GTW3
                         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, 1999

Commission File Number                       0-21762


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

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

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

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

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

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

            YES     X                    NO

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

                                      Number of Record Holders
  Title of Each Class                     March 31, 1999
Limited Partnership Interest                    2,266
General Partner Interest                          2

            DOCUMENTS INCORPORATED BY REFERENCE

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

                           PART I


Item 1.  Business

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

   Gateway  is  engaged in only one industry segment,  to  acquire  limited
partnership  interests  in  unaffiliated  limited  partnerships   ("Project
Partnerships"),  each  of which owns and operates  one  or  more  apartment
complexes eligible for Low-Income Housing Tax Credits under Section  42  of
the Internal Revenue Code ("Tax Credits"), received over a ten year period.
Subject  to  certain  limitations, Tax Credits may  be  used  by  Gateway's
investors to reduce their income tax liability generated from other  income
sources.   Gateway  will  terminate on December 31,  2040,  or  sooner,  in
accordance  with  the terms of its Limited Partnership  Agreement.   As  of
March  31, 1999, 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, 1999, Gateway had invested in 39 Project Partnerships for
Series 7, 43 Project Partnerships for Series 8, 24 Project Partnerships for
Series 9, 15 Project Partnerships for Series 10 and 12 Project Partnerships
for  Series  11.   Gateway acquired its interests in  these  properties  by
becoming  a  limited  partner  in the Project  Partnerships  that  own  the
properties.   The primary source of funds for each series  is  the  capital
contributions from Limited Partner investors.

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

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

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

       2)Preserve and protect the capital contribution of Investors;

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

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

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

   Gateway's  goal  is  to  invest in a diversified  portfolio  of  Project
Partnerships located in rural and suburban locations with a high demand for
low  income  housing.   As of March 31, 1999 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 13.3% of  the  Series'
total balance sheet assets, Series 8 is 5.7%, Series 9 is 13.9%, Series  10
is  19.4%  and  Series 11 is 21.1%.  The following table  provides  certain
summary information regarding the Project Partnerships in which Gateway had
an interest as of December 31, 1998:

Item 2 - Properties (continued):


SERIES 7
                                                                    OCCU-
                    LOCATION OF       #  OF  DATE       PROPERTY   PANCY
PARTNERSHIP         PROPERTY          UNIT   ACQUIRED     COST      RATE
-----------         -----------       ----   --------   --------   -----
Nottingham          Pisgah, AL           18      6/92      717,067   100%
Cedar Hollow        Waterloo, NE         24      7/92      933,842   100%
Sunrise             Mission, SD          44      7/92    2,518,743    95%
Mountain City       Mountain City, TN    40      8/92    1,592,208   100%
Burbank             Falls City, NE       24      8/92      982,929    88%
Washington          Bloomfield, NE       24      9/92      965,249    88%
BrookStone          McCaysville, GA      40      9/92    1,457,493   100%
Tazewell            New Tazewell, TN     44      9/92    1,694,460   100%
N. Irvine           Irvine, KY           24      9/92    1,019,229    96%
Horton              Horton, KS           24      9/92      932,540    79%
Manchester          Manchester, GA       42      9/92    1,475,429    98%
Waynesboro          Waynesboro, GA       24      9/92      817,498   100%
Lakeland II         Lakeland, GA         30      9/92    1,009,647    93%
Mt. Vernon          Mt. Vernon, GA       24      9/92      900,526   100%
Meadow Run          Dawson, GA           48      9/92    1,744,840    98%
Spring Creek II     Quitman, GA          24      9/92      808,475   100%
Warm Springs        Warm Springs, GA     22      9/92      823,252   100%
Blue Ridge          Blue Ridge, GA       41      9/92    1,334,613    98%
Walnut              Elk Point, SD        24      9/92    1,000,898    71%
Pioneer             Mountain View, AR    48      9/92    1,333,338   100%
Dilley              Dilley, TX           28      9/92      889,050   100%
Elsa                Elsa, TX             40      9/92    1,340,481    95%
Clinch View         Gate City, VA        42      9/92    1,774,521    95%
Jamestown           Jamestown, TN        40      9/92    1,497,964    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   100%
Heritage Park       Paze, AZ             32      9/92    1,548,341    97%
BrooksHollow        Jasper, GA           40      9/92    1,438,920   100%
Cavalry Crossing    Ft. Scott, KS        40      9/92    1,767,986   100%
Carson City         Carson City, KS      24     11/92      957,011   100%
Matteson            Capa, KS             24     11/92      937,622    83%
Pembroke            Pembroke, KY         16     12/92      623,304    94%
Robynwood           Cynthiana, KY        24     12/92    1,011,684    96%
Atoka               Atoka, OK            24      1/93      835,334   100%
Coalgate            Coalgate, OK         24      1/93      828,505    92%
Hill Creek          West Blocton, AL     24     11/93      956,252    96%
Cardinal            Mountain Home, AR    32     11/93      781,435    91%
                                       ----             ----------
                                      1,195             45,255,034
                                       ====             ==========

An average effective rental per unit is $3,291 per year ($274 per month).

<PAGE>
Item 2 - Properties (continued):

SERIES 8

                                                                    OCCU-
                  LOCATION OF         #   OF     DATE  PROPERTY    PANCY
PARTNERSHIP       PROPERTY            UNIT   ACQUIRED    COST       RATE
-----------       -----------         -----  --------  --------    ------
Purdy             Purdy, MO               16    12/92     567,208     88%
Galena            Galena, KS              24    12/92     750,586    100%
Antlers 2         Antlers, OK             24     1/93     787,859     96%
Holdenville       Holdenville, OK         24     1/93     892,598    100%
Wetumka           Wetumka, OK             24     1/93     812,853    100%
Mariners Cove     Marine City, MI         32     1/93   1,270,387    100%
Mariners Cove Sr. Marine City, MI         24     1/93     986,612    100%
Antlers           Antlers, OK             36     3/93   1,321,039     97%
Bentonville       Bentonville, AR         24     3/93     758,489     92%
Deerpoint         Elgin, AL               24     3/93     932,474     75%
Aurora            Aurora, MO              28     3/93     883,448     96%
Baxter            Baxter Springs, KS      16     4/93     533,085     94%
Arbor Gate        Bridgeport, AL          24     5/93     918,303     83%
Timber Ridge      Collinsville, AL        24     5/93     895,627     67%
Concordia Sr.     Concordia, KS           24     5/93     826,389     92%
Mountainburg      Mountainburg, AR        24     6/93     883,990     88%
Lincoln           Pierre, SD              25     5/93   1,087,756    100%
Fox Ridge         Russellville, AL        24     6/93     902,785     92%
Meadow View       Bridgeport, NE          16     6/93     717,544     94%
Sheridan          Auburn, NE              16     6/93     746,553     94%
Morningside       Kenton, OH              32     6/93   1,186,041     97%
Grand Isle        Grand Isle, ME          16     6/93   1,200,210     56%
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   1,810,597    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     97%
Kirskville        Kirksville, MO          24     9/93     831,492    100%
Cimmaron          Arco, ID                24     9/93   1,093,428     92%
Kenton            Kenton, OH              46     9/93   1,768,061     96%
Lovingston        Lovingston, VA          64     9/93   2,726,198     97%
Pontotoc          Pontotoc, MS            36    10/93   1,326,113    100%
So. Brenchley     Rexburg, ID             30    10/93   1,548,673     97%
Hustonville       Hustonville, KY         16    10/93     695,605     81%
Northpoint        Jackson, KY             24    10/93   1,085,065    100%
Brooks Field      Louisville, GA          32    10/93   1,171,823     97%
Brooks Lane       Clayton, GA             36    10/93   1,348,191    100%
Brooks Point      Dahlonega, GA           41    10/93   1,657,691    100%
Brooks Run        Jasper, GA              24    10/93     923,814     75%
Logan Heights     Russellville, KY        24    11/93     951,730     71%
Lakeshore 2       Tuskegee, AL            36    12/93   1,415,885     89%
Cottondale        Cottondale, FL          25     1/94     948,318    100%
                                       -----          -----------
                                       1,207           47,254,226
                                      =====           ===========

An average effective rental per unit is $3,172 per year ($264 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    96%
Boxwood           Lexington, TX           24     9/93      770,939   100%
Stilwell 3        Stilwell, OK            16     9/93      587,132    94%
Arbor Trace       Lake Park, GA           24    11/93      918,358   100%
Arbor Trace 2     Lake Park, GA           42    11/93    1,806,434    95%
Omega             Omega, GA               36    11/93    1,407,304   100%
Cornell 2         Watertown, SD           24    11/93    1,151,558   100%
Elm Creek         Pierre, SD              24    11/93    1,176,660    88%
Marionville       Marionville, MO         20    11/93      696,720   100%
Lamar             Lamar, AR               24    12/93      904,325   100%
Mt. Glen          Heppner, OR             24    12/93    1,058,211    92%
Centreville       Centreville, AL         24    12/93      973,835    92%
Skyview           Troy, AL                36    12/93    1,395,127    89%
Sycamore          Coffeyville, KS         40    12/93    1,777,697   100%
Bradford          Cumberland, KY          24    12/93    1,055,632   100%
Cedar Lane        London, KY              24    12/93      995,281    96%
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   100%
Meadowview        Greenville, AL          24     2/94    1,134,218    92%
Town Branch       Mt. Vernon, KY          24    12/93      984,410   100%
Fox Run           Ragland, AL             24     3/94      968,994    71%
Maple Street      Emporium, PA            32     3/94    1,701,192    88%
Manchester        Manchester, GA          18     5/94      737,525   100%
                                       -----            ----------
                                         624            25,793,892
                                       =====            ==========


An average effective rental per unit is $3,269 per year ($272 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   1,119,414     96%
Albany            Albany, KY              24     1/94   1,029,662     96%
Oak Terrace       Bonifay, FL             18     1/94     664,297     94%
Wellshill         West Liberty, KY        32     1/94   1,345,844    100%
Applegate         Florence, AL            36     2/94   1,835,942     94%
Heatherwood       Alexander, AL           36     2/94   1,609,061     97%
Peachtree         Gaffney, SC             28     3/94   1,046,466     93%
Donna             Donna, TX               50     1/94   1,780,076    100%
Wellsville        Wellsville, NY          24     2/94   1,333,541    100%
Tecumseh          Tecumseh, NE            24     4/94   1,060,976     92%
Clay City         Clay City, KY           24     5/94   1,023,549     96%
Irvine West       Irvine, KY              24     5/94   1,088,804    100%
New Castle        New Castle, KY          24     5/94   1,021,516     96%
Stigler           Stigler, OK             20     7/94     754,056    100%
Courtyard         Huron, SD               21     8/94     765,467    100%
                                        ----           ----------
                                         409           17,478,671
                                        ====           ==========



An average effective rental per unit is $3,360 per year ($280 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     924,865     96%
Gila Bend         Gila Bend, AZ           36    11/94   1,274,647     95%
Creekstone        Dallas, GA              40    12/94   2,008,604     98%
Tifton            Tifton, GA              36    12/94   1,679,707     94%
Cass Towne        Cartersville, GA        10    12/94     324,320     80%
Warsaw            Warsaw, VA              56    12/94   3,352,879    100%
Royston           Royston, GA             25    12/94     935,329    100%
Red Bud           Mokane, MO               8    12/94     301,117    100%
Cardinal          Mountain Home, AR       32    12/94     509,809     91%
Parsons           Parsons, KS             38    12/94   1,328,561     97%
                                        ----          -----------
                                         361           15,273,764
                                       ====           ===========




An average effective rental per unit is $3,861 per year ($322 per month).

<PAGE>
 Item 2 - Properties (continued):

A summary of the cost of the properties at December 31, 1998, 1997 and 1996
is as follows:
                                 12/31/98
                         SERIES 7           SERIES 8         SERIES 9
Land                           $  1,615,119  $    1,978,810    $ 1,099,659
Land Improvements                    80,236         425,076        178,022
Buildings                        41,955,360      43,302,724     23,565,995
Furniture and Fixtures            1,604,319       1,547,616        950,216
                                -----------  --------------    -----------
Properties, at Cost              45,255,034      47,254,226     25,793,892
Less: Accum.Depreciation          8,688,650       8,013,045      3,996,265
                                -----------  --------------   ------------
Properties, Net                $ 36,566,384 $    39,241,181   $ 21,797,627


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

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


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

                                 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
                                -----------     -----------     -----------
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
                                -----------     -----------    ------------
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
                                ===========     ===========    ============

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, 1999, 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, 1999
Limited Partner Interest                     2,266
General Partner Interest                         2

Item 6.  Selected Financial Data
FOR THE YEARS ENDED MARCH 31,
  SERIES 7       1999        1998        1997       1996         1995
                 ----        ----        ----       ----         ----
Total
Revenues      $   43,550  $   44,592   $   43,466  $   54,373   $   64,102

Net Loss        (812,428) (1,010,863)  (1,026,918) (1,014,650)  (1,187,932)
Equity in
Losses of
Project
Partnerships    (718,721)   (909,991)    (936,184)   (936,257)  (1,118,343)
Total Assets   3,481,841   4,255,853    5,218,302   6,203,282    7,167,131
Investments
In Project
Partnerships   2,749,505   3,517,852    4,483,546   5,464,982    6,022,991
Per Weighted
Average
Limited
Partnership
Unit: (A)

Tax Credits       161.40      161.50       160.60      153.40       140.20
Portfolio
   Income          11.20       10.30         9.80        9.60         8.90
Passive Loss     (112.50)    (117.30)     (113.20)    (121.90)     (131.60)

Net Loss          (77.37)     (96.27)      (97.81)     (96.63)     (113.14)


FOR THE YEARS ENDED MARCH 31,
  SERIES 8       1999        1998        1997       1996         1995
                 ----        ----        ----       ----         ----
Total
Revenues       $   45,764  $   46,987   $   48,637  $   46,431   $   67,069

Net Loss       (1,055,240) (1,060,938)  (1,089,189) (1,201,546)  (1,076,492)
Equity in
Losses of
Project
Partnerships     (960,106)   (963,455)    (999,833) (1,110,855)    (996,606)
Total Assets    3,435,008   4,446,829    5,451,625   6,480,200    7,853,765
Investments
In Project
Partnerships    2,612,574   3,608,229    4,614,122   5,658,160    6,909,627
Per Weighted
Average
Limited
Partnership
Unit: (A)

Tax Credits        160.80      160.80       159.20      143.80       104.62
Portfolio
   Income           10.60       10.60         8.90        8.00         9.50
Passive Loss      (137.00)    (130.60)     (138.30)    (131.60)     (125.50)

Net Loss          (104.99)    (105.56)     (108.37)    (119.55)     (107.11)



FOR THE YEARS ENDED MARCH 31,
  SERIES 9       1999        1998        1997       1996         1995
                 ----        ----        ----       ----         ----
Total
Revenues       $   24,872  $   25,209   $   25,848  $   29,092   $   56,756

Net Loss         (570,231)   (512,506)    (557,202)   (504,713)    (290,577)
Equity in
Losses of
Project
Partnerships     (517,316)   (459,629)    (506,807)   (458,221)    (271,414)
Total Assets    3,289,179   3,830,465    4,307,579   4,824,662    5,615,793
Investments
In Project
Partnerships    2,818,653   3,363,377    3,848,367   4,397,301    4,901,634
Per Weighted
Average
Limited
Partnership
Unit: (A)

Tax Credits        153.40      153.40       153.30      143.10        50.40
Portfolio
   Income           10.10        9.10         8.10        8.50        12.30
Passive Loss      (106.70)    (100.80)     (108.70)    (102.70)      (61.20)

Net Loss           (90.27)     (81.13)      (88.20)     (79.90)      (46.00)




FOR THE YEARS ENDED MARCH 31,
  SERIES 10      1999        1998        1997       1996         1995
                 ----        ----        ----       ----         ----
Total
Revenues       $   24.421  $   24,885   $   24,953  $   27,591   $   62,023

Net Loss         (264,781)   (224,779)    (214,923)   (189,034)    (110,564)
Equity in
Losses of
Project
Partnerships     (237,276)   (195,183)    (190,191)   (167,857)    (121,762)
Total Assets    3,523,986   3,784,494    4,006,856   4,203,400    4,537,644
Investments
In Project
Partnerships    3,086,492   3,352,669    3,571,518   3,788,041    3,966,411
Per Weighted
Average
Limited
Partnership
Unit: (A)

Tax Credits        149.60      149.60       149.60      139.10        47.40
Portfolio
   Income           11.10        9.70         8.88        8.80        18.70
Passive Loss       (89.60)     (82.30)      (79.00)     (79.80)      (39.30)

Net Loss           (51.98)     (44.13)      (42.19)     (37.11)      (21.71)



FOR THE YEARS ENDED MARCH 31,
  SERIES 11      1999        1998        1997       1996         1995
                 ----        ----        ----       ----         ----
Total
Revenues       $   27,001  $   26,502   $   30,465  $   69,130   $  158,326

Net Loss         (152,545)   (183,183)    (196,029)   (108,465)     136,410
Equity in
Losses of
Project
Partnerships     (128,802)   (163,364)    (182,485)   (134,308)      (9,886)
Total Assets    4,163,711   4,314,491    4,487,039   4,962,767    5,619,288
Investments
In Project
Partnerships    3,701,295   3,861,731    4,070,301   4,340,316    3,771,207
Per Weighted
Average
Limited
Partnership
Unit: (A)

Tax Credits        145.70      146.20        57.50       32.70          .00
Portfolio
   Income           10.80        9.50        11.00       20.70        24.40
Passive Loss       (51.20)     (58.40)      (57.50)     (37.60)       (2.40)

Net Loss           (29.46)     (35.57)      (37.85)     (20.94)       26.34


(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,  1999,  March 31, 1998 and March 31, 1997.  General and  Administrative
expenses - General Partner and General and Administrative expenses -  Other
for  the  year  ended March 31, 1999 are comparable to March 31,  1998  and
March 31, 1997.

    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,
1999, 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, 1998.

   The Equity in Losses of Project Partnerships decreased from $909,991 for
the year ended March 31, 1998 to $718,721 for the year ended March 31, 1999
as  a  result  of not including losses of $171,315, as these  losses  would
reduce the investment in certain Project Partnerships below zero. Equity in
losses  of  Project  Partnerships for the year  ended  March  31,  1998  of
$909,991 were comparable to the Equity in losses of Project Partnerships of
$936,184 for the year ended March 31, 1997  In general, it is common in the
real  estate industry to experience losses for financial and tax  reporting
purposes because of the non-cash expenses of depreciation and amortization.
(These  Project  Partnerships  reported depreciation  and  amortization  of
$1,625,748,  $1,573,077 and $1,525,659 for the periods ended  December  31,
1996,  1997 and 1998, 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, 1999, the Series had $299,313 of short-term  investments
(Cash  and  Cash  Equivalents).   It  also  had  $433,023  in  Zero  Coupon
Treasuries  with  annual maturities providing $53,000 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  $812,428 for the year ending March 31, 1999.  However, after  adjusting
for Equity in Losses of Project Partnerships of $718,721 and the changes in
operating assets and liabilities, net cash used in operating activities was
$51,662 of which $46,140 was the Asset Management Fee actually paid.   Cash
provided  by investing activities totaled $64,869 consisting of $30,427  in
cash  distributions from the Project Partnerships and $34,442 from  matured
Zero  Coupon  Treasuries.   There  were no  unusual  events  or  trends  to
describe.

   A Project Partnership located in Elk Point, SD experienced cash
shortages from operations in 1998 due to low occupancy. The local general
partner has funded the deficit by lending $5,000 in 1997 and $2,570 in 1998
and has deferred management fees of $10,000 in 1998.  In 1998 Management
withdrew $14,000 from the property's replacement reserve account to perform
major repairs and to pay real estate taxes.   Occupancy was 88% at March
31, 1999.  Management does not expect any materially adverse effect to
Gateway from this Project Partnership.

   A Project Partnership located in Bloomfield, NE experienced cash
shortages from operations in 1998 due to low occupancy. The local general
partner has deferred management fees of $9,000 in 1998 to assist in funding
the operating deficit. Occupancy was 84% at June 30, 1998. The project
received approval for a $15 per unit rent increase as of January 1999.
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,  1999,  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 94% at December 31, 1998.

    Equity  in losses of Project Partnerships for the year ended March  31,
1999 of $960,106 was comparable to the years ended March 31, 1998 and 1997.
(These  Project  Partnerships  reported depreciation  and  amortization  of
$1,652,936,  $1,627,815 and $1,609,164 for the periods ended  December  31,
1996,  1997  and  1998,  respectively.)  Overall  management  believes  the
Project  Partnerships  are operating as expected  and  are  generating  tax
credits which meet projections.

    At  March  31, 1999, the Series had $411,602 of short-term  investments
(Cash  and  Cash  Equivalents).   It  also  had  $410,832  in  Zero  Coupon
Treasuries  with  annual maturities providing $48,000 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 $1,055,240 for the year ending March 31, 1999.  However, after adjusting
for  Equity in Losses of Project Partnerships of $960,106  and the  changes
in  operating assets and liabilities, net cash used in operating activities
was  $50,903  of which $44,667 was the Asset Management Fee actually  paid.
Cash provided by investing activities totaled $51,778 consisting of $19,483
received  in  cash distributions from the Project Partnerships and  $32,295
from  matured Zero Coupon Treasuries.  Management believes the  sources  of
funds  are sufficient to meet current and ongoing operating costs  for  the
foreseeable  future,  and to pay part of the Asset Management  Fee.   There
were no unusual events or trends to describe.

   A Project Partnership located in Russellville, KY experienced cash
shortages from operations in 1998 due to low occupancy. The local general
partner has funded the deficit by lending $12,300 in 1998. We are in
discussion with the local general partner regarding 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,
1999, 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, 1998.

    Equity in losses of Project Partnerships of $517,316 for the year ended
March  31,  1999 were comparable to $459,629 for the year ended  March  31,
1998  and  to  $506,807 for the year ended March 31, 1997.  (These  Project
Partnerships reported depreciation and amortization of $913,666,  $901,709,
and  $887,635  for  the  years ended December  31,  1996,  1997  and  1998,
respectively.)   Overall management believes the Project  Partnerships  are
operating   as  expected  and  are  generating  tax  credits   which   meet
projections.

    At  March  31, 1999, the Series had $195,618 of short-term  investments
(Cash  and  Cash  Equivalents).   It  also  had  $274,908  in  Zero  Coupon
Treasuries  with  annual maturities providing $31,000 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
$570,231 for the period ending March 31, 1999.  After adjusting for  Equity
in  Losses of Project Partnerships of $517,316 and the changes in operating
assets  and liabilities, net cash used in operating activities was  $25,522
of which $19,164 was the Asset Management Fee actually paid.  Cash provided
by  investing activities totaled $41,036 consisting of $18,805 received  in
cash  distributions from the Project Partnerships and $22,231 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,
1999, 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 97% at December 31, 1998.

       Equity  in losses of Project Partnerships of $237,276 for  the  year
ended  March 31, 1999 were comparable to $195,183 for the year ended  March
31, 1998 and to $190,191 for the year ended March 31, 1997.  (These Project
Partnerships  reported depreciation and amortization of $516,816,  $511,020
and  $511,296  for  the  years ended December  31,  1996,  1997,  and  1998
respectively.)   Overall management believes the Project  Partnerships  are
operating   as  expected  and  are  generating  tax  credits   which   meet
projections.

    At  March  31, 1999, the Series had $216,566 of short-term  investments
(Cash  and  Cash  Equivalents).   It  also  had  $220,928  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
$264,781 for the year ending March 31, 1999.  After adjusting for Equity in
Losses  of  Project Partnerships of $237,276 and the changes  in  operating
assets  and liabilities, net cash used in operating activities was  $27,784
of which $27,978 was the Asset Management Fee actually paid.  Cash provided
by  investing activities totaled $41,915 consisting of $23,972 received  in
cash distributions from the Project Partnerships, $17,943 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, 1999 the series had
invested  $4,128,042  in  12  Project  Partnerships  located  in  7  states
containing  361 apartments.  Average occupancy of the Project  Partnerships
was 96% at December 31, 1998.

