June 29, 2000



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, 2000
       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, 2000
                         --------------------------------

                                                         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, 2000


<PAGE>




                                                               K-5
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, 2000


                                  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-15
     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-17

PART IV

     Item 14      Exhibits, Financial Statement Schedule and
                  Reports on Form 8-K                                       K-19

SIGNATURES                                                                  K-20


<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.  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, 2000, 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,  Santa Fe Oaks Phase II, Springwood
and St. Andrews Pointe,  representing  23.92%, have Flournoy Development Company
and John Flournoy as Local General Partners;  (ii) Woods Lane, Crafton Place and
Fountain Lakes,  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 VII,  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 schedules on the  following  pages provide  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          2000                 2000                1999           Subsidy*     2000
--------------------------------  -------------- -------------------  -----------------   ------------------ ---------- -----------

Oak Ridge Apartments,
   a Limited Partnership
Oak Ridge
<S>                                   <C>              <C>                 <C>                 <C>                <C>          <C>
Macon, GA                             152              $2,870,245          $2,870,245          $4,046,475          None        71 %

Santa Fe Oaks Phase II,
   a Limited Partnership
Santa Fe Oaks II
Gainesville, FL                       129               2,698,631           2,698,586           3,660,185          None        98%

Andrew's Pointe Limited
   Partnership
Andrew's Pointe
Burnsville, MN                         57               1,333,800           1,333,800           2,283,645          None        95%

Palo Verde II, a Nevada
   Limited Partnership
Palo Verde II
Henderson, NV                          60               1,324,801           1,324,801           1,074,298          None        96%

Woods Lane, a Limited
   Partnership
Woods Lane
Rogers, AR                            156               2,574,180           2,574,180           3,285,471          None       100%

Crafton Place, a Limited
   Partnership
Crafton Place
Fayetteville, AR                       84               1,365,120           1,365,120           1,642,747          None       100%



<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             2000               2000                  1999          Subsidy*    2000
-------------------------------- -------------- -------------------------------------------  ----------------  ---------- ---------

Guardian Place
   Limited Partnership
Guardian Place
Richmond, VA                          120                  2,174,390        2,174,390           2,945,065         None         84%

Twin Oaks Meadows Limited
   Dividend Housing Association
   Limited Partnership
Twin Oaks Meadows
Lansing, MI                            63                  1,436,400        1,436,400           1,889,103         None         94%

Madera Sunrise Terrace
   Limited Partnership
Sunrise Terrace
Madera, CA                             52                  1,523,196        1,523,196             995,967         None         98%

Eden Park Limited
   Partnership
Wynmor
Brooklyn Park, MN                     324                  5,527,758        5,527,758           5,660,037         None         90%

Affordable Citrus Glen
   Limited Partnership
Citrus Glen
Orlando, FL                           176                  4,581,360        4,581,360           5,377,384         None         98%

St. Andrews Pointe Apartments,
   A Limited Partnership
St. Andrews Pointe
Columbia, SC                          150                  3,414,528        3,414,528           4,587,899         None         88%


<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                2000             2000                  1999          Subsidy*     2000
-------------------------------- -----------  ----------------------  -----------------  ------------------ ------------ ----------

Des Moines Street Associates
   Limited Partnership
Des Moines St. Village
Des Moines, IA                       42                  1,083,996          1,083,996           1,679,037       Section 8      98%

Fountain Lakes, A Limited
   Partnership
Fountain Lakes
Benton, AR                          180                  2,854,593          2,854,593           4,133,906          None        98%

Fairhaven Manor Limited
   Partnership
Fairhaven Manor
Burlington, WA                       40                  1,232,020          1,232,020             929,733          None       100%

Grand Boulevard Renaissance I
   Limited Partnership
Grand Boulevard Renaissance
Chicago, IL                          30                  1,085,000            868,000           1,936,992        Section 8     97%

Los Claveles, S.E. Limited
   Partnership
Los Claveles II
Trujilio Alto, PR                   180                  1,272,000            923,374           9,000,135        Section 8     49%

BHP/Harford Commons
   Limited Partnership
Harford Commons
Baltimore, MD                        30                  1,187,000          1,128,000           1,726,920           None       90%




                                                            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                2000                  2000               1999          Subsidy*    2000
----------------------------------------------  -------------------    -----------------  ------------------  ---------------------

Springwood Apartments,
   A Limited Partnership
Springwood
Tallahassee, FL                     113                    624,805            624,805            3,854,331          None       95%
                                  -----               ------------       ------------         ------------
                                  2,138                $40,163,823        $39,539,152         $ 60,709,330
                                  =====                ===========        ===========         ============
</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,  an
existing 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 six to
twelve months.  The Managing  General Partner  believes the 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 15, 2000, there were 2,474 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, 2000, 1999 and 1998.

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>
<PAGE>
                                            March 31,       March 31,       March 31,      March 31,     March 31,
                                             2000            1999           1998            1997            1996
                                         ------------     ------------   ------------   ------------    --------

<S>                                      <C>              <C>            <C>            <C>             <C>
Revenue                                  $    236,880     $    256,266   $    254,185   $    400,349    $     257,160
Equity in losses of Local Limited
 Partnerships                              (2,745,266)      (2,852,291)    (3,325,494)    (2,967,826)      (2,570,732)
Net Loss                                   (3,048,493)      (3,150,253)    (3,626,340)    (3,131,087)      (2,870,229)
   Per Limited Partnership Unit (A)            (59.26)          (61.24)        (70.49)        (60.86)          (55.79)
Cash and cash equivalents                     307,807          114,347        375,168        373,729          334,845
Marketable securities                       2,491,752        3,020,272      3,106,645      3,240,944        3,855,342
Investments in Local Limited
   Partnerships                            22,640,861       25,341,905     28,387,876     31,792,098       34,328,400
Long-term debt                                      -                -              -              -                -
Total assets (B)                           25,752,403       28,779,904     32,158,308     35,694,649       38,795,017
Cash Distribution                                   -                -              -              -                -

Other data:
Passive loss (C)                           (2,916,825)      (4,009,001)    (4,473,368)    (3,697,126)      (3,835,484)
   Per Limited Partnership Unit (C)            (56.70)          (77.93)        (86.95)        (71.87)          (74.56)
Portfolio income (C)                          279,480          304,325        301,029        359,903          477,042
   Per Limited Partnership Unit (C)              5.43             5.92           5.85           7.00             9.27
Other Income (C)                            2,444,059                -              -              -                -
   Per Limited Partnership Unit (C)             47.51                -              -              -                -
Net short term capital losses (C)                   -                -              -              -             (610)
   Per Limited Partnership Unit (C)                 -                -              -              -             (.01)
Low-Income Housing Tax Credit (C)           7,556,310        7,547,206      7,547,206      7,531,209        7,016,512
   Per Limited Partnership Unit (C)            146.88           146.71         148.19         146.39           136.39
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, 2000.

