June 29, 1998




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

       Boston Financial Qualified Housing Limited Partnership
       Form 10-K Annual Report for the Year Ended March 31, 1998
       File Number 0-16796/




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 subject report.


Very truly yours,


/s/Dianne Groark
Dianne Groark
Assistant Controller

QH110K-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, 1998                                              0-16796

           BOSTON FINANCIAL QUALIFIED HOUSING LIMITED PARTNERSHIP
            (Exact name of registrant as specified in its charter)

         Delaware                                            04-2947737
(State of organization)                                   (I.R.S. Employer
                                                           Identification No.)
    101 Arch Street, 16th Floor
         Boston, Massachusetts                              02110-1106
 (Address of Principal executive office)                    (Zip Code)

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

Securities registered pursuant to Section 12(b) of the Act:
                                                      Name of each exchange on
                  Title of each class                 which registered
                           None                            None
Securities registered pursuant to Section 12(g) of the Act:

                          UNITS OF LIMITED PARTNERSHIP INTEREST
                                     (Title of Class)
                                          50,000

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  nonaffiliates  of
the registrant.

                                         $50,000,000 as of March 31, 1998



<PAGE>


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


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

Post-Effective Amendments Nos. 1 through 3
 to the Form S-11 Registration Statement,
 File # 33-11910                                                 Part I, Item 1

Report on Form 8-K filed on July 7, 1988                         Part I, Item 1

Report on Form 8-K filed on January 20, 1989                     Part I, Item 1

Acquisition Reports                                              Part I, Item 1

Prospectus - Sections Entitled:

     "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 QUALIFIED HOUSING LIMITED PARTNERSHIP
                             (A Limited Partnership)

         ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED MARCH 31, 1998

                               TABLE OF CONTENTS



PART 1                                                                  Page No.

       Item 1    Business                                                   K-3
       Item 2    Properties                                                 K-6
       Item 3    Legal Proceedings                                          K-13
       Item 4    Submission of Matters to a
                     Vote of Security Holders                               K-13

PART II

       Item 5    Market for the Registrant's Units
                    and Related Security Holder Matters                     K-14
       Item 6    Selected Financial Data                                    K-15
       Item 7    Management's Discussion and Analysis of Financial
                    Condition and Results of Operations                     K-16
       Item 8    Financial Statements and Supplementary Data                K-19
       Item 9    Changes in and Disagreements with Accountants
                    on Accounting and Financial Disclosure                  K-19

PART III

       Item 10   Directors and Executive Officers
                    of the Registrant                                       K-20
       Item 11   Management Remuneration                                    K-21
       Item 12   Security Ownership of Certain Beneficial
                    Owners and Management                                   K-22
       Item 13   Certain Relationships and Related
                    Transactions                                            K-22

PART IV

       Item 14   Exhibits, Financial Statement Schedule
                  and Reports on Form 8-K                                   K-24


SIGNATURES                                                                  K-25


<PAGE>

                                PART I

Item 1.  Business

Boston Financial  Qualified Housing Limited Partnership (the "Partnership") is a
limited  partnership  formed on  January  22,  1987  under the  Uniform  Limited
Partnership  Act  of  the  State  of  Delaware.  The  Partnership's  partnership
agreement ("Partnership Agreement") authorized the sale of up to 50,000 units of
Limited Partnership  Interest ("Units") at $1,000 per Unit, adjusted for certain
discounts.  The  Partnership  raised  $49,963,740  ("Gross  Proceeds"),  net  of
discounts of $36,260,  through the sale of 50,000  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 April 29, 1988.

The  Partnership  is engaged  solely in the business of real estate  investment.
Accordingly,  a  presentation  of  information  about  industry  segments is not
applicable and would not be material to an  understanding  of the  Partnership's
business  taken  as  a  whole.   On  October  27,  1995,  an  affiliate  of  the
Partnership's Managing General Partners, BF Harbour View, Inc., became the Local
General  Partner  of  Hughes  Apartments,   Ltd.  ("Hughes"),  a  Local  Limited
Partnership in which the Partnership has invested.  As a result, the Partnership
is deemed to have control over Hughes, and commencing  on November 1, 1995,  the
accompanying financial statements are presented in combined form to conform with
the  required   accounting   treatment  under  generally   accepted   accounting
principles.  This change  only  affects the  presentation  of the  Partnership's
financial condition and operating results, not the business of the Partnership.

The Partnership has invested as a limited partner in other limited  partnerships
("Local  Limited  Partnerships")  which own and  operate  residential  apartment
complexes ("Properties"),  all of which benefit from some form of federal, state
or local  assistance  programs and which qualify for the low-income  housing tax
credits ("Tax Credits") that were added to the Internal Revenue Code (the "Code)
by the Tax Reform Act of 1986.  The  investment  objectives  of the  Partnership
include the  following:  (i) to provide  current tax benefits in the form of Tax
Credits which qualified  limited partners may use to offset their federal income
tax liability;  (ii) to preserve and protect the Partnership's capital; (iii) to
provide  limited  cash  distributions  from  property  operations  which are not
expected  to  constitute  taxable  income  during the  expected  duration of the
Partnership's  operations;  and (iv) to provide cash  distributions from sale or
refinancing  transactions.  There cannot be any assurance  that the  Partnership
will attain any or all of these investment objectives.

Table A on the following  page lists the  properties  owned by the Local Limited
Partnerships  in which  the  Partnership  has  invested.  Item 7 of this  Report
contains  other  significant  information  with  respect to such  Local  Limited
Partnerships.  As required by applicable  rules, the terms of the acquisition of
Local Limited  Partnership  interests  have been described in supplements to the
Prospectus and collected in three post-effective  amendments to the Registration
Statement  and in two Form 8-K filings  listed in Part IV of this Report on Form
10-K   (collectively,   the  "Acquisition   Reports");   such  descriptions  are
incorporated herein by this reference.


<PAGE>


                                 TABLE A

                        SELECTED LOCAL LIMITED
                            PARTNERSHIP DATA
<TABLE>
<CAPTION>


                   Properties owned by                                                  Date
                      Local Limited                                                   Interest
                      Partnerships                          Location                  Acquired
             --------------------------------         ---------------------         -------------
              <S>                                     <C>                           <C>    

              Barrington Manor                        Fargo, ND                     12/31/87
              Bingham                                 Bingham, ME                   12/30/87
              Birmingham Village                      Randolph, ME                  12/30/87
              Bittersweet                             Randolph, MA                  10/27/87
              Boulevard Commons                       Chicago, IL                   07/14/88
              Brentwood Manor II                      Nashua, NH                    01/20/89
              Cass House/Roxbury Hills                Boston, MA                    06/08/88
              Chestnut Lane                           Newnan, GA                    08/01/88
              Coronado Courts                         Douglas, AZ                   12/18/87
              Country Estates                         Glennville, GA                03/01/88
              600 Dakota                              Wahpeton, ND                  10/01/88
              Delmar                                  Gillette, WY                  10/01/88
              Duluth                                  Sioux Falls, SD               10/01/88
              Elmore Hotel                            Great Falls, MT               12/22/87
              Graver Inn                              Fargo, ND                     12/31/87
              Hazel-Winthrop                          Chicago, IL                   12/30/87
              Park Terrace                            Dundalk, MD                   01/20/89
              Hughes                                  Mandan, ND                    12/31/87
              Lakeview Heights                        Clearfield, UT                12/30/87
              Logan Plaza                             New York, NY                  05/10/88
              New Medford Hotel                       Medford, OR                   12/22/87
              Heritage View                           New Sweden, ME                12/30/87
              Pebble Creek                            Arlington, TX                 06/20/88
              Hillcrest III                           Perryville, MO                03/31/89
              Pine Village                            Pine Mountain, GA             03/01/88
              Rolling Green                           Edmond, OK                    09/30/87
              Sierra Pointe                           Las Vegas, NV                 09/01/87
              Sierra Vista                            Aurora, CO                    09/30/87
              Talbot Village                          Talbotton, GA                 03/01/88
              Terrace                                 Oklahoma City, OK             11/20/87
              Trenton                                 Salt Lake City, UT            12/30/87
              Verdean Gardens                         New Bedford, MA               05/31/88
              Willowpeg Village                       Rincon, GA                    03/01/88
              Windsor Court                           Aurora, CO                    12/30/87
</TABLE>

*     The  Partnership's  interest in profits  and losses of each Local  Limited
      Partnership  arising from normal operations is 99%, except for Logan Plaza
      where the  Partnership's  ownership  interest is 98% and Barrington Manor,
      Graver Inn, 600 Dakota Properties and Duluth  where the Partnerships 
      ownership interest is 49.5%.  Profits and losses arising from sale or  
      refinancing transactions are allocated in accordance with the respective 
      Local Limited Partnership Agreements.


<PAGE>


Although the  Partnership's  investments in Local Limited  Partnerships  are not
subject to seasonal  fluctuations,  the Partnership'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.

Since the  Partnership  invests as a limited  partner,  the  Partnership  has no
contracted  obligation to provide additional funds to Local Limited Partnerships
beyond its specified investment. Thus, at March 31, 1998, the Partnership had no
contractual or other obligation to any Local Limited  Partnership  which had not
been paid or provided for.

In the  event a Local  Limited  Partnership  encounters  operating  difficulties
requiring  additional funds, the  Partnership's  management might deem it in its
best  interest  to  voluntarily  provide  such  funds in order  to  protect  its
investment.  During the years  ended March 31,  1998 and 1997,  the  Partnership
advanced approximately $3,000 and $375,000,  respectively, to five Local Limited
Partnerships to fund operating deficits and other various property issues.

The Partnership's  primary source of working capital is investment income earned
on the Reserves.  Additionally, the Partnership expects to receive distributions
from cash flow from operations of its Local Limited Partnership interests. It is
expected that these sources of funds will provide  adequate  working  capital to
the Partnership.

With the exception of Hughes, each Local Limited Partnership has, as its general
partners  ("Local General  Partners"),  one or more  individuals or entities not
affiliated with the Partnership or its General Partners.  In accordance with the
partnership  agreements under which such entities are organized  ("Local Limited
Partnership Agreements"),  the Partnership depends on the Local General Partners
for the management of each Local Limited Partnership.  As of March 31, 1998, the
following  Local Limited  Partnerships  have a common Local  General  Partner or
affiliated  group  of  Local  General  Partners  accounting  for  the  specified
percentage of capital contributions to Local Limited  Partnerships:  (i) Rolling
Green,  Sierra Vista,  Terrace,  Windsor and Sierra Point Limited  Partnerships,
representing  29.78%, have Phillip Abrams Ventures,  Inc. and PDW, Inc. as Local
General  Partners;  (ii) Graver  Inn,  Barrington  Manor,  600 Dakota and Duluth
Limited Partnerships, representing 3.32%, have Jerry L. Meide and RRABB, Inc. as
Local General  Partners  (see  discussion  below);  (iii) New Medford and Oregon
Landmark Limited  Partnerships,  representing 6.52%, have WHP Holdings,  Inc. as
the Local General  Partners;  (iv) Trenton,  Delmar and Lakeview Heights Limited
Partnerships,  representing  2.59%,  have PSC Real  Estate,  Inc. and J. Michael
Queenan &  Associates,  Inc.  (which is a  corporation  controlled by J. Michael
Queenan) as Local  General  Partners;  (v)  Bingham,  Birmingham  and New Sweden
Limited  Partnerships,  representing  1.95%,  have  Charles B.  Mattson and Todd
Mattson as Local General  Partners;  (vi) Cass House and Verdean Gardens Limited
Partnerships,  representing  12.42%,  have Cruz  Development  Corporation as the
Local General Partner;  and (vii) Willowpeg Village,  Pine Village,  Glennville,
Talbot Village and Chestnut Lane Limited  Partnerships,  representing 2.74% have
Norsouth  Corporation as the General Partner.  The Local General Partners of the
remaining Local Limited  Partnerships are identified in the Acquisition Reports,
which are incorporated herein by reference.

On  November  10,  1997,  the  Partnership  transferred  50% of its  interest in
Barrington  Manor,  Graver  Inn,  600  Dakota  and  Duluth to the local  general
partner,  Jerry Meide.  Included in these transfers is a put option granting the
Managing  General  Partner  the right to put the  Partnership's  remaining
interest to the local general  partner any time after one year has elapsed.  The
Meide portfolio represents 3.32% of capital contributions.

The Properties owned by Local Limited  Partnerships in which the Partnership has
invested are, and will continue to be, subject to competition  from existing and
future  apartment  complexes  in the same areas.  The  continued  success of the
Partnership  will depend on many outside  factors,  most of which are beyond the
control of the  Partnership  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  government  regulations.  In addition,  other risks
inherent in real estate  investment  may influence  the ultimate  success of the
Partnership,  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  overbuilding,  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 would suppress the ability of the Local Limited  Partnerships  to generate
operating  cash  flow.  Since all of the  Properties  benefit  from some form of
government assistance,  the Partnership is subject to the risks inherent in that
area including decreased subsidies, difficulties in finding suitable tenants and
obtaining permission for rent increases.  In addition, 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 Partnership.

The  Partnership is managed by 29 Franklin  Street,  Inc., the Managing  General
Partner of the  Partnership.  The other General  Partner of the  Partnership  is
Franklin 29 Limited  Partnership.  To economize  on direct and indirect  payroll
costs, the Partnership, which does not have any employees, reimburses The Boston
Financial Group Limited  Partnership,  an affiliate of the General Partner,  for
certain expenses and overhead costs. A complete  discussion of the management of
the Partnership is set forth in Item 10 of this Report.


Item 2.  Properties

The Partnership owns limited partnership  interests in thirty-four Local Limited
Partnerships  which own and operate  Properties,  all of which benefit from some
form of federal, state or local assistance program and which qualify for the Tax
Credits  added to the Code by the Tax  Reform  Act of  1986.  The  Partnership's
ownership  interest in each Local Limited  Partnership is generally 99%,  except
for  Logan  Plaza  where  the  Partnership's  ownership  interest  is  98%  and
Barrington  Manor,  Graver Inn, 600 Dakota,  and Duluth where the  Partnership's
ownership interest is 49.5%.