   Equity in losses of Project Partnerships decreased from $182,485 for the
year ended March 31, 1997 to $163,364 for the year ended March 31, 1998  to
$128,802  for  the year ended March 31, 1999 as certain of  the  properties
have  begun  to generate net income.  (These Project Partnerships  reported
depreciation  and amortization of $537,223, $506,631 and $510,062  for  the
periods  ended  December  31,  1996, 1997 and  1998.)   Overall  management
believes  the  Project  Partnerships are  operating  as  expected  and  are
generating tax credits which meet projections.

    At  March  31, 1999, the Series had $223,024 of short-term  investments
(Cash  and  Cash  Equivalents).   It  also  had  $239,392  in  Zero  Coupon
Treasuries  with  annual maturities providing $24,000 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  $30,465  for the year ended March 31, 1997 to $26,502  for  the  year
ended  March  31,  1998  due to the lowering of the  average  cash  balance
available  for investment.  Interest income of $27,001 for the  year  ended
March 31, 1999 was comparable to the year ended March 31, 1998.

    As disclosed on the statement of cash flows, the Series had net loss of
$152,545 for the year ending March 31, 1999.  After adjusting for Equity in
Losses  of  Project Partnerships of $128,802 and the changes  in  operating
assets  and liabilities, net cash used in operating activities was  $16,475
of which $24,581 was the Asset Management Fee actually paid.  Cash provided
by  investing activities totaled $36,547 consisting of $16,873 from matured
Zero  Coupon  Treasures  and $19,674 received in  cash  distributions  from
Project  Partnerships.   Management  believes  the  sources  of  funds  are
sufficient  to meet current and ongoing operating costs for the foreseeable
future, and to pay part of the Asset Management Fee.  There were no unusual
events or trends to describe.


Item 8.  Financial Statements and Supplementary Data

                INDEPENDENT AUDITOR'S REPORT


To the Partners of Gateway Tax Credit Fund III Ltd.

 We have audited the accompanying balance sheets of each of the five Series
(Series  7  through 11) constituting Gateway Tax Credit Fund  III  Ltd.  (a
Florida  Limited Partnership) as of March 31, 1999 and 1998 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  total  the
following  as  of  March 31, 1999 and 1998 and the equity in  their  losses
total for each of the periods indicated:
               Assets                   Partnership Loss
              March 31,               Year Ended March 31,
              ---------               ---------------------
             1999        1998          1999        1998         1997
             ----        ----          ----        ----         ----

Series 7   $1,861,653  $2,354,160      $386,712    $536,596     $583,264
Series 8    1,714,808   2,265,382       363,389     516,746      515,494
Series 9    1,369,649   1,675,647       137,114     128,053      121,527
Series 10   2,029,179   2,113,609        62,725      65,059       16,712
Series 11   3,123,469   3,282,263       130,338     148,066      166,817


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,
1999 and 1998, 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 6, 1999

PART I - Financial Information
 Item 1.  Financial Statements
                     GATEWAY TAX CREDIT FUND III LTD.
                      (A Florida Limited Partnership)
                              BALANCE SHEETS
                          MARCH 31, 1999 AND 1998

SERIES 7                                           1999           1998
                                                   ----           ----

ASSETS
Current Assets:
 Cash and Cash Equivalents                         $ 299,313    $  286,106
 Investments in Securities                            50,412        47,675
                                                 -----------   -----------
  Total Current Assets                               349,725       333,781

 Investments in Securities                           382,611       404,220
 Investments in Project Partnerships, Net          2,749,505     3,517,852
                                                 -----------   -----------
    Total Assets                                   3,481,841    $4,255,853
                                                  ==========   ===========
LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
 Payable to General Partners                          52,109        55,760
                                                 -----------   -----------
  Total Current Liabilities                           52,109        55,760

Long-Term Liabilities:
 Payable to General Partners                         268,953       226,886
                                                 -----------   -----------
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 1998)              3,220,449     4,024,753
General Partners                                     (59,670)      (51,546)
                                                 -----------   -----------
  Total Partners' Equity                           3,160,779     3,973,207
                                                 -----------   -----------
    Total Liabilities and Partners' Equity         3,481,841    $4,255,853
                                                 ===========   ===========



              See accompanying notes to financial statements.

                     GATEWAY TAX CREDIT FUND III LTD.
                      (A Florida Limited Partnership)
                              BALANCE SHEETS
                          MARCH 31, 1999 AND 1998

SERIES 8                                             1999         1998
                                                     ----         ----
ASSETS
Current Assets:
 Cash and Cash Equivalents                         $  411,602    $  410,727
 Investments in Securities                             45,734        42,967
                                                   ----------   -----------
  Total Current Assets                                457,336       453,694

 Investments in Securities                            365,098       384,906
 Investments in Project Partnerships, Net           2,612,574     3,608,229
                                                   ----------   -----------
    Total Assets                                    3,435,008    $4,446,829
                                                   ==========   ===========
LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
 Payable to General Partners                           42,668        46,515
                                                   ----------    ----------
  Total Current Liabilities                            42,668        46,515

Long-Term Liabilities:
 Payable to General Partners                          316,373       269,107

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 1998)            3,132,833     4,177,520
General Partners                                      (56,866)      (46,313)
                                                  -----------   -----------
  Total Partners' Equity                            3,075,967     4,131,207
                                                  -----------   -----------
    Total Liabilities and Partners' Equity          3,435,008    $4,446,829
                                                  ===========   ===========


              See accompanying notes to financial statements.



                     GATEWAY TAX CREDIT FUND III LTD.
                      (A Florida Limited Partnership)
                              BALANCE SHEETS
                          MARCH 31, 1999 AND 1998

SERIES 9                                             1999         1998
                                                     ----         ----
ASSETS
Current Assets:
 Cash and Cash Equivalents                         $  195,618     $  180,104
 Investments in Securities                             29,663         27,803
                                                  -----------    -----------
  Total Current Assets                                225,281        207,907

 Investments in Securities                            245,245        259,181
 Investments in Project Partnerships, Net           2,818,653      3,363,377
                                                  -----------    -----------
    Total Assets                                    3,289,179     $3,830,465
                                                  ===========    ===========
LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
 Payable to General Partners                           24,561         26,911
                                                  -----------    -----------
  Total Current Liabilities                            24,561         26,911

Long-Term Liabilities:
 Payable to General Partners                          183,028        151,733

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, 1999 and 1998)                        3,105,611      3,670,140
General Partners                                      (24,021)       (18,319)
                                                  -----------    -----------
  Total Partners' Equity                            3,081,590      3,651,821
                                                  -----------    -----------
    Total Liabilities and Partners' Equity          3,289,179    $ 3,830,465
                                                  ===========   ============

              See accompanying notes to financial statements.


                     GATEWAY TAX CREDIT FUND III LTD.
                      (A Florida Limited Partnership)
                              BALANCE SHEETS
                          MARCH 31, 1999 AND 1998

SERIES 10                                            1999          1998
                                                     ----          ----
ASSETS
Current Assets:
 Cash and Cash Equivalents                         $  216,566     $  202,435
 Investments in Securities                             22,855        22,865
                                                  -----------   -----------
  Total Current Assets                                239,421       225,300

 Investments in Securities                            198,073       206,525
 Investments in Project Partnerships, Net           3,086,492     3,352,669
                                                  -----------   -----------
    Total Assets                                    3,523,986    $3,784,494
                                                  ===========   ===========
LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
 Payable to General Partners                           28,101        30,279
                                                  -----------   -----------
    Total Current Liabilities                          28,101        30,279

Long-Term Liabilities:
 Payable to General Partners                           51,557        45,106

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 1998)             3,454,065     3,716,198
General Partners                                       (9,737)       (7,089)
                                                  -----------   -----------
  Total Partners' Equity                            3,444,328     3,709,109
                                                  -----------   -----------
    Total Liabilities and Partners' Equity          3,523,986    $3,784,494
                                                  ===========   ===========


              See accompanying notes to financial statements.



                     GATEWAY TAX CREDIT FUND III LTD.
                      (A Florida Limited Partnership)
                              BALANCE SHEETS
                          MARCH 31, 1999 AND 1998

SERIES 11                                           1999           1998
                                                    ----           ----
ASSETS
Current Assets:
 Cash and Cash Equivalents                         $  223,024    $  208,198
 Investments in Securities                             22,713        21,794
                                                  -----------   -----------
  Total Current Assets                                245,737       229,992

 Investments in Securities                            216,679       222,768
 Investments in Project Partnerships, Net           3,701,295     3,861,731
                                                 ------------   -----------
    Total Assets                                    4,163,711    $4,314,491
                                                 ============   ===========
LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
 Payable to General Partners                           27,805        29,179
                                                 ------------    ----------
  Total Current Liabilities                            27,805        29,179

Long-Term Liabilities:
 Payable to General Partners                           20,638        17,499

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 1998                          4,120,106     4,271,126
General Partners                                       (4,838)       (3,313)
                                                 ------------   -----------
  Total Partners' Equity                            4,115,268     4,267,813
                                                 ------------   -----------
    Total Liabilities and Partners' Equity          4,163,711    $4,314,491
                                                 ============   ===========


              See accompanying notes to financial statements.



                      GATEWAY TAX CREDIT FUND III LTD.
                      (A Florida Limited Partnership)
                              BALANCE SHEETS
                          MARCH 31, 1999 AND 1998

TOTAL SERIES 7 -11                                1999           1998
                                                  ----           ----
ASSETS
Current Assets:
 Cash and Cash Equivalents                      $ 1,346,123    $ 1,287,570
 Investments in Securities                          171,377        163,104
                                               ------------   ------------
  Total Current Assets                            1,517,500      1,450,674

 Investments in Securities                        1,407,706      1,477,600
 Investments in Project Partnerships, Net        14,968,519     17,703,858
                                               ------------   ------------
    Total Assets                                 17,893,725    $20,632,132
                                               ============   ============
LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
 Payable to General Partners                        175,244        188,644
                                               ------------   ------------
  Total Current Liabilities                         175,244        188,644

Long-Term Liabilities:
 Payable to General Partners                        840,549        710,331

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 1998)                   17,033,063     19,859,737
General Partners                                   (155,131)      (126,580)
                                               ------------   ------------
  Total Partners' Equity                         16,877,932     19,733,157
                                               ------------   ------------
    Total Liabilities and Partners' Equity       17,893,725    $20,632,132
                                               ============   ============


              See accompanying notes to financial statements.

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

                         STATEMENTS OF OPERATIONS
                       FOR THE YEAR ENDED MARCH 31,
SERIES 7                           1999           1998           1997
                                   ----           ----           ----
Revenues:
 Interest Income                 $    43,550    $    44,592    $    43,466

Expenses:
 Asset Management Fee-General
 Partner                              88,207         88,433         80,591
 General and Administrative:
  General Partner                     13,177         14,380         12,039
  Other                               16,673         21,005         19,895
 Amortization                         19,200         21,646         21,675
                                 -----------   ------------   ------------
  Total Expenses                     137,257        145,464        134,200

Loss Before Equity in Losses
 of Project Partnerships             (93,707)      (100,872)       (90,734)
Equity in Losses of Project
 Partnerships                       (718,721)      (909,991)      (936,184)
                                ------------   ------------   ------------
Net Loss                            (812,428)   $(1,010,863)   $(1,026,918)
                                ============   ============   ============
Allocation of Net Loss:
 Assignees                          (804,304)    (1,000,754)    (1,016,649)
 General Partners                     (8,124)       (10,109)       (10,269)
                                ------------   ------------   ------------
                                    (812,428)   $(1,010,863)   $(1,026,918)
                                ============   ============   ============
Net Loss Per Beneficial
Assignee Certificate             $    (77.37)   $    (96.27)   $    (97.80)
Number of Beneficial Assignee   ============   ============   ============
Certificates Outstanding              10,395         10,395         10,395
                                ============   ============   ============



              See accompanying notes to financial statements.



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

                         STATEMENTS OF OPERATIONS
                       FOR THE YEAR ENDED MARCH 31,
SERIES 8                           1999           1998           1997
                                   ----           ----           ----
Revenues:
 Interest Income                  $   45,764    $    46,987     $    48,637

Expenses:
 Asset Management Fee-General
 Partner                              91,933         92,191          88,857
 General and Administrative:
  General Partner                     14,528         15,855          13,275
  Other                               18,371         21,722          21,160
 Amortization                         16,066         14,702          14,701
                                 -----------   ------------    ------------
  Total Expenses                     140,898        144,470         137,993

Loss Before Equity in Losses
 of Project Partnerships             (95,134)       (97,483)        (89,356)
Equity in Losses of Project
 Partnerships                       (960,106)      (963,455)       (999,833)
                                 -----------   ------------    ------------
Net Loss                          (1,055,240)   $(1,060,938)     (1,089,189)
                                 ===========   ============    ============
Allocation of Net Loss:
 Assignees                        (1,044,688)    (1,050,329)     (1,078,297)
 General Partners                    (10,552)       (10,609)        (10,892)
                                 -----------   ------------    ------------
                                  (1,055,240)   $(1,060,938)    $(1,089,189)
                                 ===========   ============    ============
Net Loss Per Beneficial
Assignee Certificate              $  (104.99)   $   (105.56)    $   (108.37)
Number of Beneficial Assignee    ===========   ============    ============
Certificates Outstanding               9,950          9,950           9,950
                                 ===========   ============    ============


              See accompanying notes to financial statements.



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

                         STATEMENTS OF OPERATIONS
                       FOR THE YEAR ENDED MARCH 31,

SERIES 9                           1999             1998           1997
                                   ----             ----           ----
Revenues:
 Interest Income                  $    24,872     $    25,209    $    25,848

Expenses:
 Asset Management Fee-General
 Partner                               50,458          50,592         49,594
 General and Administrative:
  General Partner                       8,109           8,849          7,410
  Other                                10,618          12,575         12,122
 Amortization                           8,602           6,070          7,117
                                   ----------    ------------   ------------
  Total Expenses                       77,787          78,086         76,243

Loss Before Equity in Losses
 of Project Partnerships              (52,915)        (52,877)       (50,395)
Equity in Losses of Project
 Partnerships                        (517,316)       (459,629)      (506,807)
                                   ----------     -----------    -----------
Net Loss                            $(570,231)     $ (512,506)    $ (557,202)
                                   ==========     ===========    ===========
Allocation of Net Loss:
 Assignees                           (564,529)       (507,381)      (551,630)
 General Partners                      (5,702)         (5,125)        (5,572)
                                   ----------     -----------    -----------
                                    $(570,231)     $ (512,506)    $ (557,202)
                                   ==========     ===========    ===========
Net Loss Per Beneficial
Assignee Certificate                $  (90.27)     $   (81.13)    $   (88.20)
Number of Beneficial Assignee      ==========     ===========    ===========
Certificates Outstanding                6,254           6,254          6,254
                                   ==========     ===========    ===========




              See accompanying notes to financial statements.



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

                         STATEMENTS OF OPERATIONS
                       FOR THE YEAR ENDED MARCH 31,

SERIES 10                          1999             1998           1997
                                   ----             ----           ----
Revenues:
 Interest Income                $      24,421     $    24,885    $    24,953

Expenses:
 Asset Management Fee-General
 Partner                               34,427          34,101         30,997
 General and Administrative:
  General Partner                       5,068           5,531          4,630
  Other                                 7,500           9,031          8,221
 Amortization                           4,931           5,818          5,837
                                   ----------     -----------   ------------
  Total Expenses                       51,926          54,481         49,685

Loss Before Equity in Losses
 of Project Partnerships              (27,505)        (29,596)       (24,732)
Equity in Losses of Project
 Partnerships                        (237,276)       (195,183)      (190,191)
                                   ----------     -----------    -----------
Net Loss                            $(264,781)     $ (224,779)    $ (214,923)
                                   ==========     ===========    ===========
Allocation of Net Loss:
 Assignees                           (262,133)       (222,531)      (212,774)
 General Partners                      (2,648)         (2,248)        (2,149)
                                   ----------     -----------    -----------
                                    $(264,781)     $ (224,779)    $ (214,923)
                                   ==========     ===========    ===========
Net Loss Per Beneficial
Assignee Certificate                $  (51.98)     $   (44.13)    $   (42.19)
Number of Beneficial Assignee      ==========     ===========    ===========
Certificates Outstanding                5,043           5,043          5,043
                                   ==========     ===========    ===========




              See accompanying notes to financial statements.



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

                         STATEMENTS OF OPERATIONS
                       FOR THE YEAR ENDED MARCH 31,

SERIES 11                          1999             1998           1997
                                   ----             ----           ----
Revenues:
 Interest Income                 $     27,001     $    26,502    $    30,465

Expenses:
 Asset Management Fee-General
 Partner                               27,721          27,281         24,797
 General and Administrative:
  General Partner                       4,054           4,424          3,702
  Other                                 7,007           8,124          8,322
 Amortization                          11,962           6,492          7,188
                                  -----------    ------------   ------------
  Total Expenses                       50,744          46,321         44,009

Loss Before Equity in Losses
 of Project Partnerships              (23,743)        (19,819)       (13,544)
Equity in Losses of Project
 Partnerships                        (128,802)       (163,364)      (182,485)
                                   ----------     -----------    -----------
Net Loss                            $(152,545)     $ (183,183)    $ (196,029)
                                   ==========     ===========    ===========
Allocation of Net Loss:
 Assignees                           (151,020)       (181,351)      (194,069)
 General Partners                      (1,525)         (1,832)        (1,960)
                                   ----------     -----------    -----------
                                    $(152,545)     $ (183,183)    $ (196,029)
                                   ==========     ===========    ===========
Net Loss Per Beneficial
Assignee Certificate                $  (29.46)     $   (35.37)    $   (37.85)
Number of Beneficial Assignee      ==========     ===========    ===========
Certificates Outstanding                5,127           5,127          5,127
                                   ==========     ===========    ===========



              See accompanying notes to financial statements.



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

                         STATEMENTS OF OPERATIONS
                       FOR THE YEAR ENDED MARCH 31,

TOTAL SERIES 7 - 11                1999             1998          1997
                                   ----             ----          ----
Revenues:
 Interest Income                   $  165,608      $  168,175    $  173,369

Expenses:
 Asset Management Fee-General
 Partner                               292,746         292,598       274,836
 General and Administrative:
  General Partner                      44,936          49,039        41,056
  Other                                60,169          72,457        69,720
 Amortization                          60,761          54,728        56,518
                                 ------------     -----------   -----------
  Total Expenses                      458,612         468,822       442,130

Loss Before Equity in Losses
 of Project Partnerships             (293,004)       (300,647)     (268,761)
Equity in Losses of Project
 Partnerships                      (2,562,221)     (2,691,622)   (2,815,500)
                                -------------    ------------  ------------
Net Loss                        $  (2,855,225)    $(2,992,269)  $(3,084,261)
                                =============    ============  ============
Allocation of Net Loss:
 Assignees                         (2,826,674)     (2,962,346)   (3,053,419)
 General Partners                     (28,551)        (29,923)      (30,842)
                                -------------    ------------  ------------
                                $  (2,855,225)    $(2,992,269)  $(3,084,261)
                                =============    ============  ============






              See accompanying notes to financial statements.



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

                      STATEMENTS OF PARTNERS' EQUITY

            FOR THE YEARS ENDED MARCH 31, 1999, 1998 AND 1997:



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


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

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

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


      See accompanying notes to financial statements.






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

                      STATEMENTS OF PARTNERS' EQUITY

            FOR THE YEARS ENDED MARCH 31, 1999, 1998 AND 1997:



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


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

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

Balance at March 31, 1999       $ 3,132,833    $   (56,866)     $ 3,075,967
                               ============    ============     ===========


      See accompanying notes to financial statements.






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

                      STATEMENTS OF PARTNERS' EQUITY

            FOR THE YEARS ENDED MARCH 31, 1999, 1998 AND 1997:



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


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

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

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


      See accompanying notes to financial statements.






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

                      STATEMENTS OF PARTNERS' EQUITY

            FOR THE YEARS ENDED MARCH 31, 1999, 1998 AND 1997:



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


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

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

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


      See accompanying notes to financial statements.






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

                      STATEMENTS OF PARTNERS' EQUITY

            FOR THE YEARS ENDED MARCH 31, 1999, 1998 AND 1997:



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


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

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

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



      See accompanying notes to financial statements.





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

                      STATEMENTS OF PARTNERS' EQUITY

            FOR THE YEARS ENDED MARCH 31, 1999, 1998 AND 1997:



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


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

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

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


      See accompanying notes to financial statements.


                      GATEWAY TAX CREDIT FUND III LTD.
                      (A Florida Limited Partnership)
                         STATEMENTS OF CASH FLOWS
            FOR THE YEARS ENDED MARCH 31, 1999, 1998 AND 1997:
SERIES 7                               1999          1998         1997
--------                               ----          ----         ----
Cash Flows from Operating
Activities:
  Net Loss                          $ (812,428)  $(1,010,863)  $(1,026,918)
  Adjustments to Reconcile Net
  Loss to Net Cash Provided by
  (Used in) Operating Activities:
   Amortization                         19,200        21,646        21,675
   Accreted Interest Income on
   Investments in Securities           (31,130)      (32,118)      (32,259)
   Equity in Losses of Project
   Partnerships                        718,721       909,991       936,184
   Interest Income from
   Redemption of Securities             15,558        11,911         8,658
   Changes in Operating Assets
   and Liabilities:
    Increase in Payable to
    General Partners                    38,417        48,413        41,939
                                     ----------   -----------   -----------
     Net Cash Used in Operating
     Activities                        (51,662)      (51,020)      (50,721)
                                     ----------   -----------   -----------
Cash Flows from Investing
Activities:
  Investments in Project
  Partnerships                               0             0        (3,332)
  (Increase) Decrease in
  Receivable from Project
  Partnerships                               0             0             0
  Acquisition Fees and Expenses              0             0          (272)
  Distributions Received from
  Project Partnerships                  30,427        34,057        27,181
  Redemption of Investment in
  Securities                            34,442        35,089        35,342
  Increase (Decrease) in Payable
  to Project Partnerships -
  Capital Contributions                      0             0             0
                                    -----------   -----------   -----------
     Net Cash Provided by
     Investing Activities               64,869        69,146        58,919
                                    -----------   -----------   -----------

Increase in Cash and
Cash Equivalents                        13,207        18,126         8,198
Cash and Cash Equivalents at
Beginning of Year                      286,106       267,980       259,782
                                    -----------   -----------   -----------
Cash   and  Cash  Equivalents   at
End of Year                         $  299,313    $  286,106    $  267,980
                                    ===========   ===========   ===========

              See accompanying notes to financial statements.

<PAGE>
                      GATEWAY TAX CREDIT FUND III LTD.
                      (A Florida Limited Partnership)
                         STATEMENTS OF CASH FLOWS
            FOR THE YEARS ENDED MARCH 31, 1999, 1998 AND 1997:
SERIES 8                               1999          1998         1997
--------                               ----          ----         ----
Cash Flows from Operating
Activities:
  Net Loss                         $(1,055,240)  $(1,060,938)  $(1,089,189)
  Adjustments to Reconcile Net
  Loss to Net Cash Provided by
  (Used in) Operating Activities:
   Amortization                         16,066        14,702        14,701
   Accreted Interest Income on
   Investments in Securities           (27,959)      (28,861)      (29,020)
   Equity in Losses of Project
   Partnerships                        960,106       963,455       999,833
   Interest Income from
   Redemption of Securities             12,705         9,582         6,822
   Changes in Operating Assets
   and Liabilities:
    Increase in Payable to
    General Partners                    43,419        56,142        60,615
                                     ----------   -----------   -----------
     Net Cash Used in Operating
     Activities                        (50,903)      (45,918)      (36,238)
                                     ----------   -----------   -----------
Cash Flows from Investing
Activities:
  Investments in Project
  Partnerships                               0             0           453
  (Increase) Decrease in
  Receivable from Project
  Partnerships                               0           453        75,574
  Acquisition Fees and Expenses              0             0             0
  Distributions Received from
  Project Partnerships                  19,483        27,736        29,050
  Redemption of Investment in
  Securities                            32,295        32,418        32,178
  Increase (Decrease) in Payable
  to Project Partnerships -
  Capital Contributions                      0             0             0
                                    -----------   -----------   -----------
     Net Cash Provided by
     Investing Activities               51,778        60,607       137,255
                                    -----------   -----------   -----------

Increase in Cash and
Cash Equivalents                           875        14,689       101,017
Cash and Cash Equivalents at
Beginning of Year                      410,727       396,038       295,021
                                    -----------   -----------   -----------
Cash   and  Cash  Equivalents   at
End of Year                         $  411,602    $  410,727    $  396,038
                                    ===========   ===========   ===========


              See accompanying notes to financial statements.
 
