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, 2003

                                       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]

     Indicate by check mark whether the registrant is an  accelerated  filer (as
defined in Rule 12b-2 of the Act). Yes     No  X
                                      -----  -----

     The  approximate  aggregate book value of the voting and non-voting  common
equity  held by  non-affiliates  of the  Registrant  as of August  31,  2002 was
($28,378,000) based on Limited Partner equity (deficit) as of such date.

     Registrant's voting and non-voting common equity is not publicly traded.

                       DOCUMENTS INCORPORATED BY REFERENCE

     None



<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.  See
"Sales  of  Underlying  Properties/Local  Partnership  Interests"  below.  As of
February 28, 2003, the  Partnership  has disposed of forty-two of its forty-four
original  investments.  Subsequently on March 11, 2003, the property and related
assets and  liabilities of one investment was sold. The remaining  investment is
under contract to be sold.

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.

                                       2
<PAGE>

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 has limited the ability of the Partnership to vary its
investment portfolio in response to changing economic,  financial and investment
conditions; such investments have also been subject to changes in local economic
circumstances  and  housing  patterns  which  have had an impact on real  estate
values and,  in the  Partnership's  current  liquidation  phase,  the ability to
achieve  a  profit  on the  sale of the  apartment  complexes.  These  Apartment
Complexes have also required  greater  management  expertise and have had 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, 2003,  the maturity dates of the Purchase
Money Notes  associated  with the remaining  properties  owned by the Subsidiary
Partnerships  were extended through a fifth year. These are the final extensions
for these  Purchase  Money Notes (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.

                                       3
<PAGE>

Unpaid  interest of $3,669,010  (with  respect to the two  remaining  notes) and
$24,273,106 (with respect to the fourteen  remaining notes) at February 28, 2003
and 2002,  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,  pursuant to the Purchase  Money Note,  that it was
extending  the  maturity  date of such  notes.  However  in certain  cases,  the
Partnership  did not pay the extension fee at that time,  deferring such payment
to the future.  The two  properties  with Purchase  Money Notes are now extended
with maturity dates of August and October 2003.  These are the final  extensions
for these  Purchase  Money Notes.  Extension  fees of $107,118  were accrued and
added to the balance of these Purchase Money Notes.

The Partnership expects that upon final maturity it will be required to 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,  the  prices  realized  on the  sale  of the  Partnership's
investment sold to date 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.  No  assurance  can be given that  management's
efforts  will be  successful  in selling  the  Partnership's  investment  in the
remaining  property.  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.

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.  As of February 28, 2003,  the  Partnership  has
disposed of forty-two of its forty-four original investments.  Subsequently,  on
March 11, 2003 one additional  investment was sold. The one remaining investment
is under  contract to be sold within the next  several  months.  There can be no
assurance that the  Partnership  will dispose of its last  remaining  investment
during this time frame or the amount of proceeds which may be received.

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,

                                       4
<PAGE>

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.  As of February  28, 2003 all Local  Partnerships  named above were
sold except Gateway, which was subsequently sold on March 11, 2003.

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

On January 2, 2003,  the  Partnership's  limited  partnership  interest in Caddo
Parish - Villas  South,  Ltd.  ("Villas  South")  was  transferred  to the Local
General Partner  resulting in a gain in the amount of approximately  $2,726,000.
No proceeds were used to settle the  associated  Purchase Money Note and accrued
interest  thereon,  which  had a  total  outstanding  balance  of  approximately
$7,344,000 resulting in a gain of approximately $7,344,000.

On December 19, 2002,  the property and the related  assets and  liabilities  of
Wingate Associates, Limited ("Wingate") were sold to an unaffiliated third party
purchaser  for  approximately  $2,600,000  resulting  in a gain in the amount of
approximately $132,000. The Partnership used approximately  $1,043,000 to settle
the associated  Purchase Money Note and accrued  interest  thereon,  which had a
total outstanding balance of approximately  $1,447,000  resulting in forgiveness
of indebtedness income of approximately $404,000.

On  October  31,  2002,  the  Partnership's   limited  partnership  interest  in
Grandview-Blue   Ridge  Manor,   Ltd.  ("Blue  Ridge"),   Breckenridge-Chaparral
Apartments  II, Ltd.  ("Chaparral"),  Albuquerque-Lafayette  Square Apts.,  Ltd.
("Lafayette"),  Fort  Worth-Northwood  Apartments,  Ltd.  ("Northwood"),  Corpus
Christi-Oso  Bay  Apartments,  Ltd.  ("Oso  Bay"),  Ardmore-Rolling  Meadows  of
Ardmore,  Ltd.  ("Ardmore")  and  Stephenville-Tarleton  Arms  Apartments,  Ltd.
("Tarleton") were sold back to the Local General Partner for approximately  $100
each  resulting  in  losses of  approximately  $453,000,  $667,000,  $1,687,000,
$1,416,000, $1,053,000, $866,000 and $1,377,000,  respectively. No proceeds were
used to settle the associated Purchase Money Notes and accrued interest thereon,
which had total outstanding  balances of approximately  $1,525,000,  $1,999,000,
$3,592,000,  $2,050,000,  $2,364,000,  $2,229,000 and $2,851,000,  respectively,
resulting in gains on sale of  properties  in amounts  equal to the interest and
principal due on such Purchase Money Notes.

On July 12, 2002,  the property and the related  assets and  liabilities  of San
Diego-Logan  Square  Gardens  Company  ("Logan")  were sold to the Local General
Partners  for  approximately  $9,241,000  resulting  in a gain in the  amount of
approximately $5,403,000. The Partnership used approximately $5,740,000 to fully
settle the associated  Purchase  Money Note and accrued  interest  thereon.  The
Partnership  netted  approximately  $1,104,000  of cash  which was  placed  into
working capital to pay Partnership expenses.

On March 27,  2002,  the  property  and the related  assets and  liabilities  of
Ziegler  Boulevard,  Ltd.  ("Ziegler") were sold to an unaffiliated  third party
purchaser  for  approximately  $2,379,000  resulting  in a loss in the amount of
approximately  $485,000.  The Partnership used approximately  $340,000 to settle
the associated  Purchase Money Note and accrued  interest  thereon,  which had a
total outstanding balance of approximately  $2,746,000  resulting in forgiveness
of indebtedness income of approximately $2,406,000.

On March 27, 2002, the Partnership's  limited  partnership  interest in Eastwyck
III,  Ltd.  Limited  Partnership  ("Eastwyck")  was  sold to the  Local  General
Partners for approximately $5,000 resulting in a loss of approximately $336,000.
No proceeds were used to settle the  associated  Purchase Money Note and accrued
interest  thereon,  which  had a  total  outstanding  balance  of  approximately
$1,220,000 resulting in a gain on sale of approximately $1,220,000.

On December 4, 2001, the Partnership's  limited partnership interest in Crossett
Apartments,  Ltd.  ("Crossett") was sold to the Local General Partner  effective

                                       5
<PAGE>

January 1, 2002 for $7,920 resulting in a loss of approximately $212,000 and the
related  Purchase  Money Note was  assigned  to the Local  General  Partner.  No
proceeds  were used to settle the  associated  Purchase  Money Note and  accrued
interest  thereon,  which  had a  total  outstanding  balance  of  approximately
$1,117,000 resulting in a gain on sale of property of approximately $1,117,000.

On December 4, 2001, the  Partnership's  limited  partnership  interest in Cedar
Hill  Apartments,  Ltd.  ("Cedar  Hill") was sold to the Local  General  Partner
effective  January  1, 2002 for  $11,988  resulting  in a loss of  approximately
$479,000 and the related  Purchase  Money Note was assigned to the Local General
Partner.  No proceeds were used to settle the associated Purchase Money Note and
accrued interest thereon, which had a total outstanding balance of approximately
$1,220,000 resulting in a gain on sale of property of approximately $1,220,000.

On November 26, 2001, the Partnership's  limited  partnership  interest in Buena
Vista Manor  Apartments,  Ltd.  ("Buena  Vista")  was sold to the Local  General
Partners  for  $125,000  resulting  in a loss  in the  amount  of  approximately
$596,000. No proceeds were used to settle the associated Purchase Money Note and
accrued interest thereon, which had a total outstanding balance of approximately
$5,092,000 resulting in a gain of approximately $5,092,000.

On August 31,  2001,  the  property and the related  assets and  liabilities  of
Rolling  Meadows   Apartments,   Ltd.  ("Rolling   Meadows")  were  sold  to  an
unaffiliated  third party  purchaser for  $1,925,000  resulting in a loss in the
amount of approximately $485,000. The Partnership used approximately $201,000 to
settle the associated  Purchase Money Note and accrued interest  thereon,  which
had a  total  outstanding  balance  of  approximately  $3,757,000  resulting  in
forgiveness of indebtedness income of approximately $3,556,000.

On March 16,  2001,  the  property  and the related  assets and  liabilities  of
Char-Mur Apartments  ("Char-Mur") were sold to an affiliate of the Local General
Partner  for  $475,000,  resulting  in a loss  in the  amount  of  approximately
$193,000.  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 $901,000. In addition, approximately $21,000 of accounts payable to an
unrelated party were forgiven in the current year.

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 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 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

                                       6
<PAGE>

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 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.

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.

Segments
--------

The Partnership operates in one segment, which is the investment in multi-family
residential property.

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").

                                       7
<PAGE>

Item 2. Properties.

As of February 28, 2003,  the  Partnership  holds a 98.99%  limited  partnership
interest in each of two Local Partnerships,  which own two residential Apartment
Complexes receiving Government Assistance. During the fiscal year ended February
28, 2003,  the property and the related  assets and  liabilities  owned by three
Local Partnerships were sold and the Partnership's Local Partnership Interest in
nine other Local  Partnerships were sold. Through the fiscal year ended February
28,  2003,  the  properties  and the  related  assets and  liabilities  owned by
eighteen Local  Partnerships were sold and the  Partnership's  Local Partnership
Interest in twenty-four other Local Partnerships were sold. 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
                                              Assistance                  Percentage of Units
                                    Year     -------------              Occupied at December 31,
Name and Location of Property       Com-         HUD          --------------------------------------------
(Number of Units)(b)                pleted   Programs (a)      2002     2001      2000     1999      1998
--------------------                ------   -------------    ------   ------    ------   ------    ------
<S>                                 <C>      <C>                <C>      <C>       <C>      <C>       <C>
Caddo Parish-Villas South, Ltd.     1972     Sec.221(d)(4)      (r)      86%       86%      86%       86%
  Shreveport, Louisiana (172)

Oklahoma City-Town and              1973     Sec.207            (j)      (j)       (j)      (j)       (j)
  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)      (n)       (n)      83%       96%
  Mobile, Alabama (112)

Zeigler Boulevard, Ltd.             1981     Sec.221(d)(4)      (q)      80%       76%      85%      100%
  Mobile, Alabama (112)

Eastwyck III, Ltd.                  1979     Sec.221(d)(4)      (r)      90%      100%      98%       96%
  Mobile, Alabama (48)

Breckenridge-Chaparral
  Apartments II, Ltd.               1973     Sec.236            (r)      91%       87%      (k)       94%
  Breckenridge, Texas (88)

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

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

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

</TABLE>

                                       8
<PAGE>

<TABLE>
<CAPTION>

                           Local Partnership Schedule
                           --------------------------
                                  (continued)
                                  -----------
                                              Government
                                              Assistance                  Percentage of Units
                                    Year     -------------              Occupied at December 31,
Name and Location of Property       Com-         HUD          --------------------------------------------
(Number of Units)(b)                pleted   Programs (a)      2002     2001      2000     1999      1998
--------------------                ------   -------------    ------   ------    ------   ------    ------
<S>                                 <C>      <C>                <C>      <C>       <C>      <C>       <C>

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

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

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

Albuquerque-Lafayette
  Square Apts., Ltd.                1973     Sec.236            (r)      96%       99%      (k)       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)       (m)      (m)       95%
    Warren Manor II (136)           1970     Sec.221(d)(4)      (m)      (m)       (m)      (m)       95%

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

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

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

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

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

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

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

</TABLE>

                                       9
<PAGE>


<TABLE>
<CAPTION>

                           Local Partnership Schedule
                           --------------------------
                                  (continued)
                                  -----------
                                              Government
                                              Assistance                  Percentage of Units
                                    Year     -------------              Occupied at December 31,
Name and Location of Property       Com-         HUD          --------------------------------------------
(Number of Units)(b)                pleted   Programs (a)      2002     2001      2000     1999      1998
--------------------                ------   -------------    ------   ------    ------   ------    ------

<S>                                 <C>      <C>                <C>     <C>        <C>      <C>       <C>
Clinton Plaza Apartments            1969     Sec.221(d)(3)      (h)      (h)       (h)      (h)       (h)
  Limited Partnership
  Clinton, Michigan (168)

Clinton Plaza Apartments            1970     Sec.221(d)(3)      (h)      (h)       (h)      (h)       (h)
  #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            (q)     100%       98%      (k)       98%
  San Diego, California (170)                Sec.8

Grandview-Blue Ridge Manor, Ltd.    1972     Sec.236            (r)      96%       95%      (k)       93%
  Grandview, Missouri (80)

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

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

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

Stephenville-Tarleton Arms
  Apartments, Ltd.                  1972     Sec.236            (r)      99%       95%      (k)       95%
  Stephenville, Texas (128)                  Sec.8

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

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

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

Bay Village Company                 1971     Sec.236            99%     100%       99%      99%       95%
  Fall River, Massachusetts (206)            Sec.8

</TABLE>

                                       10
<PAGE>

<TABLE>
<CAPTION>

                           Local Partnership Schedule
                           --------------------------
                                  (continued)
                                  -----------
                                              Government
                                              Assistance                  Percentage of Units
                                    Year     -------------              Occupied at December 31,
Name and Location of Property       Com-         HUD          --------------------------------------------
(Number of Units)(b)                pleted   Programs (a)      2002     2001      2000     1999      1998
--------------------                ------   -------------    ------   ------    ------   ------    ------
<S>                                 <C>      <C>                <C>      <C>       <C>      <C>      <C>
Buena Vista Manor
  Apartments, Ltd.                  1969     Sec.221(d)(3)      (p)      (p)       98%      98%      100%
  Nashville, Tennessee (200)                 Sec.8

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

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

Wingate Associates Limited          1972     Sec.236            (q)      95%       99%      98%       97%
  Laconia, New Hampshire (100)               Sec.8

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

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

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

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

</TABLE>

(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.