Each of the Local Limited Partnerships has received an allocation of Tax Credits
from its relevant state tax credit agency.  In general,  the Tax Credit runs 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 Partnership.


<PAGE>
<TABLE>
<CAPTION>


                                                                            
                                                         Capital Contributions
Local Limited Partnership                            Total              Paid             Mtge. Loans                    Occupancy at
Property Name                    Number of       Committed at          Through           Payable at          Type of      March 31,
Property Location                Apt. Units     March 31, 1998      March 31, 1998     December 31, 1997     Subsidy*        1998
----------------------------    ------------     --------------    ----------------   -------------------   ----------   -----------
<S>                                 <C>        <C>                  <C>                <C>                   <C>                <C>

Barrington Manor
   Limited Partnership
Barrington Manor
Fargo, ND                            18        $     175,200        $    175,200       $    615,000          Section 8           68%

Bingham Family Housing
   Associates (A Limited
   Partnership)
Bingham
Bingham, ME                          24              240,900             240,900          1,163,496          FmHA                92%

Birmingham Housing Associates
   (A Limited Partnership)
Birmingham Village
Randolph, ME                         24              236,520             236,520          1,158,176          FmHA               100%

MB Bittersweet Associates Limited
   Partnership (a Massachusetts
   Limited Partnership)
Bittersweet
Randolph, MA                         35              620,500             620,500          2,427,903          None                95%

Boulevard Commons
   Limited Partnership
Boulevard Commons
Chicago, IL                         212            4,527,850           4,527,850         10,455,270          Section 8           83%

Michael J. Dobens
   Limited Partnership I
Brentwood Manor II
Nashua, NH                           22              300,000             300,000           769,131           Section 8           96%

</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                                                     Capital Contributions
Local Limited Partnership                             Total              Paid            Mtge. Loans                    Occupancy at
Property Name                    Number of        Committed at          Through           Payable at         Type of       March 31,
Property Location               Apt. Units       March 31, 1998     March 31, 1998     December 31, 1997     Subsidy*          1998
----------------------------    -----------     ---------------    ---------------     -----------------    ----------    ----------
<S>                                 <C>             <C>                <C>                <C>                 <C>               <C>

Cass House Associates Limited
   Partnership (a Massachusetts
   Limited Partnership)
Cass House/Roxbury Hills
Boston, MA                          111             2,141,090          2,141,090          7,993,802           None               97%

Chestnut Lane Limited
   Partnership (A Limited
   Partnership)
Chestnut Lane
Newnan, GA                           50               282,510            282,510          1,471,733           None              100%

Coronado Courts Limited
   Partnership
Coronado Courts
Douglas, AZ                         145             1,800,000          1,800,000          3,731,253           Section 8          94%

Glennville Properties
   (A Limited Partnership)
Country Estates
Glennville, GA                       24               121,910            121,910            595,011           FmHA              100%

600 Dakota Properties
   Limited Partnership
600 Dakota
Wahpeton, ND                         28               113,000            113,000            640,000           Section 8          92%

Delmar Housing Associates
   Limited Partnership
Delmar
Gillette, WY                         16               128,000            128,000            416,889           Section 8         100%

</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                                                        Capital Contributions
Local Limited Partnership                           Total                 Paid           Mtge. Loans                    Occupancy at
Property Name                    Number of       Committed at            Through          Payable at         Type of      March 31,
Property Location               Apt. Units      March 31, 1998       March 31, 1998    December 31, 1997     Subsidy*        1998
----------------------------    ----------     ---------------     ----------------    -----------------   ----------    -----------
<S>                                <C>           <C>                   <C>                <C>                <C>                <C>

Duluth Limited Partnership
Duluth
Sioux Falls, SD                     11             107,000               107,000            257,454          Section 8           90%

Oregon Landmark-Three
   Limited Partnership
Elmore Hotel
Great Falls, MT                     60           1,022,000             1,022,000          3,261,876          Section 8           99%

Graver Inn
   Limited Partnership
Graver Inn
Fargo, ND                           70             819,500               819,500          1,971,386          Section 8           81%

Hazel-Winthrop Apartments (An
   Illinois Limited Partnership)
Hazel-Winthrop
Chicago, IL                         30             350,400               350,400           2,117,621         Section 8           97%

Heritage Court
   Limited Partnership
Park Terrace
Dundalk, MD                        101           2,048,750             2,048,750           3,547,906         None               100%

Hughes Apartments
   Limited Partnership
Hughes
Mandan, ND                          47             379,453               379,453           1,210,000         Section 8           98%

</TABLE>


<PAGE>
<TABLE>
<CAPTION>


                                                     Capital Contributions
Local Limited Partnership                         Total               Paid             Mtge. Loans                     Occupancy at
Property Name                  Number of        Committed at         Through           Payable at         Type of       March 31,
Property Location             Apt. Units      March 31, 1998     March 31, 1998     December 31, 1997    Subsidy*          1998
---------------------------   -----------     ---------------   ----------------   -------------------   ---------    -------------
<S>                                <C>           <C>                   <C>                  <C>             <C>                 <C>

Lakeview Heights Apartments,
   Ltd. (A Limited Partnership)
Lakeview Heights
Clearfield, UT                      83             584,000               584,000            2,793,695       Section 8            96%

Logan Plaza Associates
Logan Plaza
New York NY                        130           2,240,000             2,240,000           10,985,662       None                 98%

New Medford Hotel Associates
   Limited Partnership
New Medford Hotel
Medford, OR                         76           1,365,100             1,365,100            3,186,176       Section 8            96%

New Sweden Housing Associates
   (A Limited Partnership)
Heritage View
New Sweden, ME                      24             237,250               237,250            1,162,225       FmHA                 70%

2225 New York Avenue, Ltd.
   (A Limited Partnership)
Pebble Creek
Arlington, TX                      352           2,512,941             2,512,941            7,955,434       Section 8            98%

Perryville Associates I, L.P.
   (A Limited Partnership)
Hillcrest III
Perryville, MO                      24             128,115               128,115              591,329        FmHA                88%

</TABLE>


<PAGE>
<TABLE>
<CAPTION>


                                                   Capital Contributions
Local Limited Partnership                        Total                  Paid             Mtge. Loans                    Occupancy at
Property Name                  Number of      Committed at             Through           Payable at        Type of        March 31,
Property Location             Apt. Units      March 31, 1998       March 31, 1998     December 31, 1997    Subsidy*          1998
--------------------------   -----------     ----------------     ---------------     ------------------   ---------    ------------
<S>                                <C>           <C>                   <C>                   <C>             <C>                <C>

Pine Village Limited Partnership
   (A Limited Partnership)
Pine Village         
Pine Mountain, GA                   36             188,340               188,340             938,715         FmHA                97%

Rolling Green Housing Associates,
   Ltd. (a Limited Partnership)
Rolling Green
Edmond, OK                         166           1,855,650             1,855,650           4,788,046         Section 8           97%

Sierra Vista Housing Associates,
   Ltd. (a Limited Partnership)
Sierra Pointe
Las Vegas, NV                      160           3,016,008             3,016,008           7,152,930         Section 8           74%

Sundance Housing Associates,
   Ltd. (A Limited Partnership)
Sierra Vista
Aurora, CO                         209           2,271,751             2,271,751           6,288,417         Section 8          100%

Talbot Village Limited Partnership
   (A Limited Partnership)
Talbot Village
Talbotton, GA                       24             121,180               121,180             601,258          FmHA              100%

Terrace Housing Associates,
   Ltd. (a Limited Partnership)
Terrace
Oklahoma City, OK                  206           1,950,550             1,950,550           5,249,923          Section 8          80%

</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                                                     Capital Contributions
Local Limited Partnership                         Total               Paid              Mtge. Loans                     Occupancy at
Property Name                 Number of        Committed at          Through            Payable at          Type of      March 31,
Property Location             Apt. Units      March 31, 1998      March 31, 1998     December 31, 1997      Subsidy*        1998
-------------------------    -----------     ---------------    ----------------     -----------------    ----------    ------------
<S>                            <C>             <C>                   <C>                <C>                 <C>                 <C>

Trenton Apartments, Ltd.
   (A Limited Partnership)
Trenton
Salt Lake City, UT                37               237,250               237,250             841,706        Section 8           100%

Verdean Gardens Associates Limited
   Partnership (a Massachusetts
   limited partnership)
Verdean Gardens
New Bedford, MA                  110             2,409,000             2,409,000           7,621,194         None                94%

Willowpeg Village Limited Partnership
   (A Limited Partnership)
Willowpeg Village
Rincon, GA                        57               288,400               288,400           1,476,803         FmHA               100%

Windsor Court Housing Associates,
   Ltd. (a Limited Partnership)
Windsor Court
Aurora, CO                       143             1,815,500             1,815,500           4,498,473         Section 8           98%
                              -------         ------------          ------------       -------------
                               2,865            36,635,618            36,635,618         109,935,893
                             =======
   Less:  Hughes Apartments                        379,453               379,453           1,210,000
                                              ------------          ------------       -------------
                                              $ 36,256,165          $ 36,256,165       $ 108,725,893
                                              ============          ============       =============
</TABLE>



     *FmHA        This  subsidy,  which is  authorized  under Section 515 of the
                  Housing Act of 1949,  can be one or a combination of different
                  types of financing.  For instance,  FmHA may provide:1) direct
                  below-market-rate  mortgage loans for rural rental housing; 2)
                  mortgage  interest   subsidies  which  effectively  lower  the
                  interest  rate  of the  loan  to 1%;  3) a  rental  assistance
                  subsidy to tenants  which  allows them to pay no more than 30%
                  of their  monthly  income as rent with the balance paid by the
                  federal government; or 4) a combination of any of the above.

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



<PAGE>



                                                                             
One Local Limited Partnership invested in by the Partnership, Boulevard Commons,
represents  more  than  10% of the  total  capital  contributions  made to Local
Limited  Partnerships  by  the  Partnership.  Boulevard  Commons  is a  212-unit
rehabilitation   apartment  complex  with  six  buildings  located  in  Chicago,
Illinois.

Boulevard  Commons was initially  financed by a first  mortgage at 10% interest,
insured by the U.S. Department of Housing and Urban Development ("HUD") and was
refinanced  at 8.875% on April 6,  1995.  Principal  and  interest  payments  of
$74,916  commenced June 1, 1995 and continue to May 1, 2035. In addition,  there
is a junior  mortgage  payable to the City of Chicago which bears interest at 3%
per annum and matures at the later of July 1, 2030 or the  retirement of the FHA
insured mortgage. Principal and interest are due in a lump sum upon maturity.

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
Partnership, is contained in Items 1, 7 and 8 of this Report.


Item 3.  Legal Proceedings

The  Partnership  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  Partnership.  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 Partnership.

The  Partnership  Agreement  does not impose on the  Partnership  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,  1998,  there  were  3,314  record  holders  of  Units  of  the
Partnership.

Cash distributions, when made, are paid annually.  No cash distributions were 
paid during the years ended March 31, 1998, 1997 and 1996.


<PAGE>



Item 6.  Selected Financial Data

The following  table sets forth  selected  financial  information  regarding the
Partnership'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,
                                          1998           1997           1996            1995             1994
<S>                                    <C>            <C>              <C>           <C>            <C> 

Revenue (B)                            $    414,211   $    435,791     $   191,229   $     77,348   $    204,552
Equity in losses of Local Limited
  Partnerships (B)                       (2,321,647)    (2,041,502)     (2,657,886)    (2,732,227)    (3,076,265)
Net loss                                 (2,927,278)    (2,048,112)     (2,278,003)    (3,142,627)    (3,048,198)
  Per Limited Partnership Unit               (57.96)        (40.55)        (45.10)         (62.22)        (60.35)
Cash and cash equivalents (B)               243,723        453,264         678,567        308,216         44,790
Marketable securities                     2,025,236      1,923,032       1,998,381      2,066,336      2,279,787
Investment in Local Limited
  Partnerships                            1,842,272      4,592,843       6,394,674      8,905,612     12,085,357
Total assets                              5,428,937      8,369,107      10,458,754     11,358,168     14,487,572
Long-term debt                            1,210,000      1,210,000       1,210,000              -              -
Cash distribution                                 -              -               -              -              -
  Per Limited Partnership Unit                    -              -               -              -              -
Other Data:
Passive loss (A)                         (7,045,034)    (7,537,782)     (6,502,105)    (6,757,956)    (7,213,910)
  Per Limited Partnership Unit (A)          (139.49)       (149.25)       (128.74)        (133.81)       (142.84)
Portfolio income (A)                        308,954        389,939         442,059        321,042        420,572
  Per Limited Partnership Unit (A)             6.12           7.72           8.75            6.36           8.33
Low-Income Housing
  Tax Credits (A)                         6,904,667      7,559,531       7,652,372      7,512,822      7,490,806
  Per Limited Partnership Unit (A)           136.50         149.47         151.31          148.55         148.11
Local Limited Partnership interests
  owned at end of period                         34             34              34             34             34
</TABLE>

 (A)     Income  tax  information  is as of  December  31,  the  year end of the
         Partnership for income tax purposes.  The Low-Income Housing Tax Credit
         per  Limited  Partnership  Unit for 1997,  1996,  1995,  1994 and 1993,
         represents the amount  distributed to individual  investors  based upon
         50,000  outstanding  Units.  Corporate  investors  received  Low-Income
         Housing Tax Credits of $146.42,  $159.39,  $161.23, $158.40 and $158.11
         per Unit in 1997, 1996, 1995, 1994 and 1993, respectively.

(B)      March 31, 1998, 1997 and 1996 revenue includes $245,380,  $237,895 and
         $28,827,  respectively,   of  rental  and  other  revenue  from  Hughes
         Apartments  that is included in the combined  revenue in the Statements
         of Operations.