<PAGE>
                     GATEWAY TAX CREDIT FUND III LTD.
                      (A Florida Limited Partnership)
                         STATEMENTS OF CASH FLOWS
            FOR THE YEARS ENDED MARCH 31, 1999, 1998 AND 1997:
SERIES 9                               1999          1998         1997
--------                               ----          ----         ----
Cash Flows from Operating
Activities:
  Net Loss                          $ (570,231)   $ (512,506)   $ (557,202)
  Adjustments to Reconcile Net
  Loss to Net Cash Provided by
  (Used in) Operating Activities:
   Amortization                          8,602         6,070         7,117
   Accreted Interest Income on
   Investments in Securities           (16,924)      (17,585)      (17,836)
   Equity in Losses of Project
   Partnerships                        517,316       459,629       506,807
   Interest Income from
   Redemption of Securities              6,769         5,203         3,669
   Changes in Operating Assets
   and Liabilities:
    Increase in Payable to
    General Partners                    28,946        35,392        40,120
                                    -----------   -----------   -----------
     Net Cash Used in Operating
     Activities                        (25,522)      (23,797)      (17,325)
                                    -----------   -----------   -----------
Cash Flows from Investing
Activities:
  Investments in Project
  Partnerships                               0             0        18,076
  (Increase) Decrease in
  Receivable from Project
  Partnerships                               0             0         8,545
  Acquisition Fees and Expenses              0             0             0
  Distributions Received from
  Project Partnerships                  18,805        19,291        16,934
  Redemption of Investment in
  Securities                            22,231        22,797        23,331
  Increase (Decrease) in Payable
  to Project Partnerships -
  Capital Contributions                      0             0             0
                                    -----------   -----------   -----------
     Net Cash Provided by
     Investing Activities               41,036        42,088        66,886
                                     ----------   -----------   -----------

Increase in Cash and
Cash Equivalents                        15,514        18,291        49,561
Cash and Cash Equivalents at
Beginning of Year                      180,104       161,813       112,252
                                    -----------   -----------   -----------
Cash   and  Cash  Equivalents   at
End of Year                         $  195,618    $  180,104    $  161,813
                                    ===========   ===========   ===========

              See accompanying notes to financial statements.

<PAGE>
                      GATEWAY TAX CREDIT FUND III LTD.
                      (A Florida Limited Partnership)
                         STATEMENTS OF CASH FLOWS
            FOR THE YEARS ENDED MARCH 31, 1999, 1998 AND 1997:
SERIES 10                              1999          1998         1997
--------                               ----          ----         ----
Cash Flows from Operating
Activities:
  Net Loss                          $ (264,781)   $ (224,779)   $ (214,923)
  Adjustments to Reconcile Net
  Loss to Net Cash Provided by
  (Used in) Operating Activities:
   Amortization                          4,931         5,818         5,837
   Accreted Interest Income on
   Investments in Securities           (15,540)      (15,796)      (15,871)
   Equity in Losses of Project
   Partnerships                        237,276       195,183       190,191
   Interest Income from
   Redemption of Securities              6,057         4,355         2,874
   Changes in Operating Assets
   and Liabilities:
    Increase in Payable to
    General Partners                     4,273        10,130        18,380
                                    -----------   -----------   -----------
     Net Cash Used in Operating
     Activities                        (27,784)      (25,089)      (13,512)
                                    -----------   -----------   -----------
Cash Flows from Investing
Activities:
  Investments in Project
  Partnerships                               0             0             0
  (Increase) Decrease in
  Receivable from Project
  Partnerships                               0             0        13,059
  Acquisition Fees and Expenses              0             0             0
  Distributions Received from
  Project Partnerships                  23,972        17,848        20,494
  Redemption of Investment in
  Securities                            17,943        17,645        17,126
  Increase (Decrease) in Payable
  to Project Partnerships -
  Capital Contributions                      0        (7,712)            0
                                     ----------   -----------   -----------
     Net Cash Provided by
     Investing Activities               41,915        27,781        50,679
                                     ----------   -----------   -----------

Increase in Cash and
Cash Equivalents                        14,131         2,692        37,167
Cash and Cash Equivalents at
Beginning of Year                      202,435       199,743       162,576
                                     ----------   -----------   -----------
Cash   and  Cash  Equivalents   at
End of Year                          $ 216,566    $  202,435    $  199,743
                                     ==========   ===========   ===========

              See accompanying notes to financial statements.

<PAGE>
                      GATEWAY TAX CREDIT FUND III LTD.
                      (A Florida Limited Partnership)
                         STATEMENTS OF CASH FLOWS
            FOR THE YEARS ENDED MARCH 31, 1999, 1998 AND 1997:
SERIES 11                              1999          1998         1997
--------                               ----          ----         ----
Cash Flows from Operating
Activities:
  Net Loss                         $  (152,545)   $ (183,183)   $ (196,029)
  Adjustments to Reconcile Net
  Loss to Net Cash Provided by
  (Used in) Operating Activities:
   Amortization                         11,962         6,492         7,188
   Accreted Interest Income on
   Investments in Securities           (17,832)      (18,209)      (18,178)
   Equity in Losses of Project
   Partnerships                        128,802       163,364       182,485
   Interest Income from
   Redemption of Securities              6,127         4,426         3,049
   Changes in Operating Assets
   and Liabilities:
    Increase in Payable to
    General Partners                     1,765        10,635           187
                                    -----------   -----------   -----------
     Net Cash Used in Operating
     Activities                        (21,721)      (16,475)      (21,298)
                                   ------------   -----------   -----------
Cash Flows from Investing
Activities:
  Investments in Project
  Partnerships                               0             0        75,425
  (Increase) Decrease in
  Receivable from Project
  Partnerships                               0             0         8,250
  Acquisition Fees and Expenses              0             0          (178)
  Distributions Received from
  Project Partnerships                  19,674        38,714         5,095
  Redemption of Investment in
  Securities                            16,873        16,574        16,951
  Increase (Decrease) in Payable
  to Project Partnerships -
  Capital Contributions                      0             0      (279,887)
                                    -----------   -----------   -----------
     Net Cash Provided by (Used
     in) Investing Activities           36,547        55,288      (174,344)
                                    -----------   -----------   -----------
Increase (Decrease) in Cash and
Cash Equivalents                        14,826        38,813      (195,642)
Cash and Cash Equivalents at
Beginning of Year                      208,198       169,385       365,027
                                    -----------   -----------   -----------
Cash   and  Cash  Equivalents   at
End of Year                        $   223,024    $  208,198    $  169,385
                                    ===========   ===========   ===========
              See accompanying notes to financial statements.

<PAGE>
                      GATEWAY TAX CREDIT FUND III LTD.
                      (A Florida Limited Partnership)
                         STATEMENTS OF CASH FLOWS
            FOR THE YEARS ENDED MARCH 31, 1999, 1998 AND 1997:
TOTAL SERIES 7 - 11                    1999          1998         1997
--------                               ----          ----         ----
Cash Flows from Operating
Activities:
  Net Loss                         $(2,855,225)  $(2,992,269)  $(3,084,261)
  Adjustments to Reconcile Net
  Loss to Net Cash Provided by
  (Used in) Operating Activities:
   Amortization                         60,761        54,728        56,518
   Accreted Interest Income on
   Investments in Securities          (109,385)     (112,569)     (113,164)
   Equity in Losses of Project
   Partnerships                      2,562,221     2,691,622     2,815,500
   Interest Income from
   Redemption of Securities             47,216        35,477        25,072
   Changes in Operating Assets
   and Liabilities:
    Increase in Payable to
    General Partners                   116,820       160,712       161,241
                                    -----------   -----------   -----------
     Net Cash Used in Operating
     Activities                       (177,592)     (162,299)     (139,094)
                                    -----------   -----------   -----------
Cash Flows from Investing
Activities:
  Investments in Project
  Partnerships                               0             0        90,622
  (Increase) Decrease in
  Receivable from Project
  Partnerships                               0           453       105,428
  Acquisition Fees and Expenses              0             0          (450)
  Distributions Received from
  Project Partnerships                 112,361       137,646        98,754
  Redemption of Investment in
  Securities                           123,784       124,523       124,928
  Increase (Decrease) in Payable
  to Project Partnerships -
  Capital Contributions                      0        (7,712)     (279,887)
                                    -----------   -----------   -----------
     Net Cash Provided by
     Investing Activities               236,145      254,910       139,395
                                    -----------   -----------   -----------
Increase in Cash and
Cash Equivalents                         58,553        92,611           301
Cash and Cash Equivalents at
Beginning of Year                     1,287,570     1,194,959     1,194,658
                                    -----------   -----------   -----------
Cash   and  Cash  Equivalents   at
End of Year                          $1,346,123    $1,287,570    $1,194,959
                                    ===========   ===========   ===========
              See accompanying notes to financial statements.

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

                       NOTES TO FINANCIAL STATEMENTS

                      MARCH 31, 1999, 1998  AND 1997

NOTE 1 - ORGANIZATION:

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

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

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

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


NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES:

Basis of Accounting

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

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

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

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

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

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

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

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

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

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



Cash and Cash Equivalents

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

Concentrations of Credit Risk

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

Use of Estimates in the Preparation of Financial Statements

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

Investment in Securities

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

Offering and Commission Costs

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

Income Taxes

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


NOTE 3 - INVESTMENT IN SECURITIES:

   The  March  31,  1999  Balance Sheet includes Investment  in  Securities
consisting  of U.S. Treasury Security Strips which represents  their  cost,
plus accreted interest income of $157,681 for Series 7, $134,660 for Series
8, $74,844 for Series 9, $63,759 for Series 10 and $71,072 for Series 11.


                                                          Gross Unrealized
                   Estimated Market       Cost Plus          Gains and
                         Value        Accreted Interest       (Losses)
                   -----------------  -----------------   ----------------
Series 7                   $ 470,914          $ 433,025            $ 37,889
Series 8                     438,935            410,834              28,101
Series 9                     285,004            274,909              10,095
Series 10                    238,626            220,929              17,697
Series 11                    267,120            239,395              27,725


 As of March 31, 1999, the cost and accreted interest of debt securities by
contractual maturities is as follows:

                                  Series 7       Series 8       Series 9
                                  --------       --------       --------
Due with 1 year                     $  50,413      $  45,736      $  29,663
After 1 year through 5 years          198,263        186,171        113,690
After 5 years through 10 years        184,349        178,927        131,556
After 10 years                              0              0              0
                                    ---------      ---------      ---------
  Total Amount Carried on
Balance Sheet                       $ 433,025      $ 410,834      $ 274,909
                                    =========      =========      =========

                                 Series 10      Series 11        Total
                                  --------       --------       --------
Due with 1 year                     $  22,855      $  22,713     $  171,380
After 1 year through 5 years           85,432         91,383        674,939
After 5 years through 10 years         94,066        105,942        694,840
After 10 years                         18,576         19,357         37,933
                                    ---------      ---------      ---------
  Total Amount Carried on
Balance Sheet                      $ 220,929       $ 239,395     $1,579,092
                                   =========       =========      =========

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, 1999, 1998, and 1997 the General Partners
and affiliates are entitled to compensation and reimbursement for costs and
expenses incurred by Gateway as follows:

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


                         1999               1998                1997
                         ----               ----                ----
Series 7                   $  88,207          $  88,433           $  80,591
Series 8                      91,933             92,191              88,857
Series 9                      50,458             50,592              49,594
Series 10                     34,427             34,101              30,997
Series 11                     27,721             27,281              24,797
                           ---------          ---------            --------
Total                      $ 292,746          $ 292,598           $ 274,836
                           =========          =========           =========

  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.

                         1999               1998                1997
                         ----               ----                ----
Series 7                   $  13,177          $  14,380           $  12,039
Series 8                      14,528             15,855              13,275
Series 9                       8,109              8,849               7,410
Series 10                      5,068              5,531               4,630
Series 11                      4,054              4,424               3,702
                           ---------          ---------           ---------
Total                      $  44,936          $  49,039           $  41,056
                           =========          =========           =========

NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS:

SERIES 7
   As of March 31, 1999, the Partnership had acquired a 99% interest in the
profits,  losses  and  tax  credits as a  limited  partner  in  39  Project
Partnerships which own and operate government assisted multi-family housing
complexes.
   Cash  flows  from operations are allocated according to each Partnership
agreement.  Upon dissolution proceeds will be distributed according to each
Partnership agreement.

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

                                             MARCH 31, 1999 MARCH 31, 1998
                                             -------------- --------------
Capital Contributions to Project Partner-
ships and purchase price paid for limited
partner interests in Project Partnerships       $ 7,732,089     $ 7,732,089

Cumulative equity in losses of Project
Partnerships (1)                                 (5,501,647)     (4,782,926)

Cumulative distributions received from
Project Partnerships                               (131,691)       (101,264)
                                                -----------    ------------
Investment in Project Partnerships before
Adjustment                                        2,098,751       2,847,899

Excess of investment cost over the
underlying assets acquired:
 Acquisition fees and expenses                      793,335         793,335
 Accumulated amortization of acquisition
fees and expenses                                  (142,581)       (123,382)
                                               ------------    ------------

Investments in Project Partnerships             $ 2,749,505     $ 3,517,852
                                               ============    ============

(1)  In  accordance with the Partnership's accounting policy to  not  carry
Investments in Project Partnerships below zero, cumulative suspended losses
of  $253,692  for  the  year ended March 31, 1999 and cumulative  suspended
losses of $82,376 for the year ended March 31, 1998 are not included.



NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

SERIES 8

   As of March 31, 1999, the Partnership had acquired a 99% interest in the
profits,  losses  and  tax  credits as a  limited  partner  in  43  Project
Partnerships which own and operate government assisted multi-family housing
complexes.
   Cash  flows  from operations are allocated according to each Partnership
agreement.  Upon dissolution proceeds will be distributed according to each
Partnership agreement.

  The following is a summary of Investments in Project Partnerships as of:
                                             MARCH 31, 1999 MARCH 31, 1998
                                             -------------- --------------
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)                                 (5,332,195)     (4,372,089)

Cumulative distributions received from
Project Partnerships                               (104,205)        (84,722)
                                                -----------     -----------
Investment in Project Partnerships before
Adjustment                                        2,149,705       3,129,294

Excess of investment cost over the
underlying assets acquired:
 Acquisition fees and expenses                      549,773         549,773
 Accumulated amortization of acquisition
fees and expenses                                   (86,904)        (70,838)
                                                -----------     -----------

Investments in Project Partnerships              $2,612,574      $3,608,229
                                                ===========     ===========

(1)  In  accordance with the Partnership's accounting policy to  not  carry
Investments in Project Partnerships below zero, cumulative suspended losses
of  $248,712  for  the  year ended March 31, 1999 and cumulative  suspended
losses of $79,383 for the year ended March 31, 1998 are not included.


NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

SERIES 9
   As of March 31, 1999, the Partnership had acquired a 99% interest in the
profits,  losses  and  tax  credits as a  limited  partner  in  24  Project
Partnerships which own and operate government assisted multi-family housing
complexes.
   Cash  flows  from operations are allocated according to each Partnership
agreement.  Upon dissolution proceeds will be distributed according to each
Partnership agreement.

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

                                             MARCH 31, 1999 MARCH 31, 1998
                                             -------------- --------------
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                                     (2,229,175)     (1,711,859)

Cumulative distributions received from
Project Partnerships                                (73,439)        (54,634)
                                                -----------     -----------
Investment in Project Partnerships before
Adjustment                                        2,611,502       3,147,623

Excess of investment cost over the
underlying assets acquired:
 Acquisition fees and expenses                      244,087         244,087
 Accumulated amortization of acquisition
fees and expenses                                   (36,936)        (28,333)
                                                -----------     -----------

Investments in Project Partnerships              $2,818,653      $3,363,377
                                                ===========     ===========




NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

SERIES 10
   As of March 31, 1999, the Partnership had acquired a 99% interest in the
profits,  losses  and  tax  credits as a  limited  partner  in  15  Project
Partnerships which own and operate government assisted multi-family housing
complexes.
   Cash  flows  from operations are allocated according to each Partnership
agreement.  Upon dissolution proceeds will be distributed according to each
Partnership agreement.

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

                                             MARCH 31, 1999 MARCH 31, 1998
                                             -------------- --------------
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                                       (912,578)       (675,302)

Cumulative distributions received from
Project Partnerships                                (83,326)        (59,354)
                                                -----------     -----------
Investment in Project Partnerships before
Adjustment                                        2,918,768       3,180,016

Excess of investment cost over the
underlying assets acquired:
 Acquisition fees and expenses                      196,738         196,738
 Accumulated amortization of acquisition
fees and expenses                                   (29,014)        (24,085)
                                                -----------     -----------

Investments in Project Partnerships              $3,086,492      $3,352,669
                                                ===========     ===========




NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

SERIES 11
   As of March 31, 1999, the Partnership had acquired a 99% interest in the
profits,  losses  and  tax  credits as a  limited  partner  in  12  Project
Partnerships which own and operate government assisted multi-family housing
complexes.
   Cash  flows  from operations are allocated according to each Partnership
agreement.  Upon dissolution proceeds will be distributed according to each
Partnership agreement.
  The following is a summary of Investments in Project Partnerships as of:
                                             MARCH 31, 1999 MARCH 31, 1998
                                             -------------- --------------
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                                       (618,845)       (490,043)

Cumulative distributions received from
Project Partnerships                                (63,483)        (43,809)
                                                -----------     -----------
Investment in Project Partnerships before
Adjustment                                        3,445,714       3,594,190

Excess of investment cost over the
underlying assets acquired:
 Acquisition fees and expenses                      290,335         290,335
 Accumulated amortization of acquisition
fees and expenses                                   (34,754)        (22,794)
                                                -----------     -----------

Investments in Project Partnerships              $3,701,295      $3,861,731
                                                ===========     ===========




NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

  The following is a summary of Investments in Project Partnerships:

TOTAL SERIES 7 - 11                          MARCH 31, 1999 MARCH 31, 1998
                                             -------------- --------------
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                                    (14,594,440)    (12,032,219)

Cumulative distributions received from
Project Partnerships                               (456,144)       (343,783)
                                                -----------    ------------
Investment in Project Partnerships before
Adjustment                                       13,224,440      15,899,022

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                                  (330,189)       (269,432)
                                               ------------    ------------

Investments in Project Partnerships             $14,968,519     $17,703,858
                                               ============    ============


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,
                                       1998          1997          1996
SERIES 7                               ----          ----          ----
SUMMARIZED BALANCE SHEETS
Assets:
  Current assets                   $ 2,818,522    $ 2,587,261   $ 2,308,626
  Investment properties, net        36,566,384     37,959,499    39,455,931
  Other assets                          24,358         51,276        99,952
                                  ------------    -----------   -----------
    Total assets                   $39,409,264    $40,598,036   $41,864,509
                                  ============    ===========   ===========
Liabilities and Partners' Equity:
  Current liabilities                  889,644      1,002,429     1,170,533
  Long-term debt                    36,738,581     36,852,852    36,962,154
                                  ------------    -----------   -----------
    Total liabilities               37,628,225     37,855,281    38,132,687

Partners' equity
  Gateway                            1,804,934      2,725,255     3,715,273
  General Partners                     (23,895)        17,500        16,549
                                  ------------    -----------   -----------
    Total Partners' equity           1,781,039      2,742,755     3,731,822

    Total liabilities and
partners' equity                   $39,409,264    $40,598,036   $41,864,509
                                  ============    ===========   ===========
SUMMARIZED STATEMENTS OF
OPERATIONS
Rental and other income            $ 5,853,646    $ 5,716,581   $ 5,712,212
Expenses:
  Operating expenses                 2,634,551      2,523,961     2,414,283
  Interest expense                   2,592,462      2,580,836     2,658,919
  Depreciation and amortization      1,525,659      1,573,077     1,625,748
                                  ------------    -----------   -----------
    Total expenses                   6,752,672      6,677,874     6,698,950
                                  ------------    -----------   -----------
      Net loss                      $ (899,026)    $ (961,293)   $ (986,738)
                                  ============    ===========   ===========
Other partners' share of net loss   $   (8,990)    $   (9,613)   $   (9,867)
                                   ===========    ===========   ===========
Partnerships' share of net loss       (890,036)      (951,680)     (976,871)

Suspended losses                       171,315         41,689        40,687
                                  ------------    -----------   -----------
Equity in Losses of Project
Partnerships                        $ (718,721)    $ (909,991)   $ (936,184)
                                  ============     ==========   ===========
As  of December 31, 1998, the largest Project Partnership constituted  5.3%
and  5.4%,  and  as  of  December 31, 1997 the largest Project  Partnership
constituted  5.4%  and  5.5% of the combined total  assets  by  series  and
combined total revenues by series, respectively.

NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

   In  accordance with the Partnership's policy of presenting the financial
information of the Project Partnerships on a three month lag, below is  the
summarized financial information for the Series' Project Partnerships as of
December 31 of each year:
                                                 DECEMBER 31,
                                       1998         1997          1996
SERIES 8                               ----         ----          ----
SUMMARIZED BALANCE SHEETS
Assets:
  Current assets                    $ 2,460,610   $ 2,220,607   $ 1,906,836
  Investment properties, net         39,241,181    40,801,033    42,364,497
  Other assets                           40,175        40,006        60,527
                                   ------------  ------------  ------------
    Total assets                     41,741,966   $43,061,646   $44,331,860

Liabilities and Partners' Equity:
  Current liabilities                 1,168,937     1,179,934     1,211,075
  Long-term debt                     38,768,476    38,898,362    39,045,306
                                   ------------  ------------  ------------
    Total liabilities                39,937,413    40,078,296    40,256,381

Partners' equity
  Gateway                             1,940,983     3,069,347     4,118,975
  General Partners                     (136,430)      (85,997)      (43,496)
                                   ------------  ------------   -----------
    Total Partners' equity            1,804,553     2,983,350     4,075,479

    Total liabilities and
partners' equity                    $41,741,966   $43,061,646   $44,331,860
                                   ============  ============  ============
SUMMARIZED STATEMENTS OF
OPERATIONS
Rental and other income              $5,806,108   $ 5,753,648   $ 5,753,793
Expenses:
  Operating expenses                  2,633,059     2,445,185     2,339,160
  Interest expense                    2,707,720     2,712,456     2,799,196
  Depreciation and amortization       1,609,164     1,627,815     1,652,936
                                   ------------  ------------  ------------
    Total expenses                    6,949,943     6,785,456     6,791,292
                                   ------------  ------------   -----------
      Net loss                      $(1,143,835)  $(1,031,808)  $(1,037,499)
                                   ============  ============  ============
Other partners' share of net loss   $   (14,398)  $   (13,042)  $   (13,594)
                                   ============  ============  ============
Partnerships' share of net loss      (1,129,437)   (1,018,766)   (1,023,905)

Suspended losses                        169,331        55,311        24,072
                                   ------------  ------------  ------------
Equity in Losses of Project
Partnerships                        $  (960,106)  $  (963,455)  $  (999,833)
                                   ============  ============  ============

As  of December 31, 1998, the largest Project Partnership constituted  5.6%
and  5.8%,  and  as  of  December 31, 1997 the largest Project  Partnership
constituted  5.6%  and  5.8% of the combined total  assets  by  series  and
combined total revenues by series, respectively.

NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

   In  accordance with the Partnership's policy of presenting the financial
information of the Project Partnerships on a three month lag, below is  the
summarized financial information for the Series' Project Partnerships as of
December 31 of each year:
                                                 DECEMBER 31,
                                       1998         1997          1996
SERIES 9                               ----         ----          ----
SUMMARIZED BALANCE SHEETS
Assets:
  Current assets                     $1,596,913   $ 1,431,278   $ 1,270,678
  Investment properties, net         21,797,627    22,640,398    23,508,821
  Other assets                            2,992         8,956        12,771
                                   ------------  ------------  ------------
    Total assets                     23,397,532   $24,080,632   $24,792,270
                                   ============  ============  ============
Liabilities and Partners' Equity:
  Current liabilities                   382,099       424,314       545,719
  Long-term debt                     20,519,847    20,587,632    20,655,161
                                  -------------  ------------  ------------
    Total liabilities                20,901,946    21,011,946    21,200,880

Partners' equity
  Gateway                             2,601,324     3,136,984     3,617,355
  General Partners                     (105,738)      (68,298)      (25,965)
                                  -------------  ------------  ------------
    Total Partners' equity            2,495,586     3,068,686     3,591,390

    Total liabilities and            23,397,532   $24,080,632   $24,792,270
partners' equity                   ============  ============  ============

SUMMARIZED STATEMENTS OF
OPERATIONS
Rental and other income             $ 3,021,660   $ 2,994,649   $ 3,012,188
Expenses:
  Operating expenses                  1,307,962     1,203,597     1,170,767
  Interest expense                    1,348,605     1,353,615     1,439,681
  Depreciation and amortization         887,635       901,709       913,666
                                   ------------  ------------  ------------
    Total expenses                    3,544,202     3,458,921     3,524,114
                                   ------------  ------------  ------------
      Net loss                      $  (522,542)  $  (464,272)  $  (511,926)
                                   ============  ============  ============
Other partners' share of net loss   $    (5,226)  $    (4,643)  $    (5,119)
                                   ============  ============  ============
Partnerships' share of net loss        (517,316)     (459,629)     (506,807)

Suspended losses                              0             0             0
                                   ------------  ------------  ------------
Equity in Losses of Project
Partnerships                        $  (517,316)  $  (459,629)  $  (506,807)
                                   ============  ============  ============

As  of December 31, 1998, the largest Project Partnership constituted  7.2%
and  6.8%,  and  as  of  December 31, 1997 the largest Project  Partnership
constituted  7.2%  and  6.9% of the combined total  assets  by  series  and
combined total revenues by series, respectively.

NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

   In  accordance with the Partnership's policy of presenting the financial
information of the Project Partnerships on a three month lag, below is  the
summarized financial information for the Series' Project Partnerships as of
December 31 of each year:
                                                 DECEMBER 31,
                                       1998         1997          1996
SERIES 10                              ----         ----          ----
SUMMARIZED BALANCE SHEETS
Assets:
  Current assets                    $ 1,270,741   $ 1,165,222   $ 1,003,956
  Investment properties, net         15,240,067    15,705,282    16,200,866
  Other assets                            8,016        14,855        21,293
                                   ------------  ------------  ------------
    Total assets                     16,518,824   $16,885,359   $17,226,115
                                   ============  ============  ============
Liabilities and Partners' Equity:
  Current liabilities                   275,876       288,837       293,331
  Long-term debt                     13,433,274    13,487,607    13,542,629
                                   ------------  ------------  ------------
    Total liabilities                13,709,150    13,776,444    13,835,960

Partners' equity
  Gateway                             2,928,985     3,186,296     3,401,814
  General Partners                     (119,311)      (77,381)      (11,659)
                                   ------------  ------------  ------------
    Total Partners' equity            2,809,674     3,108,915     3,390,155

    Total liabilities and
partners' equity                    $16,518,824   $16,885,359   $17,226,115
                                   ============  ============  ============
SUMMARIZED STATEMENTS OF
OPERATIONS
Rental and other income             $ 1,942,492   $ 1,888,003   $ 1,897,728
Expenses:
  Operating expenses                    880,214       798,454       794,120
  Interest expense                      791,764       771,088       774,429
  Depreciation and amortization         511,296       511,020       516,816
                                   ------------  ------------  ------------
    Total expenses                    2,183,274     2,080,562     2,085,365
                                   ------------  ------------  ------------
      Net loss                      $  (240,782)  $  (192,559)  $  (187,637)
                                   ============  ============  ============
Other partners' share of net loss   $    (3,506)  $     2,624   $     2,554
                                   ============  ============  ============
Partnerships' share of net loss        (237,276)     (195,183)     (190,191)

Suspended losses                              0             0             0
                                  -------------  ------------  ------------
Equity in Losses of Project
Partnerships                        $  (237,276)  $  (195,183)  $  (190,191)
                                  =============  ============  ============

As  of December 31, 1998, the largest Project Partnership constituted 10.7%
and  11.7%,  and  as  of December 31, 1997 the largest Project  Partnership
constituted  10.6%  and 12.1% of the combined total assets  by  series  and
combined total revenues by series, respectively.

NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

   In  accordance with the Partnership's policy of presenting the financial
information of the Project Partnerships on a three month lag, below is  the
summarized financial information for the Series' Project Partnerships as of
December 31 of each year:
                                                DECEMBER 31,
                                      1998          1997          1996
SERIES 11                             ----          ----          ----
SUMMARIZED BALANCE SHEETS
Assets:
  Current assets                   $  1,039,049   $   875,564   $   990,736
  Investment properties, net         13,528,369    13,991,257    14,480,026
  Other assets                           19,462        24,358        29,127
                                   ------------  ------------  ------------
    Total assets                    $14,586,880   $14,891,179   $15,499,889
                                   ============  ============  ============
Liabilities and Partners' Equity:
  Current liabilities                   347,126       390,123       631,225
  Long-term debt                     10,743,507    10,825,000    10,925,232
                                   ------------  ------------  ------------
    Total liabilities                11,090,633    11,215,123    11,556,457

Partners' equity
  Limited Partner                     3,454,866     3,603,675     3,805,385
  General Partners                       41,381        72,381       138,047
                                   ------------  ------------  ------------
    Total Partners' equity            3,496,247     3,676,056     3,943,432

    Total liabilities and
partners' equity                    $14,586,880   $14,891,179   $15,499,889
                                   ============  ============  ============
SUMMARIZED STATEMENTS OF
OPERATIONS
Rental and other income             $ 1,730,200   $ 1,668,431   $ 1,670,724
Expenses:
  Operating expenses                    852,221       785,590       750,237
  Interest expense                      510,366       556,791       583,416
  Depreciation and amortization         510,062       506,631       537,223
                                   ------------  ------------  ------------
    Total expenses                    1,872,649     1,849,012     1,870,876
                                   ------------  ------------  ------------
      Net loss                      $  (142,449)  $  (180,581)  $  (200,152)
                                   ============  ============  ============
Other partners' share of net loss   $   (13,647)  $   (17,217)  $   (17,667)
                                   ============  ============  ============
Partnerships' share of net loss        (128,802)     (163,364)     (182,485)

Suspended losses                              0             0             0
                                   ------------  ------------  ------------
Equity in Losses of Project
Partnerships                        $  (128,802)  $  (163,364)  $  (182,485)
                                   ============  ============  ============

As  of December 31, 1998, the largest Project Partnership constituted 20.9%
and  19.3%,  and  as  of December 31, 1997 the largest Project  Partnership
constituted  21.2%  and 19.9% of the combined total assets  by  series  and
combined total revenues by series, respectively.

NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

   In  accordance with the Partnership's policy of presenting the financial
information of the Project Partnerships on a three month lag, below is  the
summarized financial information for the Series' Project Partnerships as of
December 31 of each year:
                                                DECEMBER 31,
                                      1998          1997          1996
TOTAL SERIES 7 - 11                   ----          ----          ----
SUMMARIZED BALANCE SHEETS
Assets:
  Current assets                  $  9,185,835  $  8,279,932   $  7,480,832
  Investment properties, net       126,373,628   131,097,469    136,010,141
  Other assets                          95,003       139,451        223,670
                                 ------------- -------------   ------------
    Total assets                  $135,654,466  $139,516,852   $143,714,643
                                 ============= =============   ============
Liabilities and Partners' Equity:
  Current liabilities                3,063,682     3,285,637      3,851,883
  Long-term debt                   120,203,685   120,651,453    121,130,482
                                 ------------- -------------   ------------
    Total liabilities              123,267,367   123,937,090    124,982,365

Partners' equity
  Limited Partner                   12,731,092    15,721,557     18,658,802
  General Partners                    (343,993)     (141,795)        73,476
                                 ------------- -------------   ------------
    Total Partners' equity          12,387,099    15,579,762     18,732,278

    Total liabilities and
    partners' equity              $135,654,466  $139,516,852   $143,714,643
                                 ============= =============   ============

SUMMARIZED STATEMENTS OF
OPERATIONS
Rental and other income            $18,354,106   $18,021,312    $18,046,645
Expenses:
  Operating expenses                 8,308,007     7,756,787      7,468,567
  Interest expense                   7,950,917     7,974,786      8,255,641
  Depreciation and amortization      5,043,816     5,120,252      5,246,389
                                  ------------  ------------   ------------
    Total expenses                  21,302,740    20,851,825     20,970,597
                                  ------------  ------------   ------------
      Net loss                     $(2,948,634)  $(2,830,513)   $(2,923,952)
                                  ============  ============   ============
Other partners' share
of net loss                        $   (45,767)  $   (41,891)   $   (43,693)
                                   ============  ============   ============
Partnerships' share of net loss     (2,902,867)   (2,788,622)    (2,880,259)

Suspended losses                       340,646        97,000         64,759
                                  ------------  ------------   ------------
Equity in Losses of Project
Partnerships                       $(2,562,221)  $(2,691,622)   $(2,815,500)
                                  ============  ============   ============



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                               $1,804,934                $2,098,751
Series 8                                1,940,983                 2,149,705
Series 9                                2,601,324                 2,611,502
Series 10                               2,928,985                 2,918,768
Series 11                               3,454,866                 3,445,714


NOTE 6 - TAXABLE INCOME (LOSS):

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

                                   1999           1998            1997
SERIES 7                           ----           ----            ----
Net Loss per Financial
Statements                        $(812,428)   $(1,010,863)    $(1,026,918)

Equity in Losses of Project
Partnerships for tax purposes
less than (in excess of)
losses for financial
statement purposes                 (332,734)      (176,026)       (125,211)

Adjustments to convert March
31, fiscal year end to
December 31, taxable year end       (10,732)        (3,563)          1,130

Items Expensed for Financial
Statement purposes not
expensed for Tax purposes:
  Asset Management Fee               49,249         46,034          43,668
  Amortization Expense               22,001         21,542          22,062
                                ------------   ------------    ------------

Partnership loss for tax
purposes as of December 31      $(1,084,644)   $(1,122,876)    $(1,085,269)
                                ============   ============    ============

                               December 31,   December 31,    December 31,
                                   1998           1997            1996
                               ------------   ------------    -----------
Federal Low Income Housing
Tax Credits                     $ 1,695,195    $ 1,695,190     $ 1,685,951
                                 ===========    ===========     ===========

NOTE 6 - TAXABLE INCOME (LOSS):

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

                                   1999           1998            1997
SERIES 8                           ----           ----            ----
Net Loss per Financial
Statements                      $(1,055,240)   $(1,060,938)    $(1,089,189)

Equity in Losses of Project
Partnerships for tax purposes
less than (in excess of)
losses for financial
statement purposes                 (277,444)      (213,027)       (292,642)

Adjustments to convert March
31, fiscal year end to
December 31, taxable year end        (3,618)        (3,764)          1,190

Items Expensed for Financial
Statement purposes not
expensed for Tax purposes:
  Asset Management Fee               51,209         53,647          61,961
  Amortization Expense               15,237         14,560          14,551
                                ------------   ------------    ------------

Partnership loss for tax
purposes as of December 31      $(1,269,856)   $(1,209,522)    $(1,304,129)
                                ============   ============    ============

                               December 31,   December 31,    December 31,
                                   1998           1997            1996
                               ------------   ------------    -----------
Federal Low Income Housing
Tax Credits                     $ 1,620,511    $ 1,620,511     $ 1,605,034
                                 ===========    ===========     ===========

NOTE 6 - TAXABLE INCOME (LOSS):

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

                                   1999           1998            1997
SERIES 9                           ----           ----            ----
Net Loss per Financial
Statements                      $  (570,231)   $  (512,506)    $  (557,202)

Equity in Losses of Project
Partnerships for tax purposes
less than (in excess of)
losses for financial
statement purposes                  (79,111)      (104,407)       (126,579)

Adjustments to convert March
31, fiscal year end to
December 31, taxable year end           443         (2,981)             33

Items Expensed for Financial
Statement purposes not
expensed for Tax purposes:
  Asset Management Fee               32,811         33,759          40,872
  Amortization Expense                5,962          7,117           7,619
                                ------------   ------------    ------------

Partnership loss for tax
purposes as of December 31      $  (610,126)   $  (579,018)    $  (635,257)
                                ============   ============    ============

                               December 31,   December 31,    December 31,
                                   1998           1997            1996
                               ------------   ------------    -----------
Federal Low Income Housing
Tax Credits                     $   968,960    $   968,961     $   968,279
                                 ===========    ===========     ===========

NOTE 6 - TAXABLE INCOME (LOSS):

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

                                   1999           1998            1997
SERIES 10                          ----           ----            ----
Net Loss per Financial
Statements                      $  (264,781)   $  (224,779)    $  (214,923)

Equity in Losses of Project
Partnerships for tax purposes
less than (in excess of)
losses for financial
statement purposes                 (145,546)      (158,805)       (168,640)

Adjustments to convert March
31, fiscal year end to
December 31, taxable year end        (4,081)          (266)            843

Items Expensed for Financial
Statement purposes not
expensed for Tax purposes:
  Asset Management Fee                8,865          8,101          19,295
  Amortization Expense                5,657          5,806           5,947
                                ------------   ------------    ------------

Partnership loss for tax
purposes as of December 31      $  (399,886)   $  (369,943)    $  (357,478)
                                ============   ============    ============

                               December 31,   December 31,    December 31,
                                   1998           1997            1996
                               ------------   ------------    -----------
Federal Low Income Housing
Tax Credits                     $   762,218    $   762,183     $   762,241
                                 ===========    ===========     ===========

NOTE 6 - TAXABLE INCOME (LOSS):

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

                                   1999           1998            1997
SERIES 11                          ----           ----            ----
Net Loss per Financial
Statements                      $  (152,545)   $  (183,183)    $  (196,029)

Equity in Losses of Project
Partnerships for tax purposes
less than (in excess of)
losses for financial
statement purposes                  (71,284)       (85,093)        (60,284)

Adjustments to convert March
31, fiscal year end to
December 31, taxable year end         2,628         (2,137)         (1,509)

Items Expensed for Financial
Statement purposes not
expensed for Tax purposes:
  Asset Management Fee                4,892          9,851           7,548
  Amortization Expense                7,322          7,391           9,300
                                ------------   ------------    ------------

Partnership loss for tax
purposes as of December 31      $  (208,987)   $  (253,171)    $  (240,974)
                                ============   ============    ============

                               December 31,   December 31,    December 31,
                                   1998           1997            1996
                               ------------   ------------    -----------
Federal Low Income Housing
Tax Credits                     $   754,677    $   756,995     $   724,590
                                 ===========    ===========     ===========

NOTE 6 - TAXABLE INCOME (LOSS):

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

                                   1999           1998            1997
TOTAL SERIES 7 -11                 ----           ----            ----
Net Loss per Financial
Statements                      $(2,855,225)   $(2,992,269)    $(3,084,261)

Equity in Losses of Project
Partnerships for tax purposes
less than (in excess of)
losses for financial
statement purposes                 (906,119)      (737,358)       (773,356)

Adjustments to convert March
31, fiscal year end to
December 31, taxable year end       (15,360)       (12,711)          1,687

Items Expensed for Financial
Statement purposes not
expensed for Tax purposes:
  Asset Management Fee              147,026        151,392         173,344
  Amortization Expense               56,179         56,416          59,479
                                ------------   ------------    ------------

Partnership loss for tax
purposes as of December 31      $(3,573,499)   $(3,534,530)    $(3,623,107)
                                ============   ============    ============

The  difference  in  the  total  value of the Partnership's  Investment  in
Project  Partnerships  is approximately $1,035,000  higher  for  Series  7,
$1,058,000  higher  for Series 8, $499,000 higher for  Series  9,  $658,000
higher  for  Series  10  and $202,000 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.

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

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

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

We  have  audited the accompanying balance sheet of Maple Street Apartments
(A Limited Partnership), as of December 31, 1998 and the related statements
of  operations,  partners' equity and cash flows for the year  then  ended.
These  financial  statements are the responsibility  of  the  Partnership's
management.  Our responsibility is to express an opinion on these financial
statements  based on our audit.  The financial statements of  Maple  Street
Apartments for the year ended December 31, 1997 were audited by  Vincent  &
Voss,  CPAs  whose report dated January 26, 1998 expressed  an  unqualified
opinion  on  those statements.  Vincent & Voss, CPAs was merged into  Hill,
Barth & King, Inc. on January 1, 1999.

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

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

In  accordance with Government Auditing Standards, we have also issued  our
report  dated  January  22,  1999  on our  consideration  of  Maple  Street
Apartments internal control over financial reporting and our tests  of  its
compliance  with  certain  provisions of laws, regulations,  contracts  and
grants.

/s/ Hill, Barth & King, Inc.
Certified Public Accountants

January 22, 1999

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

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

We  have  audited the accompanying balance sheets of CREEKSTONE APARTMENTS,
L.P.  (a  limited partnership), as of December 31, 1998 and 1997,  and  the
related  statements of operations, changes in partners'  equity,  and  cash
flows  for  the  years  then  ended.  These financial  statements  are  the
responsibility of the Partnership's management.  Our responsibility  is  to
express an opinion on these financial statements based on our audits.

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

In  our opinion, the financial statements referred to above present fairly,
in  all material respects, the financial position of CREEKSTONE APARTMENTS,
L.P.,  as  of December 31, 1998 and 1997, and the results of its operations
and  its  cash flows for the years then ended in conformity with  generally
accepted accounting principles.


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

January 22, 1999

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, 1998 and 1997, and the
related  statements of income, changes in partners' equity, and cash  flows
for   the   years   then  ended.   These  financial  statements   are   the
responsibility of the Partnership's management.  Our responsibility  is  to
express an opinion on these financial statements based on our audits.

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

In  our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Gila Bend Housing, Ltd.
(an  Arizona Limited Partnership) as of December 31, 1998 and 1997, 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 16, 1999,  on our consideration of the Partnership's
internal controls and a report dated  February 16, 1999,  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, 16, 1999

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

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

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

We  have  audited  the  accompanying balance sheet  of  MANCHESTER  ELDERLY
HOUSING,  L.P.  (a  limited  partnership), Project  No.  58-1965616  as  of
December  31,  1998,  and  the related statements  of  income,  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 audit.  The financial statements  of  MANCHESTER
ELDERLY  HOUSING,  L.P., as of December 31, 1997,  were  audited  by  other
auditors  whose  report  dated January 21, 1998  expressed  an  unqualified
opinion on those statements.

We  conducted  our  audit  in accordance with generally  accepted  auditing
standards, Government Auditing Standards, issued by the Comptroller General
of  the United States, and the U.S. Department of Agriculture, Farmers Home
Administration's Audit Program.  Those standards require that we  plan  and
perform  the  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  accordance  with Government Auditing Standards, we have also  issued  a
report  dated  February 8, 1999 on our consideration of MANCHESTER  ELDERLY
HOUSING, L.P.'s (a limited partnership) internal control and a report dated
February 8, 1999 on its compliance with laws and regulations.

In  our opinion, the financial statements referred to above present fairly,
in  all  material  respects, the financial position of  MANCHESTER  ELDERLY
HOUSING,  L.P.  (a limited partnership) as of December 31,  1998,  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.
Certified Public Accountants
Atlanta, Georgia

February 8, 1999

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

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

We  have  audited the accompanying balance sheets of Meadow Run Apartments,
L.P. (a limited partnership), Federal ID #: 58-1994614, as of December  31,
1998 and 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  audits in accordance with generally  accepted  auditing
standards  and  Government  Auditing Standards issued  by  the  Comptroller
General  of  the United States.  Those standards require that we  plan  and
perform  the  audit  to  obtain  reasonable  assurance  about  whether  the
financial statements are free of material misstatement.  An audit  includes
examining, on a test basis, evidence supporting the amounts and disclosures
in  the  financial  statements.   An  audit  also  includes  assessing  the
accounting principles used and significant estimates made by management, as
well  as  evaluating  the  overall financial  statement  presentation.   We
believe that our audits provide a reasonable basis for our opinion.

In  our opinion, the financial statements referred to above present fairly,
in  all material respects, the financial position of Meadow Run Apartments,
L.P.  as  of  December 31, 1998 and 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  January  15,  1999,  on our  consideration  of  Meadow  Run
Apartments, L.P.'s internal control structure and its compliance with  laws
and regulations.

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

January 15, 1999


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

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

We  have  audited the accompanying balance sheets of Lakeland  II  L.P.  (a
limited partnership), Federal ID # 58-1965624, as of December 31, 1998  and
1997, and the related statements of income, partners' equity (deficit)  and
cash  flows for the years then ended.  These financial statements  are  the
responsibility  of the Partnership's management. Our responsibility  is  to
express an opinion on these financial statements based on our audits.

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

In  our opinion, the financial statements referred to above present fairly,
in  all material respects, the financial position of Lakeland II L.P. as of
December 31, 1998 and 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 January 15, 1999 on our consideration of Lakeland II,  L.P.'s
internal control structure and its compliance with laws and regulations.


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

January 15, 1999

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

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

We  have  audited  the accompanying balance sheets of  Blue  Ridge  Elderly
Housing,  L.P.  (a limited partnership), Federal ID No.: 58-1936981  as  of
December 31, 1998 and 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  audits in accordance with generally  accepted  auditing
standards  and  Government  Auditing Standards issued  by  the  Comptroller
General  of  the United States.  Those standards require that we  plan  and
perform  the  audit  to  obtain  reasonable  assurance  about  whether  the
financial statements are free of material misstatement.  An audit  includes
examining, on a test basis, evidence supporting the amounts and disclosures
in  the  financial  statements.   An  audit  also  includes  assessing  the
accounting principles used and significant estimates made by management, as
well  as  evaluating  the  overall financial  statement  presentation.   We
believe that our audits provide a reasonable basis for our opinion.

In  our opinion, the financial statements referred to above present fairly,
in  all  material  respects, the financial position of Blue  Ridge  Elderly
Housing,  L.P.  as of December 31, 1998 and 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  a
report  dated  January 15, 1999 on our consideration of Blue Ridge  Elderly
Housing,  L.P.'s internal control structure and a report dated January  15,
1999 on its compliance with laws and regulations.


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

January 15, 1999


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

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

We  have  audited the accompanying balance sheets of Arbor Trace Apartments
Phase  II,  L.P. (a limited partnership), Federal ID No. 58-2032771  as  of
December 31, 1998 and 1997, and the related statements of income, partners'
equity  (deficit), and cash flows for the years then ended. These financial
statements  are  the responsibility of the Partnership's  management.   Our
responsibility is to express an opinion on these financial statements based
on our audits.

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

In  our opinion, the financial statements referred to above present fairly,
in  all material respects, the financial position of Arbor Trace Apartments
Phase  II,  L.P. as of December 31, 1998 and 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  a
report  dated  January  15,  1999  on  our  consideration  of  Arbor  Trace
Apartments  Phase II, L.P.'s internal control structure and a report  dated
January 15, 1999 on its compliance with laws and regulations.


