June  29  , 2001



Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC  20549

       Boston Financial Tax Credit Fund VII, A Limited Partnership
       Annual Report on Form 10-K for the Year Ended March 31, 2001
       File Number 0-24584

Dear Sir/Madam:

Pursuant to the requirements of Section 15(d) of the Securities Exchange Act of
1934, filed herewith is one copy of subject report.

Very truly yours,




/s/Stephen Guilmette
Stephen Guilmette
Assistant Controller


TC710K-K


<PAGE>



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

                                    FORM 10-K

(Mark One)

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

For the fiscal year ended                  March 31,  2001
                                    ----------------------------


                                       OR

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

For the transition period from                      to
                               -------------------      ------------------------


                         Commission file number 0-24584

      Boston Financial Tax Credit Fund VII, A Limited Partnership
-------------------------------------------------------------------------------
        (Exact name of registrant as specified in its charter)

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

   101 Arch Street, Boston, Massachusetts               02110-1106
--------------------------------------------   --------------------------------
  (Address of principal executive offices)              (Zip Code)

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


Securities registered pursuant to Section 12(b) of the Act:
                                                       Name of 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.
                                         $45,581,000 as of March 31, 2001
                                         --------------------------------


<PAGE>





DOCUMENTS  INCORPORATED  BY REFERENCE:  LIST THE FOLLOWING  DOCUMENTS IF
INCORPORATED BY REFERENCE AND THE PART OF THE FORM 10-K INTO WHICH THE DOCUMENT
IS INCORPORATED:  (1) ANY ANNUAL REPORT TO SECURITY HOLDERS: (2) ANY PROXY OR
INFORMATION  STATEMENT:  AND (3) ANY  PROSPECTUS  FILED  PURSUANT TO RULE 424(b)
OR (c) UNDER THE SECURITIES ACT OF 1933.

                                                       Part of Report on
                                                       Form 10-K into
                                                       Which the Document
Documents incorporated by reference                    is Incorporated
-----------------------------------                    -----------------------

Report on Form 8-K dated March 18, 1993                Part I, Item 1

Report on Form 8-K dated June 8, 1993                  Part I, Item 1

Report on Form 8-K dated September 10, 1993            Part I, Item 1

Report on Form 8-K dated January 14, 1994              Part I, Item 1

Post-Effective Amendment No. 1-3 to the Form S-11
     Registration Statement, File # 33-52468           Part I, Item 1

Post-Effective Amendment No. 4 to the Form S-11
     Registration Statement, File # 33-52468           Part III, Item 12

Prospectus - Sections Entitled:

     "Investment Objectives and Policies -
      Principal Investment Objectives"                 Part I, Item 1

     "Investment Risks"                                Part I, Item 1

     "Estimated Use of Proceeds"                       Part III, Item 13

     "Management Compensation and Fees"                Part III, Item 13

     "Profits and Losses for Tax Purposes, Tax
        Credits and Cash Distributions"                Part III, Item 13







<PAGE>


             BOSTON FINANCIAL TAX CREDIT FUND VII, A LIMITED PARTNERSHIP

                           ANNUAL REPORT ON FORM 10-K
                        FOR THE YEAR ENDED MARCH 31, 2001


                                TABLE OF CONTENTS


                                                                    Page No.

PART I

     Item 1       Business                                            K-3
     Item 2       Properties                                          K-5
     Item 3       Legal Proceedings                                   K-10
     Item 4       Submission of Matters to a Vote of
                  Security Holders                                    K-10

PART II

     Item 5       Market for the Registrant's Units and
                  Related Security Holder Matters                     K-10
     Item 6       Selected Financial Data                             K-11
     Item 7       Management's Discussion and Analysis of
                  Financial Condition and Results of Operations       K-12
     Item 7A      Quantitative and Qualitative Disclosures about
                  Market Risk                                         K-14
     Item 8       Financial Statements and Supplementary Data         K-15
     Item 9       Changes in and Disagreements with Accountants
                  on Accounting and Financial Disclosure              K-15

PART III

     Item 10      Directors and Executive Officers
                  of the Registrant                                   K-15
     Item 11      Management Remuneration                             K-16
     Item 12      Security Ownership of Certain Beneficial
                  Owners and Management                               K-16
     Item 13      Certain Relationships and Related Transactions      K-16
     Item 14      Exhibits, Financial Statement Schedules and
                  Reports on Form 8-K                                 K-19

SIGNATURES                                                            K-21
----------


<PAGE>


                                     PART I


Item 1.  Business

Boston Financial Tax Credit Fund VII, A Limited Partnership (the "Fund") is a
Massachusetts limited partnership formed on September 14, 1992 under the laws of
the Commonwealth of Massachusetts. The Fund's partnership agreement
("Partnership Agreement") authorizes the sale of up to 100,000 Units of limited
partnership interest at $1,000 per Unit. On November 30, 1993, the Fund held its
final investor closing. In total, the Fund received $50,930,000 of capital
contributions for 50,930 Units. Such amounts exclude five unregistered Units
previously acquired for $5,000 by the Initial Limited Partner, which is also one
of the General Partners. The offering of Units terminated on January 21, 1994.
No further sale of Units is expected.

The Fund is engaged solely in the business of real estate investment.
Accordingly, a presentation of information about industry segments is not
applicable and would not be material to an understanding of the Fund's business
taken as a whole.

The Fund has invested as a limited partner in other limited partnerships ("Local
Limited Partnerships") which own and operate residential apartment complexes
("Properties"), some of which benefit from some form of federal, state or local
assistance programs and all of which qualify for low-income housing tax credits
("Tax Credits") added to the Internal Revenue Code (the "Code") by the Tax
Reform Act of 1986. The investment objectives of the Fund include the following:
(i) to provide investors with annual tax credits which they may use to reduce
their federal income taxes; (ii) to provide limited cash distributions from the
operations of apartment complexes; and (iii) to preserve and protect the Fund's
capital with the possibility of realizing a profit through the sale or
refinancing of apartment complexes. There cannot be any assurance that the Fund
will attain any or all of these investment objectives. A more detailed
discussion of these investment objectives, along with the risks in achieving
them, is contained in the sections of the Prospectus entitled "Investment
Objectives and Policies - Principal Investment Objectives" and "Investment
Risks", which are herein incorporated by this reference.

Table A on the following page lists the Properties originally acquired by the
Local Limited Partnerships in which the Fund has invested. Item 7 of this Report
contains other significant information with respect to such Local Limited
Partnerships. As required by applicable rules, the terms of the acquisition of
each Local Limited Partnership interest have been described in a supplement to
the Prospectus and collected in the post-effective amendment to the Registration
Statement; such descriptions are incorporated herein by this reference.


<PAGE>


                                     TABLE A

                             SELECTED LOCAL LIMITED
                                PARTNERSHIP DATA


    Properties owned by                                          Date
       Local Limited                                           Interest
        Partnerships                       Location            Acquired
-----------------------------          ------------------    --------------

Oak Ridge                            Macon, GA                  12/31/92
Santa Fe Oaks II                     Gainesville, FL            12/31/92
Andrew's Pointe                      Burnsville, MN             04/13/92
Palo Verde II                        Henderson, NV              05/19/93
Woods Lane                           Rogers, AR                 07/30/93
Crafton Place                        Fayetteville, AR           07/30/93
Guardian Place                       Richmond, VA               10/07/93
Twin Oaks Meadows                    Lansing, MI                10/29/93
Sunrise Terrace                      Madera, CA                 11/24/93
Wynmor                               Brooklyn Park, MN          12/22/93
Citrus Glen                          Orlando, FL                12/30/93
St. Andrews Pointe                   Columbia, SC               01/05/94
Des Moines St. Village               Des Moines, IA             01/31/94
Fountain Lakes                       Benton, AR                 02/02/94
Fairhaven Manor                      Burlington, WA             03/08/94
Grand Boulevard Renaissance          Chicago, IL                08/03/94
Los Claveles II                      Trujillio Alto, PR         08/31/94
Springwood                           Tallahassee, FL            12/15/94
Harford Commons                      Baltimore, MD              02/28/95


The Fund's interest in profits and losses of each Local Limited Partnership
arising from normal operations is 99%, with the exception of Springwood which is
19.8%. Profits and losses arising from sale or refinancing transactions are
allocated in accordance with the respective Local Limited Partnership
Agreements.

Although the Fund's investments in Local Limited Partnerships are not subject to
seasonal fluctuations, the Fund's equity in losses of Local Limited
Partnerships, to the extent it reflects the operations of individual Properties,
may vary from quarter to quarter based upon changes in occupancy and operating
expenses as a result of seasonal factors.

Each Local Limited Partnership has as its general partners ("Local General
Partners") one or more individuals or entities not affiliated with the Fund or
its General Partners. In accordance with the partnership agreements under which
such entities are organized ("Local Limited Partnership Agreements"), the Fund
depends on the Local General Partners for the management of each Local Limited
Partnership. As of March 31, 2001, the following Local Limited Partnerships have
a common Local General Partner or affiliated group of Local General Partners
accounting for the specified percentage of the total capital contributions to
Local Limited Partnerships: (i) Oak Ridge Apartments, A Limited Partnership,
Santa Fe Oaks Phase II, A Limited Partnership, Springwood Apartments, A Limited
Partnership and St. Andrews Pointe Apartments, A Limited Partnership,
representing 23.92%, have Flournoy Development Company and John Flournoy as
Local General Partners; (ii) Woods Lane, A Limited Partnership, Crafton Place, A
Limited Partnership and Fountain Lakes, A Limited Partnership, representing
16.92%, have Lindsey Management Company as Local General Partner. The Local
General Partners of the remaining Local Limited Partnerships are identified in
the Acquisition Reports reported on Forms 8-K, which are herein incorporated by
reference.

The Properties owned by Local Limited Partnerships in which the Fund has
invested are, and will continue to be, subject to competition from existing and
future apartment complexes in the same areas. The success of the Fund will
depend on many outside factors, most of which are beyond the control of the Fund
and which cannot be predicted at this time. Such factors include general
economic and real estate market conditions, both on a national basis and in
those areas where the Properties are located, the availability and cost of
borrowed funds, real estate tax rates, operating expenses, energy costs and
governmental regulations. In addition, other risks inherent in real estate
investment may influence the ultimate success of the Fund, including: (i)
possible reduction in rental income due to an inability to maintain high
occupancy levels or adequate rental levels; (ii) possible adverse changes in
general economic conditions and adverse local conditions, such as competitive
over-building or a decrease in employment or adverse changes in real estate
laws, including building codes; and (iii) possible future adoption of rent
control legislation which would not permit increased costs to be passed on to
the tenants in the form of rent increases or which suppress the ability of the
Local Limited Partnerships to generate operating cash flow. Since some of the
Properties benefit from some form of governmental assistance, the Fund is
subject to the risks inherent in that area including decreased subsidies,
difficulties in finding suitable tenants and obtaining permission for rent
increases. In addition, any Tax Credits allocated to investors with respect to a
Property are subject to recapture to the extent that the Property or any portion
thereof ceases to qualify for the Tax Credits. Other future changes in federal
and state income tax laws affecting real estate ownership or limited
partnerships could have a material and adverse affect on the business of the
Fund.

The Fund is managed by Arch  Street  VIII, Inc., the  Managing  General  Partner
of the Fund. The other General Partner of the Fund is Arch  Street VII  Limited
Partnership.  The  Fund,  which  does  not have any  employees, reimburses Lend
Lease Real Estate Investments, Inc., an affiliate of the General  Partners,  for
certain expenses and overhead costs.  A complete discussion of the management of
 the Fund is set forth in Item 10 of this Report.

Item 2.  Properties

The Fund owns limited partnership interests in nineteen Local Limited
Partnerships which own and operate Properties, some of which benefit from some
form of federal, state or local assistance programs and all of which qualify for
the Tax Credits added to the Code by the Tax Reform Act of 1986. The Fund's
ownership interest in each Local Limited Partnership is 99%, with the exception
of Springwood, which is 19.8%.

Each of the Local Limited Partnerships has received an allocation of Tax Credits
from the relevant state tax credit agency. In general, the Tax Credits run for
ten years from the date the Property is placed in service. The required holding
period (the "Compliance Period") of the Properties is fifteen years. During
these fifteen years, the Properties must satisfy rent restrictions, tenant
income limitations and other requirements, as promulgated by the Internal
Revenue Service, in order to maintain eligibility for the Tax Credit at all
times during the Compliance Period. Once a Local Limited Partnership has become
eligible for the Tax Credits, it may lose such eligibility and suffer an event
of recapture if its Property fails to remain in compliance with the
requirements. To date, none of the Local Limited Partnerships have suffered an
event of recapture of Tax Credits.

In addition, some of the Local Limited Partnerships have obtained one or a
combination of different types of loans such as: i) below market rate interest
loans; ii) loans provided by a redevelopment agency of the town or city in which
the Property is located at favorable terms; or iii) loans that have repayment
terms that are based on a percentage of cash flow.

The schedule on the following pages provides certain key information on the
Local Limited Partnership interests acquired by the Fund.