                                       11
<PAGE>

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 28, 1999 (see Note 10 in Item 8. Financial Statements
and Supplemental Data).

                                       12
<PAGE>

(j) The Partnership's  Local Partnership  Interests in these Local  Partnerships
were sold during the fiscal year ended February 28, 1999 (see Note 10 in Item 8.
Financial Statements and Supplemental Data).

(k) As a result of on-going litigation,  which was subsequently settled, related
to the Roar Properties (as defined herein), occupancy rates were not 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).

(o) The property  and the related  assets and  liabilities  were sold during the
fiscal year ended February 28, 2002 (see Note 10 in Item 8. Financial Statements
and Supplemental Data).

(p) The Partnership's  Local Partnership  Interests in these Local  Partnerships
were sold during the fiscal year ended February 28, 2002 (see Note 10 in Item 8.
Financial Statements and Supplemental Data).

(q) The property  and the related  assets and  liabilities  were sold during the
fiscal year ended February 28, 2003 (see Note 10 in Item 8. Financial Statements
and Supplemental Data).

(r) The Partnership's  Local Partnership  Interests in these Local  Partnerships
were sold during the fiscal year ended February 28, 2003 (see Note 10 in Item 8.
Financial Statements and Supplemental Data).

(s) The property and the related assets and  liabilities  were sold on March 11,
2003 (see Note 13 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.

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

Item 3. Legal Proceedings

None.

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.

                                       13
<PAGE>

                                     PART II

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

At February 28, 2003, 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, 2003,  the  Partnership  had
4,223 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 2003 and 2002, there were no distributions paid to the limited partners
or the General Partners, from net proceeds from the sale of properties (see Item
7. below). 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,  nor do the General  Partners  expect that the  Partnership
will distribute sufficient net proceeds from sales or refinancings to return the
Limited Partners' original investment.

Item 6. Selected Financial Data.

                                       14
<PAGE>

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 28,   February 28,   February 28,    February 28,    February 28,
OPERATIONS                2003            2002           2001           2000             1999
----------             ------------   ------------   ------------    ------------    ------------
<S>                    <C>            <C>            <C>             <C>             <C>
Revenues               $ 32,956,656   $ 17,797,723   $ 16,831,588    $ 14,075,165    $ 35,823,217
Operating expenses        8,909,188     14,449,409     17,101,952      22,632,634      31,032,957
                       ------------   ------------   ------------    ------------    ------------
Income (loss) before
  minority interest
  and extraordinary      24,047,468      3,348,314       (270,364)     (8,557,469)      4,790,260
  item

Minority interest in
  income (loss) of
  subsidiaries              225,786          6,242         (2,300)         (1,430)       (424,099)
                       ------------   ------------   ------------    ------------    ------------

Income (loss) before
  extraordinary item     24,273,254      3,354,556       (272,664)     (8,558,899)      4,366,161

Extraordinary
  item-forgiveness
  of indebtedness         2,831,151      4,456,996     10,348,388      26,725,364       7,583,482
                       ------------   ------------   ------------    ------------    ------------

Net income             $ 27,104,405   $  7,811,552   $ 10,075,724    $ 18,166,465    $ 11,949,643
                       ============   ============   ============    ============    ============


Income (loss) before
  extraordinary item
  per limited          $      2,394   $        331   $        (27)   $       (844)   $        431
  partnership unit

Extraordinary item
  per limited
  partnership unit              279            440          1,020           2,636             748
                       ------------   ------------   ------------    ------------    ------------

Net income per
  limited
  partnership unit     $      2,673   $        771   $        993    $      1,792    $      1,179
                       ============   ============   ============    ============    ============

<CAPTION>
                                                     Year Ended
                       --------------------------------------------------------------------------
                       February 28,   February 28,   February 28,    February 28,    February 28,
FINANCIAL POSITION         2003            2002           2001           2000             1999
------------------     ------------   ------------   ------------    ------------    ------------

<S>                    <C>            <C>            <C>             <C>             <C>
Total assets           $  7,443,777   $ 30,584,781   $ 37,735,134    $ 49,506,785    $ 74,790,559
                       ============   ============   ============    ============    ============

Long-term obligations  $  9,047,068   $ 57,097,277   $ 72,474,005    $ 93,199,151    $134,392,143
                       ============   ============   ============    ============    ============

Total liabilities      $ 12,151,677   $ 62,151,701   $ 77,233,742    $ 98,569,533    $141,014,105
                       ============   ============   ============    ============    ============

Minority interest      $    (91,601)  $    153,784   $     33,648    $     28,932    $     30,399
                       ============   ============   ============    ============    ============

</TABLE>

During the years ended February 28, 1999,  February 29, 2000, February 28, 2001,
2002 and 2003 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,
1999,  February 29, 2000,  February 28, 2001, 2002 and 2003 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.

* As restated - see Note 12 to the financial statements.

                                       15
<PAGE>
<TABLE>
<CAPTION>
                  Selected Quarterly Financial Data (Unaudited)

                                               Quarter Ended
                         ----------------------------------------------------------
                            May 31,      August 31,       November       February
OPERATIONS                   2002         30, 2002        30, 2002         2003
-----------------------  ------------   ------------    ------------   ------------
<S>                      <C>            <C>             <C>            <C>
Revenues                 $  3,229,118   $  2,300,581    $  7,599,804   $ 19,827,153
Operating expense           2,900,900      2,240,167       2,748,700      1,019,421
                         ------------   ------------    ------------   ------------
Income before minority
interest                      328,218         60,414       4,851,104     18,807,732

Minority interest in
income (loss) of
subsidiaries                  125,715         (2,848)        115,316        (12,397)
                         ------------   ------------    ------------   ------------

Income before
extra-ordinary items          453,933         57,566       4,966,420     18,795,335

Extra-ordinary item --
forgiveness of
indebtedness                2,427,492              0               0        403,659
                         ------------   ------------    ------------   ------------

Net income               $  2,881,425   $     57,566    $  4,966,420   $ 19,198,994
                         ============   ============    ============   ============

Income before
extra-ordinary item
per limited
partnership unit         $      44.77   $       5.68    $     489.81   $   1,853.70

Extra ordinary item
per limited
partnership unit               239.41              0               0          39.81
                         ------------   ------------    ------------   ------------

Net income per limited
partnership unit         $     284.18   $       5.68    $     489.81   $   1,893.51
                         ============   ============    ============   ============
<CAPTION>
                                               Quarter Ended
                         ----------------------------------------------------------
                            May 31,      August 31,       November       February
OPERATIONS                   2001         30, 2001        30, 2001*        2002*
-----------------------  ------------   ------------    ------------   ------------
<S>                      <C>             <C>             <C>            <C>
Revenues                 $  2,988,398    $ 3,139,040     $ 2,430,468    $ 9,239,817
Operating expenses          3,815,298      3,651,928       3,047,884      3,934,299
                         ------------   ------------    ------------   ------------
(Loss) income before
minority interest            (826,900)      (512,888)       (617,416)     5,305,518

Minority interest in
(loss) income of
subsidiaries                     (462)          (832)          5,772          1,764
                         ------------   ------------    ------------   ------------

(Loss) income before
extra-ordinary items         (827,362)      (513,720)       (611,644)     5,307,282

Extra-ordinary item --
forgiveness of
indebtedness                  901,219              0       3,861,270       (305,493)
                         ------------   ------------    ------------   ------------

Net income (loss         $     73,857   $   (513,720)   $  3,249,626   $  5,001,789
                         ============   ============    ============   ============

(Loss) income before
extra-ordinary item per
limited partnership unit $     (81.60)  $     (50.66)   $     (60.32)  $     523.43


Extra ordinary item
per limited partnership
unit                            88.88           0.00          380.82         (30.13)
                         ------------   ------------    ------------   ------------

Net income (loss) per
limited partnership unit $       7.28   $     (50.66)   $     320.50   $     493.30
                         ============   ============    ============   ============
</TABLE>

* As restated - see Note 12.
                                       16

<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,  (ii) cash  distributions  from sales of the Local  Partnerships  in
which the  Partnership has invested,  (iii) interest  earned on funds,  and (iv)
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,  2003,  the property and the related
assets and liabilities  owned by three Local  Partnerships and the Partnership's
Limited  Partnership  Interest in nine Local Partnerships were sold. Through the
fiscal year ended  February 28, 2003,  the properties and the related assets and
liabilities owned by eighteen Local Partnerships were sold and the Partnership's
Local Partnership Interest in twenty-four other Local Partnerships were sold.

The  Partnership had a working  capital  reserve of  approximately  $628,000 and
$135,000  at  February  28, 2003 and 2002,  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 $1,976,000 of Partnership
management fees which were accrued and continue to be deferred.

During the fiscal year ended February 28, 2003, cash and cash equivalents of the
Partnership and its  consolidated  Local  Partnerships  increased  approximately
$71,000.   This   increase  was  due  to  proceeds   from  sale  of   properties
($13,893,000),  a decrease in mortgage  escrow  deposits  relating to  investing
activities   ($657,000)  which  exceeded  cash  used  in  operating   activities
($170,000),  acquisition  of  property  and  equipment  ($487,000),  payments to
selling  partners  ($4,105,000),  net principal  payments of mortgage  notes and
purchase  money notes  ($8,202,000),  costs paid  relating to sale of properties
($1,496,000)  and a decrease in  minority  interest  ($20,000).  Included in the
adjustments to reconcile the net income to cash provided by operating activities
is gain on sale of properties ($25,095,000),  forgiveness of indebtedness income
($2,831,000) and depreciation ($352,000).

Cash flow distributions aggregating $207,440, $71,144 and $196,814 were made to
the Partnership in the 2002, 2001 and 2000 Fiscal Years, respectively. Of such
distributions, $169,833, $56,426 and $118,246, respectively, was used to pay
interest on the Purchase Money Notes. Distribution of proceeds from sales
aggregating $8,994,812 and $289,581 were made to the Partnership in the 2002 and
2001 Fiscal Years, respectively of which $7,123,995 and $286,080, respectively,
was used to pay principal and interest on the Purchase Money Notes.

Critical Accounting Policies
----------------------------

In  preparing  the  consolidated  financial  statements,   management  has  made
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities at the date of the financial  statements and the reported amounts of
revenues and expenses during the reporting periods.  Actual results could differ
from those  estimates.  Set forth below is a summary of the accounting  policies
that  management  believes are critical to the  preparation of the  consolidated
financial  statements.  The summary should be read in conjunction  with the more
complete  discussion of the Company's  accounting policies included in Note 2 to
the consolidated financial statements in this annual report on Form 10-K.

                                       17
<PAGE>

a) 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.
The Partnership complies with Statement of Financial Accounting Standards (SFAS)
No. 144 "Accounting for the Impairment or Disposal of Long-Lived Assets". 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.

b)  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.

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

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

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

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.  Due to the sale
of  properties,  the  portfolio  is  not  diversified  by  the  location  of the
properties around the United States. The remaining property may not be protected
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

                                       18
<PAGE>

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, 2003, 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, 2003, 2002 and 2001 (the 2002, 2001 and 2000
Fiscal Years, respectively).

The results of operations of the Partnership, as well as the Local Partnerships,
excluding  administrative and management,  taxes and insurance,  gain on sale of
properties and  forgiveness of  indebtedness  income,  remained  fairly constant
during the 2002, 2001 and 2000 Fiscal Years.

2002 vs. 2001
-------------
Rental  income  decreased  by  approximately  35% during the 2002 Fiscal Year as
compared to the 2001 Fiscal Year.  Excluding Char Mur, Rolling  Meadows,  Logan,
Wingate and Ziegler  which sold their  properties  and Buena Vista,  Cedar Hill,
Crossett,  Eastwyck,  Blue  Ridge,  Chaparral,  Lafayette,  Northwood,  Oso Bay,
Ardmore,  Tarleton and Villa South in which the Partnership's  interest was sold
(collectively  the "Sold  Assets"),  rental income  increased  approximately  3%
during the 2002 Fiscal Year as compared to the 2001 Fiscal Year primarily due to
rental increases at the Local Partnerships.

A gain on sale of properties and forgiveness of indebtedness was recorded in the
2002  Fiscal  Year  (see  Notes 10 and 11,  respectively,  in Item 8.  Financial
Statements and Supplemental Data).

Total  expenses,  excluding the Sold Assets,  administrative  and management and
taxes and insurance, remained fairly consistent with a decrease of approximately
2% for the 2002 Fiscal Year as compared to the 2001 Fiscal Year.

Administrative and management  decreased  approximately  $1,079,000 for the 2002
Fiscal  Year as compared to the 2001 Fiscal  Year.  Excluding  the Sold  Assets,
administrative and management decreased  approximately $126,000 primarily due to
a decrease in legal fees at the Partnership level.

Taxes and insurance decreased approximately $309,000 for the 2002 Fiscal Year as
compared to the 2001 Fiscal Year. Excluding the Sold Assets, taxes and insurance
increased  approximately  $24,000,  primarily  due  to  increases  of  insurance
premiums at one Local Partnership.

Administration   and   management-related   parties,   operating,   repairs  and
maintenance,   financial  and  depreciation   expense  decreased   approximately
$247,000, $787,000, $1,170,000,  $1,163,000 and $785,000,  respectively, for the
2002 Fiscal Year as compared to the 2001 Fiscal Year. Excluding the Sold Assets,
and Gateway East,  Ltd. and Bay Village,  for  depreciation  only, such expenses
remained  fairly   consistent  with   (decreases)   increases  of  approximately
($26,000), ($56,000), $23,000, $24,000 and $0, respectively, for the 2002 Fiscal
Year as compared to the 2001 Fiscal Year. Gateway East, Ltd. and Bay Village are
not depreciated during the period because they are classified as assets held for
sale.