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

January 15, 1999

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

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

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

We  have  audited  the accompanying balance sheet of OMEGA RENTAL  HOUSING,
L.P.,  RHS  Project No. 11-037-582031602, as of December 31, 1998  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 audit.   The
financial statements of OMEGA RENTAL HOUSING, L.P. as of December 31,  1997
were  audited  by  other  auditors whose  report  dated  January  22,  1998
expressed an unqualified opinion on those statements.

We  conducted  our  audit  in accordance with generally  accepted  auditing
standards  and  Government Auditing Standards, issued  by  the  Comptroller
General  of  the United States.  Those standards require that we  plan  and
perform  the  audit  to  obtain  reasonable  assurance  about  whether  the
financial statements are free of material misstatement.  An audit  includes
examining, on a test basis, evidence supporting the amounts and disclosures
in  the  financial  statements.   An  audit  also  includes  assessing  the
accounting principles used and significant estimates made by management, as
well  as  evaluating  the  overall financial  statement  presentation.   We
believe that our 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 OMEGA RENTAL HOUSING,
L.P.  as  of December 31, 1998, and the results of its operations and  cash
flows  for  the  year  then  ended, in conformity with  generally  accepted
accounting principles.

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

In  accordance  with  Government Auditing Standards, we  have  also  issued
reports  dated  January  12,  1999 on our  consideration  of  OMEGA  RENTAL
HOUSING,  L.P.'s  internal  control and on its  compliance  with  laws  and
regulations applicable to the financial statements.

/s/ Habif, Arogeti & Wynee, P.C.
Certified Public Accountants
Atlanta, Georgia
January 12, 1999

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

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

We  have audited the accompanying balance 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

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

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

We  have audited the accompanying balance sheet of MAGNOLIA PLACE, L.P.  (a
limited partnership) as of December 31, 1998, 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 audit.

We  conducted  our  audit  in accordance with generally  accepted  auditing
standards.  Those standards require that we plan and perform the  audit  to
obtain reasonable assurance about whether the financial statements are free
of  material  misstatement.  An audit includes examining, on a test  basis,
evidence   supporting  the  amounts  and  disclosures  in   the   financial
statements.   An  audit  also includes assessing the accounting  principles
used  and  significant estimates made by management, as well as  evaluating
the  overall financial 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 MAGNOLIA PLACE,  L.P.,
as  of  December 31, 1998, 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.
Certified Public Accountants
Atlanta, Georgia

January 12, 1999

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

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

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

We have audited the accompanying balance sheets of ANTLERS PROPERTIES I,  A
LIMITED PARTNERSHIP, D/B/A WOODBINE APARTMENTS as of December 31, 1998  and
1997, and the related statements of operations, changes in partners' equity
(deficit)  and  cash  flows  for the years  then  ended.   These  financial
statements  are  the responsibility of the Partnership's  management.   Our
responsibility is to express an opinion on these financial statements based
on our audits.

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

In  our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of ANTLERS PROPERTIES I, A
LIMITED PARTNERSHIP, D/B/A WOODBINE APARTMENTS as of December 31, 1998  and
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  a
report  dated  February 18, 1999, on our consideration of the Partnership's
internal  control over financial reporting and our tests of its  compliance
with certain provisions of laws, regulations, contracts and grants.


/s/ Baird, Kurtz & Dobson, CPA
Certified Public Accountants

February 18, 1999

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

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

We have audited the accompanying balance sheets of MEADOWVIEW PROPERTIES, A
LIMITED  PARTNERSHIP, D/B/A MEADOWVIEW APARTMENTS as of December  31,  1998
and  1997,  and the related statements of operations, changes in  partners'
equity and cash flows for the years then ended.  These financial statements
are the responsibility of the Partnership's management.  Our responsibility
is to express an opinion on these financial statements based on our audits.

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

In  our opinion, the financial statements referred to above present fairly,
in  all material respects, the financial position of MEADOWVIEW PROPERTIES,
A  LIMITED PARTNERSHIP, D/B/A MEADOWVIEW APARTMENTS as of December 31, 1998
and  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  our
report  dated  February 8, 1999, on our consideration of the  Partnership's
internal  control over financial reporting and our tests of its  compliance
with certain provisions of laws, regulations, contracts and grants.


/s/ Baird, Kurtz & Dobson, CPA
Certified Public Accountants

February 8, 1999

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

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
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, 1998 and  1997,  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  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, 1998 and 1997, and the  results  of
its  operations and its cash flows for the years then ended  in  conformity
with generally accepted accounting principles.

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

In  accordance with Government Auditing Standards, we have also issued  our
report  dated February 2, 1999 on our consideration of Sunrise I Apartments
Limited  Partnership's internal control over financial  reporting  and  our
tests  of  its  compliance with certain provisions  of  laws,  regulations,
contracts and grants.

/s/ Eide Bailly LLP
Certified Public Accountants
Sioux Falls, South Dakota
February 2, 1999

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
351 East 4th Street
Mountain Home,  AR  72653

We   have   audited  the  accompanying  financial  statements  of   Pioneer
Apartments, An Arkansas Limited Partnership D/B/A Pioneer Apartments as  of
December 31, 1998 and 1997, and for the years then ended, as listed in  the
table  of  contents.  These financial statements are the responsibility  of
the  partnership's management.  Our responsibility is to express an opinion
on these financial statements based on our audit.

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

In  our opinion, the financial statements referred to above present fairly,
in  all material respects, the financial position of Pioneer Apartments, An
Arkansas  Limited Partnership D/B/A Pioneer Apartments as of  December  31,
1998 and 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  a
report  dated February 10, 1999 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 10, 1999

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
351 East 4th Street
Mountain Home,  AR  72653

We   have   audited  the  accompanying  financial  statements  of  Cardinal
Apartments, An Arkansas Limited Partnership D/B/A Cardinal Apartments as of
December 31, 1998 and 1997, and for the years then ended, as listed in  the
table  of  contents.  These financial statements are the responsibility  of
the  partnership's management.  Our responsibility is to express an opinion
on these financial statements based on our audit.

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

In  our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Cardinal Apartments, An
Arkansas Limited Partnership, D/B/A Cardinal Apartments as of December  31,
1998 and 1997, and the results of its operations and its cash flows for the
years   then   ended  in  conformity  with  generally  accepted  accounting
principles.


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

February 5, 1999

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


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

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

We  have  audited  the  balance  sheets  of  Peachtree  Associates  Limited
Partnership (a South Carolina limited partnership) as of December 31, 1998,
and  the related statements of operations, partners' equity, and cash flows
for  the year then ended. These financial statements are the responsibility
of  the  Partnership's management.  Our responsibility  is  to  express  an
opinion  on  these financial statements based on our audit.  The  financial
statements  of Peachtree Associates Limited Partnership as of December  31,
1997,  were audited by other auditors whose report dated February 6,  1998,
expressed an unqualified opinion on those statements.

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

In  accordance with Government Auditing Standards, we have also issued  our
report  dated  February 5, 1999, on our consideration of the  Partnership's
internal  control over financial reporting and our tests of its  compliance
with certain provisions of laws, regulations, contracts and grants.

Our  audit  was made for the purpose of forming an opinion on the financial
statements  taken as a whole. The supplementary information listed  in  the
table  of contents is presented for purposes of additional analysis and  is
not  a  required part of the basic financial statements of the Partnership.
Such  information has been subjected to the auditing procedures applied  in
the  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/ Bernard Robinson & Company, L.L.P.
Certified Public Accountants

Greensboro, North Carolina
February 5, 1999

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, 1998 and  1997,  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 audits to obtain reasonable assurance about  whether
the  financial  statements  are free of material  misstatement.   An  audit
includes  examining, on a test basis, evidence supporting the  amounts  and
disclosures in the financial statements.  An audit also includes  assessing
the   accounting  principles  used  and  significant  estimates   made   by
management,   as  well  as  evaluating  the  overall  financial   statement
presentation.  I believe that my audits provide a reasonable basis  for  my
opinion.

In  my  opinion, the financial statements referred to above present fairly,
in  all  material respects, the financial position of Mountain  City  Manor
Limited  Partnership as of December 31, 1998 and 1997, and the  results  of
its  operations, changes in partners' equity, and its cash  flows  for  the
years   then   ended  in  conformity  with  generally  accepted  accounting
principles.

My  audits  were made for the purpose of forming an opinion  on  the  basic
financial  statements  taken  as a whole. The supplemental  information  on
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  March  10, 1999 on my consideration of Mountain  City  Manor
Limited Partnership's internal control and a report dated March 10, 1999 on
its  compliance  with  laws  and regulations applicable  to  the  financial
statements.


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

March 10, 1999

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

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

In  my  opinion, the financial statements referred to above present fairly,
in  all  material  respects,  the financial position  of  Tazewell  Village
Limited  Partnership as of December 31, 1998 and 1997, and the  results  of
its  operations, changes in partners' equity, and its cash  flows  for  the
years   then   ended  in  conformity  with  generally  accepted  accounting
principles.

My  audits  were made for the purpose of forming an opinion  on  the  basic
financial  statements  taken  as a whole. The Supplemental  information  on
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 March 10, 1999 on my consideration of Tazewell Village Limited
Partnership's  internal control and a report dated March 10,  1999  on  its
compliance   with  laws  and  regulations  applicable  to   the   financial
statements.


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

Bristol, Virginia
March 10, 1999

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

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

To the Partners
Jamestown Village Limited Partnership

I have audited the accompanying balance sheets of Jamestown Village Limited
Partnership as of December 31, 1998 and 1997, and the related statements of
operations,  partners'  equity and cash flows for  the  years  then  ended.
These  financial  statements are the responsibility  of  the  Partnership's
management.  My responsibility is to express an opinion on these  financial
statements based on my audits.

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

In  my  opinion, the financial statements referred to above present fairly,
in  all  material  respects, the financial position  of  Jamestown  Village
Limited  Partnership as of December 31, 1998 and 1997, and the  results  of
its  operations,  changes in partners' equity and its cash  flows  for  the
years   then   ended  in  conformity  with  generally  accepted  accounting
principles.

My  audits  were made for the purpose of forming an opinion  on  the  basic
financial  statements  taken  as a whole. The Supplemental  information  on
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  March  10,  1999 on my consideration  of  Jamestown  Village
Limited Partnership's internal control and a report dated March 10, 1999 on
its  compliance  with  laws  and regulations applicable  to  the  financial
statements.


/s/ Thomas C. Cunningham, CPA PC
Certified Public Accountants
Bristol, Virginia
March 10, 1999

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

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

To the Partners
Clinchview Manor Limited Partnership

I  have audited the accompanying balance sheets of Clinchview Manor Limited
Partnership as of December 31, 1998 and 1997, 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 audits to obtain reasonable assurance about  whether
the  financial  statements  are free of material  misstatement.   An  audit
includes  examining, on a test basis, evidence supporting the  amounts  and
disclosures in the financial statements.  An audit also includes  assessing
the   accounting  principles  used  and  significant  estimates   made   by
management,   as  well  as  evaluating  the  overall  financial   statement
presentation.  I believe that my audits provide a reasonable basis  for  my
opinion.

In  my  opinion, the financial statements referred to above present fairly,
in  all  material  respects,  the financial position  of  Clinchview  Manor
Limited  Partnership as of December 31, 1998 and 1997, and the  results  of
its  operations, changes in partners' equity, and its cash  flows  for  the
years   then   ended  in  conformity  with  generally  accepted  accounting
principles.

My  audits  were made for the purpose of forming an opinion  on  the  basic
financial  statements  taken  as a whole. The Supplemental  information  on
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 March 10, 1999 on my consideration of Clinchview Manor Limited
Partnership's  internal control and a report dated March 10,  1999  on  its
compliance   with  laws  and  regulations  applicable  to   the   financial
statements.


/s/ Thomas C. Cunningham, CPA PC
Certified Public Accountants
Bristol, Virginia
March 10, 1999

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

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

In  my  opinion, the financial statements referred to above present fairly,
in  all  material respects, the financial position of Warsaw Manor  Limited
Partnership  as  of  December 31, 1998 and 1997, 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  March 10, 1999 on my consideration of Warsaw  Manor  Limited
Partnership's  internal control and a report dated March 10,  1999  on  its
compliance   with  laws  and  regulations  applicable  to   the   financial
statements.


/s/ Thomas C. Cunningham, CPA PC
Certified Public Accountant
Bristol, Virginia
March 10, 1999

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

                  INDEPENDENT AUDITORS' REPORT

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

We  have audited the accompanying balance sheets of Elsa Retirement,  Ltd.-
(A  Texas  Limited Partnership) as of December 31, 1998 and 1997,  and  the
related  statements of income (loss), partners' equity, and cash flows  for
the years then ended.  These financial statements are the responsibility of
the  Partnership's management. Our responsibility is to express an  opinion
on these financial statements based on our audits.

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

In  our opinion, the financial statements referred to above present fairly,
in  all material respects, the financial position of Elsa Retirement, Ltd.-
(A  Texas  Limited Partnership) as of December 31, 1998 and 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  a
report dated January 20, 1999, on our consideration of the internal control
structure  of  Elsa  Retirement, Ltd.-(A Texas  Limited  Partnership)and  a
report dated January 20, 1999, on its compliance with laws and regulations.


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

Austin, Texas
January 20, 1999

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

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

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

We  have audited the accompanying balance sheets of Dilley Retirement, Ltd.
(A  Texas  Limited Partnership) as of December 31, 1998 and 1997,  and  the
related  statements of income (loss), partners' equity, and cash flows  for
the years then ended.  These financial statements are the responsibility of
the  Partnership's management. Our responsibility is to express an  opinion
on these financial statements based on our audits.

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

In  our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Dilley Retirement, Ltd.
(A  Texas  Limited Partnership) as of December 31, 1998 and 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  a
report dated January 18, 1999, on our consideration of the internal control
structure  of Dilley Retirement, Ltd.-(A Texas Limited Partnership)  and  a
report dated January 18, 1999, on its compliance with laws and regulations.


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

Austin, Texas
January 18, 1999

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

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

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

We  have audited the accompanying balance sheets of Taylor Retirement, Ltd.
(A  Texas  Limited Partnership) as of December 31, 1998 and 1997,  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, 1998 and 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  a
report dated January 25, 1999, on our consideration of the internal control
structure  of  Taylor Retirement, Ltd.- (A Texas Limited Partnership)and  a
report dated January 25, 1999, on its compliance with laws and regulations.


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

Austin, Texas
January 25, 1999

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

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

We  have audited the accompanying balance sheets of Donna Retirement, Ltd.-
(A  Texas  Limited Partnership) as of December 31, 1998 and 1997,  and  the
related  statements of income (loss), partners' equity, and cash flows  for
the years ended December 31, 1998 and 1997.  These financial statements are
the  responsibility of the Partnership's management. Our responsibility  is
to express an opinion on these financial statements based on our audit.

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

In  our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Donna Retirement, Ltd.-
(A  Texas  Limited Partnership) as of December 31, 1998 and 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  a
report dated January 20, 1999, on our consideration of the internal control
structure  of  Donna Retirement, Ltd.- (A Texas Limited  Partnership)and  a
report dated January 20, 1999, on its compliance with laws and regulations.


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

Austin, Texas
January 20, 1999

David G. 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, 1998 and 1997 and the  related  statements  of
operations, changes in partners' equity and cash flows for the  years  then
ended.    These  financial  statements  are  the  responsibility   of   the
Partnership's management.  Our responsibility is to express an  opinion  on
these financial statements based on our audit.

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

In  our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of BROOKS LANE APARTMENTS,
L.P.,  as  of December 31, 1998 and 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  our
report  dated  February  11,  1999, 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
supplemental  information on pages 9 and 10 is presented  for  purposes  of
additional  analysis  and is not a required part  of  the  basic  financial
statements.  Such information has been subjected to the auditing procedures
applied  in  the  audits  of the basic financial  statements  and,  in  our
opinion, is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.

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

Savannah, Georgia
February 11, 1999

David G. 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, 1998 and 1997 and the  related  statements  of
operations, changes in partners' equity and cash flows for the  years  then
ended.    These  financial  statements  are  the  responsibility   of   the
Partnership's management.  Our responsibility is to express an  opinion  on
these financial statements based on our audit.

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

In  our opinion, the financial statements referred to above present fairly,
in   all  material  respects,  the  financial  position  of  BROOKS   FIELD
APARTMENTS, L.P., as of December 31, 1998 and 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  our
report  dated  February  11,  1999, 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 supplemental information on pages 9 and 10 is presented for purposes of
additional  analysis  and is not a required part  of  the  basic  financial
statements.  Such information has been subjected to the auditing procedures
applied  in  the  audits  of the basic financial  statements  and,  in  our
opinion, is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.

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

Savannah, Georgia
February 11, 1999

David G.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 Point Apartments, L.P.

We have audited the accompanying balance sheets of BROOKS POINT APARTMENTS,
L.P.,  as  of  December  31, 1998 and 1997, and the related  statements  of
operations, changes in partners' equity and cash flows for the  years  then
ended.    These  financial  statements  are  the  responsibility   of   the
Partnership's management.  Our responsibility is to express an  opinion  on
these financial statements based on our audit.

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

In  our opinion, the financial statements referred to above present fairly,
in   all  material  respects,  the  financial  position  of  BROOKS   POINT
APARTMENTS, L.P., as of December 31, 1998 and 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  our
report  dated  February  11,  1999, 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
supplemental  information on pages 9 and 10 is presented  for  purposes  of
additional  analysis  and is not a required part  of  the  basic  financial
statements.  Such information has been subjected to the auditing procedures
applied  in  the  audits  of the basic financial  statements  and,  in  our
opinion, is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.

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

Savannah, Georgia
February 11, 1999

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, 1998 and  1997,  and  the  related
statements  of  operations, partners' equity and cash flows for  the  years
then  ended.   These  financial statements are the  responsibility  of  the
Partnership's management.  Our responsibility is to express an  opinion  on
these financial statements based on our audits.

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

In  our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Mariner Cove Apartments
Limited  Partnership as of December 31, 1998 and 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  a
report  dated  March  5,  1999,   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 5, 1999

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

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

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

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

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

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

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

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

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
General Partner
South Brenchley Housing Limited Partnership
Boise, Idaho

We  have  audited the accompanying balance sheet of South Brenchley Housing
Limited Partnership as of December 31, 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
February 10, 1998

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, 1998 and 1997 and the related statements of
income,  changes  in partners' capital and cash flows for  the  years  then
ended.   These   financial  statements  are  the  responsibility   of   the
Partnership's  Management. Our responsibility is to express an  opinion  on
these financial statements based on our audits.

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

In  our opinion, the financial statements referred to above present fairly,
in  all material respects, the financial position of Homestead West Limited
Partnership,  as  of  December 31, 1998 and 1997 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  8, 1999 on our consideration  of  Homestead  West
Limited Partnership's internal control and on its compliance with laws  and
regulations.

Our  audits  were conducted for the purpose of forming an  opinion  on  the
basic   financial   statements  taken  as  a   whole.    The   accompanying
supplementary  information shown on pages 14 through 16  is  presented  for
purposes  of  additional analysis and is not a required part of  the  basic
financial   statements   of  Homestead  West  Limited   Partnership.   Such
information  has been subjected to the auditing procedures applied  in  the
audit  of  the  basic financial statements and, in our opinion,  is  fairly
stated  in  all  material  respects  in relation  to  the  basic  financial
statements taken as a whole.

/s/ Gubler and Carter, P.C.
Certified Public Accountants
Salt Lake City, Utah
February 8, 1999

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,  1998  and  1997 and the related  statements  of  operations,
changes  in  partners' equity (deficit), and cash flows for the years  then
ended.    These  financial  statements  are  the  responsibility   of   the
partnership's management.  Our responsibility is to express an  opinion  on
these financial statements based on our audits.

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

In  our opinion, the financial statements referred to above present fairly,
in   all  material  respects,  the  financial  position  of  Louisa  Senior
Apartments, Ltd. as of December 31, 1998 and 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
report  dated  February  1,  1999  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
February 1, 1999

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 sheets of Wells Hill Apartments,
Ltd., (a limited partnership) Case No. 20-086-611204241, as of December 31,
1998  and  1997  and  the  related statements  of  operations,  changes  in
partners' equity (deficit), and cash flows for the years then ended.  These
financial   statements   are  the  responsibility  of   the   partnership's
management.  Our responsibility is to express an opinion on these financial
statements based on our audits.

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

In  our opinion, the financial statements referred to above present fairly,
in  all material respects, the financial position of Wells Hill Apartments,
Ltd.  as  of  December 31, 1998 and 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  our
report  dated  February  3,  1999  on  our  consideration  of  Wells   Hill
Apartments, Ltd.'s internal control over financial reporting and our  tests
of  its  compliance with certain provisions of laws, regulations, contracts
and grants.

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

/s/ Miller, Mayer, Sullivan & Stevens LLP
Certified Public Accountants
Lexington, Kentucky
February 3, 1999

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

We have audited the accompanying balance sheets of Lincoln, Ltd. (a limited
partnership)  as of December 31, 1998 and 1997, and the related  statements
of operations, changes in partners' equity (deficit) and cash flows for the
years then ended.  These financial statements are the responsibility of the
Partnership's management.  Our responsibility is to express an  opinion  on
these financial statements based on our audits.

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

In  our opinion, the financial statements referred to above present fairly,
in  all  material respects, the financial position of Lincoln, Ltd.  as  of
December 31, 1998 and 1997, 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 of Lincoln,  Ltd.   Such
information  has been subjected to the auditing procedures applied  in  the
audits  of  the basic financial statements and, in our opinion,  is  fairly
stated  in  all  material  respects  in relation  to  the  basic  financial
statements taken as a whole.

In  accordance  with Government Auditing Standards, we have also  issued  a
report  dated  February  8, 1999 on our consideration  of  Lincoln,  Ltd.'s
internal  control  over  financial  reporting  and  on  our  tests  of  its
compliance  with  certain  provisions of laws, regulations,  contracts  and
grants.

/s/ Eide Bailly LLP
Certified Public Accountants

Sioux Falls, South Dakota
February 8, 1999

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

Huron, South Dakota

We  have  audited  the accompanying balance sheets of  Courtyard,  Ltd.  (a
limited  partnership)  as of December 31, 1998 and 1997,  and  the  related
statements  of operations, changes in partners' equity (deficit)  and  cash
flows  for  the  years  then  ended.  These financial  statements  are  the
responsibility of the Partnership's management.  Our responsibility  is  to
express an opinion on these financial statements based on our audits.

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

In  our opinion, the financial statements referred to above present fairly,
in  all material respects, the financial position of Courtyard, Ltd. as  of
December 31, 1998 and 1997, 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 14 and 15 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 29, 1999 on our consideration of  Courtyard,  Ltd.'s
internal  control over financial reporting and our tests of its  compliance
with certain provisions of laws, regulations, contracts and grants.

/s/ Eide Bailly LLP
Certified Public Accountants

Sioux Falls, South Dakota
January 29, 1999

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

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

We  have  audited the accompanying balance sheet of Leander  Housing  1990,
Ltd. (a Texas limited partnership) as of December 31, 1998 and 1997 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 audits to obtain reasonable assurance about  whether
the  financial  statements  are free of material  misstatement.   An  audit
includes  examining, on a test basis, evidence supporting the  amounts  and
disclosures in the financial statements.  An audit also includes  assessing
the   accounting  principles  used  and  significant  estimates   made   by
management,   as  well  as  evaluating  the  overall  financial   statement
presentation.   We believe that our audits provide a reasonable  basis  for
our opinion.

In  our opinion, the financial statements referred to above present fairly,
in  all material respects, the financial position of Leander Housing  1990,
Ltd.  as  of  December 31, 1998 and 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  our
report  dated  February 11, 1999, on our consideration of  Leander  Housing
1990,  Ltd.'s  internal  control  and  on  its  compliance  with  laws  and
regulations applicable to the financial statements.

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


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


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

February 11, 1999

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

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

We  have  audited  the  accompanying  balance  sheets  of  Pleasant  Valley
Apartments,  L.P.  as  of  December 31, 1998  and  1997,  and  the  related
statements  of operations, changes in partners' equity and cash  flows  for
the years then ended. These financial statements are the responsibility  of
the  Partnership's management.  Our responsibility is to express an opinion
on these financial statements based on our audits.

