<PAGE>


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K
(Mark One)

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

For the fiscal year ended February 28, 2001
                                       OR

____   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934

                         Commission File Number 0-12634

           CAMBRIDGE + RELATED HOUSING PROPERTIES LIMITED PARTNERSHIP
             (Exact name of registrant as specified in its charter)

        Massachusetts                                               13-3161322
        -------------                                               ----------
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                              Identification No.)

625 Madison Avenue, New York, New York                                   10022
--------------------------------------                                   -----
    (Address of principal executive offices)                        (Zip Code)

Registrant's telephone number, including area code (212) 421-5333

Securities registered pursuant to Section 12(b) of the Act:

       None

Securities registered pursuant to Section 12(g) of the Act:

       Initial Limited Partnership Interests
       -------------------------------------
       Title of Class

       Additional Limited Partnership Interests
       ----------------------------------------
       Title of Class

       Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 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 is not contained herein, and will not be contained, to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

                       DOCUMENTS INCORPORATED BY REFERENCE
       None
Page 1 of 148


<PAGE>


                                     PART I

Item 1.  Business.

General
-------

Cambridge + Related Housing Properties Limited Partnership (the "Partnership")
is a limited partnership which was formed under the laws of the Commonwealth of
Massachusetts on April 28, 1983. The general partners of the Partnership are
Government Assisted Properties, Inc. (the "Assisted General Partner") and
Related Housing Programs Corporation (the "Related General Partner"), both of
which are Delaware corporations affiliated with an affiliate of The Related
Companies, L.P. ("Related"), a New York limited partnership, and
Cambridge/Related Housing Associates Limited Partnership ("Cambridge Related
Associates"), a Massachusetts limited partnership, (together the "General
Partners"). The general partners of Cambridge Related Associates are the
Assisted General Partner and the Related General Partner. The General Partners
manage and control the affairs of the Partnership. See Item 10, Directors and
Executive Officers of the Registrant, below.

The Partnership completed its initial public offering (the "Offering") on May 4,
1984. Pursuant to the Offering, the Partnership issued 5,019 Initial Limited
Partnership Interests in 1984 and 5,019 Additional Limited Partnership Interests
in 1985, resulting in $50,190,000 in Gross Proceeds and $36,638,700 of net
proceeds available for investment and reserves. The Partnership is currently in
the process of winding up its operations and disposing of its investments. It is
anticipated that this process will take a number of years. See "Sales of
Underlying Properties/Local Partnership Interests" below. As of February 28,
2001, the Partnership has disposed of twenty-five of its forty-four original
investments.

Investment Objectives/Government Incentives
-------------------------------------------

The Partnership was formed to invest, as a limited partner, in other limited
partnerships (referred to herein as "Local Partnerships" or "Subsidiary
Partnerships"), each of which owns and operates an existing residential housing
development (an "Apartment Complex") which is receiving some form of local,
State or Federal assistance, such as mortgage insurance, rental assistance
payments, permanent mortgage financing and/or interest reduction payments
("Government Assistance"). The Partnership's investment objectives are to:

(1) provide  current tax benefits in the form of passive losses which holders of
Limited  Partnership  Interests  may use to offset  passive  income  from  other
sources;

(2) provide long-term capital  appreciation  through an increase in the value of
the Partnership's investments in Local Partnerships;

(3) provide cash distributions from sale or refinancing transactions; and

(4) preserve and protect the Partnership's capital.

The Partnership is in the process of winding down its operations as it continues
to sell its assets;. therefore investment objectives (1), (2) and (4) are no
longer applicable. The Partnership has to date distributed approximately
$6,683,000 from sales transactions and expects to continue to make distributions
from excess sales proceeds, although such aggregate distributions are not
currently anticipated to equal the original investment. The Partnership will no
longer be generating passive losses due to the sale of properties. However,
passive losses previously allocated (to the extent unused by a limited partner)
are available to offset the income expected to be generated from the sales
effort.

Federal, state and local government agencies have provided significant
incentives in order to stimulate private investment in government assisted
housing. The intent of these incentives is to reduce certain market risks and
permit investors to receive (i) tax benefits, (ii) limited cash distributions
and (iii) long-term capital appreciation. Notwithstanding these factors, there
remain significant risks. These risks include, and are not limited to, the
financial strength and expertise of the local general partners. The long-term
nature of the investments in government-subsidized housing and the continuance
of government incentives limits the ability of the Partnership to vary its
investment portfolio in response to changing economic, financial and investment
conditions; such investments are also subject to changes in local economic
circumstances and housing patterns which have an impact on real estate values.
These Apartment Complexes also require greater management expertise and may have
higher operating expenses than conventional apartment buildings. See Item 7,
Management's Discussion and Analysis of Financial Condition and Results of
Operations, below.

Investments
-----------

The interests in the Local Partnerships in which the Partnership invested
("Local Partnership Interests") were acquired from unaffiliated sellers. The
Partnership became the principal limited partner in these Local Partnerships
pursuant to local limited partnership agreements. The Partnership has acquired a
98.99% interest in each of the Local Partnerships. As a limited partner, the
Partnership's liability for obligations of the Local Partnerships is limited to
its investment. The general partners of the Local Partnerships ("Local General
Partners") retain responsibility for maintaining, operating and managing the
Apartment Complexes. Under certain circumstances, the Partnership has the right
to replace the Local General Partner of the Local Partnership.

The Partnership purchased the Local Partnership Interests for a purchase price
consisting in each case of a cash down payment, a deferred cash payment due in
April of the following year and a Purchase Money Note (as defined below),
secured in each case by the Local Partnership Interest for which it was given in
payment. The cash payments were made in part as the purchase price of the Local
Partnership Interests and in part as capital contributions to the Local
Partnerships. Such contributions were generally used by the Local Partnership to
pay partnership management fees to the Local General Partners and fees to the
Local General Partners for guaranteeing the funding of operating deficits
(generally for a period of three to five years and subject to a maximum amount).

Purchase Money Notes
--------------------

Nonrecourse purchase money notes (the "Purchase Money Notes") were issued to the
selling partners of the Subsidiary Partnerships as part of the purchase price,
and are secured only by the Partnership's interest in the Subsidiary Partnership
to which the Purchase Money Note relates.

The Purchase Money Notes, which provide for simple interest, will not be in
default if not less than 60% of the cash flow actually distributed to the
Partnership by the corresponding Subsidiary Partnership (generated by the
operations, as defined) is applied first to accrued interest and then to current
interest thereon. As of February 28, 2001, the maturity dates of the Purchase
Money Notes associated with the remaining properties owned by the Subsidiary
Partnerships were extended for three to five years (see below). Any interest not
paid currently accrues, without further interest thereon, through the extended
due date of each of the Purchase Money Notes, respectively. Continued accrual of
such interest without payment would impact the effective rate of the Purchase
Money Notes, specifically by reducing the current effective interest rate of 9%.
The exact effect is not determinable inasmuch as it is dependent on the actual
future interest payments and ultimate repayment dates of the Purchase Money
Notes. Unpaid interest of $30,335,470 and $36,560,820 at February 28, 2001 and
February 29, 2000, respectively, has been accrued and is included in the caption
due to selling partners. In general, the interest on and the principal of each
Purchase Money Note is also payable to the extent of the Partnership's actual
receipt of proceeds from the sale or refinancing of the Apartment Complex, or in
some cases the Local Partnership Interest to which the Purchase Money Note
relates.

The Partnership was permitted to extend the term of the Purchase Money Notes for
up to five additional years. In connection with such extensions, the Partnership
incurred an extension fee of 1/2% per annum of the outstanding principal balance
of the Purchase Money Notes. The Partnership sent an extension notice to each
Purchase Money Note holder that pursuant to the Purchase Money Note, it was
extending the maturity. However in certain cases, the Partnership did not pay
the extension fee at that time, deferring such payment to the future. Extension
fees in the amount of $885,320 were incurred by the Partnership through February
28, 2001. All Purchase Money Notes are now extended with maturity dates ranging
from July 2001 to December 2004. Extension fees of $404,817 were accrued and
added to the Purchase Money Notes balance.

The Partnership expects that upon final maturity it will be required to
refinance or sell its investments in the Local Partnerships in order to pay the
Purchase Money Notes and accrued interest thereon. Based on the historical
operating results of the Local Partnerships and the current economic conditions
including changes in tax laws, it is unlikely that the proceeds from such sales
will be sufficient to meet the outstanding balances. Management is working with
the Purchase Money Note holders to restructure and/or refinance the Purchase
Money Notes. No assurance can be given that management's efforts will be
successful. The Purchase Money Notes are without personal recourse to either the
Partnership or any of its partners and the sellers' recourse, in the event of
non-payment, would be to foreclose on the Partnership's interests in the
respective Local Partnerships.

Government Programs and Regulations
-----------------------------------

The General Partners will carefully analyze the opportunities available upon the
expiration of the properties' U.S. Department of Housing and Urban Development
("HUD") contracts, as well as the tax consequences of each option to investors.
Prior to expiration of the properties' HUD contracts, and based on the
historical operating results and current economic conditions including changes
in tax laws, it is uncertain whether there would be a return to the investors
upon the sale of the applicable properties in the Partnership's portfolio.

The Local Partnerships that receive government assistance are subject to
low-income use restrictions which limited the owners' ability to sell or
refinance the properties. In order to maintain the existing inventory of
affordable housing, Congress passed a series of related acts including the
Emergency Low Income Preservation Act of 1987, the Low-Income Housing
Preservation and Resident Homeownership Act of 1990 (together the "Preservation
Acts") and the Housing Opportunity Program Extension Act of 1996 (the "1996
Act"). In exchange for maintaining the aforementioned use restrictions, the
Preservation Acts provided financial incentives for owners of government
assisted properties. The 1996 Act provided financial assistance by funding the
sale of such properties to not-for-profit owners and also restores the owners
ability to prepay their HUD mortgage and convert the property to condominiums or
market-rate rental housing. Local general partners had filed for incentives
under the Preservation Acts or the 1996 Act for the following local
partnerships: San Diego - Logan Square Gardens Company, Albuquerque - Lafayette
Square Apts. Ltd., Westgate Associates Limited, Riverside Gardens, a Limited
Partnership, Pacific Palms, a Limited Partnership, Canton Commons Associates,
Rosewood Manor Associates, Bethany Glen Associates and South Munjoy Associates,
Limited. As of February 28, 2001, all of these Local Partnerships were sold
except for Logan Square and Lafayette Square. The Preservation Acts have
subsequently been repealed or revoked. The local general partner of the Logan
Square and Lafayette Square properties is currently negotiating purchase and
sale contracts.

In September 1997, Congress enacted the Multi-Family Assisted Housing Reform and
Affordability Act of 1997 ("MAHRA") which provides for the renewal of Section 8
Housing Assistance Payments Contracts ("Section 8 Contracts") to be based upon
market rentals instead of the above-market rentals which is generally the case
under existing Section 8 Contracts. As a result, Section 8 Contracts that are
renewed in the future in projects insured by the Federal Housing Administration
("FHA") may not provide sufficient cash flow to permit owners of properties to
meet the debt service requirements of these existing FHA-insured mortgages.
MAHRA also provides for the restructuring of these mortgage loans so that the
annual debt service on the restructured loan (or loans) can be supported by
Section 8 rents established at the market rents. The restructured loans will be
held by the current lender or another lender. There can be no assurance that a
property owner will be permitted to restructure its mortgage indebtedness
pursuant to the new rules implementing MAHRA or that an owner, or the holder of
the mortgage, would choose to restructure the mortgage if it were able to
participate. MAHRA went into effect on September 11, 1998 when interim
regulations implementing the program were published. It should be noted that
there are many uncertainties as to the economic and tax impact on a property
owner because of the combination of the reduced Section 8 contract rents and the
restructuring of the existing FHA-insured mortgage loan under MAHRA.

On October 21, 1998 President Clinton signed the Fiscal Year 1999 Departments of
Veteran Affairs, Housing and Urban Development and Independent Agencies
Appropriation Legislation into law. The bill provides, among other things, that
owners of a property that was eligible for prepayment had to give notice of such
prepayment to HUD tenants and to the chief executive of the state or local
government for the jurisdiction in which the housing is located. The notice must
be provided not less than 150 days, but not more than 270 days, before such
payment. Moreover, the owner may not increase the rent charged to tenants for a
period of 60 days following such prepayment. The bill also provides for
tenant-based vouchers for eligible tenants (generally below 80% of area median
income) at the true comparable market rents for unassisted units in order to
protect current residents from substantial increases in rent.

On October 20, 1999, President Clinton signed FY 2000 VA, the HUD Independent
Agencies Appropriations Act (the "Appropriations Act"). The Appropriations Act
contains revisions to the HUD Mark-to-Market Program and other HUD programs
concerning the preservation of the HUD housing stock. On December 29, 1999 HUD
issued Notice H99-36 addressing "Project Based Section 8 Contracts Expiring in
Fiscal Year 2000" reflecting the changes in the Appropriations Act and
superceding earlier HUD Notices 98-34, 99-08, 99-15, 99-21 and 99-32. Notice
99-36 clarifies many of the earlier uncertainties with respect to the earlier
HUD Section 8 Mark-to-Market Programs and continued the Mark-up-to-Market
Program which allows owners with Section 8 contracts to increase the rents to
market levels where contract rents are currently below market.

Sales of Underlying Properties/Local Partnership Interests
----------------------------------------------------------

General
-------

The Partnership is currently in the process of winding up its operations and
disposing of its investments. It is anticipated that this process will take a
number of years. As of February 28, 2001, the Partnership has disposed of
twenty-five of its forty-four original investments. Five additional investments
are listed for sale and the General Partner anticipates that the fourteen
remaining investments will be listed for sale by December 31, 2002. There can be
no assurance as to when the Partnership will dispose of its last remaining
investments or the amount of proceeds which may be received. However, based on
the historical operating results of the Local Partnerships and the current
economic conditions including changes in tax laws, it is unlikely that the
proceeds from such sales will be sufficient to return the limited partners,
original investment.

In order to facilitate an orderly disposition of the Partnership's assets, the
Partnership formed two entities: Cambridge Liquidating Trust LLC ("Trust I"), a
Massachusetts limited liability company which is owned 99.99% by the Partnership
and .01% by affiliates of Related; and, Cambridge Liquidating Trust II ("Trust
II"), a Massachusetts general partnership which is owned 99% by Cambridge
Liquidating GP II, L.L.C. ("GP II") and 1% by Cambridge Liquidating GP I, L.L.C.
("GP I"). Both GP I and GP II are owned by the Partnership.

On December  30,  1998,  the  Partnership  contributed  its limited  partnership
interest in Bethany Glen Associates,  Westwood,  Ltd., Parktowne,  Ltd., Rolling
Meadows Apartments,  Ltd., Buena Vista Apartments,  Ltd. and Wingate Associates,
Ltd. to Trust I. On December 31, 1998, the  Partnership  contributed its limited
partnership     interests    in    Grandview-Blue     Ridge    Manor    Limited,
Breckenridge-Chaparral   Apartments  II,  Ltd.,  El  Paso-Gateway   East,  Ltd.,
Albequerque-Lafayette   Square   Apartments,   Ltd.,   Corpus   Christi-Oso  Bay
Apartments,  Ltd., Westgate  Associates Limited,  San Diego-Logan Square Gardens
Co., Ardmore-Rolling Meadows of Ardmore, Ltd., Fort Worth-Northwoods Apartments,
Ltd. and Stephenville-Tarleton Arms Apartments,  Ltd. to Trust II. In each case,
the interests were contributed  subject to each respective  Purchase Money Note.
The  contribution  did  not  involve  any   consideration   being  paid  to  the
Partnership,  therefore,  there was no tax effect to the limited partners of the
Partnership.

Information Regarding Disposition
---------------------------------

On April 21, 1998, the Partnership's limited partnership interest and related
Purchase Money Note and interest thereon in Oklahoma City - Town and Country
Village Apartments, Ltd. ("Town and Country") were assigned to the local general
partner effective January 15, 1998, resulting in a gain of approximately
$11,970,000.

On April 27, 1998, the property and the related assets and liabilities of
Riverside Gardens Limited Partnership ("Riverside") and Cudahy Gardens Limited
Partnership ("Cudahy") were sold to a third party for approximately $1,834,000
and $232,000, respectively, resulting in losses of approximately $432,000 and
$148,000, respectively, plus the assumption of the related mortgage notes. The
Partnership used approximately $451,000 and $56,000, respectively, of the net
proceeds to settle the associated Purchase Money Note and accrued interest
thereon which had total outstanding balances of approximately $5,402,000 and
$2,672,000, respectively, resulting in forgiveness of indebtedness income of
approximately $4,951,000 and $2,616,000, respectively.

On June 18, 1999, the Partnership's limited partnership interest in Warren Manor
Apartments Limited Partnership was sold to the local general partners for
approximately $935,000, resulting in a loss in the amount of approximately
$3,548,000. No proceeds were used to settle the associated Purchase Money Note
and accrued interest which had a total outstanding balance of approximately
$9,187,000, resulting in forgiveness of indebtedness income.

On June 18, 1999, the Partnership's limited partnership interest in Golf Manor
Apartments Limited Partnership was sold to the local general partners for
approximately $255,000, resulting in a loss in the amount of approximately
$544,000. No proceeds were used to settle the associated Purchase Money Note and
accrued interest which had a total outstanding balance of approximately
$2,227,000, resulting in forgiveness of indebtedness income.

On June 18, 1999, the Partnership's limited partnership interest in Warren Woods
Apartments, L.P. was sold to the local general partners for approximately
$377,000, resulting in a loss in the amount of approximately $1,914,000. No
proceeds were used to settle the associated Purchase Money Note and accrued
interest which had a total outstanding balance of approximately $3,532,000,
resulting in forgiveness of indebtedness income.

On June 18, 1999, the Partnership's limited partnership interest in Rosewood
Manor Apartments Limited Partnership was sold to the local general partners for
approximately $406,000, resulting in a loss in the amount of approximately
$1,031,000. No proceeds were used to settle the associated Purchase Money Note
and accrued interest which had a total outstanding balance of approximately
$3,568,000, resulting in forgiveness of indebtedness income.

On June 18, 1999, the Partnership's limited partnership interest in Canton
Commons Apartments Limited Partnership was sold to the local general partners
for approximately $855,000, resulting in a gain in the amount of approximately
$987,000. No proceeds were used to settle the associated Purchase Money Note and
accrued interest which had a total outstanding balance of approximately
$7,816,000, resulting in forgiveness of indebtedness income.

On November 8, 1999, the property and the related assets and liabilities of
Bethany Glen Associates ("Bethany") were sold to an unaffiliated third party for
$3,450,000, resulting in a gain in the amount of approximately $1,582,000. The
Partnership used $2,494,000 of the net proceed to settle the associated Purchase
Money Note and accrued interest thereon which had a total outstanding balance of
approximately $2,889,000, resulting in forgiveness of indebtedness income of
$395,000.

On January 17, 2000, Rolling Meadows Apartments, Ltd. ("Rolling Meadows")
entered into an agreement for the purchase and sale of real estate with an
unaffiliated third party for a purchase price of $2,400,000. This contract was
terminated on April 30, 2001. Rolling Meadows entered into a new agreement for
the purchase and sale of real estate to a different unaffiliated third party
purchaser for a purchase price of $2,350,000. The sale is expected to occur in
August 2001. No assurances can be given that the sale will actually occur.

On April 28, 2000, the property and the related assets and liabilities of
Pacific Palms were sold to a third party for approximately $4,900,000, resulting
in a gain of approximately $2,554,000. The Partnership used approximately
$1,668,000 of the net proceeds to settle the associated Purchase Money Notes and
accrued interest thereon which had a total outstanding balance of approximately
$5,214,000, resulting in forgiveness of indebtedness of approximately
$3,546,000. The Partnership netted approximately $1,940,000 of cash which was
placed into working capital to pay Partnership expenses.

On September 14, 2000, the property and the related assets and liabilities of
Westwood Apartments Company, Ltd. ("Westwood") were sold to an unaffiliated
third party for $2,025,000, resulting in a loss of approximately $356,000. No
proceeds were used to settle the associated Purchase Money Note and accrued
interest thereon, which had a total outstanding balance of approximately
$3,059,000, resulting in forgiveness of indebtedness income.

On September 14, 2000, the property and the related assets and liabilities of
Parktowne Ltd. ("Parktowne") were sold to an unaffiliated third party for
$2,500,000, resulting in a gain of approximately $476,000. The Partnership used
approximately $844,000 of the net proceeds to settle the associated Purchase
Money Note and accrued interest thereon, which had an outstanding balance of
approximately $1,804,000, resulting in forgiveness of indebtedness income of
approximately $960,000.

On December 1, 2000, the property and the related assets and liabilities of
Westgate Associates, Limited ("Westgate") were sold to an unaffiliated third
party for $2,055,000, resulting in a loss of approximately $164,000. The
Partnership used approximately $601,000 of the net proceeds to settle the
associated Purchase Money Note and accrued interest thereon, which had a total
outstanding balance of approximately $1,516,000, resulting in forgiveness of
indebtedness income of approximately $915,000.

On December 20, 2000, the property and the related assets and liabilities of New
Jersey, Ltd. ("New Jersey") were sold to an unaffiliated third party for
$2,049,600 resulting in a gain of approximately $65,000. The Partnership used
approximately $500,000 of the net proceeds to settle the associated Purchase
Money Note and accrued interest thereon, which had an outstanding balance of
approximately $2,369,000 resulting in forgiveness of indebtedness income of
approximately $1,869,000.

On December 26, 2000, Buena Vista Manor Apartments, Ltd. ("Buena Vista") entered
into a purchase and sale agreement to sell the property and the related assets
and liabilities to an unaffiliated third party purchaser for a purchase price of
$4,500,000. This contract was subsequently terminated.

Operating Funds
---------------

The expenditures required for operating the business of the Partnership are met
out of the cash flow distributions from Local Partnerships. Accordingly, the
Partnership believes that it will not be necessary to raise additional funds to
meet the expenditures of operating its business. However, during the course of
operations of the various Local Partnerships it may become necessary, from time
to time, to use either their own assets or the Partnership's assets as security
for loans to provide additional working capital.

Tax Matters
-----------

The Tax Reform Act of 1986 (the "TRA") provides as of 1991 that the passive
losses generated by the Partnership can only be used to shelter passive income
or, in the alternative, may be carried forward to offset a gain upon the sale of
properties.

Competition
-----------

The real estate business is highly competitive and each of the Local
Partnerships in which the Partnership has invested owns an Apartment Complex
which must compete for tenants in the marketplace. However, the rental
assistance and preferred interest rates on mortgage financing generally make it
possible to offer the apartments to eligible tenants at a cost to the tenant
significantly below the market rate for comparable conventionally financed
apartments in the area.

Employees
---------

The Partnership does not have any direct employees. All services are performed
for the Partnership by its General Partner and their affiliates. The General
Partners receive compensation in connection with such activities as set forth in
Items 11 and 13. In addition, the Partnership reimburses the General Partners
and certain of their affiliates for expenses incurred in connection with the
performance by their employees of services for the Partnership in accordance
with the Partnership's Amended and Restated Agreement and Certificate of Limited
Partnership (the "Partnership Agreement").

Item 2.  Properties.

As of February 28, 2001, the Partnership holds a 98.99% limited partnership
interest in each of nineteen Local Partnerships, which own nineteen residential
Apartment Complexes receiving Government Assistance. During the fiscal year
ended February 28, 2001, the property and the related assets and liabilities
owned by five Local Partnerships were sold to third parties. Through the fiscal
year ended February 28, 2001, the properties and the related assets and
liabilities owned by thirteen Local Partnerships were sold to third parties and
the Partnership's Local Partnership Interest in twelve other Local Partnerships
were sold to the Local Partnership's general partners, respectively. Set forth
below is a schedule of these Local Partnerships, including certain information
concerning the Apartment Complexes (the "Local Partnership Schedule"). See
Schedule III to the financial statements included herein for additional
information, including encumbrances, pertaining to the Apartment Complexes.
<TABLE>
<CAPTION>

                           Local Partnership Schedule
                           --------------------------

                                         Government
                               Year      Assistance            Percentage of Units
Name and Location of Property  Com-          HUD             Occupied at December 31,
(Number of Units) (b)          pleted   Programs (a)       2000  1999   1998  1997 1996
---------------------          ------   ------------       ----  ----   ----  ---- ----

<S>                             <C>    <C>              <C>    <C>    <C>   <C>    <C>
Caddo Parish-Villas South, Ltd. 1972    Sec.221(d)(4)    86%    86%    86%   86%    86%
  Shreveport, Louisiana (172)

Oklahoma City-Town and          1973    Sec.207          (j)    (j)    (j)    67%    57%
  Country Village
  Apartments, Ltd.
  Oklahoma City, Oklahoma (201)

Rolling Meadows of
  Chickasha, Ltd.               1972    Sec.236          (f)    (f)    (f)   (f)    (f)
  Chickasha, Oklahoma (112)

New Jersey, Ltd.                1977    Sec.221(d)(4)     (n)    83%    96%   98%    93%
  Mobile, Alabama (112)

Zeigler Boulevard, Ltd.         1981    Sec.221(d)(4)     76%    85%   100%   99%    88%
  Mobile, Alabama (112)

Eastwyck III, Ltd.              1979    Sec.221(d)(4)     100%   98%    96%   96%    98%
  Mobile, Alabama (48)

Breckenridge-Chaparral
  Apartments II, Ltd.           1973    Sec.236           87%   (k)     94%   98%    98%
  Breckenridge, Texas (88)

Country, Ltd.                   1978    Sec.221(d)(4)     (i)   (i)    (i)    94%    92%
  Ridgeland, Mississippi (112)(c)

Westwood Apartments
  Company, Ltd.                 1978    Sec.221(d)(4)     (n)    57%    45%   68%    86%
  Montgomery, Alabama (176)

Parktowne, Ltd.                 1978    Sec.221(d)(4)     (n)    93%    97%   97%    89%
  Montgomery, Alabama (144)

Corpus Christi-Oso Bay
  Apartments, Ltd.              1973    Sec.236           95%   (k)     99%  100%    98%
  Corpus Christi, Texas (104)

Northbrook III, Ltd.            1981    Sec.221(d)(4)     (i)   (i)    (i)    85%    94%
  Jackson, Mississippi (68)(c)          Sec.8

Bethany Glen Associates         1971    Sec.221(d)(3)     (l)   (l)     95%   97%    99%
  Glendale, Arizona (150)               Sec.8

Albuquerque-Lafayette
  Square Apts., Ltd.            1973    Sec.236           99%   (k)     99%   99%    99%
  Albuquerque, New Mexico (188)

Roper Mountain Apartments       1979    Sec.221(d)(4)     (e)   (e)    (e)   (e)    (e)
  Greenville, South Carolina (152)

Warren Manor Apartments
  Limited Partnership
  Warren, Michigan
    Warren Manor I (344)        1968    Sec.221(d)(4)     (m)   (m)     95%   97%    94%
    Warren Manor II (136)       1970    Sec.221(d)(4)     (m)   (m)     95%   96%    93%

Golf Manor Apartments           1970    Sec.221(d)(4)     (m)   (m)     98%   96%    95%
  Limited Partnership
  Roseville, Michigan (128)

Warren Woods Apartments         1971    Sec.221(d)(4)     (m)   (m)     99%   96%    98%
  Limited Partnership
  Warren, Michigan (192)

Canton Commons Apartments       1973    Sec.221(d)(4)     (m)   (m)     96%   96%    98%
  Canton, Michigan (452)                Sec.236
                                      Sec.8

Los Caballeros Apartments       1976    Sec.236          (h)    (h)    (h)   (h)     88%
  Thornton, Colorado (144) (d)

Rosewood Manor Apartments       1972    Sec.236          (m)    (m)     99%   96%    99%
  Rosewood, Michigan (207)              Sec.8

Grosvenor South Apartments      1969    Sec.221(d)(3)     (h)   (h)    (h)   (h)     98%
  Limited Partnership
  Taylor, Michigan (182)

Grosvenor South Apartments      1969    Sec.221(d)(4)     (h)   (h)    (h)   (h)     98%
  #2 Limited Partnership
  Taylor, Michigan (54)

Clinton Plaza Apartments        1969    Sec.221(d)(3)     (h)   (h)    (h)   (h)     99%
  Limited Partnership
  Clinton, Michigan (168)

Clinton Plaza Apartments        1970    Sec.221(d)(3)     (h)   (h)    (h)   (h)     99%
  #2 Limited Partnership
  Clinton, Michigan (192)

Oakland-Keller Plaza            1972    Sec.236          (e)    (e)    (e)   (e)    (e)
  Oakland, California (200)             Sec.8

San Diego-Logan Square
  Gardens Company               1970    Sec.236           98%   (k)     98%  100%   100%
  San Diego, California (170)           Sec.8

Grandview-Blue Ridge Manor, Ltd. 1972    Sec.236          95%   (k)    93%    74%    91%
  Grandview, Missouri (80)

Ardmore-Rolling Meadows
  of Ardmore, Ltd.              1974    Sec.236          100%   (k)     98%   91%    98%
  Ardmore, Oklahoma (101)

El Paso-Gateway East, Ltd.      1972    Sec.236           99%   (k)     96%  100%   100%
  El Paso, Texas (104)                  Sec.8

Fort Worth-Northwood
  Apartments, Ltd.              1972    Sec.236           99%   (k)     92%   97%    98%
  Fort Worth, Texas (100)

Stephenville-Tarleton Arms
  Apartments, Ltd.              1972    Sec.236           95%   (k)     95%   94%    97%
  Stephenville, Texas (128)             Sec.8

Cudahy Gardens,
  a Limited Partnership         1971    Sec.236          (i)    (i)    (i)    98%   100%
  Cudahy, California (100)              Sec.8

Pacific Palms,
  a Limited Partnership         1972    Sec.236          (n)     90%    98%   95%    92%
  Palm Springs, California (139)

Riverside Gardens,
  a Limited Partnership         1971    Sec.236          (i)    (i)    (i)    99%    94%
  Riverside, California (192)

Bay Village Company             1971    Sec.236           99%    99%    95%   96%    98%
  Fall River, Massachusetts (206)       Sec.8

Buena Vista Manor
  Apartments, Ltd.              1969    Sec.221(d)(3)      98%    98%   100%   96%    98%
  Nashville, Tennessee (200)            Sec.8

Rolling Meadows
  Apartments, Ltd.              1971    Sec.236            94%    98%    96%   99%    99%
  Midwest City, Oklahoma (200)          Sec.8

Westgate Associates, Limited    1971    Sec.236          (n)     93%    89%   98%    98%
  Brattleboro, Vermont (100)            Sec.8

Wingate Associates Limited      1972    Sec.236           99%    98%    97%   98%    98%
  Laconia, New Hampshire (100)          Sec.8

South Munjoy
  Associates, Limited           1966    Sec.221(d)(3)     (g)   (g)    (g)   (g)     91%
  Portland, Maine (140)

Cedar Hill Apartments, Ltd.     1973    Sec.236            97%   100%    93%   97%    97%(b)
  Monticello, Arkansas (60)

Char-Mur Apartments, Ltd.       1973    Sec.236           46%    77%    58%   71%    88%
  Trumann, Arkansas (48)

Crossett Apartments, Ltd.       1973    Sec.236          100%   100%    98%  100%   100%
  Crossett, Arkansas (50)

</TABLE>




<PAGE>



(a) The Partnership invested in Local Partnerships owning existing Apartment
Complexes which receive either Federal or State subsidies. HUD, through FHA,
administers a variety of subsidies for low and moderate-income housing. FHA
administers similar housing programs for non-urban areas. The federal programs
generally provide one or a combination of the following forms of assistance: (i)
mortgage loan insurance, (ii) rental subsidies, (iii) reduction of mortgage
interest payments.

