June        , 1999



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, 1999
       File Number 0-24584

Dear Sir/Madam:

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

Very truly yours,




/s/Stephen Guilmette
Stephen Guilmette
Assistant Controller


TC710K-K.98


<PAGE>




                                       UNITED STATES
                           SECURITIES AND EXCHANGE COMMISSION
                                   Washington, DC 20549

                                      FORM 10-K

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

For the fiscal year ended                           Commission file number
    March 31, 1999                                        0-24584

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

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

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

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

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



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

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

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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.
                                                               Yes X No

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation S-K (Subsection  229.405 of this chapter) is not contained herein,
and will not be contained,  to the best of registrant's knowledge, in definitive
proxy or information  statements  incorporated  by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [ X ]

State the aggregate sales price of partnership units held by non-affiliates of
the registrant.
                     $45,581,000 as of March 31, 1999


<PAGE>




                                                                  K-6
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, 1999


                                          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-11
     Item 6      Selected Financial Data                                  K-12
     Item 7      Management's Discussion and Analysis of
                    Financial Condition and Results of Operations         K-13
     Item 7A.    Quantitative and Qualitative Disclosures about
                 Market Risk                                              K-16
     Item 8      Financial Statements and Supplementary Data              K-16
     Item 9      Changes in and Disagreements with Accountants
                    on Accounting and Financial Disclosure                K-16

PART III

     Item 10     Directors and Executive Officers
                    of the Registrant                                     K-16
     Item 11     Management Remuneration                                  K-17
     Item 12     Security Ownership of Certain Beneficial
                    Owners and Management                                 K-18
     Item 13     Certain Relationships and Related Transactions           K-18

PART IV

     Item 14     Exhibits, Financial Statement Schedule and
                  Reports on Form 8-K                                     K-21

SIGNATURES                                                                K-22


<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.

The  Fund is  engaged  solely  in the  business  of real  estate  investment.  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  owned 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>
<CAPTION>


                                                                TABLE A

                                                        SELECTED LOCAL LIMITED
                                                           PARTNERSHIP DATA


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

<S>                                                   <C>                                       <C>
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


</TABLE>

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
19.80%.  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, 1999, 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 The Boston
Financial Group Limited Partnership,  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 19.80%.

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          1999             1999               1998            Subsidy*        1999
--------------------------  ------------   ----------------    -------------    --------------    ------------    -----------


<S>                            <C>          <C>                <C>              <C>                 <C>                <C>
Oak Ridge Apartments,
   a Limited Partnership
Oak Ridge
Macon, GA                      152          $2,870,245         $2,870,245       $4,084,506          None               75 %

Santa Fe Oaks Phase II,
   a Limited Partnership
Santa Fe Oaks II
Gainesville, FL                129           2,698,586          2,698,586        3,694,584          None               92%

Andrew's Pointe Limited
   Partnership
Andrew's Pointe
Burnsville, MN                  57           1,333,800          1,333,800        2,315,118          None               98%

Palo Verde II, a Nevada
   Limited Partnership
Palo Verde II
Henderson, NV                   60           1,324,801          1,324,801        1,085,787          None               97%

Woods Lane, a Limited
   Partnership
Woods Lane
Rogers, AR                     156           2,574,180          2,574,180        3,321,606          None               94%

Crafton Place, a Limited
   Partnership
Crafton Place
Fayetteville, AR                84           1,365,120          1,365,120        1,660,814          None              100%


</TABLE>

<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        1999           1999               1998             Subsidy*          1999
-------------------------------  ----------    --------------   -----------      -------------    ------------    ---------------


<S>                                <C>             <C>            <C>               <C>                <C>                <C>
Guardian Place
   Limited Partnership
Guardian Place
Richmond, VA                       120             2,174,390      2,174,390         2,961,134          None               95%

Twin Oaks Meadows Limited
   Dividend Housing Association
   Limited Partnership
Twin Oaks Meadows
Lansing, MI                         63             1,436,400      1,436,400         1,902,848          None               93%

Madera Sunrise Terrace
   Limited Partnership
Sunrise Terrace
Madera, CA                          52             1,523,196      1,523,196         1,043,200          None               96%

Eden Park Limited
   Partnership
Wynmor
Brooklyn Park, MN                  324             5,527,758      5,527,758         5,753,086          None               98%

Affordable Citrus Glen
   Limited Partnership
Citrus Glen
Orlando, FL                        176             4,581,360      4,581,360         5,411,759          None               98%

St. Andrews Pointe Apartments,
   A Limited Partnership
St. Andrews Pointe
Columbia, SC                       150             3,414,528      3,414,528         4,630,091          None               91%

</TABLE>

<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        1999              1999            1998            Subsidy*              1999
--------------------------------  ------------ ---------------   -------------- ---------------    ------------      ---------------


<S>                               <C>           <C>               <C>            <C>                 <C>                 <C>
Des Moines Street Associates
   Limited Partnership
Des Moines St. Village
Des Moines, IA                     42           1,083,996         1,083,996      1,702,609           Section 8           90%

Fountain Lakes, A Limited
   Partnership
Fountain Lakes
Benton, AR                        180           2,854,593         2,854,593      4,177,746            None               94%

Fairhaven Manor Limited
   Partnership
Fairhaven Manor
Burlington, WA                     40           1,232,020         1,232,020        939,706            None               97%

Grand Boulevard Renaissance I
   Limited Partnership
Grand Boulevard Renaissance
Chicago, IL                        30           1,085,000           868,000      1,912,672            Section 8          100%

Los Claveles, S.E. Limited
   Partnership
Los Claveles II
Trujilio Alto, PR                 180           1,272,000           698,374      6,347,166            Section 8          76%

BHP/Harford Commons
   Limited Partnership
Harford Commons
Baltimore, MD                      30           1,187,000         1,103,000      1,736,092            None               100%

</TABLE>
<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         1999              1999            1998          Subsidy*             1999
-------------------------          ---------    -------------     -------------- --------------    ------------    ---------------

<S>                                 <C>           <C>                  <C>         <C>                <C>              <C>
Springwood Apartments,
   A Limited Partnership
Springwood (1)
Tallahassee, FL                     113           624,805              624,805     3,894,649          None             90%
                                  -----       -----------         ------------   ------------
                                  2,138       $40,163,778          $39,289,152   $58,575,173
                                  =====       ===========          ===========   ===========

(1)            Boston Financial Tax Credit Fund VII has a 19.8% interest in
               Springwood Apartments,  A Limited Partnership.  The mortgage
               payable represents 100% of the outstanding balance.

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.


</TABLE>



<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  (the  "Partnership")  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 the  partnership,  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 the  partnership's  rental  property and an  assignment of
leases, rents and contract rights.

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

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

Item 3.  Legal Proceedings

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

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

None.


<PAGE>


                                   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, 1999, there were 2,467 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, 1999, 1998 and 1997.


<PAGE>


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 Notes thereto,  which
are included in Items 7 and 8 of this Report.

<TABLE>
<CAPTION>
                                            March 31,       March 31,     March 31,        March 31,           March 31,
                                             1999            1998           1997            1996            1995

<S>                                      <C>              <C>            <C>            <C>             <C>
Revenue                                  $    256,266     $    254,185   $    400,349   $    257,160    $     333,523
Equity in losses of Local Limited
 Partnerships                              (2,852,291)      (3,325,494)    (2,967,826)    (2,570,732)      (2,190,648)
 Net Loss                                  (3,150,253)      (3,626,340)    (3,131,087)     (2,870,229)     (2,465,750)
   Per Limited Partnership Unit (A)            (61.24)          (70.49)        (60.86)        (55.79)          (47.93)
Cash and cash equivalents                     114,347          375,168        373,729        334,845        1,768,604
Marketable securities                       3,020,272        3,106,645      3,240,944      3,855,342        5,688,064
Investments in Local Limited
   Partnerships                            25,341,905       28,387,876     31,792,098     34,328,400       34,310,871
Long-term debt                                      -                -              -              -                -
Total assets (B)                           28,779,904       32,158,308     35,694,649     38,795,017       41,924,559
Cash Distribution                                   -                -              -              -                -
Other data:
Passive loss (C)                           (4,009,001)      (4,473,368)    (3,697,126)    (3,835,484)      (3,604,962)
   Per Limited Partnership Unit (C)            (77.93)          (86.95)        (71.87)        (74.56)          (70.07)
Portfolio income (C)                          304,325          301,029        359,903        477,042        1,026,953
   Per Limited Partnership Unit (C)              5.92             5.85           7.00           9.27            19.96
Net short term capital losses (C)                   -                -              -           (610)        (510,142)
   Per Limited Partnership Unit (C)                 -                -              -           (.01)           (9.92)
 Low-Income Housing Tax Credit (C)          7,547,206        7,547,206      7,531,209      7,016,512        4,226,746
   Per Limited Partnership Unit (C)            146.71           148.19         146.39         136.39            82.16
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 the
       years ended March 31, 1999, 1998, 1997, 1996 and 1995.