2001 vs. 2000
-------------
Rental  income  decreased  by  approximately  14% during the 2001 Fiscal Year as
compared to the 2000 Fiscal Year.  Excluding  New Jersey,  Westgate,  Parktowne,
Westwood, Pacific Palm, Char-Mur and Rolling Meadows which sold their properties
and Buena Vista, Cedar Hill and Crossett in which the Partnership's interest was
sold (collectively the "Sold Assets"),  rental income increased approximately 6%

                                       19
<PAGE>

during the 2001 Fiscal Year as compared to the 2000 Fiscal Year primarily due to
rental increases and decreases in vacancies at several Local Partnerships.

Other income decreased  approximately $99,000 during the year ended February 28,
2002 as compared to 2001.  Excluding  the Sold Assets,  other  income  increased
approximately $62,000, primarily due to larger cash and cash equivalent balances
earning  interest at three Local  Partnerships,  increased  laundry  income at a
fourth  Local   Partnership  and  a  state  grant  received  at  a  fifth  Local
Partnership.

A gain on sale of properties and forgiveness of indebtedness was recorded in the
2001  Fiscal  Year  (see  Notes 10 and 11,  respectively,  in Item 8.  Financial
Statements and Supplemental Data).

Total  expenses,  excluding  Sold  Assets,  operating  and taxes and  insurance,
remained fairly  consistent with an increase of less than 2% for the 2001 Fiscal
Year as compared to the 2000 Fiscal Year.

Operating decreased  approximately $91,000 for the year ended February 28, 2002,
as  compared  to  2001.   Excluding   the  Sold  Assets,   operating   increased
approximately  $294,000,  primarily  due to an increase in utility costs at five
Local Partnerships.

Taxes and insurance decreased approximately $165,000 for the year ended February
28, 2002, as compared to 2001.  Excluding  the Sold Assets,  taxes and insurance
increased  approximately  $151,000,  primarily  due to  increases  of  insurance
premiums at three Local Partnerships.

Administrative   and  management,   repairs  and   maintenance,   financial  and
depreciation expense decreased  approximately $444,000,  $536,000,  $813,000 and
$469,000,  respectively, for the 2001 Fiscal Year as compared to the 2000 Fiscal
Year.  Excluding the Sold Assets, and Zeigler Boulevard Ltd, Eastwyck III, Ltd.,
Wingate Associates, Ltd., Logan Square, Lafayette Square, Gateway East, Ltd, Bay
Village and Northwood Apts. Ltd., for depreciation  only, such expenses remained
fairly consistent with decreases of approximately $11,000,  $74,000, $12,000 and
$9,000  respectively,  for the 2001  Fiscal  Year as compared to the 2000 Fiscal
Year. Zeigler Boulevard Ltd., Eastwyck III, Ltd, Wingate Associates, Ltd., Logan
Square,  Lafayette  Square,  Gateway  East,  Ltd.,  Bay  Village  and  Northwood
Apartments,  Ltd.  are not  depreciated  during  the  period  because  they  are
classified as assets held for sale.

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

Caddo Parish-Villas South, Ltd. ("Villas South")
------------------------------------------------
Villas  South  filed  for  protection  under  Chapter  11 of the  United  States
Bankruptcy  Code on  November  12,  1996 and the  equivalent  of a receiver  was
appointed.  The bankruptcy case was subsequently dismissed on April 18, 2002. On
January  2,  2003,  the  limited  partnership   interest  in  Villas  South  was
transferred to the Local General Partners (See Note 10 in Item 8.).

Other
-----

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

                                       20
<PAGE>

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.

                                       21
<PAGE>

Item 8. Financial Statements and Supplementary Data.                  Sequential
                                                                         Page
                                                                      ----------


(a) 1.  Financial Statements

        Independent Auditors' Report                                       23

        Consolidated    Balance   Sheets   at
        February 28, 2003 and 2002                                         76

        Consolidated   Statements  of  Income
        for  the  Years  Ended  February  28,
        2003, 2002 and 2001                                                77

        Consolidated       Statements      of
        Partners'   Deficit   for  the  Years
        Ended  February  28,  2003,  2002 and
        2001                                                               78

        Consolidated   Statements   of   Cash
        Flows  for the Years  Ended  February
        28, 2003, 2002 and 2001                                            79

        Notes   to   Consolidated   Financial
        Statements                                                         82


                                       22
<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, 2003 and
2002, and the related consolidated statements of income,  partners' deficit, and
cash flows for the years ended February 28, 2003,  2002 and 2001 (the 2002, 2001
and  2000  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 14 (2002 Fiscal Year), 19 (2001 Fiscal Year) and 24
(2000 Fiscal Year)  subsidiary  partnerships  whose (losses) income  constituted
$(1,844,282),  $(787,626) and $1,221,181 of the  Partnership's net income during
the 2002, 2001 and 2000 Fiscal Years, respectively, and whose assets constituted
90% (2002 Fiscal Year) and 85% (2001 Fiscal Year) of the Partnership's assets at
February  28,  2003  and  February  28,  2002,  presented  in  the  accompanying
consolidated financial statements.  The financial statements for 14 (2002 Fiscal
Year),  18 (2001  Fiscal  Year) and 23 (2000  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 (2001 and 2000
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, 2003 and
2002,  and the results of their  operations,  and their cash flows for the years
ended  February 28,  2003,  2002 and 2001,  in  conformity  with U.S.  generally
accepted accounting principles.

As discussed in Notes 10 and 13, the  Partnership is currently in the process of
winding up its operations and disposing of its  investments.  As of February 28,
2003 the Partnership has disposed of forty-two of its forty-four investments. On
March 11, 2003 one additional  investment was sold and the remaining  investment
is under contract to be sold.

TRIEN ROSENBERG ROSENBERG
WEINBERG CIULLO & FAZZARI, LLP

New York, New York
May 20, 2003

                                       23
<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

                                       24
<PAGE>

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

INDEPENDENT AUDITORS' REPORT

To the Partners
Caddo Parish-Villas South, Ltd.

We have audited the accompanying statement of Caddo Parish-Vallas South, Ltd., a
limited  partnership  organized under the laws of the State of Louisiana,  as of
December  31,  2002,  and the  related  statement  of  changes  in net assets in
liquidation  for  the  year  then  ended.   This  financial   statement  is  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 auditing standards  generally accepted
in the  United  States of  America.  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 described  in Note A, the  Partnership's  policy is to prepare its  financial
statements on the liquidation basis of accounting.

In our opinion,  the financial  statement  referred to above presents fairly, in
all material  respects,  the net assets in  liquidation  of Caddo  Parish-Villas
South,  Ltd.  As of  December  31,  2002,  and  the  changes  in net  assets  in
liquidation for the year then ended,  in conformity  with accounting  principles
generally accepted in the United States of America.



Browder & Associates, P.C.
Birmingham, Alabama
March 13, 2003

                                       25
<PAGE>

[Letterhead of Reznick Fedder & Silverman]

INDEPENDENT AUDITORS' REPORT

To the Partners
Zeigler Boulevard, Ltd.

We  have  audited  the  accompanying  statement  of  changes  in net  assets  in
liquidation  of Zeigler  Boulevard,  Ltd. for the period January 1, 2002 through
May  31,  2002.  This  financial   statement  is  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 auditing standards  generally accepted
in the  United  States of  America.  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 presents fairly, in
all material  respects,  the changes in net assets in liquidation for the period
January 1, 2002 through Mary 31, 2002, in conformity with accounting  principles
generally accepted in the United States of America.

As discussed in note A to the financial statement,  during 2001, the Partnership
adopted a plan to sell the rental property and liquidate the Partnership in lieu
of continuing the business.  On March 27, 2002, 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
statements 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 statement taken as a whole.

/s/ Reznick Fedder & Silverman
Bethesda, Maryland
August 1, 2002

                                       26
<PAGE>

[Letterhead of Reznick Fedder & Silverman]

INDEPENDENT AUDITORS' REPORT

To the Partners
Zeigler Boulevard, Ltd.

We have  audited the  accompanying  statement  of net assets in  liquidation  of
Zeigler  Boulevard,  Ltd. as of December 31, 2001, 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 auditing standards  generally accepted
in the  United  States of  America.  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 2001, 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 Zeigler Boulevard, Ltd.,
as of December 31, 2001,  and the changes in net assets in  liquidation  for the
year then ended, in conformity with accounting  principles generally accepted in
the United States of America.

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 25, 2002

                                       27
<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

                                       28
<PAGE>

[Letterhead of Reznick Fedder & Silverman]

INDEPENDENT AUDITORS' REPORT

To the Partners
Eastwyck III, Ltd.

We have  audited the  accompanying  statement  of net assets in  liquidation  of
Eastwyck III, Ltd. as of March 26, 2002, and the related statement of changes in
net assets in liquidation for the period January 1, 2002 through March 26, 2002.
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 auditing standards  generally accepted
in the  United  States of  America.  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 2001, 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 Eastwyck III, Ltd., as
of March 26, 2002, and the changes in net assets in liquidation  for the January
1, 2002  through  March 26,  2002,  in  conformity  with  accounting  principles
generally accepted in the United States of America.

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
August 1, 2002

                                       29
<PAGE>

[Letterhead of Reznick Fedder & Silverman]

INDEPENDENT AUDITORS' REPORT

To the Partners
Eastwyck III, Ltd.

We have  audited the  accompanying  statement  of net assets in  liquidation  of
Eastwyck III, Ltd. as of December 31, 2001, 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 auditing standards  generally accepted
in the  United  States of  America.  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 2001, 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 Eastwyck III, Ltd., as
of December 31, 2001, and the changes in net assets in liquidation  for the year
then ended, in conformity with accounting  principles  generally accepted in the
United States of America.

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 25, 2002

                                       30
<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

                                       31
<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., Project No.  113-44016-LD,  as of October 31, 2002, and the
related statements of profit and loss, changes in owners' equity, and cash flows
for the period then ended. These financial  statements are the responsibility of
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial position of the Project as of October 31,
2002 and the  results of its  operations  and its cash flows for the period then
ended in conformity with accounting  principles generally accepted in the United
States of America.

In accordance with Government Auditing  Standards,  we have also issued a report
dated November 30, 2002 on our consideration of the Project's  internal controls
and on our tests of its compliance with certain laws, regulations contracts, and
grants.  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
November 30, 2002

                                       32
<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,
2001, 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 U.S.  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,
2001 and the results of its operations, changes in owners' equity and cash flows
for the year then ended in conformity with U.S.  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,  2002 on our
consideration of the Project's  internal  controls and reports dated January 15,
2002 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, 2002

                                       33
<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

                                       34
<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

                                       35
<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

                                       36
<PAGE>

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

Independent Auditor's Report

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

We have audited the  accompanying  balance  sheet of Oso Bay  Apartments,  Ltd.,
Project No. 115-44129-LDP, as of October 31, 2002, and the related statements of
profit and loss,  changes in owners' equity,  and cash flows for the period then
ended.  These financial  statements are the  responsibility  of management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial position of the Project as of October 31,
2002 and the results of its  operations and cash flows for the period then ended
in conformity with accounting principles generally accepted in the United States
of America.

In accordance with Government  Auditing  Standards,  we have also issued reports
dated November 30, 2002 on our consideration of the Project's  internal controls
and on our tests of its compliance  with certain laws,  regulations,  contracts,
and  grants.  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
November 30, 2002

                                       37
<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,
2001, 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 U.S.  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,
2001 and the results of its operations, changes in owners' equity and cash flows
for the year then ended in conformity with U.S.  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, 2002 on our
consideration of the Project's  internal  controls and reports dated January 15,
2002 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, 2002

                                       38
<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

                                       39
<PAGE>

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

Independent Auditor's Report

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

We have audited the accompanying  balance sheet of Lafayette Square  Apartments,
Project No. 116-44022-LDP, as of October 31, 2002, and the related statements of
profit and loss,  changes in owners' equity,  and cash flows for the period then
ended.  These financial  statements are the  responsibility  of management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial position of the Project as of October 31,
2002 and the  results of its  operations  and its cash flows for the period then
ended in conformity with accounting  principles generally accepted in the United
States of America.

In accordance with Government  Auditing  Standards,  we have also issued reports
dated November 30, 2002 on our consideration of the Project's  internal controls
and on our tests of its compliance  with certain laws,  regulations,  contracts,
and  grants.  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
November 30, 2002

                                       40
<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,
2001, 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 U.S.  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,
2001 and the results of its operations, changes in owners' equity and cash flows
for the year then ended in conformity with U.S.  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, 2002 on our
consideration of the Project's  internal  controls and reports dated January 15,
2002 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, 2002

                                       41
<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

                                       42
<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,  Project  No.  129-44051-LD,  as of July  11,  2002,  and  the  related
statements of profit and loss, changes in owners' equity, and cash flows for the
period  then  ended.  These  financial  statements  are  the  responsibility  of
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of the Project as of July 11, 2002
and the results of its  operations  and its cash flows for the period then ended
in conformity with accounting principles generally accepted in the United States
of America.

In accordance with Government  Auditing  Standards,  we have also issued reports
dated July 16, 2002 on our consideration of the Project's  internal controls and
on our tests of its compliance with certain laws,  regulations,  contracts,  and
grants.  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
July 16, 2002

                                       43
<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, 2001, 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 U.S.  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,
2001 and the results of its operations, changes in owners' equity and cash flows
for the year then ended in conformity with U.S.  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, 2002 on our
consideration of the Project's  internal  controls and reports dated January 15,
2002 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, 2002

                                       44
<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

                                       45
<PAGE>

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

Independent Auditor's Report

To the partners of
Blue Ridge Manor Apartments, Ltd.
Grandview, Missouri

We have audited the accompanying  balance sheet of Blue Ridge Manor  Apartments,
Project No. 084-44127-LDP, as of October 31, 2002, and the related statements of
profit and loss,  changes in owners' equity,  and cash flows for the period then
ended.  These financial  statements are the  responsibility  of management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial position of the Project as of October 31,
2002 and the  results of its  operations  and its cash flows for the period then
ended in conformity with accounting  principles generally accepted in the United
States of America.