1) HUD provides mortgage insurance for rental housing projects pursuant to a
number of sections of Title II of the National Housing Act ("NHA"), including
Section 236, Section 221(d)(4), Section 221(d)(3) and Section 220. Under all of
these programs, HUD will generally provide insurance equal to 100% of the total
replacement cost of the project to non-profit owners and 90% of the total
replacement cost to limited-distribution owners. Mortgages are provided by
institutions approved by HUD, including banks, savings and loan companies and
local housing authorities. Section 221(d)(4) of NHA provides for federal
insurance of private construction and permanent mortgage loans to finance new
construction of rental apartment complexes containing five or more units. The
most significant difference between the 221(d)(4) program and the 221(d)(3)
program is the maximum amount of the loan which may be obtained. Under the
221(d)(3) program, non-profit sponsors may obtain a permanent mortgage equal to
100% of the total replacement cost; no equity contribution is required of a
non-profit sponsor. In all other respects, the 221(d)(3) program is
substantially similar to the 221(d)(4) program.

2) Many of the tenants in HUD insured projects receive some form of rental
assistance payments, primarily through the Section 8 Housing Assistance Payments
Program (the "Section 8 Program"). Apartment Complexes not receiving assistance
through the Section 8 Program ("Section 8 Payments") will generally have
limitations on the amounts of rent which may be charged. One requirement imposed
by HUD regulations effective for apartment complexes initially approved for
Section 8 payments on or after November 5, 1979, is to limit the amount of the
owner's annual cash distributions from operations to 10% of the owner's equity
investment in an Apartment Complex if the apartment complex is intended for
occupancy by families, and to 6% of the owner's equity investment in an
Apartment Complex intended for occupancy by elderly persons. The owner's equity
investment in the apartment complex is 10% of the project's replacement cost as
determined by HUD. HUD released the American Community Partnerships Act (the
"ACPA"). The ACPA is HUD's blueprint for providing for the nation's housing
needs in an era of static or decreasing budget authority. Two key proposals in
the ACPA that could affect the Local Partnerships are: (i) a discontinuation of
project-based Section 8 subsidy payments and (ii) an attendant reduction in debt
on properties that were supported by the Section 8 payments. The ACPA calls for
a transition during which the project-based Section 8 would be converted to a
tenant-based voucher system. Any FHA insured debt would then be
"marked-to-market", that is revalued in light of the reduced income stream, if
any.

3) Section 236 Program. As well as providing mortgage insurance, the Section 236
program also provides an interest credit subsidy which reduces the cost of debt
service on a project mortgage, thereby enabling the owner to charge the tenants
lower rents for their apartments. Interest credit subsidy payments are made
monthly by HUD directly to the mortgagee of the Project. Each payment is in an
amount equal to the difference between (i) the monthly interest payment required
by the terms of the mortgage to pay principal, interest and the annual mortgage
insurance premium and (ii) the monthly payment which would have been required
for principal and interest if the mortgage loan bore interest at the rate of 1%.
These payments are credited against the amounts otherwise due from the owner of
the Project, who makes monthly payments of the balance.

(b)  State of jurisdiction is the same state as the location, unless otherwise
     indicated.

(c)  State of jurisdiction is Alabama.

(d)  State of jurisdiction is Michigan.

(e) The property and the related assets and liabilities were sold during the
fiscal year ended February 28, 1997 (see Note 10 in Item 8. Financial Statements
and Supplemental Data).

(f) The Partnership's Local Partnership Interest in this Local Partnership was
sold during the fiscal year ended February 28, 1997 (see Note 10 in Item 8.
Financial Statements and Supplemental Data).

(g) The property and the related assets and liabilities were sold during the
fiscal year ended February 28, 1998 (see Note 10 in Item 8. Financial Statements
and Supplemental Data).

(h) The Partnership's Local Partnership Interests in these Local Partnerships
were sold during the fiscal year ended February 28, 1998 (see Note 10 in Item 8.
Financial Statements and Supplemental Data).

(i) The property and the related assets and liabilities were sold during the
fiscal year ended February 29, 1999 (see Note 10 in Item 8. Financial Statements
and Supplemental Data).

(j) The Partnership's Local Partnership Interests in these Local Partnerships
were sold during the fiscal year ended February 29, 1999 (see Note 10 in Item 8.
Financial Statements and Supplemental Data).

(k) As a result of on-going litigation related to the Roar Properties (as
defined herein), occupancy rates have not been provided by the management agent
pursuant to the instructions from the Local General Partner.

(l) The property and the related assets and liabilities were sold during the
fiscal year ended February 29, 2000 (see Note 10 in Item 8. Financial Statements
and Supplemental Data).

(m) The Partnership's Local Partnership Interests in these Local Partnerships
were sold during the fiscal year ended February 29, 2000 (see Note 10 in Item 8.
Financial Statements and Supplemental Data).

(n) The property and the related assets and liabilities were sold during the
fiscal year ended February 28, 2001 (see Note 10 in Item 8. Financial Statements
and Supplemental Data).

All leases are generally for periods not greater than one to two years and no
tenant occupies more than 10% of the rentable square footage.

Commercial tenants (to which average rental per square foot applies) comprise
less than 5% of the rental revenues of the Partnership. Rents for the
residential units are determined annually by HUD and reflect increases in
consumer price indices in various geographic areas.

Management of the Local Partnership continuously reviews the physical state of
the properties and budgets improvements when required which are generally funded
from cash flows from operations or release of replacement reserve escrows. No
improvements are expected to require additional financing.

See Item 1, Business, above for the general competitive conditions to which the
properties described above are subject.

Real estate taxes are calculated using rates and assessed valuations determined
by the township or city in which the property is located. Such taxes have
approximated 1% of the aggregate cost of the properties as shown in Schedule III
to the financial statements included herein.

Item 3.  Legal Proceedings.

The Partnership is the sole member of Cambridge Liquidating GP I, L.L.C., which
is a 1% general partner in Cambridge Liquidating Trust II, a Massachusetts
General Partnership ("CLT II"). The Partnership is the sole member of Cambridge
Liquidating GP II, L.L.C., which is a 99% general partner in CLT II.

On February 28, 2001, CLT II was a party to Cause No. 99-06802, pending in the
191st Judicial District Court of Dallas County, Texas; styled "CLT II v. Roar
Company, a Texas Corporation, et al." CLT II asserted claims against the alleged
owners and holders, Roar Company and liquidating trusts for whom Roar Company
purports to act as trustee, of Purchase Money Notes executed by the Partnership
in 1983. CLT II sought a declaratory judgment that maturity dates of the
Purchase Money Notes were extended. CLT II also sought an accounting that the
trustee for the alleged owners and holders of the Purchase Money Notes failed to
make distributions to CLT II and/or its predecessors. Discovery was begun but
not finished. Defendants denied CLT II's claims.

Trial was scheduled for May 7, 2001. Mediation was conducted on December 7,
2000; but the case did not settle.

The Purchase Money Notes at issue in that lawsuit relate to the acquisition by
the Partnership, in 1983, of a 98.99% limited partnership interest in the
following partnership operating apartment projects in the indicated cities:

     PARTNERSHIP                      LOCATION
     -----------                      --------
     Blue Ridge Manor, Ltd.           Grandview, MO
     Gateway East, Ltd.               El Paso, TX
     Lafayette Square Apartments, Ltd.      Albuquerque, NM
     Logan Square Gardens Co.         San Diego, CA
     Northwood Apartments, Ltd.       Fort Worth, TX
     Oso Bay Apartments, Ltd.         Corpus Christi, TX
     Tarleton Arms Apartments, Ltd.   Stephensville, TX
     Chaparral Apartments, II, Ltd.   Breckenridge, TX
     Rolling Meadows of Ardmore, Ltd. Ardmore, OK
     Caddo Parish - Villas South, Ltd.Caddo Parish, LA

On April 19,  2001,  Cause No.  06802,  "CLT,  II v. Roar  Company,  et al." was
dismissed without prejudice.

On or about July 24, 2000, three limited partnerships controlled by the Purchase
Money Note holder commenced litigation in the Circuit Court of Jefferson County,
Alabama  against the  Partnership,  captioned  as follows:  Mobile  Eastwyck III
Apartments, Ltd. v. Shearson + Related Housing Properties Limited Partnership et
al.,  CV-00-4431,   Mobile  Apartments,  Ltd.  v.  Shearson  +  Related  Housing
Properties Limited Partnership et al., CV-00-4432,  and Zeigler Partners Ltd. v.
Shearson + Related Housing  Properties  Limited  Partnership et al.,  CV-00-4433
(collectively,   the   "Litigations").   The  Litigation   commenced  by  Mobile
Apartments,  Ltd. has been voluntarily dismissed by the plaintiff in favor of an
interpleader action described below.

The  plaintiffs  in each of the  Litigations  sold  their  interests  in certain
limited  partnerships  to the  Partnership.  The interests that were sold to the
Partnership  consisted  of  limited  partnerships  that own  low-income  housing
properties located in Mobile, Alabama (the "Alabama Limited Partnerships").  The
Complaints  allege that,  as payment for a portion of the purchase  price of the
Partnership's  acquired  interest  in  the  Alabama  Limited  Partnerships,  the
plaintiffs took a Purchase Money Note from the Partnership,  and the Partnership
pledged its right,  title and interest in the Alabama  Limited  Partnerships  as
security  for  the  Purchase  Money  Notes.  The  Complaints   allege  that  the
Partnership has defaulted in its obligations under the Purchase Money Notes, and
that the  plaintiffs  are  entitled to sell the  Partnership's  interests in the
Alabama Limited Partnerships and the underlying property to pay off the Purchase
Money Notes.

The Partnership has vigorously contested the Litigations, claiming that, among
other things, the Purchase Money Notes are not in default, that the Purchase
Money Note holder has breached his fiduciary duty to the Partnership as general
partner of the Alabama Limited Partnership, and that the Purchase Money Note
holder assigned 25% of the Purchase Money Notes to third parties who are not
joined in the Litigations. While the Partnership intends to continue to contest
the Litigations, because the Litigations are in their earliest stages and no
discovery has taken place, we are unable at this time to evaluate the likelihood
of an unfavorable outcome or whether the resulting liability, if any, would have
a material adverse effect on the financial condition of the Partnership.

In or about March 2001, Wallace, Jordan, Ratliff, and Brandt, L.L.C. ("Wallace
Jordan"), as Escrow Agents, commenced an interpleader action in the Circuit
Court of Jefferson County, Alabama entitled Wallace, Jordan, Ratliff, and
Brandt, LLC v. Shearson + Related Housing Properties Limited Partnership et al.,
CV -01-001155 (the "Interpleader Action"). The Interpleader Action seeks to
resolve competing claims to $125,000 which is held in escrow by Wallace Jordan
following the sale of the property known as Southbay, which was owned by the
Local Partnership known as New Jersey, Ltd. The Partnership does not expect to
have any liability as a result of the Interpleader Action because the action
seeks only to resolve the claims of $125,000 paid into Court; however, because
the Interpleader Action is in its earliest stages and no discovery has taken
place, management is unable at this time to evaluate the likelihood of an
unfavorable outcome or whether such an outcome would have a material adverse
effect on the financial condition of the Partnership.

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

No matters were submitted to a vote of security holders during the fiscal year
covered by this report through the solicitation of proxies or otherwise.

                                     PART II

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

At February 28, 2001, the Partnership had issued and outstanding 10,038 Limited
Partnership Interests, of which 5,019 are Initial Limited Partnership Interests
and 5,019 are Additional Limited Partnership Interests, each representing a
$5,000 capital contribution per unit to the Partnership, for aggregate gross
proceeds of $50,190,000. Additional Limited Partnership Interests are the
Limited Partnership Interests acquired upon the exercise of warrants or sold by
the Partnership upon the non-exercise of the warrants. The warrants are rights
granted pursuant to the Partnership Agreement as part of the purchase of an
Initial Limited Partnership Interest. No further issuance of Initial Limited
Partnership Interests or Additional Limited Partnership Interests is anticipated
and all warrants have expired. As of February 28, 2001, the Partnership had
4,356 registered holders of Limited Partnership Interests.

Limited Partnership Interests are not traded in any organized market. It is not
anticipated that any public market will develop for the purchase and sale of any
Limited Partnership Interests. Limited Partnership Interests may be transferred
only if certain requirements are satisfied, including that in the opinion of
counsel to the Partnership such transfer would not cause a termination of the
Partnership under Section 708 of the Internal Revenue Code and would not violate
any federal or state securities laws.

In March 2001 and 2000, distributions of approximately $511,000 and $994,000 and
$5,000 and $10,000 were paid to the limited partners and General Partners,
respectively, from net proceeds from the sale of properties (see Item 7. below).
Of the total distributions of approximately $516,000 and $1,004,000 for the
years ended February 28, 2001 and February 29, 2000, there was no return of
capital determined in accordance with U.S. generally accepted accounting
principles. As of March 2001, the aggregate amount of the distribution made
since the commencement of the offering representing a return of capital, in
accordance with generally accepted accounting principles, totaled approximately
$0. There are no material restrictions upon the Partnership's present or future
ability to make distributions in accordance with the provisions of the
Partnership Agreement. However, the Partnership has invested in Local
Partnerships owning Apartment Complexes which receive Government Assistance
under programs which in many instances restrict the cash return available to
owners. See Item 8, Note 11(i). The Partnership does not anticipate providing
cash distributions to its Limited Partners in circumstances other than
refinancing or sale.


<PAGE>


Item 6.  Selected Financial Data.

The information set forth below presents selected financial data of the
Partnership. Additional financial information is set forth in the audited
financial statements in Item 8 hereof.
<TABLE>
<CAPTION>


                                                Year Ended
                                                ----------
                        February      February    February    February     February
                        28,           29,         28,         28,          28,
OPERATIONS              2001          2000        1999         1998       1997
----------              ----          ----        ----         ----       ----

<S>                    <C>            <C>          <C>          <C>          <C>
Revenues               $16,831,588    $14,075,165  $35,823,217  $24,780,246  $37,586,529
Operating expenses
                        17,101,952    22,632,634  31,032,957  36,942,698   44,453,062
                        ----------    ----------  ----------  ----------   ----------
(Loss) income before      (270,364)   (8,557,469)  4,790,260  (12,162,452) (6,866,533)
  minority interest
  and extra-ordinary
  item
Minority interest in
  income of                 (2,300)       (1,430)   (424,099)   (102,344)     (18,466)
  subsidiaries              ------        ------    --------    --------      -------
(Loss) gain before        (272,664)   (8,558,899)  4,366,161  (12,264,796) (6,884,999)
  extra-ordinary item
Extraordinary
  item-forgiveness     $10,348,388   $26,725,364  $7,583,482 $21,447,564   $5,069,484
  of indebtedness       ----------    ----------   ---------  ----------    ---------
Net income (loss)    $10,075,724   $18,166,465 $11,949,643  $9,182,768  $(1,815,515)
                     ===========   =========== ===========  ==========  ===========
(Loss) gain before
  extra-ordinary      $        (27)   $     (844)   $    431  $   (1,209)     $  (679)
  item per limited
  partnership unit
Extraordinary item
  per limited                1,020         2,636         748       2,115          500
  partnership unit           -----         -----         ---       -----          ---
  partnership unit
Net gain (loss) per
  limited                 $    993    $    1,792   $   1,179     $   906     $   (179)
  partnership unit         =======       =======      ======      ======        =====



                                                 Year Ended
                                                 ----------
                         February      February    February    February     February
FINANCIAL POSITION       28,           29,         28,         28,          28,
                         2001          2000        1999         1998       1997
                         ----          ----        ----         ----       ----
Total assets           $37,735,134   $49,506,785 $74,790,559   $90,771,154   $110,362,021
                       ===========   =========== ===========   ===========   ============

Long-term obligations   $72,474,005   $93,199,151 $134,392,143 $156,769,256 $184,080,536
                        ===========   =========== ============ ============ ============

Total liabilities      $77,233,742   $98,569,533   $141,014,105 $166,092,977 $193,616,657
                       ===========   ===========   ============ ============ ============

Minority interest       $  33,648     $   28,932  $   30,399  $  167,391   $   80,374
                        =========     ==========  ==========  ==========   ==========
</TABLE>
During the years ended February 28, 1997, 1998, 1999, February 29, 2000, and
February 28, 2001 total assets decreased primarily due to the sale of properties
(see Item 8., Note 10), depreciation and a loss for the impairment of assets,
partially offset by an increase in cash and cash equivalents resulting from net
proceeds from the sales and net additions to property and equipment. Long-term
obligations and total liabilities decreased for the years ended February 28,
1996, 1997, 1998, 1999, February 29, 2000, and February 28, 2001 primarily due
to the repayment of and forgiveness of indebtedness on Purchase Money Notes,
mortgage notes payable and amounts due to selling partners as a result of the
sale of underlying properties, partially offset by accruals of interest on
Purchase Money Notes.


<PAGE>


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

Liquidity and Capital Resources
-------------------------------

General
-------

The Partnership's primary sources of funds are (i) cash distributions from
operations and cash distributions from sales of the Local Partnerships in which
the Partnership has invested, (ii) interest earned on funds, and (iii) cash in
working capital reserves. All these sources of funds are available to meet the
obligations of the Partnership.

During the fiscal year ended February 28, 2001, the property and the related
assets and liabilities owned by five Local Partnerships were sold to third
parties. Through the fiscal year ended February 28, 2001, the properties and the
related assets and liabilities owned by thirteen Local Partnerships were sold
and the Partnership's Local Partnership Interest in twelve other Local
Partnerships were sold.

The Partnership had a working capital reserve of approximately $1,200,000 (which
does not include approximately $516,000 of net proceeds from the sales of
properties which was distributed to the limited partners and General Partners in
March 2001) and $1,170,000 (which does not include approximately $1,004,000 of
net proceeds from the sale of properties which was distributed to the limited
partners and General Partners in March 2000) at February 28, 2001 and February
29, 2000, respectively. The working capital reserve is temporarily invested in
money market accounts which can be easily liquidated to meet obligations as they
arise. The General Partners believe that the Partnership's reserves, net
proceeds from future sales and future cash flow distributions will be adequate
for its operating needs, and plans to continue investing available reserves in
short-term investments. The General Partners fees are being paid currently other
than approximately $1,092,000 of Partnership management fees which were accrued
and continue to be deferred. In March 2001 and 2000, a distribution of
approximately $511,000 and $994,000, and $5,000 and $10,000 was paid to the
limited partners and General Partners, respectively, from net proceeds from the
sale of properties. None of the total distributions of approximately $516,000
and $1,004,000 for the years ended February 28, 2001 and February 29, 2000,
respectively, was deemed to be a return of capital in accordance with U.S.
generally accepted accounting principles.

During the fiscal year ended February 28, 2001, cash and cash equivalents of the
Partnership and its twenty-four consolidated Local Partnerships (including the
activity through the dates of sale for the five Local Partnerships noted above)
decreased approximately $954,000. This decrease was primarily due to costs paid
relating to sale of properties ($548,000), acquisition of property and equipment
($533,000), increases in mortgage escrows ($322,000), distributions
($1,004,000), payments of interest on purchase money notes ($118,000) and
principal payments of mortgage notes and purchase money notes ($12,681,000)
which exceeded proceeds from the sale of properties ($13,530,000) and cash
provided by operating activities ($720,000). Included in the adjustments to
reconcile the net income to cash provided by operating activities is gain on
sale of properties ($2,577,000), forgiveness of indebtedness income
($10,348,000) and depreciation ($1,606,000).

Cash flow distributions aggregating $196,814, $166,699 and $156,292 were made to
the Partnership in the fiscal years ended 2000, 1999 and 1998, respectively,
which does not include $5,397 escrow monies held for the Preservation Acts
program in the fiscal year ended 1998. Of such distributions, $118,246, $100,019
and $93,776, respectively, was used to pay interest on the Purchase Money Notes.
Distribution of proceeds from sales aggregating $5,988,453 and $2,493,720 were
made to the Partnership in the 2000 and 1999 Fiscal Years, respectively of which
$3,612,653 and $2,493,720, respectively, was used to pay principal and interest
on the Purchase Money Notes.

Purchase Money Notes
--------------------

For a discussion of Purchase Money Notes Payable, see Note 7 to the Financial
Statements.

Government Programs and Regulations
-----------------------------------

For a discussion of Government Programs and Regulations, see Item 1. Business.

Sales of Underlying Properties/Local Partnership Interests
----------------------------------------------------------

General
-------

The Partnership is currently in the process of winding up its operations and
disposing of its investments. It is anticipated that this process will take a
number of years. As of February 28, 2001, the Partnership has disposed of
twenty-five of its forty-four original investments. Five additional investments
are listed for sale and the General Partner anticipates that the fourteen
remaining investments will be listed for sale by December 31, 2002. There can be
no assurance as to when the Partnership will dispose of its last remaining
investments or the amount of proceeds which may be received. However, based on
the historical operating results of the Local Partnerships and the current
economic conditions including changes in tax laws, it is unlikely that the
proceeds from such sales will be sufficient to return the limited partners
original investment.

In order to facilitate an orderly disposition of the Partnership's assets, the
Partnership formed Trust I, a Massachusetts limited liability company which is
owned 99.99% by the Partnership and .01% by affiliates of Related; and, Trust
II, a Massachusetts general partnership which is owned 99% by GP II and 1% by GP
I. Both GP I and GP II are owned by the Partnership.

On December  30,  1998,  the  Partnership  contributed  its limited  partnership
interest in Bethany Glen Associates,  Westwood,  Ltd., Parktowne,  Ltd., Rolling
Meadows Apartments,  Ltd., Buena Vista Apartments,  Ltd. and Wingate Associates,
Ltd. to Trust I. On December 31, 1998, the  Partnership  contributed its limited
partnership     interests    in    Grandview-Blue     Ridge    Manor    Limited,
Breckenridge-Chaparral   Apartments  II,  Ltd.,  El  Paso-Gateway   East,  Ltd.,
Albequerque-Lafayette   Square   Apartments,   Ltd.,   Corpus   Christi-Oso  Bay
Apartments,  Ltd., Westgate  Associates Limited,  San Diego-Logan Square Gardens
Co., Ardmore-Rolling Meadows of Ardmore, Ltd., Fort Worth-Northwoods Apartments,
Ltd. and Stephenville-Tarleton Arms Apartments,  Ltd. to Trust II. In each case,
the interests were contributed  subject to each respective  Purchase Money Note.
The  contribution  did  not  involve  any   consideration   being  paid  to  the
Partnership,  therefore,  there was no tax effect to the limited partners of the
Partnership.

Information Regarding Disposition
---------------------------------

For a discussion of the sale of properties in which the Partnership owns direct
and indirect interest, see Note 10 to the Financial Statements.

For a discussion of contingencies affecting certain Local Partnerships, see
Results of Operations of Certain Local Partnerships below. Since the maximum
loss the Partnership would be liable for is its net investment in the respective
Local Partnerships, the resolution of the existing contingencies is not
anticipated to impact future results of operations, liquidity or financial
condition in a material way.

Except as described above, management is not aware of any trends or events,
commitments or uncertainties which have not otherwise been disclosed that will
or are likely to impact liquidity in a material way. Management believes the
only impact would be from laws that have not yet been adopted. The portfolio is
diversified by the location of the properties around the United States so that
if one area of the United States is experiencing downturns in the economy, the
remaining properties in the portfolio may be experiencing upswings. However, the
geographic diversification of the portfolio may not protect against a general
downturn in the national economy.

Results of Operations
---------------------

Property and equipment to be held and used are carried at cost which includes
the purchase price, acquisition fees and expenses, and any other costs incurred
in acquiring the properties. The cost of property and equipment is depreciated
over their estimated useful lives using accelerated and straight-line methods.
Expenditures for repairs and maintenance are charged to expense as incurred;
major renewals and betterments are capitalized. At the time property and
equipment are retired or otherwise disposed of, the cost and accumulated
depreciation are eliminated from the assets and accumulated depreciation
accounts and the profit or loss on such disposition is reflected in earnings. A
loss on impairment of assets is recorded when management estimates amounts
recoverable through future operations and sale of the property on an
undiscounted basis are below depreciated cost. At the time property investments
themselves are reduced to estimated fair value (generally using discounted cash
flows) when the property is considered to be impaired and the depreciated cost
exceeds estimated fair value.

At the time management commits to a plan to dispose of assets, said assets are
adjusted to the lower of carrying amount or fair value less costs to sell. These
assets are classified as property and equipment-held for sale and are not
depreciated. All property and equipment for subsidiary partnerships whose assets
and liabilities are under sales contracts are classified as assets held for
sale.

Through February 28, 2001, the Partnership has recorded approximately $8,889,000
as a loss on impairment of assets.

The following is a summary of the results of operations of the Partnership for
the Fiscal Years ended February 28, 2001, February 29, 2000 and February 28,
1999 (the 2000, 1999 and 1998 Fiscal Years, respectively).

The results of operations of the Partnership, as well as the Local Partnerships,
excluding gain on sale of property and forgiveness of indebtedness income,
remained fairly constant during the 2000, 1999 and 1998 Fiscal Years.
Contributing to the relatively stable operations at the Local Partnerships is
the fact that a large portion of the Local Partnerships are operating under
Government Assistance Programs which provide for rental subsidies and/or
reductions of mortgage interest payments under HUD Section 8 and Section 236
Programs. Currently, seven of the twenty-five Local Partnerships are receiving
rental subsidies and fifteen have mortgages with interest subsidies, which
reduce the effective interest rates to a range of 1% to 2% per annum.

The Partnership's primary source of income continues to be its portion of the
Local Partnership's operating results. The majority of Local Partnership income
continues to be in the form of rental income with the corresponding expenses
being divided among operations, depreciation, and mortgage interest. In
addition, the Partnership incurred interest expense relating to the Purchase
Money Notes issued when the Local Partnerships Interests were acquired.

The net income for the 2000, 1999 and 1998 Fiscal Years aggregated $10,075,724,
$18,166,465 and $11,949,643, respectively. These represent income per Limited
Partnership unit of $993, $1,792 and $1,179, respectively.

Excluding the 2000, 1999 and 1998 Fiscal Years in which the Partnership
generated passive income, the Partnership has met the investment objective of
generating tax benefits in the form of passive losses (which Limited Partners
may use to offset passive income from other sources). This passive income may be
offset by the carryforward of any unused passive losses from prior years;
however, to date the Partnership has been unable to provide cash distributions
to the Limited Partners other than from the proceeds of sale of underlying
properties.

2000 vs. 1999
-------------
Rental income decreased by approximately 25% during the 2000 Fiscal Year as
compared to the 1999 Fiscal Year. Excluding New Jersey, Westgate, Parktowne,
Westwood, Pacific Palm and Bethany Glen, which sold their properties and Canton
Commons, Golf Manor, Rosewood Manor, Warren Manor and Warren Woods, in which the
Partnership's interest was sold (collectively the "Sold Assets"), rental income
increased approximately 4% during the 2000 Fiscal Year as compared to the 1999
Fiscal Year primarily due to rental increases and decreases in vacancies at
several Local Partnerships.

A gain on sale of properties and forgiveness of indebtedness was recorded in the
2000 Fiscal Year (see Notes 10 and 11, respectively, in Item 8. Financial
Statements and Supplemental Data).

Total expenses, excluding Sold Assets and loss on impairment of assets remained
fairly consistent with a decrease of less than 1% for the 2000 Fiscal Year as
compared to the 1999 Fiscal Year.

Administrative and management,  administrative and  management-related  parties,
operating,  repairs  and  maintenance,   taxes  and  insurance,   financial  and
depreciation  expense  decreased  approximately  $907,000,  $364,000,  $409,000,
$1,139,000, $646,000, $1,006,000 and $963,000, respectively, for the 2000 Fiscal
Year as compared to the 1999 Fiscal Year. Excluding the Sold Assets, and Zeigler
Boulevard Ltd, Eastwyck III, Ltd.,  Rolling Meadows  Apartments,  Ltd.,  Wingate
Associates Limited and Buena Vista Manor Apartments, Ltd. for depreciation only,
such  expenses  remained  fairly   consistent  with  increases   (decreases)  of
approximately  ($309,000),  ($3,000),  $107,000,  $166,000,  $67,000, $2,000 and
($31,000), respectively, for the 2000 Fiscal Year as compared to the 1999 Fiscal
Year. Zeigler Boulevard Ltd., Eastwyck III, Ltd, Rolling Meadows Apartment Ltd.,
Wingate  Associates  Limited  and Buena  Vista Manor  Apartments,  Ltd.  are not
depreciated  during the period  because they are  classified  as assets held for
sale

A loss on impairment of assets was recorded in the 1999 Fiscal Year (see Note 4
in Item 8. Financial Statements and Supplemental Data).

1999 vs. 1998
-------------
Rental income decreased by approximately 20% during the 1999 Fiscal Year as
compared to the 1998 Fiscal Year. Excluding Country, Northbrook III, Riverside,
Cudahy and Bethany Glen, which sold their properties and Town and Country,
Canton Commons, Golf Manor, Rosewood Manor, Warren Manor and Warren Woods, in
which the Partnership's interest was sold (collectively the "Sold Assets"),
rental income decreased approximately 1% during the 1999 Fiscal Year as compared
to the 1998 Fiscal Year primarily due to an increase in vacancies at one Local
Partnership.

A loss on sale of properties and forgiveness of indebtedness was recorded in the
1999 Fiscal Year (see Notes 10 and 11, respectively, in Item 8. Financial
Statements and Supplemental Data).

Total expenses, excluding Sold Assets, administrative and management and loss on
impairment of assets remained fairly consistent with a decrease of less than 1%
for the 1999 Fiscal Year as compared to the 1998 Fiscal Year.

Administrative and management increased by approximately 7% during the 1999
Fiscal Year as compared to the 1998 Fiscal Year. Excluding the Sold Assets, such
expenses increased approximately 23% during the 1999 Fiscal Year as compared to
the 1998 Fiscal Year primarily due to increases in legal fees incurred by the
Partnership and the amortization of the Purchase Money Note extension fees.

Administrative   and   management-related   parties,   operating,   repairs  and
maintenance,  taxes and insurance,  financial and depreciation expense decreased
approximately  $331,000,   $600,000,   $1,196,000,   $651,000,   $1,217,000  and
$1,575,000,  respectively,  for the 1999  Fiscal  Year as  compared  to the 1998
Fiscal Year.  Excluding the Sold Assets,  and Pacific Palms,  Zeigler  Boulevard
Ltd, New Jersey, Ltd., Eastwyck III, Ltd., Westwood Apartments Ltd.,  Parktowne,
Ltd., Rolling Meadows Apartments, Ltd., Westgate Associates, Limited and Wingate
Associates   Limited  for  depreciation  only,  such  expenses  remained  fairly
consistent  with  increases  (decreases)  of  approximately  $4,000,  ($58,000),
$43,000,  ($8,000),  ($46,000) and ($6,000),  respectively,  for the 1999 Fiscal
Year as compared to the 1998 Fiscal Year. Pacific Palms, Zeigler Boulevard Ltd.,
New Jersey Ltd.,  Eastwyck III, Ltd., Westood  Apartments Ltd.,  Parktowne Ltd.,
Rolling  Meadows  Apartment  Ltd.,  Westgate  Associates,  Limited  and  Wingate
Associates,  Limited  are not  depreciated  during the period  because  they are
classified as assets held for sale.

A loss on impairment of assets was recorded in the 1999 Fiscal Year (see Note 4
in Item 8. Financial Statements and Supplemental Data).