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

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


<PAGE>


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

Certain matters  discussed herein constitute  forward-looking  statements within
the  meaning  of the  Private  Securities  Litigation  Reform  Act of 1995.  The
Fund intends such  forward-looking  statements to be covered by the safe
harbor  provisions  for  forward-looking  statements,  and  are  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,  interest rates, and unanticipated  delays or expenses on the
part of the Fund and their suppliers in achieving year 2000 compliance.

Liquidity and Capital Resources

At March 31, 1999, the Fund had cash and cash  equivalents of $114,347  compared
with $375,168 at March 31, 1998. The decrease is primarily  attributable  to the
payment of affiliated  asset  management  fees for prior years and cash used for
operating  activities.  This decrease is partially offset by proceeds from sales
and  maturities  of  marketable  securities in excess of purchases of marketable
securities and cash distributions receive from Local Limited Partnerships.

As of March 31, 1999, approximately $2,397,000 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, 1999, 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  $638,000. 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, 1999,  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 year ended March 31, 1999.

Results of Operations

1999 versus 1998

The Funds 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.

1998 versus 1997

The Fund's results of operations for the year ended March 31, 1998 resulted in a
net loss of  $3,626,340  as  compared to a net loss of  $3,131,087  for the same
period in 1997. The increase in net loss is primary  attributable to an increase
in equity  in  losses of Local  Limited  Partnerships  and a  decrease  in other
revenue.  Equity in  losses of Local  Limited  Partnership  increased  due to an
increase in general operating expenses of the Local Limited Partnerships, offset
by an increase in rental revenues due to an improvement in local rental markets.
Other revenue decreased as a result of a decrease in escrow interest paid to the
Fund from Local Limited Partnerships.


<PAGE>
Low-Income Housing Tax Credits

The 1999, 1998 and 1997 Tax Credits per unit were $146.71,  $148.19 and $146.39,
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.

As of December 31, 1998, the tax year end of the Local Limited  Partnerships,
all of the properties have been placed in service and all generated Tax Credits
in 1998.

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

The Fund is invested in nineteen Local Limited  Partnerships  which own nineteen
properties  located in twelve states and Puerto Rico. Fifteen of the properties,
consisting of 1574 units,  were new  construction,  and four of the  properties,
consisting of 564 units,  were  rehabilitated.  All  properties  have  completed
construction or rehabilitation and initial lease-up.

Most of the nineteen Local Limited Partnerships have stabilized operations.  The
majority  of  these  stabilized   properties  are  operating  at  break-even  or
generating positive operating cash flow.

As  previously  reported,  Grand  Boulevard  Renaissance,  located  in  Chicago,
Illinois,  has been experiencing operating difficulties and is unable to achieve
debt service  coverage.  These  difficulties  are mainly due to poor collections
from tenants. On April 1, 1998, a new management agent was brought in to monitor
property  operations and increase tenant  collections.  Occupancy as of December
31, 1998 was 100%. The Managing General Partner will be working closely with the
Local General Partner and new management agent to monitor operations.

As previously reported, Los Claveles II, located in Trujillio Alto, Puerto Rico,
continues to experience  operating  difficulties  due to ongoing  capital repair
needs and  management  issues.  In 1996,  an affiliate  of the Managing  General
Partner of the Fund successfully negotiated with the Local General Partners, the
lender and the local housing  authority to replace the management  agent for Los
Claveles  II as  well as its  neighboring  property,  Los  Claveles  I.  The new
management  agent assumed  responsibility  for the property in December 1996. In
addition,  the  Managing  General  Partner  was  successful  in  completing  the
negotiations with the lender,  resulting in a loan modification for Los Claveles
II and the approval for the Local General  Partners to step down voluntarily and
be replaced  by an  unaffiliated  general  partner  effective  upon close of the
transaction.  However,  efforts to close this  transaction  have been delayed by
regulatory issues, title defects and various other problems.  Subsequently,  the
proposed  replacement local general partner informed the lender and the Managing
General  Partner  that is will not close the  workout  agreement.  The  proposed
incoming  local  general   partner  sighted  their  concern  that  the  risk  is
significantly  higher than  expected  due to the  continued  delays,  unresolved
transactional  issues and the  continued  crime and drug issues at the  property
which have resulted in higher vacancy losses.

Considering  this new  information,  the Managing General Partner and the lender
have resumed negotiations and are currently reviewing other possible replacement
local general partners and management agents. However, given the severity of the
operating deficits,  it is possible that the Fund will not be able to retain its
interest in the property. A foreclosure would result in recapture of credits for
investors,  the  allocation  of  taxable  income  to the Fund and loss of future
benefits associated with this property.

<PAGE>


Oak  Ridge,  located  in  Macon,   Georgia,  has  been  experiencing   operating
difficulties  due to low  occupancy.  Occupancy as of March 31, 1998 was 78%. In
September,  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, has been suffering from poor occupancy
due to local  competition.  Occupancy  as of  December  31,  1998  was  73%.  In
September  1998,  a new  management  team was  hired to  step-up  the  marketing
efforts,  review rent concessions,  install a resident referral plan and monitor
competing  rent levels.  In addition,  capital  improvements  have recently been
completed which include exterior  painting,  carpet  replacement and landscaping
and grounds  improvement.  The Managing General Partner will closely monitor the
new management agent and also review possible debt  restructuring.  The Managing
General Partner is currently funding operating deficits.

In accordance with Financial  Accounting  Standard No. 121,  "Accounting for the
Impairment of Long-Lived  Assets and for  Long-Lived  Assets to Be Disposed Of",
the Fund has implemented  policies and practices for assessing impairment of its
real estate assets and investments in Local Limited Partnerships.  Each asset is
analyzed by real estate experts to determine if an impairment  indicator exists.
If so, the  carrying  value is  compared to the  undiscounted  future cash flows
expected to be derived from the asset and if there is a  significant  impairment
in value,  a  provision  to write  down the asset to fair  value will be charged
against income.

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, 1999, 1998 and 1997.

Impact of Year 2000

The Managing  General  Partner's  plan to resolve year 2000 issues  involves the
following four phases: assessment,  remediation, testing and implementation.  To
date,  the Managing  General  Partner has fully  completed an  assessment of all
information  systems that may not be operative  subsequent to 1999 and has begun
the remediation,  testing and implementation phase on both hardware and software
systems.  Because the hardware  and software  systems of both the Fund and Local
Limited  Partnerships  are  generally  the  responsibility  of  obligated  third
parties,  the plan primarily  involves  ongoing  discussions  with and obtaining
written  assurances from these third parties that pertinent systems will be 2000
compliant. In addition,  neither the Fund nor the Local Limited Partnerships are
incurring  significant  additional  costs since such  expenses  are  principally
covered under the service  contracts with vendors.  As of June 1999, the General
Partner is in the final  stages of its Year 2000  remediation  plan and believes
all major  systems  are  compliant;  any  systems  still  being  updated are not
considered  significant to the Fund's operations.  However,  despite the
likelihood that all significant  year 2000 issues are expected to be resolved in
a timely manner,  the Managing General Partner has no means of ensuring that all
systems of outside vendors or other entities that impact operations will be 2000
compliant.  The Managing  General Partner does not believe that the inability of
third  parties to address  their year 2000 issues in a timely manner will have a
material  impact on the Fund.  However,  the effect of  non-compliance  by third
parties is not readily determinable.

Management has also evaluated a worst case scenario  projection  with respect to
the year 2000 and  expects  any  resulting  disruption  of either  the  Managing
General Partner's activities or any Local Limited Partnership's operations to be
short-term  inconveniences.  Such  problems,  however,  are not  likely to fully
impede the ability to carry out necessary duties of the Fund. Moreover,  because
expected  problems under a worst case scenario are not extensively  detrimental,
and because the likelihood that all systems  affecting the  Fund  will be
compliant before 2000, the Managing General Partner has determined that a formal
contingency plan that responds to material system failures is not necessary.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

The Fund has invested in marketable  securities  with a fair value of $3,020,272
at March 31, 1999; these securities,  with rates ranging from 4.74% to 6.42%, 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.
<PAGE>
                            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 The
Boston Financial Group Limited Partnership ("Boston Financial"), a Massachusetts
limited  partnership.  George  Fantini,  Jr., a Vice  President  of the Managing
General Partner,  resigned his position effective June 30, 1995. Donna Gibson, a
Vice President of the Managing  General  Partner,  resigned from her position on
September 13, 1997. Georgia Murray resigned as Managing Director,  Treasurer and
Chief Financial Officer of the Managing General Partner on May 25, 1998. Fred N.
Pratt, Jr. resigned as Managing  Director of the Managing General Partner on May
28,  1998.  William E.  Haynsworth  resigned  as a Managing  Director  and Chief
Operating  Officer of the Managing  General Partner on March 23, 1999.  Peter G.
Fallon resigned as a Vice President of the General Partner on June 1, 1999.