         March  31,  1998,  1997 and 1996  equity  in  losses  of Local  Limited
         Partnerships   does  not   include   $25,528,  $36,820   and   $13,329,
         respectively,  of losses from Hughes Apartments that have been combined
         with the Partnership's loss in the Statements of Operations

         March 31, 1998, 1997 and 1996 cash and cash equivalents includes 
         $2,464, $2,544 and $26,084, respectively,  of cash and cash equivalents
         from Hughes Apartments that has been combined with the Partnership in 
         the Balance Sheets.


<PAGE>


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

Liquidity and Capital Resources

At March 31,  1998,  the  Partnership,  including  the combined  entity  (Hughes
Apartments, Ltd.), has cash and cash  equivalents  of $243,723 as compared  with
$453,264  at March 31,  1997.  The  decrease is  attributable  to  purchases  of
marketable  securities  in excess of  proceeds  from  sales  and  maturities  of
marketable securities and cash used for operations.  These decreases to cash and
cash  equivalents are offset by cash  distributions  received from Local Limited
Partnerships.

At March 31,  1998,  approximately  $1,680,000  of cash,  cash  equivalents  and
marketable  securities  has been  designated  as  Reserves.  The  Reserves  were
established to be used for working capital of the Partnership and  contingencies
related to the ownership of Local Limited Partnership interests. Reserves may be
used to fund  Partnership  operating  deficits,  if the Managing General Partner
deems funding appropriate.

Since the  Partnership  invests as a limited  partner,  the  Partnership  has no
contractual  duty to  provide  additional  funds to Local  Limited  Partnerships
beyond its specified investment. Thus, at March 31, 1998, the Partnership had no
contractual or other obligation to any Local Limited  Partnership  which had not
been paid or provided for.

In the  event a Local  Limited  Partnership  encounters  operating  difficulties
requiring  additional funds, the  Partnership's  management might deem it in its
best  interests  to provide  such  funds,  voluntarily,  in order to protect its
investment.  During the year ended  March 31,  1998,  the  Partnership  advanced
$3,000 to one Local Limited Partnerships for various property issues.

Cash Distributions

No cash distributions to Limited Partners were made during the three years ended
March 31, 1998. In the event that  distributions are received from Local Limited
Partnerships, the Managing General Partner has decided that such amounts will be
used to increase Reserves. No assurance can be given as to the amounts of future
distributions  from the Local Limited  Partnerships since many of the Properties
benefit from some type of federal or state subsidy and, as a  consequence,  are
subject to restrictions on cash  distributions.  Therefore,  it is expected that
only a limited  amount of cash will be distributed to investors from this source
in the future.

Results of Operations

1998 versus 1997

The  Partnership's  results  of  operations  for the year ended  March 31,  1998
resulted in a net loss of $2,927,278 as compared to a net loss of $2,048,112 for
the same period in 1997. The increase in net loss is primarily  attributable  to
an increase in equity in losses of Local  Limited  Partnerships  and a provision
for valuation of investments in five Local Limited Partnerships. As discussed in
Note 4 to the combined  financial  statements  in Item 8 of this Form 10-K,  the
increase in equity in losses of Local Limited  Partnerships  is due to equity in
income  recognized  during  the year  ended  March  31,  1997 due to a change in
accounting methods for two Local Limited Partnerships.  The Partnership provided
for a provision for valuation in five Local Limited  Partnerships  because there
is  evidence  of a  non-temporary  decline  in the  recoverable  amount of these
investments.

1997 versus 1996

The  Partnership's  results  of  operations  for the year ended  March 31,  1997
resulted in a net loss of $2,048,112 as compared to a net loss of $2,278,003 for
the  same  period  in  1996.   The  improved  net  loss  position  is  primarily
attributable to a decrease in equity in losses of Local Limited Partnerships and
an  increase  in  rental  revenue.  These  decreases  to net loss are  offset by
increases in rental operations,  interest and depreciation  expense items. Also,
the  adjustment  to  reserve  for  valuation  of  investments  in Local  Limited
Partnerships was $(510,048) in 1996 


<PAGE>

and $(137,073) in 1995.  This change is due to 1996 advances made to three Local
Limited  Partnerships  which were fully reserved in 1996. As discussed in Note 4
to the combined  financial  statements in Item 8 of this Form 10-K, the decrease
in  equity  in  losses  of Local  Limited  Partnerships  is due to a  change  in
accounting method the for two Local Limited Partnerships. The increase in rental
revenue and rental operations,  interest and depreciation expenses is the result
of the financial activity of Hughes being combined for twelve months in 1997 and
two months in 1996.


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
Partnership  will adopt the new standard  beginning in the first  quarter of the
fiscal year ending March 31, 1999,  but it is not expected to have a significant
effect on the Partnership's financial position or results of operations.


Low-Income Housing Tax Credits

The 1997, 1996 and 1995 Low-Income  Housing Tax Credits per Unit for individuals
were  $136.50,  $149.47  and  $151.31,  respectively.  The  1997,  1996 and 1995
Low-Income  Housing Tax Credits per Unit for corporations were $146.42,  $159.39
and  $161.23,  respectively.  The  Tax  Credits  per  Limited  Partnership  Unit
stabilized in 1991 at approximately $148.00 per Unit for individuals and $158.00
per Unit for  corporations.  The  credits  are  expected  to decrease as certain
properties reach the end of the ten-year credit period.

Property Discussions

Limited  Partnership  interests have been acquired in thirty-four  Local Limited
Partnerships which own and operate rental properties located in nineteen states.
Fourteen of the properties with 774 apartments were newly constructed and twenty
of the properties with 2,091 apartments were rehabilitated.

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

A number of properties are  experiencing  operating  difficulties  and cash flow
deficits  due to a variety  of  reasons.  The Local  General  Partners  of those
properties  have  funded  operating  deficits  through  project  expense  loans,
subordinated  loans or payments from  operating  escrows.  In certain  instances
where the Local General  Partners have stopped  funding  deficits  because their
obligation to do so has expired or otherwise,  the Managing  General  Partner is
working with the Local General  Partners to increase  operating  income,  reduce
expenses or refinance the debt at lower  interest rates in order to improve cash
flow.

As previously reported,  600 Dakota, Graver Inn and Barrington Manor, located in
North Dakota,  and Duluth,  located in South  Dakota,  which have the same local
general partner, have been performing satisfactorily. However, affiliates of the
Managing  General  Partner have been working with the local general  partner who
has raised some concerns over the long-term  financial health of the properties.
In an effort to reduce  possible  future  risk,  the  Managing  General  Partner
recently  consummated  the  transfer  of 50% of the  Partnership's  interest  in
capital and profits in the properties to the local general partner. The Managing
General Partner has the right to transfer the Partnership's  remaining  interest
to the local general  partner any time after one year has elapsed.  The Managing
General  Partner  continues  to  monitor  property   operations   closely.   The
Partnership  will  retain its full share of tax  credits  until such time as the
remaining interest is put to the local general partner.  For financial reporting
purposes,   the  remaining   carrying  value  of  these  investments  have  been
fully reserved.

As previously reported Boulevard Common, located in Chicago,  Illinois, has been
experiencing operating deficits.  Occupancy as of December 31, 1997 is 91%, down
from 96% at  December  31,  1996.  Expenses  have  increased  due to  increasing
maintenance  and  capital  needs,  security  issues  and  high  turnover  at the
property.  The Local  General  Partner is requesting  that the Managing  General
Partner assist in funding capital improvements.  The Managing General Partner is
reviewing this request and has requested that the Local General  Partner provide
a workout plan detailing where and how these funds will be used.

Delmar,  located in Gillette, Wyoming, has been experiencing operating deficits.
In addition,  a significant amount of capital  improvements on the property need
to be completed in the very near future. In the past, deficits were being funded
by a combination of the accrual of property  management  fees and funds provided
by the Local General  Partner.  Due to the Managing General  Partner's  concerns
regarding the long term viability of this property,  negotiations with the Local
General  Partner are  underway to develop a plan that will  ultimately  transfer
ownership  of the  property  to the Local  General  Partner.  The plan  includes
provisions to minimize the risk of recapture.

As previously reported,  the Managing General Partner was successful in reaching
a one year workout  agreement  with HUD on Pebble  Creek,  located in Arlington,
Texas, effective  June 1, 1997. The property had been  experiencing  significant
operating problems which resulted in a mortgage default and subsequent  mortgage
assignment  to HUD. The workout  included  provisions  for  substantial  capital
improvements.   These  capital  improvements  were  completed  on  time  and  in
accordance  with  the  workout.  Currently,  the  Managing  General  Partner  is
negotiating  with HUD to extend  and/or  modify the existing  workout  agreement
which expired May 31, 1998.  Also, the Managing  General  Partner is involved in
negotiations  for  the  appointment  of a  replacement  Local  General  Partner.
Occupancy is currently 98%. The carrying value of the  Partnership's  investment
in this Local Limited Partnership is zero at March 31, 1998.

As previously reported, Cass House and Verdean Gardens, Massachusetts properties
which share a common Local General Partner, continue to operate below break-even
in a slow rental market.  Both  properties,  as well as Bittersweet  Apartments,
have received  SHARP  subsidies in the past which have been an important part of
their  annual  income.  Effective  October 1, 1997,  the  Massachusetts  Housing
Finance Agency (MHFA), which provided the SHARP subsidies, withdrew future SHARP
mortgage  subsidies from its portfolio of 77 SHARP  subsidized  properties.  The
Managing General Partner has joined a group of interested parties and is working
with MHFA to find a solution  to the  problems  that will  result as a result of
withdrawn  subsidies.  Given existing  operating  deficits and the dependence on
these  subsidies by Cass House,  Verdean Gardens and  Bittersweet,  it is likely
that all three properties will default on their mortgage obligations in the near
future.  It is possible that Partnership  Reserves will be used to support these
properties  until  these  issues  can be  resolved.  The  carrying  value of the
Partnership's  investment in these Local Limited  Partnerships  is zero at March
31, 1998.

Hughes  Apartments,  located in Mandan,  North  Dakota,  continues  to  generate
operating  deficits.  As we previously  reported,  the Managing  General Partner
negotiated a forbearance agreement with the lender which included an infusion of
additional  capital to cure the  mortgage  default and fund capital  repairs.  A
portion of the capital repairs is being funded from  Partnership  Reserves.  The
Managing General Partner continues to monitor property operations closely.

The Local General  Partner for  Brentwood  Manor II, in Nashua,  New  Hampshire,
filed for protection  under the provisions of the Chapter 7 bankruptcy laws. The
Managing General  Partner's  request to replace the Local General Partner with a
substitute  general  partner  was denied by the  lender.  The  Managing  General
Partner has replaced the former Local General Partner as management agent of the
property with an unaffiliated third-party management agent. As noted previously,
although full mortgage  payments are being made at this time,  partial  mortgage
payments were made earlier in the year prior to the former Local General Partner
declaring  bankruptcy.  The lender required that the small deficit  generated by
the deficient  payments be cured  immediately.  The Managing  General Partner is
negotiating with both the lender and the former Local General Partner to develop
a plan for the payment of this amount. It is possible that Partnership  Reserves
will be used to pay this deficit.

Sierra Pointe, located in California,  is experiencing operating deficits due to
low occupancy. The current occupancy is at 74%. The Managing General Partner and
Local  General  Partner are working  with the Housing  Authority  to fill vacant
units.   Further,  the  Managing  General  Partner  and  Local  General  Partner
negotiated a replacement for the current  management  agent.  The new management
agent started March 1, 1998. The Managing  General Partner will continue to work
with  the  Local  General  Partner  and new  management  agent in an  effort  to
stabilize  operations and improve occupancy.  For financial  reporting purposes,
the  carrying  value  of the  Partnership's  investment  in this  Local  Limited
Partnership has been written-down to zero.

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, 1995,  the
Partnership 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 current value is compared to the fair value 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
Partnership for the years ended March 31, 1998, 1997 and 1996.


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 Partnership is 29 Franklin  Street,  Inc., a
Massachusetts corporation (the "Managing General Partner" or "Franklin,  Inc."),
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, 1996.  Georgia  Murray  resigned as
Managing Director,  Treasurer and Chief Financial Officer of the General Partner
on May 25, 1997. Fred N. Pratt, Jr. resigned as Managing Director of the General
Partner on May 28, 1997.  William E. Haynsworth  resigned as Managing Director
and Chief Operating Officer of the General Partner on March 23, 1998.

The Managing  General  Partner was  incorporated  in January  1987.  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  Partnership.  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
Peter G. Fallon, Jr.                Vice President
William E. Haynsworth               Vice President

The other General Partner of the Partnership is Franklin 29 Limited Partnership,
a Massachusetts  limited partnership  ("Franklin L.P.") that was organized in
January 1987.  The General Partner of Franklin L.P. is 29 Franklin Street, Inc.

The Managing General Partner provides day-to-day  management of the Partnership.
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 42,  graduated  from  Harvard  University  (B.A.,  1976) and
received a Master's in Public Policy from Harvard's Kennedy School of Government
in 1982.  She 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 41,  graduated from Emory  University (B.A. 1978) and
Cornell  University  (J.D., MBA, 1982). He joined Boston  Financial in 1985 and
currently serves as Vice President and as the company's  General Counsel.  Prior
to joining Boston  Financial,  Mr. Gladstone was associated with the law firm of
Herrick & Smith.  Mr. Gladstone is a member of the National Realty Committee and
has served on the  advisory  board to the Housing and  Development  Reporter,  a
national publication on housing issues.

Randolph G.  Hawthorne,  age 48, is a graduate  of  Massachusetts  Institute  of
Technology (B.S., 1971) and Harvard Graduate School of Business (M.B.A.,  1973).
He has been  associated  with Boston  Financial since 1973 and has served as the
Treasurer of Boston  Financial.  Currently a Senior Vice  President of the firm,
Mr. Hawthorne's primary  responsibility is structuring and acquiring real estate
investments.  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 40, earned his Bachelor of Arts degree from Trinity  College
and his  Masters  of  Business  Administration  from the  Amos  Tuck  School  at
Dartmouth College. Mr. Hart 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  investee  companies,  including  those  that  went on to
complete initial public offerings.