Results of Operations of Certain Local Partnerships
---------------------------------------------------

Caddo Parish-Villas South, Ltd.
-------------------------------
Caddo Parish-Villas South, Ltd. ("Villas South") continues to be in default of
its original mortgage agreement. Until November 1995, the project operated under
a provisional workout agreement with HUD. During November 1995, the mortgage
note was sold to a conventional mortgagee. These items raise substantial doubt
about Villas South's ability to continue as a going concern. Villas South is in
the process of trying to renegotiate the terms of the notes with the new
mortgage holders, but there can be no assurance that the renegotiation will be
successful. Villas South filed for protection under Chapter 11 of the United
States Bankruptcy Code on November 12, 1996 and the equivalent of a receiver has
been appointed. The Partnership's investment in Villas South was approximately
$0 at both February 28, 2001 and February 29, 2000, respectively, and the
minority interest balance was zero at each date. Villas South's net loss after
minority interest amounted to approximately $0, $0 and $3,136,923, for the 2000,
1999 and 1998 Fiscal Years, respectively. Accordingly, for the Fiscal Year ended
February 28, 1999 a loss on impairment in the amount of $3,191,072 was
recognized. As of February 28, 1999, the building was written down to zero.

Char-Mur Apartments, Ltd.
-------------------------
During the year ended December 31, 2000, Char-Mur Apartments, Ltd. ("Char-Mur ")
incurred a net loss of approximately $43,000 and, as of that date, the local
partnership's total current liabilities exceeded its total current assets by
approximately $168,000. These factors, among others, raise substantial doubt
about the partnership's ability to continue as a going concern. Char-Mur's
continuation as a going concern is dependent upon its ability to generate
sufficient cash flow to meet its obligations on a timely basis, to comply with
the terms of its mortgage, to obtain additional capital contributions from
partners, and ultimately, to attain successful operations. Management is making
all efforts possible to increase the occupancy and the rental income of the
project and to make the necessary improvements to enhance the property, in an
attempt to improve Char-Mur's cash flow. The Partnership's investment in
Char-Mur was approximately $122,000 and $164,000 at February 28, 2001 and
February 29, 2000, respectively, and the minority interest balance was zero at
each date. Char-Mur's net loss after minority interest amounted to approximately
$43,000, $18,000 and $39,000 for the 2000, 1999 and 1998 Fiscal Years,
respectively. Subsequently on March 16, 2001, the property and the related
assets and liabilities of Char-Mur were sold (see Note 12).

San Diego - Logan Square Gardens Company
----------------------------------------
As of December 31, 2000, San Diego - Logan Square Gardens Company ("Logan
Square") has a bank overdraft of $157,906. Logan Square has experienced negative
cash flow for the past several years. These conditions create an uncertainty as
to Logan Square's ability to continue as a going concern. Management of Logan
Square has taken certain steps intended to improve Logan Square's cash position
and restore profitability, including making repairs to the property and
obtaining approval from HUD for a rent increase. The ability of Logan Square to
continue as a going concern is dependent upon the success of these actions. The
financial statements do not include any adjustments relating to the
recoverability of recorded asset amounts or the amount of liabilities that might
be necessary should the project be unable to continue as a going concern. The
Partnership's investment in Logan Square was approximately $1,248,000 and
$1,501,000 at February 28, 2001 and February 29, 2000, respectively, and the
minority interest balance was zero at each date. Logan Square's net loss after
minority interest amounted to approximately $233,000, $150,000 and $56,000 for
the 2000, 1999 and 1998 Fiscal Years, respectively.

Other
-----

The Local General Partner of Grandview-Blue  Ridge Manor,  Ltd.,  Oakland-Keller
Plaza,  Country,   Ltd.,   Stephenville-Tarleton   Arms  Apartments,   Ltd.,  El
Paso-Gateway  East,  Ltd.,  Breckenridge-Chaparral  Apartments II, Ltd.,  Corpus
Christi-Oso  Bay  Apartments,  Ltd.,  Oklahoma  City-Town  and  Country  Village
Apartments,  Ltd., Ardmore-Rolling Meadows of Ardmore, Ltd., Caddo Parish-Villas
South, Ltd.,  Albuquerque-Lafayette  Square Apartments,  Ltd. and San Diego-Loan
Square Gardens  Company passed away. The coexecutors of his estate are currently
acting  on his  behalf  until a  successor  can be  named  (see  Item  3.  Legal
Proceedings).

The Partnership's investment, as a limited partner in the Local Partnerships, is
subject to the risks incident to the potential losses arising from management
and ownership of improved real estate. The Partnership's investments could also
be adversely affected by poor economic conditions generally, which could
increase vacancy levels, rental payment defaults, and increased operating
expenses, any or all of which could threaten the financial viability of one or
more of the Local Partnerships.

There are also substantial risks associated with the operation of Apartment
Complexes receiving Government Assistance. These include governmental
regulations concerning tenant eligibility, which may make it more difficult to
rent apartments in the complexes; difficulties in obtaining government approval
for rent increases; limitations on the percentage of income which low and
moderate-income tenants may pay as rent; the possibility that Congress may not
appropriate funds to enable HUD to make the rental assistance payments it has
contracted to make; and that when the rental assistance contracts expire there
may not be market demand for apartments at full market rents in a Local
Partnership's Apartment Complex.

The Local Partnerships are impacted by inflation in several ways. Inflation
allows for increases in rental rates generally to reflect the impact of higher
operating and replacement costs. Inflation generally does not impact the fixed
long-term financing under which real property investments were purchased.
Inflation also affects the Local Partnerships adversely by increasing operating
costs, particularly items such as fuel, utilities and labor. However, continued
inflation should allow for appreciated values of the Local Partnerships'
Apartment Complexes over a period of time as rental revenues and replacement
costs continue to increase, the benefit of which may be recognized at the point
in time when the Partnership is required to refinance or sell its investments in
Local Partnerships in order to meet its obligations under the Purchase Money
Notes.

Item 7A.  Quantitative and Qualitative Disclosures About Market Risk

None.



<PAGE>
<TABLE>
<CAPTION>


Item 8.  Financial Statements and Supplementary Data.
                                                                                Sequential
                                                                                   Page
                                                                                   ----
(a) 1.   Financial Statements

<S>                                                                                  <C>
         Independent Auditors' Report                                                27

         Consolidated Balance Sheets at February 28, 2001 and February 29, 2000      112

         Consolidated Statements of Income for the Years Ended February 28,
         2001, February 29, 2000 and February 28, 1999                               113

         Consolidated  Statements  of  Partners'  Deficit for the Years Ended
         February  28,  2001,  February  29, 2000 and February 28, 1999              114

Consolidated  Statements  of Cash Flows for the Years Ended  February  28, 2001,
February 29, 2000 and February 28, 1999                                              115

         Notes to Consolidated Financial Statements                                  118

</TABLE>

<PAGE>


                          INDEPENDENT AUDITORS' REPORT

To the Partners of
Cambridge + Related Housing Properties Limited Partnership and Subsidiaries

We have audited the consolidated balance sheets of Cambridge + Related Housing
Properties Limited Partnership and Subsidiaries as of February 28, 2001 and
February 29, 2000, and the related consolidated statements of income, partners'
deficit, and cash flows for the years ended February 28, 2001, February 29, 2000
and February 28, 1999 (the 2000, 1999 and 1998 Fiscal Years, respectively).
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 for 24
(2000 Fiscal Year), 29 (1999 Fiscal Year) and 32 (1998 Fiscal Year) subsidiary
partnerships whose income (losses) constituted $1,221,181, ($6,455,621) and
($1,888,891) of the Partnership's net income (loss) during the 2000, 1999 and
1998 Fiscal Years, respectively, and whose assets constituted 93% (2000 Fiscal
Year) and 89% (1999 Fiscal Year) of the Partnership's assets at February 28,
2001 and February 29, 2000, presented in the accompanying consolidated financial
statements. The financial statements for 23 (2000 Fiscal Year), 28 (1999 Fiscal
Year) and 31 (1998 Fiscal Year) of these subsidiary partnerships were audited by
other auditors whose reports thereon have been furnished to us, and our opinion
expressed herein, insofar as it relates to the amounts included for these
subsidiary partnerships, is based solely upon the reports of the other auditors.
The financial statements of one (2000, 1999 and 1998 Fiscal Years) of these
subsidiary partnerships were unaudited.

We conducted our audits in accordance with U.S. 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, based upon our audits, and the reports of the other auditors,
the accompanying consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Cambridge + Related
Housing Properties Limited Partnership and Subsidiaries at February 28, 2001 and
February 29, 2000, and the results of their operations, and their cash flows for
the years ended February 28, 2001, February 29, 2000 and February 28, 1999, in
conformity with U.S. generally accepted accounting principles.

As discussed in Note 10, the Partnership is currently in the process of winding
up its operations and disposing of its investments. It is anticipated that this
process will take a number of years.

As discussed in Note 11(a), one subsidiary partnership is in default of its
mortgage agreement and two other subsidiary partnerships have incurred losses
and their current liabilities exceed current assets. This raises substantial
doubt about these subsidiary partnerships' abilities to continue as going
concerns. The financial statements for one of these subsidiary partnerships were
unaudited and the auditors for the other subsidiary partnerships modified their
reports due to the uncertainty of the abilities of the subsidiary partnerships
to continue in existence. In addition, during the 2000 Fiscal Year three
subsidiary partnerships adopted plans to sell their properties and liquidate in
lieu of continuing their businesses. As a result, the financial statements for
these three subsidiary partnerships are presented on the liquidating basis of
accounting. Such subsidiary partnerships' assets aggregated $6,791,125 at
February 28, 2001. The consolidated financial statements do not include any
adjustments that might result from the outcome of these uncertainties.

As discussed in Note 7, the principal and all accrued interest on the purchase
money notes became due during 1998 to 1999. The Partnership exercised its option
to extend the maturity of such notes for three to five years. The Partnership
expects that upon final maturity it will be required to refinance or sell its
investments in the subsidiary partnerships in order to pay the purchase money
notes and related interest obligations. It is uncertain as to whether the
proceeds from such sales will be sufficient to meet the outstanding balances of
the purchase money notes and accrued interest thereon. The consolidated
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

TRIEN ROSENBERG ROSENBERG
WEINBERG CIULLO & FAZZARI, LLP

New York, New York
May 10, 2001



<PAGE>



[LETTERHEAD OF BROWDER & ASSOCIATES, P.C.]

Independent Auditor's Report

To the Partners of
Town & Country Village Apartments, Ltd.
Oklahoma City, Oklahoma

We have audited the accompanying balance sheet of Town & Country Village
Apartments, Ltd. (the Project), as of January 15, 1998, and the related
statements of profit and loss, changes in partners' equity, and cash flows for
the period January 1, 1998 through January 15, 1998. 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.

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 the Project as of January 15,
1998 and the results of its operations, changes in partners' equity and cash
flows for the year then ended in conformity with generally accepted accounting
principles.

The accompanying financial statements have been prepared assuming that the
Project will continue as a going concern. As discussed in the Notes to the
Financial Statements, the Project is not in compliance with the terms of its
original mortgage loan agreement, and has discontinued making payments on the
loan. A receiver has been appointed to preserve and protect the mortgaged
property pending foreclosure. These conditions raise substantial doubt about its
ability to continue as a going concern. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.

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

/s/ Browder & Associates, P.C.
Audit Principal: E.O. Browder, Jr.
Birmingham, Alabama
Federal Employer Identification Number: 63-0986156
October 12, 1998



<PAGE>



[Letterhead of Reznick Fedder & Silverman]

INDEPENDENT AUDITORS' REPORT

To the Partners
New Jersey, Ltd.

We  have  audited  the  accompanying  statement  of  changes  in net  assets  in
liquidation  of New  Jersey,  Ltd.  as of  December  31,  2000.  This  financial
statement  is  the   responsibility   of  the  partnership's   management.   Our
responsibility is to express an opinion on this financial statement 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 statement is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statement. 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 statement referred to above present
fairly, in all material respects, the changes in net assets in liquidation for
the year ended December 31, 2000 in conformity with generally accepted
accounting principles.

As described in note A to the financial statement, effective as of June 19,
2000, the partnership adopted a plan to sell the rental property and liquidate
the partnership in lieu of continuing the business. On December 20, 2000, the
partnership sold the rental property. As a result, the partnership's financial
statement is presented on the liquidation basis of accounting.

Our audit was made for the purpose of forming an opinion on the basic financial
statement taken as a whole. The supplemental information on pages 8 through 10
is presented for purposes of additional analysis and is not a required part of
the basic financial statement. 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/ Reznick Fedder & Silverman

Bethesda, Maryland
February 2, 2001


<PAGE>



[Letterhead of Reznick Fedder & Silverman]

INDEPENDENT AUDITORS' REPORT

To the Partners
New Jersey, Ltd.

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

We 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 New Jersey, Ltd., as of
December 31, 1999 and the results of its operations, the changes in partners'
equity (deficit) and its cash flows for the year then ended, in conformity with
generally accepted accounting principles.

Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The supplemental information on pages 20 through 24
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 and the "Consolidated Audit
Guide for Audits of HUD Programs," we have also issued reports dated January 5,
2000 on our consideration of New Jersey, Ltd.'s internal control and on its
compliance with specific requirements applicable to major HUD programs and fair
housing and non-discrimination.

/s/ Reznick Fedder & Silverman
Lead Auditor: Philip A. Weitzel
Boston, Massachusetts
Taxpayer Identification Number: 52-1088612
January 25, 2000




<PAGE>



[Letterhead of Reznick Fedder & Silverman]

INDEPENDENT AUDITORS' REPORT

To the Partners
New Jersey, Ltd.

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

We 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 New Jersey, Ltd., as of
December 31, 1998 and the results of its operations, the changes in partners'
equity (deficit) and its cash flows for the year then ended, in conformity with
generally accepted accounting principles.

Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The supplemental information on pages 21 through 24
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 and the "Consolidated Audit
Guide for Audits of HUD Programs," we have also issued reports dated February 4,
1999 on our consideration of New Jersey, Ltd.'s internal control and on its
compliance with specific requirements applicable to major and nonmajor HUD
programs and fair housing and non-discrimination.

/s/ Reznick Fedder & Silverman
Lead Auditor: Philip A. Weitzel
Boston, Massachusetts
Taxpayer Identification Number: 52-1088612
February 4, 1999



<PAGE>



[Letterhead of Reznick Fedder & Silverman]

INDEPENDENT AUDITORS' REPORT

To the Partners
Zeigler Boulevard, Ltd.

We have audited the accompanying balance sheet of Zeigler Boulevard, Ltd. as of
December 31, 2000, 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 Zeigler Boulevard, Ltd., as of
December 31, 2000, and the results of its operations, the changes in partners'
equity and its cash flows for the year then ended, in conformity with generally
accepted accounting principles.

Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The supplemental information on pages 21 through 25
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 and the "Consolidated Audit
Guide for Audits of HUD Programs," we have also issued reports dated March 14,
2001 on our consideration of Zeigler Boulevard, Ltd's internal
control and on its compliance with specific requirements applicable to major HUD
programs and fair housing and non-discrimination. Those reports are an integral
part of an audit performed in accordance with Government Auditing Standards and
should be read in conjunction with this report in considering the results of our
audit.

/s/ Reznick Fedder & Silverman
Lead Auditor: Stephen Shumrak
Bethesda, Maryland
Taxpayer Identification Number: 52-1088612
March 14, 2001



<PAGE>



[Letterhead of Reznick Fedder & Silverman]

INDEPENDENT AUDITORS' REPORT

To the Partners
Zeigler Boulevard, Ltd.

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

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

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

Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The supplemental information on pages 20 through 24
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 and the "Consolidated Audit
Guide for Audits of HUD Programs," we have also issued reports dated January 27,
2000 on our consideration of Zeigler Boulevard, Ltd's internal control and on
its compliance with specific requirements applicable to major HUD programs and
fair housing and non-discrimination.

/s/ Reznick Fedder & Silverman
Lead Auditor: Philip A. Weitzel
Boston, Massachusetts
Taxpayer Identification Number: 52-1088612
January 27, 2000



<PAGE>



[Letterhead of Reznick Fedder & Silverman]

INDEPENDENT AUDITORS' REPORT

To the Partners
Zeigler Boulevard, Ltd.

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

We 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 Zeigler Boulevard, Ltd., as of
December 31, 1998, and the results of its operations, the changes in partners'
equity (deficit) and its cash flows for the year then ended, in conformity with
generally accepted accounting principles.

Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The supplemental information on pages 20 through 24
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 and the "Consolidated Audit
Guide for Audits of HUD Programs," we have also issued reports dated February 4,
1999 on our consideration of Zeigler Boulevard, Ltd's internal control and on
its compliance with specific requirements applicable to major and non-major HUD
programs and fair housing and non-discrimination.

/s/ Reznick Fedder & Silverman
Lead Auditor: Philip A. Weitzel
Boston, Massachusetts
Taxpayer Identification Number: 52-1088612
February 4, 1999



<PAGE>



[Letterhead of Reznick Fedder & Silverman]

INDEPENDENT AUDITORS' REPORT

To the Partners
Eastwyck III, Ltd.

We have audited the accompanying balance sheet of Eastwyck III, Ltd., as of
December 31, 2000, and the related statements of operations, partners' equity
(deficit) and cash flows for the year then ended. These financial statements are
the responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audit.

We 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 Eastwyck III, Ltd., as of
December 31, 2000, and the results of its operations, the changes in partners'
equity (deficit) and its cash flows for the year then ended, in conformity with
generally accepted accounting principles.

Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The supplemental information on pages 20 through 23
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, and the "Consolidated Audit
Guide for Audits of HUD Programs," we have also issued reports dated March 14,
2001 on our consideration of Eastwyck III, Ltd.'s internal control and on its
compliance with specific requirements applicable to major HUD
programs and fair housing and non-discrimination. Those reports are an integral
part of an audit performed in accordance with Government Auditing Standards and
should be read in conjunction with this report in considering the results of our
audit.

/s/ Reznick Fedder & Silverman
Lead Auditor: Stephen Shumrak
Bethesda, Maryland
Taxpayer Identification Number: 52-1088612
March 14, 2001



<PAGE>



[Letterhead of Reznick Fedder & Silverman]

INDEPENDENT AUDITORS' REPORT

To the Partners
Eastwyck III, Ltd.

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

We 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 Eastwyck III, Ltd., as of
December 31, 1999, and the results of its operations, the changes in partners'
equity (deficit) and its cash flows for the year then ended, in conformity with
generally accepted accounting principles.

Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The supplemental information on pages 20 through 23
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, and the "Consolidated Audit
Guide for Audits of HUD Programs," we have also issued reports dated January 24,
2000 on our consideration of Eastwyck III, Ltd.'s internal control and on its
compliance with specific requirements applicable to major HUD programs and fair
housing and non-discrimination.

/s/ Reznick Fedder & Silverman
Lead Auditor: Philip A. Weitzel
Boston, Massachusetts
Taxpayer Identification Number: 52-1088612
January 24, 2000





<PAGE>



[Letterhead of Reznick Fedder & Silverman]

INDEPENDENT AUDITORS' REPORT

To the Partners
Eastwyck III, Ltd.

We have audited the accompanying balance sheet of Eastwyck III, Ltd., 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 Eastwyck III, Ltd., as of
December 31, 1998, and the results of its operations, the changes in partners'
equity and its cash flows for the year then ended, in conformity with generally
accepted accounting principles.

Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The supplemental information on pages 20 through 24
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, and the "Consolidated Audit
Guide for Audits of HUD Programs," we have also issued reports dated February 4,
1999 on our consideration of Eastwyck III, Ltd.'s internal control and on its
compliance with specific requirements applicable to major HUD programs and fair
housing and non-discrimination.

/s/ Reznick Fedder & Silverman
Lead Auditor: Philip A. Weitzel
Boston, Massachusetts
Taxpayer Identification Number: 52-1088612
February 4, 1999



<PAGE>


[Letterhead of Browder & Associates, P.C.]

Independent Auditor's Report

To the Partners of
Breckenridge-Chaparral Apartments II, Ltd.
Breckenridge, Texas

We  have  audited  the  accompanying  balance  sheet  of  Breckenridge-Chaparral
Apartments II, Ltd. (the Project),  Project No.  113-44016-LD as of December 31,
2000, and the related  statements of profit and loss, changes in owners' equity,
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.

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 the Project as of December 31,
2000 and the results of its operations, changes in owners' equity and cash flows
for the year then ended in conformity with generally accepted accounting
principles.

In accordance with Government Auditing Standards and the Consolidated Audit
Guide for HUD Programs issued by the U.S. Department of Housing and Urban
Development, we have also issued a report dated January 15, 2001 on our
consideration of the Project's internal controls and reports dated January 15,
2001 on its compliance with laws and regulations applicable to the basic
financial statements, specific requirements applicable to the major HUD program,
specific requirements applicable to the nonmajor HUD program, and specific
requirements applicable to Fair Housing and Non-Discrimination. Those reports
are an integral part of an audit performed in accordance with Government
Auditing Standards and should be read in conjunction with this report in
considering the results of our audit.

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

/s/ Browder & Associates, P.C.
Audit Principal: E.O. Browder, Jr.
Birmingham, Alabama
Federal Employer Identification Number: 63-0986156
January 15, 2001


<PAGE>



[Letterhead of Browder & Associates, P.C.]

Independent Auditor's Report

To the Partners of
Breckenridge-Chaparral Apartments II, Ltd.
Breckenridge, Texas

We  have  audited  the  accompanying  balance  sheet  of  Breckenridge-Chaparral
Apartments II, Ltd. (the Project),  Project No.  113-44016-LD as of December 31,
1999, and the related  statements of profit and loss, changes in owners' equity,
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.

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
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 the Project as of December 31,
1999 and the results of its operations, changes in owners' equity and cash flows
for the year then ended in conformity with generally accepted accounting
principles.

In accordance with Government Auditing Standards and the Consolidated Audit
Guide for Audits of HUD Programs issued by the U.S. Department of Housing and
Urban Development, we have also issued a report dated January 17, 2000 on our
consideration of the Project's internal controls and reports dated January 17,
2000 on its compliance with laws and regulations applicable to the basic
financial statements, specific requirements applicable to the major HUD program,
specific requirements applicable to the nonmajor FIUD program, and specific
requirements applicable to Fair Housing and Non-Discrimination.

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

/s/ Browder & Associates, P.C.
Audit Principal: E.O. Browder, Jr.
Birmingham, Alabama
Federal Employer Identification Number: 63-0986156
January 17, 2000


<PAGE>



[Letterhead of Browder & Associates, P.C.]

Independent Auditor's Report

To the Partners of
Breckenridge-Chaparral Apartments II, Ltd.
Breckenridge, Texas

We have audited the accompanying balance sheet of Breckenridge-Chaparral
Apartments II, Ltd. (the Project), as of December 31, 1998, and the related
statements of profit and loss, changes in partners' equity, 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.

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 the Project as of December 31,
1998 and the results of its operations, changes in partners' equity and cash
flows for the year then ended in conformity with generally accepted accounting
principles.

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

/s/ Browder & Associates, P.C.
Audit Principal: E.O. Browder, Jr.
Birmingham, Alabama
Federal Employer Identification Number: 63-0986156
January 19, 1999



<PAGE>



[Letterhead of Reznick Fedder & Silverman]

INDEPENDENT AUDITORS' REPORT

To the Partners
Country, Ltd.

We have audited the accompanying balance sheet of Country, Ltd. as of March 31,
1998, and the related statements of operations, partners' equity and cash flows
for the three months 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 Country, Ltd., as of March 31,
1998, and the results of its operations and its cash flows for the three months
then ended, in conformity with generally accepted accounting principles.

/s/ Reznick Fedder & Silverman
Boston, Massachusetts
May 7, 1998


<PAGE>



[Letterhead of Reznick, Fedder & Silverman]

INDEPENDENT AUDITORS' REPORT

To the Partners
Westwood Apartments Company, Ltd.

We have audited the accompanying statement of changes in net assets in
liquidation of Westwood Apartments Company, Ltd. for the year ended December 31,
2000. This financial statement is the responsibility of the partnership's
management. Our responsibility is to express an opinion on this financial
statement 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 statement referred to above present
fairly, in all material respects, the changes in net assets in liquidation for
the year ended December 31, 2000, in conformity with generally accepted
accounting principles.

As described in note A to the financial statement, during 1999, the partnership
adopted a plan to sell the rental property and liquidate the partnership in lieu
of continuing the business. On September 14, 2000, the partnership sold the
rental property. As a result, the partnership's financial statement is presented
on the liquidation basis of accounting.

Our audit was made for the purpose of forming an opinion on the basic financial
statement taken as a whole. The supplemental information on pages 8 through 10
is presented for purposes of additional analysis and is not a required part of
the basic financial statement. Such information has been subjected to the
auditing procedures applied in the audit of the basic financial statement and,
in our opinion, is fairly stated in all material respects in relation to the
basic financial statement taken as a whole.

/s/ Reznick Fedder & Silverman
Bethesda, Maryland
January 15, 2001


<PAGE>



[Letterhead of Reznick, Fedder & Silverman]

INDEPENDENT AUDITORS' REPORT

To the Partners
Westwood Apartments Company, Ltd.

We have audited the accompanying statement of net assets in liquidation of
Westwood Apartments Company, Ltd. as of December 31, 1999, and the related
statement of changes in net assets in liquidation 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.

As discussed in note A to the financial statements, during 1999, the partnership
adopted a plan to sell the rental property and liquidate the partnership in lieu
of continuing the business. As a result, the partnership's financial statements
are presented on the liquidation basis of accounting.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets in liquidation of Westwood
Apartments Company, Ltd. as of December 31, 1999, and the changes in net assets
in liquidation for the year then ended, in conformity with generally accepted
accounting principles.

As described in note A to the financial statements, there is a letter of intent
to purchase the property.

Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The supplemental information on pages 11 through 13
is presented for purposes of additional analysis and is not a required part of
the basic financial statements. Such information has been subjected to the
auditing procedures applied in the 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/ REZNICK FEDDER & SILVERMAN
Bethesda, Maryland
February 8, 2000




<PAGE>



[REZNICK FEDDER & SILVERMAN-LETTERHEAD]

INDEPENDENT AUDITORS' REPORT

To the Partners
Westwood Apartments Company, Ltd.

We have audited the accompanying balance sheets of Westwood Apartments Company,
Ltd. as of December 31, 1998 and 1997, and the related statements of revenue and
expenses, 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. 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 Westwood Apartments Company,
Ltd. as of December 31, 1998 and 1997, and the results of its operations, the
changes in partners' capital 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 basic
financial statements taken as a whole. The supplemental information on pages 13
through 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.

The accompanying financial statements have been prepared assuming that the
partnership will continue as a going concern. As discussed in note B to the
financial statements, low occupancy levels have resulted in operating losses and
cash flow deficits which raise substantial doubt about the partnership's ability
to continue as a going concern. Management's plans in regard to these matters
are also described in note B. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

/S/ REZNICK FEDDER & SILVERMAN
Bethesda, Maryland
January 29, 1999



<PAGE>



[Letterhead of Reznick Fedder & Silverman]

INDEPENDENT AUDITORS' REPORT

To the Partners
Parktowne, Ltd.

We have audited the accompanying statement of changes in net assets in
liquidation of Parktowne, Ltd. as of December 31, 2000. This financial statement
is the responsibility of the partnership's management. Our responsibility is to
express an opinion on this financial statement 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 statement is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statement. 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 statement referred to above present
fairly, in all material respects, the changes in net assets in liquidation for
the year ended December 31, 2000, in conformity with generally accepted
accounting principles.

As described in note A to the financial statement, during 1999, the partnership
adopted a plan to sell the rental property and liquidate the partnership in lieu
of continuing the business. On September 14, 2000, the partnership sold the
rental property. As a result, the partnership's financial statement is presented
on the liquidation basis of accounting.

Our audit was made for the purpose of forming an opinion on the basic financial
statement taken as a whole. The supplemental information on pages 8 through 10
is presented for purposes of additional analysis and is not a required part of
the basic financial statement. Such information has been subjected to the
auditing procedures applied in the audit of the basic financial statement and,
in our opinion, is fairly stated in all material respects in relation to the
basic financial statement taken as a whole.

/s/ Reznick Fedder & Silverman
Bethesda, Maryland
January 16, 2001



<PAGE>



[Letterhead of Reznick Fedder & Silverman]

INDEPENDENT AUDITORS' REPORT

To the Partners
Parktowne, Ltd.

We have audited the accompanying statement of net assets in liquidation of
Parktowne, Ltd. as of December 31, 1999, and the related statement of changes in
net assets in liquidation 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.

As discussed in note A to the financial statements, during 1999, the partnership
adopted a plan to sell the rental property and liquidate the partnership in lieu
of continuing the business. As a result, the partnership's financial statements
are presented on the liquidation basis of accounting.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets in liquidation of Parktowned,
Ltd. as of December 31, 1999, and the changes in net assets in liquidation for
the year then ended, in conformity with generally accepted accounting
principles.

As discussed in note A to the financial statements, there is a letter of intent
to purchase the property.

Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The supplemental information on pages 11 through 13
is presented for purposes of additional analysis and is not a required part of
the basic financial statements. Such information has been subjected to the
auditing procedures applied in the 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/ Reznick Fedder & Silverman
Bethesda, Maryland
February 8, 2000


<PAGE>



[Letterhead of Reznick Fedder & Silverman]

INDEPENDENT AUDITORS' REPORT

To the Partners
Parktowne, Ltd.

We have audited the accompanying balance sheets of Parktowne, Ltd. as of
December 31, 1998 and 1997, and the related statements of revenue and expenses,
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. 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 Parktowne, Ltd. as of December
31, 1998 and 1997, and the results of its operations, the changes in partners'
capital 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 basic
financial statements taken as a whole. The supplemental information on pages 11
through 13 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. Such information has been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.

/s/ Reznick Fedder & Silverman
Bethesda, Maryland
January 28, 1999



<PAGE>


[Letterhead of Browder & Associates, P.C.]

Independent Auditor's Report

To the Partners of
Corpus Christi-Oso Bay Apartments, Ltd.
Corpus Christi, Texas

We have  audited  the  accompanying  balance  sheet of  Corpus  Christi-Oso  Bay
Apartments,  Ltd. (the Project),  Project No. 115-44129-LDP,  as of December 31,
2000, and the related  statements of profit and loss, changes in owners' equity,
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.

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 the Project as of December 31,
2000 and the results of its operations, changes in owners' equity and cash flows
for the year then ended in conformity with generally accepted accounting
principles.

In accordance with Government Auditing Standards and the Consolidated Audit
Guide for Audits of HUD Programs issued by the U.S. Department of Housing and
Urban Development, we have also issued a report dated January 15, 2001 on our
consideration of the Project's internal controls and reports dated January 15,
2001 on its compliance with laws and regulations applicable to the basic
financial statements, specific requirements applicable to the major HUD
programs, and specific requirements applicable to Fair Housing and
Non-Discrimination. Those reports are an integral part of an audit performed in
accordance with Government Auditing Standards and should be read in conjunction
with this report in considering the results of our audit.

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

/s/ BROWDER & ASSOCIATES P.C.
Audit Principal: E.O. Browder, Jr.
Birmingham, Alabama
Federal Employer Identification Number: 63-0986156
January 15, 2001


<PAGE>



[Letterhead of Browder & Associates, P.C.]

Independent Auditor's Report

To the Partners of
Corpus Christi-Oso Bay Apartments, Ltd.     HUD Field Office Director
Corpus Christi, Texas                       San Antonio, TX

We have  audited  the  accompanying  balance  sheet of  Corpus  Christi-Oso  Bay
Apartments,  Ltd. (the Project),  Project No. 115-44129-LDP,  as of December 31,
1999, and the related  statements of profit and loss, changes in owners' equity,
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.

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 the Project as of December 31,
2000 and the results of its operations, changes in owners' equity and cash flows
for the year then ended in conformity with generally accepted accounting
principles.