(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  statement,  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, 2000, the Fund had cash and cash  equivalents of $307,807  compared
with $114,347 at March 31, 1999. This increase is 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 offset by cash used for operations and investments in Local
Limited Partnerships.

As of March 31, 2000, approximately $2,240,000 of marketable securities has been
designated  as Reserves by the  Managing  General  Partner.  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, 2000, 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 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, 2000,  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.  No such
event has occurred to date.

Cash Distributions

No cash  distributions  were made in the two years ended March 31, 2000, 1999 or
1998. It is not expected that cash available for  distribution,  if any, will be
significant  during  the  2000  calendar  year.  Based  on the  results  of 1999
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

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  is 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.  The  decrease in
equity in losses of Local Limited Partnership's is expected to continue.

1999 versus 1998

The Fund's results of operations for the year ended March 31, 1999 resulted in a
net loss of  $3,150,253  as  compared to a net loss of  $3,626,340  for the same
period in 1998. 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 a Local  Limited  Partnership  where the Fund's
cumulative  equity in losses  exceeded  its total  investment.  The  decrease in
equity in losses of Local Limited Partnerships is expected to continue.

Low-Income Housing Tax Credits

The 2000, 1999 and 1998 Tax Credits per unit were $146.88,  $146.71 and $148.19,
respectively, for investor limited partners. Tax Credits are not available for a
property  until the  property is placed in service and its  apartment  units are
occupied by  qualified  tenants.  In the first year the Tax Credits are claimed,
the  allowable  credit  amount is  determined  using an averaging  convention to
reflect the number of months that apartment units comprising the qualified basis
were occupied by qualified  tenants during the year. To the extent that the full
amount of the annual  credit is not  allocated in the first year,  an additional
credit equal to the difference is available in the 11th taxable year.

The Tax Credits per Limited  Partnership  Unit have stabilized at  approximately
$147 per unit,  as  properties  have  reached  completion  and have become fully
leased.  Since the Tax Credits have  stabilized,  the annual amount allocated to
investors is expected to remain the same for about seven  years.  In years eight
through ten, the credits are expected to decrease as Properties reach the end of
the ten year credit period.

Property Discussions

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 begun  negotiations  with the lender in an attempt to
reduce the interest rate on the current  mortgage.  The Managing General Partner
performed a site visit in April and found the  property  to be in good  physical
condition. As of March 31, 2000, occupancy was 97%. The Managing General Partner
will continue to work closely with the Local General  Partner and new management
agent to monitor operations.

As  previously  reported,  effective  December  30, 1999,  the Managing  General
Partner and the lender were successful in closing a workout for Los Claveles II,
located in Trujillo Alto,  Puerto Rico, which included bringing in a replacement
General Partner and  restructuring  the existing debt on the property.  The loan
restructuring will generate  cancellation of debt income.  Further, this workout
provides funds for much needed capital improvements and deferred maintenance. In
addition,  the incoming Local General  Partner and its management  affiliate are
well qualified and experienced to deal with the complicated task of turning this
property  around.  The new  property  manager  started  in  January  2000 and is
focusing on the extensive capital  improvements needs. The property continues to
experience operating difficulties due to the ongoing capital needs. Occupancy as
of March 31,  2000 was 49%.  The  Managing  General  Partner  continues  to work
closely with the replacement  Local General  Partner and is monitoring  progress
under the workout agreement.

Oak  Ridge,  located  in  Macon,   Georgia,  has  been  experiencing   operating
difficulties  due to low  occupancy and because one of the buildings was damaged
by a fire in late 1999. The building that had the fire has been unoccupied since
late in 1999,  however,  it is  scheduled  to be back in  service  by the second
quarter of 2000. Occupancy as of March 31, 2000 was 71%. In September of 1999, a
new on-site manager was hired to enhance tenant screening and marketing efforts.
The Managing  General Partner will be working closely with the management  agent
and Local General Partner to monitor property operations and marketing efforts.

Woods Lane, located in Rogers,  Arkansas, had been suffering from poor occupancy
due to  local  competition.  However,  over the past  year  operations  improved
significantly  resulting in occupancy  remaining  above 90%  throughout  most of
1999. As of March 31, 2000,  occupancy was 100%. The occupancy  improvement  was
partially due to the growth of a few companies  that have national  headquarters
in the nearby region. In addition, as previously reported, a new management team
was hired in  September  1998 to step-up  the  marketing  efforts,  review  rent
concessions, install a resident referral plan and monitor competing rent levels.
Additionlly,  capital  improvements  were made which include exterior  painting,
carpet replacement and landscaping and grounds improvement. The Managing General
Partner will continue to monitor the new  management  agent and review  property
operations.

The  Fund  has  implemented  policies  and  practices  for  assessing  potential
impairment of its investments in Local Limited Partnerships. The investments are
analyzed by real estate experts 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 there is a significant  impairment in
carrying  value,  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, 2000, 1999 and 1998.

As some  Properties  benefit  from  some  form  of  government  assistance,  the
Partnership 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.

Other Development

Lend Lease Real Estate Investments, Inc.("Lend  Lease"), the U.S. subsidiary of
Lend Lease Corporation and the leading U.S.institutional real estateadvisor, as
ranked by assets under management, acquired The Boston Financial Group Limited
Partnership ("Boston Financial") on November 3, 1999.

Headquartered  in New York and  Atlanta,  Lend Lease  Corporation  has  regional
offices in 12 cities  nationwide.  The company ranks as the leading U.S. manager
of tax-exempt assets invested in real estate. Lend Lease is a subsidiary of Lend
Lease  Corporation,  an international  real estate and financial  services group
listed on the  Australian  Stock  Exchange.  Worldwide,  Lend Lease  Corporation
operates from more than 30 cities on five  continents:  North  America,  Europe,
Asia,  Australia and South America. In addition to real estate investments,  the
Lend  Lease  Group  operates  in the  areas  of  property  development,  project
management and construction, and capital services (infrastructure).