<PAGE>

<TABLE>
<CAPTION>




                                               Capital Contributions           Mtge. loans                         Occupancy
Local Limited Partnership        Number    Total Committed  Paid Through        payable at                             at
Property Name                        of       at March 31,     March 31,       December 31,        Type of         March 31,
Property Location               Apt. Units          2001          2001               2000          Subsidy*            2001
----------------------------------------------------------------------------------------------     -----------    ---------------

Oak Ridge Apartments,
   A Limited Partnership
Oak Ridge
<S>                               <C>          <C>            <C>              <C>                                    <C>
Macon, GA                         152          $2,870,245     $2,870,245       $4,004,617          None               70 %

Santa Fe Oaks Phase II,
   A Limited Partnership
Santa Fe Oaks II
Gainesville, FL                   129           2,698,586      2,698,586        3,622,325          None               99%

Andrew's Pointe Limited
   Partnership
Andrew's Pointe
Burnsville, MN                     57           1,333,800      1,333,800        2,249,410          None               96%

Palo Verde II, A Nevada
   Limited Partnership
Palo Verde II
Henderson, NV                      60           1,324,801      1,324,801        1,062,072          None               97%

Woods Lane, A Limited
   Partnership
Woods Lane
Rogers, AR                        156           2,574,180      2,574,180        3,246,005          None              100%

Crafton Place, A Limited
   Partnership
Crafton Place
Fayetteville, AR                   84           1,365,120      1,365,120        1,623,015          None               98%



<PAGE>



                                                Capital Contributions            Mtge. Loans                       Occupancy
Local Limited Partnership        Number    Total Committed  Paid Through         payable at                            at
Property Name                        of        at March 31,    March 31,       December 31,        Type of         March 31,
Property Location               Apt. Units          2001          2001               2000          Subsidy*            2001
----------------------------------------------------------------------------------------------     -----------    ---------------

Guardian Place
   Limited Partnership
Guardian Place
Richmond, VA                      120           2,174,390      2,174,390        2,927,278          None               93%

Twin Oaks Meadows Limited
   Dividend Housing Association
   Limited Partnership
Twin Oaks Meadows
Lansing, MI                        63           1,436,400      1,436,400        1,874,216          None               86%

Madera Sunrise Terrace
   Limited Partnership
Sunrise Terrace
Madera, CA                         52           1,523,196      1,523,196          950,819          None               96%

Eden Park Limited
   Partnership
Wynmor
Brooklyn Park, MN                 324           5,527,758      5,527,758        5,558,612          None               96%

Affordable Citrus Glen
   Limited Partnership
Citrus Glen
Orlando, FL                       176           4,581,360      4,581,360        5,343,443          None               97%

St. Andrews Pointe Apartments,
   A Limited Partnership
St. Andrews Pointe
Columbia, SC                      150           3,414,528      3,414,528        4,541,565          None               86%


<PAGE>



                                                Capital Contributions           Mtge. Loans                        Occupancy
Local Limited Partnership        Number    Total Committed  Paid Through         payable at                            At
Property Name                        of       at March 31,     March 31,        December 31,       Type of         March 31,
Property Location               Apt. Units          2001          2001              2000           Subsidy*            2001
----------------------------------------------------------------------------------------------     -----------    ---------------

Des Moines Street Associates
   Limited Partnership
Des Moines St. Village
Des Moines, IA                     42           1,083,996      1,083,996        1,651,980        Section 8           100%

Fountain Lakes, A Limited
   Partnership
Fountain Lakes
Benton, AR                        180           2,854,593      2,854,593        4,086,238          None               96%

Fairhaven Manor Limited
   Partnership
Fairhaven Manor
Burlington, WA                     40           1,232,020      1,232,020          918,826          None              100%

Grand Boulevard Renaissance I
   Limited Partnership
Grand Boulevard Renaissance
Chicago, IL                        30           1,085,000        868,000        1,921,136        Section 8            97%

Los Claveles, S.E. Limited
   Partnership
Los Claveles II
Trujilio Alto, PR                 180           1,272,000        923,374        9,264,949        Section 8            48%

BHP/Harford Commons
   Limited Partnership
Harford Commons
Baltimore, MD                      30           1,187,000      1,128,000         1,736,092         None               97%




                                              Capital Contributions          Mtge. loans                          Occupancy
Local Limited Partnership        Number    Total Committed  Paid Through      payable at                              at
Property Name                        of       at March 31,     March 31,    December 31,           Type of         March 31,
Property Location               Apt. Units          2001          2001            2000             Subsidy*            2001
----------------------------------------------------------------------------------------------     -----------    ---------------

Springwood Apartments,
   A Limited Partnership
Springwood
Tallahassee, FL                   113             624,805        624,805        3,810,592          None               98%
                                -----        ------------   ------------     ------------
                                2,138         $40,163,778    $39,539,152     $ 60,393,190
                                =====         ===========    ===========     ============
</TABLE>

*              Section 8 This subsidy, which is authorized under Section 8 of
               Title II of the Housing and Community Development Act of 1974,
               allows qualified low-income tenants to pay 30% of their monthly
               income as rent with the balance paid by the federal government.





<PAGE>

Two Local Limited Partnerships invested in by the Fund each represent more than
10% of the total capital contributions to be made to Local Limited Partnerships
by the Fund. The first is Eden Park Limited Partnership, which owns Wynmor, a
Property, located in Brooklyn Park, Minnesota. The Property contains 324
apartments in eleven three-story buildings and represents 13.76% of the total
capital contributions to be made to the Local Limited Partnerships.

Eden Park Limited Partnership has obtained a $6,000,000 first mortgage loan. The
mortgage is payable in monthly installments of principal and interest in the
amount of $48,922, based on a 25 year amortization period, and accrues interest
at a rate of 8.65%. The unpaid principal and interest is due in one balloon
payment in October of 2020.

The other Local Limited Partnership which represents more than 10% of the total
capital contributions to be made to Local Limited Partnerships is Affordable
Citrus Glen Limited Partnership which owns Citrus Glen Apartments. Citrus Glen
Apartments, which is located in Orlando, Florida, contains 176 apartments and
represents 11.41% of the total capital contributions to be made to the Local
Limited Partnerships.

Affordable Citrus Glen Limited Partnership ("Citrus Glen") has obtained
permanent financing in the amount of $3,848,000 at an interest rate of 9.55%.
The note requires monthly principal and interest payments of $32,497, amortized
over a 30 year period, with the unpaid principal balance due in full on February
1, 2010. Additional financing has been obtained in the amount of $1,670,000,
with stated interest at 9%, from the Florida Housing Finance Agency. Due to
other claims against cash flows, the maximum effective rate will be 4.5%, the
rate at which interest is currently being accrued. Repayment is based on the
cash flow of Citrus Glen, beginning on January 10, 1995, with annual payments
due each January 10 through 2009, at which time all outstanding principal and
interest is due. The loan is non-recourse and is collateralized by a second
mortgage on Citrus Glen's rental property and an assignment of leases, rents and
contract rights.

Duration of leases for occupancy in the Properties described above is generally
six to twelve months. The Managing General Partner believes the Properties
described herein are adequately covered by insurance.

Additional information required under this item, as it pertains to the Fund, is
contained in Items 1, 7 and 8 of this Report.

Item 3.  Legal Proceedings

The Fund is not a party to any pending legal or administrative proceeding, and
to the best of its knowledge, no legal or administrative proceeding is
threatened or contemplated against it.

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

None.
                                     PART II

Item 5.  Market for the Registrant's Units and Related Security Holder Matters

There is no public market for the Units, and it is not expected that a public
market will develop. If a Limited Partner desires to sell Units, the buyer of
those Units will be required to comply with the minimum purchase and retention
requirements and investor suitability standards imposed by applicable federal or
state securities laws and the minimum purchase and retention requirements
imposed by the Fund. The price to be paid for the Units, as well as the
commissions to be received by any participating broker-dealers, will be subject
to negotiation by the Limited Partner seeking to sell his Units. Units will not
be redeemed or repurchased by the Fund.

The Partnership Agreement does not impose on the Fund or its General Partners
any obligation to obtain periodic appraisals of assets or to provide Limited
Partners with any estimates of the current value of Units.

As of June 18, 2001, there were 2,439 record holders of Units of the Fund.
Cash distributions, when made, are paid annually. No cash distributions were
paid during the years ended March 31, 2001, 2000 and 1999.

Item 6.  Selected Financial Data

The following table sets forth selected financial information regarding the
Fund's financial position and operating results. This information should be read
in conjunction with Management's Discussion and Analysis of Financial Condition
and Results of Operations and the Financial Statements and Supplementary Data,
which are included in Items 7 and 8 of this Report.
<TABLE>
<CAPTION>

                                            March 31,       March 31,       March 31,          March 31,
March 31,
                                             2001            2000           1999            1998            1997
                                         ------------     ------------   ------------   ------------    -------------

<S>                                      <C>              <C>            <C>            <C>             <C>
Revenue                                  $    188,642     $    236,880   $    256,266   $    254,185    $     400,349
Equity in losses of Local Limited
 Partnerships                              (2,072,857)      (2,745,266)    (2,852,291)    (3,325,494)      (2,967,826)
Net Loss                                   (2,452,766)      (3,048,493)    (3,150,253)    (3,626,340)      (3,131,087)
   Per Limited Partnership Unit (A)            (47.68)          (59.26)        (61.24)        (70.49)          (60.86)
Cash and cash equivalents                      607,092          307,807        114,347        375,168          373,729
Marketable securities                       2,137,846        2,491,752      3,020,272      3,106,645        3,240,944
Investments in Local Limited
   Partnerships                            20,351,343       22,640,861     25,341,905     28,387,876       31,792,098
Total assets (B)                           23,421,069       25,752,403     28,779,904     32,158,308       35,694,649
Cash Distribution                                   -                -              -              -                -
Other data:
----------
Passive loss (C)                           (4,457,338)      (2,916,825)    (4,009,001)    (4,473,368)      (3,697,126)
   Per Limited Partnership Unit (C)            (86.64)          (56.70)        (77.93)        (86.95)          (71.87)

Portfolio income (C)                          278,960          279,480        304,325        301,029          359,903
   Per Limited Partnership Unit (C)              5.42             5.43           5.92           5.85             7.00
Other Income (Loss) (C)                    (2,314,358)       2,444,059              -              -                -
   Per Limited Partnership Unit (C)           (44.99)            47.51              -              -                -
Low-Income Housing Tax Credit (C)           7,476,015        7,556,310      7,547,206      7,547,206        7,531,209
   Per Limited Partnership Unit (C)            146.79           146.88         146.71         148.19           146.39
Local Limited Partnership interests
   owned at end of period                          19               19             19             19               19
</TABLE>

(A)    Per Limited Partnership Unit data is based upon 50,930 Units for all of
       the five years  ended March 31, 2001.


(B) Total assets include the investments in Local Limited Partnerships.

(C) Income tax information is as of December 31, the year end of the Fund for
income tax purposes.


<PAGE>


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

Certain matters discussed herein constitute forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995. The Fund
intends such forward-looking statements to be covered by the safe harbor
provisions for forward-looking statements and is including this statement for
purposes of complying with these safe harbor provisions. Although the Fund
believes the forward-looking statements are based on reasonable assumptions, the
Fund can give no assurance that their expectations will be attained. Actual
results and timing of certain events could differ materially from those
projected in or contemplated by the forward-looking statements due to a number
of factors, including, without limitation, general economic and real estate
conditions and interest rates.

Liquidity and capital resources

At March 31, 2001, the Fund had cash and cash equivalents of $607,092 compared
with $307,807 at March 31, 2000. This increase is primarily due to proceeds from
sales and maturities of marketable securities in excess of purchases of
marketable securities and cash distributions received from Local Limited
Partnerships. These increases are partially offset by cash used for operations
and advances to Local Limited Partnerships.

As of March 31, 2001, the Managing General Partner has designated approximately
$2,095,000 of cash, cash equivalents and marketable securities as Reserves. The
Reserves were established to be used for working capital of the Fund and
contingencies related to the ownership of Local Limited Partnership interests.
Management believes that the interest income earned on Reserves, along with cash
distributions received from Local Limited Partnerships, to the extent available,
will be sufficient to fund the Fund's ongoing operations. Reserves may be used
to fund operating deficits, if the Managing General Partner deems funding
appropriate.

At March 31, 2001, the Fund has committed to make future capital contributions
and pay future purchase price installments on its investments in Local Limited
Partnerships. These future payments are contingent upon the achievement of
certain criteria as set forth in the Local Limited Partnership Agreements and
total approximately $408,000. In addition, the Fund has set aside $217,000 in
escrow for future capital contributions to one Local Limited Partnership.

Since the Fund invests as a limited partner, the Fund has no contractual duty to
provide additional funds to Local Limited Partnerships beyond its specified
investment. Thus, as of March 31, 2001, the Fund had no contractual or other
obligation to any Local Limited Partnership which had not been paid or provided
for, except as described above.

In the event a Local Limited Partnership encounters operating difficulties
requiring additional funds, the Fund might deem it in its best interests to
provide such funds, voluntarily, in order to protect its investment. As of March
31, 2001, the Fund has advanced approximately $53,000 to Local Limited
Partnerships to fund operating deficits.

Cash distributions

No cash distributions were made in the years ended March 31, 2001, 2000 or 1999.
It is not expected that cash available for distribution, if any, will be
significant during the 2001 calendar year. Based on the results of 2000
operations, the Local Limited Partnerships are not expected to distribute
significant amounts of cash to the Fund because such amounts will be needed to
fund Property operating costs. In addition, many of the Properties benefit from
some type of federal or state subsidy and, as a consequence, are subject to
restrictions on cash distributions.







Results of operations

2001 versus 2000

The Fund's results of operations for the year ended March 31, 2001 resulted in a
net loss of $2,452,766 as compared to a net loss of $3,048,493 for the same
period in 2000. The decrease in net loss is primarily attributable to a decrease
in equity in losses of Local Limited Partnerships. The decrease in equity in
losses of Local Limited Partnerships is primarily due to an increase in losses
not recognized by the Fund for Local Limited Partnerships where the Fund's
cumulative equity in losses exceeded its total investment. The decrease in
equity in losses of Local Limited Partnership's is expected to continue. The
increase in general and administrative expense is primarily due to increased
charges from an affiliate of the General Partner for operational and
administrative expenses necessary for the operation of the Partnership. The
increased charges pertained to higher levels of staffing and salary levels at
the affiliate in addition to changes in the affiliate's allocation of
operational and administrative expenses to more accurately reflect the actual
cost of services provided to the Partnership.

