<PAGE>
April 16, 1998




Securities and Exchange Commission
Filer Support, Edgar
Operation Center, Stop 0-7
6432 General Green Way
Alexandria, VA 22312

Re:     Boston Financial Tax Credit Fund VII, A Limited Partnership
        Report on Form 10-K/A for Year Ended March 31, 1997
        File No. 0-24584



Gentlemen:

In response to your staff comment letter dated March 3, 1998 concerning the 
above referenced Partnership's filing of Form 10-K for Year Ended 3/31/97, we 
are herewith filing an amended Form 10-K for the Year Ended 3/31/97.


Very truly yours,


/s/Dianne Groark
Dianne Groark
Senior Portfolio Accountant





TC710K/A.DOC
<PAGE>




                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-K/A

                  Annual Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

For the fiscal year ended                              Commission file number
    March 31, 1997                                             0-24584

           BOSTON FINANCIAL TAX CREDIT FUND VII, A LIMITED PARTNERSHIP
             (Exact name of registrant as specified in its charter)

            Massachusetts                                      04-3166203
--------------------------------------               ---------------------------
       (State of organization)                         (I.R.S. Employer
                                                        Identification No.)

     101 Arch Street, 16th Floor
        Boston, Massachusetts                             02110-1106
--------------------------------------             ---------------------------
        (Address of Principal                             (Zip Code)
          executive office)

Registrant's telephone number, including area code 617/439-3911

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

                                                       Name on each exchange on
          Title of each class                              which registered
--------------------------------                     ---------------------------
                  None                                           None

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

                      UNITS OF LIMITED PARTNERSHIP INTEREST
                                (Title of Class)
                                     100,000

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 (Subsection  229.405 of this chapter) 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 ]

State the aggregate sales price of partnership units held by non-affiliates of 
the registrant.
                       $50,930,000 as of March 31, 1997


<PAGE>


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

(a)(1) and (a)(2) Documents filed as a part of this Report

In  response to this  portion of Item 14, the  financial  statements,  financial
statement schedules and the auditors' report relating thereto,  are submitted as
a separate section of this Report. See Index on page F-1 hereof.

The reports of auditors of the Local Limited Partnerships relating to the audits
of the financial statements of such Local Limited Partnerships appear in Exhibit
(28)(1) of this Report.

All other financial statement schedules and exhibits for which provision is made
in  the  applicable  accounting  regulations  of  the  Securities  and  Exchange
Commission are not required under related instructions or are inapplicable,  and
therefore have been omitted.

(a)(3)

(a)(3)(b)  Reports on Form 8-K:
           No reports on Form 8-K were filed during the quarter  ended March 31,
1997.

(a)(3)(c)   Exhibits



Number and Description in Accordance with
  Item 601 of Regulation S-K

   27.  Financial Data Schedule

   28.  Additional Exhibits

     (a)  28.1 Reports of Other Independent Auditors


(a)(3)(d) None.



<PAGE>



                      BOSTON FINANCIAL TAX CREDIT FUND VII
                              (A Limited Partnership)

                          Annual Report on form 10-K
                     For The Year Ended March 31, 1997
                       Reports of Independent Auditors



<PAGE>


 [Letterhead]

[LOGO]
KPMG Peat Marwick LLP
Atlanta, GA

           Independent Auditors Report

The Partners
Springwood Apartments,
A Limited Partnership:


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

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

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

/s/ KPMG Peat Marwick LLP

February 7, 1997


<PAGE>



[Letterhead]

[LOGO]
KPMG Peat Marwick LLP
Atlanta, GA

           Independent Auditors Report

The Partners
Springwood Apartments,
A Limited Partnership:


We have audited the  accompanying  balance  sheets of Springwood  Apartments,  A
Limited Partnership as of December 31, 1995 and 1994, and the related statements
of loss, partners' capital, and cash flows for the year ended December 31, 1995.
These  financial   statements  are  the   responsibility  of  the  Partnership's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the  financial  position of  Springwood  Apartments,  A
Limited  Partnership  as of  December  31,  1995 and 1994 and the results of its
operations and its cash flows for the year ended December 31, 1995 in conformity
with generally accepted accounting principles.

/s/ KPMG Peat Marwick LLP

February 16, 1996


<PAGE>







[Letterhead]

[LOGO]
WOLPOFF & COMPANY, LLP



To the Partners
BHP/Hartford Commons Limited Partnership
Baltimore, Maryland

INDEPENDENT AUDITOR'S REPORT ON FINANCIAL STATEMENTS


We have audited the accompanying  balance sheet of BHP/Hartford  Commons Limited
Partnership  (a  development  stage  company) as of December 31,  1995,  and the
related  statements  of partners'  capital and cash flows from  February 1, 1995
(inception)  through  December  31, 1995.  These  financial  statements  are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial  position of BHP/Hartford  Commons Limited
Partnership (a development  stage company) as of December 31, 1995, and its cash
flows from February 1, 1995 (inception) through December 31, 1995, in conformity
with generally accepted accounting principles.