In accordance with Government  Auditing  Standards,  we have also issued reports
dated November 30, 2002 on our consideration of the Project's  internal controls
and on our tests of its compliance  with certain laws,  regulations,  contracts,
and  grants.  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
November 30, 2002

                                       46
<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, 2001, 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 U.S.  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,
2001 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, 2002 on our
consideration of the Project's  internal  controls and reports dated January 15,
2002 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, 2002

                                       47
<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

                                       48
<PAGE>

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

Independent Auditor's Report

To the partners of
Ardmore-Rolling Meadows of Ardmore, Ltd.
Ardmore, Texas

We have audited the  accompanying  balance sheet of  Ardmore-Rolling  Meadows of
Ardmore, Ltd., Project No. 117-44044-LD, as of October 31, 2002, and the related
statements of profit and loss, changes in owners' equity, and cash flows for the
period  then  ended.  These  financial  statements  are  the  responsibility  of
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial position of the Project as of October 31,
2002 and the  results of its  operations  and its cash flows for the period then
ended in conformity with accounting  principles generally accepted in the United
States of America.

In accordance with Government  Auditing  Standards,  we have also issued reports
dated November 30, 2002 on our consideration of the Project's  internal controls
and on our tests of its compliance  with certain laws,  regulations,  contracts,
and  grants.  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
November 30, 2002

                                       49
<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, 2001,
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 U.S.  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,
2001 and the results of its operations, changes in owners' equity and cash flows
for the year then ended in conformity with U.S.  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, 2002 on our
consideration of the Project's  internal  controls and reports dated January 15,
2002 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, 2002

                                       50
<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

                                       51
<PAGE>

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

Independent Auditor's Report

To the partners of
El Paso-Gateway East Apartments
El Paso, Texas

We  have  audited  the  accompanying  balance  sheet  of El  Paso  Gateway  East
Apartments,  Project No. 133-44016-LD,  as of December 31, 2002, and the related
statements of profit and loss, changes in owners' equity, and cash flows for the
period  then  ended.  These  financial  statements  are  the  responsibility  of
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of the Project as of December 31,
2002 and the  results of its  operations  and its cash flows for the period then
ended in conformity with accounting  principles generally accepted in the United
States of America.

In accordance with Government  Auditing  Standards,  we have also issued reports
dated January 22, 2003 on our  consideration of the Project's  internal controls
and on our tests of its compliance  with certain laws,  regulations,  contracts,
and  grants.  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 22, 2003

                                       52
<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,
2001, 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 U.S.  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,
2001 and the results of its operations, changes in owners' equity and cash flows
for the year then ended in conformity with U.S.  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, 2002 on our
consideration of the Project's  internal  controls and reports dated January 15,
2002 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, 2002

                                       53
<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

                                       54
<PAGE>

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

Independent Auditor's Report

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

We  have  audited  the  accompanying  balance  sheet  of  Forth  Worth-Northwood
Apartments, Ltd., Project No. 113-44025-LDP-SUP, as of October 31, 2002, and the
related statements of profit and loss, changes in owners' equity, and cash flows
for the period then ended. These financial  statements are the responsibility of
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial position of the Project as of October 31,
2002 and the  results of its  operations  and its cash flows for the period then
ended in conformity with accounting  principles generally accepted in the United
States of America.

In accordance with Government  Auditing  Standards,  we have also issued reports
dated November 30, 2002 on our consideration of the Project's  internal controls
and on our tests of its compliance  with certain laws,  regulations,  contracts,
and  grants.  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
November 30, 2002

                                       55
<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,  2001,  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 U.S.  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,
2001 and the results of its operations, changes in owners' equity and cash flows
for the year then ended in conformity with U.S.  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, 2002 on our
consideration of the Project's  internal  controls and reports dated January 15,
2002 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, 2002

                                       56
<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

                                       57
<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.,  Project No.  113-44034-LD,  as of October 31, 2002,  and the
related statements of profit and loss, changes in owners' equity, and cash flows
for the period then ended. These financial  statements are the responsibility of
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial position of the Project as of October 31,
2002 and the  results of its  operations  and its cash flows for the period then
ended in conformity with accounting  principles generally accepted in the United
States of America.

In accordance with Government  Auditing  Standards,  we have also issued reports
dated November 30, 2002 on our consideration of the Project's  internal controls
and on our tests of its compliance  with certain laws,  regulations,  contracts,
and  grants.  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
November 30, 2002

                                       58
<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,
2001, 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 U.S.  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,
2001 and the results of its operations, changes in owners' equity and cash flows
for the year then ended in conformity with U.S.  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, 2002 on our
consideration of the Project's  internal  controls and reports dated January 15,
2002 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, 2002

                                       59
<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

                                       60
<PAGE>

[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, 2002 and 2001 and the
related  statements of income,  partners' equity, and cash flows for each of the
three years in the period ended December 31, 2002.  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 auditing standards generally accepted
in the  United  States of  America.  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,  2002 and 2001,  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, 2002, in conformity  with  accounting  principles  generally
accepted in the United States of America.

/s/ Robert Ercolini & Company LLP
Boston, Massachusetts
January 24, 2003

                                       61
<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, 2001 and 2000 and the
related  statements of operations,  partners' equity, and cash flows for each of
the  three  years  in the  period  ended  December  31,  2001.  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 auditing standards generally accepted
in the  United  States of  America.  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,  2001 and 2000,  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, 2001, in conformity  with  accounting  principles  generally
accepted in the United States of America.

/s/ Robert Ercolini & Company LLP
Boston, Massachusetts
January 21, 2002

                                       62
<PAGE>

[CFL Accounting Services Letterhead]

Independent Auditors' Report

To The Partners of
Buena Vista Manor Apartments, Ltd.

I have audited the accompanying  balance sheet of Buena Vista Manor  Apartments,
Ltd. as of November 26, 2001, and the related  statements of income,  changes in
partners'  capital,  and cash  flows for the eleven  months  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. The financial  statements of Buena Vista Manor Apartments,  Ltd. as of
December 31, 2000 were audited by other  auditors whose report dated January 20,
2001 expressed an unqualified opinion on those statements.

I  conducted  my audit in  accordance  with  U.S.  generally  accepted  auditing
standards.  Those standards  require that I plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the accounting  principles used and the 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 Buena Vista Manor Apartments, Ltd.,
as of November 26, 2001, and the results of its operations, changes in partners'
capital, and cash flows for the eleven months then ended in conformity with U.S.
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 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.

My audit was  conducted  for the  purpose  of  forming  an  opinion on the basic
financial   statements  taken  as  a  whole.   The  accompanying   supplementary
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. Such information has been subjected to the auditing
procedures  applied to 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/ CFL Accounting Services
Nashville, Tennessee
February 7, 2002

                                       63
<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

                                       64
<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)  , as of  December  31,  2001 and 2000,  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 auditing standards  generally accepted
in the  United  States of  America.  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 Rolling
Meadows  Apartments,  Ltd. at December  31, 2001 and 2000 and the results of its
operations and changes in partners' capital (deficit) and its cash flows for the
years then ended in conformity with accounting  principles generally accepted in
the United States of America.


/s/ CBEW Professional Group, LLP
Certified Public Accountants
Cushing, Oklahoma
January 3, 2002

                                       65
<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

                                       66
<PAGE>

[EDWARD LEMKIN Letterhead]

INDEPENDENT AUDITOR'S REPORT

To the Partners
Wingate Associates Limited
Bridgeport, Connecticut

I have audited the accompanying  statements of income, gain on sale of apartment
project,  changes in  partners'  capital,  and cash flows of Wingate  Associates
Limited, HUD Project No.:  024-44018-LDP (a New Hampshire limited  partnership),
for the period January 1, 2002 to December 18, 2002. 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 auditing standards generally accepted in
the United  States of America and the standards  applicable to financial  audits
contained in Government Auditing Standards, issued by the Comptroller General of
the United States.  Those standards require that 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  statements  of income,  gain on sale of apartment  project,
changes in partners'  capital,  and cash flows referred to above present fairly,
in all  material  respects,  the  results of  operations  of Wingate  Associates
Limited for the period January 1, 2002 to December 18, 2002, in conformity  with
accounting principles generally accepted in the United States of America.

In accordance with Government Auditing Standards,  I have also issued my reports
dated  January 30, 2003, on my  consideration  of Wingate  Associates  Limited's
internal  control and on my tests of its compliance  with certain  provisions of
laws, regulations,  contracts, and grants. 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 my audit.

The accompanying supplementary information shown on pages 17-18 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, 2003

                                       67
<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, 2001, 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 auditing standards generally accepted in
the United States of America 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,  2001,  and the results of its
operations, changes in partners' capital, and cash flows for the year then ended
in conformity with accounting principles generally accepted in the United States
of America.

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 25, 2002,  on my
consideration of Wingate Associates Limited's internal control and reports dated
January 25, 2002, 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.  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 my audit.

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  19-21  is  presented  for  purposes  of  additional
analysis and is not a required  part of the basic  financial  statements  of the
partnership.  Such  information  has been  subjected to the auditing  procedures
applied in the audit of the basic financial  statements  and, in 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 25, 2002

                                       68
<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

                                       69
<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, 2001 and for the year then ended,  listed in
the  foregoing   table  of  contents.   These   financial   statements  are  the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards  generally accepted
in the United States of America 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 Cedar Hill  Apartments as of
December  31,  2001,  and the results of its  operations,  changes in  partners'
equity,  and cash flows for the year then ended in  conformity  with  accounting
principles generally accepted in the United States of America.

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 16, 2002, on our
consideration  of Cedar Hill  Apartments'  internal  control and  reports  dated
January 16, 2002, 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 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 16, 2002

                                       70
<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

                                       71
<PAGE>

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

INDEPENDENT AUDITORS' REPORT

To the Partners
Char-Mur Apartments:

We have  audited  the  accompanying  special-purpose  balance  sheet of Char-Mur
Apartments  (the   "Partnership")   as  of  March  16,  2001,  and  the  related
special-purpose  statements of income,  partners' equity, and cash flows for the
period 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 auditing standards  generally accepted
in the  United  States of  America.  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.

The accompanying  special-purpose  financial  statements have been prepared,  as
described  in  Note  1  to  the  financial   statements,   for  the  purpose  of
consolidation  with those of  Cambridge  + Related  Housing  Properties  Limited
Partnership ("Cambridge"), and on the basis of accounting practices specified by
the management of Cambridge. These financial statements are not intended to be a
presentation in conformity with accounting  principles generally accepted in the
United States of America.

In our opinion, such special-purpose financial statements present fairly, in all
material  respects,  the financial  position of the  Partnership as of March 16,
2001,  and the results of its  operations and its cash flows for the period then
ended in conformity with basis of accounting described in Note 1.

The  accompanying  financial  statements  have been  prepared  assuming that the
Partnership  will continue as a going  concern.  As discussed in Note 1 and 8 to
the financial statements,  the Partnership sold its sole revenue producing asset
during  the  period  and its  liabilities  exceed  its  assets by  approximately
$120,000 at March 16, 2001, which raises  substantial doubt about its ability to
continue as a going  concern.  Management's  plans  regarding  those matters are
described in Note 1. The  financial  statements  do not include any  adjustments
that might result from the outcome of this uncertainty.

This report is intended  solely for the  information  and use of the partners of
Char-Mur  Apartments,  management  and  Cambridge and should not be used for any
other purpose.

/s/ Jeffrey Phillips Mosley & Scott, P.A.
Little Rock, Arkansas
June 13, 2001

                                       72
<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


                                       73
<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. (the  "Partnership")  as of December 31, 2001, 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 auditing standards  generally accepted
in the United States of America 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, 2001, and the results of its operations,  changes in partners'  equity,  and
cash  flows for the year then ended in  conformity  with  accounting  principles
generally accepted in the United States of America.

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 16, 2002, on our
consideration of Crossett Apartments, Ltd.'s internal control, and reports dated
January 16, 2002, 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 and 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 16, 2002


                                       74
<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



                                       75
<PAGE>


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

<TABLE>
<CAPTION>

                                     ASSETS


                                                             February 28,    February 28,
                                                                 2003            2002*
                                                             ------------    ------------
<S>                                                          <C>             <C>

Property and equipment - at cost, less accumulated
  depreciation (Notes 2, 4, 6 and 7)                         $          0    $  5,941,766
Property and equipment-held for sale                            5,029,926      16,273,634
Cash and cash equivalents (Notes 2 and 11)                        851,768         780,650
Cash - restricted for tenants' security deposits                   11,457         235,380
Mortgage escrow deposits (Notes 5, 6 and 11)                    1,207,847       6,203,393
Rents receivable                                                    8,372         194,567
Prepaid expenses and other assets                                 334,407         955,391
                                                             ------------    ------------

  Total assets                                               $  7,443,777    $ 30,584,781
                                                             ============    ============

                        LIABILITIES AND PARTNERS' DEFICIT

  Mortgage notes payable (Notes 6 and 11)                    $  2,953,940    $ 16,740,978
  Purchase money notes payable (Note 7)                         2,408,117      16,067,193
  Due to selling partners (Note 7)                              3,685,011      24,289,106
  Accounts payable, accrued expenses and other liabilities        374,298       2,362,862
  Tenants' security deposits payable                               11,457         235,380
  Due to general partners of subsidiaries and their
   affiliates (Note 8)                                             33,423           8,423
  Due to general partners and affiliates (Note 8)               2,685,431       2,447,759
                                                             ------------    ------------

                                                               12,151,677      62,151,701

Minority interest (Note 2)                                        (91,601)        153,784
                                                             ------------    ------------

Commitments and contingencies (Note 11)

Partners' deficit:

  Limited partners                                             (4,121,609)    (30,954,969)
  General Partners                                               (494,690)       (765,735)
                                                             ------------    ------------
  Total partners' deficit                                      (4,616,299)    (31,720,704)
                                                             ------------    ------------

  Total liabilities and partners' deficit                    $  7,443,777    $ 30,584,781
                                                             ============    ============

</TABLE>

* As restated - see note 12
See accompanying notes to consolidated financial statements.