2000 versus 1999

The Fund's results of operations for the year ended March 31, 2000 resulted in a
net loss of $3,048,493 as compared to a net loss of $3,150,253 for the same
period in 1999. The decrease in net loss is primarily attributable to a decrease
in equity in losses of Local Limited Partnerships. The decrease in equity in
losses of Local Limited Partnerships was primarily due to an increase in losses
not recognized by the Fund for a Local Limited Partnership where the Fund's
cumulative equity in losses exceeded its total investment.

Low-income housing tax credits

The 2000, 1999 and 1998 Tax Credits per Unit were $146.79, $146.88 and $146.71,
respectively, for investor limited partners. The Tax Credits per Limited
Partnership Unit stabilized in 1996 at approximately $147 per Unit. The Tax
Credits were expected to be stable for about seven years subsequent to 1996 and
then to decrease as certain Properties reach the end of the ten year Tax Credits
period. However, because the Compliance Periods should extend significantly
beyond the Tax Credit periods, the Fund is expected to retain most of its
interests in the Local Limited Partnerships for the foreseeable future.

Property discussions

The Fund's investment portfolio consists of limited partnership interests in 19
Local Limited Partnerships, each of which own and operate a multi-family
apartment complex. A majority of the Properties have stabilized operations and
operate above break-even. A few Properties generate cash flow deficits that the
Local General Partners of those Properties fund through project expense loans,
subordinated loans or operating escrows. However, some Properties have
persistent operating difficulties that could either: i) have an adverse impact
on the Fund's liquidity; ii) result in their foreclosure; or iii) result in the
Managing General Partner deeming it appropriate for the Fund to dispose of its
interest in the Local Limited Partnership. Also, the Managing General Partner,
in the normal course of the Fund's business, may desire to dispose of certain
Local Limited Partnerships. The following Property discussions focus only on
such Properties.

As previously reported, Grand Boulevard Renaissance, located in Chicago,
Illinois, has been experiencing operating difficulties and has difficulties in
achieving debt service coverage. As a result of the operating difficulties, the
Local General Partner has been negotiating with the lender to reduce the
interest rate on the current mortgage. However, the negotiations slowed during
the third quarter of 2000 due to changes in the lender's personnel. The Managing
General Partner will continue to work closely with the Local General Partner to
monitor Property operations.

As previously reported, Los Claveles II, located in Trujillo Alto, Puerto Rico,
continues to perform poorly. The Property requires significant capital for
maintenance and repairs faces crime and security issues and suffers from
extremely low occupancy. Effective December 30, 1999, the Property restructured
its existing mortgage loan balance, in the approximate amount of $9 million,
into a $4 million first mortgage with an interest rate of 6% amortized over a
30-year term and a $5 million second mortgage with no interest and principal
payable from cash flow. No debt service payments were required until November
2000. The reduction in debt service payments made cash available for use towards
the necessary maintenance and repairs required at the Property. However, due to
certain issues, the necessary repairs have not yet been completed and operations
have not improved. As a result, the Property was unable to make the November 1,
2000 debt service payment. Although the loan is technically in default, the
workout agreement contains a clause that obligates the lender to renegotiate the
terms of the workout agreement in the event that the terms of the agreement are
not met. As part of the loan restructuring, the Local General Partner was
replaced. Recently, the lender agreed to provide funds for additional security
services. In addition, the Property submitted an application for drug
elimination grants to HUD in May 2001 and plans to submit an application for
another grant in June. The Managing General Partner is concerned about the
Property's long-term viability.

Operations at Oak Ridge, located in Macon, Georgia, continue to suffer primarily
due to low occupancy and rental rates. The low occupancy is generally
attributable to a lack of public transportation near the site, site management
turnover and a fire in one the buildings during the fourth quarter of 1999. The
building that experienced the fire was ready for occupancy as of March 2000.
Also during March 2000, a new on-site manager was hired to further enhance
tenant marketing efforts, which included direct mailing, posting fliers on cars
and enhanced interaction with the local housing authorities to attract more
tenants with Section 8 certificates. The site manager is also diligently working
to attract more tenants and decrease expenses. These efforts positively impacted
Property operations for the three months ended March 31, 2001, as evidenced by
net operating income increasing significantly compared to the same period in
2000. However, the Property's net operating income is insufficient to meet debt
service payments. The Managing General Partner will continue to work closely
with the management agent and Local General Partner to monitor Property
operations and continued marketing efforts.

Occupancy at Guardian Place, located in Richmond, Virginia, has fluctuated
primarily due to the difficulty in leasing its studio units. Occupancy is not
expected to stabilize in the near term as a competing property in close
proximity to Guardian Place will begin lease-up this year. The Managing General
Partner visited the Property in the fourth quarter of 2000 and found it in very
good condition. The Managing General Partner will continue to monitor local
market conditions and the impact they may have on the Property's operations.

The Fund has implemented policies and practices for assessing potential
impairment of its investments in Local Limited Partnerships. Real estate experts
analyze the investments to determine if impairment indicators exist. If so, the
carrying value is compared to the undiscounted future cash flows expected to be
derived from the asset. If a significant impairment in carrying value exists, a
provision to write down the asset to fair value will be recorded in the Fund's
financial statements.

Inflation and other economic factors

Inflation had no material impact on the operations or financial condition of the
Fund for the years ended March 31, 2001, 2000 and 1999.

As some Properties benefit from some form of government assistance, the Fund is
subject to the risks inherent in that area including decreased subsidies,
difficulties in finding suitable tenants and obtaining permission for rent
increases. In addition, the Tax Credits allocated to investors with respect to a
Property are subject to recapture to the extent that a Property or any portion
thereof ceases to qualify for Tax Credits.

Some of the Properties listed in this report are located in areas suffering from
poor economic conditions. Such conditions could have an adverse effect on the
rent or occupancy levels at such Properties. Nevertheless, the Managing General
Partner believes that the generally high demand for below market rate housing
will tend to negate such factors. However, no assurance can be given in this
regard.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

The Fund has invested in marketable securities with a fair value of $2,137,846
at March 31, 2001; these securities, with interest rates ranging from 4.66% to
6.50%, do not subject the Fund to significant market risk because of their short
term maturities and high liquidity. The Fund has no other exposure to market
risk associated with activities in derivative financial instruments, derivative
commodity instruments or other financial instruments.

Item 8.  Financial Statements and Supplementary Data

Information required under this Item is submitted as a separate section of this
Report. See Index on page F-1 hereof.

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 Managing  General  Partner of the Fund is Arch Street VIII,  Inc., a
Massachusetts  corporation  (the "Managing General  Partner"),  an  affiliate of
Lend Lease Estate Investment, Inc. ("Lend  Lease"). The Managing General Partner
was  incorporated in September  1992. The Investment  Committee of the Managing
General  Partner  approved all  investments.  The names and  positions of the
principal  officers and the  directors of the Managing  General Partner are set
forth below.

     Name                 Position

Jenny Netzer              Principal, Head of Housing and Community Investment
Michael H. Gladstone      Principal, Member, Legal
Lauren M. Guillette       Principal, Member, Legal

The other General Partner of the Fund is Arch Street VII Limited Partnership,  a
 Massachusetts  limited partnership ("Arch  Street VII L.P.") that was organized
in September  1992.  The managing  general  partner of Arch Street VII
L.P. is Arch Street VIII, Inc.

The Managing General Partner provides day-to-day management of the Fund.
Compensation is discussed in Item 11 of this report. Such day-to-day management
does not include the management of the Properties.

The business experience of each of the persons listed above is described below.
There is no family relationship between any of the persons listed in this
section.

Jenny Netzer, age 45, Principal, Head of Housing and Community Investment Group
- Ms. Netzer is responsible for tax credit investment programs to institutional
clients. She joined Lend Lease as a result of the Boston Financial acquisition,
starting with Boston Financial in 1987 and leading Boston Financial's new
business initiatives and managing the firm's Asset Management division. Prior to
joining Boston Financial, Ms. Netzer served as Deputy Budget Director for the
Commonwealth of Massachusetts where she was responsible for the Commonwealth's
health care and public pension program's budgets. Ms. Netzer also served as
Assistant Controller at Yale University, was a former member of Watertown Zoning
Board of Appeals, the Officer of Affordable Housing Tax Credit Coalition and a
frequent speaker on affordable housing and tax credit industry issues. Ms.
Netzer is a graduate of Harvard University (BA) and Harvard's Kennedy School of
Government (MPP).

Michael H. Gladstone,  age 44, Principal,  Member, Legal - Mr. Gladstone is
responsible for legal work in the areas of affordable and conventional  housing
and investment  products and services.  He joined Lend Lease as a result of the
Boston Financial acquisition,  starting with Boston Financial in 1985 as the
firm's General Counsel.  Prior to joining Boston Financial,  Mr.  Gladstone was
associated  with the law firm of Herrick & Smith and served on the advisory
board of the  Housing  and  Development  Reporter.  Mr.  Gladstone  lectured  at
Harvard  University on affordable  housing  matters  and is a member of the
National Realty Committee, Cornell Real Estate Council, National  Association of
Real Estate  Investment  Managers and  Massachusetts  Bar. Mr.  Gladstone is a
graduate of Emory University (BA) and Cornell University (J.D. & MBA).

Lauren M. Guillette, age 36, Principal, Member, Legal - Ms. Guillette is
responsible for legal work in the areas of affordable and conventional housing
and investment products and services. She joined Lend Lease as a result of the
Boston Financial acquisition, starting with Boston Financial in 1996 as the
firm's Assistant General Counsel. Prior to joining Boston Financial, Ms.
Guillette was associated with the law firm of Peabody & Brown where she
practiced real estate syndication and securities law. Ms. Guillette is a
graduate of McGill University (BA) and Suffolk University (J.D.).

Item 11.  Management Remuneration

Neither the directors nor officers of Arch Street VIII, Inc., nor the partners
of Arch Street VII L.P., nor any other individual with significant involvement
in the business of the Fund receives any current or proposed remuneration from
the Fund.

Item 12.  Security Ownership of Certain Beneficial Owners and Management

As of March 31, 2001, the following is the only entity known to the Fund to be
the beneficial owner of more than 5% of the Units outstanding:
                                                            Amount
     Title of              Name and Address of          Beneficially    Percent
     Class                  Beneficial Owner                Owned       of Class
----------------- ------------------------------------ -------------------------
Limited Partner   Oldham Institutional Tax Credits LLC   5,349 units     10.5%
                  101 Arch Street
                  Boston, MA

Oldham Institutional Tax Credits LLC is an affiliate of Arch Street VIII, Inc.,
the Managing General Partner.

The equity securities registered by the Fund under Section 12(g) of the Act
consist of 100,000 Units, 50,930 of which were sold to the public. The remaining
Units were deregistered in Post-Effective Amendment No. 4 dated January 20,
1995, which is herein incorporated by reference. Holders of Units are permitted
to vote on matters affecting the Fund only in certain unusual circumstances and
do not generally have the right to vote on the operation or management of the
Fund.

Arch Street VII, L.P. owns five (unregistered) Units not included in the Units
sold to the public.

Except as described in the preceding paragraphs, neither Arch Street VIII, Inc.,
Arch Street VII L.P., Lend Lease nor any of their executive officers, directors,
partners or affiliates is the beneficial owner of any Units. None of the
foregoing persons possesses a right to acquire beneficial ownership of Units.

The Fund does not know of any existing arrangement that might at a later date
result in a change in control of the Fund.




Item 13.  Certain Relationships and Related Transactions

The Fund was required to pay certain fees to and reimburse certain expenses of
the Managing General Partner or its affiliates in connection with the
organization of the Fund and the offering of Units. The Fund is also required to
pay certain fees to and reimburse certain expenses of the Managing General
Partner or its affiliates in connection with the administration of the Fund and
its acquisition and disposition of investments in Local Limited Partnerships. In
addition, the General Partners are entitled to certain Fund distributions under
the terms of the Partnership Agreement. Also, an affiliate of the General
Partners will receive up to $10,000 from the sale or refinancing proceeds of
each Local Limited Partnership, if it is still a limited partner at the time of
such transaction. All such fees, expenses and distributions paid during the
years ended March 31, 2001, 2000 and 1999 are described below and in the
sections of the Prospectus entitled "Estimated Use of Proceeds", "Management
Compensation and Fees" and "Profits and Losses for Tax Purposes, Tax Credits and
Cash Distributions." Such sections are incorporated herein by reference.
The Fund is permitted to enter into transactions involving affiliates of the
Managing General Partner, subject to certain limitations established in the
Partnership Agreement.

Information regarding the Fees paid and expenses reimbursements made in the
three years ended March 31, 2001 is presented as follows:

Organizational fees and expenses and selling expenses

In accordance with the Partnership Agreement, the Fund is required to pay
certain fees to and reimburse expenses of the Managing General Partner and
others in connection with the organization of the Fund and the offering of its
Limited Partnership Units. Commissions, fees and accountable expenses related to
the sale of the Units totaling $6,304,898 have been charged directly to Limited
Partners' equity. In connection therewith, $4,329,050 of selling expenses and
$1,975,848 of offering expenses incurred on behalf of the Fund have been paid to
an affiliate of the Managing General Partner. The Fund is required to pay a
non-accountable expense allowance for marketing expense equal to a maximum of 1%
of Gross Proceeds. This allowance has not yet been charged to the Fund. In
addition, the Fund has paid $50,000 in organization costs to an affiliate of the
Managing General Partner. This cost has been included in the balance sheet.
Total organization and offering expenses, exclusive of selling commissions and
underwriting advisory fees, did not exceed 5.5% of the Gross Proceeds, and
organizational and offering expenses, inclusive of selling commissions and
underwriting advisory fees, did not exceed 15.0% of the Gross Proceeds. No
organizational fees and expenses were paid during the three years ended March
31, 2001.

