FORM 10-K

                    SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, DC  20549

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

For the fiscal year ended             March 31, 1998

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, 1998
Limited Partnership Interest                2,205
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, 1998, 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, 1998, 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, 1998 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 11.1% of  the  Series'
total balance sheet assets, Series 8 is 4.6%, Series 9 is 12.5%, Series  10
is  18.4%  and  Series 11 is 20.4%.  The following table  provides  certain
summary information regarding the Project Partnerships in which Gateway had
an interest as of December 31, 1997:
<PAGE>
Item 2 - Properties (continued):


SERIES 7
                                                                    OCCU-
                    LOCATION OF       #  OF  DATE      PROPERTY    PANCY
PARTNERSHIP         PROPERTY          UNIT   ACQUIRED  COST         RATE
-----------         -----------       ----   --------  --------    -----
Nottingham          Pisgah, AL           18      6/92  $   717,067    94%
Cedar Hollow        Waterloo, NE         24      7/92      927,565   100%
Sunrise             Mission, SD          44      7/92    2,507,687    93%
Mountain City       Mountain City, TN    40      8/92    1,598,107   100%
Burbank             Falls City, NE       24      8/92      979,819    92%
Washington          Bloomfield, NE       24      9/92      962,552    88%
BrookStone          McCaysville, GA      40      9/92    1,457,196    98%
Tazewell            New Tazewell, TN     44      9/92    1,716,442    93%
N. Irvine           Irvine, KY           24      9/92    1,018,407   100%
Horton              Horton, KS           24      9/92      932,540    92%
Manchester          Manchester, GA       42      9/92    1,473,065    98%
Waynesboro          Waynesboro, GA       24      9/92      815,851   100%
Lakeland II         Lakeland, GA         30      9/92    1,009,647    93%
Mt. Vernon          Mt. Vernon, GA       24      9/92      900,526    75%
Meadow Run          Dawson, GA           48      9/92    1,744,840    94%
Spring Creek II     Quitman, GA          24      9/92      808,475    96%
Warm Springs        Warm Springs, GA     22      9/92      820,758    91%
Blue Ridge          Blue Ridge, GA       41      9/92    1,334,613   100%
Walnut              Elk Point, SD        24      9/92      995,726    54%
Pioneer             Mountain View, AR    48      9/92    1,331,576   100%
Dilley              Dilley, TX           28      9/92      889,051    96%
Elsa                Elsa, TX             40      9/92    1,340,481   100%
Clinch View         Gate City, VA        42      9/92    1,781,033   100%
Jamestown           Jamestown, TN        40      9/92    1,499,883    98%
Leander             Leander, TX          36      9/92    1,114,334   100%
Louisa Sr.          Louisa, KY           36      9/92    1,504,659   100%
Orchard Commons     Crab Orchard, KY     12      9/92      479,661   100%
Vardaman            Vardaman, MS         24      9/92      905,694    96%
Heritage Park       Paze, AZ             32      9/92    1,547,051    97%
BrooksHollow        Jasper, GA           40      9/92    1,435,132   100%
Cavalry Crossing    Ft. Scott, KS        40      9/92    1,751,111    98%
Carson City         Carson City, KS      24     11/92      957,011    92%
Matteson            Capa, KS             24     11/92      936,745   100%
Pembroke            Pembroke, KY         16     12/92      623,304   100%
Robynwood           Cynthiana, KY        24     12/92    1,011,684   100%
Atoka               Atoka, OK            24      1/93      835,334   100%
Coalgate            Coalgate, OK         24      1/93      828,505   100%
Hill Creek          West Blocton, AL     24     11/93      956,253    96%
Cardinal            Mountain Home, AR    32     11/93      777,266    97%
                                       ----             ---------- 
                                      1,195            $45,226,651
                                      =====             ========== 

An average effective rental per unit is $3,212 per year ($268 per month).
Item 2 - Properties (continued):
<PAGE>
SERIES 8

                                                                    OCCU-
                  LOCATION OF         #   OF     DATE PROPERTY     PANCY
PARTNERSHIP       PROPERTY            UNIT   ACQUIRED COST          RATE
-----------       -----------         -----  -------- --------     ------
Purdy             Purdy, MO               16    12/92 $   565,034     88%
Galena            Galena, KS              24    12/92     747,304     92%
Antlers 2         Antlers, OK             24     1/93     787,859     96%
Holdenville       Holdenville, OK         24     1/93     892,598    100%
Wetumka           Wetumka, OK             24     1/93     812,853    100%
Mariners Cove     Marine City, MI         32     1/93   1,263,433     94%
Mariners Cove Sr. Marine City, MI         24     1/93     984,739     96%
Antlers           Antlers, OK             36     3/93   1,321,039     86%
Bentonville       Bentonville, AR         24     3/93     758,489     96%
Deerpoint         Elgin, AL               24     3/93     932,474     88%
Aurora            Aurora, MO              28     3/93     882,856    100%
Baxter            Baxter Springs, KS      16     4/93     532,875    100%
Arbor Gate        Bridgeport, AL          24     5/93     918,303     88%
Timber Ridge      Collinsville, AL        24     5/93     895,627     75%
Concordia Sr.     Concordia, KS           24     5/93     826,389    100%
Mountainburg      Mountainburg, AR        24     6/93     883,990    100%
Lincoln           Pierre, SD              25     5/93   1,084,491     96%
Fox Ridge         Russellville, AL        24     6/93     902,785     96%
Meadow View       Bridgeport, NE          16     6/93     717,544     81%
Sheridan          Auburn, NE              16     6/93     744,452     75%
Morningside       Kenton, OH              32     6/93   1,184,805     97%
Grand Isle        Grand Isle, ME          16     6/93   1,200,210     69%
Meadowview        Van Buren, AR           29     8/93     994,717    100%
Taylor            Taylor, TX              44     9/93   1,530,768    100%
Brookwood         Gainesboro, TN          44     9/93   1,809,449    100%
Pleasant Valley   Lynchburg, TN           33     9/93   1,346,228    100%
Reelfoot          Ridgely, TN             20     9/93     814,568    100%
River Rest        Newport, TN             34     9/93   1,403,425    100%
Kirskville        Kirksville, MO          24     9/93     831,492    100%
Cimmaron          Arco, ID                24     9/93   1,087,841     96%
Kenton            Kenton, OH              46     9/93   1,764,144     91%
Lovingston        Lovingston, VA          64     9/93   2,720,846    100%
Pontotoc          Pontotoc, MS            36    10/93   1,326,113     94%
So. Brenchley     Rexburg, ID             30    10/93   1,548,673     97%
Hustonville       Hustonville, KY         16    10/93     693,139     94%
Northpoint        Jackson, KY             24    10/93   1,082,599    100%
Brooks Field      Louisville, GA          32    10/93   1,171,823    100%
Brooks Lane       Clayton, GA             36    10/93   1,348,191    100%
Brooks Point      Dahlonega, GA           41    10/93   1,657,691    100%
Brooks Run        Jasper, GA              24    10/93     923,814    100%
Logan Heights     Russellville, KY        24    11/93     951,730     83%
Lakeshore 2       Tuskegee, AL            36    12/93   1,415,885     94%
Cottondale        Cottondale, FL          25     1/94     948,319     96%
                                       -----          -----------  
                                       1,207          $47,211,604  
                                      =====           ===========  

An average effective rental per unit is $3,133 per year ($261 per month).
<PAGE>
Item 2 - Properties (continued):

SERIES 9
                                                                    OCCU-
                  LOCATION OF         #   OF DATE      PROPERTY    PANCY
PARTNERSHIP       PROPERTY            UNIT   ACQUIRED  COST         RATE
-----------       -----------         -----  --------  --------    ------
Jay               Jay, OK                 24     9/93   $  810,597   100%
Boxwood           Lexington, TX           24     9/93      770,939    96%
Stilwell 3        Stilwell, OK            16     9/93      587,132    88%
Arbor Trace       Lake Park, GA           24    11/93      918,358   100%
Arbor Trace 2     Lake Park, GA           42    11/93    1,806,435    98%
Omega             Omega, GA               36    11/93    1,407,304    81%
Cornell 2         Watertown, SD           24    11/93    1,142,441    92%
Elm Creek         Pierre, SD              24    11/93    1,162,144    79%
Marionville       Marionville, MO         20    11/93      696,510    95%
Lamar             Lamar, AR               24    12/93      904,325    96%
Mt. Glen          Heppner, OR             24    12/93    1,058,211    83%
Centreville       Centreville, AL         24    12/93      973,835   100%
Skyview           Troy, AL                36    12/93    1,395,014   100%
Sycamore          Coffeyville, KS         40    12/93    1,765,516   100%
Bradford          Cumberland, KY          24    12/93    1,055,632   100%
Cedar Lane        London, KY              24    12/93      995,281   100%
Stanton           Stanton, KY             24    12/93    1,001,158   100%
Abernathy         Abernathy, TX           24     1/94      781,898    96%
Pembroke          Pembroke, KY            24     1/94      998,687    96%
Meadowview        Greenville, AL          24     2/94    1,134,218    96%
Town Branch       Mt. Vernon, KY          24    12/93      984,410   100%
Fox Run           Ragland, AL             24     3/94      968,994    88%
Maple Street      Emporium, PA            32     3/94    1,697,719   100%
Manchester        Manchester, GA          18     5/94      735,135   100%
                                       -----            ----------       
                                         624           $25,751,893
                                       =====            ========== 


An average effective rental per unit is $3,256 per year ($271 per month).
<PAGE>
Item 2 - Properties (continued):

SERIES 10
                                                                    OCCU-
                  LOCATION OF         #   OF DATE      PROPERTY    PANCY
PARTNERSHIP       PROPERTY            UNIT   ACQUIRED  COST         RATE
-----------       -----------         -----  --------  --------    ------
Redstone          Challis, ID             24    11/93  $1,099,763     96%
Albany            Albany, KY              24     1/94   1,029,662     96%
Oak Terrace       Bonifay, FL             18     1/94     661,663    100%
Wellshill         West Liberty, KY        32     1/94   1,345,844    100%
Applegate         Florence, AL            36     2/94   1,835,686     97%
Heatherwood       Alexander, AL           36     2/94   1,607,378     92%
Peachtree         Gaffney, SC             28     3/94   1,046,466     96%
Donna             Donna, TX               50     1/94   1,776,522     98%
Wellsville        Wellsville, NY          24     2/94   1,332,613     92%
Tecumseh          Tecumseh, NE            24     4/94   1,059,765     75%
Clay City         Clay City, KY           24     5/94   1,021,084     96%
Irvine West       Irvine, KY              24     5/94   1,086,338     96%
New Castle        New Castle, KY          24     5/94   1,019,050    100%
Stigler           Stigler, OK             20     7/94     754,056    100%
Courtyard         Huron, SD               21     8/94     764,318    100%
                                        ----          -----------        
                                         409          $17,440,208        
                                        ====          ===========  



An average effective rental per unit is $3,235 per year ($270 per month).
<PAGE>
Item 2 - Properties (continued):

SERIES 11
                                                                    OCCU-
                  LOCATION OF         #   OF DATE      PROPERTY    PANCY
PARTNERSHIP       PROPERTY            UNIT   ACQUIRED  COST         RATE
-----------       -----------         -----  --------  --------    ------
Homestead         Pinetop, AZ             32     9/94  $1,754,502    100%
Mountain Oak      Collinsville, AL        24     9/94     879,424     88%
Eloy              Eloy, AZ                24    11/94     896,409    100%
Gila Bend         Gila Bend, AZ           36    11/94   1,274,647     92%
Creekstone        Dallas, GA              40    12/94   2,008,604    100%
Tifton            Tifton, GA              36    12/94   1,679,705    100%
Cass Towne        Cartersville, GA        10    12/94     324,320    100%
Warsaw            Warsaw, VA              56    12/94   3,352,879    100%
Royston           Royston, GA             25    12/94     932,820     96%
Red Bud           Mokane, MO               8    12/94     301,117     75%
Cardinal          Mountain Home, AR       32    12/94     507,090     97%
Parsons           Parsons, KS             38    12/94   1,319,843     97%
                                        ----          -----------        
                                         361          $15,231,360        
                                        ====          ===========  

An average effective rental per unit is $3,653 per year ($304 per month).

A summary of the cost of the properties at December 31, 1997, 1996 and 1995
is as follows:
                                 12/31/97
                         SERIES 7           SERIES 8         SERIES 9
Land                            $ 1,615,119     $ 1,978,810     $ 1,099,659
Land Improvements                    78,933         425,076         178,022
Buildings                        41,938,629      43,289,922      23,558,060
Furniture and Fixtures            1,593,970       1,517,796         916,152
Construction in Progress                  0               0               0
                                -----------     -----------     -----------
Properties, at Cost              45,226,651     $47,211,604     $25,751,893
Less: Accum.Depreciation          7,267,152       6,410,571       3,111,495
                                -----------     -----------     -----------
Properties, Net                 $37,959,499     $40,801,033     $22,640,398
                                ===========     ===========     ===========
                                                                           

                         SERIES 10          SERIES 11        TOTAL
Land                            $   648,625     $   599,197    $  5,941,410
Land Improvements                    58,185               0         740,216
Buildings                        16,279,503      14,270,891     139,337,005
Furniture and Fixtures              453,895         361,272       4,843,085
Construction in Progress                  0               0               0
                                -----------     -----------    ------------
Properties, at Cost             $17,440,208     $15,231,360    $150,861,716
Less: Accum.Depreciation          1,734,926       1,240,103      19,764,247
                                -----------     -----------    ------------
Properties, Net                 $15,705,282     $13,991,257    $131,097,469
                                ===========     ===========    ============
<PAGE>
                                                                           
Item 2 - Properties (continued):
                                 12/31/96
                         SERIES 7           SERIES 8         SERIES 9
Land                            $ 1,615,119     $ 1,978,810     $ 1,099,659
Land Improvements                    87,542         411,365         174,250
Buildings                        45,053,147      43,294,684      23,548,626
Furniture and Fixtures            1,412,182       1,469,856         898,992
Construction in Progress                  0               0               0
                                -----------     -----------     -----------
Properties, at Cost             $45,167,990     $47,154,715     $25,721,527
Less: Accum.Depreciation          5,712,059       4,790,218       2,212,706
                                -----------     -----------     -----------
Properties, Net                 $39,455,931     $42,364,497     $23,508,821
                                ===========     ===========     ===========
                                                                           

                         SERIES 10          SERIES 11        TOTAL
Land                            $   648,625     $   599,470    $  5,941,683
Land Improvements                    57,572               0         730,729
Buildings                        16,312,322      14,291,880     139,500,659
Furniture and Fixtures              412,688         327,601       4,521,319
Construction in Progress                  0               0               0
                                -----------     -----------    ------------
Properties, at Cost             $17,431,207     $15,218,951    $150,694,390
Less: Accum.Depreciation          1,230,341         738,925      14,684,249
                                -----------     -----------    ------------
Properties, Net                 $16,200,866     $14,480,026    $136,010,141
                                ===========     ===========    ============
                                                                           
                                 12/31/95
                                     
                         SERIES 7           SERIES 8         SERIES 9
Land                            $ 1,615,119     $ 1,978,810     $ 1,099,659
Land Improvements                   177,159         409,921         167,424
Buildings                        41,501,608      43,293,853      23,549,661
Furniture and Fixtures            1,412,943       1,435,197         888,379
Construction in Progress            330,777               0               0
                                -----------     -----------     -----------
Properties, at Cost             $45,037,606     $47,117,781     $25,705,123
Less: Accum.Depreciation          4,103,029       3,146,594       1,301,928
                                -----------     -----------     -----------
Properties, Net                 $40,934,577     $43,971,187     $24,403,195
                                ===========     ===========     ===========
                                                                           
                         SERIES 10          SERIES 11        TOTAL
Land                            $   648,625     $   606,221    $  5,948,434
Land Improvements                    56,777               0         811,281
Buildings                        16,357,696      13,294,591     137,997,409
Furniture and Fixtures              343,848         264,287       4,344,654
Construction in Progress                  0         535,974         866,751
                                -----------     -----------    ------------
Properties, at Cost             $17,406,946     $14,701,073    $149,968,529
Less: Accum.Depreciation            719,972         205,821       9,477,344
                                -----------     -----------    ------------
Properties, Net                 $16,686,974     $14,495,252    $140,491,185
                                ===========     ===========    ============
<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, 1998, 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, 1998
Limited Partner Interest                     2,205
General Partner Interest                         2
<PAGE>
Item 6.  Selected Financial Data
FOR THE YEARS ENDED MARCH 31,
  SERIES 7       1998        1997        1996       1995         1994
                 ----        ----        ----       ----         ----
Total                                                            
Revenues       $   44,592  $   43,466   $   54,373  $   64,102   $   83,225

Net Loss       (1,010,863) (1,026,918)  (1,014,650) (1,187,932)    (837,731)

Equity in                                                        
Losses of                                                        
Project                                                          
Partnerships     (909,991)   (936,184)    (936,257) (1,118,343)    (783,073)

Total Assets    4,255,853   5,218,302    6,203,282   7,167,131    8,485,924

Investments                                                      
In Project                                                       
Partnerships    3,517,852   4,483,546    5,464,982   6,022,991    7,343,297

Per Weighted                                                     
Average                                                          
Limited                                                          
Partnership                                                      
Unit: (A)                                                        
                                                                 
Tax Credits        161.50      160.60       153.40      140.20        68.50
Portfolio                                                        
   Income           10.30        9.80         9.60        8.90         9.90
Passive Loss      (117.30)    (113.20)     (121.90)    (131.60)      (95.50)
                                                 
Net Loss           (96.27)     (97.81)      (96.63)    (113.14)      (79.78)
                                                                 
<PAGE>
FOR THE YEARS ENDED MARCH 31,
  SERIES 8       1998        1997        1996       1995         1994
                 ----        ----        ----       ----         ----
Total                                                            
Revenues       $   46,987  $   48,637   $   46,431  $   67,069   $  142,722

Net Loss       (1,060,938) (1,089,189)  (1,201,546) (1,076,492)    (244,729)

Equity in                                                        
Losses of                                                        
Project                                                          
Partnerships     (963,455)   (999,833)  (1,110,855)   (996,606)    (297,929)

Total Assets    4,446,829   5,451,625    6,480,200   7,853,765    9,991,144

Investments                                                      
In Project                                                       
Partnerships    3,608,229   4,614,122    5,658,160   6,909,627    8,229,829

Per Weighted                                                     
Average                                                          
Limited                                                          
Partnership                                                      
Unit: (A)                                                        
                                                                 
Tax Credits        160.80      159.20       143.80      104.62        21.60
Portfolio                                                        
   Income           10.60        8.90         8.00        9.50        17.10
Passive Loss      (130.60)    (138.30)     (131.60)    (125.50)      (36.20)
                                                 
Net Loss          (105.56)    (108.37)     (119.55)    (107.11)      (24.35)
                                                                 
<PAGE>

FOR THE YEARS ENDED MARCH 31,
  SERIES 9       1998        1997        1996       1995         1994
                 ----        ----        ----       ----         ----
Total                                                            
Revenues       $   25,209  $   25,848   $   29,092  $   56,756   $   45,037

Net Loss         (512,506)   (557,202)    (504,713)   (290,577)      13,099

Equity in                                                        
Losses of                                                        
Project                                                          
Partnerships     (459,629)   (506,807)    (458,221)   (271,414)     (15,788)

Total Assets    3,830,465   4,307,579    4,824,662   5,615,793    6,583,534

Investments                                                      
In Project                                                       
Partnerships    3,363,377   3,848,367    4,397,301   4,901,634    4,825,074

Per Weighted                                                     
Average                                                          
Limited                                                          
Partnership                                                      
Unit: (A)                                                        
                                                                 
Tax Credits        153.40      153.30       143.10       50.40          .00
Portfolio                                                        
   Income            9.10        8.10         8.50       12.30         4.80
Passive Loss      (100.80)    (108.70)     (102.70)     (61.20)       (4.80)
                                                 
Net Loss           (81.13)     (88.20)      (79.90)     (46.00)        4.15
                                                                 
<PAGE>


FOR THE YEARS ENDED MARCH 31,
  SERIES 10      1998        1997        1996       1995         1994
                 ----        ----        ----       ----         ----
Total                                                            
Revenues       $   24,885  $   24,953   $   27,591  $   62,023   $   15,622

Net Loss         (224,779)   (214,923)    (189,034)   (110,564)      10,369)

Equity in                                                        
Losses of                                                        
Project                                                          
Partnerships     (195,183)   (190,191)    (167,857)   (121,762)        (309)

Total Assets    3,784,494   4,006,856    4,203,400   4,537,644    5,754,711

Investments                                                      
In Project                                                       
Partnerships    3,352,669   3,571,518    3,788,041   3,966,411    2,868,929

Per Weighted                                                     
Average                                                          
Limited                                                          
Partnership                                                      
Unit: (A)                                                        
                                                                 
Tax Credits        149.60      149.60       139.10       47.40          .00
Portfolio                                                        
   Income            9.70        8.88         8.80       18.70          .00
Passive Loss       (82.30)     (79.00)      (79.80)     (39.30)         .00
                                                 
Net Loss           (44.13)     (42.19)      (37.11)     (21.71)        9.77
                                                                 
<PAGE>

FOR THE YEARS ENDED MARCH 31,
  SERIES 11      1998        1997        1996       1995         1994
                 ----        ----        ----       ----         ----
Total                                                            
Revenues       $   26,502  $   30,465   $   69,130  $  158,326   $        0

Net Loss         (183,183)   (196,029)    (108,465)    136,410            0

Equity in                                                        
Losses of                                                        
Project                                                          
Partnerships     (163,364)   (182,485)    (134,308)     (9,886)           0

Total Assets    4,314,491   4,487,039    4,962,767   5,619,288            0

Investments                                                      
In Project                                                       
Partnerships    3,861,731   4,070,301    4,340,316   3,771,207            0

Per Weighted                                                     
Average                                                          
Limited                                                          
Partnership                                                      
Unit: (A)                                                        
                                                                 
Tax Credits        146.20       57.50        32.70         .00          .00
Portfolio                                                        
   Income            9.50       11.00        20.70       24.40          .00
Passive Loss       (58.40)     (57.50)      (37.60)      (2.40)         .00
                                                 
Net Loss           (35.37)     (37.85)      (20.94)      26.34          .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.