/s/ Walpoff & Company, LLP
WOLPOFF & COMPANY, LLP


Baltimore, Maryland
March 29, 1996


<PAGE>


[Letterhead]
[LOGO]
Reznick Fedder & Silverman


To the Partners
BHP/Hartford Commons Limited Partnership
Baltimore, Maryland

INDEPENDENT AUDITOR'S REPORT

We have audited the accompanying  balance sheet of BHP/Hartford  Commons Limited
Partnership  as of December 31, 1996,  and the related  statements of profit and
loss (on HUD Form No. 92410),  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  of the United
States.  Those  standards  require  that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management, as well as evaluating the overall financial statements presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial  position of BHP/Hartford  Commons Limited
Partnership as of December 31, 1996, and the results of its operations,  changes
in partners'  equity and its cash flows, 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 19 through 31
is presented for the purposes of additional  analysis and is not a required part
of the basic financial  statements and, in our opinion,  is fairly stated in all
material  respects  in  relation to the basic  financial  statements  taken as a
whole.

In accordance with Government Auditing  Standards,  we have also issued a report
dated February  28,1997,  on our  consideration of BHP/Hartford  Commons Limited
Partnership's  internal  control  structure and on its compliance  with specific
requirements applicable to CDA programs,  affirmative fair housing, and laws and
regulations applicable to the financial statements.

/s/Reznick Fedder & Silverman
Federal Employer
Identification Number:
52-1088612


Baltimore, Maryland
February 28, 1997

Audit principal: William T. Riley, Jr.


<PAGE>



[Letterhead]
[LOGO]
KEVANE, PETERSON SOTO & PASARELL

INDEPENDENT AUDITORS' REPORT

To the Partners of
LOS CLAVELES, S.E. LIMITED PARTNERSHIP            HUD Field Office Director
San Juan, Puerto Rico                             San Juan, Puerto Rico

    We have audited the  accompanying  statement  of  financial  position of LOS
CLAVELES,  S.E. LIMITED PARTNERSHIP,  FHA Project No. RQ-46-E-005-019 (a Limited
Partnership)  as of December 31, 1996 and 1995,  and the related  statements  of
loss, changes in partners' equity and cash flows for the years then ended. These
financial statements are the responsibility of the Partnership's management. Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

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

     In our opinion,  the financial statements referred to above present fairly,
in all material respects,  the financial position of LOS CLAVELES,  S.E. Limited
Partnership as of December 31, 1996 and 1995, and the results of its operations,
changes  in  partners'  equity and its cash  flows for the year then  ended,  in
conformity with generally accepted accounting principles.

Our audit  were  conducted  for the  purpose  of forming an opinion on the basic
financial  statements taken as a whole.  The supplemental  data included in this
report  (shown  as  Exhibits  A  though  H) are  presented  for the  purpose  of
additional  analysis  and  are  not a  required  part  of  the  basic  financial
statements of HUD Project No. RQ46-E-005-19. Such information has been subjected
to  the  auditing  procedures  applied  in the  audit  of  the  basic  financial
statements,  and in our opinion,  is fairly  stated in all material  respects in
relation to the basic financial statements taken as a whole.

In accordance with Government Auditing  Standards,  we have also issued a report
dated February 5,1997,  on our  consideration of the projects'  internal control
structure and a report dated February 5, 1997, on its  compliance  with laws and
regulations.

/s/ Kevane, Peterson, Soto & Pasarell


San Juan, Puerto Rico
February 5, 1997,



<PAGE>


 [Letterhead]

[LOGO]
KEVANE, PETERSON SOTO & PASARELL


INDEPENDENT AUDITORS' REPORT

To the Partners of
LOS CLAVELES, S.E. LIMITED PARTNERSHIP            HUD Field Office Director
San Juan, Puerto Rico                             San Juan, Puerto Rico


We  have  audited  the  accompanying  statement  of  financial  position  of LOS
CLAVELES,  S.E. LIMITED PARTNERSHIP,  FHA Project No. RQ-46-E-005-019 (a Limited
Partnership)  as of  December  31,  1995,  and the related  statements  of loss,
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  statements
presentation.  We believe  that our audit  provides a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of LOS CLAVELES,  S.E.  Limited
Partnership as of December 31, 1995, and the results of its operations,  changes
in partners'  equity and its cash flows for the year then ended,  in  conformity
with generally accepted accounting principles.

Our audit was  conducted  for the  purpose  of  forming  an opinion on the basic
financial  statements taken as a whole.  The supplemental  data included in this
report  (shown  as  Exhibits  A  though  H) are  presented  for the  purpose  of
additional  analysis  and  are  not a  required  part  of  the  basic  financial
statements of HUD Project No. RQ46-E-005-19. Such information has been subjected
to  the  auditing  procedures  applied  in the  audit  of  the  basic  financial
statements,  and in our opinion,  is fairly  stated in all material  respects in
relation to the basic financial statements taken as a whole.

In accordance with Government Auditing  Standards,  we have also issued a report
dated February 9, 1996, on our  consideration of the projects'  internal control
structure and a report dated February 9, 1996, on its  compliance  with laws and
regulations.