Acquisition fees and expenses

In accordance with the Partnership Agreement, the Fund is required to pay
acquisition fees to and reimburse acquisition expenses of the Managing General
Partner or its affiliates for selecting, evaluating, structuring, negotiating
and closing the Fund's investments in Local Limited Partnerships. Acquisition
fees totaled 6% of the Gross Proceeds. Acquisition expenses, which include legal
fees and expenses, travel and communications expenses, costs of appraisals and
accounting fees and expenses, totaled 1.5% of the Gross Proceeds. Acquisition
fees totaling $3,055,800 for the closing of the Fund's Local Limited Partnership
investments have been paid to an affiliate of the Managing General Partner. Of
this amount, approximately $2,567,000 is included as capital contributions to
Local Limited Partnerships. Acquisition expenses totaling $763,950 were incurred
and have been reimbursed to an affiliate of the Managing General Partner. No
acquisition fees or expenses were paid during the three years ended March 31,
2001.




Asset Management Fees

In accordance with the Partnership Agreement, an affiliate of the Managing
General Partner is paid an annual fee for services in connection with the
administration of the affairs of the Fund. The affiliate currently receives the
base amount of 0.6129% (as adjusted by the CPI factor) of Gross Proceeds
annually as the Asset Management Fee. Fees earned during the years ended March
31, 2001, 2000 and 1999 are as follows:

                                      2001             2000             1999
                                 --------------  --------------    -------------

   Asset Management Fees         $     304,529    $    297,164     $    292,147

Salaries and benefits expense reimbursements

An affiliate of the Managing General Partner is reimbursed for the cost of the
Fund's salaries and benefits expenses. The reimbursements are based upon the
size and complexity of the Fund's operations. Reimbursements paid or payable
during the years ended March 31, 2001, 2000 and 1999 are as follows:

                                      2001             2000             1999
                                 --------------  --------------    -------------
   Salaries and benefits
     expense reimbursements      $      89,441    $    107,844     $     92,108

Property Management Fees

In prior years, an affiliate of the Managing General Partner was the management
agent for one Local Limited Partnership. The management fee charged to the
property was equal to 5% of the Property's gross revenues. Fees charged for the
years ended December 31, 1999 and 1998 were as follows:

                                                     1999             1998
                                                --------------  --------------

Property Management Fees                            $ 23,247       $    23,058

Cash distributions paid to the General Partners

In accordance with the Partnership Agreement,  the General Partners of the Fund,
Arch Street VIII, Inc. and Arch Street  VII L.P.,  receive  1% of cash
distributions  paid to  partners.  To date,  the Fund has not paid any cash
distributions to partners.

Additional information concerning cash distributions and other fees paid or
payable to the Managing General Partner and its affiliates and the reimbursement
of expenses paid or payable to Lend Lease and its affiliates during the years
ended March 31, 2001, 2000 and 1999 is presented in Note 5 to the Financial
Statements.


<PAGE>


                                    (PART IV)


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 schedule and the auditors' report relating thereto are submitted as a
separate section of this Report. See Index to the financial statements 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)    See Exhibit Index contained herein.

(a)(3)(b)  Reports on Form 8-K:
           No reports on Form 8-K were filed during the year ended March 31,
2001.

(a)(3)(c)   Exhibits


<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.

      BOSTON FINANCIAL TAX CREDIT FUND VII, A LIMITED PARTNERSHIP

      By:  Arch Street VIII, Inc.
           its Managing General Partner


     By:   /s/Jenny Netzer                        Date:    June    29    , 2001
           -----------------------------------             -------------------
           Jenny Netzer
           Principal, Head of Housing and
           Community Investment


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed by the following persons on behalf of the Managing General
Partner of the Fund and in the capacities and on the dates indicated:

     By:   /s/Jenny Netzer                          Date:    June   29    , 2001
           --------------------------------------            -------------------
           Jenny Netzer
           Director


     By:   /s/Michael H. Gladstone                  Date:   June 29      , 2001
           -----------------------------                    --------------------
           Michael H. Gladstone
           Director


<PAGE>



            BOSTON FINANCIAL TAX CREDIT FUND VII, A LIMITED PARTNERSHIP

           ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED MARCH 31, 2001
                                      INDEX


                                                                  Page No.


Report of Independent Accountants
   For the years ended March 31, 2001, 2000 and 1999                F-2

Financial Statements

   Balance Sheets - March 31, 2001 and 2000                         F-3

   Statements of Operations - For the years ended
     March 31, 2001, 2000 and 1999                                  F-4

   Statements of Changes in Partners' Equity (Deficiency) -
     For the years ended March 31, 2001, 2000 and 1999              F-5

   Statements of Cash Flows - For the years ended
     March 31, 2001, 2000 and 1999                                  F-6

   Notes to the Financial Statements                                F-7

Financial Statement Schedule

   Schedule III - Real Estate and Accumulated
     Depreciation                                                  F-15


      Other schedules have been omitted as they are either notthe
      information required to be presented therein is available elsewhere in the
      financial statements and the accompanying notes and schedules.


<PAGE>


                        Report of Independent Accountants



To the Partners of
Boston Financial Tax Credit Fund VII, A Limited Partnership:


In our opinion, based upon our audits and the reports of other auditors, the
financial statements listed in the accompanying index present fairly, in all
material respects, the financial position of Boston Financial Tax Credit Fund
VII, A Limited Partnership (the "Fund") as of March 31, 2001 and 2000, and the
results of its operations and its cash flows for each of the three years in the
period ended March 31, 2001 in conformity with accounting principles generally
accepted in the United States of America. In addition, in our opinion, the
financial statement schedule listed in the accompanying index presents fairly,
in all material respects, the information set forth therein when read in
conjunction with the related financial statements. These financial statements
and financial statement schedule are the responsibility of the Fund's
management; our responsibility is to express an opinion on these financial
statements and financial statement schedule based on our audits. The Fund
accounts for its investment in Local Limited Partnerships, as discussed in Note
2 of the notes to the financial statements, using the equity method of
accounting. We did not audit the financial statements of the Local Limited
Partnerships, investments in which the Fund's investment in Local Limited
Partnerships is stated at $20,351,343 at March 31, 2001 and $22,640,861 at March
31, 2000, and the Fund's equity in earnings (losses) of Local Limited
Partnerships is stated at $(2,072,857), $(2,745,266), and $(2,852,291) for the
years ended March 31, 2001, 2000, and 1999, respectively. The financial
statements of these Local Limited Partnerships were audited by other auditors
whose reports thereon have been furnished to us, and our opinion expressed
herein, insofar as it relates to amounts included for Local Limited
Partnerships, is based solely upon the reports of other auditors. We conducted
our audits of the Fund's financial statements in accordance with auditing
standards generally accepted in the United States of America which 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, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audits and the reports of the other
auditors provide a reasonable basis for our opinion.



/s/PricewaterhouseCoopers LLP
June 27, 2001
Boston, Massachusetts


<PAGE>


               BOSTON FINANCIAL TAX CREDIT FUND VII, A LIMITED PARTNERSHIP

                    BALANCE SHEETS - MARCH 31, 2001 and 2000

<TABLE>
<CAPTION>



                                                                         2001                  2000
                                                                     -------------        --------------
Assets

<S>                                                                  <C>                  <C>
Cash and cash equivalents                                            $     607,092        $      307,807
Marketable securities, at fair value (Note 3)                            2,137,846             2,491,752
Restricted cash (Notes 4 and 6)                                            298,072               280,053
Investments in Local Limited Partnerships (Note 4)                      20,351,343            22,640,861
Other assets                                                                26,716                31,930
                                                                     -------------        --------------
     Total Assets                                                    $  23,421,069        $   25,752,403
                                                                     =============        ==============


Liabilities and Partners' Equity

Accounts payable to affiliates (Notes 4 and 5)                       $     198,552        $      170,084
Accrued expenses                                                            69,998                36,491
                                                                     -------------        --------------
     Total Liabilities                                                     268,550               206,575
                                                                     -------------        --------------

Commitments (Note 6)

General, Initial and Investor Limited Partners' Equity                  23,127,567            25,580,333
Net unrealized gains (losses) on marketable securities                      24,952               (34,505)
                                                                     -------------        --------------
     Total Partners' Equity                                             23,152,519            25,545,828
                                                                     -------------        --------------
     Total Liabilities and Partners' Equity                           $ 23,421,069          $ 25,752,403
                                                                      ============          ============
</TABLE>


The accompanying notes are an integral part of these financial statements.
<PAGE>
             BOSTON FINANCIAL TAX CREDIT FUND VII, A LIMITED PARTNERSHIP

                            STATEMENTS OF OPERATIONS
                For the Years Ended March 31, 2001, 2000 and 1999

<TABLE>
<CAPTION>


                                                                2001             2000             1999
                                                            ------------    ------------      ------------
Revenue:
<S>                                                         <C>             <C>               <C>
   Investment                                               $    160,417    $    166,318      $    192,898
   Other                                                          28,225          70,562            63,368
       Total Revenue                                             188,642         236,880           256,266
                                                             -----------        --------           -------

Expenses:
   General and administrative expenses (includes
     reimbursements to an affiliate in the amounts of
     $89,441, $107,844 and $92,108, respectively)
     (Note 5)                                                    180,459         210,759           229,897
   Asset management fees, related party (Note 5)                 304,529         297,164           292,147
   Amortization                                                   30,623          32,184            32,184
   Provision for valuation of investments in
     Local Limited Partnerships                                   52,940               -                 -
                                                            ------------    ------------      ------------
       Total Expenses                                            568,551         540,107           554,228
                                                            ------------    ------------      ------------

Loss before equity in losses of
   Local Limited Partnerships                                   (379,909)       (303,227)         (297,962)

Equity in losses of
   Local Limited Partnerships (Note 4)                        (2,072,857)     (2,745,266)       (2,852,291)
                                                            ------------    ------------      ------------

Net Loss                                                    $ (2,452,766)   $ (3,048,493)     $ (3,150,253)
                                                            ============    ============      ============

Net Loss allocated:
   General Partners                                         $    (24,528)   $    (30,485)     $    (31,503)
   Limited Partners                                           (2,428,238)     (3,018,008)       (3,118,750)
                                                            ------------    ------------      ------------
                                                            $ (2,452,766)   $ (3,048,493)     $ (3,150,253)
                                                            ============    ============      ============
Net Loss per Limited Partnership Unit
   (50,930 Units)                                           $    (47.68)    $     (59.26)     $     (61.24)
                                                            ===========     ============      ============
</TABLE>

The accompanying notes are an integral part of these financial statements.

<PAGE>
               BOSTON FINANCIAL TAX CREDIT FUND VII, A LIMITED PARTNERSHIP

                 STATEMENTS OF CHANGES IN PARTNERS' EQUITY (DEFICIENCY)
                   For the Years Ended March 31, 2001, 2000 and 1999

<TABLE>
<CAPTION>

                                                                                        Net
                                                       Initial       Investor       Unrealized
                                       General         Limited        Limited          Gains
                                       Partners        Partner       Partners        (Losses)          Total
                                      -----------    ---------    --------------    -----------     -----------

<S>                                   <C>            <C>          <C>               <C>            <C>
Balance at March 31, 1998             $  (126,530)   $   5,000    $   31,900,609    $     6,125    $  31,785,204
                                      -----------    ---------    --------------    -----------    -------------

Comprehensive Income (Loss):
   Change in net unrealized gains
     on marketable securities
     available for sale                         -            -                 -          4,161            4,161
   Net Loss                               (31,503)           -        (3,118,750)             -       (3,150,253)
                                      -----------    ---------    --------------    -----------    -------------
Comprehensive Income (Loss)               (31,503)           -        (3,118,750)         4,161       (3,146,092)
                                      -----------    ---------    --------------    -----------    -------------

Balance at March 31, 1999                (158,033)       5,000        28,781,859         10,286       28,639,112
                                      -----------    ---------    --------------    -----------    -------------

Comprehensive Loss:
   Change in net unrealized gains
     on marketable securities
     available for sale                         -            -                 -        (44,791)         (44,791)
Net Loss                                  (30,485)           -        (3,018,008)             -       (3,048,493)
                                      -----------    ---------    --------------    -----------    -------------
Comprehensive Loss                        (30,485)           -        (3,018,008)       (44,791)      (3,093,284)
                                      -----------    ---------    --------------    -----------    -------------

Balance at March 31, 2000                (188,518)       5,000        25,763,851        (34,505)      25,545,828
                                      -----------    ---------    --------------    -----------    -------------

Comprehensive Income (Loss):
   Change in net unrealized losses
     on marketable securities
     available for sale                         -            -                 -         59,457           59,457
   Net Loss                               (24,528)           -        (2,428,238)             -       (2,452,766)
                                      -----------    ---------    --------------    -----------    -------------
Comprehensive Income (Loss)               (24,528)           -        (2,428,238)        59,457       (2,393,309)
                                      -----------    ---------    --------------    -----------    -------------

Balance at March 31, 2001             $  (213,046)   $   5,000    $   23,335,613    $    24,952    $  23,152,519
                                      ===========    =========    ==============    ===========    =============
</TABLE>

The accompanying notes are an integral part of these financial statements.
<PAGE>