    As disclosed on the statement of operations for each Series, except  as
described  below, interest income is comparable for the years  ended  March
31,  1998,  March 31, 1997 and March 31, 1996.  General and  Administrative
expenses - General Partner and General and Administrative expenses -  Other
for  the  year  ended March 31, 1998 are comparable to March 31,  1997  and
March 31, 1996.

    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,
1998, the series had invested $7,732,089 in 39 Project Partnerships located
in  14  states containing 1,195 apartment units.  Average occupancy of  the
Project Partnerships was 96% at December 31, 1997.

    Equity  in losses of Project Partnerships for the year ended March  31,
1998  of  $909,991  were  comparable to the Equity  in  losses  of  Project
Partnerships of $936,184 for the year ended March 31, 1997 and $936,257 for
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 $1,553,899,
$1,625,748 and $1,573,077 for the periods ended December 31, 1995, 1996 and
1997, respectively.)  As a result, management expects that this Series,  as
well  as  the  Series described below, will report its  equity  in  Project
Partnerships  as a loss for tax and financial reporting purposes.   Overall
management believes the Project Partnerships are operating as expected  and
are  generating tax credits which meet projections.  However,  one  Project
Partnership experienced significant operating problems worth noting.

    At  March  31, 1998, the Series had $286,106 of short-term  investments
(Cash  and  Cash  Equivalents).   It  also  had  $451,895  in  Zero  Coupon
Treasuries  with  annual maturities providing $45,000 in fiscal  year  1999
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 $1,010,863 for the year ending March 31, 1998.  However, after adjusting
for Equity in Losses of Project Partnerships of $909,991 and the changes in
operating assets and liabilities, net cash used in operating activities was
$51,020 of which $41,281 was the Asset Management Fee actually paid.   Cash
provided  by investing activities totaled $69,146 consisting of $34,057  in
cash  distributions from the Project Partnerships and $35,089 from  matured
Zero  Coupon  Treasuries.   There  were no  unusual  events  or  trends  to
describe.

   A Project Partnership located in Elk Point, SD experienced cash
shortages from operations in 1997due to low occupancy. The local general
partner has funded the deficit by lending $5,080 in 1997 and from $5,000
withdrawn from the property's replacement reserve account.  Occupancy was
84% at June 30, 1998.  Management does not expect any materially adverse
effect to Gateway from this Project Partnership.

    Series  8 - Gateway closed this Series on June 28, 1993 after receiving
$9,980,000 from 664 Limited Partner investors.  As of March 31,  1998,  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, 1997.

    Equity  in losses of Project Partnerships for the year ended March  31,
1998 of $963,455 was comparable to the years ended March 31, 1997 and 1996.
(These  Project  Partnerships  reported depreciation  and  amortization  of
$1,521,763,  $1,652,936 and $1,627,815 for the periods ended  December  31,
1995,  1996  and  1997,  respectively.)  Overall  management  believes  the
Project  Partnerships  are operating as expected  and  are  generating  tax
credits which meet projections.

    At  March  31, 1998, the Series had $410,727 of short-term  investments
(Cash  and  Cash  Equivalents).   It  also  had  $427,873  in  Zero  Coupon
Treasuries  with  annual maturities providing $45,000 in fiscal  year  1999
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 $1,060,938 for the year ending March 31, 1998.  However, after adjusting
for  Equity in Losses of Project Partnerships of $963,455  and the  changes
in  operating assets and liabilities, net cash used in operating activities
was  $45,918  of which $40,379 was the Asset Management Fee actually  paid.
Cash provided by investing activities totaled $60,607 consisting of $27,736
received  in  cash distributions from the Project Partnerships and  $32,418
from  matured Zero Coupon Treasuries.  Management believes the  sources  of
funds  are sufficient to meet current and ongoing operating costs  for  the
foreseeable  future,  and to pay part of the Asset Management  Fee.   There
were no unusual events or trends to describe.

   A Project Partnership located in Bridgeport, NE experienced significant
cash shortages from operations in 1997due to low occupancy.  The local
general partner has funded the deficit by lending $10,015 in 1997.
Occupancy improved to 92% at June 30, 1998. Management does not expect any
materially adverse effect to Gateway from this Project Partnership.

   A Project Partnership located in Russellville, KY experienced cash
shortages from operations in 1997 due to low occupancy.  The deficit was
funded using withdrawals from the property's replacement reserve account.
We are in discussion with the local general partner regarding funding the
deficits and working toward a permanent solution.  Management does not
expect any materially adverse effect to Gateway from this Project
Partnership.

    Series  9  -  Gateway closed this Series on September  30,  1993  after
receiving  $6,254,000 from 406 Limited Partner investors.  As of March  31,
1998, 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 95% at December 31, 1997.

    Equity in losses of Project Partnerships of $459,627 for the year ended
March  31,  1998 were comparable to $508,807 for the year ended  March  31,
1997  and  to  $458,221 for the year ended March 31, 1996.  (These  Project
Partnerships reported depreciation and amortization of $863,953,  $913,666,
and  $901,709  for  the  years ended December  31,  1995,  1996  and  1997,
respectively.)   Overall management believes the Project  Partnerships  are
operating   as  expected  and  are  generating  tax  credits   which   meet
projections.

    At  March  31, 1998, the Series had $180,104 of short-term  investments
(Cash  and  Cash  Equivalents).   It  also  had  $286,984  in  Zero  Coupon
Treasuries  with  annual maturities providing $29,000 in fiscal  year  1999
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
$512,506 for the period ending March 31, 1998.  After adjusting for  Equity
in  Losses of Project Partnerships of $459,629 and the changes in operating
assets  and liabilities, net cash used in operating activities was  $23,797
of which $17,861 was the Asset Management Fee actually paid.  Cash provided
by  investing activities totaled $42,088 consisting of $19,291 received  in
cash  distributions from the Project Partnerships and $22,797 from  matured
Zero  Coupon  Treasuries.  Management believes the  sources  of  funds  are
sufficient  to meet current and ongoing operating costs for the foreseeable
future, and to pay part of the Asset Management Fee.  There were no unusual
events or trends to describe.

    Series  10  -  Gateway  closed this Series on January  21,  1994  after
receiving  $5,043,000 from 325 Limited Partner investors.  As of March  31,
1998, 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, 1997.

   Equity in losses of Project Partnerships increased from $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.   Equity  in  losses  of
Project  Partnerships was comparable for the year ended March 31,  1998  at
$195,183.   (These   Project   Partnerships   reported   depreciation   and
amortization  of  $475,696,  $516,816 and  $511,020  for  the  years  ended
December  31,  1995,  1996,  and  1997 respectively.)   Overall  management
believes  the  Project  Partnerships are  operating  as  expected  and  are
generating tax credits which meet projections.

    At  March  31, 1998, the Series had $202,435 of short-term  investments
(Cash  and  Cash  Equivalents).   It  also  had  $229,390  in  Zero  Coupon
Treasuries  with  annual maturities providing $24,000 in fiscal  year  1999
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
$224,779 for the year ending March 31, 1998.  After adjusting for Equity in
Losses  of  Project Partnerships of $195,183 and the changes  in  operating
assets  and liabilities, net cash used in operating activities was  $25,089
of which $26,179 was the Asset Management Fee actually paid.  Cash provided
by  investing activities totaled $27,781 consisting of $17,848 received  in
cash distributions from the Project Partnerships, $17,645 from matured Zero
Coupon Treasuries.  Management believes the sources of funds are sufficient
to meet current and ongoing operating costs for the foreseeable future, and
to  pay part of the Asset Management Fee.  There were no unusual events  or
trends to describe.

   Series 11 - Gateway closed this Series on April 29, 1994 after receiving
$5,127,000 from 330 Limited investors.  As of March 31, 1998 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 97% at December 31, 1997.

   Equity in losses of Project Partnerships increased from $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.  Equity in losses of Project Partnerships of $163,364
for the year ended March 31, 1998 was comparable to March 31, 1997.  (These
Project  Partnerships reported depreciation and amortization  of  $198,591,
$537,223  and  $506,631 for the periods ended December 31, 1995,  1996  and
1997.)   Overall management believes the Project Partnerships are operating
as expected and are generating tax credits which meet projections.

    At  March  31, 1998, the Series had $208,198 of short-term  investments
(Cash  and  Cash  Equivalents).   It  also  had  $244,562  in  Zero  Coupon
Treasuries  with  annual maturities providing $23,000 in fiscal  year  1999
increasing to $44,000 in fiscal year 2010.  Management believes the sources
of funds are sufficient to meet current and ongoing operating costs for the
foreseeable future, and to pay part of the Asset Management Fee.

    As  disclosed on the statement of operations interest income  decreased
from  $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.  Interest income of $26,502 for the  year  ended
March 31, 1998 was comparable to the year ended March 31, 1997.

    As disclosed on the statement of cash flows, the Series had net loss of
$183,183 for the year ending March 31, 1998.  After adjusting for Equity in
Losses  of  Project Partnerships of $163,364 and the changes  in  operating
assets  and liabilities, net cash used in operating activities was  $16,475
of which $17,943 was the Asset Management Fee actually paid.  Cash provided
by  investing activities totaled $55,288 consisting of $16,574 from matured
Zero  Coupon  Treasures  and $38,714 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, 1998 and 1997 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 as of March 31, 1998  and
1997 and the equity in their losses for each of the periods indicated:

                       Assets            Partnership Loss
                      March 31,        Year Ended March 31,
                      ---------       ---------------------
                   1998     1997      1998     1997    1996
                   ----     ----      ----     ----    ----
                                                             
     Series 7        55%        58%      59%      63%     54%
     Series 8        51%        51%      54%      53%     59%
     Series 9        44%        42%      28%      24%     20%
     Series 10       56%        54%      33%      20%     28%
     Series 11       76%        77%      91%      93%     70%


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,
1998 and 1997, 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
July 2, 1998
<PAGE>
PART I - Financial Information
 Item 1.  Financial Statements
                     GATEWAY TAX CREDIT FUND III LTD.
                      (A Florida Limited Partnership)
                              BALANCE SHEETS
                          MARCH 31, 1998 AND 1997
                                     
SERIES 7                                             1998         1997
                                                     ----         ----
                                                                    
ASSETS                                                                    
Current Assets:                                                           
 Cash and Cash Equivalents                        $  286,106    $  267,980
 Investments in Securities                            47,675        44,933
 Receivable from Project Partnerships                      0             0
                                                 -----------    ----------
                                                                          
  Total Current Assets                               333,781       312,913
                                                                          
 Investments in Securities                           404,220       421,843
 Investments in Project Partnerships, Net          3,517,852     4,483,546
                                                 -----------    ----------
    Total Assets                                  $4,255,853    $5,218,302
                                                 ===========    ==========
LIABILITIES AND PARTNERS' EQUITY                                          
Current Liabilities:                                                      
 Payable to General Partners                          55,760        54,499
 Payable to Project Partnerships                           0             0
                                                 -----------    ----------
  Total Current Liabilities                           55,760        54,499
                                                                          
Long-Term Liabilities:                                                    
 Payable to General Partners                         226,886       179,733
                                                 -----------    ----------
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, 1998 and 1997)                           4,024,753     5,025,507
General Partners                                     (51,546)      (41,437)
                                                 -----------    ----------
  Total Partners' Equity                           3,973,207     4,984,070
                                                 -----------   -----------
    Total Liabilities and Partners' Equity        $4,255,853    $5,218,302
                                                 ===========   ===========
                                                                          

              See accompanying notes to financial statements.
<PAGE>
                     GATEWAY TAX CREDIT FUND III LTD.
                      (A Florida Limited Partnership)
                              BALANCE SHEETS
                          MARCH 31, 1998 AND 1997
                                     
SERIES 8                                             1998         1997
                                                     ----         ----
ASSETS                                                                    
Current Assets:                                                           
 Cash and Cash Equivalents                          $  410,727  $  396,038
 Investments in Securities                              42,967      40,189
 Receivable from Project Partnerships                        0         453
                                                   -----------  ----------
  Total Current Assets                                 453,694     436,680
                                                                          
 Investments in Securities                             384,906     400,823
 Investments in Project Partnerships, Net            3,608,229   4,614,122
                                                   -----------  ----------
    Total Assets                                    $4,446,829  $5,451,625
                                                   ===========  ==========
LIABILITIES AND PARTNERS' EQUITY                                          
Current Liabilities:                                                      
 Payable to General Partners                            46,515      42,185
 Payable to Project Partnerships                             0           0
                                                    ----------  ----------
  Total Current Liabilities                             46,515      42,185
                                                                          
Long-Term Liabilities:                                                    
 Payable to General Partners                           269,107     217,295
                                                                          
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, 1998 and 1997)                                   4,177,520   5,227,849
General Partners                                       (46,313)    (35,704)
                                                   ----------- -----------
  Total Partners' Equity                             4,131,207   5,192,145
                                                   ----------- -----------
    Total Liabilities and Partners' Equity          $4,446,829  $5,451,625
                                                   =========== ===========
                                                              

              See accompanying notes to financial statements.
<PAGE>
                     GATEWAY TAX CREDIT FUND III LTD.
                      (A Florida Limited Partnership)
                              BALANCE SHEETS
                          MARCH 31, 1998 AND 1997
                                     
SERIES 9                                             1998         1997
                                                     ----         ----
ASSETS                                                                    
Current Assets:                                                           
 Cash and Cash Equivalents                         $  180,104   $  161,813
 Investments in Securities                             27,803       26,879
 Receivable from Project Partnerships                       0            0
                                                  -----------  -----------
  Total Current Assets                                207,907      188,692
                                                                          
 Investments in Securities                            259,181      270,520
 Investments in Project Partnerships, Net           3,363,377    3,848,367
                                                  -----------  -----------
    Total Assets                                   $3,830,465   $4,307,579
                                                  ===========  ===========
LIABILITIES AND PARTNERS' EQUITY                                          
Current Liabilities:                                                      
 Payable to General Partners                           26,911       24,250
 Payable to Project Partnerships                            0            0
                                                  -----------  -----------
  Total Current Liabilities                            26,911       24,250
                                                                          
Long-Term Liabilities:                                                    
 Payable to General Partners                          151,733      119,002
                                                                          
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, 1998 and 1997)                                  3,670,140    4,177,521
General Partners                                      (18,319)     (13,194)
                                                  -----------  -----------
  Total Partners' Equity                            3,651,821    4,164,327
                                                                          
    Total Liabilities and Partners' Equity        $ 3,830,465   $4,307,579
                                                 ============  ===========

              See accompanying notes to financial statements.
<PAGE>

                     GATEWAY TAX CREDIT FUND III LTD.
                      (A Florida Limited Partnership)
                              BALANCE SHEETS
                          MARCH 31, 1998 AND 1997
                                     
SERIES 10                                            1998         1997
                                                     ----         ----
ASSETS                                                                    
Current Assets:                                                           
 Cash and Cash Equivalents                         $  202,435   $  199,743
 Investments in Securities                             22,865       20,995
 Receivable from Project Partnerships                       0            0
                                                  -----------  -----------
  Total Current Assets                                225,300      220,738
                                                                          
 Investments in Securities                            206,525      214,600
 Investments in Project Partnerships, Net           3,352,669    3,571,518
                                                  -----------  -----------
    Total Assets                                   $3,784,494   $4,006,856
                                                  ===========  ===========
LIABILITIES AND PARTNERS' EQUITY                                          
Current Liabilities:                                                      
 Payable to General Partners                           30,279       28,072
 Payable to Project Partnerships                            0        7,712
                                                  -----------  -----------
  Total Current Liabilities                            30,279       35,784
                                                                          
Long-Term Liabilities:                                                    
 Payable to General Partners                           45,106       37,184
                                                                          
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, 1999 and 1997)                                  3,716,198    3,938,729
General Partners                                       (7,089)      (4,841)
                                                  -----------  -----------
  Total Partners' Equity                            3,709,109    3,933,888
                                                                          
    Total Liabilities and Partners' Equity         $3,784,494   $4,006,856
                                                  ===========  ===========
                                                             

              See accompanying notes to financial statements.
<PAGE>
                     GATEWAY TAX CREDIT FUND III LTD.
                      (A Florida Limited Partnership)
                              BALANCE SHEETS
                          MARCH 31, 1998 AND 1997
                                     
SERIES 11                                            1998         1997
                                                     ----         ----
ASSETS                                                                    
Current Assets:                                                           
 Cash and Cash Equivalents                         $  208,198    $ 169,385
 Investments in Securities                             21,794       19,915
 Receivable from Project Partnerships                       0            0
                                                  -----------   ----------
  Total Current Assets                                229,992      189,300
                                                                          
 Investments in Securities                            222,768      227,438
 Investments in Project Partnerships, Net           3,861,731    4,070,301
                                                  -----------  -----------
    Total Assets                                   $4,314,491   $4,487,039
                                                  ===========  ===========
LIABILITIES AND PARTNERS' EQUITY                                          
Current Liabilities:                                                      
 Payable to General Partners                           29,179       27,882
 Payable to Project Partnerships                            0            0
                                                   ----------  -----------
  Total Current Liabilities                            29,179       27,882
                                                                          
Long-Term Liabilities:                                                    
 Payable to General Partners                           17,499        8,161
                                                                          
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, 1998 and 1997)                                  4,271,126    4,452,477
General Partners                                       (3,313)      (1,481)
                                                  -----------  -----------
  Total Partners' Equity                            4,267,813    4,450,996
                                                  -----------  -----------
    Total Liabilities and Partners' Equity         $4,314,491   $4,487,039
                                                  ===========  ===========
                                                             

              See accompanying notes to financial statements.
<PAGE>
                     GATEWAY TAX CREDIT FUND III LTD.
                      (A Florida Limited Partnership)
                              BALANCE SHEETS
                          MARCH 31, 1998 AND 1997
                                     
TOTAL SERIES 7 -11                                1998           1997
                                                  ----           ----
ASSETS                                                                    
Current Assets:                                                           
 Cash and Cash Equivalents                      $ 1,287,570    $ 1,194,959
 Investments in Securities                          163,104        152,911
 Receivable from Project Partnerships                     0            453
                                               ------------   ------------
  Total Current Assets                            1,450,674      1,348,323
                                                                          
 Investments in Securities                        1,477,600      1,535,224
 Investments in Project Partnerships, Net        17,703,858     20,587,854
                                               ------------   ------------
    Total Assets                                $20,632,132     23,471,401
                                                                          
LIABILITIES AND PARTNERS' EQUITY                                          
Current Liabilities:                                                      
 Payable to General Partners                        188,644        176,888
 Payable to Project Partnerships                          0          7,712
                                               ------------    -----------
  Total Current Liabilities                         188,644        184,600
                                                                          
Long-Term Liabilities:                                                    
 Payable to General Partners                        710,331        561,375
                                                                          
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, 1998 and 1997)                      19,859,737     22,822,083
General Partner s                                  (126,580)       (96,657)
                                               ------------   ------------
  Total Partners' Equity                         19,733,157     22,725,426
                                                                          
    Total Liabilities and Partners' Equity      $20,632,132    $23,471,401
                                               ============   ============
                                                           

              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,
SERIES 7                           1998           1997           1996
                                   ----           ----           ----
Revenues:                                                                  
 Interest Income                 $    44,592    $    43,466     $    54,373
                                                                           
Expenses:                                                                  
 Asset Management Fee-General                                              
Partner                               88,433         80,591          79,980
 General and Administrative:                                               
  General Partner                     14,380         12,039          11,913
  Other                               21,005         19,895          18,825
 Amortization                         21,646         21,675          22,048
                                ------------   ------------     -----------
  Total Expenses                     145,464        134,200         132,766
                                                                           
Loss Before Equity in Losses                                               
 of Project Partnerships            (100,872)       (90,734)        (78,393)
Equity in Losses of Project                                                
 Partnerships                       (909,991)      (936,184)       (936,257)
                                ------------   ------------    ------------
Net Loss                         $(1,010,863)   $(1,026,918)    $(1,014,650)
                                ============   ============    ============
Allocation of Net Loss:                                                    
 Assignees                        (1,000,754)    (1,016,649)     (1,004,503)
 General Partners                    (10,109)       (10,269)        (10,147)
                                ------------   ------------    ------------
                                 $(1,010,863)   $(1,026,918)    $(1,014,650)
                                ============   ============    ============
Net Loss Per Beneficial                                                    
Assignee Certificate                  (96.27)        (97.80)         (96.63)
Number of Beneficial Assignee                                              
Certificates 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,
SERIES 8                           1998           1997           1996
                                   ----           ----           ----
Revenues:                                                                  
 Interest Income                 $    46,987    $    48,637     $    46,431
                                                                           