Paul F. Coughlan,  age 54, is a graduate of Brown  University  (B.A.,  1965) and
served in the United  States Navy before  entering  the  securities  business in
1969. He was employed as an Account Executive by Bache & Company until 1972 and
then by Reynolds  Securities  Inc.  He joined  Boston  Financial  in 1975 and is
currently a Senior Vice President on the Institutional Tax Credit Team.

Peter G.  Fallon,  Jr.,  age 59,  graduated  from the  College of the Holy Cross
(B.S.,  1960) and Babson College  (M.B.A.,  1965). He joined Boston Financial in
1970, shortly after its formation,  to raise capital for the firm's investments.
He is currently a Senior Vice  President and a member of the  Institutional  Tax
Credits  Team  with  responsibility  for  marketing  institutional  investments.
Previously,  he has served as  president  of BFG  Securities,  as a director  of
Boston Financial  and as marketing director for public and corporate funds. Mr.
Fallon has also served as Chairman of the Board of Directors for Boston  College
High School, as well as a director of a local bank.

William E. Haynsworth,  age 58, is a graduate of Dartmouth College (B.A.,  1961)
and Harvard Law School (L.L.B.,  1964;  L.L.M.,  1969).  Prior to joining Boston
Financial in 1977,  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.  Appointed  Senior Vice
President in 1986, Mr. Haynsworth brings over 25 years of experience structuring
real estate  investments.  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.


Item 11.  Management Remuneration

Neither the  directors  or  officers  of  Franklin,  Inc.,  nor the  partners of
Franklin  L.P., nor any other  individual  with  significant  involvement in the
business of the Partnership  receives any current or proposed  remuneration from
the Partnership.

Item 12.  Security Ownership of Certain Beneficial Owners and Management

No person is known to the Partnership to be the beneficial owner of more than 5%
of the outstanding Units.

The equity  securities  registered by the Partnership under Section 12(g) of the
Act consist of 50,000 Units, all of which have been sold to the public.  Holders
of Units are  permitted to vote on matters  affecting  the  Partnership  only in
certain unusual circumstances and do not generally have the right to vote on the
operation or management of the Partnership.

As of March 31, 1998, Franklin L.P. owns five (unregistered)  Units not included
in the 50,000 Units sold to the public.

Except as described in the preceding paragraph, neither Franklin, Inc., Franklin
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 Partnership does not know of any existing  arrangement that might at a later
date result in a change in control of the Partnership.


Item 13.  Certain Relationships and Related Transactions

The  Partnership  was  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  Partnership  and the
offering of Units.  The  Partnership 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
Partnership  and its acquisition and disposition of investments in Local Limited
Partnerships.  In  addition,  the  General  Partners  are  entitled  to  certain
Partnership 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 the Partnership is
still a limited partner at the time of such transaction. All such fees, expenses
and  distributions  paid in the three years  ended March 31, 1998 are  described
below  and  in  the  sections  of  the  Prospectus  entitled  "Estimated  Use of
Proceeds",  "Management  Compensation  and Fees" and "Profits and Losses for Tax
Purposes,  Tax Credits and Cash  Distributions".  Such sections are incorporated
herein by reference.  In addition,  Boston  Financial  Property  Management,  an
affiliate of the Managing General Partner,  serves as property  management agent
for four of the properties in which the Partnership invested.

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

Organizational fees and expenses and selling expenses

In accordance  with the Partnership  Agreement,  the Partnership was required to
pay certain fees to and reimburse expenses of the General Partners and others in
connection  with the  organization  of the  Partnership  and the offering of its
Limited Partnership Units.  Selling  commissions,  fees and accountable expenses
related to the sale of the Units totaling  $6,164,983 have been charged directly
to Limited  Partners'  equity.  In connection  therewith,  $3,963,740 of selling
expenses  and  $2,201,243  of  offering  expenses  incurred  on  behalf  of  the
Partnership  have  been  paid  to an  affiliate  of  the  General  Partner.  The
Partnership has capitalized an additional $50,000 of organizational  costs which
were  reimbursed to an affiliate of the General  Partner.  These costs have been
fully amortized.  Total  organization and offering expenses exclusive of selling
commissions  and  underwriting  advisory  fees did not exceed  5.5% of the Gross
Proceeds  and  organizational  and  offering  expenses,   inclusive  of  selling
commissions  and  underwriting  advisory fees, did not exceed 15.0% of the Gross
Proceeds.  No  organizational  fees and expenses and selling  expenses were paid
during the three years ended March 31, 1998.

Acquisition fees and expenses

In accordance  with the Partnership  Agreement,  the Partnership was 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   Partnership's   investments  in  Local  Limited
Partnerships.  Acquisition  fees totaled 8% of the Gross  Proceeds.  Acquisition
expenses  include  such  expenses  as  legal  fees  and  expenses,   travel  and
communications  expenses,  costs of appraisals and accounting fees and expenses.
Acquisition fees totaling  $4,000,000 for the closing of the Partnership's Local
Limited  Partnership  Investments have been paid to an affiliate of the Managing
General Partner.  Acquisition  expenses totaling $770,577 were incurred and have
been reimbursed to an affiliate of the Managing General Partner.  No acquisition
fees or expenses were paid during the three years ended March 31, 1998.

Salaries and benefits expense reimbursements

An affiliate of the Managing  General  Partner is reimbursed for the cost of the
Partnership's salaries, benefits and administrative expenses. The reimbursements
are  based  upon  the  size  and  complexity  of the  Partnership's  operations.
Reimbursements  made in each of the three  years  ended  March  31,  1998 are as
follows:

                                      1998              1997              1996
                                  -------------      ------------     ---------
  Salaries and benefits expense
     reimbursements                 $  162,548        $  138,995     $   146,464


Property management fees

Boston  Financial  Property  Management  ("BFPM"),  an affiliate of the Managing
General Partner,  currently manages five properties in which the Partnership has
invested.  In the years ended March 31, 1997 and 1996, BFPM managed only four of
these five  properties.  Fees  earned by BFPM in each of the three  years  ended
March 31, 1998 are as follows:

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

       Property management fees  $  136,095        $  194,057       $   181,269



Cash distributions paid to the General Partners

In accordance with the Partnership  Agreement,  the General Partners of the 
Partnership,  Franklin,  Inc. and Franklin Limited Partnership,  receive 1% of 
cash distributions made to partners.

No cash  distributions  were paid to the  General  Partners in each of the three
years ended March 31, 1998.

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 each
of the three years ended March 31, 1998 is presented in Note 5 to the  Financial
Statements.




<PAGE>


                                PART IV

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

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

In  response to this  portion of Item 14, the  financial  statements,  financial
statement schedule, and the auditors' reports 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)(b) Reports on Form 8-K
No Reports on Form 8-K were filed during the quarter ended March 31, 1998.

       (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

               Boulevard Commons

(a)(3)(d)  None.


<PAGE>


                                SIGNATURES



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

     BOSTON FINANCIAL QUALIFIED HOUSING LIMITED PARTNERSHIP

     By:   29    Franklin Street, Inc.
           its Managing General Partner



     By:  /s/Randolph G. Hawthorne                      Date: 6/29/98
          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 Partnership and in the capacities and on the dates indicated:



     By:  /s/ Randolph G. Hawthorne                      Date: 6/29/98
          Randolph G. Hawthorne
          Managing Director, Vice President and
          Chief Operating Officer




     By:   /s/Michael H. Gladstone                       Date: 6/29/98
           Michael H. Gladstone
           A Managing Director



                                       
Item 8.  Financial Statements and Supplementary Data


             BOSTON FINANCIAL QUALIFIED HOUSING LIMITED PARTNERSHIP
                             (A Limited Partnership)

          Annual Report on Form 10-K For the Year Ended March 31, 1998
                                      Index


                                                                        Page No.

Report of Independent Accountants
     For the Years Ended March 31, 1998 and 1997                            F-2

Combined Financial Statements

     Combined Balance Sheets - March 31, 1998 and 1997                      F-3

     Combined Statements of Operations - Years Ended
     March 31, 1998, 1997 and 1996                                          F-4

     Combined Statements of Changes in Partners' Equity (Deficiency) Years Ended
     March 31, 1998, 1997 and 1996                                          F-5

     Combined Statements of Cash Flows - Years Ended
     March 31, 1998, 1997 and 1996                                          F-6

     Notes to Combined Financial Statements                                 F-7

Financial Statement Schedule:

      Schedule III - Real Estate and Accumulated Depreciation               F-22

See also Index to Exhibits on Page K-24 for the financial  statements of the 
Local Limited Partnership  included as a separate exhibit in this Annual Report 
on Form 10-K.

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 of
Boston Financial Qualified Housing Limited Partnership:

We have audited the  accompanying  combined  balance sheets of Boston  Financial
Qualified  Housing Limited  Partnership (A Limited  Partnership) as of March 31,
1998 and 1997 and the related  combined  statements  of  operations,  changes in
partners'  equity  (deficiency)  and  cash  flows  and the  financial  statement
schedule listed in Item 14(a) of this Report on Form 10-K, for each of the three
years in the  period  ended  March 31,  1998.  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. As of March 31,
1998 and 1997,  0% and 27%,  respectively,  of total  assets,  and for the years
ended March 31, 1998,  1997 and 1996,  100% of equity in losses of Local Limited
Partnerships,  reflected in the financial statements of the Partnership,  relate
to  Local  Limited  Partnerships  for  which  we did  not  audit  the  financial
statements.  The financial  statements of these Local Limited  Partnerships were
audited by other  auditors  whose  reports  have been  furnished  to us, and our
opinion,   insofar  as  it  relates  to  those   investments  in  Local  Limited
Partnerships, is based solely on the reports of other auditors.

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

In our  opinion,  based on our audits and the  reports  of other  auditors,  the
financial statements referred to above present fairly, in all material respects,
the  financial   position  of  Boston   Financial   Qualified   Housing  Limited
Partnership,  as of March 31, 1998 and 1997,  and the results of its  operations
and its cash  flows for each of the three  years in the period  ended  March 31,
1998, in conformity with generally accepted accounting principles.  In addition,
in our  opinion,  the  financial  statement  schedule  referred  to above,  when
considered  in  relation  to the basic  financial  statements  taken as a whole,
presents  fairly,  in all  material  respects,  the  information  required to be
included therein.


Coopers & Lybrand L.L.P.
Boston, Massachusetts
June 22, 1998



<PAGE>


       BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS LIMITED PARTNERSHIP
                             (A Limited Partnership)

                                       
                COMBINED BALANCE SHEETS - March 31, 1998 and 1997
<TABLE>
<CAPTION>


                                                                         1998                    1997
Assets
<S>                                                                  <C>                     <C>   

Cash and cash equivalents                                            $     243,723           $     453,264
Tenant security deposits                                                     4,731                   4,709
Accounts receivable, net                                                     3,000                  52,665
Marketable securities, at fair value (Notes 1 and 3)                     2,025,236               1,923,032
Mortgagee escrow deposits                                                    6,020                  10,230
Replacement reserve escrow                                                   6,398                   6,092
Bond trusts (Note 7)                                                       107,572                  86,209
Investments in Local Limited Partnerships,
   net of reserve for valuation of
   $685,201 and $328,803 in
   1998 and 1997, respectively (Note 4)                                  1,842,272               4,592,843
Deferred charges, net of accumulated
   amortization of $35,469 and $32,245
   in 1998 and 1997, respectively                                           45,145                  48,369
Rental property, at cost, net of
   accumulated depreciation (Note 6)                                     1,112,647               1,158,106
Other assets                                                                32,193                  33,588
     Total Assets                                                    $   5,428,937           $   8,369,107

Liabilities and Partners' Equity

Accounts payable to affiliates (Note 5)                              $      22,773           $      34,790
Accounts payable and accrued expenses                                       27,577                  46,346
Accrued interest (Note 7)                                                   68,819                  68,819
Tenant security deposits payable                                             4,731                   4,617
Bonds payable (Note 7)                                                   1,210,000               1,210,000
     Total Liabilities                                                   1,333,900               1,364,572

Minority interest in Local Limited Partnership                              58,589                  58,847


General, Initial and Investor Limited Partners' Equity                   4,031,390               6,958,668
Net unrealized gains (losses) on marketable securities                       5,058                 (12,980)
     Total Partners' Equity                                              4,036,448               6,945,688
     Total Liabilities and Partners' Equity                          $   5,428,937           $   8,369,107

</TABLE>

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

<PAGE>
       BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS LIMITED PARTNERSHIP
                             (A Limited Partnership)
<TABLE>
<CAPTION>


                        COMBINED STATEMENTS OF OPERATIONS
                For the Years Ended March 31, 1998, 1997 and 1996

     
   
                                                          1998                 1997                   1996
                                                         -------              -------                -------
<S>                                                <C>                 <C>                      <C>   

Revenue:
   Rental                                          $     228,680       $      227,492           $     22,721
   Investment, net (Note 3)                              146,437              151,516                130,960
   Other                                                  39,094               56,783                 37,548
     Total Revenue                                       414,211              435,791                191,229

Expenses:
   General and administrative, includes
     reimbursements to an affiliate of $162,548,
     $138,995 and $146,464 (Note 5)                      276,279              207,292                173,259
   Bad debt expense                                       52,665                    -                      -
   Rental operations, exclusive of depreciation          104,426              111,221                  8,495
   Interest (Note 7)                                     118,057              118,095                 19,685
   Depreciation (Note 6)                                  45,459               42,547                 13,575
   Amortization (Note 2)                                  66,816              100,691                106,515
   Provision for valuation of
     investments in Local
     Limited Partnerships (Note 4)                       356,398             (137,073)              (510,048)
     Total Expenses                                    1,020,100              442,773               (188,519)