                                       76
<PAGE>

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

<TABLE>
<CAPTION>


                                                               Year Ended February 28,
                                                     ------------------------------------------

                                                         2003            2002*          2001
                                                     ------------   ------------   ------------
<S>                                                  <C>            <C>            <C>
Revenues
  Rentals, net                                       $  7,446,674   $ 11,526,261   $ 13,309,693
  Other                                                   415,327        807,705        945,008
  Gain on sale of properties (Note 10)                 25,094,655      5,463,757      2,576,887
                                                     ------------   ------------   ------------

   Total revenues                                      32,956,656     17,797,723     16,831,588
                                                     ------------   ------------   ------------

Expenses
  Administrative and management                         1,864,265      2,943,077      3,311,645
  Administrative and management-related
   parties (Note 8)                                     1,215,390      1,462,655      1,672,915
  Operating                                             1,549,319      2,335,867      2,426,925
  Repairs and maintenance                               1,769,229      2,939,677      3,475,553
  Taxes and insurance                                   1,137,048      1,446,091      1,610,907
  Financial, principally interest                       1,021,743      2,184,701      2,997,610
  Depreciation                                            352,194      1,137,341      1,606,397
                                                     ------------   ------------   ------------

   Total expenses                                       8,909,188     14,449,409     17,101,952
                                                     ------------   ------------   ------------

Income (loss) before minority interest and
  extraordinary item                                   24,047,468      3,348,314       (270,364)
Minority interest in income (loss) of subsidiaries        225,786          6,242         (2,300)
                                                     ------------   ------------   ------------
Income (loss) before extraordinary item                24,273,254      3,354,556       (272,664)
Extraordinary item - forgiveness of
  indebtedness income (Note 10)                         2,831,151      4,456,996     10,348,388
                                                     ------------   ------------   ------------
Net income                                           $ 27,104,405   $  7,811,552   $ 10,075,724
                                                     ============   ============   ============

Income (loss) before extraordinary item -
  limited partners                                   $ 24,030,522   $  3,321,010   $   (269,938)
Extraordinary item - limited partners                   2,802,839      4,412,426     10,244,904
                                                     ------------   ------------   ------------

Net income - limited partners                        $ 26,833,361   $  7,733,436   $  9,974,966
                                                     ============   ============   ============
Number of limited partnership units outstanding            10,038         10,038         10,038
                                                     ============   ============   ============

Income (loss) before extraordinary item per
  limited partnership unit                           $      2,394   $        331   $        (27)
Extraordinary item per limited partnership unit               279            440          1,020
                                                     ------------   ------------   ------------

Net income per limited partnership unit              $      2,673   $        771   $        993
                                                     ============   ============   ============
</TABLE>

* As reclassified for comparative purposes and restated - see note 12.
See accompanying notes to consolidated financial statements.

                                       77
<PAGE>

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

<TABLE>
<CAPTION>

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


<S>                                            <C>             <C>             <C>
Balance - March 1, 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)

Net  income - year ended February 28, 2002 -
   as restated (see Note 12)                      7,811,552       7,733,436          78,116
                                               ------------    ------------    ------------

Balance - February 28, 2002 - as restated
   (see Note 12)                                (31,720,704)    (30,954,970)       (765,734)

Net income - year ended February 28, 2003        27,104,405      26,833,361         271,044
                                               ------------    ------------    ------------

Balance - February 28, 2003                    $ (4,616,299)   $ (4,121,609)   $   (494,690)
                                               ============    ============    ============
</TABLE>


See accompanying notes to consolidated financial statements.

                                       78
<PAGE>

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


                                                                     Year Ended February 28,
                                                          --------------------------------------------

                                                              2003            2002*           2001
                                                          ------------    ------------    ------------
<S>                                                       <C>             <C>             <C>
Cash flows from operating activities:
  Net income                                              $ 27,104,405    $  7,811,552    $ 10,075,724
                                                          ------------    ------------    ------------
  Adjustments to reconcile net income to net
   cash (used in) provided by operating activities:
  Gain on sale of properties (Note 10)                     (25,094,655)     (5,463,757)     (2,576,887)
  Extraordinary item - forgiveness of
   indebtedness income (Note 10)                            (2,831,151)     (4,456,996)    (10,348,388)
  Depreciation                                                 352,194       1,137,341       1,606,397
  (Increase) decrease in assets:
   Cash - restricted for tenants' security deposits             21,883          (2,805)        136,769
   Mortgage escrow deposits                                    101,301        (436,686)       (178,953)
   Rents receivable                                             75,609         (28,409)       (168,786)
   Prepaid expenses and other assets                            25,655         383,168         216,327
  Increase (decrease) in liabilities:
   Due to selling partners                                     917,354       1,265,343       2,082,541
   Accounts payable, accrued expenses and
    other liabilities                                         (839,584)        492,760        (241,568)
   Tenants' security deposits payable                          (39,846)         (1,284)       (106,395)
   Increase in due to general partners of
    subsidiaries and their affiliates                           55,000           2,998          54,053
   Decrease in due to general partners of
    subsidiaries and their affiliates                          (30,000)       (165,473)        (21,281)
   Due to general partners and affiliates                      237,672         751,235         188,506
   Minority interest in (loss) income of
    subsidiaries                                              (225,786)         (6,242)          2,300
                                                          ------------    ------------    ------------
    Total adjustments                                      (27,274,354)     (6,528,807)     (9,355,365)
                                                          ------------    ------------    ------------
  Net cash (used in) provided by operating
   activities                                                 (169,949)      1,282,745         720,359
                                                          ------------    ------------    ------------

Cash flows from investing activities:
  Proceeds from sale of properties                          13,893,200       2,564,158      13,529,600
  Costs paid relating to sale of properties                 (1,496,160)              0        (547,886)
  Acquisition of property and equipment                       (486,918)       (592,837)       (533,266)
  Decrease (increase) in mortgage escrow
   deposits                                                    657,293        (634,668)       (321,601)
                                                          ------------    ------------    ------------
  Net cash provided by investing activities                 12,567,415       1,336,653      12,126,847
                                                          ------------    ------------    ------------
</TABLE>

                                       79
<PAGE>

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


                                                                     Year Ended February 28,
                                                          --------------------------------------------

                                                              2003            2002*           2001
                                                          ------------    ------------    ------------
<S>                                                       <C>             <C>             <C>
Cash flows from financing activities:
  Distributions                                                      0        (516,300)     (1,004,200)
  Principal payments of mortgage notes payable              (5,012,921)     (2,845,578)     (8,680,311)
  Payments to selling partners                              (4,104,999)       (284,433)       (118,247)
  Principal payments of purchase money
   notes payable                                            (3,188,829)       (796,274)     (4,001,078)
  (Decrease) increase in minority interest                     (19,599)        126,378           2,416
                                                          ------------    ------------    ------------
  Net cash used in financing activities                    (12,326,348)     (4,316,207)    (13,801,420)
                                                          ------------    ------------    ------------

Net increase (decrease) in cash and cash
  equivalents                                                   71,118      (1,696,809)       (954,214)
Cash and cash equivalents, beginning of year                   780,650       2,477,459       3,431,673
                                                          ------------    ------------    ------------
Cash and cash equivalents, end of year                    $    851,768    $    780,650    $  2,477,459
                                                          ============    ============    ============

Supplemental disclosure of cash flows information:
  Cash paid during the year for interest                  $  4,161,021    $    513,569    $    881,422
                                                          ============    ============    ============

Supplemental disclosures of noncash
  investing and financing activities:
  Distributions payable                                   $          0    $          0    $    516,300
  Increase in property and equipment-held for
   sale reclassified from property and equipment             5,589,572      10,578,791       1,331,305
  Increase in purchase money notes payable due
   to the capitalization of prepaid expenses and
   other assets                                                177,053         232,803         340,337

  Forgiveness of indebtedness (Note 10):
  (Decrease) increase in purchase money
   notes payable                                              (720,000)      1,643,270      (2,174,744)
  Decrease in due to selling partners                       (2,089,453)     (2,813,726)     (8,173,644)
  Decrease in accounts payable, accrued
   expenses and other liabilities                              (21,698)              0               0

</TABLE>

                                       80
<PAGE>

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


                                                                     Year Ended February 28,
                                                          --------------------------------------------

                                                              2003            2002*           2001
                                                          ------------    ------------    ------------
<S>                                                       <C>             <C>             <C>
Summarized below are the components of the
  gain on sale of properties:
  Decrease in property and equipment, net of
   accumulated depreciation                               $          0    $  2,313,463    $          0
  Decrease in property and equipment-held
   for sale                                                 17,320,198       3,491,217      10,074,931
  Decrease in cash-restricted for tenants'
   security deposits                                           202,040          51,018               0
  Decrease in rents receivable                                 110,586          85,253          47,606
  Decrease in mortgage escrow deposits                       4,236,952         478,995         195,540
  Decrease in prepaid expenses and other assets                772,382         113,347          82,810
  (Decrease) increase in accounts payable,
   accrued expenses and other liabilities                   (1,127,282)         27,268         170,965
  Decrease in tenants' security deposits payable              (184,077)        (46,929)        (30,374)
  Decrease in mortgage notes payable                        (8,774,117)     (1,625,397)              0
  Decrease in due to general partners of
   subsidiaries and affiliates                                       0         (51,382)       (136,651)
  Decrease in purchase money notes payable                  (9,927,300)     (2,937,300)              0
  Decrease in due to selling partners                      (15,326,997)     (4,600,946)              0
  Increase (decrease) in due to general partners
   and their affiliates                                              0        (198,206)              0

</TABLE>


*  As restated - see note 12
See accompanying notes to consolidated financial statements.



                                       81
<PAGE>


                 CAMBRIDGE + RELATED HOUSING PROPERTIES LIMITED
                                   PARTNERSHIP
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                FEBRUARY 28, 2003


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").

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.

As of  February  28,  2003,  the  Partnership  holds an  interest in each of the
remaining Local Partnerships, which own Apartment Complexes receiving Government
Assistance.  During the fiscal year ended  February 28, 2003, the properties and
the related assets and liabilities  owned by three Local  Partnerships were sold
and  the  Partnership's   Local   Partnership   Interest  in  nine  other  Local
Partnerships  were sold.  Through the fiscal year ended  February 28, 2003,  the
properties  and the  related  assets and  liabilities  owned by  eighteen  Local
Partnerships  were sold and the  Partnership's  Local  Partnership  Interest  in
twenty-four other Local Partnerships were sold (See Note 10).

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 14, 19 and 24 subsidiary  partnerships in which the Partnership is a limited
partner for the years ended  February 28, 2003,  2002,  and 2001,  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

                                       82
<PAGE>

                 CAMBRIDGE + RELATED HOUSING PROPERTIES LIMITED
                                   PARTNERSHIP
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                FEBRUARY 28, 2003


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.  No such losses
have been  aggregated for the years ended February 28, 2003, 2002 and 2001, (the
2002, 2001 and 2000 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.
The Partnership complies with Statement of Financial Accounting Standards (SFAS)
No. 144 "Accounting for the Impairment or Disposal of Long-Lived Assets". 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, 2003, 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.

                                       83
<PAGE>

                 CAMBRIDGE + RELATED HOUSING PROPERTIES LIMITED
                                   PARTNERSHIP
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                FEBRUARY 28, 2003


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 U.S.  generally
accepted accounting  principles (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.

                                       84
<PAGE>

                 CAMBRIDGE + RELATED HOUSING PROPERTIES LIMITED
                                   PARTNERSHIP
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                FEBRUARY 28, 2003


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

                                 February 28, 2003          February 28, 2002
                            -------------------------   -------------------------
                             Carrying                    Carrying
                              Amount*     Fair Value      Amount*     Fair Value
                            -----------   -----------   -----------   -----------
<S>                         <C>           <C>           <C>           <C>
Mortgage notes payable for
  which it is:

Practicable to estimate
  fair value                $         0   $         0   $ 2,448,648   $ 2,518,585
Not practicable (a)           2,953,940           (a)    14,292,330           (a)

Purchase money notes
  payable for which it is
  not practicable (b)       $ 2,408,118   $         0   $16,329,543   $         0

</TABLE>

(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:

<TABLE>
<CAPTION>

                                     February 28,    February 28,     Estimated
                                        2003             2002        Useful Lives
                                     ------------    ------------    ------------
<S>                                  <C>             <C>             <C>
Land                                 $          0    $  1,068,090
Building and improvements                       0      12,374,820    15-40 years
Furniture and fixtures                          0       3,318,627     3-10 years
                                     ------------    ------------
                                                0      16,761,537
Less:  Accumulated depreciation                (0)    (10,819,771)
                                     ------------    ------------
                                     $          0    $ 5,941,766
                                     ============    ============
</TABLE>

Depreciation  expense  for the 2002,  2001 and 2000  Fiscal  Years  amounted  to
$352,194, $1,137,341 and $1,606,397, respectively.

                                       85
<PAGE>

                 CAMBRIDGE + RELATED HOUSING PROPERTIES LIMITED
                                   PARTNERSHIP
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                FEBRUARY 28, 2003


The components of property and equipment-held for sale are as follows:
<TABLE>
<CAPTION>


                                                 February 28,    February 28,
                                                     2003            2002
                                                 ------------    ------------
<S>                                                 <C>            <C>
Land                                             $    498,671    $  1,802,764
Building and improvement                            9,770,692      30,852,595
Furniture and fixtures                                628,749       1,165,017
                                                 ------------    ------------
                                                   10,898,112      33,820,376
Less:  Accumulated depreciation                    (5,868,186)    (17,546,742)
                                                 ------------    ------------

                                                 $  5,029,926    $ 16,273,634
                                                 ============    ============
</TABLE>


NOTE 5 - Mortgage Escrow Deposits

Mortgage escrow deposits consist of the following:

<TABLE>
<CAPTION>


                                                 February 28,    February 28,
                                                     2003            2002
                                                 ------------    ------------
<S>                                                 <C>            <C>
Reserve for replacements                         $    696,545    $  4,195,312
Real estate taxes, insurance and other                491,504       1,988,283
Preservation Acts                                      19,798          19,798
                                                 ------------    ------------

                                                 $  1,207,847    $  6,203,393
                                                 ============    ============
</TABLE>

                                       86
<PAGE>

                 CAMBRIDGE + RELATED HOUSING PROPERTIES LIMITED
                                   PARTNERSHIP
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                FEBRUARY 28, 2003


NOTE 6 - Mortgage Notes Payable

The  mortgage   notes  are  payable  in  aggregate   monthly   installments   of
approximately  $38,000,  including  principal and interest at rates ranging from
7.0% to 9.0% per annum, through May 2013. 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.  These mortgage notes 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 1% 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:

<TABLE>
<CAPTION>

Year Ending December 31               Amount
-----------------------           -------------
<C>                               <C>
2003                              $     221,703
2004                                    240,583
2005                                    261,069
2006                                    283,316
2007                                    307,469
Thereafter                            1,639,800
                                  -------------
                                  $   2,953,940
                                  =============
</TABLE>

The mortgage  agreements  require monthly  deposits to reserves for replacements
aggregating  approximately  $32,000 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, 2003,  the maturity dates of the Purchase
Money Notes  associated  with the remaining  properties  owned by the Subsidiary
Partnerships  were extended through a fifth year. These are the final extensions
for the  Purchase  Money Notes (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 $3,669,010  (with  respect to the two  remaining  notes) and
$24,273,106 (with respect to the fourteen  remaining notes) at February 28, 2003
and 2002,  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

                                       87
<PAGE>

                 CAMBRIDGE + RELATED HOUSING PROPERTIES LIMITED
                                   PARTNERSHIP
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                FEBRUARY 28, 2003


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,  pursuant to the Purchase  Money Note,  that it was
extending  the  maturity  date of such  notes.  However  in certain  cases,  the
Partnership  did not pay the extension fee at that time,  deferring such payment
to the future.  The two  properties  with Purchase  Money Notes are now extended
with maturity dates of August and October 2003.  These are the final  extensions
for these  Purchase  Money Notes.  Extension  fees of $107,118  were accrued and
added to the balance of these Purchase Money Notes.