Expenses:                                                                  
 Asset Management Fee-General                                              
Partner                               92,191         88,857          88,183
 General and Administrative: 
  General Partner                     15,855         13,275          13,312
  Other                               21,722         21,160          20,633
 Amortization                         14,702         14,701          14,994
                                  ----------   ------------     -----------
  Total Expenses                     144,470        137,993         137,122
Loss Before Equity in Losses                                              
 of Project Partnerships             (97,483)       (89,356)        (90,691)
Equity in Losses of Project 
 Partnerships                       (963,455)      (999,833)     (1,110,855)
                                  ----------   ------------    ------------
Net Loss                         $(1,060,938)   $(1,089,189)    $(1,201,546)
                                 ===========   ============    ============
Allocation of Net Loss:                                        
 Assignees                        (1,050,329)    (1,078,297)     (1,189,531)
 General Partners                    (10,609)       (10,892)        (12,015)
                                ------------   ------------    ------------
                                 $(1,060,938)   $(1,089,189)    $(1,201,546)
                                ============   ============    ============
Net Loss Per Beneficial                                          
Assignee Certificate                (105.56)        (108.37)        (119.55)
Number of Beneficial Assignee                                        
Certificates 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,

SERIES 9                           1998             1997          1996
                                   ----             ----          ----
Revenues:                                                                  
 Interest Income                  $    25,209     $    25,848   $    29,092
                                                                           
Expenses:                                                                  
 Asset Management Fee-General                                              
Partner                                50,592          49,594        49,218
 General and Administrative:                                       
  General Partner                       8,849           7,410         7,430
  Other                                12,575          12,122        11,819
 Amortization                           6,070           7,117         7,117
                                  -----------    ------------   -----------
  Total Expenses                       78,086          76,243        75,584
                                                                           
Loss Before Equity in Losses                                      
 of Project Partnerships              (52,877)       (50,395)      (46,492)
Equity in Losses of Project                                     
 Partnerships                        (459,629       (506,807)     (458,221)
                                  -----------    -----------   -----------
Net Loss                           $ (512,506)    $ (557,202)   $ (504,713)
                                  ===========    ===========   ===========
Allocation of Net Loss:                                         
 Assignees                           (507,381)      (551,630)     (499,666)
 General Partners                      (5,125)        (5,572)       (5,047)
                                  -----------    -----------   -----------
                                   $ (512,506)    $ (557,202)   $ (504,713)
                                  ===========    ===========   ===========
Net Loss Per Beneficial                                         
Assignee Certificate                   (81.13)        (88.20)       (79.90)
Number of Beneficial Assignee                                      
Certificates 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,

SERIES 10                          1998             1997          1996
                                   ----             ----          ----
Revenues:                                                                  
 Interest Income                  $    24,885     $    24,953   $    27,591
                                                                           
Expenses:                                                                  
 Asset Management Fee-General                                              
Partner                                34,101          30,997        30,761
 General and Administrative:                                     
  General Partner                       5,531           4,630         4,641
  Other                                 9,031           8,221         7,529
 Amortization                           5,818           5,837         5,837
                                  -----------    ------------   -----------
  Total Expenses                       54,481          49,685        48,768
                                                                           
Loss Before Equity in Losses                                     
 of Project Partnerships              (29,596)        (24,732)      (21,177)
Equity in Losses of Project                                     
 Partnerships                        (195,183)       (190,191)     (167,857)
                                  -----------     -----------   -----------
Net Loss                           $ (224,779)     $ (214,923)   $ (189,034)
                                  ===========     ===========   ===========
Allocation of Net Loss:                                         
 Assignees                           (222,531)       (212,774)     (187,144)
 General Partners                      (2,248)         (2,149)       (1,890)
                                  -----------     -----------   -----------
                                   $ (224,779)     $ (214,923)   $ (189,034)
                                  ===========     ===========   ===========
Net Loss Per Beneficial                                           
Assignee Certificate                   (44.13)         (42.19)       (37.11)
Number of Beneficial Assignee                                    
Certificates 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,

SERIES 11                          1998             1997          1996
                                   ----             ----          ----
Revenues:                                                                  
 Interest Income                  $    26,502     $    30,465   $    69,130
                                                                           
Expenses:                                                                  
 Asset Management Fee-General                                              
Partner                                27,281          24,797        24,609
 General and Administrative:                                   
  General Partner                       4,424           3,702         3,654
  Other                                 8,124           8,322         7,475
 Amortization                           6,492           7,188         7,549
                                  -----------    ------------   -----------
  Total Expenses                       46,321          44,009        43,287
                                                                           
Loss Before Equity in Losses                                 
 of Project Partnerships              (19,819)        (13,544)       25,843
Equity in Losses of Project                                     
 Partnerships                        (163,364)       (182,485)     (134,308)
                                  -----------     -----------   -----------
Net Loss                          $  (183,183)     $ (196,029)   $ (108,465)
                                  ===========     ===========   ===========
Allocation of Net Loss:                                       
 Assignees                           (181,351)       (194,069)     (107,380)
 General Partners                      (1,832)         (1,960)       (1,085)
                                  -----------     -----------   -----------
                                  $  (183,183)     $ (196,029)   $ (108,465)
                                  ===========     ===========   ===========
Net Loss Per Beneficial                                         
Assignee Certificate                   (35.37)         (37.85)       (20.94)
Number of Beneficial Assignee                                     
Certificates 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,

TOTAL SERIES 7 - 11                1998             1997          1996
                                   ----             ----          ----
Revenues:                                                                  
 Interest Income                   $  168,175      $  173,369    $  226,617
                                                                           
Expenses:                                                                  
 Asset Management Fee-General                                              
Partner                               292,598         274,836       272,751
 General and Administrative:                                      
  General Partner                      49,039          41,056        40,950
  Other                                72,457          69,720        66,281
 Amortization                          54,728          56,518        57,545
                                   ----------     -----------   -----------
  Total Expenses                      468,822         442,130       437,527
                                                                           
Loss Before Equity in Losses                                   
 of Project Partnerships             (300,647)       (268,761)     (210,910)
Equity in Losses of Project                                 
 Partnerships                      (2,691,622)     (2,815,500)   (2,807,498)
                                  -----------    ------------  ------------
Net Loss                          $(2,992,269)    $(3,084,261)  $(3,018,408)
                                  ===========    ============  ============
Allocation of Net Loss:                                    
 Assignees                         (2,962,346)     (3,053,419)   (2,988,224)
 General Partners                     (29,923)        (30,842)      (30,184)
                                  -----------    ------------  ------------
                                  $(2,992,269)    $(3,084,261)  $(3,018,408)
                                  ===========    ============  ============
                                             




              See accompanying notes to financial statements.
<PAGE>
                                     
                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                                     
                      STATEMENTS OF PARTNERS' EQUITY
                                     
            FOR THE YEARS ENDED MARCH 31, 1998, 1997 AND 1996:



                                Limited         General            
SERIES 7                        Partners        Partners         Total
                               ---------        --------         -----
                                                                           
                                                                           
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
                                                                           
Net Loss                         (1,000,754)        (10,109)     (1,010,863)
                               ------------    ------------    ------------
                                                                           
Balance at March 31, 1998       $ 4,024,753    $    (51,546)    $ 3,973,207
                               ============    ============    ============


                See accompanying notes to financial statements.

<PAGE>
                                     
                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                                     
                      STATEMENTS OF PARTNERS' EQUITY
                                     
            FOR THE YEARS ENDED MARCH 31, 1998, 1997 AND 1996:



                                Limited         General            
SERIES 8                        Partners        Partners         Total
                               ---------        --------         -----
                                                                           
                                                                           
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
                                                                           
Net Loss                         (1,050,329)       (10,609)      (1,060,938)
                               ------------    ------------    ------------
                                                                           
Balance at March 31, 1998       $ 4,177,520    $   (46,313)     $ 4,131,207
                               ============    ============    ============
                                           

                      See accompanying notes to financial statements.

<PAGE>
                                     
                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                                     
                      STATEMENTS OF PARTNERS' EQUITY
                                     
            FOR THE YEARS ENDED MARCH 31, 1998, 1997 AND 1996:



                                Limited         General            
SERIES 9                        Partners        Partners         Total
                               ---------        --------         -----
                                                                           
                                                                           
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
                                                                           
Net Loss                           (507,381)        (5,125)        (512,506)
                               ------------    ------------    ------------
                                                                           
Balance at March 31, 1998       $ 3,670,140    $   (18,319)     $ 3,651,821
                               ============    ============    ============
                                                                           

                  See accompanying notes to financial statements.

<PAGE>
                                     
                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                                     
                      STATEMENTS OF PARTNERS' EQUITY
                                     
            FOR THE YEARS ENDED MARCH 31, 1998, 1997 AND 1996:



                                Limited         General            
SERIES 10                       Partners        Partners         Total
                               ---------        --------         -----
                                                                           
                                                                           
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
                                                                           
Net Loss                           (222,531)        (2,248)        (224,779)
                               ------------    ------------    ------------
                                                                           
Balance at March 31, 1998       $ 3,716,198    $    (7,089)     $ 3,709,109
                               ============    ============    ============
                                                                           

      See accompanying notes to financial statements.


<PAGE>
                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                                     
                      STATEMENTS OF PARTNERS' EQUITY
                                     
            FOR THE YEARS ENDED MARCH 31, 1998, 1997 AND 1996:



                                Limited         General            
SERIES 11                       Partners        Partners         Total
                               ---------        --------         -----
                                                                           
                                                                           
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
                                                                           
Net Loss                           (181,351)         (1,832)       (183,183)
                               ------------    ------------    ------------
                                                                           
Balance at March 31, 1998       $ 4,271,126     $    (3,313)    $ 4,267,813
                               ============    ============    ============
                                                                           
                                                                           

                  See accompanying notes to financial statements.
<PAGE>

                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                                     
                      STATEMENTS OF PARTNERS' EQUITY
                                     
            FOR THE YEARS ENDED MARCH 31, 1998, 1997 AND 1996:



                                Limited         General            
TOTAL SERIES 7 - 11             Partners        Partners         Total
                               ---------        --------         -----
                                                                           
                                                                           
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
                                                                           
Net Loss                         (2,962,346)       (29,923)      (2,992,269)
                               ------------    ------------    ------------
                                                                           
Balance at March 31, 1998       $19,859,737    $  (126,580)     $19,733,157
                               ============    ============    ============
                                                                           

                 See accompanying notes to financial statements.
<PAGE>
 

                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                         STATEMENTS OF CASH FLOWS
            FOR THE YEARS ENDED MARCH 31, 1998, 1997 AND 1996:
SERIES 7                               1998          1997         1996
--------                               ----          ----         ----
Cash Flows from Operating                                                 
Activities:                                                               
  Net Loss                          $(1,010,863)  $(1,026,918) $(1,014,650)
  Adjustments to Reconcile Net                                            
Loss to Net Cash Provided by                                              
(Used in) Operating Activities:                                           
   Amortization                          21,646        21,675       22,048
   Accreted Interest Income on                                            
Investments in Securities               (32,118)      (32,259)     (32,064)
   Equity in Losses of Project                                            
Partnerships                            909,991       936,184      936,257
   Interest Income from                                                   
Redemption of Securities                 11,911         8,658        5,751
   Changes in Operating Assets                                            
and Liabilities:                                                          
    Increase in Payable to                                                
General Partners                         48,413        41,939       50,803
                                    -----------   -----------  -----------
     Net Cash Used in Operating                                           
Activities                              (51,020)      (50,721)     (31,855)
                                    -----------   -----------  -----------
Cash Flows from Investing                                                 
Activities:                                                               
  Investments in Project                                                  
Partnerships                                  0        (3,332)    (421,183)
  (Increase) Decrease in                                                  
Receivable from Project                                                   
Partnerships                                  0             0            0
  Acquisition Fees and Expenses               0          (272)      (2,142)
  Distributions Received from                                             
Project Partnerships                     34,057        27,181       23,027
  Redemption of Investment in                                             
Securities                               35,089        35,342       35,249
  Increase (Decrease) in Payable                                          
to Project Partnerships -                                                 
Capital Contributions                         0             0            0
                                    -----------   -----------  -----------
     Net Cash Provided by (Used                                           
in) Investing Activities                 69,146        58,919     (365,049)
                                    -----------   -----------  -----------
                                                                          
Increase (Decrease) in Cash and                                           
Cash Equivalents                         18,126         8,198     (396,904)
Cash and Cash Equivalents at                                  
Beginning of Year                       267,980       259,782      656,686
                                    -----------   -----------  -----------
Cash   and  Cash  Equivalents   at                                        
End of Year                          $  286,106    $  267,980   $  259,782
                                    ===========   ===========  ===========
                                               
              See accompanying notes to financial statements.
<PAGE>
                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                         STATEMENTS OF CASH FLOWS
            FOR THE YEARS ENDED MARCH 31, 1998, 1997 AND 1996:
SERIES 8                               1998          1997         1996
--------                               ----          ----         ----
Cash Flows from Operating                                                 
Activities:                                                               
  Net Loss                          $(1,060,938)  $(1,089,189) $(1,201,546)
  Adjustments to Reconcile Net                                            
Loss to Net Cash Provided by                                              
(Used in) Operating Activities:                                           
   Amortization                          14,702        14,701       14,994
   Accreted Interest Income on                                            
Investments in Securities               (28,861)      (29,020)     (28,902)
   Equity in Losses of Project                                            
Partnerships                            963,455       999,833    1,110,855
   Interest Income from                                                   
Redemption of Securities                  9,582         6,822        4,431
   Changes in Operating Assets                                            
and Liabilities:                                                          
    Increase in Payable to                                                
General Partners                         56,142        60,615       69,381
                                    -----------   -----------  -----------
     Net Cash Used in Operating                                           
Activities                              (45,918)      (36,238)     (30,787)
                                    -----------   -----------  -----------
Cash Flows from Investing                                                 
Activities:                                                               
  Investments in Project                                                  
Partnerships                                  0           453      107,457
  (Increase) Decrease in                                                  
Receivable from Project                                                   
Partnerships                                453        75,574       65,112
  Acquisition Fees and Expenses               0             0            0
  Distributions Received from                                             
Project Partnerships                     27,736        29,050       18,162
  Redemption of Investment in                                             
Securities                               32,418        32,178       32,569
  Increase (Decrease) in Payable                                          
to Project Partnerships -                                                 
Capital Contributions                         0             0     (241,400)
                                    -----------   -----------  -----------
     Net Cash Provided by (Used                                           
in) Investing Activities                 60,607       137,255      (18,100)
                                    -----------   -----------  -----------
                                                                          
Increase (Decrease) in Cash and                                           
Cash Equivalents                         14,689       101,017      (48,887)
Cash and Cash Equivalents at                                
Beginning of Year                       396,038       295,021      343,908
                                    -----------   -----------  -----------
Cash   and  Cash  Equivalents   at                                        
End of Year                          $  410,727    $  396,038   $  295,021
                                    ===========   ===========  ===========
                                               
                                               
              See accompanying notes to financial statements.
<PAGE>
                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                         STATEMENTS OF CASH FLOWS
            FOR THE YEARS ENDED MARCH 31, 1998, 1997 AND 1996:
SERIES 9                               1998          1997         1996
--------                               ----          ----         ----
Cash Flows from Operating                                                 
Activities:                                                               
  Net Loss                           $ (512,506)   $ (557,202)  $ (504,713)
  Adjustments to Reconcile Net                                            
Loss to Net Cash Provided by                                              
(Used in) Operating Activities:                                           
   Amortization                           6,070         7,117        7,117
   Accreted Interest Income on                                            
Investments in Securities               (17,585)      (17,836)     (17,906)
   Equity in Losses of Project                                            
Partnerships                            459,629       506,807      458,221
   Interest Income from                                                   
Redemption of Securities                  5,203         3,669        2,190
   Changes in Operating Assets                                            
and Liabilities:                                                          
    Increase in Payable to                                                
General Partners                         35,392        40,120       46,588
                                    -----------   -----------  -----------
     Net Cash Used in Operating                                           
Activities                              (23,797)      (17,325)      (8,503)
                                    -----------   -----------  -----------
Cash Flows from Investing                                                 
Activities:                                                               
  Investments in Project                                                  
Partnerships                                  0        18,076       29,737
  (Increase) Decrease in                                                  
Receivable from Project                                                   
Partnerships                                  0         8,545        5,837
  Acquisition Fees and Expenses               0             0       (5,124)
  Distributions Received from                                             
Project Partnerships                     19,291        16,934       14,385
  Redemption of Investment in                                             
Securities                               22,797        23,331       22,810
  Increase (Decrease) in Payable                                          
to Project Partnerships -                                                 
Capital Contributions                         0             0     (333,006)
                                    -----------   -----------  -----------
     Net Cash Provided by (Used                                           
in) Investing Activities                 42,088        66,886     (265,361)
                                    -----------   -----------  -----------
                                                                          
Increase (Decrease) in Cash and                                           
Cash Equivalents                         18,291        49,561     (273,864)
Cash and Cash Equivalents at                                  
Beginning of Year                       161,813       112,252      386,116
                                    -----------   -----------  -----------
Cash   and  Cash  Equivalents   at                                        
End of Year                          $  180,104    $  161,813   $  112,252
                                    ===========   ===========  ===========
                                                             
              See accompanying notes to financial statements.
<PAGE>
                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                         STATEMENTS OF CASH FLOWS
            FOR THE YEARS ENDED MARCH 31, 1998, 1997 AND 1996:
SERIES 10                              1998          1997         1996
--------                               ----          ----         ----
Cash Flows from Operating                                                 
Activities:                          $ (224,779)   $ (214,923)  $ (189,034)
  Net Loss                                                                
  Adjustments to Reconcile Net                                            
Loss to Net Cash Provided by                                              
(Used in) Operating Activities:                                           
   Amortization                           5,818         5,837        5,837
   Accreted Interest Income on                                            
Investments in Securities               (15,796)      (15,871)     (15,771)
   Equity in Losses of Project                                            
Partnerships                            195,183       190,191      167,857
   Interest Income from                                                   
Redemption of Securities                  4,355         2,874        1,605
   Changes in Operating Assets                                            
and Liabilities:                                                          
    Increase in Payable to                                                
General Partners                         10,130        18,380       11,602
                                    -----------   -----------  -----------
     Net Cash Used in Operating                                           
Activities                              (25,089)      (13,512)     (17,904)
                                    -----------   -----------  -----------
Cash Flows from Investing                                                 
Activities:                                                               
  Investments in Project                                                  
Partnerships                                  0             0      (13,737)
  (Increase) Decrease in                                                  
Receivable from Project                                                   
Partnerships                                  0        13,059       (1,910)
  Acquisition Fees and Expenses               0             0         (489)
  Distributions Received from                                             
Project Partnerships                     17,848        20,494       18,902
  Redemption of Investment in                                             
Securities                               17,645        17,126       16,395
  Increase (Decrease) in Payable                                          
to Project Partnerships -                                                 
Capital Contributions                    (7,712)            0     (156,812)
                                    -----------   -----------  -----------
     Net Cash Provided by (Used                                           
in) Investing Activities                 27,781        50,679     (137,651)
                                    -----------   -----------  -----------
                                                                          
Increase (Decrease) in Cash and                                           
Cash Equivalents                          2,692        37,167     (155,555)
Cash and Cash Equivalents at                                              
Beginning of Year                       199,743       162,576      318,131
                                    -----------   -----------  -----------
Cash   and  Cash  Equivalents   at                                        
End of Year                          $  202,435    $  199,743   $  162,576
                                    ===========   ===========  ===========
                                               
                                               
              See accompanying notes to financial statements.
<PAGE>
                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                         STATEMENTS OF CASH FLOWS
            FOR THE YEARS ENDED MARCH 31, 1998, 1997 AND 1996:
SERIES 11                              1998          1997         1996
--------                               ----          ----         ----
Cash Flows from Operating Activities:                                           
  Net Loss                           $ (183,183)   $ (196,029)  $ (108,465)
  Adjustments to Reconcile Net                                            
Loss to Net Cash Provided by                                              
(Used in) Operating Activities:                                           
   Amortization                           6,492         7,188        7,549
   Accreted Interest Income on                                            
Investments in Securities               (18,209)      (18,178)     (17,977)
   Equity in Losses of Project                                            
Partnerships                            163,364       182,485      134,308
   Interest Income from                                                   
Redemption of Securities                  4,426         3,049        1,657
   Changes in Operating Assets                                            
and Liabilities:                                                          
    Increase in Payable to                                                
General Partners                         10,635           187      (30,192)
                                    -----------   -----------  -----------
     Net Cash Used in Operating                                           
Activities                              (16,475)      (21,298)     (13,120)
                                    -----------   -----------  -----------
Cash Flows from Investing Activities:                                          
  Investments in Project                                                  
Partnerships                                  0        75,425     (601,857)
  (Increase) Decrease in                                                  
Receivable from Project                                                   
Partnerships                                  0         8,250       (8,250)
  Acquisition Fees and Expenses               0          (178)    (109,109)
  Distributions Received from                                             
Project Partnerships                     38,714         5,095            0
  Redemption of Investment in                                             
Securities                               16,574        16,951       16,343
  Increase (Decrease) in Payable                                          
to Project Partnerships -                                                 
Capital Contributions                         0      (279,887)    (471,174)
                                    -----------   -----------  -----------
     Net Cash Provided by (Used                                           
in) Investing Activities                 55,288      (174,344)  (1,174,047)
                                    -----------   -----------  -----------
Cash Flows from Financing Activities:                                          
  Distributions                               0             0      (46,690)
                                    -----------   -----------  -----------
     Net Cash Used in Financing                                      
Activities                                    0             0      (46,690)
                                    -----------   -----------  -----------
Increase (Decrease) in Cash and                                           
Cash Equivalents                         38,813      (195,642)  (1,233,857)
Cash and Cash Equivalents at                                              
Beginning of Year                       169,385       365,027    1,598,884
                                    -----------   -----------  -----------
Cash   and  Cash  Equivalents   at                                        
End of Year                          $  208,198    $  169,385   $  365,027
                                    ===========   ===========  ===========
              See accompanying notes to financial statements.
<PAGE>
                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                         STATEMENTS OF CASH FLOWS
            FOR THE YEARS ENDED MARCH 31, 1998, 1997 AND 1996:
TOTAL SERIES 7 - 11                    1998          1997         1996
--------                               ----          ----         ----
Cash Flows from Operating Activities:                                          
  Net Loss                          $(2,992,269)  $(3,084,261) $(3,018,408)
  Adjustments to Reconcile Net                                            
Loss to Net Cash Provided by                                              
(Used in) Operating Activities:                                           
   Amortization                          54,728        56,518       57,545
   Accreted Interest Income on                                            
Investments in Securities              (112,569)     (113,164)    (112,620)
   Equity in Losses of Project                                            
Partnerships                          2,691,622     2,815,500    2,807,498
   Interest Income from                                                   
Redemption of Securities                 35,477        25,072       15,634
   Changes in Operating Assets                                            
and Liabilities:                                                          
    Increase in Payable to                                                
General Partners                        160,712       161,241      148,182
                                    -----------   -----------  -----------
     Net Cash Used in Operating                                           
Activities                             (162,299)     (139,094)    (102,169)
                                    -----------   -----------  -----------
Cash Flows from Investing Activities:                                           
  Investments in Project                                                  
Partnerships                                  0        90,622     (899,583)
  (Increase) Decrease in                                                  
Receivable from Project Partnerships        453       105,428       60,789
  Acquisition Fees and Expenses               0          (450)    (116,864)
  Distributions Received from                                             
Project Partnerships                    137,646        98,754       74,476
  Redemption of Investment in                                             
Securities                              124,523       124,928      123,366
  Increase (Decrease) in Payable                                          
to Project Partnerships -                                                 
Capital Contributions                    (7,712)     (279,887)  (1,202,392)
                                    -----------   -----------  -----------
     Net Cash Provided by (Used                                           
in) Investing Activities                254,910       139,395   (1,960,208)
                                    -----------   -----------  -----------
Cash Flows from Financing Activities:                                     
  Distributions                               0             0      (46,690)
                                    -----------   -----------  -----------
     Net Cash Used in Financing                                           
Activities                                    0             0      (46,690)
                                    -----------   -----------  -----------
Increase (Decrease) in Cash and                                           
Cash Equivalents                         92,611           301   (2,109,067)
Cash and Cash Equivalents at                                              
Beginning of Year                     1,194,959     1,194,658    3,303,725
                                    -----------   -----------  -----------
Cash   and  Cash  Equivalents   at                                        
End of Year                          $1,287,570    $1,194,959   $1,194,658
                                    ===========   ===========  ===========
              See accompanying notes to financial statements.
<PAGE>
                     GATEWAY TAX CREDIT FUND III LTD.
                      (A Florida Limited Partnership)
                                     
                       NOTES TO FINANCIAL STATEMENTS
                                     
                      MARCH 31, 1998, 1997  AND 1996

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, 1998, Gateway  had
received  capital  contributions of $1,000 from the  General  Partners  and
$36,799,000 from the investor Limited Partners.