Income (loss) before equity in losses
   of Local Limited Partnerships and minority
   interest in loss of Local Limited
   Partnership                                          (605,889)              (6,982)               379,748

Equity in losses of Local Limited
   Partnerships, including income of
    $822,529 in 1997 for prior year
   adjustments (Note 4)                               (2,321,647)          (2,041,502)            (2,657,886)

Minority interest in loss of
    Local Limited Partnership                                258                  372                    135


Net Loss                                           $  (2,927,278)      $   (2,048,112)         $  (2,278,003)

Net Loss allocated
   To General Partners                             $     (29,273)      $      (20,481)         $     (22,780)
   To Limited Partners                                (2,898,005)          (2,027,631)            (2,255,223)
                                                   $  (2,927,278)      $   (2,048,112)         $  (2,278,003)

Net Loss per Limited Partnership Unit
   (50,000 Units)                                  $      (57.96)      $       (40.55)         $      (45.10)

</TABLE>

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

<PAGE>
       BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS LIMITED PARTNERSHIP
                             (A Limited Partnership)


         COMBINED STATEMENTS OF CHANGES IN PARTNERS' EQUITY (DEFICIENCY)
                For the Years Ended March 31, 1998, 1997 and 1996
<TABLE>
<CAPTION>

                                                                                     Net
                                                    Initial      Investor        Unrealized
                                     General        Limited       Limited           Gains
                                    Partners       Partners      Partners         (Losses)         Total
<S>                              <C>            <C>            <C>            <C>               <C>    

Balance at March 31, 1995        $   (321,649)  $      4,648   $ 11,601,784   $    (28,418)     $11,256,365

Net loss                              (22,780)             -     (2,255,223)             -       (2,278,003)

Net change in net unrealized
   losses on marketable securities
   available for sale (Note 3)              -              -              -           28,381         28,381

Balance at March 31, 1996            (344,429)         4,648      9,346,561              (37)     9,006,743

Net Loss                              (20,481)             -     (2,027,631)               -     (2,048,112)

Net change in net unrealized
   losses on marketable
   securities available
   for sale (Note 3)                        -              -              -          (12,943)       (12,943)

Balance at March 31, 1997            (364,910)         4,648      7,318,930          (12,980)     6,945,688

Net Loss                              (29,273)             -     (2,898,005)               -     (2,927,278)

Net change in net unrealized
   losses on marketable
   securities available
   for sale (Note 3)                        -              -              -           18,038         18,038

Balance at March 31, 1998        $   (394,183)      $  4,648   $  4,420,925     $      5,058   $  4,036,448


</TABLE>

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

<PAGE>
       BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS LIMITED PARTNERSHIP
                             (A Limited Partnership)


                        COMBINED STATEMENTS OF CASH FLOWS
                For the Years Ended March 31, 1998, 1997 and 1996
<TABLE>
<CAPTION>

                                                                1998                1997               1996
<S>                                                       <C>                <C>               <C>  

Cash flows from operating activities:
   Net Loss                                               $   (2,927,278)    $  (2,048,112)    $   (2,278,003)
   Adjustments to reconcile net loss to net
     cash used for operating activities:
     Equity in losses of Local Limited Partnerships            2,321,647         2,041,502          2,657,886
     Provision for valuation of investments in
       Local Limited Partnerships                                356,398          (137,073)          (510,048)
     Bad debt expense                                             52,665                 -                  -
     (Gain) loss on sale of marketable securities                 (1,711)            3,072             (9,470)
     Cash distribution income included in cash
       distributions from Local Limited Partnerships             (21,181)          (41,631)            (5,000)
     Depreciation and amortization                               112,275           143,238            120,090
     Minority interest in losses of Local Limited
       Partnership                                                  (258)             (372)              (135)
     Increase (decrease) in cash arising from changes
       in operating assets and liabilities:
       Tenant security deposits                                      (23)             (642)                 -
       Mortgagee escrow deposits                                   4,210           (10,230)                 -
       Replacement reserve escrow                                   (306)             (276)                 -
       Other assets                                                1,395            33,895            (39,052)
       Accounts payable to affiliate                             (12,017)           18,027              5,017
       Accounts payable and accrued expenses                     (18,769)          (47,928)            (9,883)
       Tenant security deposits payable                              114             1,681                  -
Net cash used for operating activities                          (132,839)          (44,849)           (68,598)

Cash flows from investing activities:
   Purchases of marketable securities                         (2,292,303)       (1,234,961)        (1,547,205)
   Proceeds from sales and maturities
     of marketable securities                                  2,209,848         1,294,295          1,653,011
   Advances to Local Limited
     Partnerships                                                 (3,000)         (321,650)                 -
   Cash distributions received from Local
     Limited Partnerships                                         30,116           163,216            343,431
   Purchase of rental property and equipment                           -           (65,285)                 -
   Bond trust deposits                                           (21,363)          (16,069)           (28,828)
   Cash received upon assumption of General Partner's
     interest in the Combined Entity                                   -                 -             18,540
Net cash provided by (used for) investing activities             (76,702)         (180,454)           438,949

Net increase (decrease) in cash and cash
   equivalents                                                  (209,541)         (225,303)           370,351

Cash and cash equivalents, beginning                             453,264           678,567            308,216

Cash and cash equivalents, ending                         $      243,723     $     453,264     $      678,567

Supplemental disclosure:
   Cash paid for interest                                 $      118,057     $     118,095     $            -
</TABLE>

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

<PAGE>
       BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS LIMITED PARTNERSHIP
                             (A Limited Partnership)


                                      
                   NOTES TO THE COMBINED FINANCIAL STATEMENTS

1.   Organization

Boston Financial  Qualified Housing Limited  Partnership (the "Partnership") was
formed on  January  22,  1987  under the laws of the State of  Delaware  for the
primary  purpose  of  investing,   as  a  limited  partner,   in  other  limited
partnerships  ("Local  Limited  Partnerships"),  each of which  own and  operate
apartment  complexes  benefiting  from  some  form of  federal,  state  or local
assistance program and each of which qualify for low-income housing tax credits.
The Partnership's objectives are to:(i) provide current tax benefits in the form
of tax credits which qualified  investors may use to offset their federal income
tax  liability;  (ii)  preserve  and protect the  Partnership's  capital;  (iii)
provide  limited  cash  distributions  from  property  operations  which are not
expected to constitute  taxable income during  Partnership  operations;  and iv)
provide cash  distributions from sale or refinancing  transactions.  The General
Partners of the  Partnership  are 29 Franklin  Street Inc.,  which serves as the
Managing General Partner, and Franklin 29 Limited  Partnership,  which serves as
the Initial Limited Partner.  Both of the General Partners are affiliates of The
Boston Financial Group Limited Partnership ("Boston Financial"). The fiscal year
of the Partnership ends on March 31.

The Partnership's partnership agreement ("Partnership Agreement") authorized the
sale of up to 50,000 units of Limited  Partnership  Interest ("Units") at $1,000
per Unit,  adjusted for certain  discounts.  The Partnership  raised $49,963,740
("Gross  Proceeds"),  net of  discounts  of $36,260,  through the sale of 50,000
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 April 29, 1988.

Generally,  profits,  losses,  tax  credits and cash flows from  operations  are
allocated  99% to the  Limited  Partners  and 1% to the  General  Partners.  Net
proceeds  from a sale  or  refinancing  will  be  allocated  95% to the  Limited
Partners and 5% to the General Partners after certain priority payments.

Under  the  terms  of the  Partnership  Agreement,  the  Partnership  originally
designated 5% of Gross  Proceeds from the sale of Units as a reserve for working
capital of the  Partnership  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.  As of March
31, 1998, the Managing General Partner has designated  approximately  $1,680,000
of cash, cash equivalents and marketable securities as such Reserve.


2.   Significant Accounting Policies

Basis of Presentation and Combination

The Partnership accounts for its investments in Local Limited Partnerships, with
the  exception  of Hughes  Apartments,  using the equity  method of  accounting,
because the Partnership  does not have a majority control of 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
Partnership's  share  of  income  or  loss  of the  Local  Limited  Partnership,
additional  investments  and  cash  distributions   from   the   Local   Limited
Partnerships.  Equity in income or loss of the  Local  Limited  Partnerships  is
included  currently in the  Partnership's  operations.  The  Partnership  has no
obligation  to fund  liabilities  of the Local  Limited  Partnership  beyond its
investment,  therefore,  a Limited Partnership's  investment will not be carried
below  zero.  To the extent  that equity  losses are  incurred or  distributions
received when the Partnership's  respective  carrying value of the Local Limited
Partnership has been reduced to a zero balance,  the losses will be suspended to
be used against future income,  and  distributions  received will be recorded as
income.  In addition,  valuation  reserves  are  adjusted  for equity  losses in
subsequent years.

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


<PAGE>
       BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS LIMITED PARTNERSHIP
                             (A Limited Partnership)


             NOTES TO THE COMBINED FINANCIAL STATEMENTS (continued)

2.   Significant Accounting Policies (continued)

Basis of Presentation and Combination (continued)

The Managing  General Partner has elected 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  as set forth in  paragraph 22 of ARB 51,
that is included in the  accompanying  combined  financial  statements  is as of
December 31, 1997, 1996 and 1995.

On  October  27,  1995,  an  affiliate  of the  Partnership's  Managing  General
Partners,  BF Harbour View,  Inc.,  became the Local  General  Partner of Hughes
Apartments,   Ltd.  ("Hughes"),   a  Local  Limited  Partnership  in  which  the
Partnership  has  invested.  Since the  Local  General  Partner  of Hughes is an
affiliate of the Partnership  and has a controlling  financial  interest in the
Local  Limited  Partnership  as set  forth  in  paragraph  22 of ARB 51  these
combined financial statements include financial activity of Hughes for the years
ended  December 31, 1997,  1996 and from  November 1, 1995 through  December 31,
1995.  All  significant   intercompany   balances  and  transactions  have  been
eliminated.

The  Partnership  has elected to report the results of Hughes on a 90 day lag 
basis, consistent  with the  presentation  of the financial  information  of all
Local Limited Partnerships.

The Partnership  recognizes a decline in the carrying value of its investment 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 the carrying value
of  investments  in Local Limited  Partnerships  may be subject to material near
term adjustments.

The  Partnership,  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 for
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.

Cash and Cash Equivalents

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

Marketable Securities

Marketable securities consist primarily of U.S. treasury instruments and various
asset-backed  investment vehicles.  The Partnership's  marketable 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. All marketable
securities  have fixed  maturities.  Realized gains and 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.

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
Partnership  will adopt the new standard  beginning in the first  quarter of the
fiscal year ending March 31, 1999,  but it is not expected to have a significant
effect on the Partnership's financial position or results of operations.
 .


<PAGE>


             NOTES TO THE COMBINED FINANCIAL STATEMENTS (continued)

2.   Significant Accounting Policies (continued)

Deferred Charges

Bond financing costs incurred in connection  with financing the  construction of
Hughes have been capitalized and are being amortized over the 25-year term of 
the bonds using the straight line method of amortization.

Rental Property

Real estate and personal property of Hughes are recorded in accordance with SFAS
121. Valuation allowances are established when the carrying value of such assets
exceeds their estimated  receivable amounts.  Depreciation is computed using the
straight-line method over the estimated useful lives of the assets.

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.

Rental Income

Rental  income,  principally  from  short term  leases on  apartment  units,  is
recognized as income as rentals become due.

Fair Value of Financial Instruments

Statements  of  Financial   Accounting  Standards  No.  107  ("SFAS  No.  107"),
Disclosures About Fair Value of Financial  Instruments,  requires disclosure for
the fair value of most on- and off-balance sheet financial instruments for which
it is  practicable  to estimate  that value.  The scope of SFAS No. 107 excludes
certain financial  instruments,  such as trade receivables and payables when the
carrying value  approximates the fair value and investments  accounted for under
the equity method, and all nonfinancial assets, such as real property.  The fair
values of the  Partnership's  assets and liabilities  which qualify as financial
instruments under SFAS No. 107, except the bond trusts (see Note 7), approximate
their carrying amounts in the accompanying balance sheets.

Income Taxes

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

Reclassifications

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

















             NOTES TO THE COMBINED FINANCIAL STATEMENTS (continued)


3.   Marketable Securities

A summary of marketable securities is as follows:
<TABLE>
<CAPTION>

                                                                Gross             Gross
                                                              Unrealized      Unrealized           Fair
                                              Cost              Gains            Losses            Value
<S>                                      <C>                 <C>              <C>              <C>  

Debt securities issued by the
   US Treasury and
   other US Government
   corporations and agencies             $  1,836,517        $     6,426      $    (3,884)     $   1,839,059

Mortgage backed securities                    183,661              2,516                -            186,177

Marketable securities
   at March 31, 1998                     $  2,020,178        $     8,942      $    (3,884)     $   2,025,236

Debt securities issued by the
   US Treasury and
   other US Government
   corporations and agencies             $  1,511,712         $   3,283        $ (13,174)      $  1,501,821

Mortgage backed securities                    405,200               498           (3,632)           402,066

Other debt securities                          19,100                45                -             19,145

Marketable securities
   at March 31, 1997                     $  1,936,012         $   3,826        $ (16,806)      $  1,923,032

</TABLE>

The contractual maturities at March 31, 1998 are as follows:
<TABLE>
<CAPTION>

                                                                                                Fair
                                                                                  Cost          Value
<S>                                                                            <C>           <C>  

Due in one year or less                                                       $  638,382     $   638,792
Due in one year to five years                                                  1,198,135       1,200,267
Mortgage backed securities                                                       183,661         186,177
                                                                              $2,020,178     $ 2,025,236
</TABLE>


Actual maturities may differ from contractual  maturities because some borrowers
have the right to call or prepay obligations. Proceeds from sales and maturities
of securities were approximately  $2,210,000,  $1,294,000 and $1,653,000 for the
years ended March 31, 1998, 1997 and 1996, respectively.  Included in investment
income are gross gains of $7,098, $4,492 and $16,733 and gross losses of $5,387,
$7,564 and $7,263  which were  realized  on these  sales  during the years ended
March 31, 1998, 1997 and 1996, respectively.