               BOSTON FINANCIAL TAX CREDIT FUND VII, A LIMITED PARTNERSHIP

                            STATEMENTS OF CASH FLOWS
                For the Years Ended March 31, 2001, 2000 and 1999

<TABLE>
<CAPTION>


                                                             2001                2000            1999
                                                        --------------     --------------    -------------

Cash flows from operating activities:
<S>                                                     <C>                <C>               <C>
   Net Loss                                             $   (2,452,766)    $  (3,048,493)    $  (3,150,253)
   Adjustments to reconcile net loss
     to net cash used for operating activities:
     Equity in losses of Local Limited Partnerships          2,072,857         2,745,266         2,852,291
     Provision for valuation of investments in
       Local Limited Partnerships                               52,940                 -                 -
     Amortization                                               30,623            32,184            32,184
     Gain on sales and maturities of marketable
       securities, net                                          (1,633)           (1,554)           (2,518)
     Cash distribution included in net loss                    (15,000)                -                 -
     Increase (decrease) in cash arising from
       changes in operating assets and liabilities:
       Restricted cash                                         (18,019)          (14,022)          (13,476)
       Other assets                                              5,214             5,419            (1,285)
       Accounts payable to affiliates                           28,468            98,070          (237,158)
       Accrued expenses                                         33,507           (32,287)            4,846
                                                        --------------     -------------     -------------
Net cash used for operating activities                        (263,809)         (215,417)         (515,369)
                                                        --------------     -------------     -------------

Cash flows from investing activities:
   Purchases of marketable securities                         (961,896)         (698,323)       (2,071,201)
   Proceeds from sales and maturities
     of marketable securities                                1,376,892         1,183,606         2,164,253
   Investments in Local Limited Partnerships                         -          (230,000)          (20,000)
   Cash distributions received from Local
     Limited Partnerships                                      201,038           153,594           181,496
   Advances to Local Limited Partnerships                      (52,940)                -                 -
                                                        --------------     -------------     -------------
Net cash provided by investing activities                      563,094           408,877           254,548
                                                        --------------     -------------     -------------

Net increase (decrease) in cash and cash equivalents           299,285           193,460          (260,821)

Cash and cash equivalents, beginning                           307,807           114,347           375,168
                                                        --------------     -------------     -------------

Cash and cash equivalents, ending                       $      607,092     $     307,807     $     114,347
                                                        ==============     =============     =============
</TABLE>

The accompanying notes are an integral part of these financial statements.
<PAGE>

               BOSTON FINANCIAL TAX CREDIT FUND VII, A LIMITED PARTNERSHIP

                        NOTES TO THE FINANCIAL STATEMENTS


1.   Organization

Boston Financial Tax Credit Fund VII, A Limited Partnership (the "Fund") is a
Massachusetts limited partnership organized to invest in other limited
partnerships ("Local Limited Partnerships") which own and operate apartment
complexes which are eligible for low income housing tax credits which may be
applied against the federal income tax liability of an investor. The Fund's
objective are to: (i) provide investors with annual tax credits which they may
use to reduce their federal income tax liability; ii) provide limited cash
distributions from the operations of apartment complexes and; iii) preserve and
protect the Fund's capital.

Arch Street VIII, Inc., a Massachusetts  corporation  ("Arch Street VIII, Inc.")
is the Managing General Partner of the Fund. Arch Street VII Limited
Partnership,  a  Massachusetts  limited  partnership  ("Arch Street VII L.P."),
whose general  partner is Arch Street VIII,  Inc., is also a General  Partner.
Both the Managing  General  Partner and Arch Street VII L.P. are affiliates of
Lend Lease Real Estate  Investments,  Inc. ("Lend Lease").  An affiliate of the
General Partners ("SLP  Affiliate") is a special limited partner in each Local
Limited  Partnership in which the Fund invests,  with the right to become a
general partner under certain  circumstances.  The fiscal year of the Fund ends
on March 31.

The Partnership Agreement authorized the sale of up to 100,000 Units of limited
partnership interest ("Units") at $1,000 per Unit. Boston Financial Securities,
Inc., an affiliate of the General Partners, received selling commissions and
underwriting advisory fees, which did not exceed 7.0% and 1.5%, respectively, of
Gross Proceeds for Units sold by the entity as a soliciting dealer. On November
30, 1993, the Fund held its final investor closing. In total, the Fund received
$50,930,000 of capital contributions from investors admitted as Limited Partners
for 50,930 Units.

The Partnership Agreement provides that all cash available for distribution will
be allocated 99% to the Limited Partners and 1% to the General Partners. Sale or
refinancing proceeds generally will be distributed first to the Limited Partners
in an amount equal to their adjusted capital contributions, second to the
General Partners in an amount equal to their capital contributions, third to the
General Partners (after payment of the 6% return as set forth in Section 4.2.3
of the Partnership Agreement and of any accrued but unpaid Subordinated
Disposition Fee, a fee equal to 1% of the sales price of a Property owned by a
Local Limited Partnership) in such amount as is necessary to cause the General
Partners to have received 5% of all distributions to the Partners, and lastly,
95% to the Limited Partners and 5% to the General Partners.

Profits and losses for tax purposes arising from general operations and tax
credits generally will be allocated 99% to the Limited Partners and 1% to the
General Partners. However, as set forth in the Partnership Agreement, profits
and losses for tax purposes arising from a sale or refinancing generally will be
allocated among the Partners in such manner as is necessary to cause their
respective capital accounts to reflect the amount that would be distributable to
them in accordance with the priorities set forth in the preceding paragraph, if
all of the Fund's assets were sold for their federal adjusted basis and the Fund
were then liquidated.

All distributions of cash available for distribution or distributions of sale or
refinancing proceeds, and all allocations of profits and losses for tax purposes
from normal operations and from a sale or refinancing or of tax credits, which
are distributed or allocated to the General Partners, will be allocated 1% to
Arch Street VIII, Inc. and 99% to Arch Street VII L.P.

Under the terms of the Partnership Agreement, the Fund originally designated 5%
of the Gross Proceeds from the sale of Units as a reserve for working capital of
the Fund and contingencies related to ownership of Local Limited Partnership
interests. The Managing General Partner may increase or decrease such amounts
from time to time as it deems appropriate. At March 31, 2001, the Managing
General Partner has designated approximately $2,095,000 of cash, cash
equivalents and marketable securities as such Reserve.

<PAGE>

              BOSTON FINANCIAL TAX CREDIT FUND VII, A LIMITED PARTNERSHIP

                  NOTES TO THE FINANCIAL STATEMENTS (Continued)


2.   Significant Accounting Policies

Cash and Cash Equivalents

Cash and cash equivalents consist of short-term money market instruments with
original maturities of 90 days or less at acquisition and approximate fair
value.

Marketable Securities

The Fund's investments in securities are classified as "Available for Sale"
securities and reported at fair value as reported by the brokerage firm at which
the securities are held. Realized gains or losses from the sales of securities
are based on the specific identification method. Unrealized gains and losses are
excluded from earnings and reported as a separate component of partners' equity.

Investments in Local Limited Partnerships

The Fund accounts for its investments in Local Limited Partnerships using the
equity method of accounting because the Fund does not have control over the
major operating and financial policies of the Local Limited Partnerships in
which it invests. Under the equity method, the investment is carried at cost,
adjusted for the Fund's share of income or loss of the Local Limited
Partnerships, additional investments in and cash distributions from the Local
Limited Partnerships. Equity in income or loss of the Local Limited Partnerships
is included in the Fund's operations. The Fund has no obligation to fund
liabilities of the Local Limited Partnerships beyond its investment and
therefore a Local Limited Partnership's investment will not be carried below
zero. To the extent that equity losses are incurred or distributions received
when a Local Limited Partnership's respective investment balance has been
reduced to zero, losses will be suspended to be used against future income and
distributions will be included in income.

Excess investment costs over the underlying net assets acquired have arisen from
acquisition fees paid and expenses reimbursed to an affiliate of the Fund. These
fees and expenses are included in the Fund's investments in Local Limited
Partnerships and are being amortized on a straight-line basis over 35 years
until a Local Limited Partnership's respective investment balance has been
reduced to zero.

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

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

The General Partners have decided to report results of the Local Limited
Partnerships on a 90 day lag basis because the Local Limited Partnerships report
their results on a calendar year basis. Accordingly, the financial information
about the Local Limited Partnerships that is included in the accompanying
financial statements is as of December 31, 2000, 1999 and 1998.

The Fund has implemented policies and practices for assessing potential
impairment of its investments in Local Limited Partnerships. Real estate experts
analyze the investments to determine if impairment indicators exist. If so, the
carrying value is compared to the undiscounted future cash flows expected to be
derived from the asset. If a significant impairment in carrying value exists, a
provision to write down the asset to fair value will be recorded in the Fund's
financial statements.
<PAGE>
               BOSTON FINANCIAL TAX CREDIT FUND VII, A LIMITED PARTNERSHIP

                  NOTES TO THE FINANCIAL STATEMENTS (Continued)


2.       Significant Accounting Policies (continued)
---------------------------------------------------

Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosures of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

Fair Value of Financial Instruments

Statement of Financial Accounting Standards No. 107 ("SFAS No. 107"),
Disclosures About Fair Value of Financial Instruments, requires disclosure of
the fair value of most on- and off-balance sheet financial instruments for which
it is practicable to estimate that value. The scope of SFAS No. 107 excludes
certain financial instruments, such as trade receivables and payables when the
carrying value approximates the fair value and investments accounted for under
the equity method, and all nonfinancial assets, such as real property. The fair
values of the Fund's assets and liabilities, which qualify as financial
instruments under SFAS No. 107, approximate their carrying amounts in the
accompanying balance sheets.

Income Taxes

No provision for income taxes has been made, as the liability for such taxes is
an obligation of the partners of the Fund.

3.   Marketable Securities
<TABLE>
<CAPTION>

A summary of marketable securities is as follows:
                                                                 Gross           Gross
                                                              Unrealized     Unrealized        Fair
                                                 Cost            Gains          Losses         Value
                                             -------------    -----------    -----------    ------------
Debt securities issued by
   the US Treasury and other
   US government corporations
<S>                                          <C>              <C>            <C>            <C>
   and agencies                              $   1,670,054    $    18,883    $      (141)   $  1,688,796

Mortgage backed securities                         442,840          6,219             (9)        449,050
                                             -------------    -----------    -----------    -------------

Marketable securities at
   March 31, 2001                            $   2,112,894    $    25,102    $      (150)   $  2,137,846
                                             =============    ===========    ===========    =============

Debt securities issued by
   the US Treasury and other
   US government corporations
   and agencies                              $   2,071,100    $       352    $   (29,553)   $  2,041,899

Mortgage backed securities                         455,157              -         (5,304)        449,853
                                             -------------    -----------    -----------    -------------

Marketable securities at
   March 31, 2000                            $   2,526,257    $       352    $   (34,857)   $  2,491,752
                                             =============    ===========    ===========    =============

</TABLE>

<PAGE>
               BOSTON FINANCIAL TAX CREDIT FUND VII, A LIMITED PARTNERSHIP

                  NOTES TO THE FINANCIAL STATEMENTS (Continued)


3.   Marketable Securities (continued)
     --------------------------------

The contractual maturities at March 31, 2001 are as follows:
                                                                       Fair
                                                  Cost                Value
                                              ------------        ------------

Due in less than one year                     $    772,134        $    780,157
Due in one to five years                           897,920             908,639
Mortgage backed securities                         442,840             449,050
                                              ------------        -------------
                                              $  2,112,894        $  2,137,846
                                              ============        ============

Actual maturities for asset backed securities may differ from contractual
maturities because some borrowers have the right to call or prepay obligations.
Proceeds from the sales of marketable securities were approximately $402,000 and
$501,000 during the years ended March 31, 2000 and 1999, respectively. Proceeds
from the maturities of marketable securities were approximately $1,377,000,
$782,000 and $1,663,000 during the years ended March 31, 2001, 2000 and 1999,
respectively. Included in investment income are gross gains of $2,141, $1,916
and $3,891 and gross losses of $508, $362 and $1,373 that were realized on the
sales during the years ended March 31, 2001, 2000 and 1999, respectively.

4.   Investments in Local Limited Partnerships

The Fund uses the equity method to account for its limited partnership interests
in nineteen Local Limited Partnerships which own and operate multi-family
housing complexes. Upon dissolution of the Local Limited Partnerships, proceeds
will be distributed according to each respective partnership agreement.

The following is a summary of investments in Local Limited Partnerships at March
31:
<TABLE>
<CAPTION>

                                                                                      2001              2000
                                                                                  -------------    -------------
Capital contributions and advances paid to Local Limited
   Partnerships and purchase price paid to withdrawing
<S>                                                                               <C>              <C>
   partners of Local Limited Partnerships                                         $  39,592,092    $  39,539,152

Cumulative equity in losses of Local Limited Partnerships (excluding
   unrecognized losses of $4,951,491 and $1,460,403 in 2001 and
   2000, respectively)                                                              (19,246,962)     (17,189,105)

Cumulative cash distributions received from Local Limited
   Partnerships                                                                        (974,915)        (773,877)
                                                                                  -------------    -------------

Investments in Local Limited Partnerships before
   adjustments                                                                       19,370,215       21,576,170

Excess of investment costs over the underlying net assets acquired:

   Acquisition fees and expenses                                                      1,252,338        1,252,338

   Accumulated amortization of acquisition fees and expenses                           (218,270)        (187,647)
                                                                                  -------------    -------------

Investments in Local Limited Partnerships prior to reserve for
    valuation                                                                        20,404,283       22,640,861

Reserve for valuation of investments in Local Limited Partnerships                      (52,940)               -
                                                                                  -------------    -------------

Investments in Local Limited Partnerships                                         $  20,351,343    $  22,640,861
                                                                                  =============    =============
</TABLE>

The Fund has provided a reserve for valuation for its investments in Local
Limited Partnerships because there is evidence of non-temporary declines in the
recoverable amount of the investments.