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

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

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


NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES:

Basis of Accounting

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

   Gateway  accounts for its investments as the limited partner in  Project
Partnerships  ("Investments  in  Project Partnerships")  using  the  equity
method  of  accounting  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, and
  3)  Decreased for the amortization of the acquisition fees and expenses.

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

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

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

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

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

Cash and Cash Equivalents

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

Concentrations of Credit Risk

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

Use of Estimates in the Preparation of Financial Statements

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

Investment in Securities

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

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.

<PAGE>
NOTE 3 - INVESTMENT IN SECURITIES:

   The  March  31,  1998  Balance Sheet includes Investment  in  Securities
consisting  of U.S. Treasury Security Strips which represents  their  cost,
plus accreted interest income of $142,109 for Series 7, $119,403 for Series
8, $64,688 for Series 9, $54,277 for Series 10 and $59,366 for Series 11.


                                                          Gross Unrealized
                   Estimated Market       Cost Plus          Gains and
                         Value        Accreted Interest       (Losses)
                   -----------------  -----------------   ----------------
Series 7                   $ 484,259          $ 451,895            $ 32,364
Series 8                     449,814            427,872              21,942
Series 9                     291,736            286,984               4,752
Series 10                    243,872            229,390              14,482
Series 11                    269,224            244,562              24,662


 As of March 31, 1998, the cost and accreted interest of debt securities by
contractual maturities is as follows:

                                  Series 7       Series 8       Series 9
                                  --------       --------       --------
Due with 1 year                     $  47,675      $  42,967      $  27,803
After 1 year through 5 years          187,591        175,036        109,348
After 5 years through 10 years        216,629        209,869        126,303
After 10 years                              0              0         23,530
                                    ---------      ---------      ---------
  Total Amount Carried on                                                  
Balance Sheet                       $ 451,895      $ 427,872      $ 286,984
                                    =========      =========      =========

                                 Series 10      Series 11        Total
                                  --------       --------       --------
Due with 1 year                     $  22,865      $  21,794     $  163,104
After 1 year through 5 years           82,516         85,385        639,876
After 5 years through 10 years         89,931        100,880        743,612
After 10 years                         34,078         36,503         94,111
                                    ---------      ---------      ---------
  Total Amount Carried on                                                  
Balance Sheet                      $ 229,390       $ 244,562     $1,640,703
                                   =========       =========      =========


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, 1998, 1997, and 1996 the General Partners
and affiliates are entitled to compensation and reimbursement for costs and
expenses incurred by Gateway as follows:

  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.

                         1998               1997                1996
                         ----               ----                ----
Series 7                       $   0              $   0            $      0
Series 8                           0                  0                   0
Series 9                           0                  0               5,124
Series 10                          0                  0                 489
Series 11                          0                  0              86,986
                               -----              -----            --------
Total                          $   0              $   0            $ 92,599
                               =====              =====            ========


  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.

                         1998               1997                1996
                         ----               ----                ----
Series 7                       $   0              $   0             $ 2,142
Series 8                           0                  0                   0
Series 9                           0                  0                   0
Series 10                          0                  0                   0
Series 11                          0                178              22,123
                               -----              -----             -------
Total                          $   0              $ 178             $24,265
                               =====              =====             =======

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

                         1998               1997                1996
                         ----               ----                ----
Series 7                   $  88,433          $  80,591           $  79,980
Series 8                      92,191             88,857              88,183
Series 9                      50,592             49,594              49,218
Series 10                     34,101             30,997              30,761
Series 11                     27,281             24,797              24,609
                           ---------           --------            --------
Total                      $ 292,598          $ 274,836           $ 272,751
                           =========          =========           =========

  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.

                         1998               1997                1996
                         ----               ----                ----
Series 7                   $  14,380          $  12,039           $  11,913
Series 8                      15,855             13,275              13,312
Series 9                       8,849              7,410               7,430
Series 10                      5,531              4,630               4,641
Series 11                      4,424              3,702               3,654
                           ---------          ---------           ---------
Total                      $  49,039          $  41,056           $  40,950
                           =========          =========           =========
<PAGE>
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS:

SERIES 7

   As  of  March  31,1998, 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, 1998 MARCH 31, 1997
                                             -------------- --------------
Capital Contributions to Project Partner-                                  
ships and purchase price paid for limited                                  
partner interests in Project Partnerships       $ 7,732,089     $ 7,732,089
                                                                           
Cumulative equity in losses of Project                                     
Partnerships (1)                                 (4,782,926)     (3,872,935)
                                                                           
Cumulative distributions received from                                     
Project Partnerships                               (101,264)        (67,207)
                                               ------------    ------------
Investment in Project Partnerships before                                  
Adjustment                                        2,847,899       3,791,947
                                                                           
Excess of investment cost over the                                         
underlying assets acquired:                                                
 Acquisition fees and expenses                      793,335         793,335
 Accumulated amortization of acquisition                                   
fees and expenses                                  (123,382)       (101,736)
                                               ------------    ------------
                                                                           
Investments in Project Partnerships             $ 3,517,852     $ 4,483,546
                                               ============    ============
                                                           
(1  In  accordance with the Partnership's accounting policy  to  not  carry
Investments in Project Partnerships below zero, cumulative suspended losses
of  $82,376  for  the  year ended March 31, 1998 and  cumulative  suspended
losses of $40,687 for the year ended March 31, 1997 are not included.

<PAGE>

NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

SERIES 8

   As  of  March 31, 1998, 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, 1998 MARCH 31, 1997
                                             -------------- --------------
Capital Contributions to Project Partner-                                  
ships and purchase price paid for limited                                  
partner interests in Project Partnerships        $7,586,105      $7,586,105
                                                                           
Cumulative equity in losses of Project                                     
Partnerships (1)                                 (4,372,089)     (3,408,634)
                                                                           
Cumulative distributions received from                                     
Project Partnerships                                (84,722)        (56,986)
                                                -----------     -----------
Investment in Project Partnerships before                                  
Adjustment                                                                 
                                                  3,129,294       4,120,485
Excess of investment cost over the                                         
underlying assets acquired:                                                
 Acquisition fees and expenses                      549,773         549,773
 Accumulated amortization of acquisition                                   
fees and expenses                                   (70,838)        (56,136)
                                                -----------     -----------
                                                                           
Investments in Project Partnerships              $3,608,229      $4,614,122
                                                ===========     ===========
                                                           
(1)  In  accordance with the Partnership's accounting policy to  not  carry
Investments in Project Partnerships below zero, cumulative suspended losses
of  $79,383  for  the  year ended March 31, 1998 and  cumulative  suspended
losses of $24,072 for the year ended March 31, 1997 are not included.

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

SERIES 9

   As  of  March 31, 1998, 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, 1998 MARCH 31, 1997
                                             -------------- --------------
Capital Contributions to Project Partner-                                  
ships and purchase price paid for limited                                  
partner interests in Project Partnerships        $4,914,116      $4,914,116
                                                                           
Cumulative equity in losses of Project                                     
Partnerships                                     (1,711,859)     (1,252,230)
                                                                           
Cumulative distributions received from                                     
Project Partnerships                                (54,634)        (35,343)
                                                -----------     -----------
Investment in Project Partnerships before                                  
Adjustment                                        3,147,623       3,626,543
                                                                           
Excess of investment cost over the                                         
underlying assets acquired:                                                
 Acquisition fees and expenses                      244,087         244,087
 Accumulated amortization of acquisition                                   
fees and expenses                                   (28,333)        (22,263)
                                                -----------     -----------
                                                                           
Investments in Project Partnerships              $3,363,377      $3,848,367
                                                ===========     ===========
                                                           
<PAGE>


NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

SERIES 10

   As  of  March 31, 1998, 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, 1998 MARCH 31, 1997
                                             -------------- --------------
Capital Contributions to Project Partner-                                  
ships and purchase price paid for limited                                  
partner interests in Project Partnerships        $3,914,672      $3,914,672
                                                                           
Cumulative equity in losses of Project                                     
Partnerships                                       (675,302)       (480,119)
                                                                           
Cumulative distributions received from                                     
Project Partnerships                                (59,354)        (41,506)
                                                -----------     -----------
Investment in Project Partnerships before                                  
Adjustment                                        3,180,016       3,393,047
                                                                           
Excess of investment cost over the                                         
underlying assets acquired:                                                
 Acquisition fees and expenses                      196,738         196,738
 Accumulated amortization of acquisition                                   
fees and expenses                                   (24,085)        (18,267)
                                                -----------     -----------
                                                                           
Investments in Project Partnerships              $3,352,669      $3,571,518
                                                ===========     ===========
                                                           
<PAGE>


NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

SERIES 11

   As  of  March 31, 1998, 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.

                                             MARCH 31, 1998 MARCH 31, 1997
                                             -------------- --------------
Capital Contributions to Project Partner-                                  
ships and purchase price paid for limited                                  
partner interests in Project Partnerships        $4,128,042      $4,128,042
                                                                           
Cumulative equity in losses of Project                                     
Partnerships                                       (490,043)       (326,679)
                                                                           
Cumulative distributions received from                                     
Project Partnerships                                (43,809)         (5,095)
                                                -----------     -----------
Investment in Project Partnerships before                                  
Adjustment                                        3,594,190       3,796,268
                                                                           
Excess of investment cost over the                                         
underlying assets acquired:                                                
 Acquisition fees and expenses                      290,335         290,335
 Accumulated amortization of acquisition                                   
fees and expenses                                   (22,794)        (16,302)
                                                -----------     -----------
                                                                           
Investments in Project Partnerships              $3,861,731      $4,070,301
                                                ===========     ===========
                                                           
<PAGE>


NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

  The following is a summary of Investments in Project Partnerships:

TOTAL SERIES 7 - 11                          MARCH 31, 1998 MARCH 31, 1997
                                             -------------- --------------
Capital Contributions to Project Partner-                                  
ships and purchase price paid for limited                                  
partner interests in Project Partnerships       $28,275,024     $28,275,024
                                                                           
Cumulative equity in losses of Project                                     
Partnerships                                    (12,032,219)     (9,340,597)
                                                                           
Cumulative distributions received from                                     
Project Partnerships                               (343,783)       (206,137)
                                               ------------     -----------
Investment in Project Partnerships before                                  
Adjustment                                       15,899,022      18,728,290
                                                                           
Excess of investment cost over the                                         
underlying assets acquired:                                                
 Acquisition fees and expenses                    2,074,268       2,074,268
 Accumulated amortization of acquisition                                   
fees and expenses                                  (269,432)       (214,704)
                                               ------------    ------------
                                                                           
Investments in Project Partnerships             $17,703,858     $20,587,854
                                               ============    ============
<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:
                                                 DECEMBER 31,
                                       1997         1996           1995
SERIES 7                               ----         ----           ----
SUMMARIZED BALANCE SHEETS                                                  
Assets:                                                                    
  Current assets                    $ 2,587,261   $ 2,308,626   $ 2,253,113
  Investment properties, net         37,959,499    39,455,931    40,934,578
  Other assets                           51,276        99,952        74,605
                                    -----------   -----------   -----------
    Total assets                    $40,598,036   $41,864,509   $43,262,296
                                    ===========   ===========   ===========
Liabilities and Partners' Equity:                                          
  Current liabilities                 1,002,429     1,170,533     1,222,822
  Long-term debt                     36,852,852    36,962,154    37,259,882
                                    -----------   -----------   -----------
    Total liabilities                37,855,281    38,132,687    38,482,704
                                                                           
Partners' equity                                                           
  Gateway                             2,725,255     3,715,273     4,719,280
  General Partners                       17,500        16,549        60,312
                                    -----------   -----------   -----------
    Total Partners' equity            2,742,755     3,731,822     4,779,592
                                                                           
    Total liabilities and                                                  
partners' equity                    $40,598,036   $41,864,509   $43,262,296
                                    ===========   ===========   ===========
SUMMARIZED STATEMENTS OF                                                   
OPERATIONS                                                                 
Rental and other income             $ 5,716,581   $ 5,712,212   $ 5,559,478
Expenses:                                                                  
  Operating expenses                  2,523,961     2,414,283     2,222,999
  Interest expense                    2,580,836     2,658,919     2,728,293
  Depreciation and amortization       1,573,077     1,625,748     1,553,899
                                    -----------   -----------   -----------
    Total expenses                    6,677,874     6,698,950     6,505,191
                                    -----------   -----------   -----------
      Net loss                      $  (961,293)  $  (986,738)  $  (945,713)
                                    ===========   ===========   ===========
Other partners' share of net loss   $    (9,613)  $    (9,867)  $    (9,456)
                                    ===========   ===========   ===========
Partnerships' share of net loss        (951,680)     (976,871)     (936,257)
                                                                           
Suspended losses                         41,689        40,687             0
                                    -----------   -----------   -----------
Equity in Losses of Project                                                
Partnerships                        $  (909,991)  $  (936,184)  $  (936,257)
                                     ==========   ===========   ===========
As  of December 31, 1997, the largest Project Partnership constituted  5.4%
and  5.5%,  and  as  of  December 31, 1996 the largest Project  Partnership
constituted  5.4%  and  4.1% 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:
                                              DECEMBER 31, 
                                      1997         1996          1995
SERIES 8                              ----         ----          ----
SUMMARIZED BALANCE SHEETS                                                  
Assets:                                                                    
  Current assets                    $ 2,220,607   $ 1,906,836   $ 1,777,894
  Investment properties, net         40,801,033    42,364,497    43,971,187
  Other assets                           40,006        60,527        67,558
                                   ------------  ------------   -----------
    Total assets                    $43,061,646   $44,331,860   $45,816,639
                                                                           
Liabilities and Partners' Equity:                                          
  Current liabilities                 1,179,934     1,211,075     1,472,200
  Long-term debt                     38,898,362    39,045,306    39,164,489
                                   ------------  ------------   -----------
    Total liabilities                40,078,296    40,256,381    40,636,689
                                                                           
Partners' equity                                                           
  Gateway                             3,069,347     4,118,975     5,163,437
  General Partners                     (85,997)      (43,496)        16,513
                                   ------------   -----------   -----------
    Total Partners' equity            2,983,350     4,075,479     5,179,950
                                                                           
    Total liabilities and           $43,061,646   $44,331,860   $45,816,639
partners' equity                   ============  ============   ===========
                                                                           
SUMMARIZED STATEMENTS OF                                                   
OPERATIONS                                                                 
Rental and other income             $ 5,753,648   $ 5,753,793   $ 5,140,306
Expenses:                                                                  
  Operating expenses                  2,445,185     2,339,160     2,182,472
  Interest expense                    2,712,456     2,799,196     2,561,695
  Depreciation and amortization       1,627,815     1,652,936     1,521,763
                                   ------------  ------------  ------------
    Total expenses                    6,785,456     6,791,292     6,265,930
                                   ------------   -----------  ------------
      Net loss                     $ (1,031,808) $ (1,037,499) $ (1,125,624)
                                   ============  ============  ============
Other partners' share of net loss  $    (13,042) $    (13,594) $    (14,769)
                                   ============  ============  ============
Partnerships' share of net loss      (1,018,766)   (1,023,905)   (1,110,855)
                                                                           
Suspended losses                         55,311        24,072             0
                                   ------------  ------------  ------------
Equity in Losses of Project                                                
Partnerships                       $   (963,455) $   (999,833) $ (1,110,855)
                                   ============  ============  ============

As  of December 31, 1997, the largest Project Partnership constituted  5.6%
and  5.8%,  and  as  of  December 31, 1996 the largest Project  Partnership
constituted  5.6%  and  5.8% 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:
                                                 DECEMBER 31,            
                                       1997         1996          1995
SERIES 9                               ----         ----          ----
SUMMARIZED BALANCE SHEETS                                                  
Assets:                                                                    
  Current assets                    $ 1,431,278   $ 1,270,678   $ 1,184,980
  Investment properties, net         22,640,398    23,508,821    24,403,195
  Other assets                            8,956        12,771        13,679
                                   ------------  ------------  ------------
    Total assets                    $24,080,632   $24,792,270   $25,601,854
                                   ============  ============  ============
Liabilities and Partners' Equity:                                          
  Current liabilities                   424,314       545,719       707,269
  Long-term debt                     20,587,632    20,655,161    20,721,177
                                   ------------  ------------  ------------
    Total liabilities                21,011,946    21,200,880    21,428,446
                                                                           
Partners' equity                                                           
  Gateway                             3,136,984     3,617,355     4,161,214
  General Partners                     (68,298)      (25,965)        12,194
                                   ------------  ------------  ------------
    Total Partners' equity            3,068,686     3,591,390     4,173,408
                                                                           
    Total liabilities and           $24,080,632   $24,792,270   $25,601,854
partners' equity                   ============  ============  ============
                                                                           
SUMMARIZED STATEMENTS OF                                                   
OPERATIONS                                                                 
Rental and other income             $ 2,994,649   $ 3,012,188   $ 2,768,235
Expenses:                                                                  
  Operating expenses                  1,203,597     1,170,767       999,496
  Interest expense                    1,353,615     1,439,681     1,367,635
  Depreciation and amortization         901,709       913,666       863,953
                                   ------------  ------------  ------------
    Total expenses                    3,458,921     3,524,114     3,231,084
                                   ------------  ------------  ------------
      Net loss                     $   (464,272) $   (511,926) $   (462,849)
                                   ============  ============  ============
Other partners' share of net loss  $     (4,643) $     (5,119) $     (4,628)
                                   ============  ============  ============
Partnerships' share of net loss        (459,629)     (506,807)     (458,221)
                                                                           
Suspended losses                              0             0             0
                                   ------------  ------------  ------------
Equity in Losses of Project                                                
Partnerships                       $   (459,629) $   (506,807) $   (458,221)
                                   ============  ============  ============

As  of December 31, 1997, the largest Project Partnership constituted  7.2%
and  6.9%,  and  as  of  December 31, 1996 the largest Project  Partnership
constituted  7.2%  and  8.6% 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:
                                                 DECEMBER 31,               
                                       1997         1996          1995
SERIES 10                              ----         ----          ----
SUMMARIZED BALANCE SHEETS                                                  
Assets:                                                                    
  Current assets                    $ 1,165,222   $ 1,003,956   $ 1,131,901
  Investment properties, net         15,705,282    16,200,866    16,686,974
  Other assets                           14,855        21,293        27,335
                                   ------------  ------------  ------------
    Total assets                    $16,885,359   $17,226,115   $17,846,210
                                   ============  ============  ============
Liabilities and Partners' Equity:                                          
  Current liabilities                   288,837       293,331       590,081
  Long-term debt                     13,487,607    13,542,629    13,607,468
                                   ------------  ------------  ------------
    Total liabilities                13,776,444    13,835,960    14,197,549
                                                                           