4.   Investments in Local Limited Partnerships

The   Partnership  has  acquired   interests  in   thirty-three   Local  Limited
Partnerships,  excluding  Hughes,  which own and  operate  multi-family  housing
complexes, all of which are government-assisted.



<PAGE>


             NOTES TO THE COMBINED FINANCIAL STATEMENTS (continued)

4.   Investments in Local Limited Partnerships (continued)

The  Partnership,  as Investor  Limited  Partner  pursuant to the various  Local
Limited Partnership Agreements which contain certain operating and distribution
restrictions,  has generally acquired a 99% interest in the profits, losses, tax
credits  and  cash  flows  from   operations   of  each  of  the  Local  Limited
Partnerships, with the exception of Barrington Manor, Graver Inn, 600 Dakota and
Duluth which are 49.5%. Upon dissolution, proceeds will be distributed according
to each respective partnership agreement.

A summary of  Investments in Local Limited  Partnerships, excluding  Hughes,  at
March 31, 1998, 1997 and 1996 is as follows:
<TABLE>
<CAPTION>

                                                               1998              1997              1996
<S>                                                       <C>               <C>                <C>   

Capital contributions to Local Limited
   Partnerships and purchase price paid to
   withdrawing partners of Local Limited
   Partnerships                                           $  36,256,165     $  36,256,165      $  36,256,165

Cumulative equity in losses of Local Limited 
   Partnerships  (excluding cumulative
   unrecognized  losses of $22,515,719,  
   $12,515,308 and $9,589,820 at March 31, 1998,
   1997 and 1996, respectively)                             (35,762,306)      (33,461,841)       (31,456,648)

Cumulative cash distributions received
   from Local Limited Partnerships                           (1,602,549)       (1,572,433)        (1,414,539)

Investments in Local Limited Partnerships
   before adjustment                                         (1,108,690)        1,221,891          3,384,978

Excess of investment cost over the underlying net assets acquired:

   Acquisition fees and expenses                              4,770,577         4,770,577          4,770,577

   Accumulated amortization of acquisition
     fees and expenses                                       (1,134,414)       (1,070,822)          (973,355)

Investments in Local Limited Partnerships                     2,527,473         4,921,646          7,182,200

Reserve for Valuation of Investments in
   Local Limited Partnerships                                  (685,201)         (328,803)          (787,526)
                                                          $   1,842,272     $   4,592,843      $   6,394,674
</TABLE>

The 1997, 1996 and 1995 financial statements of 2225 New York Avenue, LTD ("2225
New  York  Avenue"),  a Local  Limited  Partnership  in  which  the  Partnership
invested,  were  prepared  assuming that 2225 New York Avenue will continue as a
going  concern.  2225 New York  Avenue,  which owns Pebble  Creek in  Arlington,
Texas,  incurred  significant  net losses in 1997,  1996 and 1995 and has severe
liquidity  problems and recurring  cash deficits.  These factors,  among others,
raise  substantial  doubt as to 2225 New York Avenue's  ability to continue as a
going  concern.  As such,  the  Partnership  provided a reserve for valuation of
$1,885,841  against its  investment  in 2225 New York Avenue at March 31,  1992.
This  reserve  has been  adjusted  in the  financial  statements  to reflect the
Partnership's  share of the net  losses  of 2225 New York  Avenue  for the years
ended  December  31,  1993  through  1997.  Equity in  losses  of Local  Limited
Partnerships for the years ended March 31, 1998, 1997 and 1996 includes $55,803,
$449,345 and $500,670,  respectively,  related to 2225 New York Ave. The reserve
for valuation of investments in Local Limited  Partnerships  has been reduced by
these amounts. As a result, these losses have no effect on the Partnership's Net
Loss.

The  Partnership has also provided a reserve for valuation for its investment in
five Local Limited  Partnerships,  Graver Inn, Sierra Pointe,  Barrington Manor,
600 Dakota and Duluth,  because there is evidence of a non-temporary  decline in
the recoverable amount of these investments.
             NOTES TO THE COMBINED FINANCIAL STATEMENTS (continued)

4.   Investments in Local Limited Partnerships (continued)

Included in cumulative  equity in losses of Local Limited  Partnerships is 
$822,529 of income  recognized during the year ended March 31, 1997 as a result 
of a change in accounting method of two Local Limited Partnerships.

Summarized financial  information as of December 31, 1997, 1996 and 1995 (due to
the Partnership's policy of reporting financial information of its Local Limited
Partnership  interests on a 90 day lag basis) of the Local Limited Partnerships,
excluding  Hughes,  in which the  Partnership has invested as of that date is as
follows:

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

                  
                                                            1997                   1996                  1995
<S>                                                   <C>                    <C>                   <C>   

Assets:
   Investment property, net                           $     94,727,330       $    104,825,788      $   108,942,454
   Current assets                                            2,033,143              2,686,076            2,801,351
   Other assets                                              9,048,810              9,247,079            9,921,430
     Total Assets                                     $    105,809,283       $    116,758,943      $   121,665,235

Liabilities and Partners' Deficit:
   Current liabilities (includes current portion
     of long-term debt)                               $     17,747,512       $     14,381,389      $     5,948,489
   Other debt                                                4,551,240             15,883,277           14,021,083
   Long-term debt                                          110,449,979            100,798,039          110,465,789
     Total Liabilities                                     132,748,731            131,062,705          130,435,361

Partners' Deficit:
   Partnership Deficit                                     (26,663,482)           (14,087,983)          (8,764,328)
   Other Partners' Deficit                                    (275,966)              (215,779)              (5,798)
     Total Partners' Deficit                               (26,939,448)           (14,303,762)          (8,770,126)
     Total Liabilities and Partners' Deficit          $    105,809,283       $    116,758,943      $   121,665,235

Summarized Income Statements - for
the years ended December 31,

                                                            1997                   1996                  1995

Rental and other revenue                             $      19,707,452       $    19,530,795       $    21,087,845

Expenses:
   Interest                                                  9,720,959             9,754,129            10,481,568
   Operating                                                17,741,869            10,860,840            10,544,604
   Depreciation and amortization                             4,671,464             4,717,555             5,269,753
     Total Expenses                                         32,134,292            25,332,524            26,295,925

Net loss                                             $     (12,426,840)      $    (5,801,729)      $    (5,208,080)

Partnership's share of net loss (1996 includes an
   adjustment relating to prior
    year as discussed above)                         $     (12,300,877)      $    (4,925,359)      $    (5,153,645)
Other Partners' share of net loss                    $        (125,963)      $      (110,302)      $       (54,435)
</TABLE>

For the years ended  March 31,  1998,  1997 and 1996,  the  Partnership  has not
recognized $10,000,411,  $2,925,488 and $2,500,759,  respectively,  in equity in
losses relating to twenty Local Limited  Partnerships where cumulative equity in
losses and cumulative distributions exceeded its total investments.


<PAGE>


             NOTES TO THE COMBINED FINANCIAL STATEMENTS (continued)

4.   Investments in Local Limited Partnerships (continued)

The  Partnership's  deficit as reflected by the Local  Limited  Partnerships  of
$26,663,482  differs  from  the  Partnership's   Investments  in  Local  Limited
Partnerships  before  adjustment  of  $1,108,690  principally  because:  a)  the
Partnership has not recognized $22,515,719 of equity in losses relating to Local
Limited  Partnerships  whose  cumulative  equity in losses and  cumulative  cash
distributions  exceeded  their total  investments  and b) purchase price paid to
original  Limited  Partners by the  Partnership  have not been  reflected in the
balance sheets of certain Local Limited Partnerships.


5.   Transactions with Affiliates

An affiliate of the Managing  General  Partner is reimbursed for the actual cost
of the Partnership's operating expenses.  Included in general and administrative
expenses for the years ended March 31, 1998, 1997 and 1996 is $162,548, $138,995
and $146,464,  respectively, that has been paid or is payable by the Partnership
as reimbursement for salaries and benefits.  At March 31, 1998 and 1997, $22,773
and $34,790,  respectively,  is payable to an affiliate of the Managing  General
Partner.

Boston  Financial  Property  Management  ("BFPM"),  an affiliate of the Managing
General  Partner,  currently  manages Windsor Court,  Rolling Green and Terrace,
three  properties in which the  Partnership  has invested.  ( In the years ended
December  31,  1996 and 1995,  BFPM also  managed  Sierra  Vista.)  Included  in
operating  expenses  in  the  summarized  income  statements  in  Note  4 to the
Financial  Statements is $136,095,  $194,057 and $181,269 of fees earned by BFPM
for the years ended December 31, 1997, 1996 and 1995, respectively.


6.   Rental Property

Real  estate and  personal  property  belonging  to Hughes are  recorded in
accordance  with SFAS  121,  the  components  of which  are as  follows  at
December 31, 1997 and 1996:
<TABLE>
<CAPTION>

                                                                                  1997                  1996

   <S>                                                                       <C>                   <C>    
   
   Land                                                                      $     29,008          $    29,008
   Building and improvements                                                    1,490,659            1,490,659
   Equipment and furnishings                                                       26,817               26,817
                                                                                1,546,484            1,546,484
   Less accumulated depreciation                                                 (433,837)            (388,378)
   Total                                                                     $  1,112,647           $1,158,106

</TABLE>

7.   Bonds Payable

Hughes  financed  the  construction  of the project  through the sale of 25 year
Industrial  Development Revenue Bonds ("the Bonds") by the city of Mandan, North
Dakota and leased the property  from the city for rental equal to the sum of the
annual  principal  payment and semiannual  interest  payments on the Bonds.  The
Bonds bear  interest  at 9.75%.  The leased  property is included as an asset of
Hughes and the bonds have been recorded as a direct obligation of Hughes.

The bond  financing  documents  require  that a portion of the bond  proceeds be
deposited in a bond reserve trust  account and that only interest  income on the
account can be used for operations.  The funds can be withdrawn only by the bond
trustee in the event that there is insufficient  cash in the bond account to pay
the annual bond  payments.  If the bond  trustee  does draw on the bond  reserve
trust  account,  the  amount  withdrawn  must  be  replaced  or  Hughes  will be
considered in default on the remaining  outstanding  bonds. The bond trustee
withdrew funds from this account in 1996 and 1995. The amounts  withdrawn have
not  been  replaced,  and  consequently,  Hughes  is in  default  of  its  lease
agreement.


<PAGE>


             NOTES TO THE COMBINED FINANCIAL STATEMENTS (continued)

7.   Bonds Payable (continued)

The bond trust account is used to receive deposits from Hughes for principal and
interest  payments on the bonds.  The trustee  makes all  principal and interest
payments on the bonds from this trust account.

Effective October 27, 1995, an affiliate of the  Partnership's  Managing General
Partner replaced the Local General Partner of Hughes and successfully negotiated
a  Forbearance  Agreement  with the  trustee  whereby the  mortgage  arrears and
capital  repairs  would  be  funded  from  Partnership  and bond  reserves.  The
agreement  calls for  interest  payments  on June 1 and  December  1,  annually,
through  2005 of  $58,987.50  at each  payment  date.  On December 1, 2005,  all
arrears are due and payable.

Based  on the  unique  terms of the  financing and lack of available market data
for agreements with similar characteristics,  management  believes  it is not
practicable to estimate the fair value of this arrangement.

The balances in the Trust  accounts  required to be  maintained  pursuant to the
bond financing documents at December 31, 1997 and 1996 are as follows:

                                     1997               1996
Bond reserve trust               $    79,358        $  75,571
Bond trust                            28,214           10,638
                                 $   107,572        $  86,209

The Bond reserve trust account  consists of investments in U.S.  Treasury notes,
which are  considered  held to maturity and are due in January 1999.  Investment
cost as of December 31, 1997 and 1996 is $79,358 and $75,571, respectively. Fair
value as of December  31, 1997 and 1996 is $80,413  and  $76,725,  respectively.
Unrealized gains of $1,055 and $1,154 in 1997 and 1996,  respectively,  have not
been recognized as the notes will be held to maturity.


8.  Transfer of Interests in Local Limited Partnerships

On November  10, 1997,  the  Managing  General  Partner  transferred  50% of its
interest in capital and profits of Barrington Manor,  Graver Inn, 600 Dakota and
Duluth to the local general partner.  Included in this transfer is a put option.
The put  option  grants  the  Managing  General  Partner  the  right  to put the
Partnership's  remaining interest to the local general partner anytime after one
year has elapsed. For financial reporting purposes,  the Partnership has written
down  the  carrying  value  of  these  investments  in  Local  Limited
Partnerships to zero,  because it is unknown as to whether the Partnership  will
be able to recover its invested  balances.  The Partnership will retain its full
share of tax  credits  until such time as the  remaining  interest is put to the
local general partner.