/s/ Kevane, Peterson, Soto & Pasarell


San Juan,  Puerto Rico February 9, 1996, except for note 13 which is dated April
8, 1996



<PAGE>





[Letterhead]

[LOGO]
KEVANE, PETERSON SOTO & PASARELL


INDEPENDENT AUDITORS' REPORT

To the Partners of
LOS CLAVELES, S.E. LIMITED PARTNERSHIP


We have audited the  accompanying  balance sheet of LOS CLAVELES,  S.E.  LIMITED
PARTNERSHIP,  (a Delaware Limited  Partnership) as of December 31, 1994, and the
related  statements of loss,  changes in partners' equity and cash flows for the
four month period then ended. These financial  statements are the responsibility
of the Partnership's management.  Our responsibility is to express an opinion on
these financial statements based on our audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of Los Claveles,  S.E.  Limited
Partnership  as of  December  31,  1994,  and  the  results  of its  operations,
partners'  equity and its cash flows for the four month  period then  ended,  in
conformity with generally accepted accounting principles.

Our audit was  conducted  for the  purpose  of  forming  an opinion on the basic
financial  statements  taken as a whole.  The  schedule  of  expense  categories
included as an Exhibit,  is presented for the purpose 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/ Kevane, Peterson, Soto & Pasarell


San Juan, Puerto Rico
February 2, 1996




<PAGE>




[Letterhead]

[LOGO]
Haran & Associates Ltd
Certified Public Accountants


INDEPENDENT AUDITORS' REPORT

To the Partners
GRAND BOULEVARD RENAISSANCE I LIMITED PARTNERSHIP
Chicago, Illinois

We have audited the accompanying balance sheet of GRAND BOULEVARD  RENAISSANCE I
LIMITED  PARTNERSHIP,  (a Limited  Partnership) as of December 31, 1996, and the
related statements of profit and loss, changes in partners' equity and statement
of 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.
These standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management, as well as evaluating the overall financial statements presentation.
We believe that our audit provided 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 GRAND BOULEVARD  RENAISSANCE I
LIMITED  PARTNERSHIP  as of December 31, 1996, and the results of its operations
and its cash flows for the year then ended in conformity with generally accepted
accounting principles.

The  accompanying  supplementary  information  shown on Page 15 is presented for
purposes  of  additional  analysis  and  is not a  required  part  of the  basic
financial  statements.  Such  information  has been  subjected  to the  auditing
procedures  applied in the 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/ Haran & Associates LTD

HARAN & ASSOCIATES LTD
Certified Public Accountants
Wilmette, Illinois
Illinois Certificate No. 060-002892
Employer Identification No. 36-3097692

January 21, 1997

[Letterhead]

[LOGO]
Haran & Associates Ltd
Certified Public Accountants


INDEPENDENT AUDITORS' REPORT

To the Partners
GRAND BOULEVARD RENAISSANCE I LIMITED PARTNERSHIP
Chicago, Illinois

We have audited the accompanying balance sheet of GRAND BOULEVARD  RENAISSANCE I
LIMITED  PARTNERSHIP,  (a Limited  Partnership) as of December 31, 1995, and the
related statements of profit and loss, changes in partners' equity and statement
of 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.
These standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management, as well as evaluating the overall financial statements presentation.
We believe that our audit provided 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 GRAND BOULEVARD  RENAISSANCE I
LIMITED  PARTNERSHIP  as of December 31, 1995, and the results of its operations
and its cash flows for the year then ended in conformity with generally accepted
accounting principles.

The  accompanying  supplementary  information  shown on Page 15 is presented for
purposes  of  additional  analysis  and  is not a  required  part  of the  basic
financial  statements.  Such  information  has been  subjected  to the  auditing
procedures  applied in the 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/ Haran & Associates LTD

HARAN & ASSOCIATES LTD
Certified Public Accountants
Wilmette, Illinois
Illinois Certificate No. 060-002892
Employer Identification No. 36-3097692

February 2, 1996




[Letterhead]

[LOGO]
Haran & Associates Ltd
Certified Public Accountants


INDEPENDENT AUDITORS' REPORT

To the Partners
GRAND BOULEVARD RENAISSANCE I LIMITED PARTNERSHIP
Chicago, Illinois

We have audited the accompanying statement of assets, liabilities, and partners'
equity-income tax basis, of GRAND BOULEVARD  RENAISSANCE I LIMITED  PARTNERSHIP,
as of December 31, 1994,  and the related  statements of  operations-income  tax
basis,  changes  in  partners'  equity-income  tax basis and  statement  of cash
flows-income tax basis 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.
These standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management, as well as evaluating the overall financial statements presentation.
We believe that our audit provided a reasonable basis for our opinion.

As described in the notes to the financial statements,  the Partnership's policy
is to prepare  its  financial  statements  on the basis of  accounting  used for
income tax purposes and are not  intended to be  presented  in  conformity  with
generally accepted accounting principals.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the assets,  liabilities,  and partners' equity of GRAND
BOULEVARD  RENAISSANCE I LIMITED  PARTNERSHIP  as of December 31, 1994,  and its
operations,  changes  in  partners'  equity and its cash flows for the year then
ended,  on the  basis of  accounting  described  in the  notes to the  financial
statements.