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                         Managing Director and President
Michael H. Gladstone                 Managing Director, Vice President and Clerk
Randolph G. Hawthorne                Managing Director, Vice President and
                                       Chief Operating Officer
James D. Hart                        Chief Financial Officer and Treasurer
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 limited partner of Arch Street VII L.P.is Boston Financial.

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 43 graduated from Harvard University (B.A., 1976) and received
a Master's in Public Policy from Harvard's Kennedy School of Government in 1982.
Ms.  Netzer  joined  Boston  Financial  in 1987 and is a Senior  Vice  President
leading the  Institutional  Tax Credit Team.  She is also a member of the Senior
Leadership  Team.  Previously,  Ms. Netzer led Boston  Financial's  new business
initiatives  and  managed  the  firm's  Asset  Management  division,   which  is
responsible  for the  performance  of 750  properties  and providing  service to
35,000  investors.  Before  joining  Boston  Financial,  she was  Deputy  Budget
Director for the  Commonwealth of  Massachusetts,  where she was responsible for
the Commonwealth's  health care and public pension programs' budgets. Ms. Netzer
was also  Assistant  Controller at Yale  University and has been a member of the
Watertown Zoning Board of Appeals.

Michael H. Gladstone,  age 42, graduated from Emory University (B.A.,  1978) and
Cornell University (J.D.;  M.B.A.,  1982). Mr. Gladstone joined Boston Financial
in 1985, and is Vice President and General Counsel.  He is also a member of the
Senior  Leadership Team, the firm's Executive Committee. Prior to joining Boston
Financial,  Mr.  Gladstone was  associated  with the Boston law firm of Herrick
& Smith. Mr. Gladstone is on the Advisory  Board of the Housing and  Development
Reporter.  He is also a member of the Investment Program  Association,  The
National Realty Committee,  Cornell Real Estate Council,  National Housing
Conference, and the Massachusetts Bar.

<PAGE>

Randolph G.  Hawthorne,  age 49, is a graduate  of  Massachusetts  Institute  of
Technology (S.B., 1971) and Harvard Graduate School of Business (M.B.A.,  1973).
Mr.  Hawthorne joined Boston Financial in 1973 and is currently a Vice President
responsible for structuring and acquiring real estate  investments.  Previously,
Mr.  Hawthorne  served as Treasurer of Boston  Financial.  Mr. Hawthorne is Past
Chairman of the Board of the National  Multi Housing  Council,  having served on
the board  since  1989.  He is a past  president  of the  National  Housing  and
Rehabilitation  Association,  is a member of the Residential Development Council
of the Urban Land  Institute,  as well as a member of the Advisory  Board of the
Berkeley Real Estate  Center at the  University  of  California.  In addition to
speaking at industry conferences,  he is on the Editorial Advisory Boards of the
Tax Credit Advisor and Multi-Housing News.

James D. Hart,  age 41,  graduated  from  Trinity  College  (B.A.) and Amos Tuck
School at Dartmouth College  (M.B.A.).  Mr. Hart joined Boston Financial in 1998
and serves as Chief Financial  Officer and is a member of the Senior  Leadership
Team. Prior to joining Boston Financial, Mr. Hart was engaged in venture capital
management on behalf of institutional  investors,  including the negotiation and
structuring of private equity and mezzanine  transactions as a Vice President of
Interfid  Ltd.,  and later in the  operational  management  of a  venture-backed
software company,  as Managing Director and Chief Financial Officer of Bitstream
Inc. Mr. Hart has also served on the Board of  Directors  of several  companies,
including those that went on to complete initial public offerings.

Paul F. Coughlan,  age 55, is a graduate of Brown University  (A.B.,  1965). Mr.
Coughlan  joined  Boston  Financial  in 1975,  and is  currently  a Senior  Vice
President and a member of the Investment Management division with responsibility
for  marketing  institutional  investments.  Previously,  he was national  sales
manager for Boston  Financial's retail tax credit funds. Prior to joining Boston
Financial,  Mr.  Coughlan  was an  investment  broker  with Bache & Company  and
Reynolds Securities, Inc.

William E. Haynsworth,  age 59, is a graduate of Dartmouth College (A.B.,  1961)
and Harvard Law School (L.L.B.,  1964;  L.L.M.,  1969).  Mr.  Haynsworth  joined
Boston  Financial  in 1977 and is a Senior Vice  President  responsible  for the
structuring  of  real  estate   investments  and  the  acquisition  of  property
interests.  Prior  to  joining  Boston  Financial,  Mr.  Haynsworth  was  Acting
Executive  Director and General  Counsel of the  Massachusetts  Housing  Finance
Agency.  He was also the Director of  Non-Residential  Development of the Boston
Redevelopment  Authority and an associate of the law firm of Goodwin,  Procter &
Hoar.  Mr.  Haynsworth is a member of the  Executive  Committee and the Board of
Directors of the Affordable Housing Tax Credit Coalition.  He is a member of the
Senior  Leadership  Team,  the  firm's  Executive  Committee  and the  Board  of
Directors of Boston  Financial.  Mr. Haynsworth has over 25 years of real estate
experience.

Item 11.  Management Remuneration

Neither the directors or 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.


<PAGE>

Item 12.  Security Ownership of Certain Beneficial Owners and Management

As of March 31, 1999,  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.,  Boston  Financial,  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 is required to pay certain fees to and  reimburse  certain  expenses of
the Managing General Partner or its affiliates  (including  Boston Financial) 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  (including  Boston  Financial) 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, 1999,  1998, and 1997 are described below and in the sections of
the Prospectus  entitled "Estimated Use of Proceeds",  "Management  Compensation
and Fees" and  "Profits  and  Losses  for Tax  Purposes,  Tax  Credits  and Cash
Distributions." Such sections are incorporated herein by reference.

The Fund is permitted to enter into  transactions  involving  affiliates  of the
Managing  General  Partner,  subject to certain  limitations  established in the
Partnership Agreement.

Information  required  under this Item is contained  in Note 5 to the  Financial
Statements presented as a separate section of this Report. The affiliates of the
Managing   General   Partner  which  have  received  fee  payments  and  expense
reimbursements from the Fund are as follows:

<PAGE>

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
payments were made during the years ended March 31, 1999, 1998 and 1997.

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.
Payments made (refunds received) and expenses  reimbursed during the years ended
March 31, 1999, 1998 and 1997 are as follows:
                                       1999            1998             1997
                                   -------------    ------------  -------------

   Acquisition fees and expenses     $         -    $         -    $    (3,017)

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 .571% (as adjusted by the CPI factor) of Gross Proceeds  annually
as the Asset  Management Fee. Fees earned during the years ended March 31, 1999,
1998 and 1997 are as follows:

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

   Asset Management Fees          $     292,147    $    286,044     $    277,575


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 accrued
during the years ended March 31, 1999, 1998 and 1997 are as follows:

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

   Salaries and benefits
     expense reimbursements      $      92,108    $    108,845     $    115,310

<PAGE>

Property Management Fees

Upon construction  completion,  in August of 1994,  Lansing  Management  Company
("LMC"),  an affiliate of the Managing  General  Partner,  became the management
agent for Twin Oaks Meadows. The management fee charged to the property is equal
to 5% of the  property  gross  revenues.  Fees charged for the three years ended
December 31, 1998, 1997 and 1996 are as follows:
                                      1998             1997             1996
                                    --------------  --------------    ---------

Property Management Fees             $  23,058       $    19,530     $   19,215

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  made 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 Boston  Financial and its  affiliates  during the
years  ended  March  31,  1999,  1998  and  1997 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 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,
1999.

(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>





                                                           F-3
                                                         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          , 1999
           ------------------------------                 --------------------
           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          , 1999
           ------------------------------                 --------------------
           Randolph G. Hawthorne,
           Managing Director, Vice President and
           Chief Operating Officer



     By:   /s/Michael H. Gladstone             Date:       June         , 1999
           ------------------------------                  -------------------
           Michael H. Gladstone,
           A Managing Director

Item 8.  Financial Statements and Supplementary Data


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

              ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED MARCH 31, 1999
                                              INDEX


                                                                    Page No.