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

The Fund has invested in marketable  securities  with a fair value of $2,491,752
at March 31, 2000; these securities,  with rates ranging from 4.82% to 6.57%, 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  VII,  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.  Randolph G. Hawthorne is the Chief  Operating
Officer of the Managing General Partner and had the primary  responsibility  for
evaluating,  selecting and negotiating  investments for the Fund. 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                           President, Managing Director
Michael H. Gladstone                   Vice President, Managing Director
Randolph G. Hawthorne                  Vice President, Managing Director
Paul F. Coughlan                       Vice President
William E. Haynsworth                  Vice President

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 VII, 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 44,  Principal,  Head of Housing and Community  Investing.  -
Responsible for tax credit investment programs to institutional clients.  Joined
Lend Lease through its 1999 acquisition of Boston Financial, started with Boston
Financial in 1987.  Previously,  led Boston Financial's new business initiatives
and managed firm's Asset Management division, responsible for performance of 750
properties and providing  service to 35,000  investors.  Prior to joining Boston
Financial,  served as Deputy Budget Director for Commonwealth of  Massachusetts,
responsible for Commonwealth's health care and public pension program's budgets,
served as Assistant Controller at Yale University and former member of Watertown
Zoning Board of Appeals Officer of Affordable  Housing Tax Credit  Coalition and
frequent  speaker on  affordable  housing  and tax credit  industry  issues,  BA
Harvard  University;  Master's  in Public  Policy  Harvard's  Kennedy  School of
Government.

Michael H. Gladstone,  age 43, Principal,  Legal - Responsible for legal work in
the areas of affordable and  conventional  housing and  investment  products and
services.  Joined Lend Lease through its 1999  acquisition of Boston  Financial,
started with Boston Financial in 1985;  served as firm's General Counsel.  Prior
to joining Boston Financial, associated with law firm of Herrick & Smith, served
on  advisory  board of Housing  and  Development  Reporter.  Lectured at Harvard
University on affordable housing matters, Member, The National Realty Committee,
Cornell Real Estate  Council,  National  Association  of Real Estate  Investment
Managers  and  Massachusetts  Bar,  BA  Emory  University;   JD  &  MBA  Cornell
University.

Randolph G.  Hawthorne,  age 50,  Principal,  Housing and Community  Investing -
Responsible for structuring and acquiring real estate  investments.  Joined Lend
Lease  through its 1999  acquisition  of Boston  Financial,  started with Boston
Financial in 1973.  Previously,  served as Boston  Financial's  Treasurer,  Past
Chairman of the Board of the National  Multi Housing  Council,  having served on
the board since 1989, Past President of the National Housing and  Rehabilitation
Association,  Member, Multifamily Council of the Urban Land Institute,  Frequent
speaker at industry conferences.  Serves on the Editorial Advisory Boards of the
Tax Credit  Advisor  and  Multi-Housing  News,  BS  Massachusetts  Institute  of
Technology; MBA Harvard Graduate School of Business.

Paul  F.  Coughlan,  age  56,  Principal,  Housing  and  Community  Investing  -
Responsible  for marketing and sales of  institutional  tax credit  investments.
Joined Lend Lease through its 1999 acquisition of Boston Financial, started with
Boston  Financial  in 1975.  Previously,  served  as sales  manager  for  Boston
Financial's retail tax credit fund, AB Brown University.

William E.  Haynsworth,  age 60,  Principal,  Housing and Community  Investing -
Responsible for the  structuring of real estate  investments and the acquisition
of property interests.  Joined Lend Lease through its 1999 acquisition of Boston
Financial,   started  with  Boston  Financial  1977.  Prior  to  joining  Boston
Financial,  Acting Executive  Director and General Counsel of the  Massachusetts
Housing Finance Agency. Served as Director of Non-Residential Development of the
Boston  Redevelopment  Authority and Associate of Goodwin,  Proctor & Hoar, Past
President and current  Chairman of the Board of Directors of Affordable  Housing
Tax Credit Coalition, BA Dartmouth College; LLB and LLM Harvard Law School.

Item 11.  Management Remuneration

Neither the directors nor officers of Arch Street VII, 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, 2000,  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 VII, 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 VII, 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,  2000,  1999 and 1998 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.  In
addition,  an  affiliate  of the  Managing  General  Partner  serves as property
management agent for Twin Oaks Meadows.

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, 2000 is presented below.

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 years  ended March 31,
2000, 1999 and 1998.

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,
2000.

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 0.593% (as adjusted by the CPI factor) of Gross Proceeds annually
as the Asset  Management Fee. Fees earned during the years ended March 31, 2000,
1999 and 1998 are as follows:

                                         2000            1999             1998
                                  -------------    ------------    -------------

   Asset Management Fees         $     297,164    $    292,147     $    286,044

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, 2000, 1999 and 1998 are as follows:

                                         2000            1999             1998
                                  -------------    ------------    -------------
   Salaries and benefits
     expense reimbursements      $     107,844    $     92,108     $    108,845

Property Management Fees

An affiliate of the Managing  General  Partner is the  management  agent for one
Local Limited  Partnership.  The management fee charged to the property is equal
to 5% of the property gross revenues.  Fees charged for the years ended December
31, 1999, 1998 and 1997 are as follows:

                                         1999             1998             1997
                                     --------------  --------------    ---------

Property Management Fees         $       23,247    $     23,058     $    22,680

Cash distributions paid to the General Partners

In accordance with the Partnership Agreement,  the General Partners of the Fund,
Arch Street VII,  Inc.  and Arch Street VII Limited  Partnership,  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,  2000,  1999 and 1998 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,
2000.

(a)(3)(c)   Exhibits

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

   27.  Financial Data Schedule

   28.  Additional Exhibits

     (a)   28.1 Reports of Other Independent Auditors

     (b) Audited financial statements of Local Limited Partnerships.

          None

(a)(3)(d) None.


<PAGE>


                                   SIGNATURES



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

      BOSTON FINANCIAL TAX CREDIT FUND VII, A LIMITED PARTNERSHIP

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


     By:   /s/Randolph G. Hawthorne                     Date:    June 29, 2000
           ------------------------------                        -------------
           Randolph G. Hawthorne,
           Managing Director, Vice President and
           Chief Operating Officer

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/Randolph G. Hawthorne                  Date:       June 29, 2000
      -----------------------------                              -------------
           Randolph G. Hawthorne,
           Managing Director, Vice President and
           Chief Operating Officer



     By:   /s/Michael H. Gladstone                    Date:      June 29, 2000
           ------------------------------------                  -------------
           Michael H. Gladstone,
           Managing Director, Vice President


<PAGE>

 Item 8.  Financial Statements and Supplementary Data

           BOSTON FINANCIAL TAX CREDIT FUND VII, A LIMITED PARTNERSHIP

          ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED MARCH 31, 2000
                                      INDEX


                                                                       Page No.