Partners' equity                                                           
  Gateway                             3,186,296     3,401,814     3,608,073
  General Partners                     (77,381)      (11,659)        40,588
                                   ------------  ------------  ------------
    Total Partners' equity            3,108,915     3,390,155     3,648,661
                                                                           
    Total liabilities and                                                  
partners' equity                    $16,885,359   $17,226,115   $17,846,210
                                   ============  ============  ============
SUMMARIZED STATEMENTS OF                                                   
OPERATIONS                                                                 
Rental and other income             $ 1,888,003   $ 1,897,728   $ 1,797,699
Expenses:                                                                  
  Operating expenses                    798,454       794,120       718,628
  Interest expense                      771,088       774,429       766,921
  Depreciation and amortization         511,020       516,816       475,696
                                   ------------  ------------  ------------
    Total expenses                    2,080,562     2,085,365     1,961,245
                                   ------------  ------------  ------------
      Net loss                     $   (192,559) $   (187,637) $   (163,546)
                                   ============  ============  ============
Other partners' share of net loss  $      2,624   $     2,554   $     4,311
                                   ============  ============  ============
Partnerships' share of net loss        (195,183)     (190,191)     (167,857)
                                                                           
Suspended losses                              0             0             0
                                   ------------  ------------  ------------
Equity in Losses of Project                                                
Partnerships                       $   (195,183) $   (190,191) $   (167,857)
                                   ============  ============  ============

As  of December 31, 1997, the largest Project Partnership constituted 10.6%
and  12.1%,  and  as  of December 31, 1996 the largest Project  Partnership
constituted  10.6%  and 12.2% 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:
                                                DECEMBER 31,                   
                                      1997          1996          1995
SERIES 11                             ----          ----          ----
SUMMARIZED BALANCE SHEETS                                                  
Assets:                                                                    
  Current assets                    $   875,564   $   990,736   $ 2,108,185
  Investment properties, net         13,991,257    14,480,026    14,495,252
  Other assets                           24,358        29,127        23,687
                                   ------------  ------------  ------------
    Total assets                    $14,891,179   $15,499,889   $16,627,124
                                   ============  ============  ============
Liabilities and Partners' Equity:                                          
  Current liabilities                   390,123       631,225     1,371,789
  Long-term debt                     10,825,000    10,925,232    11,034,608
                                   ------------  ------------  ------------
    Total liabilities                11,215,123    11,556,457    12,406,397
                                                                           
Partners' equity                                                           
  Limited Partner                     3,603,675     3,805,385     3,882,428
  General Partners                       72,381       138,047       338,299
                                   ------------  ------------  ------------
    Total Partners' equity            3,676,056     3,943,432     4,220,727
                                                                           
    Total liabilities and                                                  
partners' equity                    $14,891,179   $15,499,889   $16,627,124
                                   ============  ============  ============
SUMMARIZED STATEMENTS OF                                                   
OPERATIONS                                                                 
Rental and other income             $ 1,668,431   $ 1,670,724   $   742,925
Expenses:                                                                  
  Operating expenses                    785,590       750,237       380,713
  Interest expense                      556,791       583,416       299,285
  Depreciation and amortization         506,631       537,223       198,591
                                   ------------  ------------  ------------
    Total expenses                    1,849,012     1,870,876       878,589
                                   ------------  ------------  ------------
      Net loss                     $   (180,581) $   (200,152) $   (135,664)
                                   ============  ============  ============
Other partners' share of net loss  $    (17,217) $    (17,667) $     (1,356)
                                   ============  ============  ============
Partnerships' share of net loss        (163,364)     (182,485)     (134,308)
                                                                           
Suspended losses                              0             0             0
                                   ------------  ------------  ------------
Equity in Losses of Project                                                
Partnerships                       $   (163,364) $   (182,485) $   (134,308)
                                   ============  ============  ============

As  of December 31, 1997, the largest Project Partnership constituted 21.2%
and  19.9%,  and  as  of December 31, 1996 the largest Project  Partnership
constituted  21.1%  and 19.6% 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:
                                                 DECEMBER 31,                  
                                       1997         1996          1995
TOTAL SERIES 7 - 11                    ----         ----          ----
SUMMARIZED BALANCE SHEETS                                                  
Assets:                                                                    
  Current assets                   $  8,279,932  $  7,480,832  $  8,456,073
  Investment properties, net        131,097,469   136,010,141   140,491,186
  Other assets                          139,451       223,670       206,864
                                  -------------  ------------  ------------
    Total assets                   $139,516,852  $143,714,643  $149,154,123
                                  =============  ============  ============
Liabilities and Partners' Equity:                                          
  Current liabilities                 3,285,637     3,851,883     5,364,161
  Long-term debt                    120,651,453   121,130,482   121,787,624
                                  -------------  ------------  ------------
    Total liabilities               123,937,090   124,982,365   127,151,785
                                                                           
Partners' equity                                                           
  Limited Partner                    15,721,557    18,658,802    21,534,432
  General Partners                    (141,795)        73,476       467,906
                                  -------------  ------------  ------------
    Total Partners' equity           15,579,762    18,732,278    22,002,338
                                                                           
    Total liabilities and                                                  
partners' equity                   $139,516,852  $143,714,643  $149,154,123
                                  =============  ============  ============
SUMMARIZED STATEMENTS OF                                                   
OPERATIONS                                                                 
Rental and other income             $18,021,312   $18,046,645   $16,008,643
Expenses:                                                                  
  Operating expenses                  7,756,787     7,468,567     6,504,308
  Interest expense                    7,974,786     8,255,641     7,723,829
  Depreciation and amortization       5,120,252     5,246,389     4,613,902
                                   ------------  ------------  ------------
    Total expenses                   20,851,825    20,970,597    18,842,039
                                   ------------  ------------  ------------
      Net loss                     $ (2,830,513) $ (2,923,952) $ (2,833,396)
                                   ============  ============  ============
Other partners' share of net loss  $    (41,891) $    (43,693) $    (25,898)
                                   ============  ============  ============
Partnerships' share of net loss      (2,788,622)   (2,880,259)   (2,807,498)
                                                                           
Suspended losses                         97,000        64,759             0
                                   ------------  ------------  ------------
Equity in Losses of Project                                                
Partnerships                       $ (2,691,622) $ (2,815,500) $ (2,807,498)
                                   ============  ============  ============
<PAGE>


NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

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

                            Equity Per Project                 
                               Partnership          Equity Per Partnership
                            ------------------      ----------------------
Series 7                               $2,725,255                $2,847,899
Series 8                                3,069,347                 3,129,294
Series 9                                3,136,984                 3,147,623
Series 10                               3,186,296                 3,180,016
Series 11                               3,603,675                 3,594,190


NOTE 6 - TAXABLE INCOME (LOSS):

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

                                   1998           1997            1996
SERIES 7                           ----           ----            ----
Net Loss per Financial                                                     
Statements                       $(1,010,863)   $(1,026,918)    $(1,014,650)
                                                                           
Equity in Losses of Project                                                
Partnerships for tax purposes                                              
less than (in excess of)                                                   
losses for financial                                                       
statement purposes                  (176,026)      (125,211)       (242,983)
                                                                           
Adjustments to convert March                                               
31, fiscal year end to                                                     
December 31, taxable year end         (3,563)         1,130           5,831
                                                                           
Items Expensed for Financial                                               
Statement purposes not                                                     
expensed for Tax purposes:                                                 
  Asset Management Fee                46,034         43,668          49,944
  Amortization Expense                21,542         22,062          22,350
                                ------------   ------------    ------------
                                                                           
Partnership loss for tax                                                   
purposes as of December 31       $(1,122,876)   $(1,085,269)    $(1,179,508)
                                ============   ============    ============
                                                                    
                               December 31,   December 31,    December 31,
                                   1997           1996            1995
                               ------------   ------------    -----------
Federal Low Income Housing                                                 
Tax Credits                      $ 1,695,190    $ 1,685,951     $ 1,610,621
                                 ===========    ===========     ===========
<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:

                                   1998           1997            1996
SERIES 8                           ----           ----            ----
Net Loss per Financial                                                     
Statements                       $(1,060,938)   $(1,089,189)    $(1,201,546)
                                                                           
Equity in Losses of Project                                                
Partnerships for tax purposes                                              
less than (in excess of)                                                   
losses for financial                                                       
statement purposes                  (213,027)      (292,642)       (175,816)
                                                                           
Adjustments to convert March                                               
31, fiscal year end to                                                     
December 31, taxable year end         (3,764)         1,190          (8,367)
                                                                           
Items Expensed for Financial                                               
Statement purposes not                                                     
expensed for Tax purposes:                                                 
  Asset Management Fee                53,647         61,961          72,645
  Amortization Expense                14,560         14,551          23,079
                                ------------   ------------    ------------
                                                                           
Partnership loss for tax                                                   
purposes as of December 31       $(1,209,522)   $(1,304,129)    $(1,290,005)
                                ============   ============    ============
                                                                    
                               December 31,   December 31,    December 31,
                                   1997           1996            1995
                               ------------   ------------    -----------
Federal Low Income Housing                                                 
Tax Credits                      $ 1,620,511    $ 1,605,034     $ 1,449,473
                                 ===========    ===========     ===========
<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:

                                   1998           1997            1996
SERIES 9                           ----           ----            ----
Net Loss per Financial                                                     
Statements                       $  (512,506)   $  (557,202)    $  (504,713)
                                                                           
Equity in Losses of Project                                                
Partnerships for tax purposes                                              
less than (in excess of)                                                   
losses for financial                                                       
statement purposes                  (104,407)      (126,579)       (151,819)
                                                                           
Adjustments to convert March                                               
31, fiscal year end to                                                     
December 31, taxable year end         (2,981)            33           2,315
                                                                           
Items Expensed for Financial                                               
Statement purposes not                                                     
expensed for Tax purposes:                                                 
  Asset Management Fee                33,759         40,872          54,509
  Amortization Expense                 7,117          7,619           4,988
                                ------------   ------------    ------------
                                                                           
Partnership loss for tax                                                   
purposes as of December 31       $  (579,018)   $  (635,257)    $  (594,720)
                                ============   ============    ============
                                                                    
                               December 31,   December 31,    December 31,
                                   1997           1996            1995
                               ------------   ------------    -----------
Federal Low Income Housing                                                 
Tax Credits                      $   968,961    $   968,279     $   904,162
                                 ===========    ===========     ===========
<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:

                                   1998           1997            1996
SERIES 10                          ----           ----            ----
Net Loss per Financial                                                     
Statements                       $  (224,779)   $  (214,923)    $  (189,034)
                                                                           
Equity in Losses of Project                                                
Partnerships for tax purposes                                              
less than (in excess of)                                                   
losses for financial                                                       
statement purposes                  (158,805)      (168,640)       (195,074)
                                                                           
Adjustments to convert March                                               
31, fiscal year end to                                                     
December 31, taxable year end           (266)           843          (5,491)
                                                                           
Items Expensed for Financial                                               
Statement purposes not                                                     
expensed for Tax purposes:                                                 
  Asset Management Fee                 8,101         19,295          19,011
  Amortization Expense                 5,806          5,947           9,220
                                ------------   ------------    ------------
                                                                           
Partnership loss for tax                                                   
purposes as of December 31       $  (369,943)   $  (357,478)    $  (361,368)
                                ============   ============    ============
                                                                    
                               December 31,   December 31,    December 31,
                                   1997           1996            1995
                               ------------   ------------    -----------
Federal Low Income Housing                                                 
Tax Credits                      $   762,183    $   762,241     $   708,449
                                 ===========    ===========     ===========
<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:

                                   1998           1997            1996
SERIES 11                          ----           ----            ----
Net Loss per Financial                                                     
Statements                       $  (183,183)   $  (196,029)    $  (108,465)
                                                                           
Equity in Losses of Project                                                
Partnerships for tax purposes                                              
less than (in excess of)                                                   
losses for financial                                                       
statement purposes                   (85,093)       (60,284)        (34,374)
                                                                           
Adjustments to convert March                                               
31, fiscal year end to                                                     
December 31, taxable year end         (2,137)        (1,509)         29,523
                                                                           
Items Expensed for Financial                                               
Statement purposes not                                                     
expensed for Tax purposes:                                                 
  Asset Management Fee                 9,851          7,548          18,956
  Amortization Expense                 7,391          9,300           4,945
                                ------------   ------------    ------------
                                                                           
Partnership loss for tax                                                   
purposes as of December 31       $  (253,171)   $  (240,974)    $   (89,415)
                                ============   ============    ============
                                                                    
                               December 31,   December 31,    December 31,
                                   1997           1996            1995
                               ------------   ------------    -----------
Federal Low Income Housing                                                 
Tax Credits                      $   756,995    $   724,590     $   169,116
                                 ===========    ===========     ===========
<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:

                                   1998           1997            1996
TOTAL SERIES 7 -11                 ----           ----            ----
Net Loss per Financial                                                     
Statements                       $(2,992,269)   $(3,084,261)    $(3,018,408)
                                                                           
Equity in Losses of Project                                                
Partnerships for tax purposes                                              
less than (in excess of)                                                   
losses for financial                                                       
statement purposes                  (737,358)      (773,356)       (800,066)
                                                                           
Adjustments to convert March                                               
31, fiscal year end to                                                     
December 31, taxable year end        (12,711)         1,687          23,811
                                                                           
Items Expensed for Financial                                               
Statement purposes not                                                     
expensed for Tax purposes:                                                 
  Asset Management Fee               151,392        173,344         215,065
  Amortization Expense                56,416         59,479          64,582
                                ------------   ------------    ------------
                                                                           
Partnership loss for tax                                                   
purposes as of December 31       $(3,534,530)   $(3,623,107)    $(3,515,016)
                                ============   ============    ============

The  difference  in  the  total  value of the Partnership's  Investment  in
Project  Partnerships  is  approximately  $720,000  higher  for  Series  7,
$794,000 higher for Series 8, $428,000 higher for Series 9, $520,000 higher
for  Series  10  and $124,000 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>
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, 1997 and 1996, 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, 1997 and 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  January  26,  1998 on our  consideration  of  Maple  Street
Apartments  internal  control  structure  and  compliance  with  laws   and
regulations.


/s/ Vincent & Voss
Certified Public Accountants

January 26, 1998
<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, 1997 and 1996, 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  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, 1997 and 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 15, 1998
<PAGE>
Dauby O'Connor & Zaleski LLC
698 Pro Med Lane
Carmel, IN  46032
PHONE:  317-848-5700
FAX:  317-815-6140

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners of
Gila Bend Housing, Ltd.
(an Arizona limited partnership)

We  have audited the accompanying balance sheets of Gila Bend Housing, Ltd.
(an  Arizona limited partnership) as of December 31, 1997 and 1996, 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, 1997 and 1996, 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 10, 1998,  on our consideration of the Partnership's
internal control structure and a report dated  February 10, 1998,   on  its
compliance with laws and regulations.

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

This  report  is  intended  solely for the  information  of  the  Partners,
management of Gila Bend Housing, Ltd. and for filing with RD and should not
be used for any other purpose.


/s/ Dauby O'Connor & Zaleski LLC
Certified Public Accountants
Carmel, Indiana
February, 10, 1998
<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, 1997 and 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 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  Manchester  Elderly
Housing,  L.P.  as of December 31, 1997 and 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 January 21, 1998  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 21, 1998
<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,
1997 and 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 Meadow Run Apartments,
L.P.  as  of  December 31, 1997 and 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  January  21,  1998   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 21, 1998
<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, 1997  and
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  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, 1997 and 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 January 21, 1998 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 21, 1998
<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.: 58-1936981  as  of
December 31, 1997 and 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 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 Blue  Ridge  Elderly
Housing,  L.P.  as of December 31, 1997 and 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 21, 1998  on our consideration  of  the  Blue  Ridge
Elderly  Housing,  L.P.'s internal control structure  and  a  report  dated
January 21, 1998 on its compliance with laws and regulations.


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

January 21, 1998
<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, 1997 and 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  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, 1997 and 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  21,  1998  on  our  consideration  of  Arbor  Trace
Apartments  Phase II, L.P.'s internal control structure and a report  dated
January 21, 1998 on its compliance with laws and regulations.


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

January 21, 1998
<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, 1997 and 1996,
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, 1997 and 1996,
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  January  22,  1998, on our consideration  of  Omega  Rental
Housing, L.P.'s internal control structure and on its compliance with  laws
and regulations applicable to the financial statements.


/s/ Reznick, Fedder & Silverman
Certified Public Accountants
Atlanta, Georgia

January 22, 1998
<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, 1997, 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, 1997, 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 9, 1998
<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 I, A Limited Partnership
D/B/A Woodbine Apartments
Fort Smith, Arkansas

We have audited the accompanying balance sheets of ANTLERS PROPERTIES I,  A
LIMITED PARTNERSHIP, D/B/A WOODBINE APARTMENTS as of December 31, 1997  and
1996, 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 I, A
LIMITED PARTNERSHIP, D/B/A WOODBINE APARTMENTS as of December 31, 1997  and
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  February  19,  1998, on our consideration  of  the  internal
control  structure  of ANTLERS PROPERTIES I, 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 19, 1998
<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,  1997
and  1996,  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, 1997
and  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  February  19,  1998, 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 19, 1998
<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, 1997 and  1996,  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, 1997 and 1996, 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 21, 1998 on our consideration of Sunrise I Apartments
Limited Partnership's internal control structure and a report dated January
21, 1998 on its compliance with laws and regulations.


/s/ Charles Bailly & Co.
Certified Public Accountants
Sioux Falls, South Dakota

January 21, 1998
<PAGE>
VanRheenen, Miller & Rose, P.L.L.C.
1309 E. Race Avenue
Searcy, AR 72143
PHONE:  501-268-8356
FAX:  501-268-9362

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

We   have   audited  the  accompanying  financial  statements   of  Pioneer
Apartments,  An Arkansas Limited Partnership, D/B/A Pioneer Apartments,  as
of  December 31, 1997 and 1996, and for the years then ended, as listed  in
the  table of contents.  These financial statements  are the responsibility
of  the  Partnership's management.  Our responsibility  is  to  express  an
opinion on these financial statements based on our 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 statements  presentation.   We
believe that our audit provides a reasonable basis for our opinion.

In  our opinion, the financial statements referred to above present fairly,
in  all material respects, the financial position of Pioneer Apartments, An
Arkansas  Limited Partnership, D/B/A Pioneer Apartments as of December  31,
1997 and 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 February 13, 1998 on our consideration of Pioneer Apartments,
An Arkansas Limited Partnership, D/B/A Pioneer Apartments' internal control
over  financial  reporting  and our tests of its  compliance  with  certain
provisions of laws, regulations, contracts and grants.



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

February 13, 1998
<PAGE>
VanRheenen, Miller & Rose, P.L.L.C.
1309 E. Race Avenue
Searcy, AR 72143
PHONE:  501-268-8356
FAX:  501-268-9362

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

We   have   audited  the  accompanying  financial  statements  of  Cardinal
Apartments,  An Arkansas Limited Partnership, D/B/A Cardinal Apartments  as
of  December 31, 1997 and 1996, and for the years then ended, as listed  in
the  table  of contents.  These financial statements are the responsibility
of  the  Partnership's management.  Our responsibility  is  to  express  an
opinion on these financial statements based on our audit.

We  conducted  our  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,
1997  and 1996, and the results of its operations for the years then  ended
in conformity with generally accepted accounting principles.



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

February 13, 1998
<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, 1997 and 1996, 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, 1997 and 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 February 6, 1998  on our consideration of Peachtree Associates
Limited  Partnership's  internal  control  structure  and  a  report  dated
February 6, 1998 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

February 6, 1998
<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  as of December 31, 1997 and  1996,  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, 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 my audits provide a reasonable basis for my opinion.

In  my  opinion, the financial statements referred to above present fairly,
in  all  material respects, the financial position of Mountain  City  Manor
Limited  Partnership as of December 31, 1997 and 1996, 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 accompanying  information  on
pages 15 to 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 audit 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 18, 1998 on my consideration of Mountain City  Manor
Limited  Partnership's  internal  control  structure  and  a  report  dated
February 18, 1998 on its compliance with laws and regulations applicable to
the financial statements.


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

February 18, 1998
<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 as of December 31, 1997 and 1996, 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, 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 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,
1997  and  1996,  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 accompanying  information  on
pages 15 to 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 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 18, 1998 on my consideration  of  Tazewell  Village
Limited  Partnership's  internal  control  structure  and  a  report  dated
February 18, 1998 on its compliance with laws and regulations applicable to
the financial statements.


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

February 18, 1998
<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  Apartments as of December 31, 1997 and 1996, 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, 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 my audits provide a reasonable basis for my opinion.

In  my  opinion, the financial statements referred to above present fairly,
in  all  material  respects, the financial position  of  Jamestown  Village
Limited  Partnership as of December 31, 1997 and 1996, 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 accompanying  information  on
pages 15 to 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 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 18, 1998 on my consideration of  Jamestown  Village
Limited  Partnership's  internal  control  structure  and  a  report  dated
February 18, 1998 on its compliance with laws and regulations applicable to
the financial statements.


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

February 18, 1998
<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
Partnershipas of December 31, 1997 and 1996, 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, 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 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 Partnershipas of December 31, 1997 and 1996, 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 accompanying  information  on
pages 15 to 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 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 18, 1998 on my consideration of Clinch  View  Manor
Limited  Partnership's  internal  control  structure  and  a  report  dated
February 18, 1998 on its compliance with laws and regulations applicable to
the financial statements.


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

February 18, 1998
<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 as of December 31, 1997 and 1996, and the related statements of
operations,  partners'  equity and cash flows for  the  years  then  ended.
These  financial  statements are the responsibility  of  the  Partnership's
management.  My responsibility is to express an opinion on these  financial
statements based on my audits.