Report of Independent Accountants
   For the years ended March 31, 1999, 1998 and 1997                  F-2

Financial Statements

   Balance Sheets - March 31, 1999 and 1998                           F-3

   Statements of Operations - Years ended
     March 31, 1999, 1998, and 1997                                   F-4

   Statements of Changes in Partners' Equity (Deficiency) -
     Years ended March 31, 1999, 1998, and 1997                       F-5

   Statements of Cash Flows - Years ended
     March 31, 1999, 1998, and 1997                                   F-6

   Notes to Financial Statements                                      F-7

Financial Statement Schedule

   Schedule III - Real Estate and Accumulated
     Depreciation                                                     F-17


      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, 1999 and 1998, and the
results of its  operations and its cash flows for each of the three years in the
period ended March 31, 1999, in conformity  with generally  accepted  accounting
principles. 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 combined
financial  statements.   These  financial  statements  and  financial  statement
schedule  are  the   responsibility   of  the  Partnership's   management;   our
responsibility  is to  express  an opinion  on these  financial  statements  and
financial statement schedule based on our audits. We did not audit the financial
statements of certain local limited partnerships for which total assets of
$24,245,030 and $27,258,817, are included in these  financial  statements  as of
March 31, 1999 and 1998, respectively,  and  for  which  net  losses  of
$2,852,291, 3,325,494, and $2,967,826 are  included  in the accompanying
financial   statements  as  of  March  31,  1999, 1998, 1997, 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 statements
in accordance  with generally  accepted  auditing  standard,  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
examing,  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
June 18, 1999
Boston, Massachusetts


<PAGE>


        BOSTON FINANCIAL TAX CREDIT FUND VII, A LIMITED PARTNERSHIP


<TABLE>
<CAPTION>


                                                                        BALANCE SHEETS

                                                                    March 31, 1999 and 1998


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

Assets

<S>                                                                   <C>                 <C>
Cash and cash equivalents                                             $    114,347        $      375,168
Marketable securities, at fair value  (Note 3)                           3,020,272             3,106,645
Restricted cash (Note 4)                                                   266,031               252,555
Investments in Local Limited Partnerships (Note 4)                      25,341,905            28,387,876
Other assets                                                                37,349                36,064
                                                                      ------------        --------------
     Total Assets                                                     $ 28,779,904        $   32,158,308
                                                                      ============        ==============


Liabilities and Partners' Equity

Accounts payable to affiliates (Notes 4 and 5)                        $     72,014          $    309,172
Accounts payable and accrued expenses                                       68,778                63,932
                                                                      ------------          ------------
     Total Liabilities                                                     140,792               373,104
                                                                      ------------          ------------

Commitments (Note 6)

General, Initial and Investor Limited Partners' Equity                  28,628,826            31,779,079
Net unrealized gains on marketable securities                               10,286                 6,125
                                                                      ------------          ------------
     Total Partners' Equity                                             28,639,112            31,785,204
                                                                      ------------          ------------
     Total Liabilities and Partners' Equity                           $ 28,779,904          $ 32,158,308
                                                                      ============          ============
</TABLE>

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

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

                                                                   STATEMENTS OF OPERATIONS

                                                       For the Years Ended March 31, 1999, 1998 and 1997


                                                                1999             1998             1997
                                                            ------------    ------------      ------------
Revenue:
<S>                   <C>                                   <C>             <C>               <C>
     Investment (Note 3)                                    $    192,898    $    202,202      $    223,158
     Other                                                        63,368          51,983           177,191
                                                            ------------    ------------      ------------
        Total Revenue                                            256,266         254,185           400,349
                                                            ------------    ------------      ------------
Expenses:
     General and administrative expenses (includes
       reimbursements to an affiliate in the amounts of
       $92,108, $108,845 and $115,310 in 1999,
       1998 and 1997, respectively (Note 5))                     229,897         227,685           240,204
     Asset management fees, related party (Note 5)               292,147         286,044           277,575
     Amortization                                                 32,184          41,302            45,831
                                                            ------------    ------------      ------------
        Total Expenses                                           554,228         555,031           563,610
                                                            ------------    ------------      ------------

Loss before equity in losses of
   Local Limited Partnerships                                   (297,962)       (300,846)         (163,261)

Equity in losses of
   Local Limited Partnerships (Note 4)                        (2,852,291)     (3,325,494)       (2,967,826)
                                                            ------------    ------------      ------------

Net Loss                                                    $ (3,150,253)   $ (3,626,340)     $(3,131,087)
                                                            ============    ============      ===========

Net Loss allocated:
     General Partners                                       $    (31,503)   $    (36,263)     $    (31,311)
     Limited Partners                                         (3,118,750)     (3,590,077)       (3,099,776)
                                                            ------------    ------------      ------------
                                                            $ (3,150,253)   $ (3,626,340)     $ (3,131,087)
                                                            ============    ============      ============

Net Loss per Limited Partnership Unit
     (50,930 Units)                                         $    (61.24)    $     (70.49)     $     (60.86)
                                                            ===========     ============      ============

</TABLE>

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

<PAGE>

<TABLE>
<CAPTION>

                                          BOSTON FINANCIAL TAX CREDIT FUND VII, A LIMITED PARTNERSHIP
                                           STATEMENTS OF CHANGES IN PARTNERS' EQUITY (DEFICIENCY)

                                                         For the Years Ended March 31, 1999, 1998 and 1997


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

<S>                                   <C>            <C>          <C>               <C>            <C>
Balance at March 31, 1996             $   (58,956)   $   5,000    $    38,590,462   $   (20,881)   $  38,515,625
                                      -----------    ---------    ---------------   -----------    -------------

Comprehensive Loss:
   Change in net unrealized losses
     on marketable securities
     available for sale (Note 3)                -            -                 -        (29,211)         (29,211)
   Net Loss                               (31,311)           -        (3,099,776)             -       (3,131,087)
                                      -----------    ---------    --------------    -----------    -------------
Comprehensive Loss                        (31,311)           -        (3,099,776)       (29,211)      (3,160,298)
                                      -----------    ---------    --------------    -----------    -------------

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 (Note 3)                -            -                 -         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 (Note 3)                -            -                 -          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
                                      ===========    =========    ==============    ===========    =============

</TABLE>

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


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

                                                                   STATEMENTS OF CASH FLOWS

                                                       For the Years Ended March 31, 1999, 1998 and 1997

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

Cash flows from operating activities:
<S>                                                     <C>                <C>               <C>
   Net Loss                                             $   (3,150,253)    $  (3,626,340)    $  (3,131,087)
   Adjustments to reconcile net loss
     to net cash used for operating activities:
     Equity in losses of Local Limited Partnerships          2,852,291         3,325,494         2,967,826
     Amortization                                               32,184            41,302            45,831
     (Gain) loss on sales and maturities of marketable
       securities                                               (2,518)            1,778             6,034
     Increase (decrease) in cash arising from
     changes in operating assets and liabilities:
         Restricted cash                                       (13,476)          (13,400)          (11,835)
         Other assets                                           (1,285)            3,492            (9,613)
         Accounts payable to affiliates                       (237,158)            4,790            91,407
         Accounts payable and accrued expenses                   4,846            28,992           (31,477)
                                                        --------------     -------------     -------------
Net cash used for operating activities                        (515,369)         (233,892)          (72,914)
                                                        --------------     -------------     -------------

Cash flows from investing activities:
   Purchases of marketable securities                       (2,071,201)       (2,295,469)      (1,194,741)
   Proceeds from sales and maturities
     of marketable securities                                2,164,253         2,484,207        1,773,894
   Investments in Local Limited Partnerships                   (20,000)          (99,191)        (663,227)
   Cash distributions received from Local
     Limited Partnerships                                      181,496           145,784          192,855
   Reimbursement of acquisition expenses                             -                 -            3,017
                                                        --------------     -------------     ------------
Net cash provided by investing activities                      254,548           235,331          111,798
                                                        --------------     -------------     ------------

Net increase (decrease) in cash and cash equivalents          (260,821)            1,439           38,884

Cash and cash equivalents, beginning of period                 375,168           373,729          334,845
                                                        --------------     -------------     ------------

Cash and cash equivalents, end of period                $      114,347     $     375,168     $    373,729
                                                        ==============     =============     ============
</TABLE>

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


<PAGE>

  BOSTON FINANCIAL TAX CREDIT FUND VII, A LIMITED PARTNERSHIP

                    NOTES TO 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 The Boston  Financial
Group  Limited  Partnership,   a  Massachusetts   limited  partnership  ("Boston
Financial"). 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,  1999,  the  Managing
General Partner has designated approximately $2,397,000 of marketable securities
as such Reserve.




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

               NOTES TO 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 a majority  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 for cash distributions from
the Local  Limited  Partnerships.  Equity in income or loss of the Local Limited
Partnerships  is included  currently 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
Partnership  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, 1998, 1997 and 1996.

Use of Estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting principles 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>
 BOSTON FINANCIAL TAX CREDIT FUND VII, A LIMITED PARTNERSHIP

    NOTES TO 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.

Reclassifications

Certain amounts in the prior years' financial  statements have been reclassified
herein to conform to the current year presentation.

Effect of recently issued Accounting Standard

The Financial  Accounting Standards Board recently issued Statement of Financial
Accounting  Standards  No. 130,  Reporting  Comprehensive  Income.  The standard
requires that changes in comprehensive  income be shown in a financial statement
that is displayed with the same  prominence as other financial  statements.  The
standard is effective for fiscal years  beginning  after  December 15, 1997. The
Fund adopted the new standard  effective  April 1, 1998 and its adoption did not
have a  significant  effect on the  Fund's  financial  position  or  results  of
operations.  The only  component of the Fund's other  accumulated  comprehensive
income is net unrealized gains and losses on marketable securities.