Report of Independent Accountants
   For the years ended March 31, 2000, 1999 and 1998                     F-2

Financial Statements

   Balance Sheets - March 31, 2000 and 1999                              F-3

   Statements of Operations - Years ended
     March 31, 2000, 1999 and 1998                                       F-4

   Statements of Changes in Partners' Equity (Deficiency) -
     Years ended March 31, 2000, 1999 and 1998                           F-5

   Statements of Cash Flows - Years ended
     March 31, 2000, 1999 and 1998                                       F-6

   Notes to the Financial Statements                                     F-7

Financial Statement Schedule

   Schedule III - Real Estate and Accumulated
     Depreciation                                                        F-16


      Other  schedules  have been omitted as they are either not required or the
      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
Boston Financial Tax Credit Fund VII, A Limited Partnership:

In our  opinion,  based on our audits and the  reports  of other  auditors,  the
combined  financial  statements listed in the accompanying index present fairly,
in all material  respects,  the financial  position Boston  Financial Tax Credit
Fund VII, A Limited  Partnership (the "Fund") at March 31, 2000 and 1999 and the
results of its  operations  and its cash flows for each of the three years in
the period ended March 31, 2000, in conformity with accounting  principles
generally accepted in the United States.  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 statment schedule are the  responsibility  of the Fund's
management;  our responsibility is to express an opinion on these financial
statements  based  on our  audits.  We did not  audit  the  financial statements
of certain  local  limited  partnerships  for which  $17,189,105 and $14,443,839
of cumulative  equity in losses are included in the balance sheet as of  March
31,  2000  and  1999,  respectively,  and for  which  net  losses of $2,745,266,
$2,852,291 and $3,325,494 are included in the accompanying financial statements
for the years ended March 31, 2000,  1999,  and 1998,  respectively. Those
statements were audited by other auditors whose reports thereon have been
furnished to us, and our opinion expressed herein,  insofar as it relates to the
amounts  included  for the Local  Limited  Partnerships,  is based solely on the
reports  of the other  auditors.  We  conducted  our  audits of these  financial
statements  in  accordance  with auditing  standards  generally  accepted in the
United  States,  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 other  auditors  provide a  reasonable  basis for the
opinions expressed above.




/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
June 22, 2000
Boston, Massachusetts



<PAGE>


           BOSTON FINANCIAL TAX CREDIT FUND VII, A LIMITED PARTNERSHIP


                    BALANCE SHEETS - MARCH 31, 2000 and 1999

<TABLE>
<CAPTION>


                                                                         2000                   1999
                                                                     -------------           ---------

Assets

<S>                                                                  <C>                  <C>
Cash and cash equivalents                                            $     307,807        $      114,347
Marketable securities, at fair value (Note 3)                            2,491,752             3,020,272
Restricted cash (Note 4)                                                   280,053               266,031
Investments in Local Limited Partnerships (Note 4)                      22,640,861            25,341,905
Other assets                                                                31,930                37,349
                                                                     -------------        --------------
     Total Assets                                                    $  25,752,403        $   28,779,904
                                                                     =============        ==============


Liabilities and Partners' Equity

Accounts payable to affiliates (Notes 4 and 5)                       $     170,084        $       72,014
Accounts payable and accrued expenses                                       36,491                68,778
                                                                     -------------        --------------
     Total Liabilities                                                     206,575               140,792
                                                                     -------------        --------------

Commitments (Note 6)

General, Initial and Investor Limited Partners' Equity                  25,580,333            28,628,826
Net unrealized gains (losses) on marketable securities                     (34,505)               10,286
                                                                     -------------        --------------
     Total Partners' Equity                                             25,545,828            28,639,112
                                                                     -------------        --------------
     Total Liabilities and Partners' Equity                          $  25,752,403        $   28,779,904
                                                                     =============        ==============
</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, 2000, 1999 and 1998


<TABLE>
<CAPTION>

                                                                2000             1999             1998
                                                            ------------    ------------      -----------
Revenue:
<S>                                                         <C>             <C>               <C>
   Investment                                               $    166,318    $    192,898      $    202,202
   Other                                                          70,562          63,368            51,983
                                                            ------------      ----------      ------------
Total Revenue                                                    236,880         256,266           254,185
                                                            ------------    ------------     -------------

Expenses:
   General and administrative expenses (includes
     reimbursements to an affiliate in the amounts of
     $107,844, $92,108 and $108,845, respectively)
     (Note 5)                                                    210,759         229,897           227,685
   Asset management fees, related party (Note 5)                 297,164         292,147           286,044
   Amortization                                                   32,184          32,184            41,302
                                                            ------------    ------------      ------------
     Total Expenses                                              540,107         554,228           555,031
                                                            ------------    ------------      ------------

Loss before equity in losses of
   Local Limited Partnerships                                   (303,227)       (297,962)         (300,846)

Equity in losses of
   Local Limited Partnerships (Note 4)                        (2,745,266)     (2,852,291)       (3,325,494)
                                                            ------------    ------------      ------------

Net Loss                                                    $ (3,048,493)   $ (3,150,253)     $ (3,626,340)
                                                            ============    ============      ============

Net Loss allocated:
   General Partners                                         $    (30,485)   $    (31,503)     $    (36,263)
   Limited Partners                                           (3,018,008)     (3,118,750)       (3,590,077)
                                                            ------------    ------------      ------------
                                                            $ (3,048,493)   $ (3,150,253)     $ (3,626,340)
                                                            ============    ============      ============
Net Loss per Limited Partnership Unit
   (50,930 Units)                                           $    (59.26)    $     (61.24)     $     (70.49)
                                                            ===========     ============      ============

</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, 2000, 1999 and 1998

<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, 1997             $   (90,267)   $   5,000    $   35,490,686    $   (50,092)   $  35,355,327
                                      -----------    ---------    --------------    -----------    -------------

Comprehensive Income (Loss):
   Change in net unrealized losses
     on marketable securities
     available for sale                         -            -                 -         56,217           56,217
   Net Loss                               (36,263)           -        (3,590,077)             -       (3,626,340)
                                      -----------    ---------    --------------    -----------    -------------
Comprehensive Income (Loss)               (36,263)           -        (3,590,077)        56,217       (3,570,123)
                                      -----------    ---------    --------------    -----------    -------------

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
                                      ===========    =========    ==============    ===========    =============
</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, 2000, 1999 and 1998

<TABLE>
<CAPTION>


                                                             2000                1999            1998
                                                        --------------     --------------    --------