In accordance with Government Auditing Standards and the Consolidated Audit
Guide for Audits of HUD Programs issued by the U.S. Department of Housing and
Urban Development, we have also issued a report dated January 17, 2000 on our
consideration of the Project's internal controls and reports dated January 17,
2000 on its compliance with laws and regulations applicable to the basic
financial statements, specific requirements applicable to the major HUD
programs, and specific requirements applicable to Fair Housing and
Non-Discrimination.

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

/s/ BROWDER & ASSOCIATES P.C.
Audit Principal: E.O. Browder, Jr.
Birmingham, Alabama
Federal Employer Identification Number: 63-0986156
January 17, 2000



<PAGE>



[Letterhead of Browder & Associates, P.C.]

Independent Auditor's Report

To the Partners of
Corpus Christi-Oso Bay Apartments, Ltd.
Corpus Christi, Texas

We have audited the accompanying balance sheet of Corpus Christi-Oso Bay
Apartments, Ltd. (the Project), as of December 31, 1998, and the related
statements of profit and loss, changes in partners' equity, 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.

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 the Project as of December 31,
1998 and the results of its operations, changes in partners' equity and cash
flows for the year then ended in conformity with generally accepted accounting
principles.

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

/s/ BROWDER & ASSOCIATES P.C.
Audit Principal: E.O. Browder, Jr.
Birmingham, Alabama
Federal Employer Identification Number: 63-0986156
January 19, 1999


<PAGE>



[Letterhead of Reznick Fedder & Silverman]

INDEPENDENT AUDITORS' REPORT

To the Partners
Northbrook III, Ltd.

We have audited the accompanying balance sheet of Northbrook III, Ltd. as of
March 31, 1998, and the related statements of operations, partners' equity and
cash flows for the three months 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 Northbrook III, Ltd., as of
March 31, 1998, and the results of its operations and its cash flows for the
three months then ended, in conformity with generally accepted accounting
principles.

/s/ Reznick Fedder & Silverman
Boston, Massachusetts
May 7, 1998


<PAGE>



[Letterhead of Grass Coffey & Scharlau, C.P.A.'s, P.C.]

Independent Auditor's Report

To The Partners
Bethany Glen Associates
(A Limited Partnership)

We have audited the accompanying balance sheets of Bethany Glen Associates, as
of November 9, 1999 (Date of Liquidation) and December 31, 1998, and the related
statements of operations, partners' equity, and cash flows for the periods then
ended. These financial statements are the responsibility of the Company'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 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 Bethany Glen Associates as of
November 9, 1999 (Date of Liquidation) and December 31, 1998, and the results of
its operations and its cash flows for the periods then ended in conformity with
generally accepted accounting principles applied on the basis described in the
following paragraph.

As described in Note 1 to the financial statements, the partners of Bethany Glen
Associates approved a sale of the principal assets of the Partnership on June 1,
1999, and the partnership commenced liquidation shortly thereafter. As a result,
the partnership has changed its basis of accounting for the period subsequent to
June 1, 1999 to the liquidation basis.

/s/ Grass Coffey & Scharlau, C.P.A.'s, P.C.
Phoenix, Arizona
November 10, 1999



<PAGE>



[Letterhead of Grass Coffey & Scharlau, C.P.A.'s, P.C.]

Independent Auditor's Report

To The Partners
Bethany Glen Associates
(A Limited Partnership)

We have audited the accompanying balance sheets of Bethany Glen Associates, 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 Company'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 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 Bethany Glen Associates 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/ Grass Coffey & Scharlau, C.P.A.'s, P.C.
Phoenix, Arizona
January 28, 1999



<PAGE>


[Letterhead of BROWDER & ASSOCIATES, P.C.]

Independent Auditor's Report

To the Partners of
Albuquerque-Lafayette Square Apartments, Ltd.
Albuquerque, New Mexico

We have audited the accompanying balance sheet of  Albuquerque-Lafayette  Square
Apartments,  Ltd. (the Project),  Project No. 116-44022-LDP,  as of December 31,
2000, and the related  statements of profit and loss, changes in owners' equity,
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.

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 the Project as of December 31,
2000 and the results of its operations, changes in owners' equity and cash flows
for the year then ended in conformity with generally accepted accounting
principles.

In accordance with Government Auditing Standards and the Consolidated Audit
Guide for Audits of HUD Programs issued by the U.S. Department of Housing and
Urban Development, we have also issued a report dated January 15, 2001 on our
consideration of the Project's internal controls and reports dated January 15,
2001 on its compliance with laws and regulations applicable to the basic
financial statements, specific requirements applicable to the major HUD program,
specific requirements applicable to the nonmajor HUD program, and specific
requirements applicable to Fair Housing and Non-Discrimination. Those reports
are an integral part of an audit performed in accordance with Government
Auditing Standards and should be read in conjunction with this report in
considering the results of our audit.

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

/s/ Browder & Associates, P.C.
Audit Principal: E.O. Browder, Jr.
Birmingham, Alabama
Federal Employer Identification Number: 63-0986156
January 15, 2001


<PAGE>



[Letterhead of BROWDER & ASSOCIATES, P.C.]

Independent Auditor's Report

To the Partners of
Albuquerque-Lafayette Square Apartments, Ltd.
Albuquerque, New Mexico

We have audited the accompanying balance sheet of  Albuquerque-Lafayette  Square
Apartments,  Ltd. (the Project),  Project No. 116-44022-LDP,  as of December 31,
1999, and the related  statements of profit and loss, changes in owners' equity,
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.

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 the Project as of December 31,
1999 and the results of its operations, changes in owners' equity and cash flows
for the year then ended in conformity with generally accepted accounting
principles.

In accordance with Government Auditing Standards and the Consolidated Audit
Guide for Audits of HUD Programs issued by the U.S. Department of Housing and
Urban Development, we have also issued a report dated January 17, 2000 on our
consideration of the Project's internal controls and reports dated January 17,
2000 on its compliance with laws and regulations applicable to the basic
financial statements, specific requirements applicable to the major HUD program,
specific requirements applicable to the nonmajor HUD program, and specific
requirements applicable to Fair Housing and Non-Discrimination.

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

/s/ Browder & Associates, P.C.
Audit Principal: E.O. Browder, Jr.
Birmingham, Alabama
Federal Employer Identification Number: 63-0986156
January 17, 2000


<PAGE>



[Letterhead of BROWDER & ASSOCIATES, P.C.]

Independent Auditor's Report

To the Partners of
Albuquerque-Lafayette Square Apartments,
Ltd.
Albuquerque, New Mexico

We have audited the accompanying balance sheet of Albuquerque-Lafayette Square
Apartments, Ltd. (the Project), as of December 31, 1998, and the related
statements of profit and loss, changes in partners' equity, 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.

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 the Project as of December 31,
1998 and the results of its operations, changes in partners' equity and cash
flows for the year then ended in conformity with generally accepted accounting
principles.

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

/s/ Browder & Associates, P.C.
Audit Principal: E.O. Browder, Jr.
Birmingham, Alabama
Federal Employer Identification Number: 63-0986156
January 19, 1999



<PAGE>



[Letterhead of Nessel, Smith, Leff & Borsen, PLLC]

INDEPENDENT AUDITORS' REPORT

WARREN MANOR APARTMENTS LIMITED PARTNERSHIP 28777 Northwestern Highway, Suite
100 Southfield, MI 48034

We have audited the accompanying balance sheet of Warren Manor Apartments
Limited Partnership (a limited partnership) as of June 18, 1999 and the related
statements of revenue and expense, partners' equity, and cash flows and,
supplemental schedules on pages 9-11 for the period January 1, 1999 through June
18, 1999. These financial statements are the responsibility of the Company'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 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 Warren Manor Apartments Limited
Partnership as of June 18, 1999 and the results of its operations
and its cash flows for the period January 1, 1999 through June 18, 1999, in
conformity with generally accepted accounting principles. The supporting data
included in this report have been subjected to the same auditing procedures
applied in the examination of the basic financial statements and, in our
opinion, are presented fairly in all material respects in relation to the basic
financial statements taken as a whole.

/s/ Nessel, Smith, Leff & Borsen, PLLC
Certified Public Accountants
Farmington Hills, MI
January 19, 2000




<PAGE>



[Letterhead of Nessel, Smith, Leff & Borsen, PLLC]

INDEPENDENT AUDITORS' REPORT

WARREN MANOR APARTMENTS LIMITED PARTNERSHIP 28777 Northwestern Highway, Suite
100 Southfield, MI 48034

We have audited the accompanying comparative balance sheet of Warren Manor
Apartments Limited Partnership (a limited partnership) as of December 31, 1998
and 1997 and the related comparative statements of revenue and expense,
partners' equity, and cash flows and, supplemental schedules on pages 9-11 for
the years then ended. These financial statements are the responsibility of the
Company'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 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 Warren Manor 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. The supporting data included in this report have
been subjected to the same auditing procedures applied in the examination of the
basic financial statements and, in our opinion, are presented fairly in all
material respects in relation to the basic financial statements taken as a
whole.

/s/ Nessel, Smith, Leff & Borsen, PLLC
Certified Public Accountants
Farmington Hills, MI
February 8, 1999



<PAGE>



[Letterhead of Nessel, Smith, Leff & Borsen, PLLC]

INDEPENDENT AUDITORS' REPORT

To the Partners
Golf Manor Apartments Limited Partnership
28777 Northwestern Highway, Suite 100
Southfield, MI 48034

We have audited the accompanying balance sheet of Golf Manor Apartments Limited
Partnership (a limited partnership) as of June 18, 1999 and the related
statements of revenue and expense, partners' equity, and cash flows
and, supplemental schedules on pages 9-11 for the period January 1, 1999 through
June 18, 1999. These financial statements are the responsibility of the
Company'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 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 Golf Manor Apartments Limited
Partnership as of as of June 18, 1999 and the results of its operations and its
cash flows
for the period January 1, 1999 through June 18, 1999 in conformity with
generally accepted accounting principles. The supporting data included in this
report have been subjected to the same auditing procedures applied in the
examination of the basic financial statements and, in our opinion, are presented
fairly in all material respects in relation to the basic financial statements
taken as a whole.

/s/ Nessel, Smith, Leff & Borsen, PLLC
Certified Public Accountants
Farmington Hills, MI
January 15, 2000



<PAGE>



[Letterhead of Nessel, Smith, Leff & Borsen, PLLC]

INDEPENDENT AUDITORS' REPORT

To the Partners
Golf Manor Apartments Limited Partnership
28777 Northwestern Highway, Suite 100
Southfield, MI 48034

We have audited the accompanying Comparative Balance Sheet of Golf Manor
Apartments Limited Partnership (a limited partnership) as of December 31, 1998
and 1997 and the related Comparative Statements of Revenue and Expense,
Partners' Equity, Cash Flows and Supplemental Schedules on Pages 9-11 for the
years then ended. These financial statements are the responsibility of the
Company'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 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 Golf Manor 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. The supporting data included in this report have
been subjected to the same auditing procedures applied in the examination of the
basic financial statements and, in our opinion, are presented fairly in all
material respects in relation to the basic financial statements taken as a
whole.

/s/ Nessel, Smith, Leff & Borsen, PLLC
Certified Public Accountants
Farmington Hills, MI
February 8, 1999



<PAGE>



[Nessel, Smith, Leff & Borsen, PLLC Letterhead]

INDEPENDENT AUDITORS' REPORT

To the Partners
Warren Woods Apartments Limited Partnership
28777 Northwestern Highway, Suite 100
Southfield, MI 48034

We have audited the accompanying balance sheet of Warren Woods
Apartments Limited Partnership (a limited partnership) as of June 18, 1999 and
the related statements of revenue and expense, partners' equity, and cash flows
and, supplemental schedules on Pages 9-11 for the period January 1, 1999 through
June 18, 1999. These financial statements are the responsibility of the
Company'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 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 Warren Woods Apartments Limited
Partnership as of June 18, 1999 and the results of its operations
and its cash flows for the period January 1, 1999 through June 18, 1999, in
conformity with generally accepted accounting principles. The supporting data
included in this report have been subjected to the same auditing procedures
applied in the examination of the basic financial statements and, in our
opinion, are presented fairly in all material respects in relation to the basic
financial statements taken as a whole.

/s/ NESSEL, SMITH, LEFF & BORSEN, PLLC
Certified Public Accountants
Farmington Hills, MI
January 19, 2000



<PAGE>



[Nessel, Smith, Leff & Borsen, PLLC Letterhead]

INDEPENDENT AUDITORS' REPORT

To the Partners
Warren Woods Apartments Limited Partnership
28777 Northwestern Highway, Suite 100
Southfield, MI 48034

We have audited the accompanying Comparative Balance Sheet of Warren Woods
Apartments Limited Partnership (a limited partnership) as of December 31, 1998
and 1997 and the related Comparative Statements of Revenue and Expense,
Partners' Equity, Cash Flows and Supplemental Schedules on Pages 9-11 for the
years then ended. These financial statements are the responsibility of the
Company'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 Warren Woods 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. The supporting data included in this report have
been subjected to the same auditing procedures applied in the examination of the
basic financial statements and, in our opinion, are presented fairly in all
material respects in relation to the basic financial statements taken as a
whole.

/s/ NESSEL, SMITH, LEFF & BORSEN, PLLC
Certified Public Accountants
Farmington Hills, MI
February 6, 1999



<PAGE>



[Nessel, Smith, Leff & Borsen, PLLC Letterhead]

INDEPENDENT AUDITORS' REPORT

To the Partners
Canton Commons Apartments Limited Partnership
28777 Northwestern Highway, Suite 100
Southfield, MI 48034

We have audited the accompanying balance sheet of Canton Commons
Apartments Limited Partnership (a limited partnership) as of June 18, 1999 and
the related statements of revenue and expense, partners' equity, and cash flows
and , supplemental schedules on Pages 9-11 for the period January 1, 1999
through June 18, 1999. These financial statements are the responsibility of the
Company'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 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 Canton Commons Apartments Limited
Partnership as of June 18, 1999 and the results of its operations
and its cash flows for the period January 1, 1999 through June 18, 1999, in
conformity with generally accepted accounting principles. The supporting data
included in this report have been subjected to the same auditing procedures
applied in the examination of the basic financial statements and, in our
opinion, are presented fairly in all material respects in relation to the basic
financial statements taken as a whole.

/s/ NESSEL, SMITH, LEFF & BORSEN, PLLC
Certified Public Accountants
Farmington Hills, MI
January 5, 2000



<PAGE>



[Nessel, Smith, Leff & Borsen, PLLC Letterhead]

INDEPENDENT AUDITORS' REPORT

To the Partners
Canton Commons Apartments Limited Partnership
28777 Northwestern Highway, Suite 100
Southfield, MI 48034

We have audited the accompanying Comparative Balance Sheet of Canton Commons
Apartments Limited Partnership (a limited partnership) as of December 31, 1998
and 1997 and the related Comparative Statements of Revenue and Expense,
Partners' Equity, Cash Flows and Supplemental Schedules on Pages 9-11 for the
years then ended. These financial statements are the responsibility of the
Company'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 Canton Commons 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. The supporting data included in this report have
been subjected to the same auditing procedures applied in the examination of the
basic financial statements and, in our opinion, are presented fairly in all
material respects in relation to the basic financial statements taken as a
whole.

/s/ NESSEL, SMITH, LEFF & BORSEN, PLLC
Certified Public Accountants
Farmington Hills, MI
February 8, 1999



<PAGE>




[Nessel, Smith, Leff & Borsen, PLLC Letterhead]

INDEPENDENT AUDITORS' REPORT

To the Partners
ROSEWOOD MANOR APARTMENTS
28777 Northwestern Highway, Suite 100
Southfield, MI 48034

We have audited the accompanying balance sheet of Rosewood Manor Apartments (a
limited partnership) as of June 18, 1999 and the related statements of revenue
and expense, partners' equity, and cash flows and,
supplemental schedules on pages 9-11 for the period January 1, 1999 through June
18, 1999. These financial statements are the responsibility of the Company'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 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 Rosewood Manor Apartments as of June
18, 1999 and the results of its operations and its cash flows
for the period January 1, 1999 through June 18, 1999, in conformity with
generally accepted accounting principles. The supporting data included in this
report have been subjected to the same auditing procedures applied in the
examination of the basic financial statements and, in our opinion, are presented
fairly in all material respects in relation to the basic financial statements
taken as a whole.

/s/ Nessel, Smith, Leff & Borsen, PLLC
Certified Public Accountants
Farmington Hills, MI
January 17, 2000



<PAGE>



[Nessel, Smith, Leff & Borsen, PLLC Letterhead]

INDEPENDENT AUDITORS' REPORT

To the Partners
ROSEWOOD MANOR APARTMENTS
28777 Northwestern Highway, Suite 100
Southfield, MI 48034

We have audited the accompanying Comparative Balance Sheet of Rosewood Manor
Apartments (a limited partnership) as of December 31, 1998 and 1997 and the
related Statements of Revenue and Expense, Partners' Equity, and Cash Flows and
Supplemental schedules on Page 9-11 for the year then ended. These financial
statements are the responsibility of the Company'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 Rosewood Manor Apartments 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. The supporting data included in this report have been subjected to
the same auditing procedures applied in the examination of the basic financial
statements and, in our opinion, are presented fairly in all material respects in
relation to the basic financial statements taken as a whole.

/s/ Nessel, Smith, Leff & Borsen, PLLC
Certified Public Accountants
Farmington Hills, MI
February 8, 1999



<PAGE>



[LETTERHEAD OF BROWDER & ASSOCIATES, P.C.]

Independent Auditor's Report

To the Partners of
San Diego-Logan Square Gardens Company      HUD Field Office Director
San Diego, California                       San Diego, CA

We have audited the accompanying balance sheet of San Diego-Logan Square Gardens
Company (the Project), Project No. 129-44051-LD, as of December 31, 2000, and
the related statements of profit and loss, changes in owners' equity, 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.

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 the Project as of December 31,
2000 and the results of its operations, changes in owners' equity and cash flows
for the year then ended in conformity with generally accepted accounting
principles.

The accompanying financial statements have been prepared assuming that the
Project will continue as a going concern. As discussed in the Notes to the
Financial Statements, the Project is in a poor cash position. This condition
raises substantial doubt about its ability to continue as a going concern.
Management's plans regarding those matters also are described in the footnotes
to the financial statements. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

In accordance with Government Auditing Standards and the Consolidated Audit
Guide for Audits of HUD Programs issued by the U.S. Department of Housing and
Urban Development, we have also issued a report dated January 15, 2001 on our
consideration of the Project's internal controls and reports dated January 15,
2001 on its compliance with laws and regulations applicable to the basic
financial statements, specific requirements applicable to the major HUD
programs, and specific requirements applicable to Fair Housing and
Non-Discrimination. Those reports are an integral part of an audit performed in
accordance with Government Auditing Standards and should be read in conjunction
with this report in considering the results of our audit.

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

/s/ Browder & Associates, P.C.
Audit Principal: E.O. Browder, Jr.
Birmingham, Alabama
Federal Employer Identification Number: 63-0986156
January 15, 2001



<PAGE>




[LETTERHEAD OF BROWDER & ASSOCIATES, P.C.]

Independent Auditor's Report

To the Partners of
San Diego-Logan Square Gardens Company      HUD Field Office Director
San Diego, California                       San Diego, CA

We have audited the accompanying balance sheet of San Diego-Logan Square Gardens
Company (the Project), Project No. 129-44051-LD, as of December 31, 1999, and
the related statements of profit and loss, changes in owners' equity, 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.

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 the Project as of December 31,
1999 and the results of its operations, changes in owners' equity and cash flows
for the year then ended in conformity with generally accepted accounting
principles.

In accordance with Government Auditing Standards and the Consolidated Audit
Guide for Audits of HUD Programs issued by the U.S. Department of Housing and
Urban Development, we have also issued a report dated January 17, 2000 on our
consideration of the Project's internal controls and reports dated January 17,
2000 on its compliance with laws and regulations applicable to the basic
financial statements, specific requirements applicable to the major HUD
programs, and specific requirements applicable to Fair Housing and
Non-Discrimination.

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

/s/ Browder & Associates, P.C.
Audit Principal: E.O. Browder, Jr.
Birmingham, Alabama
Federal Employer Identification Number: 63-0986156
January 17, 2000



<PAGE>



[LETTERHEAD OF BROWDER & ASSOCIATES, P.C.]

Independent Auditor's Report

To the Partners of
San Diego-Logan Square Gardens Company
San Diego, California

We have audited the accompanying balance sheet of San Diego-Logan Square Gardens
Company (the Project), as of December 31, 1998, and the related statements of
profit and loss, changes in partners' equity, 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.

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 the Project as of December 31,
1998 and the results of its operations, changes in partners' equity and cash
flows for the year then ended in conformity with generally accepted accounting
principles.

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

/s/ Browder & Associates, P.C.
Audit Principal: E.O. Browder, Jr.
Birmingham, Alabama
Federal Employer Identification Number: 63-0986156
January 19, 1999



<PAGE>



[LETTERHEAD OF BROWDER & ASSOCIATES, P.C.]

Independent Auditor's Report
To the Partners of
Blue Ridge Manor, Ltd.              HUD Field Office Director
Grandview, Missouri                 Kansas City, MO

We have audited the  accompanying  balance sheet of Blue Ridge Manor,  Ltd. (the
Project),  Project No.  084-44127-LDP,  as of December 31, 2000, and the related
statements of profit and loss, changes in owners' equity, 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.

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 the Project as of December 31,
2000 and the results of its operations, changes in owners' equity and cash flows
for the year then ended in conformity with generally accepted accounting
principles.

In accordance with Government Auditing Standards and the Consolidated Audit
Guide for Audits of HUD Programs issued by the U.S. Department of Housing and
Urban Development, we have also issued a report dated January 15, 2001 on our
consideration of the Project's internal controls and reports dated January 15,
2001 on its compliance with laws and regulations applicable to the basic
financial statements, specific requirements applicable to the major HUD program,
and specific requirements applicable to Fair Housing and Non-Discrimination.
Those reports are an integral part of an audit performed in accordance with
Government Auditing Standards and should be read in conjunction with this report
in considering the results of our audit.

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

/s/ Browder & Associates, P.C.
Audit Principal: E.O. Browder, Jr.
Birmingham, Alabama
Federal Employer Identification Number: 63-0986156
January 15, 2001


<PAGE>



[LETTERHEAD OF BROWDER & ASSOCIATES, P.C.]

Independent Auditor's Report
To the Partners of
Blue Ridge Manor, Ltd.              HUD Field Office Director
Grandview, Missouri                 Kansas City, MO

We have audited the  accompanying  balance sheet of Blue Ridge Manor,  Ltd. (the
Project),  Project No.  084-44127-LDP,  as of December 31, 1999, and the related
statements of profit and loss, changes in owners' equity, 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.

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 the Project as of December 31,
1999 and the results of its operations, changes in owners' equity and cash flows
for the year then ended in conformity with generally accepted accounting
principles.

In accordance with Government Auditing Standards and the Consolidated Audit
Guide for Audits of HUD Programs issued by the U.S. Department of Housing and
Urban Development, we have also issued a report dated January 17, 2000 on our
consideration of the Project's internal controls and reports dated January 17,
2000 on its compliance with laws and regulations applicable to the basic
financial statements, specific requirements applicable to the major HUD program,
and specific requirements applicable to Fair Housing and Non-Discrimination.

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

/s/ Browder & Associates, P.C.
Audit Principal: E.O. Browder, Jr.
Birmingham, Alabama
Federal Employer Identification Number: 63-0986156
January 17, 2000




<PAGE>



[LETTERHEAD OF BROWDER & ASSOCIATES, P.C.]

Independent Auditor's Report
To the Partners of
Blue Ridge Manor, Ltd.
Grandview, Missouri

We have audited the accompanying balance sheet of Blue Ridge Manor, Ltd. (the
Project), as of December 31, 1998, and the related statements of profit and
loss, changes in partners' equity, 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.

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 the Project as of December 31,
1998 and the results of its operations, changes in partners' equity and cash
flows for the year then ended in conformity with generally accepted accounting
principles.

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

/s/ Browder & Associates, P.C.
Audit Principal: E.O. Browder, Jr.
Birmingham, Alabama
Federal Employer Identification Number: 63-0986156
January 19, 1999



<PAGE>


[LETTERHEAD OF BROWDER & ASSOCIATES, P.C.]

Independent Auditor's Report

To the Partners of
Ardmore-Rolling Meadows of Ardmore, Ltd.    HUD Field Office Director
Ardmore, Oklahoma                   Oklahoma City, OK

We have audited the  accompanying  balance sheet of  Ardmore-Rolling  Meadows of
Ardmore, Ltd. (the Project), Project No. 117-44044-LD,  as of December 31, 2000,
and the related  statements of profit and loss,  changes in owners' equity,  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.

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 the Project as of December 31,
2000 and the results of its operations, changes in owners' equity and cash flows
for the year then ended in conformity with generally accepted accounting
principles.

In accordance with Government Auditing Standards and the Consolidated Audit
Guide for Audits of HUD Programs issued by the U.S. Department of Housing and
Urban Development, we have also issued a report dated January 15, 2001 on our
consideration of the Project's internal controls and reports dated January 15,
2001 on its compliance with laws and regulations applicable to the basic
financial statements, specific requirements applicable to the major HUD
programs, and specific requirements applicable to Fair Housing and
Non-Discrimination. Those reports are an integral part of an audit performed in
accordance with Government Auditing Standards and should be read in conjunction
with this report in considering the results of our audit.

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

/s/ Browder & Associates, P.C.
Audit Principal: E.O. Browder, Jr.
Birmingham, Alabama
Federal Employer Identification Number: 63-0986156
January 15, 2001


<PAGE>



[LETTERHEAD OF BROWDER & ASSOCIATES, P.C.]

Independent Auditor's Report

To the Partners of
Ardmore-Rolling Meadows of Ardmore, Ltd.    HUD Field Office Director
Ardmore, Oklahoma                   Oklahoma City, OK

We have audited the  accompanying  balance sheet of  Ardmore-Rolling  Meadows of
Ardmore, Ltd. (the Project), Project No. 117-44044-LD,  as of December 31, 1999,
and the related  statements of profit and loss,  changes in owners' equity,  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.

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 the Project as of December 31,
1999 and the results of its operations, changes in owners' equity and cash flows
for the year then ended in conformity with generally accepted accounting
principles.

In accordance with Government Auditing Standards and the Consolidated Audit
Guide for Audits of HUD Programs issued by the U.S. Department of Housing and
Urban Development, we have also issued a report dated January 17, 2000 on our
consideration of the Project's internal controls and reports dated January 17,
2000 on its compliance with laws and regulations applicable to the basic
financial statements, specific requirements applicable to the major HUD
programs, and specific requirements applicable to Fair Housing and
Non-Discrimination.

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

/s/ Browder & Associates, P.C.
Audit Principal: E.O. Browder, Jr.
Birmingham, Alabama
Federal Employer Identification Number: 63-0986156
January 17, 2000


<PAGE>



[LETTERHEAD OF BROWDER & ASSOCIATES, P.C.]

Independent Auditor's Report

To the Partners of
Ardmore-Rolling Meadows of Ardmore, Ltd.
Ardmore, Oklahoma

We have audited the accompanying balance sheet of Ardmore-Rolling Meadows of
Ardmore, Ltd. (the Project), as of December 31, 1998, and the related statements
of profit and loss, changes in partners' equity, 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.

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 the Project as of December 31,
1998 and the results of its operations, changes in partners' equity and cash
flows for the year then ended in conformity with generally accepted accounting
principles.

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

/s/ Browder & Associates, P.C.
Audit Principal: E.O. Browder, Jr.
Birmingham, Alabama
Federal Employer Identification Number: 63-0986156
January 19, 1999



<PAGE>


[LETTERHEAD OF BROWDER & ASSOCIATES, P.C.]

Independent Auditor's Report

To the Partners of
El Paso-Gateway East Apartments, Ltd.                HUD Field Office Director
El Paso, Texas                              Fort Worth, TX

We  have  audited  the  accompanying  balance  sheet  of  El  Paso-Gateway  East
Apartments,  Ltd. (the Project),  Project No.  133-44016-LD,  as of December 31,
2000, and the related  statements of profit and loss, changes in owners' equity,
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.

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 the Project as of December 31,
2000 and the results of its operations, changes in owners' equity and cash flows
for the year then ended in conformity with generally accepted accounting
principles.

In accordance with Government Auditing Standards and the Consolidated Audit
Guide for Audits of HUD Programs issued by the U.S. Department of Housing and
Urban Development, we have also issued a report dated January 15, 2001 on our
consideration of the Project's internal controls and reports dated January 15,
2001 on its compliance with laws and regulations applicable to the basic
financial statements, specific requirements applicable to the major HUD program,
specific requirements applicable to the nonmajor HUD program, and specific
requirements applicable to Fair Housing and Non-Discrimination. Those reports
are an integral part of an audit performed in accordance with Government
Auditing Standards and should be read in conjunction with this report in
considering the results of our audit.

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

/s/ Browder & Associates, P.C.
Audit Principal: E.O. Browder, Jr.
Birmingham, Alabama
Federal Employer Identification Number: 63-0986156
January 15, 2001


<PAGE>



[LETTERHEAD OF BROWDER & ASSOCIATES, P.C.]

Independent Auditor's Report

To the Partners of
El Paso-Gateway East Apartments, Ltd.                HUD Field Office Director
El Paso, Texas                              Fort Worth, TX

We  have  audited  the  accompanying  balance  sheet  of  El  Paso-Gateway  East
Apartments,  Ltd. (the Project),  Project No.  133-44016-LD,  as of December 31,
1999, and the related  statements of profit and loss, changes in owners' equity,
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.

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 the Project as of December 31,
1999 and the results of its operations, changes in owners' equity and cash flows
for the year then ended in conformity with generally accepted accounting
principles.

In accordance with Government Auditing Standards and the Consolidated Audit
Guide for Audits of HUD Programs issued by the U.S. Department of Housing and
Urban Development, we have also issued a report dated January 17, 2000 on our
consideration of the Project's internal controls and reports dated January 17,
2000 on its compliance with laws and regulations applicable to the basic
financial statements, specific requirements applicable to the major HUD program,
specific requirements applicable to the nonmajor HUD program, and specific
requirements applicable to Fair Housing and Non-Discrimination.

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

/s/ Browder & Associates, P.C.
Audit Principal: E.O. Browder, Jr.
Birmingham, Alabama
Federal Employer Identification Number: 63-0986156
January 17, 2000


<PAGE>



[LETTERHEAD OF BROWDER & ASSOCIATES, P.C.]

Independent Auditor's Report

To the Partners of
El Paso-Gateway East Apartments, Ltd.
El Paso, Texas

We have audited the accompanying balance sheet of El Paso-Gateway East
Apartments, Ltd. (the Project), as of December 31, 1998, and the related
statements of profit and loss, changes in partners' equity, 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.

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 the Project as of December 31,
1998 and the results of its operations, changes in partners' equity and cash
flows for the year then ended in conformity with generally accepted accounting
principles.

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

/s/ Browder & Associates, P.C.
Audit Principal: E.O. Browder, Jr.
Birmingham, Alabama
Federal Employer Identification Number: 63-0986156
January 19, 1999



<PAGE>


[LETTERHEAD OF BROWDER & ASSOCIATES, P.C.]

Independent Auditor's Report

To the Partners of
Fort Worth-Northwood Apartments, Ltd.       HUD Field Office Director
Fort Worth, Texas                           Fort Worth, TX

We  have  audited  the  accompanying   balance  sheet  of  Fort  Worth-Northwood
Apartments,  Ltd. (the Project),  Project No. 113-44025-LDP-SUP,  as of December
31,  2000,  and the related  statements  of profit and loss,  changes in owners'
equity, 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.