In accordance with Financial  Accounting  Standard No. 121,  "Accounting for the
Impairment of Long-Lived  Assets and for  Long-Lived  Assets to Be Disposed Of",
which is effective for fiscal years  beginning after December 15, 1996, the Fund
has  implemented  policies and practices  for  assessing  impairment of its real
estate  assets and  investments  in Local  Limited  Partnerships.  Each asset is
analyzed by real estate experts to determine if an impairment  indicator exists.
If so, the  carrying  value is  compared to the  undiscounted  future cash flows
expected to be derived from the asset and, if there is a significant  impairment
in value,  a  provision  to write  down the asset to fair  value will be charged
against income.







<PAGE>
<TABLE>
<CAPTION>

                                             BOSTON FINANCIAL TAX CREDIT FUND VII, A LIMITED PARTNERSHIP



                                                           NOTES TO FINANCIAL STATEMENTS (Continued)


3.   Marketable Securities

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                                $ 2,372,929       $  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
                                               ===========       ========     ==========     ===========

Debt securities issued by
   the US Treasury and other
   US government corporations
   and agencies                                $ 2,134,048       $  3,693     $   (2,328)    $ 2,135,413

Mortgage backed securities                         966,472          4,760              -         971,232
                                               -----------       --------     ----------     -----------

Marketable securities at
   March 31, 1998                              $ 3,100,520       $  8,453     $   (2,328)    $ 3,106,645
                                               ===========       ========     ==========     ===========
</TABLE>

The contractual maturities at March 31, 1999 are as follows:
<TABLE>
<CAPTION>
                                                                                                Fair
                                                                      Cost                      Value

<S>                                                              <C>                        <C>
Due in less than one year                                        $    900,225               $    903,478
Due in one to five years                                            1,472,704                  1,472,398
Mortgage backed securities                                            637,057                    644,396
                                                                 ------------               ------------
                                                                 $  3,009,986               $  3,020,272
                                                                 ============               ============
</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  $501,000,
$1,275,000 and $802,000  during the fiscal years ended March 31, 1999,  1998 and
1997,  respectively.  Proceeds from the maturities of marketable securities were
approximately $1,663,000,  $1,209,000 and $972,000 during the fiscal years ended
March 31, 1999, 1998 and 1997,  respectively.  Included in investment income are
gross gains of $3,891,  $5,672 and $1,110 and gross losses of $1,373, $7,450 and
$7,144 that were  realized on the sales  during the fiscal years ended March 31,
1999, 1998 and 1997, respectively.

4.   Investments in Local Limited Partnerships

The Fund has acquired  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,  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.


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

                        NOTES TO FINANCIAL STATEMENTS (Continued)


4.  Investments in Local Limited Partnerships (continued)

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

                                                                     1999              1998             1997
                                                                -------------     -------------    -------------
Capital Contributions paid to Local Limited
   Partnerships and purchase price paid to
   withdrawing partners of Local Limited
<S>                                                             <C>               <C>              <C>
   Partnerships                                                 $  39,309,152     $  39,289,152    $  39,189,961

Cumulative equity in losses of Local Limited Partnerships
   (excluding unrecognized losses of $663,782 in 1999)            (14,443,839)      (11,591,548)      (8,266,054)

Cash distributions received from Local Limited Partnerships          (620,283)         (438,787)        (293,003)
                                                                -------------     -------------    -------------

Investments in Local Limited Partnerships before adjustments       24,245,030        27,258,817       30,630,904

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         (155,463)         (123,279)         (91,144)
                                                                -------------     -------------    -------------

Investments in Local Limited Partnerships                       $  25,341,905     $  28,387,876    $  31,792,098
                                                                =============     =============    =============
</TABLE>

Summarized financial  information as of December 31, 1998, 1997 and 1996 (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>

                                                     1998                1997                1996
                                                --------------    ----------------    ---------------

Assets:
<S>                                            <C>                <C>                 <C>
   Investment property, net                    $    91,081,027    $     94,703,692    $    98,519,189
   Current assets                                    3,171,778           2,798,228          3,275,453
   Other assets                                      4,168,082           4,068,904          4,260,927
                                               ---------------    ----------------    ---------------
       Total Assets                            $    98,420,887    $    101,570,824    $   106,055,569
                                               ===============    ================    ===============

Liabilities and Partners' Equity:
   Current liabilities (includes current
     portion of long term debt)                $     5,290,635    $      4,083,692    $     3,554,946
   Long-term debt                                   57,915,772          58,686,199         59,302,789
   Other debt                                        3,123,544           2,876,908          3,475,208
                                               ---------------    ----------------    ---------------
       Total Liabilities                            66,329,951          65,646,799         66,332,943

Fund's Equity                                       23,639,697          27,000,331         30,144,694
Other Partners' Equity                               8,451,239           8,923,694          9,577,932
                                               ---------------    ----------------    ---------------
       Total Liabilities and Partners' Equity  $    98,420,887    $    101,570,824    $   106,055,569
                                               ===============    ================    ===============

</TABLE>

<PAGE>

         BOSTON FINANCIAL TAX CREDIT FUND VII, A LIMITED PARTNERSHIP


                NOTES TO FINANCIAL STATEMENTS (Continued)


4.   Investments in Local Limited Partnerships (continued)

Summarized Statements of Operations-
for the years ended December 31,
<TABLE>
<CAPTION>
                                                               1998                  1997                  1996
                                                           -------------         -------------         ------------

<S>                                                        <C>                   <C>                   <C>
Rental and other revenue                                   $  12,162,713         $  12,245,232         $ 12,310,800
                                                           -------------         -------------         ------------

Expenses:
   Operating                                                   6,684,290             6,745,745            6,189,975
   Interest                                                    5,034,525             5,030,571            5,112,085
   Depreciation and amortization                               4,140,576             4,282,140            4,404,662
                                                           -------------         -------------         ------------
       Total Expenses                                         15,859,391            16,058,456           15,706,722
                                                           -------------         -------------         ------------

Net loss                                                   $  (3,696,678)        $  (3,813,224)        $ (3,395,922)
                                                           =============         =============         ============

Fund's share of Net Loss                                   $  (3,377,770)        $  (3,463,794)        $ (2,967,826)
                                                           =============         =============         ============
Other partners' share of Net Loss                          $    (318,908)        $    (349,430)        $   (428,096)
                                                           =============         =============         ============
</TABLE>

For the  years  ended  March  31,  1999 and  1998,  the Fund has not  recognized
$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.

The Fund's equity as reflected by the Local Limited  Partnerships of $23,639,697
differs  from the  Fund's  Investments  in  Local  Limited  Partnerships  before
adjustment of $24,245,030  principally because: a) capital contributions made by
the  Fund  and held in escrow by the Local Limited  Partnerships  are not
currently  reflected in the equity of the Local Limited  Partnerships and b) the
Fund has not  recognized  $663,782  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,  1999 and 1998,
$13,476 and $27,297,  respectively,  of interest is included in accounts payable
to an affiliate.

5.   Transactions with Affiliates

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.  As  of  March  31,  1999,  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  expenses 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.  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.

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 6.0% of Gross Proceeds.  Acquisition expenses totaled 1.5% of Gross
Proceeds. Acquisition fees totaling $3,055,800 have been paid to an affiliate of
the  Managing  General  Partner  for the  closing  of the Fund's  Local  Limited
Partnership Investments.


<PAGE>

            BOSTON FINANCIAL TAX CREDIT FUND VII, A LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS (Continued)


5.  Transactions with Affiliates (continued)

Approximately  $2,567,000 of these fees are classified as capital  contributions
to Local Limited Partnerships in Note 4 to the Financial Statements. Acquisition
expenses  totaling $763,950 have been reimbursed to an affiliate of the Managing
General Partner.

An affiliate of the Managing  General  Partner  receives a base amount of 0.571%
(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 $292,147,  $286,044 and $277,575 have been included in expenses for the years
ended March 31, 1999, 1998, and 1997 respectively.  Included in accounts payable
to  affiliates is $13,332 and $266,198 for Asset  Management  Fees for March 31,
1999 and 1998, 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, 1999, 1998 and 1997 is $92,108,  $108,845
and $115,310  respectively,  that the Fund has paid or accrued for reimbursement
for  salaries  and  benefits.  The amounts  payable for salaries and benefits at
March 31, 1999 and 1998 totaled $17,909 and $15,677, respectively.

Upon  construction  completion  in August of 1994,  Lansing  Management  Company
("LMC"),  an affiliate of the Managing  General  Partner,  became the management
agent for Twin Oaks Meadows. The management fee charged to the property is equal
to 5% of the property  gross  revenues.  Included in  operating  expenses of the
summarized income  statements in Note 4 to the Financial  Statements is $23,058,
$19,530 and $19,215 of property  management  fees at December 31, 1998, 1997 and
1996, respectively.