Cash flows from operating activities:
<S>                                                     <C>                <C>               <C>
   Net Loss                                             $   (3,048,493)    $  (3,150,253)    $  (3,626,340)
   Adjustments to reconcile net loss
     to net cash used for operating activities:
     Equity in losses of Local Limited Partnerships          2,745,266         2,852,291         3,325,494
     Amortization                                               32,184            32,184            41,302
     (Gain) loss on sales and maturities of marketable
       securities                                               (1,554)           (2,518)            1,778
     Increase (decrease) in cash arising from
       changes in operating assets and liabilities:
       Restricted cash                                         (14,022)          (13,476)          (13,400)
       Other assets                                              5,419            (1,285)            3,492
       Accounts payable to affiliates                           98,070          (237,158)            4,790
       Accounts payable and accrued expenses                   (32,287)            4,846            28,992
                                                        --------------     -------------     -------------
Net cash used for operating activities                        (215,417)         (515,369)         (233,892)
                                                        --------------     -------------     -------------

Cash flows from investing activities:
   Purchases of marketable securities                         (698,323)       (2,071,201)       (2,295,469)
   Proceeds from sales and maturities
     of marketable securities                                1,183,606         2,164,253         2,484,207
   Investments in Local Limited Partnerships                  (230,000)          (20,000)          (99,191)
   Cash distributions received from Local
     Limited Partnerships                                      153,594           181,496           145,784
                                                        --------------     -------------     -------------
Net cash provided by investing activities                      408,877           254,548           235,331
                                                        --------------     -------------     -------------

Net increase (decrease) in cash and cash equivalents           193,460          (260,821)            1,439

Cash and cash equivalents, beginning of period                 114,347           375,168           373,729
                                                        --------------     -------------     -------------

Cash and cash equivalents, end of period                $      307,807     $     114,347     $     375,168
                                                        ==============     =============     =============
</TABLE>

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

                                     F-18
                        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.

Arch Street VII, Inc., a Massachusetts  corporation ("Arch Street, Inc.") is the
Managing  General  Partner of the Fund. Arch Street VII Limited  Partnership,  a
Massachusetts  limited  partnership ("Arch Street L.P."),  whose general partner
consists of Arch  Street,  Inc.,  is also a General  Partner.  Both the Managing
General  Partner and Arch Street 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, Inc. and 99% to Arch Street L.P.

Under the terms of the Partnership  Agreement,  the Fund initially 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,  2000,  the  Managing
General Partner has designated approximately $2,240,000 of marketable securities
as such Reserve.




<PAGE>


                  NOTES TO THE FINANCIAL STATEMENTS (Continued)


2.   Significant Accounting Policies

Basis of Presentation

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 investment will not be carried below zero.
To  the  extent  that  equity  in  losses  are  incurred  when a  Local  Limited
Partnership's  respective  investment  balance has been reduced to zero,  losses
will be suspended to be used against future 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.

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, 1999, 1998 and 1997.

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.

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.



<PAGE>


                  NOTES TO THE FINANCIAL STATEMENTS (Continued)


2.   Significant Accounting Policies (continued)

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.

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.

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.

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                              $   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
                                             =============    ===========    ===========    ============

Debt securities issued by
   the US Treasury and other
   US government corporations
   and agencies                              $   2,372,929      $   9,210    $    (6,263)   $  2,375,876

Mortgage backed securities                         637,057          7,339              -         644,396
                                             -------------    -----------    -----------    ------------

Marketable securities at
   March 31, 1999                            $   3,009,986    $    16,549    $    (6,263)   $  3,020,272
                                             =============    ===========    ===========    ============
</TABLE>


<PAGE>


                  NOTES TO THE FINANCIAL STATEMENTS (Continued)


3.   Marketable Securities (continued)

The contractual maturities at March 31, 2000 are as follows:
<TABLE>
<CAPTION>
                                                                                                Fair
                                                                      Cost                      Value

<S>                                                              <C>                        <C>
Due in less than one year                                        $    899,028               $    893,250
Due in one to five years                                            1,172,072                  1,148,649
Mortgage backed securities                                            455,157                    449,853
                                                                 ------------               ------------
                                                                 $  2,526,257               $  2,491,752
                                                                 ============               ============
</TABLE>

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,
$501,000 and  $1,275,000  during the years ended March 31, 2000,  1999 and 1998,
respectively.  Proceeds  from  the  maturities  of  marketable  securities  were
approximately  $782,000,  $1,663,000 and $1,209,000 during the years ended March
31, 2000, 1999 and 1998,  respectively.  Included in investment income are gross
gains of $1,916,  $3,891 and $5,672 and gross losses of $362,  $1,373 and $7,450
that were realized on the sales during the years ended March 31, 2000,  1999 and
1998, 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.  The Fund,  as  Investor  Limited  Partner,  pursuant to the
various Local Limited  Partnership  Agreements,  which contain certain operating
and distribution  restrictions,  has generally acquired a 99% interest, with the
exception of Springwood which is a 19.8% interest,  in the profits,  losses, tax
credits  and  cash  flows  from   operations   of  each  of  the  Local  Limited
Partnerships.  Upon dissolution,  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>

                                                                     2000              1999             1998
                                                                -------------     -------------    ---------
Capital contributions paid to Local Limited
   Partnerships and purchase price paid to
   withdrawing partners of Local Limited
<S>                                                             <C>               <C>              <C>
   Partnerships                                                 $  39,539,152     $  39,309,152    $  39,289,152

Cumulative equity in losses of Local Limited Partnerships
(excluding unrecognized losses of $1,460,403, $663,782 and
$138,300 in 2000, 1999 and 1998, respectively)                    (17,189,105)      (14,443,839)     (11,591,548)

Cash distributions received from Local Limited
   Partnerships                                                      (773,877)         (620,283)        (438,787)
                                                                -------------     -------------    -------------

Investments in Local Limited Partnerships before
   adjustments                                                     21,576,170        24,245,030       27,258,817

Excess of investment costs over the underlying net assets acquired:

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

   Accumulated amortization of acquisition fees and expenses         (187,647)         (155,463)        (123,279)
                                                                -------------     -------------    -------------

Investments in Local Limited Partnerships                       $  22,640,861     $  25,341,905    $  28,387,876
                                                                =============     =============    =============
</TABLE>

<PAGE>


                  NOTES TO THE FINANCIAL STATEMENTS (Continued)


4.  Investments in Local Limited Partnerships (continued)

Summarized financial  information as of December 31, 1999, 1998 and 1997 (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>

                                                           1999                  1998                  1997
                                                     ----------------      ---------------       ----------
Assets:
<S>                                                  <C>                   <C>                   <C>
   Investment property, net                          $     87,041,519      $    91,081,027       $    94,703,692
   Current assets                                           2,723,938            3,171,778             2,798,228
   Other assets                                             4,824,644            4,168,082             4,068,904
                                                     ----------------      ---------------       ---------------
       Total Assets                                  $     94,590,101      $    98,420,887       $   101,570,824
                                                     ================      ===============       ===============