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 the Project as of December 31,
2000 and the results of its operations, changes in owners' equity and cash flows
for the year then ended in conformity with generally accepted accounting
principles.

In accordance with Government Auditing Standards and the Consolidated Audit
Guide for Audits of HUD Programs issued by the U.S. Department of Housing and
Urban Development, we have also issued a report dated January 15, 2001 on our
consideration of the Project's internal controls and reports dated January 15,
2001 on its compliance with laws and regulations applicable to the basic
financial statements, specific requirements applicable to the major HUD program,
specific requirements applicable to the nonmajor HUD program, and specific
requirements applicable to Fair Housing and Non-Discrimination. Those reports
are an integral part of an audit performed in accordance with Government
Auditing Standards and should be read in conjunction with this report in
considering the results of our audit.

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

/s/ Browder & Associates, P.C.
Audit Principal: E.O. Browder, Jr.
Birmingham, Alabama
Federal Employer Identification Number: 63-0986156
January 15, 2001


<PAGE>



[LETTERHEAD OF BROWDER & ASSOCIATES, P.C.]

Independent Auditor's Report

To the Partners of
Fort Worth-Northwood Apartments, Ltd.       HUD Field Office Director
Fort Worth, Texas                           Fort Worth, TX

We  have  audited  the  accompanying   balance  sheet  of  Fort  Worth-Northwood
Apartments,  Ltd. (the Project),  Project No. 113-44025-LDP-SUP,  as of December
31,  1999,  and the related  statements  of profit and loss,  changes in owners'
equity, 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.

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 the Project as of December 31,
1999 and the results of its operations, changes in owners' equity and cash flows
for the year then ended in conformity with generally accepted accounting
principles.

In accordance with Government Auditing Standards and the Consolidated Audit
Guide for Audits of HUD Programs issued by the U.S. Department of Housing and
Urban Development, we have also issued a report dated January 17, 2000 on our
consideration of the Project's internal controls and reports dated January 17,
2000 on its compliance with laws and regulations applicable to the basic
financial statements, specific requirements applicable to the major HUD program,
specific requirements applicable to the nonmajor HUD program, and specific
requirements applicable to Fair Housing and Non-Discrimination.

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

/s/ Browder & Associates, P.C.
Audit Principal: E.O. Browder, Jr.
Birmingham, Alabama
Federal Employer Identification Number: 63-0986156
January 17, 2000


<PAGE>



[LETTERHEAD OF BROWDER & ASSOCIATES, P.C.]

Independent Auditor's Report

To the Partners of
Fort Worth-Northwood Apartments, Ltd.
Fort Worth, Texas

We have audited the accompanying balance sheet of Fort Worth-Northwood
Apartments, Ltd. (the Project), as of December 31, 1998, and the related
statements of profit and loss, changes in partners' equity, 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.

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 the Project as of December 31,
1998 and the results of its operations, changes in partners' equity and cash
flows for the year then ended in conformity with generally accepted accounting
principles.

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

/s/ Browder & Associates, P.C.
Audit Principal: E.O. Browder, Jr.
Birmingham, Alabama
Federal Employer Identification Number: 63-0986156
January 19, 1999



<PAGE>


[LETTERHEAD OF BROWDER & ASSOCIATES, P.C.]

Independent Auditor's Report

To the Partners of
Stephenville-Tarleton Arms Apartments, Ltd. HUD Field Office Director
Stephenville, Texas                                  Fort Worth, TX

We have audited the  accompanying  balance sheet of  Stephenville-Tarleton  Arms
Apartments,  Ltd. (the Project),  Project No.  113-44034-LD,  as of December 31,
2000, and the related  statements of profit and loss, changes in owners' equity,
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.

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 the Project as of December 31,
2000 and the results of its operations, changes in owners' equity and cash flows
for the year then ended in conformity with generally accepted accounting
principles.

In accordance with Government Auditing Standards and the Consolidated Audit
Guide for Audits of HUD Programs issued by the U.S. Department of Housing and
Urban Development, we have also issued a report dated January 15, 2001 on our
consideration of the Project's internal controls and reports dated January 15,
2001 on its compliance with laws and regulations applicable to the basic
financial statements, specific requirements applicable to the major HUD program,
specific requirements applicable to the nonmajor HUD program, and specific
requirements applicable to Fair Housing and Non-Discrimination. Those reports
are an integral part of an audit performed in accordance with Government
Auditing Standards and should be read in conjunction with this report in
considering the results of our audit.

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

/s/ Browder & Associates, P.C.
Audit Principal: E.O. Browder, Jr.
Birmingham, Alabama
Federal Employer Identification Number: 63-0986156
January 15, 2001


<PAGE>



[LETTERHEAD OF BROWDER & ASSOCIATES, P.C.]

Independent Auditor's Report

To the Partners of
Stephenville-Tarleton Arms Apartments, Ltd. HUD Field Office Director
Stephenville, Texas                                  Fort Worth, TX

We have audited the  accompanying  balance sheet of  Stephenville-Tarleton  Arms
Apartments,  Ltd. (the Project),  Project No.  113-44034-LD,  as of December 31,
1999, and the related  statements of profit and loss, changes in owners' equity,
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.

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 the Project as of December 31,
1999 and the results of its operations, changes in owners' equity and cash flows
for the year then ended in conformity with generally accepted accounting
principles.

In accordance with Government Auditing Standards and the Consolidated Audit
Guide for Audits of HUD Programs issued by the U.S. Department of Housing and
Urban Development, we have also issued a report dated January 17, 2000 on our
consideration of the Project's internal controls and reports dated January 17,
2000 on its compliance with laws and regulations applicable to the basic
financial statements, specific requirements applicable to the major HUD program,
specific requirements applicable to the nonmajor HUD program, and specific
requirements applicable to Fair Housing and Non-Discrimination.

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

/s/ Browder & Associates, P.C.
Audit Principal: E.O. Browder, Jr.
Birmingham, Alabama
Federal Employer Identification Number: 63-0986156
January 17, 2000



<PAGE>



[LETTERHEAD OF BROWDER & ASSOCIATES, P.C.]

Independent Auditor's Report

To the Partners of
Stephenville-Tarleton Arms Apartments, Ltd.
Stephenville, Texas

We have audited the accompanying balance sheet of Stephenville-Tarleton Arms
Apartments, Ltd. (the Project), as of December 31, 1998, and the related
statements of profit and loss, changes in partners' equity, 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.

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 the Project as of December 31,
1998 and the results of its operations, changes in partners' equity and cash
flows for the year then ended in conformity with generally accepted accounting
principles.

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

/s/ Browder & Associates, P.C.
Audit Principal: E.O. Browder, Jr.
Birmingham, Alabama
Federal Employer Identification Number: 63-0986156
January 19, 1999



<PAGE>



[Robert Ercolini & Company LLP Letterhead]

INDEPENDENT AUDITOR'S REPORT

The General Partners of
Bay Village Company
(a Massachusetts Limited Partnership)
Boston, Massachusetts

We have audited the accompanying balance sheets of Bay Village Company (a
Massachusetts Limited Partnership) as of December 31, 2000 and 1999 and the
related statements of operations, partners' equity, and cash flows for each of
the three years in the period ended December 31, 2000. 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 Bay Village Company as of
December 31, 2000 and 1999, and the results of its operations, changes in
partners' equity, and its cash flows for each of the three years in the period
ended December 31, 2000, in conformity with generally accepted accounting
principles.

/s/ Robert Ercolini & Company LLP
Boston, Massachusetts
January 22, 2001


<PAGE>



[Robert Ercolini & Company LLP Letterhead]

INDEPENDENT AUDITOR'S REPORT

The General Partners of
Bay Village Company
(a Massachusetts Limited Partnership)
Boston, Massachusetts

We have audited the accompanying balance sheets of Bay Village Company (a
Massachusetts Limited Partnership) as of December 31, 1999 and 1998 and the
related statements of operations, partners' equity, and cash flows for each of
the three years in the period ended December 31, 1999. 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 Bay Village Company (a
Massachusetts Limited Partnership) as of December 31, 1999 and 1998, and the
results of its operations, changes in partners' equity, and its cash flows for
each of the three years in the period ended December 31, 1999, in conformity
with generally accepted accounting principles.

/s/ Robert Ercolini & Company LLP
Boston, Massachusetts
January 18, 2000


<PAGE>



[Akersloot, Patterson & Associates, P.L.L.C. Letterhead]

Independent Auditors' Report

To The Partners of
Buena Vista Manor Apartments, Ltd.

We have audited the accompanying balance sheet of Buena Vista Manor Apartments,
Ltd. (a limited partnership), which includes HUD Project No. 086-35009-SUP-LD as
of December 31, 2000, 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,
Government Auditing Standards, issued by the Comptroller General of the United
States, and the Consolidated Audit Guide for Audits of HUD Programs (the
"Guide") issued by the U.S. Department of Housing and Urban Development, Office
of the Inspector General. 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 the 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 Buena Vista Manor Apartments,
Ltd., (a limited partnership) as of December 31, 2000, and the results of its
operations, changes in partners' equity, and its cash flows for the year then
ended in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards and the Consolidated Audit
Guide for Audits of HUD Programs issued by the U.S. Department of Housing and
Urban Development, we have also issued a report dated January 20, 2001, on our
consideration of Buena Vista Manor Apartments, Ltd.'s internal control, and
reports dated January 20, 2001, on its compliance with specific requirements
applicable to its major HUD programs and specific requirements applicable to
Fair Housing and Non-Discrimination.

Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The additional information included in
the report is presented for the purposes of additional analysis and is not a
required part of the basic financial statements of Buena Vista Manor Apartments,
Ltd. (a limited partnership). Such information has been subjected to the
auditing procedures applied to 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/ Akersloot, Patterson & Associates, P.L.L.C.
January 20, 2001
Brentwood, Tennessee


<PAGE>



[Akersloot, Wall & Associates, P.L.L.C. Letterhead]

Independent Auditors' Report

To The Partners of
Buena Vista Manor Apartments, Ltd.

We have audited the accompanying balance sheet of Buena Vista Manor Apartments,
Ltd. (a limited partnership), which includes HUD Project No. 086-35009-SUP-LD as
of December 31, 1999, 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,
Government Auditing Standards, issued by the Comptroller General of the United
States, and the Consolidated Audit Guide for Audits of HUD Programs (the
"Guide") issued by the U.S. Department of Housing and Urban Development, Office
of the Inspector General. 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 the 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 Buena Vista Manor Apartments,
Ltd., (a limited partnership) as of December 31, 1999, and the results of its
operations, changes in partners' equity, and its cash flows for the year then
ended in conformity with generally accepted accounting principles.

/s/ Akersloot, Wall & Associates, P.L.L.C.
January 18, 2000
Brentwood, Tennessee



<PAGE>



[Akersloot, DePriest, Wall & Associates, P.L.L.C. Letterhead]

Independent Auditors' Report

To The Partners of
Buena Vista Manor Apartments, Ltd.

We have audited the accompanying balance sheet of Buena Vista Manor Apartments,
Ltd. (a Tennessee limited partnership), which includes HUD Project No.
086-35009-SUP-LD 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,
Government Auditing Standards, issued by the Comptroller General of the United
States, and the Consolidated Audit Guide for Audits of HUD Programs (the
"Guide") issued by the U.S. Department of Housing and Urban Development, Office
of the Inspector General. 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 the 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 Buena Vista Manor Apartments,
Ltd., (a limited partnership) as of December 31, 1998, and the results of its
operations, changes in partners' equity, and its cash flows for the year then
ended in conformity with generally accepted accounting principles.

/s/ Akersloot, DePriest, Wall & Associates, P.L.L.C.
February 1, 1999
Brentwood, Tennessee



<PAGE>


[CBEW Professional Group, LLP. Letterhead]

Independent Auditor's Report

To the Partners
Rolling Meadows Apartments, Ltd.

We have audited the accompanying balance sheet of Rolling Meadows Apartments,
Ltd., (A Limited Partnership) , HUD Project No.: 117-44009-LD, as of December
31, 2000 and 1999, and the related statements of income, changes in partners'
capital (deficit) and cash flows for the year then ended. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

We 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 in the first paragraph
present fairly, in all material respects, the financial position of HUD Project
No. 117-44009-LD Rolling Meadows Apartments, Ltd. at December 31, 2000 and 1999
and the results of its operations and changes in partners' capital (deficit) and
its cash flows for the years then ended, in conformity with generally accepted
accounting principles.

In accordance with Government Auditing Standards and the Consolidated Audit
Guide for Audits of HUD Programs issued by the U.S. Department of Housing and
Urban Development, we have also issued a report dated February 6, 2001, on our
consideration of Rolling Meadows Apartments, LTD.'s internal control and reports
dated February 6, 2001, on its compliance with specific requirements applicable
to major HUD programs, specific requirements applicable to Fair Housing and
Non-Discrimination and specific requirements applicable to nonmajor HUD program
transactions.

Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The supplementary information shown on pages 14-19
is presented for the purpose of additional analysis and is not a required part
of the basic financial statements of HUD Project No. 117-44009-LD, Rolling
Meadows Apartments, 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.

/s/ CBEW Professional Group, LLP
Certified Public Accountants
Cushing, Oklahoma
February 6, 2001


<PAGE>



[Onstott, Craddick & Hyde CPA's, Inc. Letterhead]

Independent Auditor's Report

To the Partners
Rolling Meadows Apartments, Ltd.

We have audited the accompanying balance sheet of HUD Project No. 117-44009-LD,
Rolling Meadows Apartments, LTD., (a limited partnership) as of December 31,
1998, and the related statements of income, changes in partners' capital 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.

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 HUD Project No. 117-44009-LD,
Rolling Meadows Apartments, Ltd. at December 31, 1998 and the results of its
operations and changes in partners' capital and cash flows for the year then
ended, in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards and the Consolidated Audit
Guide for Audits of HUD Programs issued by the U.S. Department of Housing and
Urban Development, we have also issued a report dated February 4, 1999, on our
consideration of Rolling Meadows Apartments, LTD.'s internal control and reports
dated February 4, 1999, on its compliance with specific requirements applicable
to major HUD programs, specific requirements applicable to Fair Housing and
Non-Discrimination, and specific requirements applicable to nonmajor HUD program
transactions.

Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplementary
information shown on Schedules 1, 2 and 3 is presented for the purposes of
additional analysis and is not a required part of the basic financial statements
of HUD Project No. 117-44009-LD, Rolling Meadows Apartments, Ltd. 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/ Onstott, Craddick & Hyde CPA's, Inc.
Oklahoma City, Oklahoma
February 4, 1999


<PAGE>



[EDWARD LEMKIN Letterhead]

INDEPENDENT AUDITOR'S REPORT

To the Partners
Westgate Associates Limited

I have audited the accompanying balance sheet of Westgate Associates Limited,
HUD Project No.: 026-44008-SHM (a Vermont limited partnership) as of December 1,
2000, and the related statements of income, changes in partners' capital, and
cash flows for the period then ended. These financial statements are the
responsibility of the partnership's management. My responsibility is to express
an opinion on these financial statements based on my audit.

I conducted my audit in accordance with generally accepted auditing standards
and Governing 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 Westgate Associates Limited, HUD
Project No.: 026-44008-SHM, as of December 1, 2000, and the results of its
operations, changes in partners' capital, and its cash flows for the year then
ended in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards and the Consolidated Audit
Guide for Audits of HUD Programs issued by the U.S. Department of Housing and
Urban Development, I have also issued a report dated January 4, 2001, on my
consideration of Westgate Associates Limited's internal control and reports
dated January 4, 2001, on its compliance with specific requirements applicable
to major HUD programs, specific requirements applicable to Fair Housing and
Non-Discrimination, and specific requirements applicable to nonmajor HUD
programs transactions.

My audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplementary
information shown on pages 16-18 is presented for purposes of additional
analysis and is not a required part of the basic financial statements of
Westgate Associates Limited. Such information has been subjected to the auditing
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/ Edward Lemkin
Certified Public Accountant
Orange, Connecticut
January 4, 2001


<PAGE>



[EDWARD LEMKIN Letterhead]

INDEPENDENT AUDITOR'S REPORT

To the Partners
Westgate Associates Limited

I have audited the accompanying balance sheet of Westgate Associates Limited,
HUD Project No.: 026-44008-SHM (a Vermont limited partnership) as of December
31, 1999, and the related statements of income, changes in partners' capital,
and cash flows for the year then ended. These financial statements are the
responsibility of the partnership's management. My responsibility is to express
an opinion on these financial statements based on my audit.

I conducted my audit in accordance with generally accepted auditing standards
and Governing 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 Westgate Associates Limited, HUD
Project No.: 026-44008-SHM, as of December 31, 1999, and the results of its
operations, changes in partners' capital, and its cash flows for the year then
ended in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards and the Consolidated Audit
Guide for Audits of HUD Programs issued by the U.S. Department of Housing and
Urban Development, I have also issued a report dated January 31, 2000, on my
consideration of Westgate Associates Limited's internal control and reports
dated January 31, 2000, on its compliance with specific requirements applicable
to major HUD programs, specific requirements applicable to Fair Housing and
Non-Discrimination, and specific requirements applicable to nonmajor HUD
programs transactions.

My audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplementary
information shown on pages 16-19 is presented for purposes of additional
analysis and is not a required part of the basic financial statements of
Westgate Associates Limited. Such information has been subjected to the auditing
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/ Edward Lemkin
Certified Public Accountant
Orange, Connecticut
January 31, 2000


<PAGE>



[EDWARD LEMKIN Letterhead]

INDEPENDENT AUDITOR'S REPORT

To the Partners
Westgate Associates Limited

I have audited the accompanying balance sheet of Westgate Associates Limited,
HUD Project No.: 026-44008-SHM (a Vermont limited partnership) as of December
31, 1998, and the related statements of income, changes in partners' capital,
and cash flows for the year then ended. These financial statements are the
responsibility of the partnership's management. My responsibility is to express
an opinion on these financial statements based on my audit.

I conducted my audit in accordance with generally accepted auditing standards
and Governing 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 Westgate Associates Limited, HUD
Project No.: 026-44008-SHM, as of December 31, 1998, and the results of its
operations, its changes in partners' capital, and its cash flows for the year
then ended in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards and the Consolidated Audit
Guide for Audits of HUD Programs issued by the U.S. Department of Housing and
Urban Development, I have also issued a report dated February 2, 1999, on my
consideration of Westgate Associates Limited's internal control and reports
dated February 2, 1999, on its compliance with specific requirements applicable
to major HUD programs, specific requirements applicable to Fair Housing and
Non-Discrimination, and specific requirements applicable to nonmajor HUD
programs transactions.

My audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplementary
information shown on pages 16-19 is presented for purposes of additional
analysis and is not a required part of the basic financial statements of
Westgate Associates Limited. Such information has been subjected to the auditing
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/ Edward Lemkin
Certified Public Accountant
Orange, Connecticut
February 2, 1999


<PAGE>


[EDWARD LEMKIN Letterhead]

INDEPENDENT AUDITOR'S REPORT

To the Partners
Wingate Associates Limited

I have audited the accompanying balance sheet of Wingate Associates Limited, HUD
Project No.: 024-44018-LDP (a New Hampshire limited partnership), as of December
31, 2000, and the related statements of income, changes in partners' capital,
and cash flows for the year then ended. These financial statements are the
responsibility of the partnership's management. My responsibility is to express
an opinion on these financial statements based on my audit.

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

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Wingate Associates Limited, HUD
Project No.: 024-44018-LDP, as of December 31, 2000, and the results of its
operations, changes in partners' capital, and cash flows for the year then ended
in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards and the Consolidated Audit
Guide for Audits of HUD Programs issued by the U.S. Department of Housing and
Urban Development, I have also issued a report dated January 20, 2001, on my
consideration of Wingate Associates Limited's internal control and reports dated
January 20, 2001, on its compliance with specific requirements applicable to
major HUD programs, specific requirements applicable to Fair Housing and
Non-Discrimination, and specific requirements applicable to nonmajor HUD
programs transactions.

My audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplementary
information shown on pages 17-20 is presented for purposes of additional
analysis and is not a required part of the basic financial statements of Wingate
Associates Limited. Such information has been subjected to the auditing
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/ Edward Lemkin
Certified Public Accountant
Orange, Connecticut
January 20, 2001


<PAGE>


[EDWARD LEMKIN Letterhead]

INDEPENDENT AUDITOR'S REPORT

To the Partners
Wingate Associates Limited

I have audited the accompanying balance sheet of Wingate Associates Limited, HUD
Project No.: 024-44018-LDP (a New Hampshire limited partnership), as of December
31, 1999, and the related statements of income, changes in partners' capital,
and cash flows for the year then ended. These financial statements are the
responsibility of the partnership's management. My responsibility is to express
an opinion on these financial statements based on my audit.

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

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Wingate Associates Limited, HUD
Project No.: 024-44018-LDP, as of December 31, 1999, and the results of its
operations, changes in partners' capital, and cash flows for the year then ended
in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards and the Consolidated Audit
Guide for Audits of HUD Programs issued by the U.S. Department of Housing and
Urban Development, I have also issued a report dated January 30, 2000, on my
consideration of Wingate Associates Limited's internal control and reports dated
January 30, 2000, on its compliance with specific requirements applicable to
major HUD programs, specific requirements applicable to Fair Housing and
Non-Discrimination, and specific requirements applicable to nonmajor HUD
programs transactions.

My audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplementary
information shown on pages 17-20 is presented for purposes of additional
analysis and is not a required part of the basic financial statements of Wingate
Associates Limited. Such information has been subjected to the auditing
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/ Edward Lemkin
Certified Public Accountant
Orange, Connecticut
January 30, 2000


<PAGE>


[EDWARD LEMKIN Letterhead]

INDEPENDENT AUDITOR'S REPORT

To the Partners
Wingate Associates Limited

I have audited the accompanying balance sheet of Wingate Associates Limited, HUD
Project No.: 024-44018-LDP (a New Hampshire limited partnership), as of December
31, 1998, and the related statements of income, changes in partners' capital,
and cash flows for the year then ended. These financial statements are the
responsibility of the partnership's management. My responsibility is to express
an opinion on these financial statements based on my audit.

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

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Wingate Associates Limited, HUD
Project No.: 024-44018-LDP, as of December 31, 1998, and the results of its
operations, its changes in partners' capital, and its cash flows for the year
then ended in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards and the Consolidated Audit
Guide for Audits of HUD Programs issued by the U.S. Department of Housing and
Urban Development, I have also issued a report dated February 2, 1999, on my
consideration of Wingate Associates Limited's internal control and reports dated
February 2, 1999, on its compliance with specific requirements applicable to
major HUD programs, specific requirements applicable to Fair Housing and
Non-Discrimination, and specific requirements applicable to nonmajor HUD
programs transactions.

My audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplementary
information shown on pages 17-21 is presented for purposes of additional
analysis and is not a required part of the basic financial statements of Wingate
Associates Limited. Such information has been subjected to the auditing
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/ Edward Lemkin
Certified Public Accountant
Orange, Connecticut
February 2, 1999


<PAGE>


[Jeffrey, Phillips, Mosley & Scott, P.A. - Letterhead]

INDEPENDENT AUDITORS' REPORT

To the Partners
Cedar Hill Apartments:

We have audited the accompanying balance sheet of Cedar Hill Apartments, (the
"Partnership") as of December 31, 2000 and the related statements of income,
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
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, such financial statements present fairly, in all material
respects, the financial position of Cedar Hill Apartments as of December 31,
2000, and the results of its operations, changes in partners' equity, and cash
flows for the year then ended in conformity with generally accepted accounting
principles.

In accordance with Government Auditing Standards and the Consolidated Audit
Guide for Audits of HUD Programs issued by the U.S. Department of Housing and
Urban Development, we have also issued a report dated January 29, 2001, on our
consideration of Cedar Hill Apartments' internal control and reports dated
January 29, 2001, on its compliance with specific requirements applicable to
major HUD programs, specific requirements applicable to nonmajor HUD
transactions and specific requirements applicable to Fair Housing and
Non-Discrimination. Those reports are an integral part of an audit performed in
accordance with Government Auditing Standards and should be read in conjunction
with this report in considering the results of our audit.

Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplementary
information shown on pages 9 and 10 is presented for the purpose of additional
analysis and are not a required part of the basic financial statements of Cedar
Hill Apartments. Such information has been subjected to the auditing procedures
applied in our audit of the basic financial statements and, in our opinion, is
fairly stated in all material respects in relation to the basic financial
statements taken as a whole.

/s/ Jeffrey Phillips Mosley & Scott, P.A.
Little Rock, Arkansas
January 29, 2001



<PAGE>



[Jeffrey, Phillips, Mosley & Scott, P.A. - Letterhead]

INDEPENDENT AUDITORS' REPORT

To the Partners
Cedar Hill Apartments:

We have audited the accompanying balance sheet of Cedar Hill Apartments, (the
"Partnership") as of December 31, 1999 and the related statements of income,
changes in partners' capital, 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.

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, such financial statements present fairly, in all material
respects, the financial position of Cedar Hill Apartments as of December 31,
1999, and the results of its operations, changes in partners' equity, and cash
flows for the year then ended in conformity with generally accepted accounting
principles.

In accordance with Government Auditing Standards and the Consolidated Audit
Guide for Audits of HUD Programs issued by the U.S. Department of Housing and
Urban Development, we have also issued a report dated January 25, 2000, on our
consideration of Cedar Hill Apartments' internal control and reports dated
January 25, 2000, on its compliance with specific requirements applicable to
major HUD programs, specific requirements applicable to nonmajor HUD
transactions and specific requirements applicable to Fair Housing and
Non-Discrimination.

Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplementary
information shown on pages 10 and 11 is presented for the purpose of additional
analysis and are not a required part of the basic financial statements of Cedar
Hill Apartments. Such information has been subjected to the auditing procedures
applied in our audit of the basic financial statements and, in our opinion, is
fairly stated in all material respects in relation to the basic financial
statements taken as a whole.

/s/ Jeffrey Phillips Mosley & Scott, P.A.
Little Rock, Arkansas
January 25, 2000


<PAGE>



[Jeffrey, Phillips, Mosley & Scott, P.A. - Letterhead]

INDEPENDENT AUDITORS' REPORT

To the Partners
Cedar Hill Apartments:

We have audited the accompanying financial statements of Cedar Hill Apartments
(Project Number 082-44064 LD/SUP) (a limited partnership hereinafter referred to
as the "Partnership") as of December 31, 1998, and for the year then ended,
listed in the foregoing table of contents. These financial statements are the
responsibility of the General Partner. 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 the General Partner, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.

In our opinion, such financial statements present fairly, in all material
respects, the financial position of the Partnership as of December 31, 1998, and
the results of its operations, changes in partners' equity, and cash flows for
the year then ended in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards and the Consolidated Audit
Guide for Audits of HUD Programs issued by the U.S. Department of Housing and
Urban Development, we have also issued a report dated January 13, 1999, on our
consideration of Cedar Hill Apartments' internal control and reports dated
January 13, 1999, on its compliance with specific requirements applicable to
major HUD programs, specific requirements applicable to nonmajor HUD
transactions and specific requirements applicable to fair housing and
non-discrimination.

Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplementary
information shown on pages 11-13 are presented for the purpose of additional
analysis and are not a required part of the basic financial statements of the
Partnership. Such information has been subjected to the auditing procedures
applied in our audit of the basic financial statements and, in our opinion, is
fairly stated in all material respects in relation to the basic financial
statements taken as a whole.

/s/ Jeffrey Phillips Mosley & Scott, P.A.
Little Rock, Arkansas
January 13, 1999


<PAGE>



[Jeffrey, Phillips, Mosley & Scott, P.A. - Letterhead]

INDEPENDENT AUDITORS' REPORT

To the Partners
Char-Mur Apartments:

We have audited the accompanying financial statements of Char-Mur Apartments
(the "Partnership") as of December 31, 2000, and for the year then ended, listed
in the foregoing table of contents. These financial statements are the
responsibility of the General Partner. 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 the General Partner, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.

In our opinion, such financial statements referred to above present fairly, in
all material respects, the financial position of the Partnership as of December
31, 2000, and the results of its operations, changes in partners' equity, and
cash flows for the year then ended in conformity with generally accepted
accounting principles.

The accompanying financial statements have been prepared assuming that the
Partnership will continue as a going concern. As discussed in Note 1 to the
financial statements, the Partnership has incurred a net loss and its total
current liabilities exceed its total current assets, which raises substantial
doubt about its ability to continue as a going concern. Management's plan
regarding those matters are also described in Note 1. The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.

In accordance with Government Auditing Standards, and the Consolidated Audit
Guide for Audits of HUD Programs issued by the U.S. Department of Housing and
Urban Development, we have also issued a report dated February 9, 2001, on our
consideration of Char-Mur Apartments' internal control and reports dated
February 9, 2001, on its compliance with specific requirements applicable to
major HUD programs, specific requirements applicable to nonmajor HUD
transactions and specific requirements applicable to Fair Housing and
Non-Discrimination. Those reports are an integral part of an audit performed in
accordance with Government Auditing Standards and should be read in conjunction
with this report in considering the results of our audit.

Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplementary
information shown on pages 10 and 11 are presented for the purpose of additional
analysis and are not a required part of the basic financial statements of the
Partnership. Such information has been subjected to the auditing procedures
applied in our audit of the basic financial statements and, in our opinion, is
fairly stated in all material respects in relation to the basic financial
statements taken as a whole.

/s/ Jeffrey Phillips Mosley & Scott, P.A.
Little Rock, Arkansas
February 9, 2001




<PAGE>



[Jeffrey, Phillips, Mosley & Scott, P.A. - Letterhead]

INDEPENDENT AUDITORS' REPORT

To the Partners
Char-Mur Apartments:

We have audited the accompanying financial statements of Char-Mur Apartments
(the "Partnership") as of December 31, 1999, and for the year then ended, listed
in the foregoing table of contents. These financial statements are the
responsibility of the General Partner. 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 the General Partner, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.

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

The accompanying financial statements have been prepared assuming that the
Partnership will continue as a going concern. As discussed in Note 1 to the
financial statements, the Partnership has incurred a net loss and its total
current liabilities exceed its total current assets, which raises substantial
doubt about its ability to continue as a going concern. Management's plan
regarding those matters are also described in Note 1. The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.

In accordance with Government Auditing Standards, and the Consolidated Audit
Guide for Audits of HUD Programs issued by the U.S. Department of Housing and
Urban Development, we have also issued a report dated January 17, 2000, on our
consideration of Char-Mur Apartments' internal control and reports dated January
27, 2000, on its compliance with specific requirements applicable to major HUD
programs, specific requirements applicable to nonmajor HUD transactions and
specific requirements applicable to fair housing and non-discrimination.

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

/s/ Jeffrey Phillips Mosley & Scott, P.A.
Little Rock, Arkansas
January 27, 2000


<PAGE>



[Jeffrey, Phillips, Mosley & Scott, P.A. - Letterhead]

INDEPENDENT AUDITORS' REPORT

To the Partners
Char-Mur Apartments:

We have audited the accompanying financial statements of Char-Mur Apartments
(Project Number 082-44035 LD/SUP) (a limited partnership hereinafter referred to
as the "Partnership") as of December 31, 1998, and for the year then ended,
listed in the foregoing table of contents. These financial statements are the
responsibility of the General Partner. 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 the General Partner, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.

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

The accompanying financial statements have been prepared assuming that the
Partnership will continue as a going concern. As discussed in Note 1 to the
financial statements, the Partnership has incurred a net loss and its total
current liabilities exceed its total current assets, which raises substantial
doubt about its ability to continue as a going concern. Management's plan
regarding those matters are also described in Note 1. The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.