I  conducted  my  audits  in  accordance with generally  accepted  auditing
Standards  and  Government  Auditing Standards issued  by  the  Comptroller
General  of  the  United  States, and the U.S. Department  of  Agriculture,
Farmers Home Administration Audit Program.  Those standards require that  I
plan and perform the 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  as  of  December 31, 1997 and 1996, 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 accompanying  information  on
pages 15 to 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 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 18, 1998 on my consideration of Warsaw Manor Limited
Partnership's  internal control structure and a report dated  February  18,
1998  on  its  compliance  with  laws and  regulations  applicable  to  the
financial statements.


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

February 18, 1998
<PAGE>
Lou Ann Montey & Associates, P.C.
8400 B. Mopac Expressway,  Suite 304
Austin, TX  78759
PHONE:  512-338-0044
FAX:  512-338-5395

                  INDEPENDENT AUDITORS' REPORT

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

We  have audited the accompanying balance sheets of Elsa Retirement,  Ltd.-
(A  Texas Limited Partnership), as of December 31, 1997 and 1996,  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, 1997 and 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, 1998 on our consideration of the internal control
structure  of  Elsa  Retirement, Ltd.-(A Texas  Limited  Partnership)and  a
report dated January 16, 1998 on its compliance with laws and regulations.


/s/ Lou Anne Montey & Associates, P.C.
Certified Public Accountants
Austin, Texas

January 16, 1998
<PAGE>
Lou Anne Montey & Associates, P.C.
8400 N. Mopac Expressway, Suite 304
Austin, TX  78759
PHONE:  512-338-0044
FAX:  512-338-5395

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

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

We  have audited the accompanying balance sheets of Dilley Retirement, Ltd.
(A  Texas  Limited Partnership) as of December 31, 1997 and 1996,  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, 1997 and 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 15, 1998, on our consideration of the internal control
structure  of Dilley Retirement, Ltd. (A Texas Limited Partnership)  and  a
report dated January 15, 1998 on its compliance with laws and regulations.


/s/ Lou Anne Montey & Associates, P.C.
Certified Public Accountants
Austin, Texas

January 15, 1998
<PAGE>
Lou Ann Montey & Associates, P.C.
8400 N. Mopac Expressway, Suite 304
Austin, TX   78759
PHONE:  512-338-0044
FAX:  512-338-5395

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

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

We  have audited the accompanying balance sheets of Taylor Retirement, Ltd.
(A  Texas Limited Partnership), as of December 31, 1997 and 1996,  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, 1997 and 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 20, 1998 on our consideration of the internal control
structure  of  Taylor Retirement, Ltd.- (A Texas Limited Partnership)and  a
report dated January 20, 1998 on its compliance with laws and regulations.


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

January 20, 1998
<PAGE>
Lou Ann Montey & Associates, P.C.
8400 N. Mopac Expressway, Suite 304
Austin, TX  78759
PHONE:  512-338-0044
FAX:  512-338-5395

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

We  have audited the accompanying balance sheets of Donna Retirement, Ltd.-
(A  Texas Limited Partnership), as of December 31, 1997 and 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  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, 1997 and 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, 1998 on our consideration of the internal control
structure  of  Donna Retirement, Ltd.- (A Texas Limited  Partnership)and  a
report dated January 16, 1998 on its compliance with laws and regulations.


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

January 16, 1998
<PAGE>
David Pelliccione, C.P.A., P.C.
329 Eisenhower Dr., Suite B-200
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, 1997 and 1996, 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, 1997 and 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  our
report  dated  February  23,  1998, on our  consideration  of  BROOKS  LANE
APARTMENTS, L.P.'S internal control over financial reporting and our  tests
of  its  compliance with certain provisions of laws, regulations, contracts
and grants.

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 Rural Housing Services.  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 23, 1998
<PAGE>
David Pelliccione, C.P.A., P.C.
329 Eisenhower Dr., Suite B-200
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, 1997 and 1996, 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, 1997 and 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  our
report  dated  February  23,  1998, on our consideration  of  BROOKS  FIELD
APARTMENTS, L.P.'S internal control over financial reporting and our  tests
of  its  compliance with certain provisions of laws, regulations, contracts
and grants.

Our  audit  was  made for the purpose of forming an opinion  on  the  basic
financial  statements of BROOKS FIELD APARTMENTS, L.P., taken as  a  whole.
The  accompanying financial information listed as supplementary data in the
table  of  contents  is  presented for purposes of additional  analysis  as
required by Rural Housing Services.  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 23, 1998
<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, 1997 and 1996, 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, 1997 and 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  our
report  dated  February  23,  1998, on our consideration  of  BROOKS  POINT
APARTMENTS, L.P.'S internal control over financial reporting and our  tests
of  its  compliance with certain provisions of laws, regulations, contracts
and grants.

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 Rural Housing Services.  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 23, 1998
<PAGE>
McCartney & Company, P.C.
2121 University Park Drive - Suite 150
Okemos, MI  48864
PHONE:  517-347-5000
FAX:  517-347-5007

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

Partners
Mariner Cove Apartments, Limited Partnership
DeWitt, Michigan

We  have audited the accompanying balance sheets of Mariner Cove Apartments
Limited  Partnership  as of December 31, 1997 and  1996,  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, 1997 and 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  March  4,  1998,   on our  consideration  of  Mariner  Cove
Apartments  Limited  Partnership's  internal  control  structure  and   its
compliance with laws and regulations.


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

March 4, 1998
<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, 1997, 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, 1997,  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, 1998 on our consideration of South  Brenchley's
internal  control structure, and a report dated February 10, 1998,  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, 1998
<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, 1997 and 1996 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 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, 1997 and 1996 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  9, 1998 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 9, 1998
<PAGE>
Miller, Mayer, Sullivan & Stevens LLP
2365 Harrodsburg Rd.
Lexington, KY 40504-3399
PHONE:  606-223-3095
FAX:  606-223-2143

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

To the Partners
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,  1997  and  1996, 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, 1997 and 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  January  28, 1998  on our consideration  of  Louisa  Senior
Apartments, Ltd.'s internal control over financial reporting and our  tests
of  its  compliance with certain provisions of laws, regulations, contracts
and grants.

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

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

January 28, 1998
<PAGE>
Miller, Mayer, Sullivan & Stevens LLP
2365 Harrodsburg Rd.
Lexington, KY 40504-3399
PHONE:  606-223-3095
FAX:  606-223-2143

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

To the Partners
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,
1997  and  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, 1997 and 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,  1998   on our  consideration  of  Wells  Hill
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 LLP
Certified Public Accountants
Lexington, Kentucky

February 3, 1998
<PAGE>
Charles Bailly & Co. P.L.L.P.
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, 1997 and 1996, 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, 1997 and 1996, 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  4, 1998 on our consideration  of  Lincoln,  Ltd.'s
internal  control  structure and a report dated February  4,  1998  on  its
compliance with laws and regulations.


/s/ Charles Bailly & Co. P.L.L.P.
Certified Public Accountants
Sioux Falls, South Dakota

February 4, 1998
<PAGE>
Charles Bailly & Co. P.L.L.P.
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, 1997 and 1996,  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, 1997 and 1996, 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 5, 1998 on our consideration of  Courtyard,  Ltd.'s
internal  control  structure and a report dated February  5,  1998  on  its
compliance with laws and regulations.


/s/ Charles Bailly & Co. P.L.L.P.
Certified Public Accountants
Sioux Falls, South Dakota

February 5, 1998
<PAGE>
Brockway, Gersbach & Neimeier, P.C.
P.O. Box 4083
Temple, TX 76505-4083
PHONE:  254-773-9907
FAX:  254-773-1570

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

We  have  audited the balance sheet of Leander Housing 1990, Ltd. (A  Texas
Limited  Partnership), as of December 31, 1997 and 1996,  and  the  related
statements of partners' capital, 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 financial statements referred to above present fairly,
in  all material respects, the financial position of Leander Housing  1990,
Ltd.  as  of  December 31, 1997 and 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  our
reports  dated  February 3, 1998 in our consideration  of  Leander  Housing
1990,  Ltd.'s  internal  control  and  on  its  compliance  with  laws  and
regulations applicable to the financial statements.

Our  audits  were 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 FmHA  1930-8);
Statement of Actual Budget and Income (Form FmHA 1930-7) for the year ended
December  31, 1997 and the Supplemental Data Required by the Rural  Housing
and  Community Development Services, is presented for purposes of complying
with  the  requirements  of  the Rural Housing  and  Community  Development
Services  and  is  not  a required part of the basic financial  statements.
Such information has been subjected to the audit procedures applied in  the
audit  of  the  basic financial statements and, in our opinion,  is  fairly
stated  in  all  material  respects  in relation  to  the  basic  financial
statements taken as a whole.

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

February 3, 1998
<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, 1997  and  1996,  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, 1997 and 1996, 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 22, 1998 on our consideration of  the  Partnership's
compliance and internal control over financial reporting.


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

January 22, 1998
<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, 1997 and 1996, 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, 1997 and 1996, 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, 1998 on our consideration of  the  Partnership's
compliance and internal control over financial reporting.


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

January 23, 1998
<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, 1997 and 1996, and the  related  statements  of
operations, changes in partners' equity and cash flows for the years  ended
December   31,  1997  and  1996.   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, 1997 and 1996, and the results of its operations,
changes in partners' equity and its cash flows for the years ended December
31,  1997  and  1996,  in  conformity with  generally  accepted  accounting
principles.

In  accordance with Government Auditing Standards, we have also issued  our
report  dated January 22, 1998 on  the Partnership's internal control  over
financial reporting.


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

January 22, 1998
<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, 1997 and 1996,  and  the
related  statements  of income and expenses, 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  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, 1997 and 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  15, 1998 on our consideration  of  ROYSTON  ELDERLY
HOUSING,  L.P.'s internal control structure and a report dated January  15,
1998 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
page  10  is  presented for purposes of additional analysis and  is  not  a
required part of the basic financial statements. Such information has  been
subjected  to  the 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 15, 1998
<PAGE>
Leavitt, Christensen & Co.
9100 W. Blackeagle Drive
Boise, ID  83709
PHONE:  208-322-6769
FAX:  208-322-7307

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


Managing General Partner
Heritage Park Associates Limited Partnership
Boise, Idaho

We have audited the accompanying balance sheets of Heritage Park Associates
Limited  Partnership,  as of December 31, 1997 and 1996,  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, 1997 and 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  2,  1998 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

February 2, 1998
<PAGE>
Bob T. Robinson
2084 Dunbarton Drive
Jackson, MS  39216
PHONE:  601-982-3875

                  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, RD Case No.: 28-058-640818315 as  of
December  31,  1997, and the related statements of income, project  equity,
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.   The
financial  statements of Elderly Housing of Pontotoc, L.P. as  of  December
31,  1996  were audited by other auditors whose report dated  February  22,
1997 expressed an unqualified opinion on those statements.

I  conducted  the  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 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.  as of December 31, 1997 and the results of its  operations
and  its  cash  flows for the year then ended in conformity with  generally
accepted accounting principles.

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



/s/ Bob T. Robinson
Certified Public Accountant

February 23, 1998
<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,
1997  and 1996, 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, 1997 and 1996,  and  the
results  of its operations and its cash flows for the years then  ended  in
conformity with generally accepted accounting principles.

The  audits  were made for the purpose of forming an opinion on  the  basic
financial  statements  taken as a whole.  The supplemental  information  on
pages 10 through 13 is presented for purposes of additional analysis and is
not  a  required part of the basic financial statements.  The  supplemental
information presented in the Multiple Family Housing Borrower Balance Sheet
(Form FmHA 1930-8) Parts I and II for the year ended December 31, 1997  and
1996,  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 24 1998 on my consideration of Lakeshore  II,  Ltd.,
internal  control structure and a report dated February  24,  1998  on  its
compliance with laws and regulations.

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

February 24, 1998
<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,
1997  and 1996, 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, 1997  and  1996
and  the  results of its operations and its cash flows for the  years  then
ended in conformity with generally accepted accounting principles.

The  audits  were made for the purpose of forming an opinion on  the  basic
financial  statements  taken as a whole.  The supplemental  information  on
pages 10 through 13 is presented for purposes of additional analysis and is
not  a  required part of the basic financial statements.  The  supplemental
information presented in the Multiple Family Housing Borrower Balance Sheet
(Form FmHA 1930-8) Parts I and II for the years ended December 31, 1997 and
1996,  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 25, 1998 on my consideration of Skyview  Apartments,
Ltd.,  internal control structure and a report dated February 25,  1998  on
its compliance with laws and regulations.


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

February 25, 1998
<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, 1997 and  1996,  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, 1997 and 1996, 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.
Gadsden, Alabama

February 24, 1998
<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, 1997 and  1996,  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, 1997 and 1996, 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.
Gadsden, Alabama

February 13, 1998
<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, 1997 and  1996,  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  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, 1997 and 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.
Gadsden, Alabama

February 25, 1998
<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, 1997 and 1996,  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, 1997 and 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  our
reports  dated  February 28, 1998 on our consideration of  Galena  Seniors,
L.P.'s internal control and on its compliance with laws and regulations.

Our  audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The Supplemental Letter on pages 15-
16  is  presented for purposes of additional analysis and is not a required
part  of  the  basic  financial  statements.   Such  information  has  been
subjected  to  the auditing procedures applied in the audit  of  the  basic
financial statements and, in our opinion, is fairly stated in all  material
respects in relation to the basic financial statements taken as a whole.

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

February 28, 1998
<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, 1997 and 1996,  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, 1997 and 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  our
reports  dated February 28, 1998 on our consideration of Purdy Apartments,,
L.P.'s internal control and on its compliance with laws and regulations.

Our  audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The Supplemental Letter on pages 15-
16  is  presented for purposes of additional analysis and is not a required
part  of  the  basic  financial  statements.   Such  information  has  been
subjected  to  the auditing procedures applied in the audit  of  the  basic
financial statements and, in our opinion, is fairly stated in all  material
respects in relation to the basic financial statements taken as a whole.

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

February 28, 1998
<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, 1997and 1996,  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, 1997 and 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  our
reports  dated  February 28, 1998 on our consideration of  Aurora  Seniors,
L.P.'s internal control and on its compliance with laws and regulations.

Our  audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The Supplemental Letter on pages 15-
16  is  presented for purposes of additional analysis and is not a required
part  of  the  basic  financial  statements.   Such  information  has  been
subjected  to  the auditing procedures applied in the audit  of  the  basic
financial statements and, in our opinion, is fairly stated in all  material
respects in relation to the basic financial statements taken as a whole.


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

February 28, 1998
<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, 1997 and 1996,  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, 1997 and  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  our
reports  dated  February 28, 1998 on our consideration  of  Baxter  Springs
Seniors,  L.P.'s  internal  control and on its  compliance  with  laws  and
regulations.

Our audit was conducted for the purposes of forming an opinion on the basic
financial statements taken as a whole.  The Supplemental Letter on pages 15-
16  is  presented for purposes of additional analysis and is not a required
part  of  the  basic  financial  statements.   Such  information  has  been
subjected  to  the auditing procedures applied in the audit  of  the  basic
financial statements and, in our opinion, is fairly stated in all  material
respects in relation to the basic financial statements taken as a whole.

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

February 28, 1998
<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, 1997 and 1996,  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, 1997 and  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  our
reports  dated  February  28,  1998  on our  consideration  of  Marionville
Seniors,  L.P.'s  internal  control and on its  compliance  with  laws  and
regulations.

Our audit was conducted for the purposes of forming an opinion on the basic
financial statements taken as a whole.  The Supplemental Letter on pages 15-
16  is  presented for purposes of additional analysis and is not a required
part  of  the  basic  financial  statements.   Such  information  has  been
subjected  to  the auditing procedures applied in the audit  of  the  basic
financial statements and, in our opinion, is fairly stated in all  material
respects in relation to the basic financial statements taken as a whole.


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

February 28, 1998
<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, 1997, and the related statement  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, 1997, and the results of its operations and its cash flows for
the  year  then  ended  in  conformity with generally  accepted  accounting
principles.

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

In  accordance  with Government Auditing Standards, I have  also  issued  a
report  dated  March  10, 1998 on my consideration  of  Cavalry  Crossing's
internal  control  structure  and a report dated  March  10,  1998  on  its
compliance with laws and regulations.


/s/ Suellen Doubet, CPA
Wagoner, OK  74467

March 10, 1998
<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, 1997 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, 1997, and the results of its operations and its cash flows for
the  year  then  ended  in  conformity with generally  accepted  accounting
principles.

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

In  accordance  with Government Auditing Standards, I have  also  issued  a
report  dated  March  26, 1998 on my consideration  of  Sycamore  Landing's
internal  control  structure  and a report dated  March  26,  1998  on  its
compliance with laws and regulations.


/s/ Suellen Doubet, CPA
Wagoner, OK  74467

March 26, 1998
<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, 1997 and 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 Parsons Village as  of
December 31, 1997 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  18,  1998 on my consideration  of  Parsons  Village's
internal  control  structure  and a report dated  March  18,  1998  on  its
compliance with laws and regulations.


/s/ Suellen Doubet, CPA
Wagoner, OK  74467

March 18, 1998
<PAGE>
Reznick, Fedder & Silverman
Two Premier Plaza, 5th Floor
5605 Glenridge Drive
Atlanta, GA 30342-1376
PHONE:  404-847-9447
FAX:  404-847-9495

                  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, 1997 and 1996,
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, 1997 and 1996,
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  6,  1998,  on  our  consideration  of  Brookstone
Apartments,  L.P.'s internal control structure and on its  compliance  with
laws and regulations applicable to the financial statements.


/s/ Reznick, Fedder & Silverman
Certified Public Accountants
Atlanta, Georgia

February 6, 1998
<PAGE>
Reznick, Fedder & Silverman
Two Premier Plaza, 5th Floor
5605 Glenridge Drive
Atlanta, GA 30342-1376
PHONE:  404-847-9447
FAX:  404-847-9495

                  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, 1997 and 1996,
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,
1997  and  1996,  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  6,  1998, on our  consideration  of  Brookshollow
Apartments,  L.P.'s internal control structure and on its  compliance  with
laws and regulations applicable to the financial statements.


/s/ Reznick, Fedder & Silverman
Certified Public Accountants
Atlanta, Georgia

February 6, 1998
<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,  1997  and
1996,  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 the 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, 1997 and  1996,
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 16, 1998 on our consideration of  Morningside  Villa
Limited Partnership's internal control structure and a report dated January
16,  1998 on its compliance with specific requirements applicable to  Rural
Development Services programs.


/s/ Larry C. Stemen CPA & Associates
Certified Public Accountants
Columbus, Ohio

January 16, 1998
<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, 1997 and 1996,
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 the 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, 1997  and  1996,
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 16, 1998 on our consideration of  Kenton  Apartments
Company Limited Partnership's internal control structure and a report dated
January 16, 1998 on its compliance with specific requirements applicable to
Rural Development Services programs.


/s/ Larry C. Stemen CPA & Associates
Certified Public Accountants
Columbus, Ohio

January 16, 1998
<PAGE>
Burrus, Paul & Turnbull CPAs
1230 Crestar Bank Bldg
Norfolk, VA 23510-2276
PHONE:  757-873-1086
FAX:  757-873-6805

                  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, 1997 and 1996,  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, 1997 and 1996, 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 12 1998
<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 54, 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 37, 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 42, 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 51, 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 35, 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, 1998.  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, 1998.

   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, 1998, 1997 and 1996 the General Partners
and affiliates are entitled to compensation and reimbursement for costs and
expenses incurred by Gateway as follows:

  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.

                         1998               1997                1996
                         ----               ----                ----
Series 7                       $   0              $   0            $      0
Series 8                           0                  0                   0
Series 9                           0                  0               5,124
Series 10                          0                  0                 489
Series 11                          0                  0              86,986
                               -----              -----            --------
Total                          $   0              $   0            $ 92,599
                               =====              =====            ========

  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.

                         1998               1997                1996
                         ----               ----                ----
Series 7                       $   0              $   0             $ 2,142
Series 8                           0                  0                   0
Series 9                           0                  0                   0
Series 10                          0                  0                   0
Series 11                          0                178              22,123
                               -----              -----             -------
Total                          $   0              $ 178             $24,265
                               =====              =====             =======

 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.
                         1998               1997                1996
                         ----               ----                ----
Series 7                   $  88,433          $  80,591           $  79,980
Series 8                      92,191             88,857              88,183
Series 9                      50,592             49,594              49,218
Series 10                     34,101             30,997              30,761
Series 11                     27,281             24,797              24,609
                           ---------           --------            --------
Total                      $ 292,598          $ 274,836           $ 272,751
                           =========          =========           =========

  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.