/s/ Haran & Associates LTD

HARAN & ASSOCIATES LTD
Certified Public Accountants
Wilmette, Illinois
Illinois Certificate No. 060-002892
Employer Identification No. 36-3097692

February 1, 1995





[Letterhead]

[LOGO]
Hoekstra & Hoekstra
Certified Public Accountants


To the Partners of
Fairhaven Manor Limited Partnership


We have  audited the  accompanying  balance  sheet of  Fairhaven  Manor  Limited
Partnership  as of December  31,  1995,  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  Organization'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.
These standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management, as well as evaluating the overall financial statements presentation.
We believe that our audit provides a reasonable basis for our opinion.

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

Our audit was  conducted  for the  purpose  of  forming  an opinion on the basic
financial statements taken as a whole. The schedule of supplementary information
on page 14 is  presented  for the purpose 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/ Hoekstra & Hoekstra
Mount Vernon, Washington               Hoekstra & Hoekstra
February 1, 1996                             Certified Public Accountants




<PAGE>



[Letterhead]

[LOGO]
Hoekstra & Hoekstra
Certified Public Accountants


To the Partners of
Fairhaven Manor Limited Partnership


We have  audited the  accompanying  balance  sheet of  Fairhaven  Manor  Limited
Partnership  as of December  31,  1996,  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  Organization'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.
These standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management, as well as evaluating the overall financial statements presentation.
We believe that our audit provides a reasonable basis for our opinion.

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

Our audit was  conducted  for the  purpose  of  forming  an opinion on the basic
financial statements taken as a whole. The schedule of supplementary information
on page 14 is  presented  for the purpose 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/ Hoekstra & Hoekstra
Mount Vernon, Washington               Hoekstra & Hoekstra
February 2, 1997                             Certified Public Accountants




<PAGE>



[Letterhead]

[LOGO]
Hoekstra & Hoekstra
Certified Public Accountants


To the Partners of
Fairhaven Manor Limited Partnership


We have  audited the  accompanying  balance  sheet of  Fairhaven  Manor  Limited
Partnership  as of December  31,  1994,  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  Organization'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.
These standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management, as well as evaluating the overall financial statements presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  financial  position of  Fairhaven  Manor  Limited
Partnership  as of December 31, 1994,  and the results of its operations for the
year then ended in conformity with generally accepted accounting principles.


/s/ Hoekstra & Hoekstra
Mount Vernon, Washington               Hoekstra & Hoekstra
February 1, 1996                             Certified Public Accountants




<PAGE>




[Letterhead]

[LOGO]
Rick J. Tanneberger
Certified Public Accountant
Fayetteville, AR

Independent Auditor's Report


The Partners
Fountain Lakes, A Limited Partnership


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

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

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

Our audit was  conducted  for the  purpose  of  forming  an opinion on the basic
financial statements taken as a whole. The supplementary  information on page 11
is presented for the purpose 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/Rick J. Tanneberger
Rick J. Tanneberger
Certified Public Accountant
February 13, 1997



<PAGE>



[Letterhead]

[LOGO]
Rick J. Tanneberger
Certified Public Accountant
Fayetteville, AR


Independent Auditor's Report


The Partners
Fountain Lakes, A Limited Partnership


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

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the  financial  position of Fountain  Lakes,  A Limited
Partnership  as of December 31, 1995 and 1994, and the results of its operations
and its cash  flows  for the  years  then  ended in  conformity  with  generally
accepted accounting principles.

Our audit was  conducted  for the  purpose  of  forming  an opinion on the basic
financial statements taken as a whole. The supplementary  information on page 11
is presented for the purpose 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/Rick J. Tanneberger
Rick J. Tanneberger
Certified Public Accountant
February 12, 1996




<PAGE>




[Letterhead]

[LOGO]
VMcHC&S Vroman, McGowen, Hurst, Clark & Smith, P.C.
Certified Public Accountants

INDEPENDENT AUDITOR'S REPORT


To the Partners
Des Moines Street Associates, L.P.
Des Moines, Iowa


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

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management, as well as evaluating the overall financial statements presentation.
We believe that our 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 Des Moines Street Associates,
L.P.,  as of  December  31, 1996 and 1995,  and the  results of its  operations,
changes in its partners' capital and its cash flows for the years then ended, in
conformity with generally accepted accounting principles.

/S/ Vroman, McGowen, Hurst, Clark & Smith, P.C.
Des Moines, Iowa

January 31, 1997



<PAGE>



[Letterhead]

[LOGO]
VMcHC&S Vroman, McGowen, Hurst, Clark & Smith, P.C.
Certified Public Accountants

INDEPENDENT AUDITOR'S REPORT


To the Partners
Des Moines Street Associates, L.P.
Des Moines, Iowa


We have audited the accompanying balance sheets of Des Moines Street Associates,
L.P., (a limited partnership), as of December 31, 1995 and 1994, and the related
statements of  operations,  partners'  capital and cash flows for the years then
ended.  These financial  statements are the  responsibility of the Partnership's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement . An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management, as well as evaluating the overall financial statements presentation.
We believe that our 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 Des Moines Street Associates,
L.P.,  as of  December  31, 1995 and 1994,  and the  results of its  operations,
changes in its partners' capital and its cash flows for the years then ended, in
conformity with generally accepted accounting principles.