In accordance with Government Auditing Standards, and the Consolidated Audit
Guide for Audits of HUD Programs issued by the U.S. Department of Housing and
Urban Development, we have also issued a report dated January 18, 1999, on our
consideration of Char-Mur Apartments' internal control and reports dated January
18, 1999, on its compliance with specific requirements applicable to major HUD
programs, specific requirements applicable to nonmajor HUD transactions and
specific requirements applicable to fair housing and non-discrimination.

Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplementary
information shown on pages 13-15 are presented for the purpose of additional
analysis and are not a required part of the basic financial statements of the
Partnership. Such information has been subjected to the auditing procedures
applied in our audit of the basic financial statements and, in our opinion, is
fairly stated in all material respects in relation to the basic financial
statements taken as a whole.

/s/ Jeffrey Phillips Mosley & Scott, P.A.
Little Rock, Arkansas
January 18, 1999


<PAGE>


[Jeffrey, Phillips, Mosley & Scott, P.A. - Letterhead]

INDEPENDENT AUDITORS' REPORT

To the Partners
Crossett Apartments, Ltd.:

We have audited the accompanying balance sheet of Crossett Apartments,
Ltd. (the "Partnership") as of December 31, 2000, and the related statements of
income, changes in partners' equity, and cash flows for the year then ended.
These financial statements are the responsibility of the General Partner. Our
responsibility is to express an opinion on these financial statements based on
our 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 the Partnership as of December
31, 2000, and the results of its operations, changes in partners' equity, and
cash flows for the year then ended in conformity with generally accepted
accounting principles.

In accordance with Government Auditing Standards and the Consolidated Audit
Guide for Audits of Hud Programs issued by the U.S. Department of Housing and
Urban Development, we have also issued a report dated January 20, 2001, on our
consideration of Crossett Apartments, Ltd.'s internal control and reports dated
January 20, 2001, on its compliance with specific requirements applicable to
major HUD programs, specific requirements applicable to nonmajor HUD
transactions, and specific requirement applicable to Fair Housing and
Non-Discrimination. Those reports are an integral part of an audit performed in
accordance with Government Auditing Standards and should be read in conjunction
with this report in considering the results of our audit.

Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplementary
information on pages 9-10 are 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 our
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/ Jeffrey Phillips Mosley & Scott, P.A.
Little Rock, Arkansas
January 20, 2001


<PAGE>



[Jeffrey, Phillips, Mosley & Scott, P.A. - Letterhead]

INDEPENDENT AUDITORS' REPORT

To the Partners
Crossett Apartments, Ltd.:

We have audited the accompanying balance sheet of Crossett Apartments,
Ltd. (the "Partnership") as of December 31, 1999, and the related statements of
income, changes in partners' capital, and cash flows for the year then ended.
These financial statements are the responsibility of the General Partner. Our
responsibility is to express an opinion on these financial statements based on
our 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 the Partnership as of December
31, 1999, and the results of its operations, changes in partners' capital, and
cash flows for the year then ended in conformity with generally accepted
accounting principles.

In accordance with Government Auditing Standards and the Consolidated Audit
Guide for Audits of Hud Programs issued by the U.S. Department of Housing and
Urban Development, we have also issued a report dated January 25, 2000, on our
consideration of Crossett Apartments, Ltd.'s internal control and a report dated
January 25, 2000, on its compliance with specific requirements applicable to
major HUD programs, specific requirements applicable to nonmajor HUD
transactions, and specific requirement applicable to fair housing and
non-discrimination.

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

/s/ Jeffrey Phillips Mosley & Scott, P.A.
Little Rock, Arkansas
January 25 ,2000


<PAGE>



[Jeffrey, Phillips, Mosley & Scott, P.A. - Letterhead]

INDEPENDENT AUDITORS' REPORT

To the Partners
Crossett Apartments, Ltd.:

We have audited the accompanying financial statements of Crossett Apartments,
Ltd. (Project Number 082-44063 LD/SUP) (a limited partnership hereinafter
referred to as the "Partnership") as of December 31, 1998, and for the year then
ended, listed in the foregoing table of contents. These financial statements are
the responsibility of the General Partners. 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 the General Partners, 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 the Partnership as of December
31, 1998, and the results of its operations, changes in partners' equity, and
cash flows for the year then ended in conformity with generally accepted
accounting principles.

In accordance with Government Auditing Standards and the Consolidated Audit
Guide for Audits of Hud Programs issued by the U.S. Department of Housing and
Urban Development, we have also issued a report dated January 18, 1999, on our
consideration of Crossett Apartments, Ltd.'s internal control and a report dated
January 18, 1999, on its compliance with specific requirements applicable to
major HUD programs, specific requirements applicable to nonmajor HUD
transactions, and specific requirement applicable to fair housing and
non-discrimination.

Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplementary
information shown on pages 11-13 are presented for the purpose of additional
analysis and are not a required part of the basic financial statements of the
Partnership. Such information has been subjected to the auditing procedures
applied in our audit of the basic financial statements and, in our opinion, is
fairly stated in all material respects in relation to the basic financial
statements taken as a whole.

/s/ Jeffrey Phillips Mosley & Scott, P.A.
Little Rock, Arkansas
January 18, 1999



<PAGE>


           CAMBRIDGE + RELATED HOUSING PROPERTIES LIMITED PARTNERSHIP
                                AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>

                                     ASSETS

                                                          February 28,  February 29,
                                                             2001           2000
                                                         -----------    -----------
<S>                                                      <C>          <C>
Property and equipment - at cost, less accumulated
  depreciation (Notes 2, 4, 6 and 7)                     $ 19,378,524  $ 21,782,960
Property and equipment-held for sale                        9,186,060    17,929,686
Cash and cash equivalents (Notes 2 and 11)                  2,477,459     3,431,673
Cash - restricted for tenants' security deposits              283,593       420,362
Mortgage escrow deposits (Notes 5, 6 and 11)                5,611,034     5,306,020
Rents receivable                                              251,411       130,231
Prepaid expenses and other assets                             547,053       505,853
                                                              -------       -------

  Total assets                                           $ 37,735,134  $ 49,506,785
                                                         ============  ============

                        LIABILITIES AND PARTNERS' DEFICIT

Mortgage notes payable (Notes 6 and 11)                  $ 21,211,953   $29,892,264
Purchase money notes payable (Note 7)                      20,801,534    26,637,019
Due to selling partners (Note 7)                           30,460,518    36,669,868
Accounts payable, accrued expenses and other liabilities    1,842,834     1,913,437
Tenants' security deposits payable                            283,593       420,362
Due to general partners of subsidiaries and their
  affiliates (Note 8)                                         222,280       326,159
Due to general partners and affiliates (Note 8)             1,894,730     1,706,224
Distributions payable (Note 12)                               516,300     1,004,200
                                                              -------     ---------

                                                           77,233,742    98,569,533
                                                           ----------    ----------

Minority interest (Note 2)                                     33,648        28,932
                                                              ------        ------

Commitments and contingencies (Note 11)

Partners' deficit:

  Limited partners                                        (38,688,406)  (48,152,233)
  General Partners                                           (843,850)      (939,447)
                                                             --------       --------
  Total partners' deficit                                 (39,532,256)  (49,091,680)
                                                          -----------   -----------

  Total liabilities and partners' deficit                $ 37,735,134  $ 49,506,785
                                                         ============  ============

</TABLE>



See accompanying notes to consolidated financial statements.


<PAGE>
<TABLE>
<CAPTION>


           CAMBRIDGE + RELATED HOUSING PROPERTIES LIMITED PARTNERSHIP
                                AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME

                                                          Year Ended
                                            February 28,  February 29,  February 28,
                                               2001         2000           1999
                                               ----         ----           ----

Revenues
<S>                                         <C>           <C>           <C>
  Rentals, net                              $13,309,693   $17,641,932   $22,017,541
  Other                                         945,008       901,098       907,225
  Gain (loss) on sale of properties (Note 10)  2,576,887   (4,467,865)   12,898,451
                                               ---------   ----------    ----------

   Total revenues                            16,831,588    14,075,165    35,823,217
                                             ----------    ----------    ----------

Expenses
  Administrative and management               3,311,645     4,294,265     4,029,798
  Administrative and management-related
   parties (Note 8)                           1,672,915     1,961,159     2,291,742
  Operating                                   2,426,925     2,835,808     3,435,316
  Repairs and maintenance                     3,475,553     4,614,090     5,809,880
  Taxes and insurance                         1,610,907     2,257,083     2,909,012
  Financial, principally interest             2,997,610     4,003,661     5,220,989
  Depreciation                                1,606,397     2,569,844     4,145,148
  Loss on impairment of assets (Note 4)               0        96,724     3,191,072
                                              ---------        ------     ---------

   Total expenses                            17,101,952    22,632,634    31,032,957
                                             ----------    ----------    ----------

(Loss) income before minority interest and
  extraordinary item                           (270,364)   (8,557,469)    4,790,260
Minority interest in loss of subsidiaries        (2,300)        (1,430)    (424,099)
                                                 ------         ------     --------
(Loss) income before extraordinary item        (272,664)   (8,558,899)    4,366,161
Extraordinary item - forgiveness of
  indebtedness income (Note 10)              10,348,388    26,725,364     7,583,482
                                             ----------    ----------     ---------
Net income                                  $10,075,724   $18,166,465   $11,949,643
                                            ===========   ===========   ===========

(Loss) income before extraordinary item -
  limited partners                        $    (269,938) $ (8,473,310)  $ 4,322,499
Extraordinary item - limited partners        10,244,904    26,458,110     7,507,647
                                             ----------    ----------     ---------

Net income - limited partners              $  9,974,966   $17,984,800   $11,830,146
                                           ============   ===========   ===========
Number of limited partnership units outstanding       10,038      10,038       10,038
                                                      ======      ======       ======

(Loss) income before extraordinary item per
  limited partnership unit                    $     (27)    $      (844)     $      431
Extraordinary item per limited partnership unit        1,020        2,636           748
                                                       -----        -----           ---

Net income per limited partnership unit      $      993    $    1,792      $  1,179
                                             ==========    ==========      ========


See accompanying notes to consolidated financial statements.
</TABLE>


<PAGE>


           CAMBRIDGE + RELATED HOUSING PROPERTIES LIMITED PARTNERSHIP
                                AND SUBSIDIARIES
                  CONSOLIDATED STATEMENTS OF PARTNERS' DEFICIT


                                                         Limited     General
                                            Total        Partners    Partners
                                            -----        --------    --------

Balance - March 1, 1998                $(76,183,214) $(74,972,851)  $(1,210,363)

Net income - year ended February 28,1999 11,949,643    11,830,146       119,497

Distributions                            (2,020,374)   (2,000,170)      (20,204)
                                         ----------    ----------       -------

Balance - February 28, 1999             (66,253,945)  (65,142,875)   (1,111,070)

Net income - year ended February 29,2000 18,166,465    17,984,800       181,665

Distributions                            (1,004,200)     (994,158)      (10,042)
                                         ----------      --------       -------

Balance - February 29, 2000             (49,091,680)  (48,152,233)     (939,447)

Net income - year ended February 28,2001 10,075,724     9,974,966       100,758

Distributions                              (516,300)     (511,139)       (5,161)
                                           --------      --------        ------

Balance - February 28, 2001            $(39,532,256) $(38,688,406)  $  (843,850)
                                       ============  ============   ===========

See accompanying notes to consolidated financial statements.


<PAGE>
<TABLE>
<CAPTION>


           CAMBRIDGE + RELATED HOUSING PROPERTIES LIMITED PARTNERSHIP
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                Increase (decrease) in Cash and Cash Equivalents

                                                          Year Ended
                                            February 28,  February 29,  February 28,
                                                2001          2000          1999
                                                ----          ----          ----

Cash flows from operating activities:
<S>                                        <C>           <C>           <C>
  Net income                               $ 10,075,724  $ 18,166,465  $ 11,949,643
                                           ------------  ------------  ------------
  Adjustments to reconcile net income to net
   cash provided by (used in) operating activities:
  (Gain) loss on sale of properties (Note 10)(2,576,887)    4,467,865   (12,898,451)
  Extraordinary item - forgiveness of
   indebtedness income (Note 10)            (10,348,388)  (26,725,364)   (7,583,482)
  Depreciation                                1,606,397     2,569,844     4,145,148
  Loss on impairment of assets (Note 4)               0        96,724     3,191,072
  (Increase) decrease in assets:
   Cash restricted for tenants' security deposits136,769      196,790         1,849
   Mortgage escrow deposits                    (178,953)      127,648       239,535
   Rents receivable                            (168,786)      165,986       (51,523)
   Prepaid expenses and other assets            216,327       707,959       (34,145)
  Increase (decrease) in liabilities:
   Due to selling partners                    2,082,541     2,770,875     3,569,130
   Accounts payable, accrued expenses and
    other liabilities                          (241,568)   (2,888,991)     (437,234)
   Tenants' security deposits payable          (106,395)      (17,943)       (8,197)
   Increase in due to general partners of
    subsidiaries and their affiliates            54,053        30,362       106,070
   Decrease in due to general partners of
    subsidiaries and their affiliates           (21,281)   (1,078,046)     (363,941)
   Due to general partners and affiliates       188,506       374,875        22,735
   Minority interest in income of
    subsidiaries                                  2,300         1,430       424,099
                                                  -----         -----       -------
    Total adjustments                        (9,355,365)  (19,199,986)   (9,677,335)
                                             ----------   -----------    ----------
  Net cash provided by (used in)
    operating activities                        720,359    (1,033,521)    2,272,308
                                                -------    ----------     ---------

Cash flows from investing activities:
  Decrease in certificates of deposit                 0             0       159,348
  Proceeds from sale of properties           13,529,600     6,278,103     7,496,000
  Costs paid relating to sale of properties    (547,886)     (436,524)     (408,472)
  Acquisition of property and equipment        (533,266)     (676,231)     (518,212)
  Increase in mortgage escrow deposits         (321,601)     (318,344)     (235,320)
                                               --------      --------      --------
  Net cash provided by investing activities  12,126,847     4,847,004     6,493,344
                                             ----------     ---------     ---------

Cash flows from financing activities:
  Distributions                              (1,004,200)   (2,020,374)   (2,030,972)
  Principal payments of mortgage notes payable(8,680,311)  (2,518,997)   (4,736,084)
  Payments to selling partners                 (118,247)   (1,393,987)     (600,491)
  Principal payments of purchase money
   notes payable                             (4,001,078)   (1,352,412)            0
  Increase (decrease) in minority interest         2,416        (2,897)    (561,091)
                                                   -----        ------     --------
  Net cash used in financing activities     (13,801,420)   (7,288,667)   (7,928,638)
                                            -----------    ----------    ----------

Net (decrease) increase in cash and cash equivalents(954,214)(3,475,184)    837,014
Cash and cash equivalents, beginning of year  3,431,673     6,906,857     6,069,843
                                              ---------     ---------     ---------
Cash and cash equivalents, end of year     $  2,477,459  $  3,431,673  $  6,906,857
                                           ============  ============  ============

Supplemental disclosure of cash flows information:
  Cash paid during the year for interest  $     881,422  $  1,213,668  $  1,984,880
                                          =============  ============  ============

Supplemental disclosures of noncash investing and financing activities:
  Distributions payable                   $     516,300  $  1,004,200  $  2,020,374
  Increase in property and equipment-held for
   sale reclassified from property and equipment1,331,305   6,657,397    11,272,289
  Increase in purchase money notes payable due
   to the capitalization of prepaid expenses and
   other assets                                 340,337       328,798       388,295

  Forgiveness of indebtedness (Note 10):
  Decrease in purchase money notes payable   (2,174,744)  (12,242,126)    3,588,492
  Decrease in due to selling partners        (8,173,644)  (14,483,238)    3,979,229
  Decrease in due to general partners of
   subsidiaries and their affiliates                  0             0        15,761

Summarized below are the components of the
  gain on sale of properties:
  Decrease in property and equipment, net of
   accumulated depreciation           $               0   $17,920,377  $    100,000
  Decrease in property and equipment-held for sale10,074,931        0     8,372,413
  Decrease in certificates of deposit                 0             0        46,161
  Decrease in cash-restricted for tenants'
   security deposits                                  0       135,580        88,980
  Decrease in rents receivable                   47,606        39,800        20,394
  Decrease in mortgage escrow deposits          195,540       759,183       905,626
  Decrease in prepaid expenses and other assets  82,810       412,072        80,578
  Increase (decrease) in accounts payable, accrued
   expenses and other liabilities               170,965     2,366,573    (1,764,892)
  Decrease in tenants' security deposits payable(30,374)     (314,427)      (82,632)
  Decrease in mortgage payable                        0   (12,301,905)   (6,015,327)
  (Decrease) increase in due to general partners
   of subsidiaries and affiliates              (136,651)    1,292,191      (147,309)
  Decrease in purchase money notes payable            0             0    (3,250,000)
  Decrease in due to selling partners                 0             0    (4,164,915)

See accompanying notes to consolidated financial statements.
</TABLE>


<PAGE>




           CAMBRIDGE + RELATED HOUSING PROPERTIES LIMITED PARTNERSHIP
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                FEBRUARY 28, 2001


NOTE 1 - Organization

Cambridge + Related Housing Properties Limited Partnership, (the "Partnership")
was formed pursuant to the laws of the State of Massachusetts on April 28, 1983.
The Partnership invests, as a limited partner, in other limited partnerships
(referred to herein as "Local Partnerships", "subsidiary" or "subsidiary
partnerships"), each of which owns and operates an existing apartment complex
(an "Apartment Complex") which is receiving some form of local, State or Federal
assistance, including mortgage insurance, rental assistance payments, permanent
mortgage financing and/or interest reduction payments ("Government Assistance").

As of February 28, 2001, the Partnership holds an interest in nineteen Local
Partnerships, each of which owns one Apartment Complex which receives Government
Assistance. During the fiscal year ended February 28, 2001, the properties and
the related assets and liabilities owned by five Local Partnerships were sold to
third parties. Through the fiscal year ended February 28, 2001, the properties
and the related assets and liabilities owned by thirteen Local Partnerships were
sold and the Partnership's Local Partnership Interest in twelve other Local
Partnerships were sold. A portion of the net proceeds was used to settle the
associated purchase money notes and accrued interest thereon (See Note 10).

The general partners of the Partnership are Government Assisted Properties, Inc.
(the "Assisted General Partner") and Related Housing Programs Corporation (the
"Related General Partner"), both of which are Delaware corporations affiliated
with an affiliate of The Related Companies, L.P. ("Related"), a New York limited
partnership, and Cambridge/Related Housing Associates Limited Partnership
("Cambridge Related Associates"), a Massachusetts limited partnership,
(together, the "General Partners"). The general partners of Cambridge Related
Associates are the Assisted General Partner and the Related General Partner.

Pursuant to the public offering, which occurred during 1983 through 1985, the
Partnership received $50,190,000 of gross proceeds from 4,297 investors. No
further issuance of Initial Limited Partnership Interests or Additional Limited
Partnership Interests is anticipated.

The terms of the Amended and Restated Agreement and Certificate of Limited
Partnership of the Partnership (the "Partnership Agreement") provide, among
other things, that profits or losses, in general, be shared 99% by the limited
partners and 1% by the General Partners.

NOTE 2 - Summary of Significant Accounting Policies

a)  Basis of Consolidation

The consolidated financial statements include the accounts of the Partnership
and 24 (five of which only have activity through the date of sale of their
property and the related assets and liabilities) and 30 (one of which only has
activity through the date of sale of its property and the related assets and
liabilities and five of which only have activity through the date of sale of the
Partnership's interest), and 35 (four of which only have activity through the
date of sale of their properties and the related assets and liabilities and one
of which only has activity through the date of sale of the Partnership's
interest) subsidiary partnerships in which the Partnership is a limited partner
for the years ended February 28, 2001, February 29, 2000, and February 28, 1999,
respectively. Through the rights of the Partnership and/or a General Partner,
which General Partner has a contractual obligation to act on behalf of the
Partnership, to remove the general partner of the subsidiary partnerships and to
approve certain major operating and financial decisions, the Partnership has a
controlling financial interest in the subsidiary partnerships.

For financial reporting purposes, the Partnership's fiscal year ends on the last
day of February. All subsidiaries have fiscal years ending December 31. Accounts
of subsidiaries have been adjusted for intercompany transactions from January 1
through the last day of February. The Partnership's fiscal year ends on the last
day of February in order to allow adequate time for the subsidiaries financial
statements to be prepared and consolidated. The books and records of the
Partnership are maintained on the accrual basis of accounting, in accordance
with U.S. generally accepted accounting principles ("GAAP").

All intercompany accounts and transactions have been eliminated in
consolidation.

Increases (decreases) in the capitalization of consolidated subsidiaries
attributable to minority interest arise from contributions and distributions to
the minority interest partners.

Losses attributable to minority interests which exceed the minority interests'
investment in a subsidiary have been charged to the Partnership. Such losses
aggregated $0, $68,520 and $0 for the years ended February 28, 2001, February
29, 2000 and February 28, 1999, (the 2000, 1999 and 1998 Fiscal Years),
respectively. The Partnership's investment in each subsidiary is equal to the
respective subsidiary's partners' equity less minority interest capital, if any.

b)  Property and Equipment

Property and equipment to be held and used are carried at cost which includes
the purchase price, acquisition fees and expenses, and any other costs incurred
in acquiring the properties. The cost of property and equipment is depreciated
over their estimated useful lives using accelerated and straight-line methods.
Expenditures for repairs and maintenance are charged to expense as incurred;
major renewals and betterments are capitalized. At the time property and
equipment are retired or otherwise disposed of, the cost and accumulated
depreciation are eliminated from the assets and accumulated depreciation
accounts and the profit or loss on such disposition is reflected in earnings. A
loss on impairment of assets is recorded when management estimates amounts
recoverable through future operations and sale of the property on an
undiscounted basis are below depreciated cost. At that time property investments
themselves are reduced to estimated fair value (generally using discounted cash
flows) when the property is considered to be impaired and the depreciated cost
exceeds estimated fair value.

At the time management commits to a plan to dispose of assets, said assets are
adjusted to the lower of carrying amount or fair value less costs to sell. These
assets are classified as property and equipment-held for sale and are not
depreciated. All property and equipment for subsidiary partnerships whose assets
and liabilities are under sales contracts are classified as assets held for
sale.

Through February 28, 2001, the Partnership has recorded approximately $8,889,000
as a loss on impairment of assets.

c)  Interest Subsidies

Interest expense has been reduced by interest subsidies (Note 6).

d)  Cash and Cash Equivalents

Cash and cash equivalents include cash on hand, cash in banks, and investments
in short-term investments with an original maturity of three months or less.

e)  Income Taxes

No provision has been made for income taxes in the accompanying consolidated
financial statements since such taxes, if any, are the responsibility of the
individual partners. For income tax purposes, the Partnership has a fiscal year
ending December 31 (Note 9).

f)  Loss Contingencies

The Partnership records loss contingencies as a charge to income when
information becomes available which indicates that it is probable that an asset
has been impaired or a liability has been incurred as of the date of the
financial statements and the amount of loss can be reasonably estimated.

g)  Use of Estimates

The preparation of financial statements in conformity with GAAP requires
management to make estimates and assumptions that affect certain reported
amounts and disclosures. Accordingly, actual results could differ from those
estimates.

NOTE 3 - Fair Value of Financial Instruments

The following methods and assumptions were used to estimate the fair value of
each class of financial instruments (all of which are held for non-trading
purposes) for which it is practicable to estimate that value:

Cash and Cash Equivalents, Certificates of Deposit, Cash-Restricted for Tenants'
--------------------------------------------------------------------------------
Security Deposits and Mortgage Escrow Deposits
----------------------------------------------
 The carrying amount approximates
fair value because of the short maturity of those instruments.

Mortgage Notes Payable
----------------------
The fair value of mortgage notes payable is estimated, where practicable, based
on the borrowing rate currently available for similar loans.


The estimated fair values of the Partnership's mortgage notes payable are as
follows:

                                  February 28, 2001       February 29, 2000
                                  -----------------       -----------------
                                 Carrying                  Carrying
                                 Amount*    Fair Value     Amount*    Fair Value
                                 -------    ----------     -------    ----------

Mortgage notes payable for which it is:

Practicable to estimate
  fair value                  $  2,507,457  $2,507,457   $10,253,555  $9,920,943
Not practicable (a)           $18,704,496         (a)   $19,638,709          (a)

Purchase money notes
  payable for which it is
  Not practicable (b)         $20,801,534    $      0     $26,637,019  $       0

(a) The mortgage notes payable are insured by the Department of Housing and
Urban Development (the "HUD") primarily in accordance with Section 236 of the
National Housing Act. New loans are no longer being insured in accordance with
Section 236 and presently existing loans are subject to restrictions regarding
prepayment. Management believes the estimation of fair value to be
impracticable.

(b) For the reasons discussed in Note 11(b), it is not practicable to estimate
the fair value of these notes.

*The carrying amount of other assets and liabilities, except for related party
liabilities, reported on the statement of financial position that require such
disclosure approximate fair value. Regarding the fair value of the related party
liabilities, it has been determined that fair value is not practicable to
determine due to the unique nature, repayment terms and related conditions
pertaining to these instruments.

NOTE 4 - Property and Equipment and Property and Equipment-Held for Sale

The components of property and equipment and their estimated useful lives are as
follows:

                                      February 28,     February 29,  Estimated
                                          2001             2000     Useful Lives
                                          ----             ----     ------------

Land                                 $  2,533,996     $  2,828,577
Building and improvements              37,262,760       41,606,414   15-40 years
Furniture and fixtures                  4,631,704        4,976,751    3-10 years
                                        ---------        ---------
                                       44,428,460       49,411,742
Less:  Accumulated depreciation       (25,049,936)     (27,628,782)
                                      -----------      -----------

                                      $19,378,524      $21,782,960
                                      ===========      ===========

Depreciation expense for the 2000, 1999 and 1998 Fiscal Years amounted to
$1,606,397, $2,569,844 and $4,145,148, respectively.

The components of property and equipment-held for sale are as follows:

                                                    February 28,  February 29,
                                                        2001         2000

Land                                                $  1,080,644  $  1,794,141
Building and improvement                              18,432,536    32,532,451
Furniture and fixtures                                   974,191     1,234,296
                                                         -------     ---------
                                                      20,487,371    35,560,888
Less:  Accumulated depreciation                      (11,301,311)  (17,631,202)
                                                     -----------   -----------

                                                    $  9,186,060   $17,929,686
                                                    ============   ===========


During the year ended December 31, 1999, Westgate Associates, Limited and
Wingate Associates, Limited had losses on impairment of assets of $38,079 and
$58,645 respectively.

During the year ended December 31, 1998, Caddo Parish-Villas South, Ltd. had a
loss on impairment of assets of $3,191,072. As of December 31, 1998, the
building has been written down to zero.

NOTE 5 - Mortgage Escrow Deposits

Mortgage escrow deposits consist of the following:

                                                     February 28,  February 29,
                                                         2001          2000
                                                         ----          ----

Reserve for replacements                              $3,908,032    $3,748,776
Real estate taxes, insurance and other                 1,683,204     1,537,446
Preservation Acts                                        19,798        19,798
                                                         ------        ------

                                                     $5,611,034    $5,306,020
                                                     ==========    ==========

NOTE 6 - Mortgage Notes Payable

The mortgage notes are payable in aggregate monthly installments of
approximately $211,000, including principal and interest at rates ranging from
6.75% to 9.0% per annum, through May 2022. Each subsidiary partnership's
mortgage note payable is collateralized by the land and buildings of the
respective subsidiary partnership, the assignment of certain subsidiary
partnership's rents and leases and is without further recourse.

Certain mortgage notes with balances aggregating $12,769,956 and $16,151,957 at
December 31, 2000 and 1999, respectively, which bear interest at rates ranging
from 7% to 8.5% per annum, were eligible for interest rate subsidies under the
terms of regulatory agreements with HUD. Accordingly, the subsidiary
partnerships paid only that portion of the monthly payments that would be
required if the interest rate was in the range of 1% to 1.75% per annum; the
balance was subsidized under Section 236 of the National Housing Act.

Annual principal payment requirements for each of the next five fiscal years are
as follows:

Year Ending December 31                 Amount
-----------------------                 ------
2001                               $  3,505,796
2002                                  1,035,816
2003                                  1,115,065
2004                                  1,200,435
2005                                  1,292,436
Thereafter                           13,062,405
                                     ----------
                                    $21,211,953
                                    ===========

The above principal payment requirements have been adjusted for principal
acceleration which may result from the event of default of one subsidiary
partnership.

The mortgage agreements require monthly deposits to reserves for replacements
aggregating approximately $82,000 and monthly deposits to escrow accounts for
real estate taxes, insurance and other (Note 5).

NOTE 7 - Purchase Money Notes Payable

Nonrecourse purchase money notes (the "Purchase Money Notes") were issued to the
selling partners of the Subsidiary Partnerships as part of the purchase price,
and are secured only by the Partnership's interest in the Subsidiary Partnership
to which the Purchase Money Note relates.

The Purchase Money Notes, which provide for simple interest, will not be in
default if not less than 60% of the cash flow actually distributed to the
Partnership by the corresponding Subsidiary Partnership (generated by the
operations, as defined) is applied first to accrued interest and then to current
interest thereon. As of February 28, 2001, the maturity dates of the Purchase
Money Notes associated with the remaining properties owned by the Subsidiary
Partnerships were extended for three to five years (see below). Any interest not
paid currently accrues, without further interest thereon, through the extended
due date of each of the Purchase Money Notes, respectively. Continued accrual of
such interest without payment would impact the effective rate of the Purchase
Money Notes, specifically by reducing the current effective interest rate of 9%.
The exact effect is not determinable inasmuch as it is dependent on the actual
future interest payments and ultimate repayment dates of the Purchase Money
Notes. Unpaid interest of $30,335,470 and $36,560,820 at February 28, 2001 and
February 29, 2000, respectively, has been accrued and is included in the caption
due to selling partners. In general, the interest on and the principal of each
Purchase Money Note is also payable to the extent of the Partnership's actual
receipt of proceeds from the sale or refinancing of the Apartment Complex, or in
some cases the Local Partnership Interest to which the Purchase Money Note
relates.

The Partnership was permitted to extend the term of the Purchase Money Notes for
up to five additional years. In connection with such extensions, the Partnership
incurred an extension fee of 1/2% per annum of the outstanding principal balance
of the Purchase Money Notes. The Partnership sent an extension notice to each
Purchase Money Note holder that's pursuant to the Purchase Money Note, it was
extending the maturity. However in certain cases, the Partnership did not pay
the extension fee at that time, deferring such payment to the future. Extension
fees in the amount of $885,320 were incurred by the Partnership through February
28, 2001. All Purchase Money Notes are now extended with maturity dates ranging
from July 2001 to December 2004. Extension fees of $404,817 were accrued and
added to the Purchase Money Notes balance.

The Partnership expects that upon final maturity it will be required to
refinance or sell its investments in the Local Partnerships in order to pay the
Purchase Money Notes and accrued interest thereon. Based on the historical
operating results of the Local Partnerships and the current economic conditions
including changes in tax laws, it is unlikely that the proceeds from such sales
will be sufficient to meet the outstanding balances. Management is working with
the Purchase Money Note holders to restructure and/or refinance the Purchase
Money Notes. No assurance can be given that management's efforts will be
successful. The Purchase Money Notes are without personal recourse to either the
Partnership or any of its partners and the sellers' recourse, in the event of
non-payment, would be to foreclose on the Partnership's interests in the
respective Local Partnerships.