6.   Commitments

At March 31, 1999, 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  $638,000. In addition,  the Fund has set aside $217,000 for
future capital contributions to one Local Limited Partnership.


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

                   NOTES TO FINANCIAL STATEMENTS (Continued)

7.   Federal Income Taxes

A  reconciliation  of the loss  reported in the  Statements  of  Operations  for
the fiscal years ended March 31, 1999,  1998 and 1997 to the loss reported for
federal income tax purposes for the years ended December 31, 1998, 1997 and 1996
is as follows:
<TABLE>
<CAPTION>

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

<S>                                                           <C>            <C>               <C>
Net Loss per Statements of Operations                         $ (3,150,253)  $ (3,626,340)     $ (3,131,087)

   Adjustment to reflect March 31, fiscal year-end
     to December 31, tax year end                                  (28,066)       112,520          (121,888)

   Adjustment for equity in losses of Local Limited
     Partnerships  for financial reporting purposes over
    (under) equity in losses for  tax purposes                    (578,587)    (1,768,498)          839,370

   Adjustment for amortization for financial reporting
     purposes under amortization for tax purposes                  (13,356)       (13,405)           (9,709)

   Related party expenses not paid at December 31,
     not deductible for tax purposes                               259,031        193,445           262,410

   Related party expenses paid in current year
     but expensed for financial reporting purposes
     in prior year                                                (193,445)      (262,410)         (199,758)

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

Net Loss for federal income tax purposes                      $ (3,704,676)  $ (5,364,688)     $ (2,360,662)
                                                              ============   ============      ============
</TABLE>

The  differences  in the  assets  and  liabilities  of the  Fund  for  financial
reporting  purposes  and tax  reporting  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 loss from
Local  Limited   Partnerships  for  tax  reporting   purposes  is  approximately
$2,633,000   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  amortization of acquisition  fees for tax return 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

<PAGE>

 BOSTON FINANCIAL TAX CREDIT FUND VII, A LIMITED PARTNERSHIP

     NOTES TO FINANCIAL STATEMENTS (Continued)


7.   Federal Income Taxes (continued)

$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.

The  differences  in the  assets  and  liabilities  of the  Fund  for  financial
reporting purposes and tax purposes as of March 31, 1998 are as follows:
<TABLE>
<CAPTION>

                                                      Financial                  Tax
                                                      Reporting               Reporting
                                                      Purposes                Purposes          Differences

<S>                                                <C>                     <C>                 <C>
Investments in Local Limited Partnerships          $  28,387,876           $  26,329,967       $   2,057,909
                                                   =============           =============       =============
Other assets                                       $   3,770,432           $  10,039,583       $  (6,269,151)
                                                   =============           =============       =============
Liabilities                                        $     373,104           $      78,560       $     294,544
                                                   =============           =============       =============
</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
$2,044,000   greater   than  for   financial   reporting   purposes,   including
approximately  $138,000  of losses the Fund has not  recognized  relating to one
Local Limited  Partnership  whose cumulative equity in losses exceeded its total
investment;  (ii) the  amortization of acquisition  fees for tax return purposes
exceeds   financial   reporting   purposes  by  approximately   $24,000;   (iii)
approximately  $10,000  of  cash  distributions   received  from  Local  Limited
Partnerships during the year ended March 31, 1998 are not included in the Fund's
Investments in Local Limited  Partnerships  for tax return  purposes at December
31, 1997; (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  $67,000
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, 1999





                           COST OF INTEREST AT ACQUISITION DATE
        -----------------------------------------------------------------------
<TABLE>

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

Low and Moderate
   Income Apartment Complexes

Oak Ridge Apartments               152      $4,084,506         $727,440           $583,725           $5,747,887      $727,440
  Macon, GA
Santa Fe Oaks Phase II             129       3,694,584          382,394            642,179            6,013,289       382,394
  Gainesville, FL
Andrew's Pointe                     57       2,315,118           95,000          3,430,523               64,506        98,994
  Burnsville, MN
Palo Verde II                       60       1,085,787          148,858          2,537,261               11,579       148,858
  Henderson, NY
Woods Lane                         156       3,321,606          312,000          5,817,580               41,652       312,000
  Rogers, AR
Crafton Place                       84       1,660,814          126,001          3,083,929                1,600       126,001
  Fayetteville, AR
Guardian Place                     120       2,961,134          677,786          1,838,034            2,972,628       677,786
  Richmond, VA
Twin Oaks Meadows                   63       1,902,848                0            720,394            2,529,371       307,264
  Lansing, MI
Sunrise Terrace                     52       1,043,200          149,959          2,719,607                    0       149,959
  Madera,CA
Wynmor                             324       5,753,086          324,000          6,553,123            9,288,165     1,247,952
  Brooklyn Park, MN
Citrus Glen                        176       5,411,759          500,000            759,632            9,226,242            10
  Orlando, FL
St. Andrews Pointe                 150       4,630,091          491,634          7,349,439              815,817       491,634
  Columbia, SC
Des Moines Street Village           42       1,702,609          300,000          2,223,447              499,047       303,451
  Des Moines, IA
Fountain Lakes                     180       4,177,746          357,800          4,057,935            2,901,615       357,800
  Benton, AR
Fairhaven Manor                     40         939,706          176,182          2,043,351                5,681       176,182
  Burlington, WA
Grand Boulevard                     30       1,912,672           25,580          1,570,044            1,349,102        31,580
  Chicago, IL
Los Claveles II                    180       6,347,166          335,000          6,842,254              157,221       335,000
  Trujilio Alto, PR
Harford Commons                     30       1,736,092           28,000          2,680,017               41,003        28,000
  Baltimore, MD
Springwood (2)                     113       3,894,649          296,280          2,937,028            4,257,987       296,280
  Tallahassee, FL

                             =================================================================================================
               Totals            2,138     $58,575,173       $5,453,914        $58,389,502          $45,924,392    $6,198,585
                             =================================================================================================

</TABLE>


<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, 1999
                               GROSS AMOUNT AT WHICH CARRIED AT DECEMBER 31,
                                                   1998
                             --------------------------------------------------
 <TABLE>
                                                                                                LIFE ON
                                                                                                   WHICH
                                BUILDINGS                                                      DEPRECIATION
                                   AND                          ACCUMULATED       DATE          IS COMPUTED           DATE
DESCRIPTION                    IMPROVEMENTS       TOTAL        DEPRECIATION      BUILT            (YEARS)           ACQUIRED
-----------                    ------------       -----        ------------      -----            -------           --------
<S>                                <C>            <C>              <C>          <C>          <C>                   <C>


Low and Moderate
   Income Apartment Complexes

Oak Ridge Apartments               $6,331,612     $7,059,052        $1,390,070    8/93            10 & 30           12/31/92
  Macon, GA
Santa Fe Oaks Phase II              6,655,468      7,037,862         1,445,765    5/93            10 & 30           12/31/92
  Gainesville, FL
Andrew's Pointe                     3,491,035      3,590,029           680,497   12/93           7 & 27.5           04/13/92
  Burnsville, MN
Palo Verde II                       2,548,840      2,697,698           418,084   10/93           5 - 27.5           05/19/93
  Henderson, NY
Woods Lane                          5,859,232      6,171,232         1,200,904    7/93           7 & 27.5           07/30/93
  Rogers, AR
Crafton Place                       3,085,529      3,211,530           642,754    7/93           7 & 27.5           07/30/93
  Fayetteville, AR
Guardian Place                      4,810,662      5,488,448           733,904    8/94            5 - 40            10/07/93
  Richmond, VA
Twin Oaks Meadows                   2,942,501      3,249,765           671,844    8/94         useful lives         10/29/93
  Lansing, MI
Sunrise Terrace                     2,719,607      2,869,566           490,283   11/93         useful lives         11/24/93
  Madera,CA
Wynmor                             14,917,336     16,165,288         2,772,497    9/94          7, 15, & 30         12/22/93
  Brooklyn Park, MN
Citrus Glen                        10,485,864     10,485,874         1,833,380    9/94           5 - 27.5           12/30/93
  Orlando, FL
St. Andrews Pointe                  8,165,256      8,656,890         1,351,485    8/94            10 & 30           01/05/94
  Columbia, SC
Des Moines Street Village           2,719,043      3,022,494           293,236    4/95         useful lives         01/31/94
  Des Moines, IA
Fountain Lakes                      6,959,550      7,317,350         1,326,919    1/94           7 - 27.5           02/02/94
  Benton, AR
Fairhaven Manor                     2,049,032      2,225,214           294,690    2/94          5 - 7 & 40          03/08/94
  Burlington, WA
Grand Boulevard                     2,913,146      2,944,726           338,078    7/95         useful lives         08/03/94
  Chicago, IL
Los Claveles II                     6,999,475      7,334,475           934,890    8/94            8 & 40            08/31/94
  Trujilio Alto, PR
Harford Commons                     2,721,020      2,749,020           292,088   12/95         useful lives          2/28/95
  Baltimore, MD
Springwood (2)                      7,195,015      7,491,295         1,575,413    8/95         useful lives         12/31/94
  Tallahassee, FL