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,  the prices realized on the sale of
the  Partnership's  investment sold to date 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.  No assurance can be given
that  management's  efforts  will be  successful  in selling  the  Partnership's
investment  in the  remaining  property.  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 $207,440,  $71,144 and $196,814 were made to
the Partnership in the 2002, 2001 and 2000 Fiscal Years,  respectively.  Of such
distributions,  $169,833,  $56,426 and $118,246,  respectively,  was used to pay
interest on the  Purchase  Money  Notes.  Distribution  of  proceeds  from sales
aggregating $8,994,812 and $289,581 were made to the Partnership in the 2002 and
2001 Fiscal Years, respectively, of which $7,123,995 and $286,080, respectively,
was used to pay principal and interest on the Purchase Money Notes.

                                       88
<PAGE>

                 CAMBRIDGE + RELATED HOUSING PROPERTIES LIMITED
                                   PARTNERSHIP
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                FEBRUARY 28, 2003


NOTE 8 - Related Party Transactions

The costs  incurred to related  parties for the years ended  February  28, 2003,
2002 and 2001 were as follows:

<TABLE>
<CAPTION>

                                                         Year Ended February 28,
                                                  ------------------------------------

                                                     2003         2002         2001
                                                  ----------   ----------   ----------

<S>                                               <C>          <C>          <C>
Partnership management fees (a)                   $  966,838   $  966,838   $  966,838
Expense reimbursement (b)                            117,897      137,059      107,602
Property management fees incurred
  to affiliates of the General Partners (c)                0            0       75,455
Local administrative fee (d)                           7,500       12,500       16,250
                                                  ----------   ----------   ----------
                                                   1,092,235    1,116,397    1,166,145

Property management fees incurred
  to affiliates of the subsidiary partnership's
  general partners (c)                               123,155      346,258      499,165
Subsidiary partnerships general partners'
  incentive fee (e)                                        0            0        7,605
                                                  ----------   ----------   ----------
Total general and administrative
  related parties                                 $1,215,390   $1,462,655   $1,672,915
                                                  ==========   ==========   ==========

</TABLE>

(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  $1,976,000 and $1,759,000  were accrued and unpaid as of February
28, 2003 and 2002, 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 $123,155, $346,258 and $499,165 for
the 2002,  2001 and 2000  Fiscal  Years,  respectively.  Of such fees $0, $0 and
$75,455 was paid to a company which is also an affiliate of the Related  General
Partner for the 2002, 2001 and 2000 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 amount to $0, $0 and $7,605 for the years ended February 28, 2003, 2002
and 2001, respectively.

                                       89
<PAGE>

                 CAMBRIDGE + RELATED HOUSING PROPERTIES LIMITED
                                   PARTNERSHIP
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                FEBRUARY 28, 2003


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, 2002 and 2001
includes operating advances of $33,423 and $8,423, respectively.

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:

<TABLE>
<CAPTION>

                                                              Year Ended December 31,
                                                   --------------------------------------------

                                                       2002            2001*           2000
                                                   ------------    ------------    ------------
<S>                                                <C>             <C>          <C>
Financial statement net income                     $ 27,104,405    $  7,811,552    $ 10,075,724

Difference between depreciation expense re-
  corded for financial reporting purposes and
  the accelerated cost recovery system utilized
  for income tax purposes                               256,983         913,361       1,151,452

Difference resulting from parent company hav-
  ing a different fiscal year for income tax and
  financial reporting purposes                         (546,749)        (14,565)        (47,960)

Difference between gain on sale of properties
  recorded for financial reporting purposes and
  for income tax purposes                           (11,254,958)        770,835       7,755,939

Difference between extraordinary item-
  forgiveness of indebtedness income recorded
  for financial reporting purposes and for in-
  come tax purposes                                  17,451,841         731,715          33,770

Other                                                  (442,571)       (743,310)          2,300
                                                   ------------    ------------    ------------

Net income as shown on the income tax return
  for the calendar year ended                      $ 32,568,951    $  9,469,588    $ 18,971,225
                                                   ============    ============    ============

</TABLE>

* As restated - see Note 12.


NOTE 10 - Sale of Properties

General
-------

The  Partnership  is currently in the process of winding up its  operations  and
disposing  of its  investments.  As of February 28, 2003,  the  Partnership  has
disposed of forty-two of its forty-four original investments.  Subsequently,  on
March 11, 2003 one additional  investment was sold. The remaining  investment is
under  contract  to be sold  within  the next  several  months.  There can be no

                                       90
<PAGE>

                 CAMBRIDGE + RELATED HOUSING PROPERTIES LIMITED
                                   PARTNERSHIP
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                FEBRUARY 28, 2003


assurance that the Partnership will dispose of its last remaining  investment or
the amount of proceeds which may be received.

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.  As of February 28, 2003, all Local  Partnerships  named above were
sold except Gateway, which was subsequently sold on March 11, 2003.

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

On January 2, 2003,  the  Partnership's  limited  partnership  interest in Caddo
Parish - Villas  South,  Ltd.  ("Villas  South")  was  transferred  to the Local
General Partner  resulting in a gain in the amount of approximately  $2,726,000.
No proceeds were used to settle the  associated  Purchase Money Note and accrued
interest  thereon,  which  had a  total  outstanding  balance  of  approximately
$7,344,000 resulting in a gain of approximately $7,344,000.

On December 19, 2002,  the property and the related  assets and  liabilities  of
Wingate Associates, Limited ("Wingate") were sold to an unaffiliated third party
purchaser  for  approximately  $2,600,000  resulting  in a gain in the amount of
approximately $132,000. The Partnership used approximately  $1,043,000 to settle
the associated  Purchase Money Note and accrued  interest  thereon,  which had a
total outstanding balance of approximately  $1,447,000  resulting in forgiveness
of indebtedness income of approximately $404,000.

On  October  31,  2002,  the  Partnership's   limited  partnership  interest  in
Grandview-Blue   Ridge  Manor,   Ltd.  ("Blue  Ridge"),   Breckenridge-Chaparral
Apartments  II, Ltd.  ("Chaparral"),  Albuquerque-Lafayette  Square Apts.,  Ltd.
("Lafayette"),  Fort  Worth-Northwood  Apartments,  Ltd.  ("Northwood"),  Corpus
Christi-Oso  Bay  Apartments,  Ltd.  ("Oso  Bay"),  Ardmore-Rolling  Meadows  of
Ardmore,  Ltd.  ("Ardmore")  and  Stephenville-Tarleton  Arms  Apartments,  Ltd.
("Tarleton") were sold back to the Local General Partner for approximately  $100
each  resulting  in  losses of  approximately  $453,000,  $667,000,  $1,687,000,
$1,416,000, $1,053,000, $866,000 and $1,377,000,  respectively. No proceeds were
used to settle the associated Purchase Money Notes and accrued interest thereon,
which had total outstanding  balances of approximately  $1,525,000,  $1,999,000,
$3,592,000,  $2,050,000,  $2,364,000,  $2,229,000 and $2,851,000,  respectively,
resulting in gains on sale of  properties  in amounts  equal to the interest and
principal due on such Purchase Money Notes.

                                       91
<PAGE>

                 CAMBRIDGE + RELATED HOUSING PROPERTIES LIMITED
                                   PARTNERSHIP
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                FEBRUARY 28, 2003


On July 12, 2002,  the property and the related  assets and  liabilities  of San
Diego-Logan  Square  Gardens  Company  ("Logan")  were sold to the Local General
Partners  for  approximately  $9,241,000  resulting  in a gain in the  amount of
approximately $5,403,000. The Partnership used approximately $5,740,000 to fully
settle the associated  Purchase  Money Note and accrued  interest  thereon.  The
Partnership  netted  approximately  $1,104,000  of cash  which was  placed  into
working capital to pay Partnership expenses.

On March 27,  2002,  the  property  and the related  assets and  liabilities  of
Ziegler  Boulevard,  Ltd.  ("Ziegler") were sold to an unaffiliated  third party
purchaser  for  approximately  $2,379,000  resulting  in a loss in the amount of
approximately  $485,000.  The Partnership used approximately  $340,000 to settle
the associated  Purchase Money Note and accrued  interest  thereon,  which had a
total outstanding balance of approximately  $2,746,000  resulting in forgiveness
of indebtedness income of approximately $2,406,000.

On March 27, 2002, the Partnership's  limited  partnership  interest in Eastwyck
III,  Ltd.  Limited  Partnership  ("Eastwyck")  was  sold to the  Local  General
Partners for approximately $5,000 resulting in a loss of approximately $336,000.
No proceeds were used to settle the  associated  Purchase Money Note and accrued
interest  thereon,  which  had a  total  outstanding  balance  of  approximately
$1,220,000 resulting in a gain on sale of approximately $1,220,000.

On December 4, 2001, the Partnership's  limited partnership interest in Crossett
Apartments,  Ltd.  ("Crossett") was sold to the Local General Partner  effective
January 1, 2002 for $7,920 resulting in a loss of approximately $212,000 and the
related  Purchase  Money Note was  assigned  to the Local  General  Partner.  No
proceeds  were used to settle the  associated  Purchase  Money Note and  accrued
interest  thereon,  which  had a  total  outstanding  balance  of  approximately
$1,117,000 resulting in a gain on sale of property of approximately $1,117,000.

On December 4, 2001, the  Partnership's  limited  partnership  interest in Cedar
Hill  Apartments,  Ltd.  ("Cedar  Hill") was sold to the Local  General  Partner
effective  January  1, 2002 for  $11,988  resulting  in a loss of  approximately
$479,000 and the related  Purchase  Money Note was assigned to the Local General
Partner.  No proceeds were used to settle the associated Purchase Money Note and
accrued interest thereon, which had a total outstanding balance of approximately
$1,220,000 resulting in a gain on sale of property of approximately $1,220,000.

On November 26, 2001, the Partnership's  limited  partnership  interest in Buena
Vista Manor  Apartments,  Ltd.  ("Buena  Vista")  was sold to the Local  General
Partners  for  $125,000  resulting  in a loss  in the  amount  of  approximately
$596,000. No proceeds were used to settle the associated Purchase Money Note and
accrued interest thereon, which had a total outstanding balance of approximately
$5,092,000 resulting in a gain of approximately $5,092,000.

On August 31,  2001,  the  property and the related  assets and  liabilities  of
Rolling  Meadows   Apartments,   Ltd.  ("Rolling   Meadows")  were  sold  to  an
unaffiliated  third party  purchaser for  $1,925,000  resulting in a loss in the
amount of approximately $485,000. The Partnership used approximately $201,000 to
settle the associated  Purchase Money Note and accrued interest  thereon,  which
had a  total  outstanding  balance  of  approximately  $3,757,000  resulting  in
forgiveness of indebtedness income of approximately $3,556,000.

On March 16,  2001,  the  property  and the related  assets and  liabilities  of
Char-Mur Apartments  ("Char-Mur") were sold to an affiliate of the Local General
Partner  for  $475,000,  resulting  in a loss  in the  amount  of  approximately
$193,000.  The Partnership used  approximately  $85,000 to settle the associated

                                       92
<PAGE>

                 CAMBRIDGE + RELATED HOUSING PROPERTIES LIMITED
                                   PARTNERSHIP
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                FEBRUARY 28, 2003


Purchase Money Note and accrued interest thereon,  which had a total outstanding
balance of  approximately  $986,000,  resulting in forgiveness  of  indebtedness
income of $901,000.

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 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 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 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.

NOTE 11 - Commitments and Contingencies

a) Events of Default and Going Concern

Caddo Parish-Villas South, Ltd.
-------------------------------
Villas  South  filed  for  protection  under  Chapter  11 of the  United  States
Bankruptcy  Code on  November  12,  1996 and the  equivalent  of a receiver  was
appointed.  The bankruptcy case was subsequently dismissed on April 18, 2002. On
January  2,  2003,  the  limited  partnership   interest  in  Villas  South  was
transferred to the Local General Partners. See Note 10 above.

                                       93
<PAGE>

                 CAMBRIDGE + RELATED HOUSING PROPERTIES LIMITED
                                   PARTNERSHIP
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                FEBRUARY 28, 2003


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 2002 Fiscal Year, unpaid accrued interest on the Purchase Money Notes
amounted to approximately $3,699,010.  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) 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, 2003, uninsured cash and
cash equivalents and mortgage escrow deposits approximated $464,000.

NOTE 12 - Prior Period Adjustment

During the quarter ended November 30, 2001,  extension  fees in connection  with
the Purchase Money Notes were overaccrued by $671,850.  Such extension fees were
capitalized  and amortized  over the period of extension,  and during the fiscal
year end February 28, 2002 the Partnership  amortized $335,925 of such extension
fees  resulting in net income being  understated  for that year.  To correct the
misstatement  Partners'  deficit has been  increased  by $335,925 for the fiscal
year ended February 28, 2002

NOTE 13 - Subsequent Event

On March 11,  2003,  the  property  and the related  assets and  liabilities  of
Gateway East,  Ltd.  ("Gateway")  were sold to an  unaffiliated  third party for
approximately  $2,700,000  resulting  in a gain in the  amount of  approximately
$1,333,000.   The  Partnership  used  approximately  $2,416,000  to  settle  the
associated  Purchase Money Note and accrued interest thereon,  which had a total
outstanding  balance of  approximately  $2,463,000,  resulting in forgiveness of
indebtedness income of approximately $47,000.