                         1998               1997                1996
                         ----               ----                ----
Series 7                   $  14,380          $  12,039           $  11,913
Series 8                      15,855             13,275              13,312
Series 9                       8,849              7,410               7,430
Series 10                      5,531              4,630               4,641
Series 11                      4,424              3,702               3,654
                           ---------          ---------           ---------
Total                      $  49,039          $  41,056           $  40,950
                           =========          =========           =========
<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
Apartment Properties
                                                          Mortgage Loan
Partnership           Location             # of Units        Balance
-----------           --------             ----------     -------------

Nottingham            Pisgah, AL                   18           $   592,975
Cedar Hollow          Waterloo, NE                 24               767,513
Sunrise               Mission, SD                  44             2,046,062
Mountain City         Mountain City, TN            40             1,326,686
Burbank               Falls City, NE               24               811,089
Washington            Bloomfield, NE               24               804,414
BrookStone            McCaysville, GA              40             1,216,591
Tazewell              New Tazewell, TN             44             1,417,216
N. Irvine             Irvine, KY                   24               797,602
Horton                Horton, KS                   24               774,510
Manchester            Manchester, GA               42             1,222,673
Waynesboro            Waynesboro, GA               24               682,880
Lakeland II           Lakeland, GA                 30               842,652
Mt. Vernon            Mt. Vernon, GA               24               751,532
Meadow Run            Dawson, GA                   48             1,449,798
Spring Creek II       Quitman, GA                  24               678,767
Warm Springs          Warm Springs, GA             22               681,843
Blue Ridge            Blue Ridge, GA               41             1,107,174
Walnut                Elk Point, SD                24               829,237
Pioneer               Mountain View, AR            48             1,217,714
Dilley                Dilley, TX                   28               729,187
Elsa                  Elsa, TX                     40             1,046,029
Clinch View           Gate City, VA                42             1,479,347
Jamestown             Jamestown, TN                40             1,234,925
Leander               Leander, TX                  36               923,697
Louisa Sr.            Louisa, KY                   36             1,209,156
Orchard Commons       Crab Orchard, KY             12               369,475
Vardaman              Vardaman, MS                 24               739,470
Heritage Park         Paze, AZ                     32             1,254,581
BrooksHollow          Jasper, GA                   40             1,199,923
Cavalry Crossing      Ft. Scott, KS                40             1,430,725
Carson City           Carson City, KS              24               797,946
Matteson              Capa, KS                     24               771,864
Pembroke              Pembroke, KY                 16               520,054
Robynwood             Cynthiana, KY                24               795,134
Atoka                 Atoka, OK                    24               690,769
Coalgate              Coalgate, OK                 24               689,722
Hill Creek            West Blocton, AL             24               787,799
Cardinal              Mountain Home. AR            32               164,121
                                                               ------------
                                                               $ 36,852,852
                                                               ============
<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, 1997

SERIES 7
Apartment Properties
                              Cost At Acquisition                 
                             --------------------
                                                          Net Improvements
                                         Buildings,         Capitalized
                                        Improvements       Subsequent to
Partnership                Land         and Equipment       Acquisition
-----------                ----         -------------     ----------------
                                                                  
Nottingham                $   21,070         $   695,113         $      884
Cedar Hollow                  25,000             889,355             13,210
Sunrise                       30,000             837,000          1,640,687
Mountain City                 67,000           1,345,826            185,281
Burbank                       25,000             595,780            359,039
Washington                    30,000             401,435            531,117
BrookStone                    45,000             176,183          1,236,013
Tazewell                      75,000             834,811            806,631
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          1,483,038
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            863,647
Pioneer                       30,000           1,092,918            208,658
Dilley                        30,000             847,755             11,296
Elsa                          40,000           1,286,910             13,571
Clinch View                   99,000             409,447          1,272,586
Jamestown                     53,800             436,875          1,009,208
Leander                       46,000           1,063,200              5,134
Louisa Sr.                    90,000             449,409            965,250
Orchard Commons               28,789             452,556             (1,684)
Vardaman                      15,000              93,877            796,817
Heritage Park                199,000           1,243,700            104,351
BrooksHollow                  67,155             183,029          1,184,948
Cavalry Crossing              82,300             894,246            774,565
Carson City                   86,422             354,778            515,811
Matteson                      28,438             556,314            351,993
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
                         -----------        ------------       ------------
                          $1,666,043         $21,441,174        $22,119,434
                         ===========        ============       ============
<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, 1997


SERIES 7
Apartment Properties
                        Gross Amount At Which Carried At December 31, 1997
                                       --------------------
                                         Buildings,               
                                        Improvements              
Partnership                Land         and Equipment          Total
-----------                ----         -------------          -----
                                              
Nottingham                $   21,070         $   695,997        $   717,067
Cedar Hollow                  26,500             901,065            927,565
Sunrise                       30,000           2,477,687          2,507,687
Mountain City                 67,000           1,531,107          1,598,107
Burbank                       37,000             942,819            979,819
Washington                    52,733             909,819            962,552
BrookStone                    45,000           1,412,196          1,457,196
Tazewell                      75,000           1,641,442          1,716,442
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           1,704,840          1,744,840
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             933,026            995,726
Pioneer                       30,000           1,301,576          1,331,576
Dilley                        30,000             859,051            889,051
Elsa                          40,000           1,300,481          1,340,481
Clinch View                   99,000           1,682,033          1,781,033
Jamestown                     53,800           1,446,083          1,499,883
Leander                       46,000           1,068,334          1,114,334
Louisa Sr.                    90,000           1,414,659          1,504,659
Orchard Commons               28,789             450,872            479,661
Vardaman                      15,000             890,694            905,694
Heritage Park                199,000           1,348,051          1,547,051
BrooksHollow                  67,000           1,368,132          1,435,132
Cavalry Crossing              84,118           1,666,993          1,751,111
Carson City                   40,028             916,983            957,011
Matteson                      39,000             897,745            936,745
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
                         -----------        ------------       ------------
                          $1,694,052         $43,532,599        $45,226,651
                         ===========        ============       ============
<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, 1997

SERIES 7
Apartment Properties
                                                               
Partnership              Accumulated Depreciation      Depreciable Life
-----------              ------------------------      ----------------

Nottingham                             $  107,433          5.0-40.0
Cedar Hollow                              128,523          7.0-40.0
Sunrise                                   433,762          5.0-27.5
Mountain City                             324,455          7.0-27.5
Burbank                                   175,002          5.0-30.0
Washington                                195,317          5.0-30.0
BrookStone                                211,819          5.0-27.5
Tazewell                                  337,051          7.0-27.5
N. Irvine                                 130,236          5.0-40.0
Horton                                    201,728          5.0-25.0
Manchester                                208,005          5.0-25.0
Waynesboro                                117,087         10.0-30.0
Lakeland II                               157,836         10.0-30.0
Mt. Vernon                                111,054          5.0-30.0
Meadow Run                                247,977          7.0-27.5
Spring Creek II                           116,242         10.0-30.0
Warm Springs                              136,586          5.0-40.0
Blue Ridge                                222,461          5.0-25.0
Walnut                                    153,766          5.0-40.0
Pioneer                                   200,815         12.0-40.0
Dilley                                     92,740          5.0-50.0
Elsa                                      178,554          7.0-50.0
Clinch View                               331,145          7.0-27.5
Jamestown                                 279,475          7.0-27.5
Leander                                   220,142          7.0-30.0
Louisa Sr.                                219,897          5.0-40.0
Orchard Commons                            80,177          5.0-40.0
Vardaman                                  111,121          5.0-40.0
Heritage Park                             291,735          7.0-27.5
BrooksHollow                              192,766          5.0-27.5
Cavalry Crossing                          222,401         12.0-40.0
Carson City                               181,108          7.0-27.5
Matteson                                  185,274          7.0-27.5
Pembroke                                   94,883          5.0-40.0
Robynwood                                 145,721          5.0-40.0
Atoka                                     171,603          5.0-25.0
Coalgate                                  176,514          5.0-25.0
Hill Creek                                129,435          7.0-27.5
Cardinal                                   45,306          7.0-27.5
                                      -----------                          
                                       $7,267,152                          
                                      ===========                          
<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
Apartment Properties
                                                           Mortgage Loan
Partnership           Location              # of Units        Balance
-----------           --------              ----------     -------------

Purdy                 Purdy, MO                     16          $   465,649
Galena                Galena, KS                    24              615,760
Antlers 2             Antlers, OK                   24              652,292
Holdenville           Holdenville, OK               24              739,776
Wetumka               Wetumka, OK                   24              674,185
Mariners Cove         Marine City, MI               32            1,048,107
Mariners Cove Sr.     Marine City, MI               24              811,755
Antlers               Antlers, OK                   36            1,104,727
Bentonville           Bentonville, AR               24              617,914
Deerpoint             Elgin, AL                     24              769,255
Aurora                Aurora, MO                    28              735,771
Baxter                Baxter Springs, KS            16              437,025
Arbor Gate            Bridgeport, AL                24              767,156
Timber Ridge          Collinsville, AL              24              744,609
Concordia Sr.         Concordia, KS                 24              694,554
Mountainburg          Mountainburg, AR              24              725,980
Lincoln               Pierre, SD                    25              896,522
Fox Ridge             Russellville, AL              24              752,279
Meadow View           Bridgeiport, NE               16              598,636
Sheridan              Auburn, NE                    16              618,642
Morningside           Kenton, OH                    32              984,955
Grand Isle            Grand Isle, ME                16              949,340
Meadowview            Van Buren, AR                 29              795,973
Taylor                Taylor, TX                    44            1,266,283
Brookwood             Gainesboro, TN                44            1,489,478
Pleasant Valley       Lynchburg, TN                 33            1,112,732
Reelfoot              Ridgely, TN                   20              667,079
River Rest            Newport, TN                   34            1,159,585
Kirskville            Kirksville, MO                24              690,524
Cimmaron              Arco, ID                      24              843,838
Kenton                Kenton, OH                    46            1,444,785
Lovingston            Lovingston, VA                64            2,265,084
Pontotoc              Pontotoc, MS                  36            1,114,222
So. Brenchley         Rexburg, ID                   30            1,250,949
Hustonville           Hustonville, KY               16              533,394
Northpoint            Jackson, KY                   24              907,866
Brooks Field          Louisville, GA                32              966,017
Brooks Lane           Clayton, GA                   36            1,113,814
Brooks Point          Dahlonega, GA                 41            1,380,702
Brooks Run            Jasper, GA                    24              766,463
Logan Heights         Russellville, KY              24              792,463
Lakeshore 2           Tuskegee, AL                  36            1,162,301
Cottondale            Cottondale, FL                25              769,921
                                                               ------------
                                                               $ 38,898,362
                                                               ============
<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, 1997
SERIES 8
                              Cost At Acquisition                 
                             --------------------
                                                          Net Improvements
                                         Buildings,         Capitalized
                                        Improvements       Subsequent to
Partnership                Land         and Equipment       Acquisition
-----------                ----         -------------     ----------------
Purdy                     $   64,823         $   493,596        $     6,615
Galena                        19,200             362,505            365,599
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             11,267
Mariners Cove Sr.             72,252             901,745             10,742
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              2,035
Baxter                        13,800             418,296            100,779
Arbor Gate                    43,218             873,748              1,337
Timber Ridge                  15,145             879,334              1,148
Concordia Sr.                 65,000             776,131            (14,742)
Mountainburg                  20,000             863,990                  0
Lincoln                      121,000             933,872             29,619
Fox Ridge                     35,000             867,785                  0
Meadow View                   29,000             686,959              1,585
Sheridan                      20,100             373,018            351,334
Morningside                   31,163           1,152,691                951
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              1,211
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            457,878
Kenton                        61,699             785,703            916,742
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          1,167,290
Brooks Point                 108,000             135,053          1,414,638
Brooks Run                    50,000             158,025            715,789
Logan Heights                 24,600             422,778            504,352
Lakeshore 2                   45,000             273,501          1,097,384
Cottondale                    36,000             911,975                344
                         -----------        ------------       ------------
                          $2,280,425         $32,092,541        $12,838,638
                         ===========        ============       ============
<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, 1997

SERIES 8
                        Gross Amount At Which Carried At December 31, 1997
                                       --------------------
                                         Buildings,               
                                        Improvements              
Partnership                Land         and Equipment          Total
-----------                ----         -------------          -----
Purdy                     $   65,351         $   499,683        $   565,034
Galena                        82,599             664,705            747,304
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           1,140,777          1,263,433
Mariners Cove Sr.             78,918             905,821            984,739
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             718,506            882,856
Baxter                        45,275             487,600            532,875
Arbor Gate                    43,218             875,085            918,303
Timber Ridge                  15,145             880,482            895,627
Concordia Sr.                 65,000             761,389            826,389
Mountainburg                  20,000             863,990            883,990
Lincoln                      132,188             952,303          1,084,491
Fox Ridge                     35,000             867,785            902,785
Meadow View                   29,000             688,544            717,544
Sheridan                      32,300             712,152            744,452
Morningside                   31,163           1,153,642          1,184,805
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           1,781,301          1,809,449
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           1,081,841          1,087,841
Kenton                        61,699           1,702,445          1,764,144
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           1,290,691          1,348,191
Brooks Point                 108,000           1,549,691          1,657,691
Brooks Run                    50,366             873,448            923,814
Logan Heights                 24,600             927,130            951,730
Lakeshore 2                   45,000           1,370,885          1,415,885
Cottondale                    36,000             912,319            948,319
                         -----------        ------------       ------------
                          $2,403,886         $44,807,718        $47,211,604
                         ===========        ============       ============
<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, 1997

SERIES 8
Apartment Properties
                                                               
Partnership              Accumulated Depreciation      Depreciable Life
-----------              ------------------------      ----------------

Purdy                                  $  138,549          7.0-27.5
Galena                                    159,297          7.0-27.5
Antlers 2                                 160,035          5.0-25.0
Holdenville                               166,912          5.0-25.0
Wetumka                                   153,415          5.0-25.0
Mariners Cove                             218,416          7.0-27.5
Mariners Cove Sr.                         170,472          7.0-27.5
Antlers                                   226,927         10.0-25.0
Bentonville                               170,148          5.0-25.0
Deerpoint                                 109,441          5.0-50.0
Aurora                                    180,060          7.0-27.5
Baxter                                     97,055          7.0-27.5
Arbor Gate                                105,228          5.0-40.0
Timber Ridge                              108,591          5.0-40.0
Concordia Sr.                             140,278          5.0-25.0
Mountainburg                              163,582          5.0-25.0
Lincoln                                   161,574          7.0-27.5
Fox Ridge                                  94,959          5.0-50.0
Meadow View                               124,060          5.0-30.0
Sheridan                                   92,323          5.0-50.0
Morningside                               170,454          5.0-33.0
Grand Isle                                257,318          7.0-27.5
Meadowview                                171,849          5.0-25.0
Taylor                                    118,650          5.0-50.0
Brookwood                                 147,915          5.0-50.0
Pleasant Valley                           115,139          5.0-50.0
Reelfoot                                  105,000          7.0-27.5
River Rest                                 97,177          7.0-50.0
Kirskville                                118,637          5.0-27.5
Cimmaron                                  155,349          7.0-27.5
Kenton                                    203,744          5.0-33.0
Lovingston                                439,064          7.0-27.5
Pontotoc                                  107,040          5.0-40.0
So. Brenchley                             228,763          7.0-27.5
Hustonville                                77,416          5.0-40.0
Northpoint                                115,180          5.0-40.0
Brooks Field                              122,331          5.0-40.0
Brooks Lane                               141,969          5.0-40.0
Brooks Point                              153,445          5.0-40.0
Brooks Run                                101,444          5.0-40.0
Logan Heights                             104,017          7.0-40.0
Lakeshore 2                               114,398          5.0-40.0
Cottondale                                102,950          5.0-27.5
                                      -----------                          
                                       $6,410,571                          
                                      ===========                          
<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
Apartment Properties
                                                          Mortgage Loan
Partnership            Location             # of Units       Balance
-----------            --------             ----------    -------------

Jay                    Jay, OK                      24          $   660,857
Boxwood                Lexington, TX                24              633,635
Stilwell 3             Stilwell, OK                 16              475,880
Arbor Trace            Lake Park, GA                24              750,639
Arbor Trace 2          Lake Park, GA                42            1,475,286
Omega                  Omega, GA                    36            1,146,729
Cornell 2              Watertown, SD                24              934,435
Elm Creek              Pierre, SD                   24              966,464
Marionville            Marionville, MO              20              573,402
Lamar                  Lamar, AR                    24              726,621
Mt. Glen               Heppner, OR                  24              839,902
Centreville            Centreville, AL              24              798,482
Skyview                Troy, AL                     36            1,147,598
Sycamore               Coffeyville, KS              40            1,431,377
Bradford               Cumberland, KY               24              800,252
Cedar Lane             London, KY                   24              753,864
Stanton                Stanton, KY                  24              813,829
Abernathy              Abernathy, TX                24              637,481
Pembroke               Pembroke, KY                 24              807,954
Meadowview             Greenville, AL               24              661,932
Town Branch            Mt. Vernon, KY               24              785,602
Fox Run                Ragland, AL                  24              788,765
Maple Sreet            Emporium, PA                 32            1,379,322
Manchester             Manchester, GA               18              597,324
                                                               ------------
                                                               $ 20,587,632
                                                               ============
<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, 1997

SERIES 9
Apartment Properties
                              Cost At Acquisition                 
                             --------------------
                                                          Net Improvements
                                         Buildings,         Capitalized
                                        Improvements       Subsequent to
Partnership                Land         and Equipment       Acquisition
-----------                ----         -------------     ----------------
                                                                  
Jay                       $   30,000         $   103,524        $   677,073
Boxwood                       22,273             718,529             30,137
Stilwell 3                    15,567              82,347            489,218
Arbor Trace                   62,500             185,273            670,585
Arbor Trace 2                100,000             361,210          1,345,225
Omega                         35,000             188,863          1,183,441
Cornell 2                     29,155             576,296            536,990
Elm Creek                     71,360             233,390            857,394
Marionville                   24,900             409,497            262,113
Lamar                         18,000             202,240            684,085
Mt. Glen                      23,500             480,064            554,647
Centreville                   36,000             220,952            716,883
Skyview                      120,000             220,161          1,054,853
Sycamore                      64,408             415,748          1,285,360
Bradford                      66,000             285,025            704,607
Cedar Lane                    49,750             952,314             (6,783)
Stanton                       41,584             959,574                  0
Abernathy                     30,000             751,898                  0
Pembroke                      43,000             955,687                  0
Meadowview                    46,270           1,086,351              1,597
Town Branch                   21,000             942,114             21,296
Fox Run                       47,467             919,296              2,231
Maple Sreet                   85,000           1,178,856            433,863
Manchester                    24,100             711,035                  0
                         -----------        ------------       ------------
                          $1,106,834         $13,140,244        $11,504,815
                         ===========        ============       ============

<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, 1997


SERIES 9
Apartment Properties
                        Gross Amount At Which Carried At December 31, 1997
                                       --------------------
                                         Buildings,               
                                        Improvements              
Partnership                Land         and Equipment          Total
-----------                ----         -------------          -----
                                              
Jay                       $   25,000         $   785,597        $   810,597
Boxwood                       22,273             748,666            770,939
Stilwell 3                    10,000             577,132            587,132
Arbor Trace                   62,500             855,858            918,358
Arbor Trace 2                100,000           1,706,435          1,806,435
Omega                         35,000           1,372,304          1,407,304
Cornell 2                     86,281           1,056,160          1,142,441
Elm Creek                    128,817           1,033,327          1,162,144
Marionville                   88,439             608,071            696,510
Lamar                         18,000             886,325            904,325
Mt. Glen                      23,500           1,034,711          1,058,211
Centreville                   36,000             937,835            973,835
Skyview                      120,000           1,275,014          1,395,014
Sycamore                      64,600           1,700,916          1,765,516
Bradford                      66,000             989,632          1,055,632
Cedar Lane                    49,750             945,531            995,281
Stanton                       41,584             959,574          1,001,158
Abernathy                     30,000             751,898            781,898
Pembroke                      43,000             955,687            998,687
Meadowview                    46,270           1,087,948          1,134,218
Town Branch                   21,000             963,410            984,410
Fox Run                       47,467             921,527            968,994
Maple Sreet                   85,000           1,612,719          1,697,719
Manchester                    27,200             707,935            735,135
                         -----------        ------------       ------------
                          $1,277,681         $24,474,212        $25,751,893
                         ===========        ============       ============
<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, 1997

SERIES 9
Apartment Properties
                                                               
Partnership              Accumulated Depreciation      Depreciable Life
-----------              ------------------------      ----------------

Jay                                    $  124,426          5.0-25.0
Boxwood                                   139,694          5.0-25.0
Stilwell 3                                 94,141          5.0-25.0
Arbor Trace                                82,130         10.0-30.0
Arbor Trace 2                             163,744         10.0-30.0
Omega                                     164,266          5.0-50.0
Cornell 2                                 182,614          5.0-30.0
Elm Creek                                 186,198          5.0-27.5
Marionville                               129,061          7.0-27.5
Lamar                                     149,686          5.0-25.0
Mt. Glen                                  169,415          7.0-27.5
Centreville                               138,346          5.0-40.0
Skyview                                   111,694          5.0-40.0
Sycamore                                  158,421         12.0-40.0
Bradford                                  102,426          5.0-40.0
Cedar Lane                                135,936          5.0-40.0
Stanton                                   138,422          5.0-40.0
Abernathy                                 131,865          5.0-25.0
Pembroke                                  104,595          7.0-40.0
Meadowview                                 86,398          5.0-40.0
Town Branch                                83,955          7.0-40.0
Fox Run                                   112,236          7.0-27.5
Maple Sreet                               139,231          7.0-40.0
Manchester                                 82,595          5.0-27.5
                                      -----------                          
                                       $3,111,495                          
                                      ===========                          
<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
Apartment Properties
                                                           Mortgage Loan
Partnership         Location                 # of Units       Balance
-----------         --------                 ----------    -------------

Redstone            Challis, ID                      24         $   858,569
Albany              Albany, KY                       24             793,087
Oak Terrace         Bonifay, FL                      18             551,467
Wellshill           West Liberty, KY                 32           1,094,287
Applegate           Florence, AL                     36           1,118,915
Heatherwood         Alexander City, AL               36             934,142
Peachtree           Gaffney, SC                      28           1,016,063
Donna               Donna, TX                        50           1,447,461
Wellsville          Wellsville, NY                   24           1,082,692
Tecumseh            Tecumseh, NE                     24             876,599
Clay City           Clay City, KY                    24             822,551
Irvine West         Irvine, KY                       24             818,694
New Castle          New Castle, KY                   24             816,361
Stigler             Stigler, OK                      20             602,311
Courtyard           Huron, SD                        21             654,408
                                                               ------------
                                                               $ 13,487,607
                                                               ============