                             ==================================================
               Totals            $103,569,223   $109,767,808       $18,686,781
                             ==================================================
</TABLE>


<PAGE>



(1) Total  aggregate  cost for  Federal  Income Tax  purposes  is  approximately
$110,701,000.  (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>

<TABLE>


Summary of property owned and accumulated depreciation:
<S>                        <C>                <C>                <C>                                <C>


Property Owned December 31, 1998                                  Accumulated Depreciation December 31, 1998
-------------------------------------------------------------     -----------------------------------------------
Balance at beginning of period                  $109,472,326      Balance at beginning of period     $14,768,634
                                              ===============
  Additions during                                                  Additions during period:
period:
                                                                       Depreciation                    3,918,147
                                                                                                   --------------
     Acquisitions                     287,005                     Balance at close of period         $18,686,781
                                                                                                   ==============
     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 period     $10,724,040
  Additions during                                                  Additions during period:
period:
                                                                       Depreciation                    4,044,594
                                                                                                   --------------
     Acquisitions                     175,171                     Balance at close of period         $14,768,634
                                                                                                   ==============
     Improvements etc.                 53,926
                          --------------------
                                                     229,097
  Deductions during
period:

Disposition of real                         0
estate
                          --------------------
                                                           0
                                              ---------------
Balance at close of                             $109,472,326
period
                                              ===============



Property Owned December 31, 1996                                  Accumulated Depreciation December 31, 1996
-------------------------------------------------------------     -----------------------------------------------
Balance at beginning of period                  $110,075,465      Balance at beginning of period      $6,540,475
  Additions during                                                  Additions during period:
period:
                                                                       Depreciation                    4,183,565
                                                                                                   --------------
     Acquisitions                           0                     Balance at close of period         $10,724,040
                                                                                                   ==============
     Improvements etc.                155,579
                          --------------------
                                                     155,579
  Deductions during
period:

  Reduction of building due to developer
     fee write off                  (987,430)
  Disposition of real                   (385)
estate
                          --------------------
                                                   (987,815)
                                              ---------------
Balance at close of                             $109,243,229
period
                                              ===============
</TABLE>
<PAGE>


       BOSTON FINANCIAL TAX CREDIT FUND VII
              (A Limited Partnership)

             Annual Report on form 10-K
           For The Year Ended March 31, 1999
            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, 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>
[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, 1997 and 1996, 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
misstatements. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management, as well as evaluating the overall financial statements presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the  financial  position of  Springwood  Apartments,  A
Limited  Partnership  as of  December  31,  1997 and 1996 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 16, 1998

<PAGE>

[Letterhead]
[LOGO]
KPMG Peat Marwick LLP
Atlanta, GA

           Independent Auditors Report

The Partners
Springwood Apartments,
A Limited Partnership:


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

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

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

/s/ KPMG Peat Marwick LLP
February 7, 1997

<PAGE>

BHP/HARFORD

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

INDEPENDENT AUDITOR'S REPORT

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


We have audited the  accompanying  balance sheet of BHP/Harford  Commons Limited
Partnership  as of December 31, 1998,  and the related  statements of profit and
loss (on HUD Form No. 92410),  partners' equity and cash flows for the year then
ended.  These financial  statements are the  responsibility of the Partnership's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audit.

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

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

    Our  audit was made for the  purpose  of  forming  an  opinion  on the basic
financial statements taken as a whole. The supplemental  information on pages 20
through  25 is  presented  for  purposes  of  additional  analysis  and is not a
required  part of the basic  financial  statements.  Such  information  has been
subjected to the audit  procedures  applied in the audit of the basic  financial
statements  and, in our opinion,  is fairly  stated in all material  respects in
relation to the basic financial statements taken as a whole.

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

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

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

<PAGE<

[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>

[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, 1996,  and the related  statements of profit and
loss (on HUD Form No. 92410),  partners' equity and cash flows for the year then
ended.  These financial  statements are the  responsibility of the Partnership's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of BHP/Harford  Commons Limited
Partnership as of December 31, 1996, 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 19
through  31 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 28, 1997, on
our consideration of BHP/Harford Commons Limited Partnership's  internal control
structure and on its  compliance  with specific  requirements  applicable to CDA
programs,  affirmative fair housing, and laws and regulations  applicable to the
financial statements.

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

Baltimore, Maryland
February 28, 1997

Audit Principal: William T. Riley, Jr.

<PAGE>

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

INDEPENDENT AUDITORS' REPORT

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


    We have audited the  accompanying  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, 1997 and 1996,  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, 1997 and 1996, 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.  <PAGE>  In
accordance  with  Government  Auditing  Standards,  we have also issued a report
dated February 10,1998,  on our consideration of the projects'  internal control
structure and a report dated February 10, 1998, on its compliance  with laws and
regulations.

/s/ Kevane, Peterson, Soto & Pasarell
San Juan, Puerto Rico
February 10, 1998,

<PAGE>

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


INDEPENDENT AUDITORS' REPORT

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


    We have audited the  accompanying  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, 1996 and 1995,  and the related  statements  of
loss, changes in partners' equity and cash flows for the years then ended. These
financial statements are the responsibility of the Partnership's management. Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

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

Our audit  were  conducted  for the  purpose  of forming an opinion on the basic
financial  statements taken as a whole.  The supplemental  data included in this
report  (shown  as  Exhibits  A  though  H) are  presented  for the  purpose  of
additional  analysis  and  are  not a  required  part  of  the  basic  financial
statements of HUD Project No. RQ46-E-005-19. Such information has been subjected
to  the  auditing  procedures  applied  in the  audit  of  the  basic  financial
statements,  and in our opinion,  is fairly  stated in all material  respects in
relation  to  the  basic  financial  statements  taken  as a  whole.  <PAGE>  In
accordance  with  Government  Auditing  Standards,  we have also issued a report
dated February 5,1997,  on our  consideration of the projects'  internal control
structure and a report dated February 5, 1997, on its  compliance  with laws and
regulations.

/s/ Kevane, Peterson, Soto & Pasarell
San Juan, Puerto Rico
February 5, 1997,

<PAGE>

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>

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

We conducted our audit in accordance with generally accepted auditing standards.
These standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial 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, 1997, and the results of its operations
and its cash flows for the year then ended in conformity with generally accepted
accounting principles.

The  accompanying  supplementary  information  shown on Page 15 is presented for
purposes  of  additional  analysis  and  is not a  required  part  of the  basic
financial  statements.  Such  information  has been  subjected  to the  auditing
procedures  applied in the audit of the basic financial  statements,  and in our
opinion,  is fairly stated in all material respects in relation to the financial
statements taken as a whole.

/s/ Haran & Associates LTD
HARAN & ASSOCIATES LTD
Certified Public Accountants
Wilmette, Illinois
Illinois Certificate No. 060-002892
Employer Identification No. 36-3097692
January 21, 1998

<PAGE>

[Letterhead]
[LOGO]
Haran & Associates Ltd
Certified Public Accountants

INDEPENDENT AUDITORS' REPORT

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

We have audited the accompanying balance sheet of GRAND BOULEVARD  RENAISSANCE I
LIMITED  PARTNERSHIP,  (a Limited  Partnership) as of December 31, 1996, and the
related statements of profit and loss, changes in partners' equity and statement
of cash  flows for the year  then  ended.  These  financial  statements  are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audit.

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

The  accompanying  supplementary  information  shown on Page 15 is presented for
purposes  of  additional  analysis  and  is not a  required  part  of the  basic
financial  statements.  Such  information  has been  subjected  to the  auditing
procedures  applied in the audit of the basic financial  statements,  and in our
opinion,  is fairly stated in all material respects in relation to the financial
statements taken as a whole.

/s/ Haran & Associates LTD
HARAN & ASSOCIATES LTD
Certified Public Accountants
Wilmette, Illinois
Illinois Certificate No. 060-002892
Employer Identification No. 36-3097692
January 21, 1997

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

/s/ Hoekstra & Hoekstra
Mount Vernon, Washington               Hoekstra & Hoekstra
February 6, 1998                             Certified Public Accountants

<PAGE>

[Letterhead]

[LOGO]
Hoekstra & Hoekstra
Certified Public Accountants

To the Partners of
Fairhaven Manor Limited Partnership

We have  audited the  accompanying  balance  sheet of  Fairhaven  Manor  Limited
Partnership  as of December  31,  1996,  and the related  statements  of income,
changes  in  partners'  equity  and cash  flows for the year then  ended.  These
financial  statements are the responsibility of the  Organization's  management.
Our responsibility is to express an opinion on these financial  statements based
on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
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, 1996,  and the results of its operations for the
year then ended in conformity with generally accepted accounting principles.