<PAGE>


             NOTES TO THE COMBINED FINANCIAL STATEMENTS (continued)

9.   Federal Income Taxes

A reconciliation  of the loss reported in the Combined  Statements of Operations
for the fiscal  years ended March 31, 1998,  1997 and 1996 to the loss  reported
for federal income tax purposes for the years ended December 31, 1997,  1996 and
1995 are as follows:
<TABLE>
<CAPTION>

                                                                       1998              1997           1996
<S>                                                               <C>               <C>            <C>  

Net Loss per Statements of Operations                             $   (2,927,278)   $ (2,048,112)  $ (2,278,003)
   Adjustment to reflect March 31, fiscal
     year-end to December 31,
     taxable year-end                                                   (291,494)        230,663         26,458
   Provision for valuation of Investments in
     Local Limited Partnerships not deductible
     for tax purposes                                                    356,398        (458,723)      (510,048)
   Amortization of acquisition fees and
     expenses for tax purposes over
     amortization for financial
     reporting purposes                                                 (109,884)        (94,149)       (67,497)
   Adjustment for equity in losses of Local
     Limited Partnerships for financial
     reporting purposes over (under)
     equity in losses for tax purposes                                 5,611,504      (1,829,071)      (700,632)
   Equity in losses of Local Limited
     Partnerships not recognized
     for financial reporting purposes                                (10,000,411)     (2,925,488)    (2,500,759)
   Other                                                                 353,134         (22,963)       (29,565)
Net loss for federal income tax purposes                          $   (7,008,031)   $(7,147,843)$    (6,060,046)
</TABLE>

The  differences of the assets and  liabilities of the  Partnership  for 
financial  reporting  purposes and tax reporting  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          $   1,842,272           $ (25,958,295)      $ (27,800,567)
Other assets                                       $   3,586,665           $   8,908,049       $  (5,321,384)
Liabilities                                        $   1,333,900           $      28,034       $   1,305,866
</TABLE>

The  differences  in assets and  liabilities  of the  Partnership  for financial
reporting  purposes are primarily  attributable to: (i) for financial  reporting
purposes, the Partnership combines the financial statements of one Local Limited
Partnership  with its financial  statements;  for tax reporting purposes,  this 
entity is carried  on the equity  method;  (ii) the  cumulative  equity in loss 
from Local Limited Partnerships,  including the combined entity, for tax 
reporting purposes is  approximately  $5,334,000  greater than for  financial 
reporting  purposes, including  approximately  $22,516,000  of  losses  the 
Partnership  has not  recognized relating to twenty Local Limited  Partnerships 
whose cumulative equity in losses exceeded its total  investment;  (iii) the  
amortization of acquisition fees for tax reporting purposes  exceeds  financial
reporting  purposes  by  approximately $520,000;  (iv) approximately  $7,000 of 
cash distributions  received from Local Limited Partnerships during the quarter 
ended March 31, 1998 are not included in the  Partnership's  Investments  in 
Local  Limited  Partnerships  for tax reporting purposes at December  31, 1997;
and (v)  organizational  and offering  costs of approximately  $6,165,000 that 
have been capitalized for tax reporting  purposes are charged to Limited 
Partners' equity for financial reporting purposes.


<PAGE>


              NOTES TO THE COMBINED FINANCIAL STATEMENTS(continued)


9.   Federal Income Taxes (continued)

The  differences of the assets and  liabilities of the Partnership for financial
reporting purposes and tax purposes as of March 31, 1997 are as follows:
<TABLE>
<CAPTION>

                                                      Financial                  Tax
                                                      Reporting               Reporting
                                                      Purposes                Purposes          Differences
<S>                                                <C>                     <C>                 <C> 

Investments in Local Limited Partnerships          $   4,592,843           $ (18,840,655)      $ (23,433,498)
Other Assets                                       $   3,776,264           $   8,797,014       $  (5,020,750)
Liabilities                                        $   1,364,572           $      26,608       $   1,337,964
</TABLE>

The  difference  in assets and  liabilities  of the  Partnership  for  financial
reporting  purposes are primary  attributable  to: (i) for  financial  reporting
purposes, the Partnership combines the financial statements of one Local Limited
Partnership  with its financial  statements;  for tax reporting purposes,  this 
entity is carried  on the equity  method;  (ii) the  cumulative  equity in loss 
from Local Limited Partnerships,  including the combined entity, for tax 
reporting purposes is  approximately  $10,924,000  greater than for financial  
reporting  purposes, including  approximately  $12,515,000  of  losses  the 
Partnership  has not  recognized relating to fourteen  local  limited  
partnerships  whose  cumulative  equity in losses exceeded its total investment;
(iii) the amortization of acquisition fees for tax reporting purposes exceeds  
financial  reporting  purposes by approximately $410,000;  (iv) approximately 
$130,000 of cash distributions received from Local Limited  Partnerships during 
the quarter ended March 31, 1997 are not included in the  Partnership's  
Investments  in Local  Limited  Partnerships  for tax reporting
purposes at December  31, 1997;  and (v)  organizational  and offering  costs of
approximately  $6,165,000 have been  capitalized for tax reporting  purposes are
charged to Limited Partners' equity for financial reporting purposes.


<PAGE>


             NOTES TO THE COMBINED FINANCIAL STATEMENTS (continued)


10.   Supplemental Combining Schedules

                                 Balance Sheets
<TABLE>
<CAPTION>

                                            Boston Financial
                                           Qualified Housing        Hughes
                                            Tax Credits           Apartments
                                             L.P. (A)             Ltd.(B)      Eliminations         Combined
<S>                                        <C>                  <C>               <C>               <C> 

Assets
Cash and cash equivalents                  $        241,259     $        2,464    $           -     $    243,723
Tenant security deposits                                  -              4,731                -            4,731
Accounts receivable, net                             56,490                  -          (53,490)           3,000
Marketable securities, at fair value              2,025,236                  -                -        2,025,236
Mortgagee escrow deposits                                 -              6,020                -            6,020
Replacement reserve escrow                                -              6,398                -            6,398
Bond trusts                                               -            107,572                -          107,572
Investments in Local Limited
    Partnerships,net                              1,721,637                  -          120,635        1,842,272
Deferred charges, net                                     -             45,145                -           45,145
Rental property at cost, net                              -          1,112,647                -        1,112,647
Other assets                                         25,779              6,414                -           32,193
      Total Assets                         $      4,070,401     $    1,291,391    $      67,145     $  5,428,937

Liabilities and Partners' Equity
Accounts payable to affiliates             $         22,773     $       53,490    $     (53,490)    $     22,773
Accounts payable and accrued
    expenses                                         11,180             16,397                -           27,577
Accrued interest                                          -             68,819                -           68,819
Tenant security deposits payable                          -              4,731                -            4,731
Bonds payable                                             -          1,210,000                -        1,210,000
      Total Liabilities                              33,953          1,353,437          (53,490)       1,333,900

Minority interest in Local Limited
    Partnership                                           -                  -           58,589           58,589

General, Initial and Investor
    Limited Partners' Equity                      4,031,390            (62,046)          62,046        4,031,390
Net unrealized gains                                  5,058                  -                -            5,058
      Total Partners' Equity                      4,036,448            (62,046)          62,046        4,036,448
      Total Liabilities and
       Partners' Equity                    $      4,070,401     $    1,291,391    $      67,145     $  5,428,937
</TABLE>

(A) As of March 31, 1998. 
(B) As of December 31, 1997.


<PAGE>


             NOTES TO THE COMBINED FINANCIAL STATEMENTS (continued)

10.  Supplemental Combining Schedules (continued)

                            Statements of Operations
<TABLE>
<CAPTION>

                                           Boston Financial
                                           Qualified Housing         Hughes
                                              Tax Credits          Apartments
                                             L.P. (A)             Ltd.(B)      Eliminations          Combined
<S>                                        <C>                  <C>               <C>              <C>   

Revenue:
   Rental                                  $              -     $     228,680     $          -     $       228,680
   Investment                                       139,325             7,112                -             146,437
   Other                                             29,506             9,588                -              39,094
     Total Revenue                                  168,831           245,380                -             414,211

Expenses:
   General and administrative                       276,279                 -                -             276,279
   Bad debt expense                                  52,665                 -                -              52,665
   Rental operations, exclusive
     of depreciation                                      -           104,426                -             104,426
   Interest                                               -           118,057                -             118,057
   Depreciation                                           -            45,459                -              45,459
   Amortization                                      63,592             3,224                -              66,816
   Provision for valuation of
     investments in Local
       Limited Partnerships                         356,398                 -                -             356,398
     Total Expenses                                 748,934           271,166                -           1,020,100

Loss before equity in losses
   of Local Limited Partnerships
   and minority interest                           (580,103)          (25,786)               -            (605,889)

Equity in losses of Local
   Limited Partnerships                          (2,347,175)                -           25,528          (2,321,647)

Minority interest in loss of
   Local Limited Partnership                              -                 -              258                 258

Net Loss                                   $     (2,927,278)    $     (25,786)    $     25,786     $    (2,927,278)

</TABLE>

(A) For the year ended March 31, 1998. 
(B) For the year ended December 31, 1997.


<PAGE>


             NOTES TO THE COMBINED FINANCIAL STATEMENTS (continued)

10.  Supplemental Combining Schedules (continued)

                            Statements of Cash Flows
<TABLE>
<CAPTION>

                                         Boston Financial
                                         Qualified Housing        Hughes
                                            Tax Credits         Apartments
                                             L.P. (A)             Ltd.(B)      Eliminations          Combined
<S>                                        <C>                <C>              <C>               <C>    

Cash flows from operating activities:
   Net Loss                                $ (2,927,278)      $    (25,786)    $    25,786       $   (2,927,278)
   Adjustments to reconcile net loss to
     net cash provided by (used for)
     operating activities:
   Equity in losses of Local Limited
     Partnerships                             2,347,175                  -         (25,528)           2,321,647
   Provision for valuation
     of investments in Local
     Limited Partnerships                       356,398                  -               -              356,398
   Bad debt expense                              52,665                  -               -               52,665
   Loss on sale of marketable securities         (1,711)                 -               -               (1,711)
   Cash distribution income included in
     cash distributions from
     Local Limited Partnerships                 (21,181)                 -               -              (21,181)
   Depreciation and amortization                 63,592             48,683               -              112,275
   Minority interest in losses of Local
     Limited Partnership                              -                  -            (258)                (258)
   Increase (decrease) in cash arising
   from changes in operating assets
   and liabilities:
     Tenant security deposits                         -                (23)              -                  (23)
     Mortgagee escrow deposits                        -              4,210               -                4,210
     Replacement reserve escrow                       -               (306)              -                 (306)
     Other assets                                 5,145             (3,750)              -                1,395
     Accounts payable to affiliate              (12,017)                 -               -              (12,017)
     Accounts payable and accrued
       expenses                                 (16,910)            (1,859)              -              (18,769)
     Tenant security deposits payable                 -                114               -                  114
Net cash provided by (used for)
   operating activities                        (154,122)            21,283               -             (132,839)

Cash flows from investing activities:
   Purchases of marketable securities        (2,292,303)                 -               -           (2,292,303)
   Proceeds from sales and maturities
     of marketable securities                 2,209,848                  -               -            2,209,848
   Advances to Local Limited
     Partnerships                                (3,000)                 -               -               (3,000)
   Cash distributions received from
     Local Limited Partnerships                  30,116                  -               -               30,116
   Purchase of rental property and
     equipment                                        -                  -               -                    -
   Bond trust deposits                                -            (21,363)              -              (21,363)
Net cash used for investing activities          (55,339)           (21,363)              -              (76,702)

</TABLE>

<PAGE>


             NOTES TO THE COMBINED FINANCIAL STATEMENTS (continued)

10.  Supplemental Combining Schedules (continued)

                            Statements of Cash Flows
<TABLE>
<CAPTION>

                                           Boston Financial
                                           Qualified Housing      Hughes
                                             Tax Credits        Apartments
                                              L.P. (A)            Ltd.(B)     Eliminations       Combined
<S>                                        <C>                <C>              <C>               <C>   

Net decrease in cash and cash equivalents      (209,461)               (80)              -             (209,541)

Cash and cash equivalents, beginning            450,720              2,544               -              453,264

Cash and cash equivalents, ending          $    241,259       $      2,464     $         -       $      243,723

</TABLE>

(A) For the year ended March 31, 1998. 
(B) For the year ended December 31, 1997.



<TABLE>
<CAPTION>
                                                    COST OF INTEREST AT AQUISITION DATE                       GROSS AMOUNT
                                                                                                                AT WHICH
                                                                                                               CARRIED AT
                                                                                                              DECEMBER 31,
                                                                                                                  1997
                                                    -------------------------------------                    ---------------
                                                                                          NET IMPROVEMENTS
                            NUMBER       TOTAL                         BUILDINGS /           CAPITALIZED
                              OF        ENCUM-                         IMPROVEMENTS         SUBSEQUENT TO       LAND AND
DESCRIPTION                 UNITS      BRANCES *          LAND         & EQUIPMENT           ACQUISITION      IMPROVEMENTS
-----------                 -----      ---------          ----         -----------           -----------      ------------
<S>                              <C>     <C>               <C>              <C>                   <C>             <C>              
Low and Moderate
Income Apartment Complexes

Barrington Manor                 18      $  615,000        $  30,000        $ 555,638             $  242,106      $  32,011
  Fargo, ND
Bingham Housing                  24       1,163,496           48,934          362,172              1,031,324         48,934
Associates
  Bingham, ME
Birmingham Village               24       1,158,176           61,900          190,424              1,166,788         61,900
  Randolph, ME
Bittersweet Lane                 35       2,427,903           69,300        2,884,207                374,582         69,300
  Randolph , MA
Coronodo Courts                 145       3,731,253          452,331        4,995,460               (33,448)        452,331
  Douglas, AZ
Elmore Hotel                     60       3,261,876           12,500        2,976,388                515,543         12,500
  Great Falls, MT
Graver Inn                       70       1,971,386           30,000        2,208,960                843,461         40,914
  Fargo, ND
Hazel Winthrop Apartments        30       2,117,621           45,000        2,548,540              (115,800)         45,000
  Chicago, IL
Hughes Apartments                47       1,210,000           28,000        1,260,066                258,418         29,008
  Mandan, ND
Lakeview Heights                 83       2,793,695          217,588        2,896,224                274,181        217,588
  Clearfield, UT
Medford Hotel                    76       3,186,176           12,500        2,747,997              1,853,845         12,500
  Medford, OR
Heritage View                    24       1,162,225           64,800          690,736                682,131         64,800
  New Sweden, ME
Rolling Green Apartments        166       4,788,046          286,350        6,254,575                130,329        286,350
  Edmond, OK
Sierra Pointe Apartments        209       7,152,930          382,000        8,001,390              1,069,030        336,087
 Aurora, CO
Terrace Apartments              206       5,249,923          350,000        6,470,754              (265,833)        369,724
  Oklahoma City, OK
Trenton Apartments               37         841,706          154,000          899,293                100,993        154,000
  Salt Lake City, UT
Windsor Court Apartments        143       4,498,473          280,000        5,579,636              (247,415)        282,350
  Aurora, CO
Sierra Vista                    160       6,288,417          434,866        8,056,238                 18,894        434,866
  Las Vegas, NV
Willow Peg Village               57       1,476,803          125,000        1,741,799                  4,166        125,000
  Ricon, GA
Pebble Creek                    352       7,955,434          794,000        9,563,687                244,473        734,800
  Arlington, TX
Pine Village                     36         938,715           40,000          960,000                189,698         40,000
  Pine Mountain, GA
Talbot Village                   24         601,258           21,775          545,547                192,054         20,000
  Talbolton, GA
Logan Plaza                     130      10,985,662          969,289       13,287,069                355,742        969,289
  New York, NY
Cass House                      111       7,993,802          222,000       11,423,209                 47,910        222,000
  Boston, MA
Verdean Gardens   (A)           110       7,621,194          214,992        8,891,168            (3,764,800)        214,992
  New Bedford, MA
Country Estates                  24         595,011           22,500          734,409                      0         22,500
  Glenville, GA
Boulevard Commons               212      10,455,270          318,000        3,580,316             10,892,825        318,000
  Chicago, IL
Chestnut Lane                    50       1,471,733           93,484          848,922                888,481         93,322
  Newman, GA
600 Dakota Properties            28         640,000           64,353          769,608                 36,538         63,670
  Wahpeton,  ND
Duluth                           11         257,454           24,000          363,810                 13,214         24,000
  Souix Falls, SD
Delmar                           16         416,889           75,000          495,203                 25,015         75,000
  Gillette, WY
Park Terrace                    101       3,547,906          393,713        4,781,404                188,147        393,713
  Dundalk, MD
Brentwood Manor II               22         769,131           44,980        1,118,947                 20,991         44,980
  Nashua, NH
Hillcrest Apts 3                 24         591,329           17,000          727,587                 13,579         17,000
  Perryville, MO