<PAGE>
               BOSTON FINANCIAL TAX CREDIT FUND VII, A LIMITED PARTNERSHIP

                  NOTES TO THE FINANCIAL STATEMENTS (Continued)


4.  Investments in Local Limited Partnerships (continued)
    ----------------------------------------------------

Summarized financial information as of December 31, 2000, 1999 and 1998 (due to
the Fund's policy of reporting the financial information of its Local Limited
Partnership interests on a 90 day lag basis) of all the Local Limited
Partnerships in which the Fund has invested as of that date is as follows:

Summarized Balance Sheets - as of December 31,
<TABLE>
<CAPTION>

                                                           2000                  1999                  1998
                                                     ----------------      ---------------       ---------------
Assets:
<S>                                                  <C>                   <C>                   <C>
   Investment property, net                          $     81,085,313      $    87,041,519       $    91,081,027
   Other assets                                             7,023,685            7,548,582             7,339,860
                                                     ----------------      ---------------       ---------------
Total Assets                                         $     88,108,998      $    94,590,101       $    98,420,887
                                                     ================      ===============       ===============

Liabilities and Partners' Equity:
   Mortgage notes payable                            $     60,393,190      $    60,709,330       $    58,575,173
   Other debt                                               5,996,327            5,732,326             7,754,778
                                                     ----------------      ---------------       ---------------
     Total Liabilities                                     66,389,517           66,441,656            66,329,951
                                                     ----------------      ---------------       ---------------

Fund's Equity                                              14,167,306           20,112,181            23,639,697
Other Partners' Equity                                      7,552,175            8,036,264             8,451,239
                                                     ----------------      ---------------       ---------------
     Total Liabilities and Partners' Equity          $     88,108,998      $    94,590,101       $    98,420,887
                                                     ================      ===============       ===============

Summarized Statements of Operations -
for the years ended December 31,
                                                           2000                  1999                  1998
                                                     ----------------      ---------------       ---------------

Rental and other revenue                             $     12,930,579      $    12,522,727       $    12,162,713
                                                     ----------------      ---------------       ---------------

Expenses:
   Operating                                               10,087,707            7,313,184             6,684,290
   Interest                                                 4,526,409            4,956,203             5,034,525
   Depreciation and amortization                            4,089,322            4,125,199             4,140,576
                                                     ----------------      ---------------       ---------------
       Total Expenses                                      18,703,438           16,394,586            15,859,391
                                                     ----------------      ---------------       ---------------

Net Loss                                             $     (5,772,859)     $    (3,871,859)      $    (3,696,678)
                                                     ================      ===============       ===============

Fund's share of Net Loss                             $     (5,548,945)     $    (3,541,887)      $    (3,377,773)
                                                     ================      ===============       ===============
Other partners' share of Net Loss                    $       (223,914)     $      (329,972)      $      (318,905)
                                                     ================      ===============       ===============
</TABLE>

For the years ended March 31, 2001, 2000 and 1999, the Fund has not recognized
$3,476,088, $796,621 and $525,482, respectively, of equity in losses relating to
Local Limited Partnerships where cumulative equity in losses exceeded its total
investment in these Local Limited Partnerships.



<PAGE>
               BOSTON FINANCIAL TAX CREDIT FUND VII, A LIMITED PARTNERSHIP

                  NOTES TO THE FINANCIAL STATEMENTS (Continued)


4.  Investments in Local Limited Partnerships (continued)
    ----------------------------------------------------

The Fund's equity as reflected by the Local Limited Partnerships of $14,167,306
differs from the Fund's investments in Local Limited Partnerships before
adjustment of $19,370,215 primarily because the Fund has not recognized
$4,951,491 of equity in losses of Local Limited Partnerships whose cumulative
equity in losses exceeded its total investment.

The Fund has set aside in an escrow account future capital contributions related
to its investment in one Local Limited Partnership. Interest earned on this
deposit is payable to the Local General Partner. At March 31, 2001 and 2000,
$72,814 and $54,795, respectively, of interest due to this Local General Partner
is included in accounts payable to affiliates.

5.   Transactions with Affiliates

An affiliate of the Managing General Partner receives a base amount of 0.6129%
(as adjusted by the CPI factor) of Gross Proceeds annually as an Asset
Management Fee for administering the affairs of the Fund. Asset Management Fees
of $304,529, $297,164 and $292,147 have been included in expenses for the years
ended March 31, 2001, 2000 and 1999, respectively. Included in accounts payable
to affiliates is $78,032 and $75,499 for Asset Management Fees at March 31, 2001
and 2000, respectively.

An affiliate of the Managing General Partner is reimbursed for the actual cost
of the Fund's operating expenses. Included in general and administrative
expenses for the years ended March 31, 2001, 2000 and 1999 is $89,441, $107,844
and $92,108, respectively, that the Fund has paid or accrued for reimbursement
for salaries and benefits. The amounts payable for salaries and benefits at
March 31, 2001 and 2000 were $47,706 and $39,790, respectively.

An affiliate of the Managing General Partner had been the management agent for
one Local Limited Partnership in prior years. The management fee charged to the
Property was equal to 5% of the Property gross revenues. Included in operating
expenses in the summarized income statements in Note 4 to the Financial
Statements are $23,247 and $23,058 of property management fees at December 31,
1999 and 1998, respectively.

6.   Commitments

At March 31, 2001, the Fund has committed to make future capital contributions
and pay future purchase price installments on its investments in Local Limited
Partnerships. These future payments are contingent upon the achievement of
certain criteria as set forth in the Local Limited Partnership Agreements and
total approximately $408,000. In addition, the Fund has set aside $217,000 in
escrow for future capital contributions to one Local Limited Partnership.


<PAGE>
               BOSTON FINANCIAL TAX CREDIT FUND VII, A LIMITED PARTNERSHIP

                  NOTES TO THE FINANCIAL STATEMENTS (Continued)


7.   Federal Income Taxes

The following schedule reconciles the reported financial statement net loss for
the fiscal years ended March 31, 2001, 2000 and 1999 to the net loss reported on
the Form 1065, U.S. Partnership Return of Income for the years ended December
31, 2000, 1999 and 1998:
<TABLE>
<CAPTION>

                                                                   2001           2000             1999
                                                              ------------   ------------      ------------

<S>                                                           <C>            <C>               <C>
Net Loss per financial statements                             $ (2,452,766)  $ (3,048,493)     $ (3,150,253)

Adjustment for equity in losses of Local Limited
   Partnerships for financial reporting (tax) purposes
   in excess of equity in losses for tax (financial
   reporting) purposes                                            (528,409)     3,880,121           (53,105)

Equity in losses of Local Limited Partnerships not
   recognized for financial reporting purposes                  (3,476,088)      (796,621)         (525,482)

Adjustment to reflect March 31 fiscal year end
   to December 31 tax year end                                       2,834         44,093           (28,066)

Provision for valuation of investments in Local Limited
   Partnerships not deductible for tax purposes                     52,940              -                 -

Amortization for tax purposes in excess of
   amortization for financial reporting purposes                   (14,917)       (13,356)          (13,356)

Related party expenses for financial reporting (tax)
   purposes in excess of related party expenses for tax
   (financial reporting) purposes                                    2,531       (259,030)           65,586

Cash distribution included in net loss for financial
   reporting purposes                                              (15,000)             -                 -
                                                              ------------   ------------      ------------

Net Loss per tax return                                       $ (6,428,875)  $   (193,286)     $ (3,704,676)
                                                              ============   ============      ============
</TABLE>

The differences in the assets and liabilities of the Fund for financial
reporting purposes and tax reporting purposes as of March 31, 2001 are as
follows:
<TABLE>
<CAPTION>

                                                      Financial                  Tax
                                                      Reporting               Reporting
                                                      Purposes                Purposes          Differences
                                                   -------------           -------------       -------------

<S>                                                <C>                     <C>                 <C>
Investments in Local Limited Partnerships          $  20,351,343           $  16,779,759       $   3,571,584
                                                   =============           ==============      ==============
Other assets                                       $   3,069,726           $   9,441,862       $  (6,372,136)
                                                   ==============          =============       =============
Liabilities                                        $     268,550           $     235,879       $      32,671
                                                   =============           =============       ==============
</TABLE>

The differences in assets and liabilities of the Fund for financial reporting
purposes are primarily attributable to: (i) the cumulative equity in losses from
Local Limited Partnerships for tax purposes is approximately $1,448,000 less
than for financial reporting purposes, including approximately $4,951,000 of
losses the Fund has not recognized relating to Local Limited Partnerships whose
cumulative equity in losses exceeded its total investment; (ii) the cumulative
amortization of acquisition fees for tax purposes exceeds financial reporting
purposes by approximately $66,000; (iii) approximately $32,000 of cash
distributions received from Local Limited Partnerships

<PAGE>
               BOSTON FINANCIAL TAX CREDIT FUND VII, A LIMITED PARTNERSHIP

                  NOTES TO THE FINANCIAL STATEMENTS (Continued)


7.   Federal Income Taxes (continued)
     -------------------------------

were received during the three months ended March 31, 2001 and; (iv)
organizational and offering costs of approximately $6,305,000 that have been
capitalized for tax purposes are charged to Limited Partners' equity for
financial reporting purposes.

The differences in the assets and liabilities of the Fund for financial
reporting purposes and tax purposes as of March 31, 2000 are as follows:
<TABLE>
<CAPTION>


                                                      Financial                  Tax
                                                      Reporting               Reporting
                                                      Purposes                Purposes          Differences
                                                   -------------           -------------       -------------

<S>                                                <C>                     <C>                 <C>
Investments in Local Limited Partnerships          $  22,640,861           $  23,135,393       $    (494,532)
                                                   =============           =============       ============= =
Other assets                                       $   3,111,542           $   9,394,421       $  (6,282,879)
                                                   =============           =============       =============
Liabilities                                        $     206,575           $     115,197       $      91,378
                                                   =============           =============       =============
</TABLE>

The differences in assets and liabilities of the Fund for financial reporting
purposes are primarily attributable to: (i) the cumulative equity in losses from
Local Limited Partnerships for tax purposes is approximately $482,000 less than
for financial reporting purposes, including approximately $1,460,000 of losses
the Fund has not recognized relating to a Local Limited Partnership whose
cumulative equity in losses exceeded its total investment; (ii) the cumulative
amortization of acquisition fees for tax purposes exceeds financial reporting
purposes by approximately $51,000; (iii) approximately $64,000 of cash
distributions received from Local Limited Partnerships were received during the
three months ended March 31, 2000; (iv) organizational and offering costs of
approximately $6,305,000 that have been capitalized for tax purposes are charged
to Limited Partners' equity for financial reporting purposes; and (v) related
party expenses which are not deductible for financial reporting purposes of
approximately $259,000 are deductible for tax purposes.


<PAGE>

Boston Financial Tax Credit Fund VII, A Limited Partnership Schedule III - Real
Estate and Accumulated Depreciation of Property Owned by Local Limited
Partnerships in Which Registrant has Invested at March 31, 2001
<TABLE>
<CAPTION>

                        COST OF INTEREST AT ACQUISITION DATE

                        ---------------------------------------------
                                                                      NET IMPROVEMENTS
                     NUMBER   TOTAL                   BUILDINGS /   CAPITALIZED/DISPOSED
                       OF     ENCUM-                  IMPROVEMENTS     SUBSEQUENT TO
DESCRIPTION          UNITS   BRANCES *    LAND        & EQUIPMENT       ACQUISITION
-----------          -----  ---------     ----        -----------       -----------

Low and Moderate
   Income Apartment Complexes


<S>                     <C> <C>           <C>                <C>            <C>
Oak Ridge Apartments    152 $4,004,617    $727,440           $583,725       $3,397,842
  Macon, GA
Santa Fe Oaks Phase     129  3,622,325     382,394            642,179        6,134,794
II
  Gainesville, FL
Andrew's Pointe          57  2,249,410      95,000          3,430,523           66,393
  Burnsville, MN
Palo Verde II            60  1,062,072     148,858          2,537,261        (137,279)
  Henderson, NY
Woods Lane              156  3,246,005     312,000          5,817,580           56,015
  Rogers, AR
Crafton Place            84  1,623,015     126,001          3,083,929            1,600
  Fayetteville, AR
Guardian Place          120  2,927,278     677,786          1,838,034        2,976,878
  Richmond, VA
Twin Oaks Meadows        63  1,874,216           0            720,394        2,542,391
  Lansing, MI
Sunrise Terrace          52    950,819     149,959          2,719,607                0
  Madera,CA
Wynmor                  324  5,558,612     324,000          6,553,123        9,493,183
  Brooklyn Park, MN
Citrus Glen             176  5,343,443     500,000            759,632        9,226,340
  Orlando, FL
St. Andrews Pointe      150  4,541,565     491,634          7,349,439          929,910
  Columbia, SC
Des Moines Street        42  1,651,980     300,000          2,223,447          499,047
Village
  Des Moines, IA
Fountain Lakes          180  4,086,238     357,800          4,057,935        2,905,401
  Benton, AR
Fairhaven Manor          40    918,826     176,182          2,043,351            6,496
  Burlington, WA
Grand Boulevard          30  1,921,136      25,580          1,570,044        1,349,102
  Chicago, IL
Los Claveles II         180  9,264,949     335,000          6,842,254         (38,621)
  Trujilio Alto, PR
Harford Commons          30  1,736,092      28,000          2,680,017           51,382
  Baltimore, MD
Springwood (2)          113  3,810,592     296,280          2,937,028        4,291,024
  Tallahassee, FL