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

In  our opinion, the financial statements referred to above present fairly,
in  all  material  respects,  the financial  position  of  Pleasant  Valley
Apartments, L.P. as of December 31, 1998 and 1997, 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  our
report  dated  January 26, 1999, on our consideration of the  Partnership's
compliance and internal control structure over financial reporting.

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

January 26, 1999

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

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

We  have  audited the accompanying balance sheets of Brookwood  Apartments,
L.P.  as  of  December  31, 1998 and 1997, and the  related  statements  of
operations, changes in partners' equity and cash flows for the years ended.
These  financial  statements are the responsibility  of  the  Partnership's
management.  Our responsibility is to express an opinion on these financial
statements based on our audits.

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

In  our opinion, the financial statements referred to above present fairly,
in  all  material respects, the financial position of Brookwood Apartments,
L.P.  as  of December 31, 1998 and 1997, 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  our
report  dated  January 19, 1999, on our consideration of the  Partnership's
compliance and internal control over financial reporting.

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

January 19, 1999

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

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

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

We  have  audited the accompanying balance sheets of River Rest Apartments,
L.P.  as  of  December  31, 1998 and 1997, and the  related  statements  of
operations, changes in partners' equity and cash flows for the years  ended
December   31,  1998  and  1997.   These  financial  statements   are   the
responsibility of the Partnership's management.  Our responsibility  is  to
express an opinion on these financial statements based on our audits.

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

In  our opinion, the financial statements referred to above present fairly,
in  all material respects, the financial position of River Rest Apartments,
L.P.  as  of December 31, 1998 and 1997, and the results of its operations,
changes in partners' equity and its cash flows for the years ended December
31,  1998  and  1997,  in  conformity with  generally  accepted  accounting
principles.

In  accordance with Government Auditing Standards, we have also issued  our
report dated January 19, 1999, on the Partnership's compliance and internal
control over financial reporting.

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

January 19, 1999

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

We have audited the accompanying balance sheets of ROYSTON ELDERLY HOUSING,
L.P.  (a  limited partnership), as of December 31, 1998 and 1997,  and  the
related  statements of operations, changes in partners'  equity  (deficit),
and cash flows for the years then ended. These financial statements are the
responsibility  of the Partnership's management. Our responsibility  is  to
express an opinion on these financial statements based on our audits.

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

In  accordance  with Government Auditing Standards, we have also  issued  a
report  dated  February  8, 1999 on our consideration  of  ROYSTON  ELDERLY
HOUSING, L.P.'s internal control and a report dated February 8, 1999 on its
compliance with laws and regulations.

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, 1998 and 1997, 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 supplemental  information  on
page  11  is  presented for purposes of additional analysis and  is  not  a
required part of the basic financial statements. Such information has  been
subjected  to  the auditing procedures applied in the audits of  the  basic
financial statements and, in our opinion, is fairly stated in all  material
respects in relation to the basic financial statements taken as a whole.


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

February 8, 1999

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, 1998 and 1997,  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, 1998 and 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, 1999 on our consideration  of  Heritage  Park
Associates  Limited Partnership's internal control and  on  its  compliance
with laws and regulations.

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

/s/ Leavitt, Christensen & Co.
Certified Public Accountants
February 10, 1999

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

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

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

I  have  audited  the  accompanying balance sheet  of  Elderly  Housing  of
Pontotoc, L.P., (RD Case Number 28-058-640818315) as of December  31,  1998
and  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.  My responsibility  is  to
express an opinion on these financial statements based on my audits.

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

In  my  opinion, the financial statements referred to above present fairly,
in  all  material  respects, the financial position of Elderly  Housing  of
Pontotoc,  L.P.  as of December 31, 1998 and 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  financial
statements  taken  as  a  whole.  The supplemental  information,  including
separate  reports  on  compliance with laws  and  regulations  on  internal
controls, is presented for the purposes of additional analysis and is not a
required  part of the financial statements of Elderly Housing of  Pontotoc,
L.P.   Such  information  has  been subjected to  the  auditing  procedures
applied  in  the audit of the financial statements and, in my  opinion,  is
fairly  presented  in all material respects in relation  to  the  financial
statements taken as a whole.


/s/ Bob T. Robinson
Certified Public Accountant

March 4, 1999

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

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

We  have  audited the accompanying balance sheets of Lakeshore II, Ltd.,  a
limited  partnership, RHS Project No.: 01-044-631056927 as of December  31,
1998  and 1997, and the related statements of operations, partners' capital
and cash flows for the years then ended. These financial statements are the
responsibility of the partnership's management.  Our responsibility  is  to
express an opinion on these financial statements based on our audits.

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

In  our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Lakeshore II, Ltd., RHS
Project  No.:  01-044-631056927 as of December 31, 1998 and 1997,  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, 1998  and
1997,  is presented for purposes of complying with the requirements of  the
Rural  Housing  Services  and  is also not a required  part  of  the  basic
financial  statements.  Such information has been subjected  to  the  audit
procedures applied in the audit of the basic financial statements  and,  in
our  opinion is fairly stated in all material respects in relation  to  the
basic financial statements taken as a whole.

In  accordance  with Government Auditing Standards, we have also  issued  a
report dated February 18 1999 on our consideration of Lakeshore Apartments,
Ltd.'s, internal control over financial reporting and on our tests  of  its
compliance with certain provisions of laws and regulations.


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

Gadsden, Alabama
February 18, 1999

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

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

We  have  audited  the  accompanying balance sheets of Skyview  Apartments,
Ltd.,  a  limited  partnership, RHS Project  No.:  01-055-631086473  as  of
December  31,  1998  and  1997, and the related statements  of  operations,
partners'  capital and cash flows for the years then ended. These financial
statements  are  the responsibility of the partnership's  management.   Our
responsibility is to express an opinion on these financial statements based
on our audits.

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

In  our opinion, the financial statements referred to above present fairly,
in  all  material  respects, the financial position of Skyview  Apartments,
Ltd.,  RHS Project No.: 01-055-631086473 as of December 31, 1998 and  1997,
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, 1998 and
1997,  is presented for purposes of complying with the requirements of  the
Rural  Housing  Services  and  is also not a required  part  of  the  basic
financial  statements.  Such information has been subjected  to  the  audit
procedures applied in the audit of the basic financial statements  and,  in
our  opinion is fairly stated in all material respects in relation  to  the
basic financial statements taken as a whole.

In  accordance  with Government Auditing Standards, we have also  issued  a
report  dated February 23, 1999 on our consideration of Skyview Apartments,
Ltd's., internal control over financial reporting and on our tests  of  its
compliance with certain provisions of laws and regulations.


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

Gadsden, Alabama
February 23, 1999

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

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

We  have  audited the accompanying balance sheets of Meadowview Apartments,
Ltd.,  a  limited partnership, as of December 31, 1998 and  1997,  and  the
related statements of operations, partners' capital and cash flows for  the
years then ended. These financial statements are the responsibility of  the
partnership's  management. Our responsibility is to express an  opinion  on
these financial statements based on our audits.

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

In  our opinion, the financial statements referred to above present fairly,
in  all material respects, the financial position of Meadowview Apartments,
Ltd.,  as  of December 31, 1998 and 1997, 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 our opinion is fairly stated in all  material
respects in relation to the basic financial statements taken as a whole.


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

Gadsden, Alabama
February 20, 1999

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

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

To the Partners
Applegate Apartments, Ltd.
Florence, Alabama

We  have  audited the accompanying balance sheets of Applegate  Apartments,
Ltd.,  a  limited partnership, as of December 31, 1998 and  1997,  and  the
related statements of operations, partners' capital and cash flows for  the
years then ended. These financial statements are the responsibility of  the
partnership's management.  Our responsibility is to express an  opinion  on
these financial statements based on our audits.

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

In  our opinion, the financial statements referred to above present fairly,
in  all  material respects, the financial position of Applegate Apartments,
Ltd.,  as  of December 31, 1998 and 1997, 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 our opinion is fairly stated in all  material
respects in relation to the basic financial statements taken as a whole.


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

Gadsden, Alabama
February 19, 1999

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

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

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

We  have audited the accompanying balance sheets of Heatherwood Apartments,
Ltd.,  a  limited partnership, as of December 31, 1998 and  1997,  and  the
related  statement of operations, partners' capital and cash flows for  the
years then ended. These financial statements are the responsibility of  the
partnership's  management. My responsibility is to express  an  opinion  on
these financial statements based on my audits.

I  conducted  the  audits  in accordance with generally  accepted  auditing
standards.  Those standards require that I plan and perform the  audits  to
obtain reasonable assurance about whether the financial statements are free
of  material  misstatement.  An audit includes examining, on a test  basis,
evidence   supporting  the  amounts  and  disclosures  in   the   financial
statements.   An  audit  also includes assessing the accounting  principles
used  and  significant estimates made by management, as well as  evaluating
the  overall financial statement presentation.  I believe that  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, 1998 and 1997, and the results of its operations
and  its  cash flows for the years then ended in conformity with  generally
accepted accounting principles.

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

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

Gadsden, Alabama
February 23, 1999

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, 1998 and 1997,  and  the  related
statements  of operations, partners' capital and cash flows for  the  years
then  ended.   These  financial statements are the  responsibility  of  the
Partnership's management.  Our responsibility is to express an  opinion  on
these financial statements based on our audit.

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

In  our opinion, the financial statements referred to above present fairly,
in  all material respects, the financial position of Galena Seniors L.P. as
of  December 31, 1998 and 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  our
report  dated  February 24, 1999 on our consideration  of  Galena  Seniors,
L.P.'s  internal  control over financial reporting and  our  tests  of  its
compliance with certain provisions of laws and regulations.

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

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

February 24, 1999

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, 1998 and 1997,  and  the  related
statements  of operations, partners' capital and cash flows for  the  years
then  ended.   These  financial statements are the  responsibility  of  the
Partnership's management.  Our responsibility is to express an  opinion  on
these financial statements based on our audit.

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

In  our opinion, the financial statements referred to above present fairly,
in  all material respects, the financial position of Purdy Apartments, L.P.
as of December 31, 1998 and 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  our
report  dated  February 24, 1999 on our consideration of Purdy  Apartments,
L.P.'s  internal  control over financial reporting and  our  tests  of  its
compliance with certain provisions of laws and regulations.

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

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

February 24, 1999

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 64804

We  have audited the accompanying balance sheets of Aurora Seniors, L.P. (a
limited  partnership)  as of December 31, 1998 and 1997,  and  the  related
statements  of operations, partners' capital and cash flows for  the  years
then  ended.   These  financial statements are the  responsibility  of  the
Partnership's management.  Our responsibility is to express an  opinion  on
these financial statements based on our audit.

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

In  our opinion, the financial statements referred to above present fairly,
in  all material respects, the financial position of Aurora Seniors L.P. as
of  December 31, 1998 and 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  our
report  dated  February 24, 1999 on our consideration  of  Aurora  Seniors,
L.P.'s  internal  control over financial reporting and  our  tests  of  its
compliance with certain provisions of laws and regulations.

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

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

February 24, 1999

Turk & Giles, CPAs, P.C.
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 64804

We  have audited the accompanying balance sheets of Baxter Springs Seniors,
L.P.  (a  limited partnership) as of December 31, 1998 and  1997,  and  the
related statements of operations, partners' capital and cash flows for  the
years then ended.  These financial statements are the responsibility of the
Partnership's management.  Our responsibility is to express an  opinion  on
these financial statements based on our audit.

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

In  our opinion, the financial statements referred to above present fairly,
in  all material respects, the financial position of Baxter Springs Seniors
L.P.  as  of  December 31, 1998 and 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  our
report  dated  February  24, 1999 on our consideration  of  Baxter  Springs
Seniors, L.P.'s internal control over financial reporting and our tests  of
its compliance with certain provisions of laws and regulations.

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

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

February 24, 1999

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 64804

We  have  audited  the accompanying balance sheets of Marionville  Seniors,
L.P.  (a  limited partnership) as of December 31, 1998 and  1997,  and  the
related statements of operations, partners' capital and cash flows for  the
years then ended.  These financial statements are the responsibility of the
Partnership's management.  Our responsibility is to express an  opinion  on
these financial statements based on our audit.

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

In  our opinion, the financial statements referred to above present fairly,
in  all  material respects, the financial position of Marionville  Seniors,
L.P.  as  of  December 31, 1998 and 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  our
report dated February 24, 1999 on our consideration of Marionville Seniors,
L.P.'s  internal  control over financial reporting and  our  tests  of  its
compliance with certain provisions of laws and regulations.

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

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

February 24, 1999

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, 1998, and December 31, 1997 and the
related statement of income, partners' equity, and cash flows for the years
then  ended.   These  financial statements are the  responsibility  of  the
Company's management.  My responsibility is to express an opinion on  these
financial statements based on my audits.

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

In  my  opinion, the financial statements referred to above present fairly,
in  all material respects, the financial position of Cavalry Crossing as of
December  31, 1998, and 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.

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

In  accordance  with Government Auditing Standards, I have  also  issued  a
report  dated  March  15, 1999 on my consideration  of  Cavalry  Crossing's
compliance and on internal control over financial reporting.

/s/ Suellen Doubet, CPA
Certified Public Accountant

Wagoner, OK  74467
March 15, 1999

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

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

To the Partners of
Sycamore Landing:

I have audited the accompanying balance sheet of Sycamore Landing (a Kansas
Limited  Partnership)  as of December 31, 1998, and 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 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, 1998, and 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  23, 1999 on my consideration  of  Sycamore  Landing's
compliance and on internal control over financial reporting.

/s/ Suellen Doubet, CPA
Certified Public Accountant

Wagoner, OK  74467
March 23, 1999


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, 1998, and 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
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, 1998, and 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.

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  16,  1999 on my consideration  of  Parsons  Village's
compliance and on internal control over financial reporting.

/s/ Suellen Doubet, CPA
Certified Public Accountant

Wagoner, OK  74467
March 16, 1999

David G. Pelliccione, C.P.A., P.C.
329 Eisenhower Drive, Suite B-200
Savannah, GA 31406
PHONE:  912-354-2334
FAX:  912-354-2443
                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To The Partners
Brookstone Apartments, L.P.

We  have  audited the accompanying balance sheets of BROOKSTONE APARTMENTS,
L.P.,  as  of  December  31,  1998 and 1997 and the  related  statement  of
operations, changes in partners' equity and cash flows for the  years  then
ended.    These  financial  statements  are  the  responsibility   of   the
Partnership's management.  Our responsibility is to express an  opinion  on
these financial statements based on our audit.

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

In  our opinion, the financial statements referred to above present fairly,
in  all material respects, the financial position of BROOKSTONE APARTMENTS,
L.P.,  as  of December 31, 1998 and 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  our
report  dated  February  11,  1999,  on  our  consideration  of  BROOKSTONE
APARTMENTS, L.P.'s internal control over financial reporting and our  tests
of  its  compliance with certain provisions of laws, regulations, contracts
and grants.

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

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

Savannah, Georgia
February 11, 1999

David G. Pelliccione, C.P.A., P.C.
329 Eisenhower Drive, Suite B-200
Savannah, GA  31406
PHONE:  912-354-2334
FAX:  912-354-2443
                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To The Partners
Brookshollow Apartments, L.P.

We have audited the accompanying balance sheets of BROOKSHOLLOW APARTMENTS,
L.P.,  as  of  December  31, 1998 and 1997 and the  related  statements  of
operations, changes in partners' equity and cash flows for the  years  then
ended.    These  financial  statements  are  the  responsibility   of   the
Partnership's management.  Our responsibility is to express an  opinion  on
these financial statements based on our audit.

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

In  our opinion, the financial statements referred to above present fairly,
in   all   material  respects,  the  financial  position  of   BROOKSHOLLOW
APARTMENTS, L.P., as of December 31, 1998 and 1997, and the results of  its
operations  and  its cash flows for the year then ended in conformity  with
generally accepted accounting principles.

In  accordance with Government Auditing Standards, we have also issued  our
report  dated  February  11,  1999, on our  consideration  of  BROOKSHOLLOW
APARTMENTS, L.P.'s internal control over financial reporting and our  tests
of  its compliance with certain provlisions of laws, regulations, contracts
and grants.

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

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

Savannah, Georgia
February 11, 1999

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

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

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners of
Morningside Villa Limited Partnership
DBA  Morningside Villa Apartments
Mansfield, Ohio

We have audited the accompanying balance sheet of Morningside Villa Limited
Partnership (a limited partnership), DBA Morningside Villa Apartments, Case
No.  41-033-341622448,  as of December 31, 1998,  and  the  related  income
statement,  changes in partners' equity (deficit), and cash flows  for  the
year then ended.  These financial statements are the responsibility of  the
project's management.  Our responsibility is to express an opinion on these
financial  statements  based  on our audit.  The  financial  statements  of
Morningside Villa Limited Partnership as of December 31, 1997, were audited
by  other  auditors  whose  report dated January  16,  1998,  expressed  an
unqualified opinion on those statements.

We  conducted  our  audit  in accordance with generally  accepted  auditing
standards, Government Auditing Standards, issued by the Comptroller General
of  the United States, and the U.S. Department of Agriculture, Farmers Home
Administration  "Audit Program" issued in December 1989.   Those  standards
require  that we plan and perform our 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  Morningside  Villa
Limited  Partnership, DBA Morningside Villa Apartments,  Case  No.  41-033-
341622448, at December 31, 1998, and the results of its operations, changes
in  partners' equity (deficit), and cash flows for the year then  ended  in
conformity with generally accepted accounting principles.

In  accordance  with Government Auditing Standards, we have also  issued  a
report  dated  January 15, 1999, on our consideration of Morningside  Villa
Limited Partnership's internal control and a report dated January 15, 1999,
on   its   compliance  with  specific  requirements  applicable  to   Rural
Development Services Programs.

/s/ Fentress, Dunbar & Brown, CPAs, LLC
Certified Public Accountants

Worthington, Ohio
January 15, 1999

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

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

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners of
Kenton Apartments Company Limited Partnership
DBA  Springbrook Commons
Mansfield, Ohio

We have audited the accompanying balance sheet of Kenton Apartments Company
Limited Partnership (a limited partnership), DBA Springbrook Commons,  Case
No.  41-033-0382999141,  as of December 31, 1998, and  the  related  income
statement,  changes in partners' equity (deficit), and cash flows  for  the
year then ended.  These financial statements are the responsibility of  the
project's management.  Our responsibility is to express an opinion on these
financial  statements  based  on our audit.  The  financial  statements  of
Kenton Apartments Company Limited Partnership as of December 31, 1997, were
audited by other auditors whose report dated January 16, 1998, expressed an
unqualified opinion on those statements.

We  conducted  our  audit  in accordance with generally  accepted  auditing
standards, Government Auditing Standards, issued by the Comptroller General
of  the United States, and the U.S. Department of Agriculture, Farmers Home
Administration  "Audit Program" issued in December, 1989.  Those  standards
require  that we plan and perform our 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  Kenton  Apartments
Company  Limited  Partnership, DBA Springbrook Commons,  Case  No.  41-033-
0382999141,  at  December  31, 1998, and the  results  of  its  operations,
changes  in  partners' equity (deficit),and cash flows for  the  year  then
ended in conformity with generally accepted accounting principles.

In  accordance  with Government Auditing Standards, we have also  issued  a
report  dated  January 15, 1999, on our consideration of Kenton  Apartments
Company  Limited Partnership's internal control and a report dated  January
15,  1999, on its compliance with specific requirements applicable to Rural
Development Services programs.

/s/ Fentress, Dunbar & Brown, CPAs, LLC
Certified Public Accountants

Worthington, Ohio
January 15, 1999

Burrus, Paul & Turnbull, CPAs
1230 Crestar Bank Bldg.
Norfolk, VA 23510-2276
PHONE:  757-623-3236
FAX:  757-627-8603

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

To the Partners
Lovingston Ridge (A Limited Partnership)
Yorktown, Virginia

We  have  audited  the  balance  sheets  of  Lovingston  Ridge  (A  Limited
Partnership), as of December 31, 1998 and 1997, and the related  statements
of  operations, partners' equity and cash flows for the years  then  ended.
These  financial  statements are the responsibility  of  the  Partnership's
management.  Our responsibility is to express an opinion on these financial
statements based on our audits.

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

In  our opinion, the financial statements referred to above present fairly,
in  all  material respects, the financial position of Lovingston  Ridge  (A
Limited  Partnership) as of December 31, 1998 and 1997, 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

March 15, 1999

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

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

To the Partners
Mt. Vernon Rental Housing, L.P.
Valdosta, Georgia

We  have  audited  the  accompanying balance sheet  of  Mt.  Vernon  Rental
Housing,  L.P.  (a limited partnership), Federal ID No. 58-1965613,  as  of
December  31, 1998, and the related statements of income, partners'  equity
and cash flows for the year then ended.  These financial statements are the
responsibility of the Partnership's management.  Our responsibility  is  to
express an opinion on these financial statements based on our 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  Mt.  Vernon  Rental
Housing,  L.P.  as of December 31, 1998, and the results of its  operations
and  its  cash  flows for the year then ended in conformity with  generally
accepted accounting principles.

The  December  31, 1997 financial statements were compiled by  us  and  our
report  thereon, dated January 21, 1998, stated we did not audit or  review
those  financial statements and, accordingly, expressed no opinion or other
form of assurance on them.

In  accordance  with Government Auditing Standards, we have also  issued  a
report  dated  January 15, 1999 on our consideration of Mt.  Vernon  Rental
Housing,  L.P.'s internal control structure and a report dated January  15,
1999 on its compliance with laws and regulations.

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

January 15, 1999

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 55, is President and a Director.  He is  a  Senior
  Vice  President  of Raymond James & Associates, Inc., with  whom  he  has
  been  employed  since June 1983.  Mr. Diner received an MBA  degree  from
  Columbia  University (1968) and a BS degree from Trinity College  (1966).
  Prior to joining Raymond James & Associates, Inc., he managed the broker-
  dealer   activities  of  Pittway  Real  Estate,  Inc.,  a   real   estate
  development  firm.   He was previously a loan officer at  Marine  Midland
  Realty  Credit Corp., and spent three years with Common, Dann  &  Co.,  a
  New  York  regional investment firm.  He has served as a  member  of  the
  Board  of  Directors of the Council for Rural Housing and Development,  a
  national   organization  of  developers,  managers  and  syndicators   of
  properties developed under the RECD Section 515 program, and is a  member
  of  the  Board of Directors of the Florida Council for Rural Housing  and
  Development.   Mr. Diner  has been a speaker and panel  member  at  state
  and national seminars relating to the low-income housing credit.

  J. Davenport Mosby, age 43, is a Vice President and a Director.  He is  a
  Senior  Vice  President  of  Raymond James & Associates,  Inc.  which  he
  joined  in  1982.   Mr. Mosby received an MBA from the  Harvard  Business
  School  (1982).   He graduated magna cum laude with a BA from  Vanderbilt
  University where he was elected to Phi Beta Kappa.

  Teresa  L. Barnes, age 52, 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 36, is Secretary, Treasurer.  Ms. Furey has  been
  employed  by Raymond James & Associates, Inc. since 1980 and currently
  serves as Closing Administrator for the Gateway Tax Credit Funds.


Raymond James Partners, Inc. -

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

   Information  regarding  the  officers and  directors  of  Raymond  James
Partners,  Inc. is included on page 68 of the Prospectus under the  section
captioned  "Management"  (consisting  of  pages  66  through  69   of   the
Prospectus) which is incorporated herein by reference.


Item 11.  Executive Compensation

  Gateway has no directors or officers.


Item 12.  Security Ownership of Certain Beneficial Owners and Management

   Neither  of  the  General  Partners own any  units  of  the  outstanding
securities of Gateway as of March 31, 1999.  Ronald M. Diner, President  of
Raymond James Tax Credit Funds, Inc. owns 5 units of Series 7.  None of the
other directors and officers own any units of the outstanding securities of
Gateway as of March 31, 1999.