Cash flow distributions aggregating $196,814, $166,699 and $156,292 were made to
the Partnership in the 2000, 1999 and 1998 Fiscal Years, respectively, which
does not include $5,397 escrow monies held for the Preservation Acts program in
the 1998 Fiscal Year. Of such distributions, $118,246, $100,019 and $93,776,
respectively, was used to pay interest on the Purchase Money Notes. Distribution
of proceeds from sales aggregating $5,988,453 and $2,493,720 were made to the
Partnership in the 2000 and 1999 Fiscal Years, respectively, of which $3,612,653
and $2,493,720, respectively, was used to pay principal and interest on the
Purchase Money Notes.

NOTE 8 - Related Party Transactions

The costs incurred to related parties for the years ended February 28, 2001,
February 29, 2000 and February 28, 1999 were as follows:

                                                      Year Ended
                                                      ----------
                                        February 28,  February 29,  February 28,
                                             2001        2000            1999
                                         ----------   ----------     ---------

Partnership management fees (a)         $   966,838   $   966,838   $   966,838
Expense reimbursement (b)                   107,602       124,661       111,233
Property management fees incurred
  to affiliates of the General Partners (c)  75,455       108,880       157,645
Local administrative fee (d)                 16,250        18,750        21,250
                                             ------        ------        ------
                                          1,166,145     1,219,129     1,256,966

Property management fees incurred
  to affiliates of the subsidiary partnerships
  general partners (c)                      499,165       738,865     1,034,776
Subsidiary Partnerships general partners
  incentive fee (e)                           7,605         3,165              0
                                              -----         -----          -----
Total general and administrative
  related parties                        $1,672,915    $1,961,159    $2,291,742
                                         ==========    ==========    ==========

(a) After all other expenses of the Partnership are paid, an annual partnership
management fee of up to .5% of invested assets is payable to the Partnership's
general partners and affiliates. Partnership management fees have been charged
to operations and are included in administrative and management-related parties
expenses. Partnership management fees owed to the General Partners amounting to
approximately $1,092,000 and $875,000 were accrued and unpaid as of February 28,
2001 and February 29, 2000, respectively.

(b) The Partnership reimburses the General Partners and their affiliates for
actual Partnership operating expenses incurred by the General Partners and their
affiliates on the Partnership's behalf. The amount of reimbursement from the
Partnership is limited by the provisions of the Partnership Agreement. Another
affiliate of the General Partners performs asset monitoring for the Partnership.
These services include site visits and evaluations of the subsidiary
partnerships' performance.

(c) Property management fees paid by Local Partnerships to affiliates of the
Local Partnerships amounted to approximately $499,165, $847,745 and $1,192,421
for the 2000, 1999 and 1998 Fiscal Years, respectively. Of such fees $75,455,
$108,880 and $157,645 was paid to a company which is also an affiliate of the
Related General Partner for the 2000, 1999 and 1998 Fiscal Years, respectively.

(d) Cambridge/Related Associates, a limited partner of the subsidiary
partnerships, is entitled to receive a local administrative fee of up to $2,500
from each subsidiary partnership.

(e) The Partnership  entered into an agreement with the local general partner of
Parktowne Ltd. and Westwood Apartment Company Ltd., which provides for an annual
incentive fee based on cash flow  distributed  from the  respective  properties.
Such fee amounted to $7,605 and $3,165 for the years ended February 28, 2001 and
February 29, 2000, respectively.

Cambridge/Related Associates has a .01% interest, as a limited partner, in each
of the subsidiary partnerships.

Due to local general partners and affiliates at December 31, 2000 and 1999
consists of the following:

                                                               December 31,
                                                          2000           1999
                                                          ----           ----

Operating advances                                     $  46,268     $  50,640
General partner distributions                             50,000        50,000
Management and other operating advances                  126,012       225,519
                                                       ---------      ---------
                                                        $222,280      $326,159
                                                        ========      ========


NOTE 9 - Income Taxes

A reconciliation of the financial statement net income to the income tax income
for the Partnership and its consolidated subsidiaries is as follows:

                                                   Year Ended December 31
                                            2000          1999          1998
                                            ----          ----          ----

Financial statement net income           $10,075,724   $18,166,465   $11,949,643

Difference between depreciation expense
  recorded for financial reporting
  purposes and the accelerated cost
  recovery system utilized for income tax
  purposes                                 1,151,452     1,782,411       609,973

Difference  resulting  from  accruals  for
  financial    reporting    purposes   not
  deductible for tax purposes until paid           0        33,900        87,708

Difference resulting from parent company
  having a different fiscal year for
  income tax and financial reporting
  purposes                                  (47,960)     (288,047)     (198,480)

Difference   between   gain   on  sale  of
  properties    recorded   for   financial
  reporting  purposes  and for  income tax
  purposes                                7,755,939     6,529,256    (1,896,868)

Loss on impairment of assets                      0        96,724     3,191,072

Difference      between      extraordinary
  item-forgiveness  of indebtedness income
  recorded   for    financial    reporting
  purposes and for income tax purposes       33,770     6,996,683     9,001,362

Other                                          2,300      (137,092)       29,075
                                         -----------   -----------   -----------

Net  income  as  shown on the  income  tax
  return for the calendar year ended     $18,971,225   $33,180,300   $22,773,485
                                          ==========    ==========    ==========


NOTE 10 - Sale of Properties

General
-------

The Partnership is currently in the process of winding up its operations and
disposing of its investments. It is anticipated that this process will take a
number of years. As of February 28, 2001, the Partnership has disposed of
twenty-five of its forty-four original investments. Five additional investments
are listed for sale and the General Partner anticipates that the fourteen
remaining investments will be listed for sale by December 31, 2002. There can be
no assurance as to when the Partnership will dispose of its last remaining
investments or the amount of proceeds which may be received. However, based on
the historical operating results of the Local Partnerships and the current
economic conditions including changes in tax laws, it is unlikely that the
proceeds from such sales will be sufficient to return the limited partners,
original investment.

In order to facilitate an orderly disposition of the Partnership's assets, the
Partnership formed two entities: Cambridge Liquidating Trust LLC ("Trust I"), a
Massachusetts limited liability company which is owned 99.99% by the Partnership
and .01% by affiliates of Related; and, Cambridge Liquidating Trust II ("Trust
II"), a Massachusetts general partnership which is owned 99% by Cambridge
Liquidating GP II, L.L.C. ("GP II") and 1% by Cambridge Liquidating GP I, L.L.C.
("GP I"). Both GP I and GP II are owned by the Partnership.

On December  30,  1998,  the  Partnership  contributed  its limited  partnership
interest in Bethany Glen Associates,  Westwood,  Ltd., Parktowne,  Ltd., Rolling
Meadows Apartments,  Ltd., Buena Vista Apartments,  Ltd. and Wingate Associates,
Ltd. to Trust I. On December 31, 1998, the  Partnership  contributed its limited
partnership     interests    in    Grandview-Blue     Ridge    Manor    Limited,
Breckenridge-Chaparral   Apartments  II,  Ltd.,  El  Paso-Gateway   East,  Ltd.,
Albequerque-Lafayette   Square   Apartments,   Ltd.,   Corpus   Christi-Oso  Bay
Apartments,  Ltd., Westgate  Associates Limited,  San Diego-Logan Square Gardens
Co., Ardmore-Rolling Meadows of Ardmore, Ltd., Fort Worth-Northwoods Apartments,
Ltd. and Stephenville-Tarleton Arms Apartments,  Ltd. to Trust II. In each case,
the interests were contributed  subject to each respective  Purchase Money Note.
The  contribution  did  not  involve  any   consideration   being  paid  to  the
Partnership,  therefore,  there was no tax effect to the limited partners of the
Partnership.

Information Regarding Disposition
---------------------------------

On April 21, 1998, the Partnership's limited partnership interest and related
Purchase Money Note and interest thereon in Oklahoma City - Town and Country
Village Apartments, Ltd. ("Town and Country") was assigned to the local general
partner effective January 15, 1998, resulting in a gain of approximately
$11,970,000.

On April 27, 1998, the property and the related assets and liabilities of
Riverside Gardens Limited Partnership ("Riverside") and Cudahy Gardens Limited
Partnership ("Cudahy") were sold to a third party for approximately $1,834,000
and $232,000, respectively, resulting in losses of approximately $432,000 and
$148,000 plus the assumption of the related mortgage notes. The Partnership used
approximately $451,000 and $56,000, respectively, of the net proceeds to settle
the associated Purchase Money Note and accrued interest thereon which had total
outstanding balances of approximately $5,402,000 and $2,672,000, respectively,
resulting in forgiveness of indebtedness income of approximately $4,951,000 and
$2,616,000, respectively.

On June 18, 1999, the Partnership's limited partnership interest in Warren Manor
Apartments Limited Partnership was sold to the local general partners for
approximately $935,000, resulting in a loss in the amount of approximately
$3,548,000. No proceeds were used to settle the associated Purchase Money Note
and accrued interest which had a total outstanding balance of approximately
$9,187,000, resulting in forgiveness of indebtedness income.

On June 18, 1999, the Partnership's limited partnership interest in Golf Manor
Apartments Limited Partnership was sold to the local general partners for
approximately $255,000, resulting in a loss in the amount of approximately
$544,000. No proceeds were used to settle the associated Purchase Money Note and
accrued interest which had a total outstanding balance of approximately
$2,227,000, resulting in forgiveness of indebtedness income.

On June 18, 1999, the Partnership's limited partnership interest in Warren Woods
Apartments, L.P. was sold to the local general partners for approximately
$377,000, resulting in a loss in the amount of approximately $1,914,000. No
proceeds were used to settle the associated Purchase Money Note and accrued
interest which had a total outstanding balance of approximately $3,532,000,
resulting in forgiveness of indebtedness income.

On June 18, 1999, the Partnership's limited partnership interest in Rosewood
Manor Apartments Limited Partnership was sold to the local general partners for
approximately $406,000, resulting in a loss in the amount of approximately
$1,031,000. No proceeds were used to settle the associated Purchase Money Note
and accrued interest which had a total outstanding balance of approximately
$3,568,000, resulting in forgiveness of indebtedness income.

On June 18, 1999, the Partnership's limited partnership interest in Canton
Commons Apartments Limited Partnership was sold to the local general partners
for approximately $855,000, resulting in a gain in the amount of approximately
$987,000. No proceeds were used to settle the associated Purchase Money Note and
accrued interest which had a total outstanding balance of approximately
$7,816,000, resulting in forgiveness of indebtedness income.

On November 8, 1999, the property and the related assets and liabilities of
Bethany Glen Associates ("Bethany") were sold to an unaffiliated third party for
$3,450,000, resulting in a gain in the amount of approximately $1,582,000. The
Partnership used $2,494,000 of the net proceed to settle the associated Purchase
Money Note and accrued interest thereon which had a total outstanding balance of
approximately $2,889,000, resulting in forgiveness of indebtedness income of
$395,000.

On January 17, 2000, Rolling Meadows Apartments, Ltd. ("Rolling Meadows")
entered into an agreement for the purchase and sale of real estate with an
unaffiliated third party for a purchase price of $2,400,000. This contract was
terminated on April 30, 2001. Rolling Meadows entered into a new agreement for
the purchase and sale of real estate to a different unaffiliated third party
purchaser for a purchase price of $2,350,000. The sale is expected to occur in
August 2001. No assurances can be given that the sale will actually occur.

On April 28, 2000, the property and the related assets and liabilities of
Pacific Palms were sold to a third party for approximately $4,900,000, resulting
in a gain of approximately $2,554,000. The Partnership used approximately
$1,668,000 of the net proceeds to settle the associated Purchase Money Notes and
accrued interest thereon which had a total outstanding balance of approximately
$5,214,000, resulting in forgiveness of indebtedness of approximately
$3,546,000. The Partnership netted approximately $1,940,000 of cash which was
placed into working capital to pay Partnership expenses.

On September 14, 2000, the property and the related assets and liabilities of
Westwood Apartments Company, Ltd. ("Westwood") were sold to an unaffiliated
third party for $2,025,000, resulting in a loss of approximately $356,000. No
proceeds were used to settle the associated Purchase Money Note and accrued
interest thereon, which had a total outstanding balance of approximately
$3,059,000, resulting in forgiveness of indebtedness income.

On September 14, 2000, the property and the related assets and liabilities of
Parktowne Ltd. ("Parktowne") were sold to an unaffiliated third party for
$2,500,000, resulting in a gain of approximately $476,000. The Partnership used
approximately $844,000 of the net proceeds to settle the associated Purchase
Money Note and accrued interest thereon, which had an outstanding balance of
approximately $1,804,000, resulting in forgiveness of indebtedness income of
approximately $960,000.

On December 1, 2000, the property and the related assets and liabilities of
Westgate Associates, Limited ("Westgate") were sold to an unaffiliated third
party for $2,055,000, resulting in a loss of approximately $164,000. The
Partnership used approximately $601,000 of the net proceeds to settle the
associated Purchase Money Note and accrued interest thereon, which had a total
outstanding balance of approximately $1,516,000, resulting in forgiveness of
indebtedness income of approximately $915,000.

On December 20, 2000, the property and the related assets and liabilities of New
Jersey, Ltd. ("New Jersey") were sold to an unaffiliated third party for
$2,049,600 resulting in a gain of approximately $65,000. The Partnership used
approximately $500,000 of the net proceeds to settle the associated Purchase
Money Note and accrued interest thereon, which had an outstanding balance of
approximately $2,369,000 resulting in forgiveness of indebtedness income of
approximately $1,869,000.

On December 26, 2000, Buena Vista Manor Apartments, Ltd. ("Buena Vista") entered
into a purchase and sale agreement to sell the property and the related assets
and liabilities to an unaffiliated third party purchaser for a purchase price of
$4,500,000. This contract was subsequently terminated.


NOTE 11 - Commitments and Contingencies

a)  Events of Default and Going Concern

Caddo Parish-Villas South, Ltd.
-------------------------------
Caddo Parish-Villas South, Ltd. ("Villas South") continues to be in default of
its original mortgage agreement. Until November 1995, the project operated under
a provisional workout agreement with HUD. During November 1995, the mortgage
note was sold to a conventional mortgagee. These items raise substantial doubt
about Villas South's ability to continue as a going concern. Villas South is in
the process of trying to renegotiate the terms of the notes with the new
mortgage holders, but there can be no assurance that the renegotiation will be
successful. Villas South filed for protection under Chapter 11 of the United
States Bankruptcy Code on November 12, 1996 and the equivalent of a receiver has
been appointed. The Partnership's investment in Villas South was approximately
$0 at both February 28, 2001 and February 29, 2000, respectively, and the
minority interest balance was zero at each date. Villas South's net loss after
minority interest amounted to approximately $0, $0 and $3,136,923, for the 2000,
1999 and 1998 Fiscal Years, respectively. Accordingly, for the Fiscal Year ended
February 28, 1999 a loss on impairment in the amount of $3,191,072 was
recognized. As of February 28, 1999, the building was written down to zero.

Char-Mur Apartments, Ltd.
-------------------------
During the year ended December 31, 2000, Char-Mur Apartments, Ltd. ("Char-Mur ")
incurred a net loss of approximately $43,000 and, as of that date, the local
partnership's total current liabilities exceeded its total current assets by
approximately $168,000. These factors, among others, raise substantial doubt
about the partnership's ability to continue as a going concern. Char-Mur's
continuation as a going concern is dependent upon its ability to generate
sufficient cash flow to meet its obligations on a timely basis, to comply with
the terms of its mortgage, to obtain additional capital contributions from
partners, and ultimately, to attain successful operations. Management is making
all efforts possible to increase the occupancy and the rental income of the
project and to make the necessary improvements to enhance the property, in an
attempt to improve Char-Mur's cash flow. The Partnership's investment in
Char-Mur was approximately $122,000 and $164,000 at February 28, 2001 and
February 29, 2000, respectively, and the minority interest balance was zero at
each date. Char-Mur's net loss after minority interest amounted to approximately
$43,000, $18,000 and $39,000 for the 2000, 1999 and 1998 Fiscal Years,
respectively. Subsequently on March 16, 2001, the property and the related
assets and liabilities of Char-Mur were sold (see Note 12).

San Diego - Logan Square Gardens Company
----------------------------------------
As of December 31, 2000, San Diego - Logan Square Gardens Company ("Logan
Square") has a bank overdraft of $157,906. Logan Square has experienced negative
cash flow for the past several years. These conditions create an uncertainty as
to Logan Square's ability to continue as a going concern. Management of Logan
Square has taken certain steps intended to improve Logan Square's cash position
and restore profitability, including making repairs to the property and
obtaining approval from HUD for a rent increase. The ability of Logan Square to
continue as a going concern is dependent upon the success of these actions. The
financial statements do not include any adjustments relating to the
recoverability of recorded asset amounts or the amount of liabilities that might
be necessary should the project be unable to continue as a going concern. The
Partnership's investment in Logan Square was approximately $1,248,000 and
$1,501,000 at February 28, 2001 and February 29, 2000, respectively, and the
minority interest balance was zero at each date. Logan Square's net loss after
minority interest amounted to approximately $233,000, $150,000 and $56,000 for
the 2000, 1999 and 1998 Fiscal Years, respectively.

b)  Purchase Money Notes

As part of the purchase price of its investment in the Local Partnerships, the
Partnership issued approximately $61,029,000 of Purchase Money Notes. As of the
end of the 2000 Fiscal Year, unpaid accrued interest on the Purchase Money Notes
amounted to approximately $30,335,000. The principal of and all accrued interest
on the Purchase Money Notes is due at maturity. The Partnership was permitted to
extend the term of the Purchase Money Notes for up to five additional years. In
connection with such extensions, the Partnership incurred an extension fee of
1/2% per annum of the outstanding principal balance of the assets. The
Partnership sent an extension notice to each Purchase Money Note holder that
pursuant to the note, it was extending the maturity. However, in certain cases
the Partnership did not pay the extension fee at that time, deferring such
payment to the future. The holders of the Note could argue that until the fee is
paid the Note has not been properly extended.

c)  Legal Proceedings

The Partnership is the sole member of Cambridge Liquidating GP I, L.L.C., which
is a 1% general partner in Cambridge Liquidating Trust II, a Massachusetts
General Partnership ("CLT II"). The Partnership is the sole member of Cambridge
Liquidating GP II, L.L.C., which is a 99% general partner in CLT II.

On February 28, 2001, CLT II was a party to Cause No. 99-06802, pending in the
191st Judicial District Court of Dallas County, Texas; styled "CLT II v. Roar
Company, a Texas Corporation, et al." CLT II asserted claims against the alleged
owners and holders, Roar Company and liquidating trusts for whom Roar Company
purports to act as trustee, of Purchase Money Notes executed by the Partnership
in 1983. CLT II sought a declaratory judgment that maturity dates of the
Purchase Money Notes were extended. CLT II also sought an accounting that the
trustee for the alleged owners and holders of the Purchase Money Notes failed to
make distributions to CLT II and/or its predecessors. Discovery was begun but
not finished. Defendants denied CLT II's claims.

Trial was scheduled for May 7, 2001. Mediation was conducted on December 7,
2000; but the case did not settle.

The Purchase Money Notes at issue in that lawsuit relate to the acquisition by
the Partnership, in 1983, of a 98.99% limited partnership interest in the
following partnership operating apartment projects in the indicated cities:

     PARTNERSHIP                      LOCATION
     -----------                      --------
     Blue Ridge Manor, Ltd.           Grandview, MO
     Gateway East, Ltd.               El Paso, TX
     Lafayette Square Apartments, Ltd.      Albuquerque, NM
     Logan Square Gardens Co.         San Diego, CA
     Northwood Apartments, Ltd.       Fort Worth, TX
     Oso Bay Apartments, Ltd.         Corpus Christi, TX
     Tarleton Arms Apartments, Ltd.   Stephensville, TX
     Chaparral Apartments, II, Ltd.   Breckenridge, TX
     Rolling Meadows of Ardmore, Ltd. Ardmore, OK
     Caddo Parish - Villas South, Ltd. Caddo Parish, LA

On April 9, 2001,  Cause No.  99-06802,  "CLT, II v. Roar  Company,  et al." was
dismissed without prejudice.

On or about July 24, 2000, three limited partnerships controlled by the Purchase
Money Note holder commenced litigation in the Circuit Court of Jefferson County,
Alabama  against the  Partnership,  captioned  as follows:  Mobile  Eastwyck III
Apartments, Ltd. v. Shearson + Related Housing Properties Limited Partnership et
al.,  CV-00-4431,   Mobile  Apartments,  Ltd.  v.  Shearson  +  Related  Housing
Properties Limited Partnership et al., CV-00-4432,  and Zeigler Partners Ltd. v.
Shearson + Related Housing  Properties  Limited  Partnership et al.,  CV-00-4433
(collectively,   the   "Litigations").   The  Litigation   commenced  by  Mobile
Apartments,  Ltd. has been voluntarily dismissed by the plaintiff in favor of an
interpleader action described below.

The plaintiffs in each of the Litigations sold their interests in certain
limited partnerships to the Partnership. The interests that were sold to the
Partnership consisted of limited partnerships that own low-income housing
properties located in Mobile, Alabama (the "Alabama Limited Partnerships"). The
Complaints allege that, as payment for a portion of the purchase price of the
Partnership's acquired interest in the Alabama Limited Partnerships, the
plaintiffs took a Purchase Money Note from the Partnership, and the Partnership
pledged its right, title and interest in the Alabama Limited Partnerships as
security for the Purchase Money Notes. The Complaints allege that the
Partnership has defaulted in its obligations under the Purchase Money Notes, and
that the plaintiffs are entitled to sell the Partnership's interests in the
Alabama Limited Partnerships and the underlying property to pay off the Purchase
Money Notes.

The Partnership has vigorously contested the Litigations, claiming that, among
other things, the Purchase Money Notes are not in default, that the Purchase
Money Note holder has breached his fiduciary duty to the Partnership as general
partner of the Alabama Limited Partnership, and that the Purchase Money Note
holder assigned 25% of the Purchase Money Notes to third parties who are not
joined in the Litigations. While the Partnership intends to continue to contest
the Litigations, because the Litigations are in their earliest stages and no
discovery has taken place, we are unable at this time to evaluate the likelihood
of an unfavorable outcome or whether the resulting liability, if any, would have
a material adverse effect on the financial condition of the Partnership.

In or about March 2001, Wallace, Jordan, Ratliff, and Brandt, L.L.C. ("Wallace
Jordan"), as Escrow Agents, commenced an interpleader action in the Circuit
Court of Jefferson County, Alabama entitled Wallace, Jordan, Ratliff, and
Brandt, LLC v. Shearson + Related Housing Properties Limited Partnership et al.,
CV -01-001155 (the "Interpleader Action"). The Interpleader Action seeks to
resolve competing claims to $125,000 which is held in escrow by Wallace Jordan
following the sale of the property known as Southbay, which was owned by the
Local Partnership known as New Jersey, Ltd. The Partnership does not expect to
have any liability as a result of the Interpleader Action because the action
seeks only to resolve the claims of $125,000 paid into Court; however, because
the Interpleader Action is in its earliest stages and no discovery has taken
place, management is unable at this time to evaluate the likelihood of an
unfavorable outcome or whether such an outcome would have a material adverse
effect on the financial condition of the Partnership.

d)  Uninsured Cash and Cash Equivalents

The Partnership maintains its cash and cash equivalents in various banks.
Accounts at each bank are guaranteed by the Federal Deposit Insurance
Corporation ("FDIC") up to $100,000. As of February 28, 2001, uninsured cash and
cash equivalents and mortgage escrow deposits approximated $1,680,000.

e)  Housing Assistance Payments Contracts

In September 1997, Congress enacted the Multi-Family Assisted Housing Reform and
Affordability Act of 1997 ("MAHRA") which provides for the renewal of Section 8
Housing Assistance Payments Contracts ("Section 8 Contracts") to be based upon
market rentals instead of the above-market rentals which is generally the case
under existing Section 8 Contracts. As a result, Section 8 Contracts that are
renewed in the future in projects insured by the Federal Housing Administration
("FHA") may not provide sufficient cash flow to permit owners of properties to
meet the debt service requirements of these existing FHA-insured mortgages.
MAHRA also provides for the restructuring of these mortgage loans so that the
annual debt service on the restructured loan (or loans) can be supported by
Section 8 rents established at the market rents. The restructured loans will be
held by the current lender or another lender. There can be no assurance that a
property owner will be permitted to restructure its mortgage indebtedness
pursuant to the new rules implementing MAHRA or that an owner, or the holder of
the mortgage, would choose to restructure the mortgage if it were able to
participate. MAHRA went into effect on September 11, 1998 when interim
regulations implementing the program were published. It should be noted that
there are many uncertainties as to the economic and tax impact on a property
owner because of the combination of the reduced Section 8 contract rents and the
restructuring of the existing FHA-insured mortgage loan under MAHRA.

f)  Other

The Partnership is subject to the risks incident to potential losses arising
from the management and ownership of improved real estate. The Partnership can
also be affected by poor economic conditions generally, however no more than 26%
of the properties are located in any single state. There are also substantial
risks associated with owning properties receiving Government Assistance, for
example the possibility that Congress may not appropriate funds to enable HUD to
make rental assistance payments. HUD also restricts annual cash distributions to
partners based on operating results and a percentage of the owner's equity
contribution. The Partnership cannot sell or substantially liquidate its
investments in subsidiary partnerships during the period that the subsidy
agreements are in existence without HUD's approval. Furthermore, there may not
be market demand for apartments at full market rents when the rental assistance
contracts expire.

NOTE 12 - Subsequent Events

In March 2001, a distribution of approximately $511,000 and $5,000 which was
accrued at February 28, 2001 was paid to the limited partners and General
Partners, respectively, from net proceeds from the sale of underlying
properties.

On March 16, 2001, the property and the related assets and liabilities of
Char-Mur Apartments ("Char-Mur") were sold to an unaffiliated third party
purchaser for $475,000, resulting in a loss in the amount of approximately
$33,000. The Partnership used approximately $85,000 to settle the associated
Purchase Money Note and accrued interest thereon, which had a total outstanding
balance of approximately $986,000, resulting in forgiveness of indebtedness
income of approximately $901,000.

On April 9, 2001,  Cause No.  99-06802,  "CLT, II v. Roar  Company,  et al." was
dismissed without prejudice.

On April 19, 2001, San Diego - Logan Square Gardens Company ("Logan Square")
entered into a purchase and sale agreement to sell the property and the related
assets and liabilities to an unaffiliated third party purchaser for a purchase
price of $9,500,000. The closing is expected to occur in November 2001. No
assurances can be given that the sale will actually occur.



<PAGE>



Item  9.  Changes  in and  Disagreements  with  Accountants  on  Accounting  and
Financial Disclosure.

None
                                    PART III

Item 10.  Directors and Executive Officers of the Registrant.

The Partnership has no directors or officers. The Partnership's affairs are
managed and controlled by the General Partners.

Government  Assisted  Properties,  Inc.  (the  "Assisted  General  Partner") and
Related  Housing  Programs  Corporation  (the "Related  General  Partners")  are
affiliated with The Related Companies, L.P. ("Related").  The general partner of
Related  is The  Related  Realty  Group,  Inc.,  of  which  Stephen  M.  Ross is
president,  director and a stockholder.  The General Partners manage and control
the affairs of the Partnership by engaging other affiliates of Related.

The Assisted General Partner was incorporated in Delaware on April 15, 1983 and
the Related General Partner was incorporated in Delaware on July 2, 1982.

On November 25, 1997, an affiliate of the Related General Partner purchased 100%
of the stock of the Assisted General Partner (the "Transfer"). In addition to
the Transfer, an affiliate of the Related General Partner also acquired the
Assisted General Partner's general partner interest in Cambridge/Related Housing
Associates Limited Partnership, the special limited partner of the Partnership.
Pursuant to the Partnership's Amended and Restated Partnership Agreement, the
consent of the limited partners was not required to approve the Transfer. In
connection with the Transfer, the Partnership paid to the Assisted General
Partner the accrued asset management fees owed to it in the aggregate amount of
$1,000,814. See Note 8 to the Financial Statements in Item 8 above.

Certain information concerning the directors and officers of the General
Partners are set forth below.

The director and officers of the Related General Partner are as follows:

Name                                Position
----                                --------

Stephen M. Ross                     Director

Alan P. Hirmes                      President

Stuart J. Boesky                    Senior Vice President

Denise Kiley                        Vice President

Marc Schnitzer                      Vice President

Mark E. Carbone                     Vice President

Robert Bordonaro                    Vice President

Glenn F. Hopps                      Treasurer

Teresa Wicelinski                   Secretary

Susan J. McGuire                    Assistant Secretary

STEPHEN M. ROSS, 61,  President,  Director and shareholder of The Related Realty
Group,  Inc., the general  partner of The Related  Companies,  L.P. He graduated
from the  University  of  Michigan  School  of  Business  Administration  with a
Bachelor of Science degree and from Wayne State University  School of Law with a
Juris Doctor degree.  Mr. Ross then received a Master of Laws degree in taxation
from New York University School of Law. He joined the accounting firm of Coopers
& Lybrand in Detroit as a tax specialist  and later moved to New York,  where he
worked for two large Wall Street  investment  banking firms in their real estate
and  corporate  finance  departments.  Mr.  Ross formed the  predecessor  of The
Related  Companies,  L.P.  in 1972  to  develop,  manage,  finance  and  acquire
subsidized and conventional apartment developments.  Mr. Ross also serves on the
Board of Trustees of Charter Municipal Mortgage Acceptance Company.

ALAN P. HIRMES,  46, has been a Certified  Public  Accountant  in New York since
1978.  Prior to joining  Related in October  1983,  Mr.  Hirmes was  employed by
Weiner & Co., Certified Public Accountants.  Mr. Hirmes is also a Vice President
of Capital. Mr. Hirmes graduated from Hofstra University with a Bachelor of Arts
degree.  Mr. Hirmes also serves on the Board of Directors of Aegis Realty,  Inc.
and Charter Municipal Mortgage Acceptance Company.

STUART J. BOESKY, 44, practiced real estate and tax law in New York City with
the law firm of Shipley & Rothstein from 1984 until February 1986 when he joined
Capital. From 1983 to 1984, Mr. Boesky practiced law with the Boston law firm of
Kaye Fialkow Richard & Rothstein, and from 1978 to 1980 was a consultant
specializing in real estate at the accounting firm of Laventhol & Horwath. Mr.
Boesky graduated from Michigan State University with a Bachelor of Arts degree
and from Wayne State School of Law with a Juris Doctor degree. He then received
a Master of Laws degree in Taxation from Boston University School of Law. Mr.
Boesky also serves on the Board of Directors of Aegis Realty, Inc., Charter
Municipal Mortgage Acceptance Company and American Mortgage Acceptance Company.

DENISE L. KILEY,  41, is responsible  for overseeing the due diligence and asset
management of all multifamily  residential  properties invested in RCC sponsored
corporate, public and private equity and debt funds. Prior to joining Related in
1990,  Ms.  Kiley  had  experience  acquiring,   financing  and  asset  managing
multifamily  residential  properties.  From 1981 through 1985 she was an auditor
with Price Waterhouse.  Ms. Kiley holds a Bachelor of Science in Accounting from
Boston College.

MARC D. SCHNITZER, 40, joined Related in January 1988 after receiving his Master
of Business Administration degree from The Wharton School of The University of
Pennsylvania in December 1987. From 1983 to 1986, Mr. Schnitzer was a Financial
Analyst with The First Boston Corporation in New York, an international
investment banking firm. Mr. Schnitzer received a Bachelor of Science degree,
summa cum laude, in Business Administration, from the School of Management at
Boston University in May 1983.

MARK E. CARBONE, 44, rejoined Related in 1998 where his primary responsibility
has been disposition of real estate. From 1994 to 1998 he was President of WHC,
Inc., a distressed asset real estate fund. From 1986 to 1994 he was President of
Marigold Real Estate and Development, Inc., a real estate development company
located in Greenwich, CT. From 1979 to 1986 he was a Vice President at Related
Capital Company. He received a Bachelor of Arts in Government from Harvard
University in 1979.