                                       94
<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.

In December 2002, Charter Municipal Mortgage Acceptance Company  ("CharterMac"),
which is also managed by an affiliate of Related  Capital  Company,  announced a
proposed  acquisition of Related  Capital  Company,  an affiliate of the General
Partner.   Pursuant  to  the  proposed  acquisition,   CharterMac  will  acquire
controlling  interests  in the general  partners of the General  Partners.  This
acquisition  will not affect the  Partnership  or its  day-to-day  operations as
management of the General Partners will not change.

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


                                       95
<PAGE>

STEPHEN M. ROSS,  63, is the  President,  a Director  and a  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.  ("TRCLP")  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,  48, 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 Trustees of Charter  Municipal
Mortgage Acceptance Company.

STUART J. BOESKY,  47,  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  Trustees  of  Charter  Municipal  Mortgage
Acceptance Company and American Mortgage Acceptance Company.

DENISE L. KILEY,  43, 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, 42, 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,  46, 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,  49, 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.

                                       96
<PAGE>

GLENN F. HOPPS,  40, 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,  37, 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,  56,  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, 57, 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.

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

                                       97
<PAGE>

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,  2003,  security  ownership  by the General  Partners and their
affiliates was as follows:

<TABLE>
<CAPTION>

                      Name and Address of                   Amount of           Percentage
Title of Class        Beneficial Ownership             Beneficial Ownership      of Class
--------------        --------------------             --------------------     -----------
<S>                   <C>                                      <C>                 <C>
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

</TABLE>

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.

                                       98
<PAGE>

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 are  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.

Item 14. Controls and Procedures

The Principal  Executive  Officer and Principal  Financial Officer of Government
Assisted  Properties,  Inc. and Related Housing  Programs  Corporation,  each of
which is a general partner of the Partnership,  has evaluated the  Partnership's
disclosure controls and procedures  relating to the Partnership's  annual report
on Form  10-K  for the  period  ending  February  28,  2003 as  filed  with  the
Securities  and Exchange  Commission and has judged such controls and procedures
to be effective as of February 28, 2003 (the "Evaluation Date").

There have been no  significant  changes in the  internal  controls  or in other
factors  that could  significantly  affect  internal  controls  relating  to the
Partnership since the Evaluation Date.

                                       99
<PAGE>

                                     PART IV

Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

                                                                      Sequential
                                                                         Page
                                                                      ----------
(a) 1.   Financial Statements

         Independent Auditors' Report                                      23

         Consolidated    Balance   Sheets   at
         February 28, 2003 and 2002                                        76

         Consolidated   Statements  of  Income
         for  the  Years  Ended  February  28,
         2003, 2002 and 2001                                               77

         Consolidated       Statements      of
         Partners'   Deficit   for  the  Years
         Ended  February  28,  2003,  2002 and
         2001                                                              78

         Consolidated   Statements   of   Cash
         Flows  for the Years  Ended  February
         28, 2003, 2002 and 2001                                           79

         Notes   to   Consolidated   Financial
         Statements                                                        82

(a) 2.   Financial Statement Schedules
         -----------------------------

         Independent Auditors' Report                                     106

         Schedule  I  -  Condensed   Financial
         Information of Registrant                                        107

         Schedule   III  -  Real   Estate  and
         Accumulated Depreciation                                         110

         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 Partner-
         ship'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 con-
         sidered subsidiaries of the Registrant

(b)      Reports on Form 8-K
         -------------------

         None

(c)      Additional Exhibits
         -------------------
         99.1   Certification  Pursuant  to 18 U.S.C. Section 1350,
         as  adopted pursuant  to  Section   906  of  the Sarbanes-
         Oxley Act of 2002.                                               105



                                      100
<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 20, 2003

                                    By: /s/ Alan P. Hirmes
                                        ------------------
                                        Alan P. Hirmes
                                        President, Chief Executive Officer and
                                        Chief Financial Officer


                               and


                               By:  RELATED HOUSING PROGRAMS CORPORATION,
                                    a general partner

Date: May 20, 2003

                                    By: /s/ Alan P. Hirmes
                                        ------------------
                                        Alan P. Hirmes
                                        President, Chief Executive Officer and
                                        Chief Financial Officer


<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,   Chief  Executive Officer and
/s/ Alan P. Hirmes     Chief  Financial  Officer  of Related
------------------     Housing Programs  Corporation and
Alan P. Hirmes         Government Assisted Properties, Inc.         May 20, 2003



                       Treasurer (principal accounting
/s/ Glenn F. Hopps     officer) of Related Housing
------------------     Programs Corporation and
Glenn F. Hopps         Government Assisted Properties, Inc.         May 20, 2003



/s/ Stephen M. Ross    Director of Related Housing
-------------------    Programs Corporation
Stephen M. Ross                                                     May 20, 2003


<PAGE>


                                  CERTIFICATION


I, Alan P.  Hirmes,  Chief  Executive  Officer  and Chief  Financial  Officer of
Government Assisted  Properties,  Inc. and Related Housing Programs  Corporation
(the  "General  Partners"),  each of which is a general  partner of  Cambridge +
Related Housing Properties L.P. (the "Partnership"), hereby certify that:


     1.   I have  reviewed  this annual  report on Form 10-K for the year ending
          February 28, 2003 of the Partnership;

     2.   Based on my knowledge,  this annual report does not contain any untrue
          statement  of a  material  fact  or  omit to  state  a  material  fact
          necessary  in  order  to make  the  statements  made,  in light of the
          circumstances  under which such  statements  were made, not misleading
          with respect to the period covered by this annual report;

     3.   Based on my knowledge,  the financial statements,  and other financial
          information  included in this  annual  report,  fairly  present in all
          material respects the financial  condition,  results of operations and
          cash flows of the Partnership as of, and for, the periods presented in
          this annual report;

     4.   I am responsible for establishing and maintaining  disclosure controls
          and  procedures  (as defined in Exchange Act Rules 13a-14 and 15-d-14)
          for the Partnership and I have:

          a)   designed such  disclosure  controls and procedures to ensure that
               material information  relating to the Partnership,  including and
               its  consolidated  subsidiaries,  is made  known to me by  others
               within those  entities,  particularly  during the period in which
               this annual report is being prepared;

          b)   evaluated  the  effectiveness  of  the  Partnership's  disclosure
               controls and procedures as of February 28, 2003 (the  "Evaluation
               Date"); and

          c)   presented  in  this  annual  report  my  conclusions   about  the
               effectiveness of the disclosure  controls and procedures based on
               my evaluation as of the Evaluation Date;


<PAGE>



     5.   I  have  disclosed,  based  on  my  most  recent  evaluation,  to  the
          Partnership's  auditors  and to the board of  directors of the General
          Partners:

          a)   all  significant  deficiencies  in the  design  or  operation  of
               internal  controls which could adversely affect the Partnership's
               ability to record,  process,  summarize and report financial data
               and have identified for the  Partnership's  auditors any material
               weaknesses in internal controls; and

          b)   any fraud,  whether or not material,  that involves management or
               other employees who have a significant role in the  Partnership's
               internal controls; and

     6.   I have  indicated  in this  annual  report  whether  or not there were
          significant  changes in  internal  controls or in other  factors  that
          could significantly affect internal controls subsequent to the date of
          our most recent  evaluation,  including  any  corrective  actions with
          regard to significant deficiencies and material weaknesses.



                                    By: /s/ Alan P. Hirmes
                                        ------------------
                                        Alan P. Hirmes
                                        President, Chief Executive Officer and
                                        Chief Financial Officer
                                        May 20, 2003


<PAGE>


                                                                    Exhibit 99.1


                            CERTIFICATION PURSUANT TO
                             18.U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Annual Report of Cambridge + Related  Housing  Properties
Limited  Partnership  (the  "Partnership")  on Form  10-K  for the  year  ending
February 28, 2003 as filed with the  Securities  and Exchange  Commission on the
date hereof (the "Report"), I, Alan P. Hirmes, Chief Executive Officer and Chief
Financial Officer of Government  Assisted  Properties,  Inc. and Related Housing
Programs  Corporation,  each of which is a general  partner of the  Partnership,
certify,  pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that:


     (1) The Report fully  complies  with the  requirements  of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and


     (2)  The  information  contained  in the  Report  fairly  presents,  in all
material  respects,  the  financial  condition  and result of  operations of the
Partnership.



By:  /s/Alan P. Hirmes
     -----------------
     Alan P. Hirmes
     President, Chief Executive Officer and
     Chief Financial Officer
     May 20, 2003


<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 20, 2003 on
page 23,  and based on the  reports  of other  auditors,  we have  also  audited
supporting  Schedules I and III for the 2002, 2001 and 2000 Fiscal Years. In our
opinion,  and  based  on the  reports  of  other  auditors,  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 Notes 10 and 13, the  Partnership is currently in the process of
winding up its operations and disposing of its  investments.  As of February 28,
2003 the Partnership has disposed of forty-two of its forty-four investments. On
March 11, 2003 one additional  investment was sold and the remaining  investment
is under contract to be sold.


TRIEN ROSENBERG ROSENBERG
WEINBERG CIULLO & FAZZARI, LLP

New York, New York
May 20, 2003




<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

<TABLE>
<CAPTION>
                                     ASSETS

                                                        February 28,    February 28,
                                                            2003           2002(*)
                                                        ------------    ------------
<S>                                                     <C>             <C>
Cash and cash equivalents                               $    627,816    $    134,880
Investment in and advances to subsidiary partnerships      3,335,608      13,670,503
Other assets                                                  57,567         135,062
                                                        ------------    ------------

  Total assets                                          $  4,020,991    $ 13,940,445
                                                        ============    ============

                        LIABILITIES AND PARTNERS' DEFICIT

Purchase money notes payable                            $  2,408,117    $ 16,067,194
Due to general partner and affiliates                      2,490,376       2,332,646
Due to selling partners                                    3,685,011      24,289,106
Other liabilities                                             25,374          23,156
                                                        ------------    ------------

Total liabilities                                          8,608,878      42,712,102

Partners' deficit                                         (4,587,887)    (28,771,657)
                                                        ------------    ------------

  Total liabilities and partners' deficit               $  4,020,991    $ 13,940,445
                                                        ============    ============

</TABLE>

(*) As restated (see Footnote 12 in consolidated financial statements).

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


                       CONDENSED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>

                                                          Year Ended February 28,
                                              --------------------------------------------

                                                  2003           2002(*)          2001
                                              ------------    ------------    ------------
<S>                                           <C>             <C>             <C>
Revenues

  Other                                       $     12,965    $          0    $     59,849
                                              ------------    ------------    ------------

                                                    12,965               0          59,849
                                              ------------    ------------    ------------

Expenses

  Administrative and management                    315,430         889,154       1,043,674
  Administrative and management-
   related parties                               1,084,735       1,103,897       1,082,045
  Financial, principally interest                  844,914       1,338,918       2,082,541
                                              ------------    ------------    ------------

                                                 2,245,079       3,331,969       4,208,260
                                              ------------    ------------    ------------
                                                (2,232,114)     (3,331,969)     (4,148,411)

  Gain on sale of investments in subsidiary
   partnerships                                 19,957,479       6,141,555               0
  Forgiveness of indebtedness income             2,809,454       4,456,996      10,348,388
  Equity in gain income of subsidiary
   partnerships (**)                             3,648,951         696,003       3,884,831
                                              ------------    ------------    ------------

Net income                                    $ 24,183,770    $  7,962,585    $ 10,084,808
                                              ============    ============    ============

</TABLE>



(*)  As restated (see Footnote 12 in consolidated financial statements).

(**) Includes  suspended prior year losses in excess of investment in accordance
     with equity method of accounting amounting to $3,064,862, $0 and $0 for the
     years ended February 28, 2003, 2002 and 2001.


<PAGE>


                 CAMBRIDGE + RELATED HOUSING PROPERTIES LIMITED
                                   PARTNERSHIP
                                   SCHEDULE I
                  CONDENSED FINANCIAL INFORMATION OF REGISTRANT

                       CONDENSED STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                                           Year Ended February 28,
                                               --------------------------------------------

                                                   2003           2002(*)          2001
                                               ------------    ------------    ------------
<S>                                            <C>             <C>             <C>
Cash flows from operating activities:
Net income                                     $ 24,183,770    $  7,962,585    $ 10,084,808
                                               ------------    ------------    ------------
Adjustments to reconcile net income to
  net cash used in operating activities:
  Gain on sale of investments in subsidiary
   partnerships                                 (19,957,479)     (6,141,555)              0
  Forgiveness of indebtedness income             (2,809,453)     (4,456,996)    (10,348,388)

  (Increase) decrease in assets:
  Equity in income of subsidiary
   partnerships                                  (3,648,951)       (747,261)     (3,884,831)
  Other assets                                      135,835         636,274         367,339

  Increase (decrease) in liabilities:
  Due to general partners and affiliates            157,730         694,862         185,433
  Due to selling partners                           917,354       1,674,843       2,082,541
  Other liabilities                                   2,218         (23,070)        (50,782)
                                               ------------    ------------    ------------
  Total adjustments                             (25,202,746)     (8,362,903)    (11,648,688)
                                               ------------    ------------    ------------
  Net cash used in operating activities          (1,018,976)       (400,318)     (1,563,880)
                                               ------------    ------------    ------------

Cash flows from investing activities:
  (Expenses paid) proceeds from sale of
   investments in subsidiary partnerships          (324,071)        164,158               0
  Repayments from investment in and
   advances to  subsidiaries                              0         (78,654)        107,803
  Distributions from subsidiaries                 9,129,811         403,556       6,121,971
                                               ------------    ------------    ------------
  Net cash provided by investing activities       8,805,740         489,060       6,229,774
                                               ------------    ------------    ------------

Cash flows from financing activities:
  Principal payments of purchase money notes     (3,188,829)     (1,132,199)     (4,001,079)
  Payments to selling partners                   (4,104,999)        (22,081)       (118,246)
  Distributions to partners                               0        (516,300)     (1,004,200)
                                               ------------    ------------    ------------
  Net cash used in financing activities          (7,293,828)     (1,670,580)     (5,123,525)
                                               ------------    ------------    ------------

Net increase (decrease) in cash and cash
  equivalents                                       492,936      (1,581,838)       (457,631)
Cash and cash equivalents, beginning of year        134,880       1,716,718       2,174,349
                                               ------------    ------------    ------------

Cash and cash equivalents, end of year         $    627,816    $    134,880    $  1,716,718
                                               ============    ============    ============

</TABLE>

(*) As restated (see Footnote 12 in consolidated financial statements).