   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:

 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.
                         1999               1998                1997
                         ----               ----                ----
Series 7                   $  88,207          $  88,433           $  80,591
Series 8                      91,933             92,191              88,857
Series 9                      50,458             50,592              49,594
Series 10                     34,427             34,101              30,997
Series 11                     27,721             27,281              24,797
                           ---------          ---------            --------
Total                      $ 292,746          $ 292,598           $ 274,836
                           =========          =========           =========

  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.

                         1999               1998                1997
                         ----               ----                ----
Series 7                   $  13,177          $  14,380           $  12,039
Series 8                      14,528             15,855              13,275
Series 9                       8,109              8,849               7,410
Series 10                      5,068              5,531               4,630
Series 11                      4,054              4,424               3,702
                           ---------          ---------           ---------
Total                      $  44,936          $  49,039           $  41,056
                           =========          =========           =========


                            PART IV

Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K

    a.(1)   Financial  Statements  - see accompanying  index  to  financial
statements, Item 8.

 (2)  Financial Statement Schedules -

  All  other schedules are omitted because they are not applicable  or  not
required,  or  because  the required information is  shown  either  in  the
financial statements or in the notes thereto.

 (3)Exhibit Index -


Table
Number

Page
1.1      Form  of  Dealer Manager Agreement, including Soliciting
         Dealer Agreement
1.2      Form  of  Escrow  Agreement between Gateway  Tax  Credit
         Fund III Ltd. and First Union National Bank
3.1      The form of Partnership Agreement of the Partnership  is
         included as Exhibit "A" to the Prospectus
3.1.1    Certificate  of  Limited  Partnership  of  Gateway   Tax
         Credit Fund III Ltd.
3.2      Articles  of  Incorporation of Raymond  James  Partners,
         Inc.
3.2.1    Bylaws of Raymond James Partners, Inc.*
3.3      Articles  of Incorporation of Raymond James  Tax  Credit
         Funds, Inc.
3.3.1    Bylaws of Raymond James Tax Credit Funds, Inc.
3.4      Amended  and  Restated Agreement of Limited  Partnership
         of Nottingham Apartments, Ltd.
3.5      Amended  and  Restated Agreement of Limited  Partnership
         of Cedar Hollow Apartments Limited Partnership
3.6      Amended  and  Restated Agreement of Limited  Partnership
         of Sunrise I Apartments Limited Partnership
5.1      Legality  opinion  of Riden, Earle &  Kiefner,  P.A.  is
         included in Exhibit 8.1
8.1      Tax opinion and consent of Riden, Earle & Kiefner, P.A.
24.1     The consent of Spence, Marston, Bunch, Morris & Co.
24.1.1   The  consent of Spence, Marston, Bunch, Morris & Co.  to
         all   references  made  to  them  in  the   Registration
         Statement  and  the inclusion therein of  the  financial
         statements of Raymond James Tax Credit Funds,  Inc.  and
         Raymond  James Partners, Inc. for the fiscal year  ended
         September 25, 1992
24.1.2   The  consent of Spence, Marston, Bunch, Morris & Co.  to
         all   references  made  to  them  in  the   Registration
         Statement  and  the inclusion therein of  the  financial
         statements of Raymond James Tax Credit Funds,  Inc.  and
         Raymond  James Partners, Inc. for the fiscal year  ended
         September  25,  1992 and the Registrant for  the  period
         ended March 31, 1992
24.4     The  consent  of  Riden, Earle, &  Kiefner,  PA  to  all
         references made to them in the Prospectus included as  a
         part  of  the  Registration  Statement  of  Gateway  Tax
         Credit  Fund  III  Ltd., and all amendments  thereto  is
         included in their opinions filed as Exhibit 8.1  to  the
         Registration Statement.
28.1     Table  VI  (Acquisition  of Properties  by  Program)  of
         Appendix   II  to  Industry  Guide  5,  Preparation   of
         Registration  Statements Relating to Interests  in  Real
         Estate Limited Partnerships


*  Included  with  Form S-11, Registration No. 33-44238 and amendments  and
   supplements  thereto previously filed with the Securities  and  Exchange
   Commission.

b. Reports filed on Form 8-K - NONE


GATEWAY TAX CREDIT FUND III LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1998

SERIES 7
Apartment Properties
                                                          Mortgage Loan
Partnership           Location             # of Units        Balance
-----------           --------             ----------     -------------

Nottingham            Pisgah, AL             18                     590,344
Cedar Hollow          Waterloo, NE           24                     765,546
Sunrise               Mission, SD            44                   2,040,082
Mountain City         Mountain City, TN      40                   1,323,290
Burbank               Falls City, NE         24                     809,231
Washington            Bloomfield, NE         24                     802,629
BrookStone            McCaysville, GA        40                   1,212,214
Tazewell              New Tazewell, TN       44                   1,413,028
N. Irvine             Irvine, KY             24                     795,611
Horton                Horton, KS             24                     772,551
Manchester            Manchester, GA         42                   1,218,985
Waynesboro            Waynesboro, GA         24                     680,621
Lakeland II           Lakeland, GA           30                     840,189
Mt. Vernon            Mt. Vernon, GA         24                     748,890
Meadow Run            Dawson, GA             48                   1,444,671
Spring Creek II       Quitman, GA            24                     676,311
Warm Springs          Warm Springs, GA       22                     679,900
Blue Ridge            Blue Ridge, GA         41                   1,104,018
Walnut                Elk Point, SD          24                     827,098
Pioneer               Mountain View, AR      48                   1,214,939
Dilley                Dilley, TX             28                     727,569
Elsa                  Elsa, TX               40                   1,043,294
Clinch View           Gate City, VA          42                   1,475,030
Jamestown             Jamestown, TN          40                   1,231,338
Leander               Leander, TX            36                     921,314
Louisa Sr.            Louisa, KY             36                   1,205,228
Orchard Commons       Crab Orchard, KY       12                     365,869
Vardaman              Vardaman, MS           24                     737,376
Heritage Park         Paze, AZ               32                   1,251,387
BrooksHollow          Jasper, GA             40                   1,195,314
Cavalry Crossing      Ft. Scott, KS          40                   1,427,155
Carson City           Carson City, KS        24                     795,845
Matteson              Capa, KS               24                     769,608
Pembroke              Pembroke, KY           16                     518,142
Robynwood             Cynthiana, KY          24                     791,731
Atoka                 Atoka, OK              24                     687,991
Coalgate              Coalgate, OK           24                     687,032
Hill Creek            West Blocton, AL       24                     786,481
Cardinal              Mountain Home. AR      32                     160,729
                                                               ------------
                                                                $36,738,581
                                                               ============


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, 1998

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             19,487
Sunrise                       30,000             837,000          1,651,743
Mountain City                 67,000           1,345,826            179,382
Burbank                       25,000             595,780            362,149
Washington                    30,000             401,435            533,814
BrookStone                    45,000             176,183          1,236,310
Tazewell                      75,000             834,811            784,649
N. Irvine                     27,600             696,407            295,222
Horton                        15,615             641,460            275,465
Manchester                    40,000             243,179          1,192,250
Waynesboro                    45,310             107,860            664,328
Lakeland II                   30,000             149,453            830,194
Mt. Vernon                    19,500             156,335            724,691
Meadow Run                    20,000             241,802          1,483,038
Spring Creek II               40,000             117,323            651,152
Warm Springs                  45,000             196,691            581,561
Blue Ridge                         0             234,193          1,100,420
Walnut                        20,000             112,079            868,819
Pioneer                       30,000           1,092,918            210,420
Dilley                        30,000             847,755             11,295
Elsa                          40,000           1,286,910             13,571
Clinch View                   99,000             409,447          1,266,074
Jamestown                     53,800             436,875          1,007,289
Leander                       46,000           1,063,200              5,134
Louisa Sr.                    90,000             449,409            965,250
Orchard Commons               28,789             452,556            (1,684)
Vardaman                      15,000              93,877            796,817
Heritage Park                199,000           1,243,700            105,641
BrooksHollow                  67,155             183,029          1,188,736
Cavalry Crossing              82,300             894,246            791,440
Carson City                   86,422             354,778            515,811
Matteson                      28,438             556,314            352,870
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            304,624
Cardinal                      24,207             650,852            106,376
                         -----------        ------------       ------------
                         $ 1,666,043        $ 21,441,174       $ 22,147,817
                         ===========        ============       ============

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, 1998


SERIES 7
Apartment Properties
                        Gross Amount At Which Carried At December 31, 1998
                                       --------------------
                                         Buildings,
                                        Improvements
Partnership                Land         and Equipment          Total
-----------                ----         -------------          -----

Nottingham                    21,070             695,997            717,067
Cedar Hollow                  27,097             906,745            933,842
Sunrise                       30,000           2,488,743          2,518,743
Mountain City                 67,000           1,525,208          1,592,208
Burbank                       37,000             945,929            982,929
Washington                    52,733             912,516            965,249
BrookStone                    45,000           1,412,493          1,457,493
Tazewell                      75,000           1,619,460          1,694,460
N. Irvine                     27,600             991,629          1,019,229
Horton                        15,615             916,925            932,540
Manchester                    49,455           1,425,974          1,475,429
Waynesboro                    34,500             782,998            817,498
Lakeland II                   29,600             980,047          1,009,647
Mt. Vernon                    19,500             881,026            900,526
Meadow Run                    40,000           1,704,840          1,744,840
Spring Creek II               30,000             778,475            808,475
Warm Springs                  20,000             803,252            823,252
Blue Ridge                         0           1,334,613          1,334,613
Walnut                        62,700             938,198          1,000,898
Pioneer                       30,000           1,303,338          1,333,338
Dilley                        30,000             859,050            889,050
Elsa                          40,000           1,300,481          1,340,481
Clinch View                   99,000           1,675,521          1,774,521
Jamestown                     53,800           1,444,164          1,497,964
Leander                       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                199,706           1,348,635          1,548,341
BrooksHollow                  67,000           1,371,920          1,438,920
Cavalry Crossing              84,118           1,683,868          1,767,986
Carson City                   40,028             916,983            957,011
Matteson                      39,000             898,622            937,622
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             926,915            956,252
Cardinal                      24,207             757,228            781,435
                         -----------        ------------       ------------
                         $ 1,695,355         $43,559,679        $45,255,034
                         ===========        ============       ============

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, 1998

SERIES 7
Apartment Properties

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

Nottingham                                128,343                  5.0-40.0
Cedar Hollow                              156,047                  7.0-40.0
Sunrise                                   528,968                  5.0-27.5
Mountain City                             352,622                  7.0-27.5
Burbank                                   200,554                  5.0-30.0
Washington                                227,423                  5.0-30.0
BrookStone                                263,183                  5.0-27.5
Tazewell                                  370,062                  7.0-27.5
N. Irvine                                 157,247                  5.0-40.0
Horton                                    238,767                  5.0-25.0
Manchester                                260,036                  5.0-25.0
Waynesboro                                145,418                 10.0-30.0
Lakeland II                               192,771                 10.0-30.0
Mt. Vernon                                143,112                  5.0-30.0
Meadow Run                                309,971                  7.0-27.5
Spring Creek II                           144,297                 10.0-30.0
Warm Springs                              166,347                  5.0-40.0
Blue Ridge                                273,925                  5.0-25.0
Walnut                                    183,563                  5.0-40.0
Pioneer                                   236,369                 12.0-40.0
Dilley                                    110,575                  5.0-50.0
Elsa                                      208,671                  7.0-50.0
Clinch View                               368,432                  7.0-27.5
Jamestown                                 336,109                  7.0-27.5
Leander                                   263,549                  7.0-30.0
Louisa Sr.                                261,049                  5.0-40.0
Orchard Commons                            91,209                  5.0-40.0
Vardaman                                  137,324                  5.0-40.0
Heritage Park                             345,570                  7.0-27.5
BrooksHollow                              242,705                  5.0-27.5
Cavalry Crossing                          270,086                 12.0-40.0
Carson City                               217,068                  7.0-27.5
Matteson                                  221,934                  7.0-27.5
Pembroke                                  112,511                  5.0-40.0
Robynwood                                 174,630                  5.0-40.0
Atoka                                     207,289                  5.0-25.0
Coalgate                                  210,453                  5.0-25.0
Hill Creek                                163,322                  7.0-27.5
Cardinal                                   67,140                  7.0-27.5
                                      -----------
                                       $8,688,651
                                      ===========

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, 1998

SERIES 8
Apartment Properties
                                                           Mortgage Loan
Partnership           Location              # of Units        Balance
-----------           --------              ----------     -------------

Purdy                 Purdy, MO                16                   465,750
Galena                Galena, KS               24                   613,960
Antlers 2             Antlers, OK              24                   649,395
Holdenville           Holdenville, OK          24                   736,565
Wetumka               Wetumka, OK              24                   670,987
Mariners Cove         Marine City, MI          32                 1,045,139
Mariners Cove Sr.     Marine City, MI          24                   809,456
Antlers               Antlers, OK              36                 1,101,452
Bentonville           Bentonville, AR          24                   608,105
Deerpoint             Elgin, AL                24                   765,330
Aurora                Aurora, MO               28                   733,674
Baxter                Baxter Springs, KS       16                   435,182
Arbor Gate            Bridgeport, AL           24                   764,378
Timber Ridge          Collinsville, AL         24                   742,376
Concordia Sr.         Concordia, KS            24                   692,070
Mountainburg          Mountainburg, AR         24                   723,145
Lincoln               Pierre, SD               25                   894,477
Fox Ridge             Russellville, AL         24                   750,081
Meadow View           Bridgeiport, NE          16                   596,898
Sheridan              Auburn, NE               16                   616,466
Morningside           Kenton, OH               32                   982,148
Grand Isle            Grand Isle, ME           16                   947,142
Meadowview            Van Buren, AR            29                   790,632
Taylor                Taylor, TX               44                 1,261,781
Brookwood             Gainesboro, TN           44                 1,484,151
Pleasant Valley       Lynchburg, TN            33                 1,109,561
Reelfoot              Ridgely, TN              20                   664,556
River Rest            Newport, TN              34                 1,156,481
Kirskville            Kirksville, MO           24                   688,687
Cimmaron              Arco, ID                 24                   840,838
Kenton                Kenton, OH               46                 1,440,868
Lovingston            Lovingston, VA           64                 2,257,075
Pontotoc              Pontotoc, MS             36                 1,111,312
So. Brenchley         Rexburg, ID              30                 1,247,579
Hustonville           Hustonville, KY          16                   531,024
Northpoint            Jackson, KY              24                   905,202
Brooks Field          Louisville, GA           32                   963,423
Brooks Lane           Clayton, GA              36                 1,111,029
Brooks Point          Dahlonega, GA            41                 1,377,336
Brooks Run            Jasper, GA               24                   764,535
Logan Heights         Russellville, KY         24                   790,322
Lakeshore 2           Tuskegee, AL             36                 1,159,692
Cottondale            Cottondale, FL           25                   768,216
                                                               ------------
                                                                $38,768,476
                                                               ============


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, 1998

SERIES 8
                              Cost At Acquisition
                             --------------------
                                                          Net Improvements
                                         Buildings,         Capitalized
                                        Improvements       Subsequent to
Partnership                Land         and Equipment       Acquisition
-----------                ----         -------------     ----------------
Purdy                         64,823             493,596              8,789
Galena                        19,200             362,505            368,881
Antlers 2                     26,000             761,859                  0
Holdenville                   15,000             877,598                  0
Wetumka                       19,977             792,876                  0
Mariners Cove                117,192           1,134,974             18,221
Mariners Cove Sr.             72,252             901,745             12,615
Antlers                       50,529           1,270,510                  0
Bentonville                   15,220             743,269                  0
Deerpoint                     33,250             912,974           (13,750)
Aurora                       164,350             716,471              2,627
Baxter                        13,800             418,296            100,989
Arbor Gate                    43,218             873,748              1,337
Timber Ridge                  15,145             879,334              1,148
Concordia Sr.                 65,000             776,131           (14,742)
Mountainburg                  20,000             863,990                  0
Lincoln                      121,000             933,872             32,884
Fox Ridge                     35,000             867,785                  0
Meadow View                   29,000             686,959              1,585
Sheridan                      20,100             373,018            353,435
Morningside                   31,163           1,152,691              2,187
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              2,359
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            463,465
Kenton                        61,699             785,703            920,659
Lovingston                   178,985           2,215,782            331,431
Pontotoc                      40,500             312,296            973,317
So. Brenchley                 99,658             492,781            956,234
Hustonville                   20,000             672,270              3,335
Northpoint                   140,000             942,599              2,466
Brooks Field                  45,762             113,295          1,012,766
Brooks Lane                   57,500             123,401          1,167,290
Brooks Point                 108,000             135,053          1,414,638
Brooks Run                    50,000             158,025            715,789
Logan Heights                 24,600             422,778            504,352
Lakeshore 2                   45,000             273,501          1,097,384
Cottondale                    36,000             911,975                343
                         -----------        ------------       ------------
                          $2,280,425         $32,092,541        $12,881,260
                         ===========        ============       ============

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, 1998

SERIES 8
                        Gross Amount At Which Carried At December 31, 1998
                                       --------------------
                                         Buildings,
                                        Improvements
Partnership                Land         and Equipment          Total
-----------                ----         -------------          -----
Purdy                         65,351             501,857            567,208
Galena                        82,599             667,987            750,586
Antlers 2                     26,000             761,859            787,859
Holdenville                   15,000             877,598            892,598
Wetumka                       19,977             792,876            812,853
Mariners Cove                122,656           1,147,731          1,270,387
Mariners Cove Sr.             78,918             907,694            986,612
Antlers                       50,529           1,270,510          1,321,039
Bentonville                   15,220             743,269            758,489
Deerpoint                     19,500             912,974            932,474
Aurora                       164,350             719,098            883,448
Baxter                        45,275             487,810            533,085
Arbor Gate                    43,218             875,085            918,303
Timber Ridge                  15,145             880,482            895,627
Concordia Sr.                 65,000             761,389            826,389
Mountainburg                  20,000             863,990            883,990
Lincoln                      132,188             955,568          1,087,756
Fox Ridge                     35,000             867,785            902,785
Meadow View                   29,000             688,544            717,544
Sheridan                      32,300             714,253            746,553
Morningside                   31,163           1,154,878          1,186,041
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           1,782,449          1,810,597
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           1,087,428          1,093,428
Kenton                        61,699           1,706,362          1,768,061
Lovingston                   194,772           2,531,426          2,726,198
Pontotoc                      40,500           1,285,613          1,326,113
So. Brenchley                 99,658           1,449,015          1,548,673
Hustonville                   20,000             675,605            695,605
Northpoint                   140,000             945,065          1,085,065
Brooks Field                  45,761           1,126,062          1,171,823
Brooks Lane                   57,500           1,290,691          1,348,191
Brooks Point                 108,000           1,549,691          1,657,691
Brooks Run                    50,366             873,448            923,814
Logan Heights                 24,600             927,130            951,730
Lakeshore 2                   45,000           1,370,885          1,415,885
Cottondale                    36,000             912,318            948,318
                         -----------        ------------       ------------
                          $2,403,886         $44,850,340        $47,254,226
                         ===========        ============       ============

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, 1998

SERIES 8
Apartment Properties

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

Purdy                                     163,507                  7.0-27.5
Galena                                    189,318                  7.0-27.5
Antlers 2                                 193,269                  5.0-25.0
Holdenville                               208,640                  5.0-25.0
Wetumka                                   190,376                  5.0-25.0
Mariners Cove                             267,381                  7.0-27.5
Mariners Cove Sr.                         208,183                  7.0-27.5
Antlers                                   281,389                 10.0-25.0
Bentonville                               203,705                  5.0-25.0
Deerpoint                                 131,329                  5.0-50.0
Aurora                                    217,849                  7.0-27.5
Baxter                                    119,606                  7.0-27.5
Arbor Gate                                131,152                  5.0-40.0
Timber Ridge                              134,792                  5.0-40.0
Concordia Sr.                             176,094                  5.0-25.0
Mountainburg                              204,478                  5.0-25.0
Lincoln                                   198,487                  7.0-27.5
Fox Ridge                                 115,270                  5.0-50.0
Meadow View                               153,964                  5.0-30.0
Sheridan                                  118,667                  5.0-50.0
Morningside                               207,364                  5.0-33.0
Grand Isle                                299,951                  7.0-27.5
Meadowview                                210,037                  5.0-25.0
Taylor                                    148,708                  5.0-50.0
Brookwood                                 184,217                  5.0-50.0
Pleasant Valley                           141,734                  5.0-50.0
Reelfoot                                  134,425                  7.0-27.5
River Rest                                124,986                  7.0-50.0
Kirskville                                155,141                  5.0-27.5
Cimmaron                                  198,801                  7.0-27.5
Kenton                                    261,182                  5.0-33.0
Lovingston                                538,120                  7.0-27.5
Pontotoc                                  140,848                  5.0-40.0
So. Brenchley                             285,498                  7.0-27.5
Hustonville                                96,643                  5.0-40.0
Northpoint                                142,527                  5.0-40.0
Brooks Field                              167,334                  5.0-40.0
Brooks Lane                               194,492                  5.0-40.0
Brooks Point                              217,749                  5.0-40.0
Brooks Run                                137,213                  5.0-40.0
Logan Heights                             133,387                  7.0-40.0
Lakeshore 2                               148,946                  5.0-40.0
Cottondale                                136,286                  5.0-27.5
                                      -----------
                                       $8,013,045
                                      ===========


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, 1998

SERIES 9
Apartment Properties
                                                          Mortgage Loan
Partnership            Location             # of Units       Balance
-----------            --------             ----------    -------------

Jay                    Jay, OK                24                    658,831
Boxwood                Lexington, TX          24                    630,749
Stilwell 3             Stilwell, OK           16                    473,945
Arbor Trace            Lake Park, GA          24                    748,494
Arbor Trace 2          Lake Park, GA          42                  1,471,296
Omega                  Omega, GA              36                  1,143,697
Cornell 2              Watertown, SD          24                    931,755
Elm Creek              Pierre, SD             24                    963,727
Marionville            Marionville, MO        20                    571,386
Lamar                  Lamar, AR              24                    724,108
Mt. Glen               Heppner, OR            24                    836,957
Centreville            Centreville, AL        24                    796,145
Skyview                Troy, AL               36                  1,144,506
Sycamore               Coffeyville, KS        40                  1,427,544
Bradford               Cumberland, KY         24                    798,175
Cedar Lane             London, KY             24                    750,160
Stanton                Stanton, KY            24                    811,306
Abernathy              Abernathy, TX          24                    634,711
Pembroke               Pembroke, KY           24                    805,688
Meadowview             Greenville, AL         24                    654,771
Town Branch            Mt. Vernon, KY         24                    782,785
Fox Run                Ragland, AL            24                    787,559
Maple Sreet            Emporium, PA           32                  1,375,808
Manchester             Manchester, GA         18                    595,744
                                                               ------------
                                                                $20,519,847
                                                               ============


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, 1998

SERIES 9
Apartment Properties
                              Cost At Acquisition
                             --------------------
                                                          Net Improvements
                                         Buildings,         Capitalized
                                        Improvements       Subsequent to
Partnership                Land         and Equipment       Acquisition
-----------                ----         -------------     ----------------

Jay                           30,000             103,524            677,073
Boxwood                       22,273             718,529             30,137
Stilwell 3                    15,567              82,347            489,218
Arbor Trace                   62,500             185,273            670,585
Arbor Trace 2                100,000             361,210          1,345,224
Omega                         35,000             188,863          1,183,441
Cornell 2                     29,155             576,296            546,107
Elm Creek                     71,360             233,390            871,910
Marionville                   24,900             409,497            262,323
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          1,054,966
Sycamore                      64,408             415,748          1,297,541
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            437,336
Manchester                    24,100             711,035              2,390
                         -----------        ------------       ------------
                          $1,106,834         $13,140,244        $11,546,814
                         ===========        ============       ============