/S/ Vroman, McGowen, Hurst, Clark & Smith, P.C.
Des Moines, Iowa

January 31, 1996




<PAGE>




[Letterhead]

[LOGO]
KPMG Peat Marwick LLP
Atlanta, GA


Independent Auditor's Report


The Partners
St. Andrews Pointe Apartments,
A Limited Partnership:


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

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

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

/s/ KPMG Peat Marwick LLP

February 7, 1997



<PAGE>



[Letterhead]

[LOGO]
KPMG Peat Marwick LLP
Atlanta, GA


Independent Auditor's Report


The Partners
St. Andrews Pointe Apartments,
A Limited Partnership:


We  have  audited  the  accompanying   balance  sheets  of  St.  Andrews  Pointe
Apartments,  A Limited  Partnership,  as of December 31, 1995 and 1994,  and the
related statements of loss,  partners' capital and cash flows for the years then
ended.  These financial  statements are the  responsibility of the Partnership's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of St. Andrews Pointe Apartments,
A Limited  Partnership  as of December 31, 1995 and 1994, and the results of its
operations  and its cash  flows for the years then  ended,  in  conformity  with
generally accepted accounting principles.

/s/ KPMG Peat Marwick LLP

February 9, 1996



<PAGE>


 [Letterhead]

[LOGO]
Deloitte & Touche LLP
Orlando, Florida

INDEPENDENT AUDITORS' REPORT


To the General Partner and Limited Partners of
Affordable/Citrus Glen, Ltd.:


We have audited the accompanying balance sheet of  Affordable/Citrus  Glen, Ltd.
(a Florida  Limited  Partnership)  as of  December  31,  1996,  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  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management, as well as evaluating the overall financial statements presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Affordable/Citrus Glen, Ltd. (a
Florida  Limited  Partnership)  as of December 31, 1996,  and the results of its
operations  and its cash  flows  for the year then  ended,  in  conformity  with
generally accepted accounting principles.

/s/ Deloitte & Touche LLP

January 24, 1997



<PAGE>



[Letterhead]

[LOGO]
Deloitte & Touche LLP
Orlando, Florida

INDEPENDENT AUDITORS' REPORT


To the General Partner and Limited Partners of
Affordable/Citrus Glen, Ltd.:


We have audited the accompanying balance sheet of  Affordable/Citrus  Glen, Ltd.
(a Florida  Limited  Partnership)  as of  December  31,  1995,  and the  related
statements  of  operations,  partners'  equity  and cash flows for the year then
ended.  These financial  statements are the  responsibility of the partnership's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Affordable/Citrus Glen, Ltd. (a
Florida  Limited  Partnership)  as of December 31, 1995,  and the results of its
operations  and its cash  flows  for the year then  ended,  in  conformity  with
generally accepted accounting principles.

/s/ Deloitte & Touche LLP

February 2, 1996



<PAGE>




[Letterhead]

[LOGO]
Deloitte & Touche LLP
Orlando, Florida


INDEPENDENT AUDITORS' REPORT


To the General Partner and Limited Partners of
Affordable/Citrus Glen, Ltd.:


We have audited the accompanying balance sheet of  Affordable/Citrus  Glen, Ltd.
(a Florida  Limited  Partnership)  as of  December  31,  1994,  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.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management, as well as evaluating the overall financial statements presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Affordable/Citrus Glen, Ltd. (a
Florida  Limited  Partnership)  as of December 31, 1994,  and the results of its
operations  and its cash  flows  for the year  then  ended  in  conformity  with
generally accepted accounting principles.

/s/ Deloitte & Touche LLP

February 10, 1995



<PAGE>



 [Letterhead]

[LOGO]
MAHONEY
ULBRICH
CHRISTIANSEN
RUSS P.A.


To the Partners
Eden Park Limited Partnership
Saint Paul, Minnesota


INDEPENDENT AUDITOR'S REPORT


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

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management, as well as evaluating the overall financial statements presentation.
We believe that our 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 Eden Park Limited  Partnership
as of December 31, 1996 and 1995, and the results of its operations and its cash
flows for the years then ended in conformity with generally accepted  accounting
principles.

/s/Mahoney Ulbrich
Christiansen Russ P.A.

Saint Paul, Minnesota
January 24, 1997



<PAGE>



[Letterhead]

[LOGO]
MAHONEY
ULBRICH
CHRISTIANSEN
RUSS P.A.


To the Partners
Eden Park Limited Partnership
Saint Paul, Minnesota


INDEPENDENT AUDITOR'S REPORT


We have audited the accompanying balance sheets of Eden Park Limited Partnership
as of December  31, 1995 and 1994,  and the related  statements  of  operations,
partners'  capital  and cash flows for the years  then  ended.  These  financial
statements  are  the  responsibility  of  the  partnership's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management, as well as evaluating the overall financial statements presentation.
We believe that our 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 Eden Park Limited  Partnership
as of December 31, 1995 and 1994, and the results of its operations and its cash
flows for the years then ended in conformity with generally accepted  accounting
principles.