Liabilities and Partners' Equity:
   Current liabilities (includes current
     portion of long term debt)                      $      3,941,263      $     5,290,635       $     4,083,692
   Long-term debt                                          59,251,015           57,915,772            58,686,199
   Other debt                                               3,249,378            3,123,544             2,876,908
                                                     ----------------      ---------------       ---------------
       Total Liabilities                                   66,441,656           66,329,951            65,646,799

Fund's Equity                                              20,112,181           23,639,697            27,000,331
Other Partners' Equity                                      8,036,264            8,451,239             8,923,694
                                                     ----------------      ---------------       ---------------
       Total Liabilities and Partners' Equity        $     94,590,101      $    98,420,887       $   101,570,824
                                                     ================      ===============       ===============

Summarized Statements of Operations -
for the years ended December 31,
                                                           1999                  1998                  1997
                                                     ----------------      ---------------       ----------

Rental and other revenue                             $     12,522,727      $    12,162,713       $    12,245,232
                                                     ----------------      ---------------       ---------------

Expenses:
   Operating                                                7,313,184            6,684,290             6,745,745
   Interest                                                 4,956,203            5,034,525             5,030,571
   Depreciation and amortization                            4,125,199            4,140,576             4,282,140
                                                     ----------------      ---------------       ---------------
       Total Expenses                                      16,394,586           15,859,391            16,058,456
                                                     ----------------      ---------------       ---------------

Net Loss                                             $     (3,871,859)     $    (3,696,678)      $    (3,813,224)
                                                     ================      ===============       ===============

Fund's share of Net Loss                             $     (3,541,887)     $    (3,377,773)      $    (3,463,794)
                                                     ================      ===============       ===============
Other partners' share of Net Loss                    $       (329,972)     $      (318,905)      $      (349,430)
                                                     ================      ===============       ===============
</TABLE>

For the years ended March 31, 2000,  1999 and 1998,  the Fund has not recognized
$796,621, $525,482 and $138,300,  respectively,  of equity in losses relating to
one Local Limited  Partnership  where  cumulative  equity in losses exceeded its
total investment in this Local Limited Partnership.



<PAGE>


                  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 $20,112,181
differs  from the  Fund's  investments  in  Local  Limited  Partnerships  before
adjustment  of  $21,576,170  primarily  because  the  Fund  has  not  recognized
$1,460,403 of equity in losses of one Local Limited  Partnership whose 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,  2000 and 1999,
$54,795 and $40,773,  respectively,  of interest is included in accounts payable
to an affiliate.

5.   Transactions with Affiliates

An affiliate of the Managing  General  Partner  receives a base amount of 0.593%
(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 $297,164,  $292,147 and $286,044 have been included in expenses for the years
ended March 31, 2000, 1999 and 1998, respectively.  Included in accounts payable
to  affiliates  is $75,499 and $13,332 for Asset  Management  Fees for March 31,
2000 and 1999, 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, 2000, 1999 and 1998 is $107,844,  $92,108
and $108,845,  respectively, that the Fund has paid or accrued for reimbursement
for  salaries  and  benefits.  The amounts  payable for salaries and benefits at
March 31, 2000 and 1999 were $39,790 and $17,909, respectively.

An affiliate of the Managing  General  Partner is the  management  agent for one
Local Limited  Partnership.  The management fee charged to the property is equal
to 5% of the property  gross  revenues.  Included in  operating  expenses in the
summarized income  statements in Note 4 to the Financial  Statements is $23,247,
$23,058 and $22,680 of property  management  fees at December 31, 1999, 1998 and
1997, respectively.

6.   Commitments

At March 31, 2000, 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 for
future capital contributions to one Local Limited Partnership.


<PAGE>


                  NOTES TO THE FINANCIAL STATEMENTS (Continued)


7.   Federal Income Taxes

The following schedule  reconciles the reported financial statement loss for the
fiscal  years ended March 31,  2000,  1999 and 1998 to the loss  reported on the
Form 1065,  U.S.  Partnership  Return of Income for the years ended December 31,
1999, 1998 and 1997:
<TABLE>
<CAPTION>

                                                                   2000           1999             1998
                                                              ------------   ------------      --------

<S>                                                           <C>            <C>               <C>
Net Loss per financial statements                             $ (3,048,493)  $ (3,150,253)     $ (3,626,340)

   Adjustment to reflect March 31 fiscal year end
     to December 31 tax year end                                    44,093        (28,066)          112,520

   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                           3,880,121        (53,105)       (1,630,198)

   Equity in loss of Local Limited Partnership not
     recognized for financial reporting purposes                  (796,621)      (525,482)         (138,300)

   Amortization of acquisition fees and expenses
     for tax purposes in excess of amortization
     for financial reporting purposes                              (13,356)       (13,356)          (13,405)

   Related party expenses not currently deductible
     for tax purposes                                                    1        259,031           193,445

   Related party expenses paid in current year
     but expensed for financial reporting purposes
     in prior year                                                (259,031)      (193,445)         (262,410)
                                                              ------------   ------------      ------------

Net Loss per tax return                                       $   (193,286)  $ (3,704,676)      $(5,364,688)
                                                              ============   ============       ===========
</TABLE>

The  differences  in the  assets  and  liabilities  of the  Fund  for  financial
reporting  purposes  and tax  reporting  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 reporting 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 one 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

<PAGE>


                  NOTES TO THE FINANCIAL STATEMENTS (Continued)


7.   Federal Income Taxes (continued)

Partnerships during the year ended March 31, 2000 are not included in the Fund's
investments in Local Limited  Partnerships  for tax return  purposes at December
31, 1999; (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 reporting purposes.