ROBERT  BORDONARO,  47, is a Vice  President - Finance of  Related.  He has also
served as  Controller  of Related.  Mr.  Bordonaro  has been a Certified  Public
Accountant in New York since 1977. Prior to joining  Related,  Mr. Bordonaro was
employed  by the  accounting  firms of Weiner & Co. from 1982 to 1985 and Arthur
Young from 1975 to 1981. Mr.  Bordonaro  graduated summa cum laude from New York
University  with a  Bachelor  of  Science  degree  and with a Masters  degree in
Business Administration.

GLENN F. HOPPS,  38, joined Related in December 1990, and prior to that date was
employed  by  Marks  Shron &  Company  and  Weissbarth,  Altman  and  Michaelson
certified public accountants. Mr. Hopps graduated from New York State University
at Albany with a Bachelor of Science Degree in Accounting.

TERESA WICELINSKI, 35, joined Related in June 1992, and prior to that date was
employed by Friedman, Alpren & Green, certified public accountants. Ms.
Wicelinski, graduated from Pace University with a Bachelor of Arts Degree in
Accounting.

SUSAN J.  McGUIRE,  54,  graduated  from  William  Cullen  Bryant High School in
Woodside,  New York, and attended  Queensboro  Community College.  Since January
1977,  she has  served as  Assistant  to the  President  and  Office  Manager at
Capital.  From May 1973 to January 1977,  she was employed as an  administrative
assistant with Condren,  Walker & Co.,  Inc., an investment  banking firm in New
York City.

The directors and executive officers of the Assisted General Partner are as
follows:

Name                                Position
----                                --------

Michael Brenner                     Director

Alan P. Hirmes                      President

Stuart J. Boesky                    Executive Vice President

Marc D. Schnitzer                   Vice President

Denise L. Kiley                     Vice President

Mark E. Carbone                     Vice President

Glenn F. Hopps                      Treasurer

Teresa Wicelinski                   Secretary

MICHAEL BRENNER, 55, is a Director of Aegis, and is the Executive Vice President
and Chief Financial Officer of TRCLP. Prior to joining TRCLP in 1996, Mr.
Brenner was a partner with Coopers & Lybrand, having served as managing partner
of its Industry Programs and Client Satisfaction initiatives from 1993-1996,
managing partner of the Detroit group of offices from 1986-1993 and Chairman of
its National Real Estate Industry Group from 1984-1986. Mr. Brenner graduated
summa cum laude from the University of Detroit with a Bachelors degree in
Business Administration and from the University of Michigan with a Masters of
Business Administration, with distinction. Mr. Brenner also serves on the Board
of Trustees of Charter Municipal Mortgage Acceptance Company and Aegis Realty,
Inc.

Biographical  information  with respect to Messrs.  Hirmes,  Boesky,  Schnitzer,
Kiley, Carbone, Hopps and Ms. Wicelinski is set forth above.

Item 11.  Executive Compensation.

The Partnership has no officers or directors. The Partnership does not pay or
accrue any fees, salaries or other forms of compensation to directors or
officers of the General Partners for their services. However, under the terms of
the Partnership Agreement, the General Partners and their affiliates are
entitled to receive compensation from the Partnership in consideration of
certain services rendered to the Partnership by such parties. In addition, the
General Partners collectively hold a 1% interest in all profits, losses and
distributions attributable to operations and a subordinated 15% interest in such
items attributable to sales and refinancings. See Note 8 to the Financial
Statements in Item 8 above, which information is incorporated herein by
reference thereto. Certain directors and officers of the General Partners
receive compensation from the General Partner and their affiliates for services
performed for various affiliated entities which may include services performed
for the Partnership.

Tabular information concerning salaries, bonuses and other types of compensation
payable to executive officers has not been included in this annual report. As
noted above, the Partnership has no executive officers. The levels of
compensation payable to the General Partners and/or their affiliates is limited
by the terms of the Partnership Agreement and may not be increased therefrom on
a discretionary basis.

Item 12.  Security Ownership of Certain Beneficial Owners and Management.

The General Partners own all of the outstanding general partnership interests in
the Partnership. The General Partners collectively have a 1% interest in all
profits, losses and distributions of the Partnership from operations and a
subordinated 15% interest in such items from sale or refinancing proceeds.
Except as aforesaid, no person is known to own beneficially in excess of 5% of
the outstanding partnership interests.

At February 28, 2001, security ownership by the General Partners and their
affiliates was as follows:

                    Name and Address of                Amount of      Percentage
Title of Class      Beneficial Ownership        Beneficial Ownership    of Class
--------------      --------------------        --------------------    --------

General Partnership Government Assisted
Interest in the     Properties, Inc.                    $   1              25%
Partnership         625 Madison Avenue
                    New York, NY  10022

                    Related Housing Programs
                    Corporation                             1              25%
                    625 Madison Avenue
                    New York, NY  10022

                    Cambridge/Related Housing
                    Associates Limited Partnership        998              50%
                    625 Madison Avenue
                    New York, NY  10022

The Assisted General Partner and the Related General Partner each hold a .5%
general partnership interest in Cambridge Related Associates. Ronald W. Weiss
and J. Michael Fried each own a 49.5% limited partner interest in Cambridge
Related Associates. Ronald W. Weiss is not affiliated with the Assisted or
Related General Partner. J. Michael Fried is no longer affiliated as of December
31, 1999.

Item 13.  Certain Relationships and Related Transactions.

The Partnership has and will continue to have certain relationships with the
General Partner and its affiliates, as discussed in Item 11 and also Note 8 to
the Financial Statements in Item 8 above, which is incorporated herein by
reference thereto. However, there have been no direct financial transactions
between the Partnership and the directors and officers of the General Partners.

Affiliates of the Related General Partner earned approximately $158,000 in
management fees during the 1998 Fiscal Year for providing property management
services to eight of the Local Partnerships.



<PAGE>
<TABLE>
<CAPTION>


                                     PART IV

Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
                                                                               Sequential
                                                                                   Page
                                                                                  -------
(a) 1.   Financial Statements

<S>                                                                               <C>
         Independent Auditors' Report                                             27

         Consolidated Balance Sheets at February 28, 2001 and February 29, 2000   112

         Consolidated Statements of Income for the Years Ended February 28,
         2001, February 29, 2000 and February 28, 1999                            113

         Consolidated  Statements of Partners'  Deficit for the Years Ended February
         28, 2001, February 29, 2000 and February 28, 1999                        114

         Consolidated  Statements  of Cash Flows for the Years  Ended  February  28,
         2001, February 29, 2000 and February 28, 1999                            115

         Notes to Consolidated Financial Statements                               118

(a) 2.   Financial Statement Schedules

         Independent Auditors' Report                                             143

         Schedule I - Condensed Financial Information of Registrant               144

         Schedule III - Real Estate and Accumulated Depreciation                  147
</TABLE>


         All other schedules have been omitted because the required information
         is included in the financial statements and notes thereto or they are
         not applicable or not required.

(a) 3.   Exhibits

(3)      The Partnership's Amended and Restated Agreement and Certificate of
         Limited Partnership, as filed with the Secretary of State of the
         Commonwealth of Massachusetts, incorporated by reference to Exhibit (3)
         to the Partnership's Annual Report on Form 10-K for the fiscal year
         ended February 29, 1984 (Commission File #0-12634).

(21) The Local  Partnerships set forth in Item 2 may be considered  subsidiaries
of the Registrant

(b)      Reports on Form 8-K

         None



<PAGE>




                                   SIGNATURES



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


                     CAMBRIDGE + RELATED HOUSING PROPERTIES
                               LIMITED PARTNERSHIP



                               By:  GOVERNMENT ASSISTED PROPERTIES, INC.,
                                    a general partner

Date:  May 22, 2001

                                    By: ____________________________
                                        Alan P. Hirmes
                                        President


                               and


                               By:  RELATED HOUSING PROGRAMS CORPORATION,
                                    a general partner

Date:  May 22, 2001

                                    By: _____________________________
                                        Alan P. Hirmes
                                        President



<PAGE>


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


     Signature                         Title                           Date
     ---------                         -----                           ----




                             President (principal financial
_____________________        officer) of Related Housing
Alan P. Hirmes               Programs Corporation and
                             Government Assisted Properties, Inc. May 22, 2001



                             Treasurer (principal accounting
_____________________        officer) of Related Housing
Glenn F. Hopps               Programs Corporation and
                             Government Assisted Properties, Inc. May 22, 2001



_____________________        Director of Related Housing
Stephen M. Ross              Programs Corporation                 May 22, 2001



<PAGE>


                                   SIGNATURES



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


                     CAMBRIDGE + RELATED HOUSING PROPERTIES
                               LIMITED PARTNERSHIP



                               By:  GOVERNMENT ASSISTED PROPERTIES, INC.,
                                    a general partner

Date:  May 22, 2001

                                    By: /s/ Alan P. Hirmes
                                        -------------------
                                        Alan P. Hirmes
                                        President


                               and


                               By:  RELATED HOUSING PROGRAMS CORPORATION,
                                    a general partner

Date:  May 22, 2001

                                    By: /s/ Alan P. Hirmes
                                        -------------------
                                        Alan P. Hirmes
                                        President



<PAGE>


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


   Signature                        Title                           Date
   ---------                        -----                           ----



                             President (principal financial
/s/ Alan P. Hirmes           officer) of Related Housing
Alan P. Hirmes               Programs Corporation and
                             Government Assisted Properties, Inc.  May 22, 2001



                             Treasurer (principal accounting
/s/ Glenn F. Hopps           officer) of Related Housing
Glenn F. Hopps               Programs Corporation and
                             Government Assisted Properties, Inc.  May 22, 2001



/s/ Stephen M. Ross          Director of Related Housing
Stephen M. Ross              Programs Corporation                  May 22, 2001



<PAGE>


                          INDEPENDENT AUDITORS' REPORT


To the Partners of
Cambridge + Related Housing Properties Limited Partnership and Subsidiaries

In connection with our audits of the consolidated financial statements of
Cambridge + Related Housing Properties Limited Partnership and Subsidiaries
included in this Form 10-K as presented in our opinion dated May 10, 2001 on
pages 27 and 28, and based on the reports of other auditors, we have also
audited supporting Schedules I and III for the 2000, 1999 and 1998 Fiscal Years.
In our opinion, and based on the reports of other auditors (certain of which
were modified due to the uncertainty of these subsidiary partnerships' abilities
to continue in existence), these consolidated schedules present fairly, when
read in conjunction with the related consolidated financial statements, the
financial data required to be set forth therein.

As discussed in Note 10, the Partnership is currently in the process of winding
up its operations and disposing of its investments. It is anticipated that this
process will take a number of years.

As discussed in Note 11(a), one subsidiary partnership is in default of its
mortgage agreement and two other subsidiary partnerships have incurred losses
and their current liabilities exceed current assets. This raises substantial
doubt about these subsidiary partnerships' abilities to continue as going
concerns. The financial statements for one of these subsidiary partnerships were
unaudited and the auditors for the other subsidiary partnerships modified their
reports due to the uncertainty of the abilities of the subsidiary partnerships
to continue in existence. In addition, during the 2000 Fiscal Year three
subsidiary partnerships adopted plans to sell their properties and liquidate in
lieu of continuing their businesses. As a result, the financial statements for
these three subsidiary partnerships are presented on the liquidating basis of
accounting. Such subsidiary partnerships' assets aggregated $6,791,125 at
February 28, 2001. The consolidated financial statements do not include any
adjustments that might result from the outcome of these uncertainties.

As discussed in Note 7, the principal and all accrued interest on the purchase
money notes became due during 1998 to 1999. The Partnership exercised its option
to extend the maturity of such notes for three to five years. The Partnership
expects that upon final maturity it will be required to refinance or sell its
investments in the subsidiary partnerships in order to pay the purchase money
notes and related interest obligations. It is uncertain as to whether the
proceeds from such sales will be sufficient to meet the outstanding balances of
the purchase money notes and accrued interest thereon. The consolidated
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

TRIEN ROSENBERG ROSENBERG
WEINBERG CIULLO & FAZZARI, LLP

New York, New York
May 10, 2001



<PAGE>



           CAMBRIDGE + RELATED HOUSING PROPERTIES LIMITED PARTNERSHIP
                                   SCHEDULE I
                  CONDENSED FINANCIAL INFORMATION OF REGISTRANT



Summarized   condensed  financial   information  of  registrant  (not  including
consolidated subsidiary partnerships)



                            CONDENSED BALANCE SHEETS


                                     ASSETS

                                                      February 28,  February 29,
                                                         2001          2000
                                                       ----------    ---------

Cash and cash equivalents                             $  1,716,718 $   2,174,349
Investment in and advances to subsidiary partnerships   14,691,988    17,036,931
Other assets                                               210,367       237,369
                                                           -------       -------

  Total assets                                         $16,619,073  $ 19,448,649
                                                       ===========  ============

                        LIABILITIES AND PARTNERS' DEFICIT

Purchase money notes payable                           $20,801,534   $26,637,019
Due to general partner and affiliates                    1,637,784     1,452,351
Due to selling partners                                30,351,470    36,560,820
Other liabilities                                           46,226        97,008
Distribution payable                                       516,300     1,004,200
                                                           -------     ---------
Total liabilities                                       53,353,314    65,751,398

Partners' deficit                                     (36,734,241)  (46,302,749)
                                                      -----------   -----------

  Total liabilities and partners' deficit              $16,619,073   $19,448,649
                                                       ===========   ===========


Investments in subsidiary partnerships are recorded in accordance with the
equity method of accounting, wherein the investments are not reduced below zero.
Accordingly, partners' deficit on the consolidated balance sheet will differ
from partners' deficit shown above.



<PAGE>



           CAMBRIDGE + RELATED HOUSING PROPERTIES LIMITED PARTNERSHIP
                                   SCHEDULE I
                  CONDENSED FINANCIAL INFORMATION OF REGISTRANT

<TABLE>
<CAPTION>


                       CONDENSED STATEMENTS OF OPERATIONS

                                                       Year Ended
                                                       ----------
                                            February 28,  February 29, February 28,
                                               2001          2000           1999
                                               ----          ----           ----

Revenues

<S>                                       <C>           <C>           <C>
  Other                                   $      59,849 $     242,582 $     111,462
                                          ------------- ------------- -------------

                                          $      59,849       242,582       111,462
                                          -------------       -------       -------

Expenses

  Administrative and management               1,043,674       995,278       311,992
  Administrative and management-
   related parties                            1,082,045     1,094,664     1,078,071
  Financial, principally interest             2,082,541     2,770,875     3,569,130
                                              ---------     ---------     ---------

                                              4,208,260     4,860,817     4,959,193
                                              ---------     ---------     ---------
                                             (4,148,411)   (4,618,235)   (4,847,731)

  (Loss) gain on sale of investments in subsidiary
   partnerships                                       0    (4,467,865)   11,970,286
  Forgiveness of indebtedness income         10,348,388    26,725,364     7,567,720
  Equity in gain (loss) income of subsidiary
   partnerships (a)                           3,884,831       501,350    (5,843,290)
                                              ---------       -------    ----------

Net income                                  $10,084,808   $18,140,614    $8,846,985
                                            ===========   ===========    ==========

</TABLE>








(a) Includes suspended prior year losses in excess of investment in accordance
with equity method of accounting amounting to $0, ($66,913) and ($4,742,328) for
2001, 2000 and 1999.




<PAGE>


           CAMBRIDGE + RELATED HOUSING PROPERTIES LIMITED PARTNERSHIP
                                   SCHEDULE I
                  CONDENSED FINANCIAL INFORMATION OF REGISTRANT

                       CONDENSED STATEMENTS OF CASH FLOWS

                                                         Year Ended
                                                         ----------
                                        February 28,  February 29,  February 28,
                                          2001           2000             1999
                                          ----           ----             ----

Cash flows from operating activities:
Net income                               $10,084,808   $18,140,614  $  8,846,985
                                         -----------   -----------  ------------
Adjustments to reconcile net income to
  net cash used in operating activities:
  Loss (gain) on sale of investments in subsidiary
   partnerships                                   0     4,467,865   (11,970,286)
  Forgiveness of indebtedness income    (10,348,388)  (26,725,364)   (7,567,720)

  (Increase) decrease in assets:
  Decrease in certificates of deposit             0             0       159,348
  Equity in (income) loss of subsidiary
   partnerships                          (3,884,831)     (501,350)    5,843,290
  Decrease in other assets                  367,339       562,605        15,661

  Increase (decrease) in liabilities:
  Due to general partners and affiliates    185,433       366,353        63,158
  Due to selling partners                 2,082,541     2,770,875     3,569,130
  Other liabilities                         (50,782)       68,475        10,868
                                            -------        ------        ------
  Total adjustments                     (11,648,688)  (18,990,541)   (9,876,551)
                                        -----------   -----------    ----------
  Net cash used in operating activities  (1,563,880)     (849,927)   (1,029,566)
                                         ----------      --------    ----------

Cash flows from investing activities:
  Proceeds from sale of investments in subsidiary
   partnerships                                   0     2,828,103             0
  Investment in, advances to, and (repayments
   from) subsidiaries                       107,803       (91,906)     (242,213)
  Distributions from subsidiaries         6,121,971     2,753,325     2,039,907
                                          ---------     ---------     ---------
 Net cash provided by investing activities 6,229,774     5,489,522     1,797,694
                                           ---------     ---------     ---------

Cash flows from financing activities:
Principal payments of purchase money notes (4,001,079)   (1,352,412)           0
  Payments to selling partners             (118,246)   (1,393,987)     (600,492)
  Distributions to partners              (1,004,200)   (2,020,374)   (2,030,972)
                                         ----------    ----------    ----------
  Net cash used in financing activities  (5,123,525)   (4,766,773)   (2,631,464)
                                         ----------    ----------    ----------

Net decrease in cash and cash equivalents  (457,631)     (127,178)   (1,863,336)
Cash and cash equivalents, beginning of year 2,174,349   2,301,527    4,164,863
                                             ---------   ---------    ---------

Cash and cash equivalents, end of year $  1,716,718   $ 2,174,349   $ 2,301,527
                                       ============   ===========   ===========



<PAGE>


           CAMBRIDGE + RELATED HOUSING PROPERTIES LIMITED PARTNERSHIP
                                  SCHEDULE III
                    REAL ESTATE AND ACCUMULATED DEPRECIATION
                   Partnership Property Pledged as Collateral
                                FEBRUARY 28, 2001

<TABLE>
<CAPTION>


                                                                                     Cost Capitalized
                                                          Initial Cost to Partnership   Subsequent to
                                                          --------------------------
                                                                       Buildings and    Acqusition:
Subsidiary Partnership's Residential Property  Encumbrances    Land     Improvements   Improvements
---------------------------------------------  ------------    ----     ------------   ------------

<S>                                            <C>           <C>       <C>             <C>
(9) Bay Village Company                        $4,007,387$   $333,604  $ 6,053,390     $ 949,750
(12) Bethany Glen Associates                            0     341,004    3,025,540    (3,366,544)
(11) Grandview-Blue Ridge Manor, Limited        1,360,658     128,604    2,011,867        83,133
(4) Buena Vista Manor Apts. Ltd.                2,871,896     258,604    4,355,907       692,982
(7) Canton Commons Apartments                           0     683,605   11,875,258    (12,558,863)
(18) Cedar Hill Apartments, Ltd.                  945,420      67,419    1,337,361        90,760
(10)Breckenridge-Chaparral Apartments II, Ltd.  1,387,605     123,604    2,010,522       173,640
(18)Char-mur Apartments                           771,122      55,048    1,080,372        41,634
(7) Clinton Plaza Apartments L. P.                      0     238,604    4,443,787    (4,682,391)
(7) Clinton Plaza Apartments #2 L. P.                   0     288,604    5,293,492    (5,582,096)
(18)Crossett Apartments, Ltd.                     878,387      61,840    1,176,962       79,375
(8) Cudahy Gardens, Ltd.                                0     168,604    3,092,733    (3,261,337)
(10)El Paso-Gateway East, Ltd.                  1,680,007     158,604    2,422,623      350,062
(7) Golf Manor Apartments, Ltd.                         0     183,605    3,060,084   (3,243,689)
(7) Grosvenor South Apartments L. P.                    0     233,604    4,341,549    (4,575,153)
(7) Grosvenor South Apartments #2 L. P.                 0      81,104    1,460,463    (1,541,567)
(3) Oakland-Keller Plaza                                0     358,605    5,742,056    (6,100,661)
(16)Lafayette Square Apartment's Ltd.           3,008,275     348,604    4,116,308       481,314
(8) San Diego-Logan Square Gardens Co.          3,743,130     308,604    5,005,103       558,555
(6) Los Caballeros Apartments                           0     223,604    4,124,963    (4,348,567)
(3) South Munjoy Associates Ltd.                        0     208,604    3,456,920    (3,665,524)
(13)Country, Ltd.                                       0     210,827    3,807,680    (4,018,507)
(13)Northbrook III, Ltd.                                0     131,383    2,305,900    (2,437,283)
(10)Forth Worth-Northwood Apartments, Ltd.       1,478,622    118,604    2,226,552       283,561
(10) Corpus Christi-Oso Bay Apartments, Ltd.     1,756,879    158,604    2,501,173       214,820
(8) Pacific Palms, Ltd.                                  0    233,604    4,819,956    (5,053,560)
(14)Zeigler Blvd., Ltd.                          2,808,829    218,605    3,945,003       185,717
(14)Parktowne, Ltd.                                      0    176,605    3,273,501    (3,450,106)
(8) Riverside Gardens, Ltd.                              0    308,604    5,357,903    (5,666,507)
(5) Rolling Meadows Apts., Ltd.                  3,158,061    258,604    4,418,421       615,307
(5) Ardmore-Rolling Meadows of Ardmore, Ltd.     1,608,260    138,604    2,320,412       263,839
(5) Rolling Meadows of Chickasha, Limited                0    128,604    2,298,164    (2,426,768)
(15)Roper Mountain Apartments                            0    258,605    4,925,617    (5,184,222)
(7) Rosewood Manor Apartments                            0    508,604    5,328,672    (5,837,276)
(14)New Jersey, Ltd.                                     0    178,605    3,214,241    (3,392,846)
(10)Stephenville-Tarleton Arms                   2,029,126    238,604    2,832,970       212,039
(5) Oklahoma City-Town & Country Village                 0    408,604    7,307,195    (7,715,799)
(17)Caddo Parish-Villas South, Ltd.              5,286,683    298,604    6,019,236    (3,007,824)
(14)Eastwyck III, Ltd.  1,186,394                  108,605  1,790,877        8,226        109,016
(7) Warren Manor Apts., Ltd.-Property A and B            0    758,604   10,506,325    (11,264,929)
(7) Warren Woods Apartments, Ltd.                        0    308,605    4,697,009     (5,005,614)
(1) Westgate Associates Ltd.                             0    183,604    2,824,512     (3,008,116)
(14)Westwood Apartments Company, Limited                 0    233,605    4,168,757     (4,402,362)
(2) Wingate Associates Ltd.                      2,046,747    198,604    2,968,529        463,380
                                     ----------------------- ----------  ------------   ------------

                                            $  42,013,488   $10,619,983  $173,345,865 $(119,050,017)
                                             ===========     =========    ============  ============

</TABLE>
<TABLE>
<CAPTION>
                                                                                                                       Life on which
                                                                                                                     Depreciation in
                                                 Gross  Amount at which Carried At Close of Period
                                               --------------------------------------------------
                                                       Buildings and              Accumulated     Year of      Date   Statement is
Subsidiary Partnership's Residential Property   Land    Improvements     Total    Depreciation  Construction Acquired Computed(c)(d)
--------------------------------------------    ----    ------------     -----     ------------   ------------  --------  ----------

<S>                                             <C>        <C>          <C>           <C>          <C>          <C>        <C>
(9) Bay Village Company                         $ 334,015  $ 7,002,729  $ 7,336,744   $(3,878,414)        (c)   10/83      15-30
(12) Bethany Glen Associates                           0            0           0              0        (c)    10/83       10-30
(11) Grandview-Blue Ridge Manor, Limited         129,015    2,094,589    2,223,604    (1,231,437)       (c)     9/83          30
(4) Buena Vista Manor Apts. Ltd.                 294,581    5,012,912    5,307,493    (4,099,530)       (c)    11/83       20-30
(7) Canton Commons Apartments                          0            0            0             0         (c)    8/83         25
(18) Cedar Hill Apartments, Ltd.                  69,380    1,426,160    1,495,540      (643,674)         (c)     12/84    20-35
(10)Breckenridge-Chaparral Apartments II, Ltd.   124,015    2,183,751    2,307,766    (1,252,791)         (c)          9/83   30
(18)Char-mur Apartments                           57,009    1,120,045    1,177,054      (520,580)       (c)         12/84     35
(7) Clinton Plaza Apartments L. P.                    0             0            0             0         (c)          8/83    30
(7) Clinton Plaza Apartments #2 L. P.                 0             0            0             0         (c)        8/83      30
(18)Crossett Apartments, Ltd.                    63,801    1,254,376     1,318,177     (679,024)         (c)         12/84    30
(8) Cudahy Gardens, Ltd.                              0             0            0             0         (c)      9/83     10-30
(10)El Paso-Gateway East, Ltd.                  164,656    2,766,633     2,931,289   (1,631,167)     (c)          9/83     25-30
(7) Golf Manor Apartments, Ltd.                     0               0            0             0  (c)             8/83       25
(7) Grosvenor South Apartments L. P.                0               0            0             0   (c)            8/83        30
(7) Grosvenor South Apartments #2 L. P.             0               0            0             0  (c)            8/83         30
(3) Oakland-Keller Plaza                            0               0            0             0  (c)          9/83        15-30
(16)Lafayette Square Apartment's Ltd.           349,015     4,597,211    4,946,226    (2,606,186)  (c)          9/83       15-30
(8) San Diego-Logan Square Gardens Co.          309,015     5,563,247    5,872,262    (3,242,975)  (c)         9/83         7-30
(6) Los Caballeros Apartments                         0             0            0             0  (c)           9/83         30
(3) South Munjoy Associates Ltd.                      0             0            0             0  (c)         11/83        30-40
(13)Country, Ltd.                                     0             0            0             0   (c)           8/83       5-30
(13)Northbrook III, Ltd.                              0             0            0             0   (c)          8/83      30
(10)Forth Worth-Northwood Apartments, Ltd.      119,015     2,509,702    2,628,717    (1,448,416)  (c)          9/83       10-30
(10) Corpus Christi-Oso Bay Apartments, Ltd.    159,015     2,715,582    2,874,597    (1,558,573)  (c)          9/83     27.5-30
(8) Pacific Palms, Ltd.                               0             0            0             0  (c)           9/83        9-30
(14)Zeigler Blvd., Ltd.                         219,016     4,130,309    4,349,325    (1,995,361)  (c)          8/83        40
(14)Parktowne, Ltd.                                   0             0            0             0   (c)          8/83      15-30
(8) Riverside Gardens, Ltd.                           0             0            0             0  (c)          9/83       15-30
(5) Rolling Meadows Apts., Ltd.                 259,015     5,033,317    5,292,332    (3,071,207)  (c)         11/83      27
(5) Ardmore-Rolling Meadows of Ardmore, Ltd.    118,015     2,604,840    2,722,855    (1,562,520)  (c)          9/83      15-30
(5) Rolling Meadows of Chickasha, Limited             0             0            0             0  (c)          11/83      27
(15)Roper Mountain Apartments                         0             0            0             0   (c)         8/83      25
(7) Rosewood Manor Apartments                         0             0            0             0  (c)           9/83      30
(14)New Jersey, Ltd.                                  0             0            0             0   (c)          8/83      30
(10)Stephenville-Tarleton Arms                  239,015     3,044,598    3,283,613    (1,783,178)  (c)          9/83       15-40
(5) Oklahoma City-Town & Country Village              0             0            0             0  (c)           9/83       10-30
(17)Caddo Parish-Villas South, Ltd.              299,015     3,011,001   3,310,016    (3,011,001)  (c)          9/83       15-30
(14)Eastwyck III, Ltd.  1,186,394              1,798,692     1,907,708   (904,777)                 (c)          8/83        30
(7) Warren Manor Apts., Ltd.-Property A and B         0             0            0          0       (c)        8/83         25
(7) Warren Woods Apartments, Ltd.                     0             0            0          0      (c)         8/83         25
(1) Westgate Associates Ltd.                          0             0            0          0      (c)         11/83         40
(14)Westwood Apartments Company, Limited               0            0            0          0       (c)         8/83      15-30
(2) Wingate Associates Ltd.                      199,016    3,431,497    3,630,513  (1,230,436)     (c)        11/83      30-40
                                                ----------  ---------   ---------   --------      -----     -------      ------

                                              $3,614,640  $61,301,191  $64,915,831   $(36,351,247)
                                               =========  ==========   ===========   ============
</TABLE>

(a) Properties  are subject to mortgage  notes and  purchase  money notes,
    as shown above.
(b) No carrying costs have been capitalized since all properties were acquired
    after completion of construction.
(c) Since all properties were acquired as operating properties, depreciation is
    computed using primarily the straight line method over the estimated useful
    lives determined by the Partnership date of acquisition.
(d) Furniture and fixtures, included in building and improvements, are
    depreciated primarily by the straight line method over the estimated useful
    lives ranging from 5 to 15 years.
(e) These amounts differ from the amounts presented in the audited financial
    statements of these subsidiary partnerships due to a difference in
    accounting between these partnerships and the other forty-one subsidiary
    partnerships. This difference, which is significant to the individual
    subsidiary partnerships, relates to discounts on the respective mortgages
    payable and the related acquisition cost and current carrying value of
    property and equipment.

Geographic Locations: (1) Vermont, (2) New Hampshire, (3) Maine, (4) Tennessee,
(5) Oklahoma, (6) Colorado, (7) Michigan, (8) California, (9) Massachusetts,
(10) Texas, (11) Missouri, (12) Arizona, (13) Mississippi, (14) Alabama, (15)
South Carolina, (16) New Mexico, (17) Louisiana, (18) Arkansas
<TABLE>
<CAPTION>

                                      Cost  of  Property  and Equipment                           Accumulated Deprecitaion
                                    --------------------------------------                 --------------------------------------
                                                   Year Ended                                             Year Ended
                                February 28,       February 29,    February 28,        February 28,      February 29,   February 28,
                                   2001               2000             1999               2001               2000             1999
                                   ----               ----             ----               ----               ----             ----

<S>                              <C>              <C>               <C>               <C>               <C>              <C>
Balance at beginning of period   $84,972,630      $127,567,824      $149,785,384      $45,259,984       $67,944,464      $74,871,603
Additions during period:
  Improvements                       441,990           676,231           518,621
  Depreciation expense                                                                  1,606,397         2,569,844        4,145,148
Reductions during period:
  Dispositions                  (20,498,789)      (43,174,701)      (19,545,109)     (10,515,134)      (25,254,324)     (11,072,287)
  Loss on impairment of assets              0         (96,724)       (3,191,072)                0                 0                0
                                --------------  --------------      ------------     -------------     -------------    -----------

Balance at end of period         $64,915,831     $  84,972,630      $127,567,824      $36,351,247       $45,259,984      $67,944,464
                                  ==========      ============       ===========       ==========        ==========       ==========
</TABLE>

At the time the local partnerships were acquired by Cambridge & Related Housing
Properties Limited Partnership, the entire purchase price paid by Cambridge &
Related Housing Properties Limited Partnership was pushed down to the local
partnerships as property and equipment with an offsetting credit to capital.
Since the projects were in the construction phase at the time of acquisition,
the capital accounts were insignificant at the time of purchase. Therefore,
there are no material differences between the original cost basis for tax and
GAAP.