/s/Mahoney Ulbrich
Christiansen Russ P.A.

Saint Paul, Minnesota
February 8, 1996



<PAGE>



[Letterhead]

[LOGO]
NOVOGRADAC
& COMPANY
Boston, MA


REPORT OF INDEPENDENT AUDITORS

To the Partners of
Madera Sunrise Terrace Limited Partnership


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

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management, as well as evaluating the overall financial statements presentation.
We believe that our 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 Madera Sunrise Terrace Limited
Partnership  as of December 31, 1996 and 1995, and the results of its operations
and its cash flows for the year then ended in conformity with generally accepted
accounting principles.

/s/Novogradac & Company LLP
January 25, 1997





<PAGE>




[Letterhead]

[LOGO]
NOVOGRADAC
& COMPANY
Boston, MA

To the General Partner of
Madera Sunrise Terrace Limited Partnership


INDEPENDENT AUDITOR'S REPORT


We have  audited  the  accompanying  balance  sheets of Madera  Sunrise  Terrace
Limited Partnership as of December 31, 1995 and 1994, and the related statements
of  operations,  changes in partners'  capital and cash flows for the years then
ended.  These financial  statements are the  responsibility of the partnership's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of Madera Sunrise Terrace Limited
Partnership  as of December 31, 1995 and 1994, and the results of its operations
and its cash flows for the year then ended in conformity with generally accepted
accounting principles.

/s/Novogradac & Company LLP
January 29, 1996




<PAGE>



[Letterhead]
[LOGO]
Kirschner Hutton Perlin, P.C.
Certified Public Accountants
Southfield, Michigan

Independent Auditors Report
January 22, 1997

Partners
Twin Oaks Meadows Limited Dividend Housing
Association Limited Partnership

We have audited the  accompanying  balance  sheet of Twin Oaks  Meadows  Limited
Dividend Housing Association Limited  Partnership,  MSHDA Project No. 915, as of
December  31,  1996 and 1995,  and the  related  statements  of profit and loss,
partners'  equity  and cash  flows for the years  then  ended.  These  financial
statements  are  the  responsibility  of  the  Organization's   management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing standards
and  Government  Auditing  Standards  issued by the  Comptroller  General of the
United  States.  Those  standards  require that we plan and perform the audit to
obtain reasonable  assurance about whether the financial  statements are free of
material  misstatement.  An audit includes examining,  on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the overall  financial  statements
presentation.  We believe  that our 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 Twin Oaks  Meadows  Limited
Dividend  Housing  Association  Limited  Partnership as of December 31, 1996 and
1995,  and the results of its  operations  and its cash flows for the years then
ended in conformity with generally accepted accounting principles.

In accordance with Government Auditing  Standards,  we have also issued a report
dated  January 22,  1997,  on our  consideration  of Twin Oaks  Meadows  Limited
Dividend Housing  Association Limited  Partnership's  internal control structure
and  a  report  dated  January  22,  1997,  on  its  compliance  with  laws  and
regulations.

Our audits  were  conducted  for the  purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying  additional  information
on (pages 15 to 18) is presented for the 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/Kirschner Hutton Perlin, P.C.



<PAGE>


[Letterhead]

[LOGO]
Kirschner Hutton Perlin, P.C.
Certified Public Accountants
Southfield, Michigan

Independent Auditors Report
                                January 30, 1996

Partners
Twin Oaks Meadows Limited Dividend Housing
Association Limited Partnership


We have audited the  accompanying  balance  sheet of Twin Oaks  Meadows  Limited
Dividend Housing Association Limited  Partnership,  MSHDA Project No. 915, as of
December  31,  1995 and 1994,  and the  related  statements  of profit and loss,
partners'  equity  and cash  flows for the years  then  ended.  These  financial
statements  are  the  responsibility  of  the  Organization's   management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing standards
and  Government  Auditing  Standards  issued by the  Comptroller  General of the
United  States.  Those  standards  require that we plan and perform the audit to
obtain reasonable  assurance about whether the financial  statements are free of
material  misstatement.  An audit includes examining,  on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the overall  financial  statements
presentation.  We believe  that our 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 Twin Oaks  Meadows  Limited
Dividend  Housing  Association  Limited  Partnership as of December 31, 1995 and
1994,  and the results of its  operations  and its cash flows for the years then
ended in conformity with generally accepted accounting principles.

In accordance with Government Auditing  Standards,  we have also issued a report
dated  January 30,  1996,  on our  consideration  of Twin Oaks  Meadows  Limited
Dividend Housing  Association Limited  Partnership's  internal control structure
and  a  report  dated  January  30,  1996,  on  its  compliance  with  laws  and
regulations.

Our audits  were  conducted  for the  purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying  additional  information
on (pages 14 to 17) is presented for the 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/Kirschner Hutton Perlin, P.C.


<PAGE>


[Letterhead]

[LOGO]
ERNST & YOUNG LLP
Birmingham, Alabama

Report of Independent Auditors

The Partners
Guardian Place Limited Partnership


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

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management, as well as evaluating the overall financial statements presentation.
We believe that our 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  Guardian  Place  Limited
Partnership  as of December 31, 1996 and 1995, and the results of its operations
and its cash  flows  for the  years  then  ended in  conformity  with  generally
accepted accounting principles.