Our audit was  conducted  for the  purpose  of  forming  an opinion on the basic
financial statements taken as a whole. The schedule of supplementary information
on page 14 is presented for the 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
February 2, 1997                             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, 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>

[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, 1997 and 1996,  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 Fountain  Lakes,  A Limited
Partnership  as of December 31, 1997 and 1996, 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
January 26, 1998

<PAGE>

[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, 1996 and 1995,  and the related  statements  of
income,  partners'  capital  and cash  flows for the  years  then  ended.  These
financial statements are the responsibility of the Partnership's management. Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

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

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

/s/Rick J. Tanneberger
Rick J. Tanneberger
Certified Public Accountant
Fayetteville, AR
February 13, 1997

<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>

[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, 1997 and 1996, 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, 1997 and 1996,  and the  results of its  operations,
changes in its partners' capital and its cash flows for the years then ended, in
conformity with generally accepted accounting principles.

/S/ Vroman, McGowen, Hurst, Clark & Smith, P.C.
Des Moines, Iowa
January 31, 1998

<PAGE>

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

INDEPENDENT AUDITOR'S REPORT

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

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

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

/S/ Vroman, McGowen, Hurst, Clark & Smith, P.C.
Des Moines, Iowa
January 31, 1997

<PAGE>

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>

[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, 1997 and 1996,  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, 1997 and 1996, 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 16, 1998

<PAGE>

[Letterhead]
[LOGO]
KPMG Peat Marwick LLP
Atlanta, GA

Independent Auditor's Report

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

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

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

/s/ KPMG Peat Marwick LLP
February 7, 1997
<PAGE>

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>
[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,  1996,  and the  related
statements  of  operations,  partners'  equity  and cash flows for the year then
ended.  These financial  statements are the  responsibility of the partnership's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audit.

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

/s/ Deloitte & Touche LLP
January 24, 1997

<PAGE>

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>

[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, 1997 and 1996,  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, 1997 and 1996, 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 3, 1998

<PAGE>

[Letterhead]
[LOGO]
MAHONEY
ULBRICH
CHRISTIANSEN
RUSS P.A.

To the Partners
Eden Park Limited Partnership
Saint Paul, Minnesota


INDEPENDENT AUDITOR'S REPORT


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

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit  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, 1996 and 1995, and the results of its operations and its cash
flows for the years then ended in conformity with generally accepted  accounting
principles.

/s/Mahoney Ulbrich
Christiansen Russ P.A.
Saint Paul, Minnesota
January 24, 1997

<PAGE>

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>

[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,  1997,  and the related  statements  of
operations, changes in partners' capital and cash flows for the year 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.  The  financial  statements  of Madera  Sunrise  Terrace  Limited
Partnership  for the year ended December 31, 1996 were audited by other auditors
whose report,  dated January 25, 1997 expressed an unqualified  opinion on those
statements

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

In our opinion,  the 1997 financial statements referred to above present fairly,
in all material  respects,  the  financial  position of Madera  Sunrise  Terrace
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/Reznick Fedder & Silverman
January 15, 1998

<PAGE>

[Letterhead]
[LOGO]
NOVOGRADAC
& COMPANY

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, 1996 and 1995, and the related statements
of  operations,  changes in partners'  capital and cash flows for the years then
ended.  These financial  statements are the  responsibility of  thePartnership'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 Madera Sunrise Terrace Limited
Partnership  as of December 31, 1996 and 1995, and the results of its operations
and its cash flows for the year then ended in conformity with generally accepted
accounting principles.

/s/Novogradac & Company LLP
Madera, CA
January 25, 1997


<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 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, 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>

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

Independent Auditors Report
January 26, 1998

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,  1997 and 1996,  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, 1997 and
1996,  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  additional  information
on (pages 15 to 18) is presented for the purposes of additional  analysis and is
not a required part of the basic financial statements. Such information has been
subjected to the auditing procedures applied in the audit of the basic financial
statements,  and in our opinion,  is fairly  stated in all material  respects in
relation to the basic financial statements taken as a whole.

In accordance with Government Auditing  Standards,  we have also issued a report
dated  January 26,  1998,  on our  consideration  of Twin Oaks  Meadows  Limited
Dividend Housing  Association Limited  Partnership's  internal control structure
and  a  report  dated  January  26,  1998,  on  its  compliance  with  laws  and
regulations.

/s/Kirschner Hutton Perlin, P.C.

<PAGE>

[Letterhead]

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

Independent Auditors Report
January 30, 1997

Partners
Twin Oaks Meadows Limited Dividend Housing
Association Limited Partnership


We have audited the  accompanying  balance  sheet of Twin Oaks  Meadows  Limited
Dividend Housing Association Limited  Partnership,  MSHDA Project No. 915, as of
December  31,  1996 and 1995,  and the  related  statements  of profit and loss,
partners'  equity  and cash  flows for the years  then  ended.  These  financial
statements  are  the  responsibility  of  the  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  misstatements.  An audit includes examining, on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  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, 1996 and
1995,  and the results of its  operations  and its cash flows for the years then
ended in conformity with generally accepted accounting principles.

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

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

/s/Kirschner Hutton Perlin, P.C.

<PAGE>

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>

[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, 1997 and 1996,  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, 1997 and 1996, 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 20, 1998

<PAGE>

[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, 1996 and 1995,  and the related  statements  of
operations,  changes  in  partners'  capital  and cash  flows for the years then
ended.  These financial  statements are the  responsibility of the Partnership's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

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

/s/Ernst & Young LLP
Birmingham, Alabama
January 27, 1997

<PAGE>


<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>

 [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, 1996 and 1995,  and the related  statements  of
income,  partners'  capital  and cash  flows for the  years  then  ended.  These
financial statements are the responsibility of the Partnership's management. Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

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

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

<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>

[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, 1997 and 1996,  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 audits.

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 Crafton  Place,  A Limited
Partnership  as of December 31, 1997 and 1996, 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 presentedon
page 11 is  presented  for the  purposes  of  additional  analysis  and is not a
required  part of the basic  financial  statements.  Such  information  has been
subjected to the auditing procedures applied in the audit of the basic financial
statements,  and in our opinion,  is fairly  stated in all material  respects in
relation to the basic financial statements taken as a whole.

/s/Rick J. Tanneberger
Rick J. Tanneberger
Certified Public Accountant
Fayetteville, AR
February 21, 1998

<PAGE>

[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, 1996 and 1995,  and the related  statements  of
income,  partners'  capital  and cash  flows for the  years  then  ended.  These
financial statements are the responsibility of the Partnership's management. Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

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 Crafton  Place,  A Limited
Partnership  as of December 31, 1996 and 1995, and the results of its operations
and its cash  flows  for the  years  then  ended in  conformity  with  generally
accepted accounting principles.

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

/s/Rick J. Tanneberger
Rick J. Tanneberger
Certified Public Accountant
Fayetteville, AR
February 5, 1997

<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>

[Letterhead]
[LOGO]
Brotemarkle & Sadd
Glendale, CA
February 12,1998

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, 1997
and  1996,  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, 1997 and 1996,  and the results of its operations and its cash flows for the
year then ended in conformity with generally accepted accounting principles.

/s/ Brotemarkle & Sadd
Glendale, CA

<PAGE>

[Letterhead]
[LOGO]
Brotemarkle & Sadd
Glendale, CA

February 19,1997

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

We conducted our 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, 1996, and the results of its operations and its cash flows for the year then
ended in conformity with generally accepted accounting principles.

/s/ Brotemarkle & Sadd
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, 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>

[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, 1997 and 1996,
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, 1997 and 1996, and the results of its operations
and its cash  flows  for the  years  then  ended in  conformity  with  generally
accepted accounting principles.

/s/Berc & Fox Limited
MINNEAPOLIS, MINNESOTA
February 2, 1998

<PAGE>

[Letterhead]
[LOGO]
BERC & FOX LIMITED
Certified Public Accountants

Independent Auditors' Report

To the Partners,
Andrew's Pointe Limited Partnership

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

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

/s/Berc & Fox Limited
MINNEAPOLIS, MINNESOTA
January 23, 1997

<PAGE>

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>

[Letterhead]
[LOGO]
KPMG Peat Marwick LLP

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, 1997 and 1996, 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, 1997 and 1996,  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 16, 1998

<PAGE>

[Letterhead]
[LOGO]
KPMG Peat Marwick LLP

Independent Auditors' Report

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


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

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

/s/KPMG PEAT MARWICK LLP
Atlanta, GA
FEBRUARY 14, 1997

<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>

[Letterhead]
[LOGO]
KPMG Peat Marwick LLP

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,  1997  and  1996,  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, 1997 and 1996, 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 16, 1998

<PAGE>

[Letterhead]
[LOGO]
KPMG Peat Marwick LLP

Independent Auditors' Report

The Partners
Oak Ridge Apartments, A Limited Partnership:


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

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

/s/KPMG PEAT MARWICK LLP
Atlanta, GA
FEBRUARY 3, 1997





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