The  differences  in the  assets  and  liabilities  of the  Fund  for  financial
reporting purposes and tax purposes as of March 31, 1999 are as follows:
<TABLE>
<CAPTION>
                                                      Financial                  Tax
                                                      Reporting               Reporting
                                                      Purposes                Purposes          Differences

<S>                                                <C>                     <C>                 <C>
Investments in Local Limited Partnerships          $  25,341,905           $  22,702,050       $   2,639,855
                                                   =============           =============       =============
Other assets                                       $   3,437,999           $  10,003,934       $  (6,565,935)
                                                   =============           =============       =============
Liabilities                                        $     140,792           $     108,304       $      32,488
                                                   =============           =============       =============
</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  reporting   purposes  is  approximately
$2,613,000   greater   than  for   financial   reporting   purposes,   including
approximately  $664,000  of losses the Fund has not  recognized  relating to one
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  $37,000;  (iii)
approximately  $30,000  of  cash  distributions   received  from  Local  Limited
Partnerships during the year ended March 31, 1999 are not included in the Fund's
investments in Local Limited  Partnerships  for tax return  purposes at December
31, 1998; (iv)  organizational  and offering costs of  approximately  $6,305,000
that have been  capitalized  for tax  reporting  purposes are charged to Limited
Partners'  equity  for  financial  reporting  purposes;  and (v)  related  party
expenses which are deductible for financial  reporting purposes of approximately
$66,000 are not deductible for tax reporting 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, 2000
<TABLE>
<CAPTION>

                      COST OF INTEREST AT ACQUISITION DATE
       --------------------------------------------------------------------------------
                                                                               NET IMPROVEMENTS
                         NUMBER        TOTAL                    BUILDINGS /       CAPITALIZED
                           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       $4,046,475   $727,440         $583,725       $5,788,902
  Macon, GA
Santa Fe Oaks Phase II        129        3,660,185    382,394          642,179        6,094,200
  Gainesville, FL
Andrew's Pointe                57        2,283,645     95,000        3,430,523           66,393
  Burnsville, MN
Palo Verde II                  60        1,074,298    148,858        2,537,261           11,579
  Henderson, NY
Woods Lane                    156        3,285,471    312,000        5,817,580           49,848
  Rogers, AR
Crafton Place                  84        1,642,747    126,001        3,083,929            1,600
  Fayetteville, AR
Guardian Place                120        2,945,065    677,786        1,838,034        2,976,878
  Richmond, VA
Twin Oaks Meadows              63        1,889,103          0          720,394        2,531,668
  Lansing, MI
Sunrise Terrace                52          995,967    149,959        2,719,607                0
  Madera,CA
Wynmor                        324        5,660,037    324,000        6,553,123        9,298,345
  Brooklyn Park, MN
Citrus Glen                   176        5,377,384    500,000          759,632        9,226,242
  Orlando, FL
St. Andrews Pointe            150        4,587,899    491,634        7,349,439          853,824
  Columbia, SC
Des Moines Street              42        1,679,037    300,000        2,223,447          499,047
Village
  Des Moines, IA
Fountain Lakes                180        4,133,906    357,800        4,057,935        2,904,917
  Benton, AR
Fairhaven Manor                40          929,733    176,182        2,043,351            6,496
  Burlington, WA
Grand Boulevard                30        1,936,992     25,580        1,570,044        1,349,102
  Chicago, IL
Los Claveles II               180        9,000,135    335,000        6,842,254         (178,670)
  Trujilio Alto, PR
Harford Commons                30        1,726,920     28,000        2,680,017           44,356
  Baltimore, MD
Springwood (2)                113        3,854,331    296,280        2,937,028        4,271,360
  Tallahassee, FL


                       ---------------------------------------------------------------------------

               Totals       2,138      $60,709,330 $5,453,914      $58,389,502      $45,796,087
                       ===========================================================================
</TABLE>

(1) Total  aggregate  cost for  Federal  Income Tax  purposes  is  approximately
$110,573,000.

(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.


<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, 2000
<TABLE>
<CAPTION>

                         GROSS AMOUNT AT WHICH CARRIED AT DECEMBER 31, 1999                         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       $6,372,627   $7,100,067     $1,629,748        8/93          10 & 30     12/31/92
  Macon, GA
Santa Fe Oaks Phase II    382,394        6,736,379    7,118,773      1,710,598        5/93          10 & 30     12/31/92
  Gainesville, FL
Andrew's Pointe            98,994        3,492,922    3,591,916        811,597       12/93          7 & 27.5    04/13/92
  Burnsville, MN
Palo Verde II             148,858        2,548,840    2,697,698        480,456       10/93          5 - 27.5    05/19/93
  Henderson, NY
Woods Lane                312,000        5,867,428    6,179,428      1,422,853        7/93          7 & 27.5    07/30/93
  Rogers, AR
Crafton Place             126,001        3,085,529    3,211,530        757,836        7/93          7 & 27.5    07/30/93
  Fayetteville, AR
Guardian Place            677,786        4,814,912    5,492,698        896,351        8/94           5 - 40     10/07/93
  Richmond, VA
Twin Oaks Meadows         307,264        2,944,798    3,252,062        803,864        8/94        useful lives  10/29/93
  Lansing, MI
Sunrise Terrace           149,959        2,719,607    2,869,566        566,453       11/93        useful lives  11/24/93
  Madera,CA
Wynmor                  1,258,132       14,917,336   16,175,468      3,412,875        9/94        7, 15, & 30   12/22/93
  Brooklyn Park, MN
Citrus Glen                    10       10,485,864   10,485,874      2,232,645        9/94          5 - 27.5    12/30/93
  Orlando, FL
St. Andrews Pointe        491,634        8,203,263    8,694,897      1,664,208        8/94          10 & 30     01/05/94
  Columbia, SC
Des Moines Street         303,451        2,719,043    3,022,494        364,783        4/95        useful lives  01/31/94
Village
  Des Moines, IA
Fountain Lakes            357,800        6,962,852    7,320,652      1,586,567        1/94          7 - 27.5    02/02/94
  Benton, AR
Fairhaven Manor           176,192        2,049,837    2,226,029        352,608        2/94         5 - 7 & 40   03/08/94
  Burlington, WA
Grand Boulevard            31,580        2,913,146    2,944,726        421,297        7/95        useful lives  08/03/94
  Chicago, IL
Los Claveles II           335,000        6,663,584    6,998,584      1,162,005        8/94           8 & 40     08/31/94
  Trujilio Alto, PR
Harford Commons            28,000        2,724,373    2,752,373        391,571       12/95        useful lives   2/28/95
  Baltimore, MD
Springwood (2)            296,280        7,208,388    7,504,668      1,929,669        8/95        useful lives  12/31/94
  Tallahassee, FL


                       --------------------------------------------------------

               Totals  $6,208,775     $103,430,728 $109,639,503    $22,597,984
                       ========================================================

</TABLE>




<PAGE>

<TABLE>
<CAPTION>
Summary of property owned and accumulated depreciation:

Property Owned December 31, 1999                                                             Accumulated Depreciation December
                                                                                             31, 1998
-------------------------------------------------------------------------------              -------------------------------------
<S>                                                               <C>                                                 <C>
Balance at beginning of period                                    $109,767,808               Balance at beginning of  $18,686,781
                                                                                                  period
                                                                ===============
  Additions during                                                                           Additions during
period:                                                                                           period:
                                                                                                  Depreciation          3,911,203
                                                                                                                     ------------
     Acquisitions                                                      10,888                Balance at close of      $22,597,984
                                                                                              period
                                                                                                                     ============
     Improvements etc.                                                196,698
                                                                -------------
                                                                      207,586
  Deductions during
period:

Basis reduction                                                      (335,891)
                                                                -------------
                                                                     (335,891)
                                                                ---------------
Balance at close of                                               $109,639,503
period
                                                                ===============


Property Owned December 31, 1998                                                             Accumulated Depreciation December
                                                                                             31, 1998
-------------------------------------------------------------------------------              -------------------------------------
Balance at beginning of period                                    $109,472,326               Balance at beginning of  $14,768,634
                                                                                             period
                                                               ===============
  Additions during                                                                             Additions during
period:                                                                                        period:
                                                                                               Depreciation              3,918,147
                                                                                                                      ------------
     Acquisitions                                                      287,005               Balance at close of       $18,686,781
                                                                                                  period
                                                                                                                      ============
     Improvements etc.                                                   8,477
                                                                 -------------
                                                                       295,482
  Deductions during
period:

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



Property Owned December 31, 1997                                                             Accumulated Depreciation December
                                                                                             31, 1997
-------------------------------------------------------------------------------             -------------------------------------
Balance at beginning of period                                    $109,243,229              Balance at beginning of    $10,724,040
                                                                                              period
  Additions during                                                                            Additions during
period:                                                                                       period:
                                                                                              Depreciation               4,044,594
                                                                                                                      ------------
     Acquisitions                                                      175,171              Balance at close of        $14,768,634
                                                                                                  period
                                                                                                                      ============
     Improvements etc.                                                  53,926
                                                                 -------------
                                                                       229,097
  Deductions during
period:

Disposition of real                                                          0
estate
                                                                 -------------
                                                                             0

                                                               ---------------
Balance at close of                                               $109,472,326
period
                                                               ===============

</TABLE>

          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, 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>

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

/s/ KPMG Peat Marwick LLP
February 26, 1999

<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 beensubjected to the audit
 procedures applied in the audit of the basic financial statements and, in our
opinion, is fairly stated in all material respects inrelation 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 Partnershi'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>

[Letterhead]
[LOGO]
Reznick Fedder & Silverman

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

INDEPENDENT AUDITOR'S REPORT

We have audited the accompanying balance sheet of BHP/Harford Commons Limited
Partnership as of December 31, 1997, and the related statements of profit and
loss (on HUD Form No. 92410), partners' equity and cash flows for the year then
 ended.  These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
 financial statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of BHP/Harford Commons Limited
Partnership as of December 31, 1997, 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 32 is presented for purposes of additional analysis and is not a
required part of the basic financial statements Such information, except for
that
portion marked "unaudited", on which we express no opinion, 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 5, 1998,
on our consideration of BHP/Harford Commons Limited Partnership's internal
control structure and on its compliance with specific requirements applicable to
CDA programs, fair housing and nondiscrimination, laws and regulations
applicable to the financial statements.

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

Baltimore, Maryland
February 5, 1998
Audit Principal: William T. Riley, Jr.

<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>

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

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

     In our opinion, the financial statements referred to above present fairly,
 in all material respects, the financial position of LOS CLAVELES, S.E.
Limited Partnership as of December 31, 1998 and 1997, 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 audits were conducted for the purpose of forming an opinion on the basic
 financial statements taken as a whole.  The supplemental data included in this
report (shown as Exhibits A though H) are presented for the purpose of
additional analysis and are not a required part of the basic financial
 statements of HUD Project No. RQ46-E-005-019.  Such information has been
subjected to the auditing procedures applied in the audit of the basic financial
 statements, and in our opinion, is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.

In accordance with Government Auditing Standards, we have also issued a report
dated February 10,1999, on our consideration of the projects' internal control
structure and a report dated February 10, 1999, on its compliance with laws and
regulations.


/s/ Kevane, Peterson, Soto & Pasarell
San Juan, Puerto Rico
February 10, 1999

<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>

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

The 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 12, 1999

<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,
changesin 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>

[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, 1997, 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, 1997, and the results of its operations for the
 year then ended in conformity with generally accepted accounting principles.

Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The schedule of supplementary
information on page 14 is presented for the 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 financia
 statements and, in our opinion, is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.

/s/ Hoekstra & Hoekstra
Mount Vernon, Washington               Hoekstra & Hoekstra
February 6, 1998                       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, 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>

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

Our 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 11, 1999

<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>



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

We conducted our audits in accordance with generally accepted auditing
standards. 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, 1998 and 1997, and the results of its operations,
changes in its partners' capital and its cash flows for the years then ended, in
conformity with generally accepted accounting principles.

/S/ Vroman, McGowen, Hurst, Clark & Smith, P.C.
Des Moines, Iowa
January 30, 1999

<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>

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

/s/ KPMG Peat Marwick LLP
February 26, 1999

<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>

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

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial  statements are free of
 material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial 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, 1997, 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 6, 1998
<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>

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

We conducted our audits in accordance with generally accepted auditing
standards. 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, 1998 and 1997, and the results of its operations and its cash
 flows for the years then ended in conformity with generally accepted
accounting principles.

/s/Mahoney Ulbrich
Christiansen Russ P.A.
Saint Paul, Minnesota
January 25, 1999

<PAGE>


<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>

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, 1998 and 1997, 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, 1998 and 1997, and the results of its
operations and its cash flows for the year then ended, in conformity with
generally accepted accounting principles.

/s/Reznick Fedder & Silverman
January 15, 1999


<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>

TWIN OAKS

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

Independent Auditors Report
January 19, 1999

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, 1998 and 1997, 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 standard
 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, 1998 and

1997, and the results of its operations and its cash flows for the years then
ended in conformity with generally accepted accounting principles.

Our audits were 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, 1999, 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, 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>

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

/s/Ernst & Young LLP
Birmingham , Alabama
February 16, 1999

<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>

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

Our 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 11,  1999

<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>

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

Our 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 8, 1999

<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>

Palo Verde

[Letterhead]
[LOGO]
Brotemarkle & Sadd
Glendale, CA
February 3, 1999

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

/s/ 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, 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>

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

We conducted our audits in accordance with generally accepted auditing
 standards. 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, 1998 and 1997, and the results of its operations
 and its cash flows for the years then ended in conformity with generally
accepted accounting principles.

/s/Berc & Fox Limited
MINNEAPOLIS, MINNESOTA
January 22, 1999

<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>

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

/s/KPMG PEAT MARWICK LLP
Atlanta, GA
FEBRUARY 26, 1999

<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>

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

/s/KPMG PEAT MARWICK LLP
FEBRUARY 26, 1999


<PAGE>