/s/Ernst & Young LLP
January 27, 1997



<PAGE>





[Letterhead]

[LOGO]
ERNST & YOUNG LLP
Birmingham, Alabama

Report of Independent Auditors

The Partners
Guardian Place Limited Partnership


We have  audited  the  accompanying  balance  sheets of Guardian  Place  Limited
Partnership  as of December  31, 1995 and 1994,  and the related  statements  of
operations,  changes  in  partners'  capital  and cash  flows for the years then
ended.  These financial  statements are the  responsibility of the partnership's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management, as well as evaluating the overall financial statements presentation.
We believe that our 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  Guardian  Place  Limited
Partnership  as of December 31, 1995 and 1994, and the results of its operations
and its cash  flows  for the  years  then  ended in  conformity  with  generally
accepted accounting principles.

/s/Ernst & Young LLP
January 31, 1996




<PAGE>




[Letterhead]

[LOGO]
Rick J. Tanneberger
Certified Public Accountant
Fayetteville, AR

Independent Auditor's Report


The Partners
Woods Lane, A Limited Partnership


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

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  These standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management, as well as evaluating the overall financial statements presentation.
We believe that our 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  Woods  Lane,  A  Limited
Partnership  as of December 31, 1996 and 1995, and the results of its operations
and its cash  flows  for the  years  then  ended in  conformity  with  generally
accepted accounting principles.

Our audit was  conducted  for the  purpose  of  forming  an opinion on the basic
financial statements taken as a whole. The supplementary  information on page 11
is presented for the purpose 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/Rick J. Tanneberger
Rick J. Tanneberger
Certified Public Accountant
January 27, 1997



<PAGE>



[Letterhead]

[LOGO]
Rick J. Tanneberger
Certified Public Accountant
Fayetteville, AR

Independent Auditor's Report


The Partners
Woods Lane, A Limited Partnership


We have  audited  the  accompanying  balance  sheets  of Woods  Lane,  A Limited
Partnership,  as of December 31, 1995 and 1994,  and the related  statements  of
income,  partners'  capital  and cash  flows for the  years  then  ended.  These
financial statements are the responsibility of the Partnership's management. Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  These standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management, as well as evaluating the overall financial statements presentation.
We believe that our 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  Woods  Lane,  A  Limited
Partnership  as of December 31, 1995 and 1994, and the results of its operations
and its cash  flows  for the  years  then  ended in  conformity  with  generally
accepted accounting principles.

Our audit was  conducted  for the  purpose  of  forming  an opinion on the basic
financial statements taken as a whole. The supplementary  information on page 11
is presented for the purpose 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/Rick J. Tanneberger
Rick J. Tanneberger
Certified Public Accountant
February 12, 1996




<PAGE>





[Letterhead]

[LOGO]
Rick J. Tanneberger
Certified Public Accountant
Fayetteville, AR

Independent Auditor's Report


The Partners
Crafton Place, A Limited Partnership


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

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  These standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management, as well as evaluating the overall financial statements presentation.
We believe that our 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 Crafton  Place,  A Limited
Partnership  as of December 31, 1996 and 1995, and the results of its operations
and its cash  flows  for the  years  then  ended in  conformity  with  generally
accepted accounting principles.

Our audit was  conducted  for the  purpose  of  forming  an opinion on the basic
financial statements taken as a whole. The supplementary  information on page 11
is presented for the purpose 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/Rick J. Tanneberger
Rick J. Tanneberger
Certified Public Accountant
February 5, 1997



<PAGE>



[Letterhead]

[LOGO]
Rick J. Tanneberger
Certified Public Accountant
Fayetteville, AR

Independent Auditor's Report


The Partners
Crafton Place, A Limited Partnership


We have audited the  accompanying  balance  sheets of Crafton  Place,  A Limited
Partnership,  as of December 31, 1995 and 1994,  and the related  statements  of
income,  partners'  capital  and cash  flows for the  years  then  ended.  These
financial statements are the responsibility of the Partnership's management. Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  These standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management, as well as evaluating the overall financial statements presentation.
We believe that our 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 Crafton  Place,  A Limited
Partnership  as of December 31, 1995 and 1994, and the results of its operations
and its cash  flows  for the  years  then  ended in  conformity  with  generally
accepted accounting principles.

Our audit was  conducted  for the  purpose  of  forming  an opinion on the basic
financial statements taken as a whole. The supplementary  information on page 11
is presented for the purpose 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/Rick J. Tanneberger
Rick J. Tanneberger
Certified Public Accountant
February 10, 1996



<PAGE>


 [Letterhead]

[LOGO]
Brotemarkle & Sadd
Certified Public Accountants
Glendale, CA

February 19, 1997

Palo Verde II
A Nevada Limited Partnership
Bakersfield, California


We have  audited  the  accompanying  balance  sheets of Palo  Verde II, A Nevada
Limited  Partnership  (Palo Verde II or the Partnership) as of December 31, 1996
and the related  statements of operations,  partners'  capital  (deficiency) and
cash  flows  for  the  year  then  ended.  These  financial  statements  are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these  financial  statements  based on our  audit.  The  financial
statements  of Palo Verde II as of  December  31,  1995,  were  audited by other
auditors whose report dated February 8, 1996,  expressed an unqualified  opinion
on those statements.