<PAGE>


                 CAMBRIDGE + RELATED HOUSING PROPERTIES LIMITED
                                   PARTNERSHIP
                                  SCHEDULE III
                    REAL ESTATE AND ACCUMULATED DEPRECIATION
                   Partnership Property Pledged as Collateral
                                FEBRUARY 28, 2003
<TABLE>
<CAPTION>
                                                         Initial Cost to Partnership            Cost Capitalized
                                                  -------------------------------------------     Subsequent to
                                                                                Buildings and      Acquisition:
Subsidiary Partnership's Residential Property     Encumbrances      Land        Improvements       Improvements
---------------------------------------------     ------------   -----------   --------------   ----------------
<S>                                               <C>            <C>           <C>              <C>
(9)  Bay Village Company                          $  3,737,713   $   333,604   $    6,053,390   $      1,579,830
(12) Bethany Glen Associates                                 0       341,004        3,025,540         (3,366,544)
(11) Grandview-Blue Ridge Manor, Limited                     0       128,604        2,011,867         (2,140,471)
(4)  Buena Vista Manor Apts. Ltd.                            0       258,604        4,355,907         (4,614,511)
(7)  Canton Commons Apartments                               0       683,605       11,875,258        (12,558,863)
(18) Cedar Hill Apartments, Ltd.                             0        67,419        1,337,361         (1,404,780)
(10) Breckenridge-Chaparral Apartments II, Ltd.              0       123,604        2,010,522         (2,134,126)
(18) Char-mur Apartments                                     0        55,048        1,080,372         (1,135,420)
(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.                               0        61,840        1,176,962         (1,238,802)
(8)  Cudahy Gardens, Ltd.                                    0       168,604        3,092,733         (3,261,337)
(10) El Paso-Gateway East, Ltd.                      1,624,344       158,604        2,422,623            350,061
(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.                       0       348,604        4,116,308         (4,464,912)
(8)  San Diego-Logan Square Gardens Co.                      0       308,604        5,005,103         (5,313,707)
(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.                  0       118,604        2,226,552         (2,345,156)
(10) Corpus Christi-Oso Bay Apartments, Ltd.                 0       158,604        2,501,173         (2,659,777)
(8)  Pacific Palms, Ltd.                                     0       233,604        4,819,956         (5,053,560)
(14) Zeigler Blvd., Ltd.                                     0       218,605        3,945,003         (4,163,608)
(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.                             0       258,604        4,418,421         (4,677,025)
(5)  Ardmore-Rolling Meadows of Ardmore, Ltd.                0       138,604        2,320,412         (2,459,016)
(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                              0       238,604        2,832,970         (3,071,574)
(5)  Oklahoma City-Town & Country Village                    0       408,604        7,307,195         (7,715,799)
(17) Caddo Parish-Villas South, Ltd.                         0       298,604        6,019,236         (6,317,840)
(14) Eastwyck III, Ltd.                                      0       108,605        1,790,877         (1,899,482)
(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)

<CAPTION>
                                                  Gross Amount at which Carried At Close of Period
                                                  ------------------------------------------------
                                                                   Buildings and                      Accumulated
Subsidiary Partnership's Residential Property         Land         Improvements         Total         Depreciation
---------------------------------------------     ------------   ----------------   -------------    ---------------
<S>                                               <C>            <C>                <C>              <C>
(9)  Bay Village Company                          $    334,015   $      7,632,808   $   7,966,823    $   (4,144,839)
(12) Bethany Glen Associates                                 0                  0               0                 0
(11) Grandview-Blue Ridge Manor, Limited                     0                  0               0                 0
(4)  Buena Vista Manor Apts. Ltd.                            0                  0               0                 0
(7)  Canton Commons Apartments                               0                  0               0                 0
(18) Cedar Hill Apartments, Ltd.                             0                  0               0                 0
(10) Breckenridge-Chaparral Apartments II, Ltd.              0                  0               0                 0
(18) Char-mur Apartments                                     0                  0               0                 0
(7)  Clinton Plaza Apartments L. P.                          0                  0               0                 0
(7)  Clinton Plaza Apartments #2 L. P.                       0                  0               0                 0
(18) Crossett Apartments, Ltd.                               0                  0               0                 0
(8)  Cudahy Gardens, Ltd.                                    0                  0               0                 0
(10) El Paso-Gateway East, Ltd.                        164,656          2,766,633       2,931,289        (1,723,347)
(7)  Golf Manor Apartments, Ltd.                             0                  0               0                 0
(7)  Grosvenor South Apartments L. P.                        0                  0               0                 0
(7)  Grosvenor South Apartments #2 L. P.                     0                  0               0                 0
(3)  Oakland-Keller Plaza                                    0                  0               0                 0
(16) Lafayette Square Apartment's Ltd.                       0                  0               0                 0
(8)  San Diego-Logan Square Gardens Co.                      0                  0               0                 0
(6)  Los Caballeros Apartments                               0                  0               0                 0
(3)  South Munjoy Associates Ltd.                            0                  0               0                 0
(13) Country, Ltd.                                           0                  0               0                 0
(13) Northbrook III, Ltd.                                    0                  0               0                 0
(10) Forth Worth-Northwood Apartments, Ltd.                  0                  0               0                 0
(10) Corpus Christi-Oso Bay Apartments, Ltd.                 0                  0               0                 0
(8)  Pacific Palms, Ltd.                                     0                  0               0                 0
(14) Zeigler Blvd., Ltd.                                     0                  0               0                 0
(14) Parktowne, Ltd.                                         0                  0               0                 0
(8)  Riverside Gardens, Ltd.                                 0                  0               0                 0
(5)  Rolling Meadows Apts., Ltd.                             0                  0               0                 0
(5)  Ardmore-Rolling Meadows of Ardmore, Ltd.                0                  0               0                 0
(5)  Rolling Meadows of Chickasha, Limited                   0                  0               0                 0
(15) Roper Mountain Apartments                               0                  0               0                 0
(7)  Rosewood Manor Apartments                               0                  0               0                 0
(14) New Jersey, Ltd.                                        0                  0               0                 0
(10) Stephenville-Tarleton Arms                              0                  0               0                 0
(5)  Oklahoma City-Town & Country Village                    0                  0               0                 0
(17) Caddo Parish-Villas South, Ltd.                         0                  0               0                 0
(14) Eastwyck III, Ltd.                                      0                  0               0                 0
(7)  Warren Manor Apts., Ltd.-Property A and B               0                  0               0                 0
(7)  Warren Woods Apartments, Ltd.                           0                  0               0                 0
(1)  Westgate Associates Ltd.                                0                  0               0                 0

<CAPTION>
                                                                                     Life on which
                                                                                    Depreciation in
                                                                                     Latest Income
                                                     Year of                         Statement is
Subsidiary Partnership's Residential Property      Construction       Acquired      Computed (c)(d)
---------------------------------------------     ---------------    -----------    ---------------
<S>                                                     <C>             <C>              <C>
(9)  Bay Village Company                                (c)             10/83            15-30
(12) Bethany Glen Associates                            (c)             10/83            10-30
(11) Grandview-Blue Ridge Manor, Limited                (c)             9/83             30
(4)  Buena Vista Manor Apts. Ltd.                       (c)             11/83            20-30
(7)  Canton Commons Apartments                          (c)             8/83             25
(18) Cedar Hill Apartments, Ltd.                        (c)             12/84            20-35
(10) Breckenridge-Chaparral Apartments II, Ltd.         (c)             9/83             30
(18) Char-mur Apartments                                (c)             12/84            35
(7)  Clinton Plaza Apartments L. P.                     (c)             8/83             30
(7)  Clinton Plaza Apartments #2 L. P.                  (c)             8/83             30
(18) Crossett Apartments, Ltd.                          (c)             12/84            30
(8)  Cudahy Gardens, Ltd.                               (c)             9/83             10-30
(10) El Paso-Gateway East, Ltd.                         (c)             9/83             25-30
(7)  Golf Manor Apartments, Ltd.                        (c)             8/83             25
(7)  Grosvenor South Apartments L. P.                   (c)             8/83             30
(7)  Grosvenor South Apartments #2 L. P.                (c)             8/83             30
(3)  Oakland-Keller Plaza                               (c)             9/83             15-30
(16) Lafayette Square Apartment's Ltd.                  (c)             9/83             15-30
(8)  San Diego-Logan Square Gardens Co.                 (c)             9/83             7-30
(6)  Los Caballeros Apartments                          (c)             9/83             30
(3)  South Munjoy Associates Ltd.                       (c)             11/83            30-40
(13) Country, Ltd.                                      (c)             8/83             5-30
(13) Northbrook III, Ltd.                               (c)             8/83             30
(10) Forth Worth-Northwood Apartments, Ltd.             (c)             9/83             10-30
(10) Corpus Christi-Oso Bay Apartments, Ltd.            (c)             9/83             27.5-30
(8)  Pacific Palms, Ltd.                                (c)             9/83             9-30
(14) Zeigler Blvd., Ltd.                                (c)             8/83             40
(14) Parktowne, Ltd.                                    (c)             8/83             15-30
(8)  Riverside Gardens, Ltd.                            (c)             9/83             15-30
(5)  Rolling Meadows Apts., Ltd.                        (c)             11/83            27
(5)  Ardmore-Rolling Meadows of Ardmore, Ltd.           (c)             9/83             15-30
(5)  Rolling Meadows of Chickasha, Limited              (c)             11/83            27
(15) Roper Mountain Apartments                          (c)             8/83             25
(7)  Rosewood Manor Apartments                          (c)             9/83             30
(14) New Jersey, Ltd.                                   (c)             8/83             30
(10) Stephenville-Tarleton Arms                         (c)             9/83             15-40
(5)  Oklahoma City-Town & Country Village               (c)             9/83             10-30
(17) Caddo Parish-Villas South, Ltd.                    (c)             9/83             15-30
(14) Eastwyck III, Ltd.                                 (c)             8/83             30
(7)  Warren Manor Apts., Ltd.-Property A and B          (c)             8/83             25
(7)  Warren Woods Apartments, Ltd.                      (c)             8/83             25
(1)  Westgate Associates Ltd.                           (c)             11/83            40

</TABLE>
<PAGE>


                 CAMBRIDGE + RELATED HOUSING PROPERTIES LIMITED
                                   PARTNERSHIP
                                  SCHEDULE III
                    REAL ESTATE AND ACCUMULATED DEPRECIATION
                   Partnership Property Pledged as Collateral
                                FEBRUARY 28, 2003
<TABLE>
<CAPTION>

                                                         Initial Cost to Partnership            Cost Capitalized
                                                  -------------------------------------------     Subsequent to
                                                                                Buildings and      Acquisition:
Subsidiary Partnership's Residential Property     Encumbrances      Land        Improvements       Improvements
---------------------------------------------     ------------   -----------   --------------   ----------------
<S>                                               <C>            <C>           <C>              <C>
(14) Westwood Apartments Company, Limited                    0       233,605        4,168,757         (4,402,362)
(2)  Wingate Associates Ltd.                                 0       198,604        2,968,529         (3,167,133)
                                                  ------------   -----------   --------------   ----------------

                                                  $  5,362,057   $10,619,983   $  173,345,865   $   (173,067,736)
                                                  ============   ===========   ==============   ================

<CAPTION>
                                                  Gross Amount at which Carried At Close of Period
                                                  ------------------------------------------------
                                                                   Buildings and                      Accumulated
Subsidiary Partnership's Residential Property         Land         Improvements         Total         Depreciation
---------------------------------------------     ------------   ----------------   -------------    ---------------
<S>                                               <C>            <C>                <C>              <C>
(14) Westwood Apartments Company, Limited                    0                  0               0                 0
(2)  Wingate Associates Ltd.                                 0                  0               0                 0
                                                  ------------   ----------------   -------------    ---------------

                                                  $    498,671   $     10,399,441   $  10,898,112    $  (5,868,186)
                                                  ============   ================   =============    ==============

<CAPTION>
                                                                                     Life on which
                                                                                    epreciation in
                                                                                    Latest Income
                                                     Year of            Date         Statement is
Subsidiary Partnership's Residential Property      Construction       Acquired      Computed (c)(d)
---------------------------------------------     ---------------    -----------    ---------------
<S>                                                     <C>             <C>              <C>
(14) Westwood Apartments Company, Limited               (c)             8/83             15-30
(2)  Wingate Associates Ltd.                            (c)             11/83            30-40


</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 Deprecication
                                 --------------------------------------------    --------------------------------------------
                                                                    Year Ended February 28,
                                 --------------------------------------------------------------------------------------------

                                     2003            2002            2001            2003           2002             2001
                                 ------------    ------------    ------------    ------------    ------------    ------------
<S>                              <C>             <C>             <C>             <C>             <C>             <C>
Balance at beginning of period   $ 50,581,913    $ 64,915,831    $ 84,972,630    $ 28,366,513    $ 36,351,247    $ 45,259,984
Additions during period:
  Improvements                        486,918         592,837         441,990
  Depreciation expense                352,194       1,137,341       1,606,397
Reductions during period:
  Dispositions                    (40,170,719)    (14,926,755)    (20,498,789)    (22,850,521)     (9,122,075)    (10,515,134)
                                 ------------    ------------    ------------    ------------    ------------    ------------

Balance at end of period         $ 10,898,112    $ 50,581,913    $ 64,915,831    $  5,868,186    $ 28,366,513    $ 36,351,247
                                 ============    ============    ============    ============    ============    ============

</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.