                     -------------------------------------------------------------------
                      2,138 $60,393,190 $5,453,914        $58,389,502      $43,751,898
Totals               ===================================================================
</TABLE>

                       GROSS AMOUNT AT WHICH CARRIED AT DECEMBER 31, 2000
<TABLE>
<CAPTION>

                       --------------------------------------------------          LIFE ON
                                                                                    WHICH
                                  BUILDINGS                                      DEPRECIATION
                                     AND                   ACCUMULATED  DATE     IS COMPUTED      DATE
DESCRIPTION              LAND    IMPROVEMENTS    TOTAL     DEPRECIATION BUILT      (YEARS)      ACQUIRED
-----------              ----    ------------    -----     ------------ -----      -------      --------

Low and Moderate
   Income Apartment
Complexes

<S>                      <C>       <C>          <C>          <C>        <C>        <C>          <C>
Oak Ridge Apartments     727,440   3,981,567    $4,709,007   1,874,424  8/93       10 & 30      12/31/92
  Macon, GA
Santa Fe Oaks Phase      382,394   6,776,973     7,159,367   1,978,870  5/93       10 & 30      12/31/92
II
  Gainesville, FL
Andrew's Pointe           98,994   3,492,922     3,591,916     941,910  12/93      7 & 27.5     04/13/92
  Burnsville, MN
Palo Verde II                  0   2,548,840     2,548,840     545,248  10/93      5 - 27.5     05/19/93
  Henderson, NY
Woods Lane               312,000   5,873,595     6,185,595   1,641,879  7/93       7 & 27.5     07/30/93
  Rogers, AR
Crafton Place            126,001   3,085,529     3,211,530     870,583  7/93       7 & 27.5     07/30/93
  Fayetteville, AR
Guardian Place           677,786   4,814,912     5,492,698   1,055,836  8/94        5 - 40      10/07/93
  Richmond, VA
Twin Oaks Meadows        312,478   2,950,307     3,262,785     935,733  8/94     useful lives   10/29/93
  Lansing, MI
Sunrise Terrace          149,959   2,719,607     2,869,566     642,618  11/93    useful lives   11/24/93
  Madera,CA
Wynmor                 1,395,952  14,974,354    16,370,306   4,058,479  9/94     7, 15, & 30    12/22/93
  Brooklyn Park, MN
Citrus Glen                   10  10,485,962    10,485,972   2,631,629  9/94       5 - 27.5     12/30/93
  Orlando, FL
St. Andrews Pointe       491,634   8,279,349     8,770,983   1,981,431  8/94       10 & 30      01/05/94
  Columbia, SC
Des Moines Street        303,451   2,719,043     3,022,494     436,234  4/95     useful lives   01/31/94
Village
  Des Moines, IA
Fountain Lakes           357,800   6,963,336     7,321,136   1,847,718  1/94       7 - 27.5     02/02/94
  Benton, AR
Fairhaven Manor          176,192   2,049,837     2,226,029     408,441  2/94      5 - 7 & 40    03/08/94
  Burlington, WA
Grand Boulevard           31,580   2,913,146     2,944,726     504,085  7/95     useful lives   08/03/94
  Chicago, IL
Los Claveles II          335,000   6,803,633     7,138,633   1,386,002  8/94        8 & 40      08/31/94
  Trujilio Alto, PR
Harford Commons           28,000   2,731,399     2,759,399     492,761  12/95    useful lives    2/28/95
  Baltimore, MD
Springwood (2)           296,280   7,228,052     7,524,332   2,276,120  8/95     useful lives   12/31/94
  Tallahassee, FL

</TABLE>

                     --------------------------------------------------
                      $6,202,951 $101,392,363 $107,595,314 $26,510,001
Totals               ==================================================
(1) Total aggregate cost for Federal Income Tax purposes is approximately
$108,529,000.

(2)   Boston Financial Tax Credit Fund VII has a 20% ownership interest in
      Springwood Apartments, A Limited
Partnership.


                   * Mortgage notes payable generally represent non-recourse
                     financing of low-income housing projects payable with terms
                     of up to 40 years with interest payable at rates ranging
                     from 7.25% to 10.2%. The Fund has not guaranteed any of
                     these mortgage notes payable.

                     Summary of property owned and accumulated depreciation:

                     Property Owned December 31,  2000
                     -------------------------------------------------------
                     Balance at beginning of period             $109,639,503
                                                           =================
                       Additions during period:

                           Acquisitions                 349,513
                           Improvements etc.            752,308
                                                    -----------
                                                                   1,101,821
                       Deductions during period:

                     Palo Verde II and Oak Ridge     (3,146,010)
                     land and building reductions  ------------
                                                                  (3,146,010)
                                                           -----------------

                     Balance at close of period                 $107,595,314
                                                           =================

              Accumulated Depreciation December 31, 2000
             ------------------------------------------
                     Balance at beginning of period             $22,597,984

                       Additions during period:

                     Depreciation                                 3,912,017
                                                               ------------
                     Balance at close of period                 $26,510,001
                                                               ============




<PAGE>



                     Property Owned December 31, 1999
                     ------------------------------------------------------
                     Balance at beginning of period            $109,767,808
                                                          =================
                       Additions during period:

                         Acquisitions                 10,888

                         Improvements etc.           196,698
                                         -------------------        207,586

                       Deductions during period:

                     Disposition of real estate     (335,891)
                                               -------------
                                                                   (335,891)
                                                          -----------------
                     Balance at close of period                $109,639,503
                                                          =================




                     Accumulated Depreciation December
                     31, 1999
                     --------------------------------------
                     Balance at beginning of   $18,686,781
                     period

                       Additions during
                     period:
                                                 3,911,203
                     Depreciation
                                               ------------
                     Balance at close of       $22,597,984
                     period
                                               ============








                     Property Owned December 31,
                     1998
                     ---------------------------------------------------------
                     Balance at beginning of period               $109,472,326

                       Additions during period:

                                 Acquisitions          287,005

                                 Improvements etc.       8,477
                                                   -----------
                                 Deductions during period:             295,482

                     Disposition of real estate              0
                                                   -----------
                                                                             0
                                                             -----------------
                     Balance at close of period                   $109,767,808
                                                             =================




                    Accumulated Depreciation December
                    31, 1998
                    --------------------------------------
                    Balance at beginning of period            $14,768,634

                      Additions during period:

                       Depreciation                             3,918,147
                                                             ------------
                    Balance at close of period                $18,686,781

                                                             ============


<PAGE>

       BOSTON FINANCIAL TAX CREDIT FUND VII
              (A Limited Partnership)

             Annual Report on form 10-K
           For The Year Ended March 31, 2000
            Reports of Independent Auditors
<PAGE>

Springwood

[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, 2000 and 1999, 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 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 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, 2000 and 1999 and the results of its
operations and its cash flows for the years then ended in conformity with
accounting principles generally accepted in the United States of America.

/s/ KPMG Peat Marwick LLP
February 23, 2001

<PAGE>

Springwood

[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, 1999 and 1998, 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 Springwood Apartments, A
Limited Partnership as of December 31, 1999 and 1998 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 25, 2000

<PAGE>

HARFORD

[Letterhead]
[LOGO]
Reznick Fedder & Silverman
Baltimore, MD

INDEPENDENT AUDITOR'S REPORT

To the Partners
Harford Commons Limited Partnership
Baltimore, Maryland

We have audited the accompanying balance sheet of Harford Commons Limited
Partnership as of December 31, 2000 and the related statements 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 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 Harford Commons Limited
Partnership as of December 31, 2000, and the results of its operations, 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 29
is presented for purposes of additional analysis and is not a required part of
the basic financial statements. Such information has been subjected to the audit
procedures applied in the audit of the basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.

In accordance with Government Auditing Standards and the "Consolidated Guide for
Audits of HUD Programs", we have also issued reports dated February 13, 2001, on
our consideration of Harford Commons Limited Partnership's internal control and
on its compliance with requirements applicable to DHCH-assisted and laws and
regulations applicable to the financial statements. Those reports are an
integral part of an audit performed inaccordance with Government Auditing
Standards and should be read in conjunction with this report in considering the
results of our audit.

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

Baltimore, Maryland
February 13, 2001
Richard G. Schaefer.
Lead Auditor

<PAGE>

HARFORD

[Letterhead]
[LOGO]
Reznick Fedder & Silverman
Baltimore, MD

INDEPENDENT AUDITOR'S REPORT

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


We have audited the accompanying balance sheet of Harford Commons Limited
Partnership as of December 31, 1999 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 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 Harford Commons Limited
Partnership as of December 31, 1999, and the results of its operations, 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 29
is presented for purposes of additional analysis and is not a required part of
the basic financial statements. Such information has been subjected to the audit
procedures applied in the audit of the basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.

In accordance with Government Auditing Standards and the Consolidated Guide for
Audits of HUD Programs, we have also issued reports dated January 29, 2000, on
our consideration of BHP/Harford Commons Limited Partnership's internal control
and on its compliance with specific requirements applicable to DHCH-assisted
programs, fair housing and nondiscrimination, and laws and regulations
applicable to the financial statements.

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

Baltimore, Maryland
January 29, 2000
Audit Principal: William T. Riley, Jr.

<PAGE>

BHP/HARFORD

[Letterhead]
[LOGO]
Reznick Fedder & Silverman
Baltimore, MD

INDEPENDENT AUDITOR'S REPORT

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


We have audited the accompanying balance sheet of BHP/Harford Commons Limited
Partnership as of December 31, 1998, 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 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 BHP/Harford Commons Limited
Partnership as of December 31, 1998, and the results of its operations, changes
in partners' equity and its cash flows for the year then ended, in conformity
with generally accepted accounting principles.

    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 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 audit procedures applied in the audit of the basic financial
statements and, in our opinion, is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.

In accordance with Government Auditing Standards and the Consolidated Guide for
Audits of HUD Programs, we have also issued reports dated March 11, 1999, on our
consideration of BHP/Harford Commons Limited Partnership's internal control and
on its compliance with specific requirements applicable to DHCH-assisted
programs, fair housing and nondiscrimination, and laws and regulations
applicable to the financial statements.

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

Baltimore, Maryland
March 11, 1999
Audit Principal: William T. Riley, Jr.

<PAGE>

LOS CLAVELES

[Letterhead]
[LOGO]
KEVANE, SOTO PASARELL, GRANT THORNTON

INDEPENDENT AUDITORS' REPORT

To the Partners of
LOS CLAVELES, S.E. LIMITED Partnership
San Juan, Puerto Rico

    We have audited the accompanying statements of financial position of LOS
CLAVELES, S.E. LIMITED Partnership, FHA Project No. RQ-46-E-005-019 (a Puerto
Partnership) as of December 31, 2000 and 1999, and the related statements of
loss, changes in partners' deficit and cash flows for the years then ended.
These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.

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

We were unable to obtain written representations from the management of the
project for the year ended December 31, 1999 as required by generally accepted
auditing standards.

In our opinion, except for the effects on the 1999 financial statements of such
adjustments, if any, as might have been determined to be necessary had the
written representations referred to in the preceding paragraph been furnished to
us by management, the financial statements referred to in the first paragraph
present fairly, in all material respects, the financial position of Los
Claveles, S.E., Limited Partnership as of December 31, 2000 and 1999, and the
results of its operations, changes in its partners' deficit and its cash flows
for the years 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 shown in the financial
statements, the Partnership has incurred operating losses since its inception
(cumulatively totaling $3,411,896), was in default on its mortgage loan and is
experiencing difficulty in generating adequate cash flow to meet its current
obligations. These conditions and other matters described in Note 19 raise
substantial doubts as the Partnership's ability to continue as a going concern.
The financial statements do not include any adjustments that might result from
the outcome of this uncertainty.

In accordance with Government Auditing Standards, we have also issued a report
dated Febuary 16, 2001, on our consideration of the project's internal control
structure and a report dated February 16, 2001, on its compliance with laws and
regulations.

/s/ Kevane, Soto Pasarell, Grant Thornton, LLP
San Juan, Puerto Rico
February 6, 2001

<PAGE>

LOS CLAVELES

[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 statements 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, 1999 and 1998, and the related statements of
loss, changes in partners' deficit and cash flows for the years then ended.
These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.

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

We were unable to obtain written representations from the management of the
project as required by generally accepted auditing standards.

In our opinion, except for the effects of such adjustments, if any, as might
have been determined to be necessary had the written representations referred to
in the preceding paragraph been furnished to us by management, the financial
statements referred to in the first paragraph present fairly, in all material
respects, the financial position of Los Claveles, S.E., Limited Partnership as
of December 31, 1999 and 1998, and the results of its operations, changes in its
partners' deficit and its cash flows for the years 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 shown in the financial
statements, the Partnership has incurred operating losses since its inception
(cumulatively totaling $2,646,740), was in default on its mortgage loan and is
experiencing difficulty in generating adequate cash flow to meet its current
obligations. These conditions and other matters described in Note 20 raise
substantial doubts as the Partnership's ability to continue as a going concern.
The financial statements do not include any adjustments that might result from
the outcome of this uncertainty.