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

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

/s/Brotemarkle & Sadd





<PAGE>





[Letterhead]

[LOGO]
ERNST & YOUNG LLP

Report of Independent Auditors

To the Partners
Palo Verde II, A Nevada Limited Partnership
Glendale, CA

We have  audited  the  accompanying  balance  sheets of Palo  Verde II, A Nevada
Limited  Partnership  (Palo Verde II or the Partnership) as of December 31, 1995
and  1994,  and  the  related   statements  of  operations,   partners'  capital
(deficiency) and cash flows for the years then ended. These financial statements
are the responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of Palo Verde II as of December
31, 1995 and 1994,  and the results of its operations and its cash flows for the
years then ended in conformity with generally accepted accounting principles.

/s/Ernst & Young LLP
February 8, 1996




<PAGE>





[Letterhead]

[LOGO]
BERC
& FOX LIMITED
Certified Public Accountants


Independent Auditors' Report

To the Partners,
Andrew's Pointe Limited Partnership


We have  audited the  accompanying  balance  sheets of ANDREW'S  POINTE  LIMITED
PARTNERSHIP (a Minnesota Limited  Partnership) as of December 31, 1996 and 1995,
and the related  statements of operations,  partners'  equity and cash flows for
the years then ended.  These financial  statements are the responsibility of the
Partnership's  management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management, as well as evaluating the overall financial statements presentation.
We believe that our 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 Andrew's  Pointe  Limited
Partnership  as of December 31, 1996 and 1995, and the results of its operations
and its cash  flows  for the  years  then  ended in  conformity  with  generally
accepted accounting principles.

/s/Berc & Fox Limited

MINNEAPOLIS, MINNESOTA
January 23, 1997


<PAGE>



[Letterhead]

[LOGO]
BERC
& FOX LIMITED
Certified Public Accountants


Independent Auditors' Report

To the Partners,
Andrew's Pointe Limited Partnership


We have  audited the  accompanying  balance  sheets of ANDREW'S  POINTE  LIMITED
PARTNERSHIP (a Minnesota Limited  Partnership) as of December 31, 1995 and 1994,
and the related  statements of operations,  partners'  equity and cash flows for
the years then ended.  These financial  statements are the responsibility of the
Partnership's  management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management, as well as evaluating the overall financial statements presentation.
We believe that our 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 Andrew's  Pointe  Limited
Partnership  as of December 31, 1995 and 1994, and the results of its operations
and its cash  flows  for the  years  then  ended in  conformity  with  generally
accepted accounting principles.

/s/Berc & Fox Limited

MINNEAPOLIS, MINNESOTA

FEBRUARY 8, 1996


<PAGE>



[Letterhead]

[LOGO]
KPMG Peat Marwick LLP
Atlanta, GA

Independent Auditors' Report

The Partners
Santa Fe Oaks Phase II, A Limited Partnership:


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

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

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

/s/KPMG PEAT MARWICK LLP

FEBRUARY 14, 1997


<PAGE>



[Letterhead]

[LOGO]
KPMG Peat Marwick LLP
Atlanta, GA

Independent Auditors' Report

The Partners
Santa Fe Oaks Phase II, A Limited Partnership:


We have  audited the  accompanying  balance  sheets of Santa Fe Oaks Phase II, A
Limited Partnership as of December 31, 1995 and 1994, and the related statements
of loss,  partners'  capital  and cash  flows for the years  then  ended.  These
financial statements are the responsibility of the Partnership's management. Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  financial  position  of Santa Fe Oaks Phase II, A
Limited  Partnership  as of December  31, 1995 and 1994,  and the results of its
operations  and its cash  flows  for the years  then  ended in  conformity  with
generally accepted accounting principles.

/s/KPMG PEAT MARWICK LLP

FEBRUARY 9, 1996


<PAGE>




[Letterhead]

[LOGO]
KPMG Peat Marwick LLP
Atlanta, GA

Independent Auditors' Report

The Partners
Oak Ridge Apartments, A Limited Partnership:


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

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

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

/s/KPMG PEAT MARWICK LLP

FEBRUARY 3, 1997


<PAGE>



[Letterhead]

[LOGO]
KPMG Peat Marwick LLP
Atlanta, GA

Independent Auditors' Report

The Partners
Oak Ridge Apartments, A Limited Partnership:


We have  audited the  accompanying  balance  sheets of Oak Ridge  Apartments,  A
Limited  Partnership,  as of  December  31,  1995  and  1994,  and  the  related
statements of loss,  partners' capital, and cash flows for the years then ended.
These  financial   statements  are  the   responsibility  of  the  Partnership's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Oak Ridge Apartments, A Limited
Partnership  as of December 31, 1995 and 1994, and the results of its operations
and its cash  flows  for the  years  then  ended in  conformity  with  generally
accepted accounting principles.

/s/KPMG PEAT MARWICK LLP

FEBRUARY 9, 1996
<PAGE>