                              Cost At Acquisition                 
                             --------------------
                                                          Net Improvements
                                         Buildings,         Capitalized
                                        Improvements       Subsequent to
Partnership                Land         and Equipment       Acquisition
-----------                ----         -------------     ----------------
                                                                  
Redstone                    $ 24,000         $   747,591           $328,172
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            243,011
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              1,614
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            286,382
                         -----------        ------------       ------------
                            $665,025         $15,895,561           $879,622
                         ===========        ============       ============
<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, 1997


SERIES 10
Apartment Properties
                        Gross Amount At Which Carried At December 31, 1997
                                       --------------------
                                         Buildings,               
                                        Improvements              
Partnership                Land         and Equipment          Total
-----------                ----         -------------          -----
                                              
Redstone                    $  7,600          $1,092,163        $ 1,099,763
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           1,710,686          1,835,686
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           1,039,765          1,059,765
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                     70,185             694,133            764,318
                         -----------        ------------       ------------
                            $706,810         $16,733,398        $17,440,208
                         ===========        ============       ============

                                                               
Partnership              Accumulated Depreciation      Depreciable Life
-----------              ------------------------      ----------------

Redstone                               $  170,591          7.0-27.5
Albany                                    134,580          5.0-40.0
Oak Terrace                                86,039          5.0-27.5
Wellshill                                 126,249          5.0-40.0
Applegate                                 130,982          5.0-40.0
Heatherwood                               129,721          5.0-40.0
Peachtree                                  97,877          5.0-40.0
Donna                                     125,895          7.0-50.0
Wellsville                                197,604          7.0-27.5
Tecumseh                                   88,988          5.0-50.0
Clay City                                 102,051          5.0-40.0
Irvine West                               101,152          5.0-40.0
New Castle                                 88,597          5.0-40.0
Stigler                                    69,821          5.0-25.0
Courtyard                                  84,779          5.0-40.0
                                      -----------                          
                                       $1,734,926                          
                                      ===========                          
<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, 1997

SERIES 11
Apartment Properties
                                                           Mortgage Loan
Partnership         Location                # of Units        Balance
-----------         --------                ----------     -------------

Homestead           Pinetop, AZ                     32          $ 1,304,621
Mountain Oak        Collinsville, AL                24              698,006
Eloy                Eloy, AZ                        24              652,109
Gila Bend           Gila Bend, AZ                   36              979,357
Creekstone          Dallas, GA                      40            1,105,467
Tifton              Tifton, GA                      36            1,003,375
Cass Towne          Cartersville, GA                10              178,487
Warsaw              Warsaw, VA                      56            2,699,292
Royston             Royston, GA                     25              752,808
Red Bud             Mokane, MO                       8              241,405
Cardinal            Mountain Home, AR               32              107,072
Parsons             Parsons, KS                     38            1,103,001
                                                               ------------
                                                               $ 10,825,000
                                                               ============
                               Cost At Acquisition                 
                             --------------------
                                                          Net Improvements
                                         Buildings,         Capitalized
                                        Improvements       Subsequent to
Partnership                Land         and Equipment       Acquisition
-----------                ----         -------------     ----------------
                                                                  
Homestead                   $126,000         $ 1,628,502         $        0
Mountain Oak                  30,000             473,033            376,391
Eloy                          12,000             882,913              1,496
Gila Bend                     18,000             945,233            311,414
Creekstone                   130,625             170,655          1,707,324
Tifton                        17,600             192,853          1,469,252
Cass Towne                    22,690             301,458                172
Warsaw                       146,800           3,200,738              5,341
Royston                       36,000             785,602            111,218
Red Bud                        5,500             295,617                  0
Cardinal                      15,793             424,616             66,681
Parsons                       45,188             953,512            321,143
                         -----------        ------------       ------------
                            $606,196         $10,254,732         $4,370,432
                         ===========        ============       ============
<PAGE>
GATEWAY TAX CREDIT FUND II LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1997


SERIES 11
Apartment Properties
                        Gross Amount At Which Carried At December 31, 1997
                                       --------------------
                                         Buildings,               
                                        Improvements              
Partnership                Land         and Equipment          Total
-----------                ----         -------------          -----
                                              
Homestead                   $126,000         $ 1,628,502        $ 1,754,502
Mountain Oak                  30,000             849,424            879,424
Eloy                          12,000             884,409            896,409
Gila Bend                     18,000           1,256,647          1,274,647
Creekstone                   130,650           1,877,954          2,008,604
Tifton                        17,326           1,662,379          1,679,705
Cass Towne                    22,690             301,630            324,320
Warsaw                       146,800           3,206,079          3,352,879
Royston                       36,000             896,820            932,820
Red Bud                        5,500             295,617            301,117
Cardinal                      15,793             491,297            507,090
Parsons                       38,437           1,281,406          1,319,843
                         -----------        ------------       ------------
                            $599,196         $14,632,164        $15,231,360
                         ===========        ============       ============
                                                               
Partnership              Accumulated Depreciation      Depreciable Life
-----------              ------------------------      ----------------

Homestead                              $  142,973          5.0-40.0
Mountain Oak                              104,414          5.0-27.5
Eloy                                       96,411          5.0-27.5
Gila Bend                                 150,937          5.0-40.0
Creekstone                                150,803          7.0-27.5
Tifton                                     89,734          5.0-25.0
Cass Towne                                 26,443          7.0-27.5
Warsaw                                    293,934          7.0-27.5
Royston                                    61,318          7.0-40.0
Red Bud                                    18,784          7.0-40.0
Cardinal                                   29,557          7.0-27.5
Parsons                                    74,795         12.0-40.0
                                      -----------                          
                                       $1,240,103                          
                                      ===========                          
<PAGE>

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1997
GATEWAY TAX CREDIT FUND III LTD.
NOTES TO SCHEDULE III

SERIES 7

Balance at beginning of period -                                           
December 31, 1996                                               $45,167,990
 Additions during period:                                                  
  Acquisitions through foreclosure                   0                     
  Other acquisitions                                 0                     
  Improvements, etc.                            60,326                     
  Other                                              0                     
                                             ---------                     
                                                                     60,326
 Deductions during period:                                                 
  Cost of real estate sold                       1,665                     
  Other                                              0                     
                                             ---------               (1,665)
                                                               ------------
                                                                           
Balance at end of period -                                                 
December 31, 1997                                               $45,226,651
                                                               ============
                                                                           
Reconciliation of Accumulated Depreciation current year changes:

Balance at beginning of period -                                           
December 31, 1996                                                $5,712,059
                                                                           
  Current year expense                                            1,556,758
  Less Accumulated Depreciation of real estate sold                  (1,665)    
  Other                                                                        0
                                                                -----------

Balance at end of period -                                                 
December 31, 1997                                                $7,267,152
                                                                ===========
                                                                           
<PAGE>
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1997
GATEWAY TAX CREDIT FUND III LTD.
NOTES TO SCHEDULE III

Series 8
Balance at beginning of period -                                           
December 31, 1996                                               $47,154,715
 Additions during period:                                                  
  Acquisitions through foreclosure                   0                     
  Other acquisitions                                 0                     
  Improvements, etc.                            56,889                     
  Other                                              0                     
                                             ---------                     
                                                                     56,889
 Deductions during period:                                                 
  Cost of real estate sold                           0                     
  Other                                              0                     
                                             ---------                    0
                                                               ------------
                                                                           
Balance at end of period -                                                 
December 31, 1997                                               $47,211,604
                                                               ============
                                                                           
Reconciliation of Accumulated Depreciation current year changes:

Balance at beginning of period -                                           
December 31, 1996                                                $4,790,218
                                                                           
  Current year expense                                            1,620,353
  Less Accumulated Depreciation of real estate sold                       0
  Other                                                                   0
                                                                 ----------     

Balance at end of period -                                                 
December 31, 1997                                                $6,410,571
                                                                ===========
<PAGE>
                                                                           

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1997
GATEWAY TAX CREDIT FUND III LTD.
NOTES TO SCHEDULE III

Series 9
Balance at beginning of period -                                           
December 31, 1996                                               $25,721,527
 Additions during period:                                                  
  Acquisitions through foreclosure                   0                     
  Other acquisitions                                 0                     
  Improvements, etc.                            26,624                     
  Other                                              0                     
                                             ---------                     
                                                                     26,624
 Deductions during period:                                                 
  Cost of real estate sold                          30                     
  Other                                              0                     
                                             ---------                  (30)
                                                               ------------
                                                                           
Balance at end of period -                                                 
December 31, 1996                                               $25,748,121
                                                               ============
                                                                           
Reconciliation of Accumulated Depreciation current year changes:

Balance at beginning of period -                                           
December 31, 1996                                                $2,212,706
                                                                           
  Current year expense                                              898,819
  Less Accumulated Depreciation of real estate sold                     (30)
  Other                                                                   0
                                                                -----------

Balance at end of period -                                                 
December 31, 1997                                                $3,111,495
                                                                ===========
<PAGE>
                                                                           

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1997
GATEWAY TAX CREDIT FUND III LTD.
NOTES TO SCHEDULE III

Series 10
Balance at beginning of period -                                           
December 31, 1996                                               $17,431,207
 Additions during period:                                                  
  Acquisitions through foreclosure                   0                     
  Other acquisitions                                 0                     
  Improvements, etc.                             8,388                     
  Other                                              0
                                              ---------                     
                                                                           
                                                                      8,388
 Deductions during period:                           0                     
  Cost of real estate sold                           0                     
  Other                                      ---------                     
                                                                          0
                                                               ------------
                                                                           
Balance at end of period -                                                 
December 31, 1997                                               $17,439,595
                                                               ============
                                                                           
Reconciliation of Accumulated Depreciation current year changes:

Balance at beginning of period -                                           
December 31, 1996                                                $1,230,341
                                                                           
  Current year expense                                              504,580
  Less Accumulated Depreciation of real estate sold                       0
  Other                                                                   5
                                                                -----------

Balance at end of period -                                                 
December 31, 1997                                                $1,734,926
                                                                ===========
<PAGE>
                                                                           

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1997
GATEWAY TAX CREDIT FUND III LTD.
NOTES TO SCHEDULE III

Series 11
Balance at beginning of period -                                           
December 31, 1996                                               $15,218,951
 Additions during period:                                                  
  Acquisitions through foreclosure                   0                     
  Other acquisitions                                 0                     
  Improvements, etc.                            13,365                     
  Other                                              0                     
                                             ---------                     
                                                                     13,365
 Deductions during period:                                                 
  Cost of real estate sold                         683                     
  Other                                              0                     
                                             ---------                (683)
                                                               ------------
                                                                           
Balance at end of period -                                                 
December 31, 1997                                               $15,231,633
                                                               ============
                                                                           
Reconciliation of Accumulated Depreciation current year changes:

Balance at beginning of period -                                           
December 31, 1996                                                  $738,925
                                                                           
  Current year expense                                              501,861
  Less Accumulated Depreciation of real estate sold                    (683)
  Other                                                                   0
                                                                -----------

Balance at end of period -                                                 
December 31, 1997                                                $1,240,103
                                                                ===========
<PAGE>
                                                                           
GATEWAY TAX CREDIT FUND III LTD.
SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE
AS OF DECEMBER 31, 1997

SERIES 7
                                                           MONTHLY         
                        # OF                    INTEREST      DEBT     TERM
PARTNERSHIP             UNITS          BALANCE      RATE   SERVICE  (YEARS)
-----------             -----          -------  --------   -------   ------
Nottingham                 18      $   592,975     7.75%     4,041       50
Cedar Hollow               24          767,513     7.75%     5,115       50
Sunrise                    44        2,046,062     7.25%    12,842       50
Mountain City              40        1,326,686     7.75%     8,853       50
Burbank                    24          811,089     8.25%     5,725       50
Washington                 24          804,414     8.25%     5,674       50
BrookStone                 40        1,216,591     6.50%     6,970       50
Tazewell                   44        1,417,216     7.25%     8,916       50
N. Irvine                  24          797,602     7.75%     5,311       50
Horton                     24          774,510     7.75%     5,160       50
Manchester                 42        1,222,673     6.50%     6,991       50
Waynesboro                 24          682,880     6.50%     3,899       50
Lakeland II                30          842,652     7.25%     5,290       50
Mt. Vernon                 24          751,532     6.50%     4,294       50
Meadow Run                 48        1,449,798     6.50%     8,284       50
Spring Creek II            24          678,767     6.50%     3,835       50
Warm Springs               22          681,843     7.25%     4,276       50
Blue Ridge                 41        1,107,174     7.25%     2,372       50
Walnut                     24          829,237     7.75%     5,528       50
Pioneer                    48        1,217,714     8.25%     8,516       50
Dilley                     28          729,187     8.25%     5,143       50
Elsa                       40        1,046,029     7.75%     6,976       50
Clinch View                42        1,479,347     8.75%    11,046       50
Jamestown                  40        1,234,925     7.25%     7,770       50
Leander                    36          923,697     7.75%     6,755       50
Louisa Sr.                 36        1,209,156     7.25%     7,622       50
Orchard Commons            12          369,475     7.75%     2,676       50
Vardaman                   24          739,470     7.25%     4,634       50
Heritage Park              32        1,254,581     7.75%     8,360       50
BrooksHollow               40        1,199,923     6.50%     6,854       50
Cavalry Crossing           40        1,430,725     7.75%     9,545       50
Carson City                24          797,946     7.25%     5,005       50
Matteson                   24          771,864     7.25%     4,845       50
Pembroke                   16          520,054     7.25%     3,296       50
Robynwood                  24          795,134     7.25%     5,078       50
Atoka                      24          690,769     7.25%     4,392       50
Coalgate                   24          689,722     7.25%     4,384       50
Hill Creek                 24          787,799     6.50%     4,491       50
Cardinal                   32          164,121     6.50%       948       50
                                   -----------
                                   $36,852,852                     
                                   ===========
<PAGE>

GATEWAY TAX CREDIT FUND III LTD.
SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE
AS OF DECEMBER 31, 1997

SERIES 8
                                                           MONTHLY         
                        # OF                    INTEREST      DEBT     TERM
PARTNERSHIP             UNITS          BALANCE      RATE   SERVICE  (YEARS)
-----------             -----          -------  --------   -------   ------
Purdy                      16      $   465,649     7.75%     5,242       50
Galena                     24          615,760     7.25%     6,410       50
Antlers 2                  24          652,292     7.25%     4,174       50
Holdenville                24          739,776     6.50%     4,267       50
Wetumka                    24          674,185     6.50%     3,911       50
Mariners Cove              32        1,048,107     7.25%     6,572       50
Mariners Cove Sr.          24          811,755     7.25%     5,105       50
Antlers                    36        1,104,727     7.25%     6,938       50
Bentonville                24          617,914     7.75%     4,835       45
Deerpoint                  24          769,255     7.75%     5,250       50
Aurora                     28          735,771     7.25%     7,652       50
Baxter                     16          437,025     6.50%     4,086       50
Arbor Gate                 24          767,156     6.50%     4,380       50
Timber Ridge               24          744,609     7.25%     4,679       50
Concordia Sr.              24          694,554     6.50%     3,963       50
Mountainburg               24          725,980     6.50%     4,162       50
Lincoln                    25          896,522     8.25%     6,330       50
Fox Ridge                  24          752,279     7.25%     4,732       50
Meadow View                16          598,636     7.25%     3,757       50
Sheridan                   16          618,642     8.25%     3,527       50
Morningside                32          984,955     7.25%     6,177       50
Grand Isle                 16          949,340     8.25%     6,703       50
Meadowview                 29          795,973     7.25%     5,243       39
Taylor                     44        1,266,283     7.50%     7,223       50
Brookwood                  44        1,489,478     6.50%     8,499       50
Pleasant Valley            33        1,112,732     7.25%     6,978       50
Reelfoot                   20          667,079     7.25%     4,234       50
River Rest                 34        1,159,585     7.25%     7,256       50
Kirskville                 24          690,524     7.25%     4,320       50
Cimmaron                   24          843,838    10.75%     4,905       50
Kenton                     46        1,444,785     7.25%     9,045       50
Lovingston                 64        2,265,084     7.00%    12,917       50
Pontotoc                   36        1,114,222     7.25%     6,927       50
So. Brenchley              30        1,250,949     7.25%     7,728       50
Hustonville                16          533,394     6.50%     3,062       50
Northpoint                 24          907,866     7.25%     5,700       50
Brooks Field               32          966,017     7.25%     6,046       50
Brooks Lane                36        1,113,814     7.25%     6,954       50
Brooks Point               41        1,380,702     7.25%     8,613       50
Brooks Run                 24          766,463     7.25%     4,786       50
Logan Heights              24          792,463     7.25%     4,960       50
Lakeshore 2                36        1,162,301     7.75%     7,716       50
Cottondale                 25          769,921     7.75%     5,115       50
                                   -----------
                                   $38,898,362                     
                                   ===========
<PAGE>

GATEWAY TAX CREDIT FUND III LTD.
SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE
AS OF DECEMBER 31, 1997

SERIES 9
                                                           MONTHLY         
                        # OF                    INTEREST      DEBT     TERM
PARTNERSHIP             UNITS          BALANCE      RATE   SERVICE  (YEARS)
-----------             -----          -------  --------   -------   ------
Jay                        24      $   660,857     7.25%     4,167       50
Boxwood                    24          633,635     6.50%     3,666       50
Stilwell 3                 16          475,880     7.25%     3,038       50
Arbor Trace                24          750,639     7.25%     4,700       50
Arbor Trace 2              42        1,475,286     7.25%     9,235       50
Omega                      36        1,146,729     7.25%     7,193       50
Cornell 2                  24          934,435     7.25%     5,862       50
Elm Creek                  24          966,464     7.25%     6,060       50
Marionville                20          573,402     6.50%     5,308       50
Lamar                      24          726,621     7.25%     4,593       50
Mt. Glen                   24          839,902     6.50%     4,797       50
Centreville                24          798,482     7.25%     4,998       50
Skyview                    36        1,147,598     7.25%     7,199       50
Sycamore                   40        1,431,377     7.25%     8,979       50
Bradford                   24          800,252     7.03%     5,008       50
Cedar Lane                 24          753,864     6.50%     4,383       50
Stanton                    24          813,829     7.25%     5,120       50
Abernathy                  24          637,481     6.50%     3,673       50
Pembroke                   24          807,954     7.25%     5,070       50
Meadowview                 24          661,932     0.50%     3,006       20
Town Branch                24          785,602     7.25%     4,973       50
Fox Run                    24          788,765     6.50%     4,510       50
Maple Street               32        1,379,322     7.25%     8,632       50
Manchester                 18          597,324     7.25%     3,740       50
                                   -----------
                                   $20,587,632                     
                                   ===========
<PAGE>

GATEWAY TAX CREDIT FUND III LTD.
SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE
AS OF DECEMBER 31, 1997

SERIES 10
                                                           MONTHLY         
                        # OF                    INTEREST      DEBT     TERM
PARTNERSHIP             UNITS          BALANCE      RATE   SERVICE  (YEARS)
-----------             -----          -------  --------   -------   ------
Redstone                   24      $   858,569     6.50%     4,905       50
Albany                     24          793,087     6.50%     4,570       50
Oak Terrace                18          551,467     6.50%     3,150       50
Wellshill                  32        1,094,287     7.25%     6,843       50
Applegate                  36        1,118,915     0.50%     4,937       20
Heatherwood                36          934,142     0.50%     4,301       20
Peachtree                  28        1,016,063     7.25%     6,379       50
Donna                      50        1,447,461     6.50%     8,252       50
Wellsville                 24        1,082,692     6.50%     6,316       50
Tecumseh                   24          876,599     7.25%     5,481       50
Clay City                  24          822,551     7.25%     5,158       50
Irvine West                24          818,694     7.25%     5,137       50
New Castle                 24          816,361     7.25%     5,131       50
Stigler                    20          602,311     7.25%     3,764       50
Courtyard                  21          654,408     6.50%     3,729       50
                                   -----------
                                   $13,487,607                     
                                   ===========

SERIES 11
                                                           MONTHLY         
                        # OF                    INTEREST      DEBT     TERM
PARTNERSHIP             UNITS          BALANCE      RATE   SERVICE  (YEARS)
-----------             -----          -------  --------   -------   ------
Homestead                  32    $   1,304,621     6.50%     7,411       50
Mountain Oak               24          698,006     8.00%     2,745       50
Eloy                       24          652,109     6.00%     3,460       50
Gila Bend                  36          979,357     8.00%     6,428       50
Creekstone                 40        1,105,467    11.00%     5,235       30
Tifton                     36        1,003,375     0.00%     2,077       42
Cass Towne                 10          178,487     3.00%     1,417       10
Warsaw                     56        2,699,292     6.50%    15,387       50
Royston                    25          752,808     6.75%     4,414       50
Red Bud                     8          241,405     7.25%     1,458       50
Cardinal                   32          107,072     6.50%     1,348       50
Parsons                    38        1,103,001     8.00%     6,243       50
                                   -----------
                                   $10,825,000                     
                                   ===========
<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:  July 13, 1998       By:/s/ Ronald M. Diner
                           Ronald M. Diner
                           President



Date:  July 13, 1998       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:  July 13, 1998       By:/s/ Ronald M. Diner
                           Ronald M. Diner
                           President



Date:  July 13, 1998       By:/s/ Sandra L. Furey
                           Sandra L. Furey
                           Secretary and Treasurer



Date:  July 13, 1998       By:/s/ J. Davenport Mosby III
                           J. Davenport Mosby
                           Sr. Vice President
                           and Director

<PAGE>