/s/ Kevane, Peterson, Soto & Pasarell
San Juan, Puerto Rico
March 17, 2000

<PAGE>

Grand Blvd

[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 sheets of Grand Boulevard Renaissance I
Limited Partnership, (a Limited Partnership) as of December 31, 2000 and 1999,
and the related statements of profit and loss, changes in partners' equity and
statements of 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. These 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 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, 2000 and 1999, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

The accompanying supplementary information shown on Pages 17 and 18 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, are 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 10, 2001

<PAGE>

Grand Blvd

[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, 1999 and 1998,
and the related statements of profit and loss, changes in partners' equity and
statements 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 statement 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, 1999 and 1998, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

The accompanying supplementary information shown on Pages 17 and 18 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, are 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 3, 2000

<PAGE>

FAIRHAVEN

[Letterhead]
[LOGO]
John R. Brown
Certified Public Accountants
Personal Financial Specialist

To the Partners of
Fairhaven Manor Limited Partnership

I have audited the accompanying balance sheet of Fairhaven Manor Limited
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 Organization'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.
Those standards require that I plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
I believe that our 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 Fairhaven Manor Limited Partnership
as of December 31, 2000, and the results of its operations for the year then
ended in conformity with generally accepted accounting principles.

My 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 is presented for the purposes of additional information and is not a 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/John R. Brown, CPA, PFS
Mount Vernon, Washington               John R. Brown
January 31, 2001                             Certified Public Accountants
                                             Personal Financial Specialist
<PAGE>

FAIRHAVEN

[Letterhead]
[LOGO]
John R. Brown
Certified Public Accountants

To the Partners of
Fairhaven Manor Limited Partnership

I have audited the accompanying balance sheet of Fairhaven Manor Limited
Partnership as of December 31, 1999, 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. 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.
Those standards require that I plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
I believe that our 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 Fairhaven Manor Limited Partnership
as of December 31, 1999, and the results of its operations for the year then
ended in conformity with generally accepted accounting principles.

My 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 is presented for the purposes of additional information and is not a 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/John R. Brown
Mount Vernon, Washington               John R. Brown
January 31, 2000                             Certified Public Accountants

<PAGE>

FAIRHAVEN

[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, 1998, 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.
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 Fairhaven Manor Limited
Partnership as of December 31, 1998, 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 15 is presented for the purposes of additional information and is not a
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
January 27, 1999                             Certified Public Accountants

<PAGE>
Fountain Lakes

[Letterhead]
[LOGO]
Rick J. Tanneberger
Certified Public Accountant

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, 2000 and 1999, 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 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 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 Fountain Lakes, A Limited
Partnership as of December 31, 2000 and 1999 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 presented
on page 12 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/Rick J. Tanneberger
Rick J. Tanneberger
CPA, P.A.
Fayetteville, AR
January 26, 2001

<PAGE>

Fountain Lakes

[Letterhead]
[LOGO]
Rick J. Tanneberger
Certified Public Accountant

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, 1999 and 1998, 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 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 Fountain Lakes, A Limited
Partnership as of December 31, 1999 and 1998 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 presented
on page 11 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. Such information has been
subjected to the auditing procedures applied in the 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
Fayetteville, AR
February 3, 2000

<PAGE>

Des Monies

[Letterhead]
[LOGO]
McGowen, Hurst, Clark & Smith, P.C.
Certified Public Accountants
Business Advisors

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, 2000 and 1999, 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 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 Des Moines Street Associates,
L.P., as of December 31, 2000 and 1999, 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/McGowen, Hurst, Clark & Smith, P.C.
Des Moines, Iowa
February 23, 2001

<PAGE>

Des Monies

[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, 1999 and 1998, 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 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 Des Moines Street Associates,
L.P., as of December 31, 1999 and 1998, 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/McGowen, Hurst, Clark & Smith, P.C.
Des Moines, Iowa
February 2, 2000

<PAGE>

St. Andrews

[Letterhead]
[LOGO]
KPMG
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, 2000 and 1999, 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 auditing standards generally accepted
in the United States of America general accepted. Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of St. Andrews Pointe Apartments,
A Limited Partnership as of December 31, 2000 and 1999, and the results of its
operations and its cash flows for the years then ended in conformity with
accounting principles generally accepted in the United States of America.

/s/ KPMG LLP
February 23, 2001

<PAGE>

St. Andrews

[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, 1999 and 1998, 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 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 St. Andrews Pointe Apartments,
A Limited Partnership as of December 31, 1999 and 1998, 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 25, 2000

<PAGE>

Affordable

[Letterhead]
[LOGO]
Deloitte & Touche LLP
Orlando, FL

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, 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 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 above present fairly, in
all material respects, the financial position of Affordable/Citrus Glen, Ltd. (a
Florida Limited Partnership) as of December 31, 2000, and the results of its
operations and its cash flows for the year then ended, in conformity with
accounting principles generally accepted in the United States of America.

/s/ Deloitte & Touche LLP
January 19, 2001

<PAGE>

Affordable

[Letterhead]
[LOGO]
Deloitte & Touche LLP
Orlando, FL

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, 1999, and the related
statements of operations, partners' equity and cash flows for the year then
ended. These financial statements are the responsibility of the partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
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 Affordable/Citrus Glen, Ltd. (a
Florida Limited Partnership) as of December 31, 1999, 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 21, 2000

<PAGE>

Affordable

[Letterhead]
[LOGO]
Deloitte & Touche LLP
Orlando, FL

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

We conducted our audit in accordance with generally accepted auditing standards.
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 Affordable/Citrus Glen, Ltd. (a
Florida Limited Partnership) as of December 31, 1998, and the results of its
operations and its cash flows for the year then ended, in conformity with
generally accepted accounting principles.

/s/ Deloitte & Touche LLP
January 29, 1999

<PAGE>

EDEN PARK

[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, 2000 and 1999, 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 auditing standards generally accepted
in 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 also includes examining, on a test basis,
evidence supporting the amounts and disclosures in the 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 Eden Park Limited Partnership
as of December 31, 2000 and 1999, and the results of its operations and its cash
flows for the years then ended in conformity with accounting principles
generally accepted in the United States.

/s/Mahoney Ulbrich
Christiansen & Russ P.A.
Saint Paul, Minnesota
January 31, 2001

<PAGE>

EDEN PARK

[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, 1999 and 1998, 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 also includes examining, on a test basis, evidence
supporting the amounts and disclosures in the 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 Eden Park Limited Partnership
as of December 31, 1999 and 1998, 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 9, 2000

<PAGE>

Madera

[Letterhead]
[LOGO]
Reznick Fedder & Silverman
Baltimore, Maryland

To the Partners
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, 2000 and 1999, and the related statements
of operations, partners' capital and cash flows for the years then ended. These
financial statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Madera Sunrise Terrace Limited
Partnership as of December 31, 2000 and 1999, and the results of its operations
the changes in Partners' capital and its cash flows for the year then ended, in
conformity with generally accepted accounting principles.

/s/Reznick Fedder & Silverman
January 16, 2001

<PAGE>

Madera

[Letterhead]
[LOGO]
Reznick Fedder & Silverman
Boston, MA

To the Partners 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, 1999 and 1998, and the related statements
of operations, changes in partners' capital and cash flows for the years then
ended. The financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our 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, 1999 and 1998, and the results of its operations
and its cash flows for the year then ended, in conformity with generally
accepted accounting principles.

/s/Reznick Fedder & Silverman
January 17, 2000


<PAGE>

TWIN OAKS

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

Independent Auditors Report
January 11, 2001

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, 2000 and 1999, and the related statements of operation, partners'
equity and cash flows for the years then ended. These financial statements are
the responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audits.


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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Twin Oaks Meadows Limited
Dividend Housing Association Limited Partnership as of December 31, 2000 and
1999, 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 11, 2001, on our consideration of Twin Oaks Meadows Limited
Dividend Housing Association Limited Partnership's internal control over
financial reporting and our tests of its compliance with certain provisions of
laws, regulations and contracts. That report is 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 audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental data on
(pages 13 to 16) is presented for purposes of additional analysis and is not a
required part of the basic financial statements. Such information has been
subjected to the auditing procedures applied in the audit of the basic financial
statements and, in our opinion, is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.

/s/Kirschner Hutton Perlin, P.C.

<PAGE>

TWIN OAKS

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

Independent Auditors Report
January 30, 2000

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, 1999 and 1998, 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 Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Twin Oaks Meadows Limited
Dividend Housing Association Limited Partnership as of December 31, 1999 and
1998, and the results of its operations and its cash flows for the years then
ended in conformity with generally accepted accounting principles.

Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental data on
(pages 15 to 18) is presented for purposes of additional analysis and is not a
required part of the basic financial statements. Such information has been
subjected to the auditing procedures applied in the audit of the basic financial
statements and, in our opinion, is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.

In accordance with Government Auditing Standards, we have also issued a report
dated January 19, 2000, on our consideration of Twin Oaks Meadows Limited
Dividend Housing Association Limited Partnership's internal control over
financial reporting and our tests of its compliance with certain provisions of
laws, regulations and contracts.

/s/Kirschner Hutton Perlin, P.C.

<PAGE>

Guardian

[Letterhead]
[LOGO]
ERNST & YOUNG LLP

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, 2000 and 1999, 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 auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Guardian Place Limited
Partnership as of December 31, 2000 and 1999, and the results of its operations
and its cash flows for the years then ended in conformity with accounting
principles generally accepted in the United States.

/s/Ernst & Young LLP
Birmingham , Alabama
February 9, 2001

<PAGE>

Guardian

[Letterhead]
[LOGO]
ERNST & YOUNG LLP

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, 1999 and 1998, 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 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 Guardian Place Limited
Partnership as of December 31, 1999 and 1998, 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
Birmingham , Alabama
January 21, 2000

<PAGE>

WOODS Lane

[Letterhead]
[LOGO]
Rick J. Tanneberger
Certified Public Accountant

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, 2000 and 1999, 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 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 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 Woods Lane, A Limited
Partnership as of December 31, 2000 and 1999, 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 12
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/Rick J. Tanneberger
Rick J. Tanneberger
CPA, P.A.
Fayetteville, AR
January 31, 2001

<PAGE>

WOODS Lane

[Letterhead]
[LOGO]
Rick J. Tanneberger
Certified Public Accountant

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, 1999 and 1998, 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 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 Woods Lane, A Limited
Partnership as of December 31, 1999 and 1998, 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 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/Rick J. Tanneberger
Rick J. Tanneberger
Certified Public Accountant
Fayetteville, AR
February 3, 2000

<PAGE>

Crafton

[Letterhead]
[LOGO]
Rick J. Tanneberger
Certified Public Accountant

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, 2000 and 1999, 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 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 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 Crafton Place, A Limited
Partnership as of December 31, 2000 and 1999, 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 presented
on page 12 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/Rick J. Tanneberger
Rick J. Tanneberger
CPA, P.A.
Fayetteville, AR
January 24, 2001

<PAGE>

Crafton

[Letterhead]
[LOGO]
Rick J. Tanneberger
Certified Public Accountant

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, 1999 and 1998, 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 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 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 Crafton Place, A Limited
Partnership as of December 31, 1999 and 1998, 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 presented
on page 11 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. Such information has been
subjected to the auditing procedures applied in the 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
Fayetteville, AR
February 3, 2000


<PAGE>

Palo Verde

[Letterhead]
[LOGO]
Reznick Fedder & Silverman
Certified Public Accountants
A Professional Corporation

To the Partners
Palo Verde II, A Nevada Limited Partnership

We have audited the accompanying balance sheet of Palo Verde II, A Nevada
Limited Partnership as of December 31, 2000, and the related statements of
operations, partners' equity (defecit) 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 accompanying financial statements and
supplemental information of Palo Verde II, A Nevada Limited Partnership as of
and for the year ended December 31, 1999, were audited by other auditors whose
report thereon dated January 26, 2000 expressed an unqualified opinion on those
statements.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Palo Verde II, A Nevada Limited
Partnership as of December 31, 2000 and the results of its operations 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 information is presented
for purposes of additional analysis and is not a required part of the 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/Reznic Fedder & Silverman
Atlanta, GA
January 19, 2001

<PAGE>

Palo Verde

[Letterhead]
[LOGO]
Brotemarkle & Sadd
Glendale, CA
January 26, 2000

Palo Verde II
A Nevada Limited Partnership
Bakersfield, California

We have audited the accompanying balance sheet of Palo Verde II, A Nevada
Limited Partnership (Palo Verde II or the Partnership) as of December 31, 1999
and 1998, 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 audit.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Palo Verde II as of December
31, 1999 and 1998 and the results of its operations and its cash flows for the
years then ended in conformity with generally accepted accounting principles.

/s/ Brotemarkle & Sadd
Glendale, CA

<PAGE>

Andrew's Pointe

[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, 2000 and 1999,
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 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 Andrew's Pointe Limited
Partnership as of December 31, 2000 and 1999, 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 31, 2001

<PAGE>

Andrew's Pointe

[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, 1999 and 1998,
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 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 Andrew's Pointe Limited
Partnership as of December 31, 1999 and 1998, 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 27, 2000

<PAGE>
Santa Fe

[Letterhead]
[LOGO]
KPMG 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, 2000 and 1999, 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 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 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, 2000 and 1999, and the results of its
operations and its cash flows for the years then ended in conformity with
accounting principles generally accepted in the United States of America.

/s/KPMG LLP
Atlanta, GA
FEBRUARY 23, 2001

<PAGE>

Santa Fe

[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, 1999 and 1998, 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 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 Santa Fe Oaks Phase II, A
Limited Partnership as of December 31, 1999 and 1998, 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
Atlanta, GA
FEBRUARY 25, 2000

<PAGE>
OAK RIDGE

[Letterhead]
[LOGO]
KPMG 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, 2000 and 1999, 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 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 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, 2000 and 1999, and the results of its operations
and its cash flows for the years then ended in conformity with generally
accepted in the United States of America.

/s/KPMG LLP
FEBRUARY 23, 2001

<PAGE>

OAK RIDGE

[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, 1999 and 1998, 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 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 Oak Ridge Apartments, A Limited
Partnership as of December 31, 1999 and 1998, 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 25, 2000

<PAGE>