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, 1998


SERIES 9
Apartment Properties
                        Gross Amount At Which Carried At December 31, 1998
                                       --------------------
                                         Buildings,
                                        Improvements
Partnership                Land         and Equipment          Total
-----------                ----         -------------          -----

Jay                           25,000             785,597            810,597
Boxwood                       22,273             748,666            770,939
Stilwell 3                    10,000             577,132            587,132
Arbor Trace                   62,500             855,858            918,358
Arbor Trace 2                100,000           1,706,434          1,806,434
Omega                         35,000           1,372,304          1,407,304
Cornell 2                     86,281           1,065,277          1,151,558
Elm Creek                    128,817           1,047,843          1,176,660
Marionville                   88,439             608,281            696,720
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           1,275,127          1,395,127
Sycamore                      64,600           1,713,097          1,777,697
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           1,616,192          1,701,192
Manchester                    27,200             710,325            737,525
                         -----------        ------------       ------------
                          $1,277,681         $24,516,211        $25,793,892
                         ===========        ============       ============

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, 1998

SERIES 9
Apartment Properties

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

Jay                                       161,754                  5.0-25.0
Boxwood                                   175,361                  5.0-25.0
Stilwell 3                                121,037                  5.0-25.0
Arbor Trace                               113,027                 10.0-30.0
Arbor Trace 2                             225,244                 10.0-30.0
Omega                                     210,009                  5.0-50.0
Cornell 2                                 232,168                  5.0-30.0
Elm Creek                                 233,954                  5.0-27.5
Marionville                               158,547                  7.0-27.5
Lamar                                     191,459                  5.0-25.0
Mt. Glen                                  210,860                  7.0-27.5
Centreville                               177,087                  5.0-40.0
Skyview                                   143,808                  5.0-40.0
Sycamore                                  204,082                 12.0-40.0
Bradford                                  133,698                  5.0-40.0
Cedar Lane                                167,306                  5.0-40.0
Stanton                                   166,263                  5.0-40.0
Abernathy                                 167,029                  5.0-25.0
Pembroke                                  134,128                  7.0-40.0
Meadowview                                113,851                  5.0-40.0
Town Branch                               113,586                  7.0-40.0
Fox Run                                   145,944                  7.0-27.5
Maple Sreet                               187,605                  7.0-40.0
Manchester                                108,458                  5.0-27.5
                                      -----------
                                       $3,996,265
                                      ===========


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, 1998

SERIES 10
Apartment Properties
                                                           Mortgage Loan
Partnership         Location                 # of Units       Balance
-----------         --------                 ----------    -------------

Redstone            Challis, ID                 24                  855,515
Albany              Albany, KY                  24                  789,703
Oak Terrace         Bonifay, FL                 18                  549,685
Wellshill           West Liberty, KY            32                1,091,411
Applegate           Florence, AL                36                1,118,915
Heatherwood         Alexander City, AL          36                  919,897
Peachtree           Gaffney, SC                 28                1,013,028
Donna               Donna, TX                   50                1,442,372
Wellsville          Wellsville, NY              24                1,077,114
Tecumseh            Tecumseh, NE                24                  874,310
Clay City           Clay City, KY               24                  820,019
Irvine West         Irvine, KY                  24                  816,515
New Castle          New Castle, KY              24                  813,889
Stigler             Stigler, OK                 20                  598,766
Courtyard           Huron, SD                   21                  652,135
                                                               ------------
                                                                $13,433,274
                                                               ============

                              Cost At Acquisition
                             --------------------
                                                          Net Improvements
                                         Buildings,         Capitalized
                                        Improvements       Subsequent to
Partnership                Land         and Equipment       Acquisition
-----------                ----         -------------     ----------------

Redstone                      24,000             747,591            347,823
Albany                        39,500             990,162                  0
Oak Terrace                   27,200             633,284              3,813
Wellshill                     75,000           1,270,844                  0
Applegate                    125,000           1,467,675            243,267
Heatherwood                   55,000           1,551,679              2,382
Peachtree                     25,000           1,021,466                  0
Donna                        112,000           1,661,889              6,187
Wellsville                    38,000           1,286,389              9,152
Tecumseh                      20,000           1,038,151              2,825
Clay City                     22,750             998,334              2,465
Irvine West                   25,000           1,060,585              3,219
New Castle                    40,575             971,520              9,421
Stigler                       24,000             730,056                  0
Courtyard                     12,000             465,936            287,531
                         -----------        ------------       ------------
                            $665,025         $15,895,561           $918,085
                         ===========        ============       ============


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, 1998


SERIES 10
Apartment Properties
                        Gross Amount At Which Carried At December 31, 1998
                                       --------------------
                                         Buildings,
                                        Improvements
Partnership                Land         and Equipment          Total
-----------                ----         -------------          -----

Redstone                       7,600           1,111,814          1,119,414
Albany                        39,500             990,162          1,029,662
Oak Terrace                   27,200             637,097            664,297
Wellshill                     75,000           1,270,844          1,345,844
Applegate                    125,000           1,710,942          1,835,942
Heatherwood                   55,000           1,554,061          1,609,061
Peachtree                     25,000           1,021,466          1,046,466
Donna                        112,000           1,668,076          1,780,076
Wellsville                    38,000           1,295,541          1,333,541
Tecumseh                      20,000           1,040,976          1,060,976
Clay City                     22,750           1,000,799          1,023,549
Irvine West                   25,000           1,063,804          1,088,804
New Castle                    40,575             980,941          1,021,516
Stigler                       24,000             730,056            754,056
Courtyard                     71,331             694,136            765,467
                         -----------        ------------       ------------
                            $707,956         $16,770,715        $17,478,671
                         ===========        ============       ============


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

Redstone                                  215,074                  7.0-27.5
Albany                                    168,223                  5.0-40.0
Oak Terrace                               108,448                  5.0-27.5
Wellshill                                 166,117                  5.0-40.0
Applegate                                 175,130                  5.0-40.0
Heatherwood                               168,930                  5.0-40.0
Peachtree                                 123,397                  5.0-40.0
Donna                                     161,069                  7.0-50.0
Wellsville                                251,125                  7.0-27.5
Tecumseh                                  121,539                  5.0-50.0
Clay City                                 127,271                  5.0-40.0
Irvine West                               131,014                  5.0-40.0
New Castle                                116,208                  5.0-40.0
Stigler                                    93,760                  5.0-25.0
Courtyard                                 111,299                  5.0-40.0
                                      -----------
                                       $2,238,604
                                      ===========


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, 1998

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

Homestead           Pinetop, AZ                32                 1,327,254
Mountain Oak        Collinsville, AL           24                   695,114
Eloy                Eloy, AZ                   24                   650,802
Gila Bend           Gila Bend, AZ              36                   977,455
Creekstone          Dallas, GA                 40                 1,065,469
Tifton              Tifton, GA                 36                   978,446
Cass Towne          Cartersville, GA           10                   161,417
Warsaw              Warsaw, VA                 56                 2,690,759
Royston             Royston, GA                25                   750,664
Red Bud             Mokane, MO                 8                    240,804
Cardinal            Mountain Home, AR          32                   104,859
Parsons             Parsons, KS                38                 1,100,463
                                                               ------------
                                                                $10,743,506
                                                               ============


                              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             29,952
Gila Bend                     18,000             945,233            311,414
Creekstone                   130,625             170,655          1,707,324
Tifton                        17,600             192,853          1,469,254
Cass Towne                    22,690             301,458                172
Warsaw                       146,800           3,200,738              5,341
Royston                       36,000             785,602            113,727
Red Bud                        5,500             295,617                  0
Cardinal                      15,793             424,616             69,400
Parsons                       45,188             953,512            329,861
                         -----------        ------------       ------------
                            $606,196         $10,254,732         $4,412,836
                         ===========        ============       ============


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, 1998


SERIES 11
Apartment Properties
                        Gross Amount At Which Carried At December 31, 1998
                                       --------------------
                                         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             912,865            924,865
Gila Bend                     18,000           1,256,647          1,274,647
Creekstone                   130,650           1,877,954          2,008,604
Tifton                        17,327           1,662,380          1,679,707
Cass Towne                    22,690             301,630            324,320
Warsaw                       146,800           3,206,079          3,352,879
Royston                       36,000             899,329            935,329
Red Bud                        5,500             295,617            301,117
Cardinal                      15,793             494,016            509,809
Parsons                       38,437           1,290,124          1,328,561
                         -----------        ------------       ------------
                            $599,197         $14,674,567        $15,273,764
                         ===========        ============       ============



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

Homestead                                 189,343                  5.0-40.0
Mountain Oak                              138,041                  5.0-27.5
Eloy                                      134,200                  5.0-27.5
Gila Bend                                 201,417                  5.0-40.0
Creekstone                                219,092                  7.0-27.5
Tifton                                    131,458                  5.0-25.0
Cass Towne                                 34,009                  7.0-27.5
Warsaw                                    424,543                  7.0-27.5
Royston                                    92,102                  7.0-40.0
Red Bud                                    26,174                  7.0-40.0
Cardinal                                   43,802                  7.0-27.5
Parsons                                   111,214                 12.0-40.0
                                      -----------
                                       $1,745,395
                                      ===========


SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1998
GATEWAY TAX CREDIT FUND III LTD.
NOTES TO SCHEDULE III

SERIES 7

Balance at beginning of period -
December 31, 1997                                               $45,226,651
 Additions during period:
  Acquisitions through foreclosure                   0
  Other acquisitions                                 0
  Improvements, etc.                           130,382
  Other                                              0
                                             ---------
                                                                    130,382
 Deductions during period:
  Cost of real estate sold                     101,998
  Other                                              0
                                             ---------            (101,998)
                                                                -----------

Balance at end of period -
December 31, 1998                                               $45,255,035

Reconciliation of Accumulated Depreciation current year changes:

Balance at beginning of period -
December 31, 1997                                                 7,267,152

  Current year expense                                            1,523,497
  Less Accumulated Depreciation of
real estate sold                                                  (101,998)
  Other                                                                   0
                                                                -----------

Balance at end of period -
December 31, 1998                                                $8,688,651
                                                                ===========

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1998
GATEWAY TAX CREDIT FUND III LTD.
NOTES TO SCHEDULE III

Series 8
Balance at beginning of period -
December 31, 1997                                               $47,211,604
 Additions during period:
  Acquisitions through foreclosure                   0
  Other acquisitions                            42,656
  Improvements, etc.                                 0
  Other                                              0
                                               -------
                                                                     42,656
 Deductions during period:
  Cost of real estate sold
  Other


Balance at end of period -
December 31, 1998                                               $47,254,226
                                                                ===========
Reconciliation of Accumulated Depreciation current year changes:

Balance at beginning of period -
December 31, 1997                                                $6,410,571

  Current year expense                                            1,602,508
  Less Accumulated Depreciation of                                      (34)
  real estate sold                                                        0
  Other
                                                                -----------
Balance at end of period -
December 31, 1998                                                $8,013,045
                                                                ===========

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1998
GATEWAY TAX CREDIT FUND III LTD.
NOTES TO SCHEDULE III

Series 9
Balance at beginning of period -
December 31, 1997                                               $25,748,121
 Additions during period:
  Acquisitions through foreclosure                   0
  Other acquisitions                            45,898
  Improvements, etc.                                 0
  Other                                              0
                                               -------
                                                                     45,898
 Deductions during period:
  Cost of real estate sold                         127
  Other                                              0
                                                ------
                                                                        127
                                                                -----------
Balance at end of period -
December 31, 1998                                               $25,793,892
                                                                ===========
Reconciliation of Accumulated Depreciation current year changes:

Balance at beginning of period -
December 31, 1997                                                $3,111,495

  Current year expense                                              884,897
  Less Accumulated Depreciation of                                     (127)
  real estate sold                                                        0
  Other
                                                                 ----------
Balance at end of period -
December 31, 1998                                                $3,996,265

<PAGE>
                                                                ==========

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1998
GATEWAY TAX CREDIT FUND III LTD.
NOTES TO SCHEDULE III

Series 10
Balance at beginning of period -
December 31, 1997                                              $17,439,595
 Additions during period:
  Acquisitions through foreclosure                   0
  Other acquisitions                            42,261
  Improvements, etc.                                 0
  Other                                              0
                                                ------
                                                                    42,261
 Deductions during period:
  Cost of real estate sold                       3,182
  Other                                              0
                                              --------
                                                                   (3,182)
                                                               ----------
Balance at end of period -
December 31, 1998                                              $17,478,671
                                                               ===========
Reconciliation of Accumulated Depreciation current year changes:

Balance at beginning of period -
December 31, 1997                                                $1,734,926

  Current year expense                                              506,860
  Less Accumulated Depreciation of
real estate sold                                                    (3,182)
  Other                                                                   0
                                                                 ----------
Balance at end of period -
December 31, 1998                                                $2,238,604
                                                                 ==========

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1998
GATEWAY TAX CREDIT FUND III LTD.
NOTES TO SCHEDULE III

Series 11
Balance at beginning of period -
December 31, 1997                                               $15,231,633
 Additions during period:
  Acquisitions through foreclosure                   0
  Other acquisitions                            42,131
  Improvements, etc.                                 0
  Other                                              0
                                                ------
                                                                     42,131
                                                                -----------
 Deductions during period:
  Cost of real estate sold
  Other


Balance at end of period -
December 31, 1998                                               $15,273,764
                                                                ===========
Reconciliation of Accumulated Depreciation current year changes:

Balance at beginning of period -
December 31, 1997                                                $1,240,103

  Current year expense                                              507,455
  Less Accumulated Depreciation of                                  (2,163)
real estate sold                                                          0
  Other
                                                                  ---------
Balance at end of period -
December 31, 1998                                                $1,745,395

<PAGE>
                                                                ==========
GATEWAY TAX CREDIT FUND III LTD.
SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE
AS OF DECEMBER 31, 1998

SERIES 7
                                                           MONTHLY
                        # OF                    INTEREST      DEBT     TERM
PARTNERSHIP             UNITS          BALANCE      RATE   SERVICE  (YEARS)
-----------             -----          -------  --------   -------   ------
Nottingham                 18          590,344     7.75%     4,041       50
Cedar Hollow               24          765,546     7.75%     5,115       50
Sunrise                    44        2,040,082     7.25%    12,842       50
Mountain City              40        1,323,290     7.75%     8,853       50
Burbank                    24          809,231     8.25%     5,725       50
Washington                 24          802,629     8.25%     5,674       50
BrookStone                 40        1,212,214     6.50%     6,970       50
Tazewell                   44        1,413,028     7.25%     8,916       50
N. Irvine                  24          795,611     7.75%     5,311       50
Horton                     24          772,551     7.75%     5,160       50
Manchester                 42        1,218,985     6.50%     6,991       50
Waynesboro                 24          680,621     6.50%     3,899       50
Lakeland II                30          840,189     7.25%     5,290       50
Mt. Vernon                 24          748,890     6.50%     4,294       50
Meadow Run                 48        1,444,671     6.50%     8,284       50
Spring Creek II            24          676,311     6.50%     3,835       50
Warm Springs               22          679,900     7.25%     4,276       50
Blue Ridge                 41        1,104,018     7.25%     2,372       50
Walnut                     24          827,098     7.75%     5,528       50
Pioneer                    48        1,214,939     8.25%     8,516       50
Dilley                     28          727,569     8.25%     5,143       50
Elsa                       40        1,043,294     7.75%     6,976       50
Clinch View                42        1,475,030     8.75%    11,046       50
Jamestown                  40        1,231,338     7.25%     7,770       50
Leander                    36          921,314     7.75%     6,755       50
Louisa Sr.                 36        1,205,228     7.25%     7,622       50
Orchard Commons            12          365,869     7.75%     2,676       50
Vardaman                   24          737,376     7.25%     4,634       50
Heritage Park              32        1,251,387     7.75%     8,360       50
BrooksHollow               40        1,195,314     6.50%     6,854       50
Cavalry Crossing           40        1,427,155     7.75%     9,545       50
Carson City                24          795,845     7.25%     5,005       50
Matteson                   24          769,608     7.25%     4,845       50
Pembroke                   16          518,142     7.25%     3,296       50
Robynwood                  24          791,731     7.25%     5,078       50
Atoka                      24          687,991     7.25%     4,392       50
Coalgate                   24          687,032     7.25%     4,384       50
Hill Creek                 24          786,481     6.50%     4,491       50
Cardinal                   32          160,729     6.50%       948       50
                                    ----------
                                    36,738,581



GATEWAY TAX CREDIT FUND III LTD.
SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE
AS OF DECEMBER 31, 1998

SERIES 8
                                                           MONTHLY
                        # OF                    INTEREST      DEBT     TERM
PARTNERSHIP             UNITS          BALANCE      RATE   SERVICE  (YEARS)
-----------             -----          -------  --------   -------   ------
Purdy                      16          465,750     7.75%     5,242       50
Galena                     24          613,960     7.25%     6,410       50
Antlers 2                  24          649,395     7.25%     4,174       50
Holdenville                24          736,565     6.50%     4,267       50
Wetumka                    24          670,987     6.50%     3,911       50
Mariners Cove              32        1,045,139     7.25%     6,572       50
Mariners Cove Sr.          24          809,456     7.25%     5,105       50
Antlers                    36        1,101,452     7.25%     6,938       50
Bentonville                24          608,105     7.75%     4,835       45
Deerpoint                  24          765,330     7.75%     5,250       50
Aurora                     28          733,674     7.25%     7,652       50
Baxter                     16          435,182     6.50%     4,086       50
Arbor Gate                 24          764,378     6.50%     4,380       50
Timber Ridge               24          742,376     7.25%     4,679       50
Concordia Sr.              24          692,070     6.50%     3,963       50
Mountainburg               24          723,145     6.50%     4,162       50
Lincoln                    25          894,477     8.25%     6,330       50
Fox Ridge                  24          750,081     7.25%     4,732       50
Meadow View                16          596,898     7.25%     3,757       50
Sheridan                   16          616,466     8.25%     3,527       50
Morningside                32          982,148     7.25%     6,177       50
Grand Isle                 16          947,142     8.25%     6,703       50
Meadowview                 29          790,632     7.25%     5,243       39
Taylor                     44        1,261,781     7.50%     7,223       50
Brookwood                  44        1,484,151     6.50%     8,499       50
Pleasant Valley            33        1,109,561     7.25%     6,978       50
Reelfoot                   20          664,556     7.25%     4,234       50
River Rest                 34        1,156,481     7.25%     7,256       50
Kirskville                 24          688,687     7.25%     4,320       50
Cimmaron                   24          840,838    10.75%     4,905       50
Kenton                     46        1,440,868     7.25%     9,045       50
Lovingston                 64        2,257,075     7.00%    12,917       50
Pontotoc                   36        1,111,312     7.25%     6,927       50
So. Brenchley              30        1,247,579     7.25%     7,728       50
Hustonville                16          531,024     6.50%     3,062       50
Northpoint                 24          905,202     7.25%     5,700       50
Brooks Field               32          963,423     7.25%     6,046       50
Brooks Lane                36        1,111,029     7.25%     6,954       50
Brooks Point               41        1,377,336     7.25%     8,613       50
Brooks Run                 24          764,535     7.25%     4,786       50
Logan Heights              24          790,322     7.25%     4,960       50
Lakeshore 2                36        1,159,692     7.75%     7,716       50
Cottondale                 25          768,216     7.75%     5,115       50
                                    ----------

                                    38,768,476


GATEWAY TAX CREDIT FUND III LTD.
SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE
AS OF DECEMBER 31, 1998

SERIES 9
                                                           MONTHLY
                        # OF                    INTEREST      DEBT     TERM
PARTNERSHIP             UNITS          BALANCE      RATE   SERVICE  (YEARS)
-----------             -----          -------  --------   -------   ------
Jay                        24          658,831     7.25%     4,167       50
Boxwood                    24          630,749     6.50%     3,666       50
Stilwell 3                 16          473,945     7.25%     3,038       50
Arbor Trace                24          748,494     7.25%     4,700       50
Arbor Trace 2              42        1,471,296     7.25%     9,235       50
Omega                      36        1,143,697     7.25%     7,193       50
Cornell 2                  24          931,755     7.25%     5,862       50
Elm Creek                  24          963,727     7.25%     6,060       50
Marionville                20          571,386     6.50%     5,308       50
Lamar                      24          724,108     7.25%     4,593       50
Mt. Glen                   24          836,957     6.50%     4,797       50
Centreville                24          796,145     7.25%     4,998       50
Skyview                    36        1,144,506     7.25%     7,199       50
Sycamore                   40        1,427,544     7.25%     8,979       50
Bradford                   24          798,175     7.03%     5,008       50
Cedar Lane                 24          750,160     6.50%     4,383       50
Stanton                    24          811,306     7.25%     5,120       50
Abernathy                  24          634,711     6.50%     3,673       50
Pembroke                   24          805,688     7.25%     5,070       50
Meadowview                 24          654,771     0.50%     3,006       20
Town Branch                24          782,785     7.25%     4,973       50
Fox Run                    24          787,559     6.50%     4,510       50
Maple Street               32        1,375,808     7.25%     8,632       50
Manchester                 18          595,744     7.25%     3,740       50
                                    ----------

                                    20,519,847


GATEWAY TAX CREDIT FUND III LTD.
SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE
AS OF DECEMBER 31, 1998

SERIES 10
                                                           MONTHLY
                        # OF                    INTEREST      DEBT     TERM
PARTNERSHIP             UNITS          BALANCE      RATE   SERVICE  (YEARS)
-----------             -----          -------  --------   -------   ------
Redstone                   24          855,515     6.50%     4,905       50
Albany                     24          789,703     6.50%     4,570       50
Oak Terrace                18          549,685     6.50%     3,150       50
Wellshill                  32        1,091,411     7.25%     6,843       50
Applegate                  36        1,118,915     0.50%     4,937       20
Heatherwood                36          919,897     0.50%     4,301       20
Peachtree                  28        1,013,028     7.25%     6,379       50
Donna                      50        1,442,372     6.50%     8,252       50
Wellsville                 24        1,077,114     6.50%     6,316       50
Tecumseh                   24          874,310     7.25%     5,481       50
Clay City                  24          820,019     7.25%     5,158       50
Irvine West                24          816,515     7.25%     5,137       50
New Castle                 24          813,889     7.25%     5,131       50
Stigler                    20          598,766     7.25%     3,764       50
Courtyard                  21          652,135     6.50%     3,729       50
                                     ---------


                                    13,433,274

SERIES 11
                                                           MONTHLY
                        # OF                    INTEREST      DEBT     TERM
PARTNERSHIP             UNITS          BALANCE      RATE   SERVICE  (YEARS)
-----------             -----          -------  --------   -------   ------
Homestead                  32        1,327,254     6.50%     7,411       50
Mountain Oak               24          695,114     8.00%     2,745       50
Eloy                       24          650,802     6.00%     3,460       50
Gila Bend                  36          977,455     8.00%     6,428       50
Creekstone                 40        1,065,469    11.00%     5,235       30
Tifton                     36          978,446     0.00%     2,077       42
Cass Towne                 10          161,417     3.00%     1,417       10
Warsaw                     56        2,690,759     6.50%    15,387       50
Royston                    25          750,664     6.75%     4,414       50
Red Bud                     8          240,804     7.25%     1,458       50
Cardinal                   32          104,859     6.50%     1,348       50
Parsons                    38        1,100,463     8.00%     6,243       50
                                    ----------

                                    10,743,506



                           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, 1999       By:/s/ Ronald M. Diner
                           Ronald M. Diner
                           President



Date:  July 13, 1999       By:/s/ Sandra L. Furey
                           Sandra L. Furey
                           Secretary and Treasurer

                           SIGNATURES


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


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




Date:  July 13, 1999       By:/s/ Ronald M. Diner
                           Ronald M. Diner
                           President



Date:  July 13, 1999       By:/s/ Sandra L. Furey
                           Sandra L. Furey
                           Secretary and Treasurer


Date:   July 13, 1999      By:/s/ J.. Davenport Mosby III
                           J. Davenport Mosby III
                           Sr. Vice President
                           and Director