                           -------------------------------------------------------------------------------------------------
Subtotal                      2,865    $109,935,893       $6,400,155     $119,411,383            $17,247,162     $6,328,429

Less Combined Entity             47       1,210,000           28,000        1,260,066                258,418         29,008        

                           -------------------------------------------------------------------------------------------------
Total                         2,818     108,725,893        6,372,155      118,151,317             16,988,744      6,299,421      
                           =================================================================================================

</TABLE>

<PAGE>


<TABLE>
<CAPTION>

                                                                               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

Barrington Manor              $  795,733    $  827,744   $  224,282  1927      various      12/31/87
  Fargo, ND
Bingham Housing                1,393,496     1,442,430      328,407  1988      various      12/30/87
Associates
  Bingham, ME
Birmingham Village             1,357,212     1,419,112      318,334  1988      various      12/30/87
  Randolph, ME
Bittersweet Lane               3,258,789     3,328,089    1,156,282  1988      various      10/27/87
  Randolph , MA
Coronodo Courts                4,962,012     5,414,343    1,675,292  1945      various      12/18/87
  Douglas, AZ
Elmore Hotel                   3,491,931     3,504,431    1,276,916  1917      various      12/22/87
  Great Falls, MT
Graver Inn                     3,041,507     3,082,421      873,257  1917      various      12/31/87
  Fargo, ND
Hazel Winthrop                 2,432,740     2,477,740      670,588  1910      various      12/30/87
Apartments
  Chicago, IL
Hughes Apartments              1,517,476     1,546,484      433,837  1926      various      12/31/87
  Mandan, ND
Lakeview Heights               3,170,405     3,387,993    1,013,691  1972      various      12/30/87
  Clearfield, UT
Medford Hotel                  4,601,842     4,614,342    1,363,770  1915      various      12/22/87
  Medford, OR
Heritage View                  1,372,867     1,437,667      325,665  1988      various      12/30/87
  New Sweden, ME
Rolling Green Apartments       6,384,904     6,671,254    2,515,393  1974      various      09/30/87
  Edmond, OK
Sierra Pointe Apartments       9,116,333     9,452,420    3,709,215  1973      various      09/30/87
 Aurora, CO
Terrace Apartments             6,185,197     6,554,921    2,538,092  1970      various      11/20/87
  Oklahoma City, OK
Trenton Apartments             1,000,286     1,154,286      320,254  1925      various      12/30/87
  Salt Lake City, UT
Windsor Court Apartments       5,329,871     5,612,221    2,170,007  1974      various      12/30/87
  Aurora, CO
Sierra Vista                   8,075,132     8,509,998    3,319,805  1963      various      09/01/87
  Las Vegas, NV
Willow Peg Village             1,745,965     1,870,965      646,056  1989      various      03/01/88
  Ricon, GA
Pebble Creek                   9,867,360    10,602,160    2,509,432 1977/81    various      06/20/88
  Arlington, TX
Pine Village                   1,149,698     1,189,698      413,465  1988      various      03/01/88
  Pine Mountain, GA
Talbot Village                   739,376       759,376      258,736  1988      various      03/01/88
  Talbolton, GA
Logan Plaza                   13,642,811    14,612,100    3,458,250  1988      various      05/10/88
  New York, NY
Cass House                    11,471,119    11,693,119    3,797,096  1988      various      06/08/88
  Boston, MA
Verdean Gardens   (A)          5,126,368     5,341,360    3,383,960  1989      various      05/31/88
  New Bedford, MA
Country Estates                  734,409       756,909      287,711  1988      various      03/01/88
  Glenville, GA
Boulevard Commons             14,473,141    14,791,141    4,758,502  1920      various      07/14/88
  Chicago, IL
Chestnut Lane                  1,737,565     1,830,887      602,208  1989      various      08/01/88
  Newman, GA
600 Dakota                       806,829       870,499      206,037  1988      various      10/01/88
Properties
  Wahpeton,  ND
Duluth                           377,024       401,024      102,858  1989      various      10/01/88
  Souix Falls, SD
Delmar                           520,218       595,218      185,951  1988      various      10/01/88
  Gillette, WY
Park Terrace                   4,969,551     5,363,264    1,654,479  1989      various      01/20/89
  Dundalk, MD
Brentwood Manor II             1,139,938     1,184,918      488,227  1971      various      01/20/89
  Nashua, NH
Hillcrest Apts 3                 741,166       758,166      232,668  1989      various      03/31/89
  Perryville, MO

                         -------------------------------------------
Subtotal                    $136,730,271  $143,058,700  $47,218,723

Less Combined Entity           1,517,476     1,546,484      433,837       
                         -------------------------------------------
Total                        135,212,795   141,512,216   46,784,886
                         ===========================================

</TABLE>

<PAGE>



(1) The  aggregate  cost  for  Federal  Income  Tax  purposes  is  approximately
$149,059,000.

                         * 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  9.75%  to 12%.  The
                           Partnership  has not guaranteed any of these mortgage
                           notes payable.


<PAGE>



Summary of property owned and accumulated depreciation:

Property Owned December 31, 1997
--------------------------------------------------------------------------------
Balance at beginning of period                                     $148,607,718 
   Additions during period:
     Less current year Hughes Apartments                  (1,546,484)
     Other acquisitions                                       75,769
     Improvements etc.                                       525,109
                                                    -----------------
                                                                       (945,606)
  Deductions during period:
     Cost of real estate and fixed assets sold             (149,896)
     Write down of fixed assets                          (6,000,000)
                                                    -----------------
                                                                     (6,149,896)
                                                               -----------------
Balance at close of period                                         $141,512,216
                                                               =================


Property Owned December 31, 1996
--------------------------------------------------------------------------------
Balance at beginning of period                                     $148,106,716
   Additions during period:
     Other acquisitions                                       18,812
     Improvements etc.                                       512,563
                                                    -----------------
                                                                        531,375
  Deductions during period:
     Cost of real estate and fixed assets sold              (30,373)
     Reclassification to intangible assets                        0
                                                    -----------------
                                                                        (30,373)
                                                               -----------------
Balance at close of period                                         $148,607,718
                                                               =================


Property Owned December 31, 1995
--------------------------------------------------------------------------------
Balance at beginning of period                                      $147,713,079
   Additions during period:
     Other acquisitions                                        8,571
     Improvements etc.                                       659,703
                                                    -----------------
                                                                        668,274
  Deductions during period:
     Cost of real estate and fixed assets sold             (274,637)
     Reclassification to intangible assets                        0
                                                    -----------------
                                                                       (274,637)
                                                               -----------------
Balance at close of period                                         $148,106,716
                                                               =================




<PAGE>





Accumulated Depreciation December 31, 1997
---------------------------------------------------------------------
Balance at  beginning  of period                 $42,623,824  
   Additions during period:
    Less current year hughes Apt.                   (433,837)                  
    Depreciation                                   4,594,899
                                              --------------
    Balance at close of period                   $46,784,886
                                              ==============








Accumulated Depreciation December 31, 1996
---------------------------------------------------------------------
 Balance at  beginning  of period                 $38,028,894  
   Additions during period:
                                                             
      Depreciation                                  4,594,930
                                                --------------
      Balance at close of period                  $42,623,824
                                                ==============







Accumulated Depreciation December 31, 1995
---------------------------------------------------------------------
Balance at  beginning  of period                         $34,318,321  
Additions during period:
                                                           
     Depreciation                                          3,710,573
                                                       --------------
     Balance at close of period                           $38,028,894
                                                       ==============












<PAGE>


             BOSTON FINANCIAL QUALIFIED HOUSING LIMITED PARTNERSHIP
                           (A Limited Partnership)

                          Annual Report on form 10-K
                      For The Year Ended March 31, 1998
                       Reports of Independent Auditors
<PAGE>
[Letterhead]

[LOGO]
Haran & Associates LTD
Certified Public Accountants


                       INDEPENDENT AUDITOR'S REPORT

To the Partners                                      HUD Field Office Director
BOULEVARD COMMONS LIMITED PARTNERSHIP                        Chicago, Illinois
Chicago, Illinois

We have audited the  accompanying  balance  sheet of BOULEVARD  COMMONS  LIMITED
PARTNERSHIP,  Project No.  071-35592,  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
and  generally  accepted   Government   Auditing  Standards  for  financial  and
compliance audits issued by the Comptroller General of the United States.  These
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 audit provided a reasonable basis for our opinion.

In our  opinion the  financial  statements  referred  to in the first  paragraph
present fairly, in all material  respects,  the financial  position of BOULEVARD
COMMONS  LIMITED  PARTNERSHIP  as of December 31, 1997,  and its profit or loss,
changes  in  partners'  equity,  and its cash  flows for the year then  ended in
conformity with generally accepted accounting principles.

In accordance with Government Auditing  Standards,  we have also issued a report
dated  January  23,  1998 on our  consideration  of  BOULEVARD  COMMONS  LIMITED
PARTNERSHIP's  internal control  structure and reports dated January 23, 1998 on
its compliance with specific  requirements  applicable to Major HUD Programs and
specific requirements applicable to Affirmative Fair Housing.

The  accompanying  supplementary  information  included in this report (shown on
pages 14 through 17) 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 same  auditing  procedures  applied  in the audit of the basic
financial  statements and, in our opinion,  are presented fairly in all material
respects in relation to the basic financial statements taken as a whole.

/s/ HARAN & ASSOCIATES LTD

HARAN & ASSOCIATES LTD
Certified Public Accountants
Wilmette, Illinois
Illinois Certificate No. 060-002892
Federal Identification No. 36-3097692
Audit Partner: James E. Haran (847) 853-2580
January 23, 1998
<PAGE>


             BOSTON FINANCIAL QUALIFIED HOUSING LIMITED PARTNERSHIP
                           (A Limited Partnership)

                          Annual Report on form 10-K
                      For The Year Ended March 31, 1996
                       Reports of Independent Auditors
<PAGE>
[Letterhead]

[LOGO]
Haran & Associates Ltd
Certified Public Accountants


                       INDEPENDENT AUDITOR'S REPORT

To the Partners                                      HUD Field Office Director
BOULEVARD COMMONS LIMITED PARTNERSHIP                        Chicago, Illinois
Chicago, Illinois

We have audited the  accompanying  balance  sheet of BOULEVARD  COMMONS  LIMITED
PARTNERSHIP,  Project No.  071-35592,  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
and  generally  accepted   Government   Auditing  Standards  for  financial  and
compliance audits issued by the Comptroller General of the United States.  These
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 audit provided a reasonable basis for our opinion.

In our  opinion the  financial  statements  referred  to in the first  paragraph
present fairly, in all material  respects,  the financial  position of BOULEVARD
COMMONS  LIMITED  PARTNERSHIP  as of December 31, 1996,  and its profit or loss,
changes  in  partners'  equity,  and its cash  flows for the year then  ended in
conformity with generally accepted accounting principles.

In accordance with Government Auditing  Standards,  we have also issued a report
dated  January  17,  1997 on our  consideration  of  BOULEVARD  COMMONS  LIMITED
PARTNERSHIP's  internal control  structure and reports dated January 19, 1996 on
its compliance with specific  requirements  applicable to Major HUD Programs and
specific requirements applicable to Affirmative Fair Housing.

The  accompanying  supplementary  information  included in this report (shown on
pages 16 through 20) 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 same  auditing  procedures  applied  in the audit of the basic
financial  statements and, in our opinion,  are presented fairly in all material
respects in relation to the basic financial statements taken as a whole.

/s/ HARAN & ASSOCIATES LTD

HARAN & ASSOCIATES LTD
Certified Public Accountants
Wilmette, Illinois
Illinois Certificate No. 060-002892
Federal Identification No. 36-3097692
Audit Partner: James E. Haran (708) 853-2580
January 17, 1997

<PAGE>
[Letterhead]

[LOGO]
Haran & Associates Ltd
Certified Public Accountants


                       INDEPENDENT AUDITOR'S REPORT

To the Partners                                      HUD Field Office Director
BOULEVARD COMMONS LIMITED PARTNERSHIP                        Chicago, Illinois
Chicago, Illinois

We have audited the  accompanying  balance  sheet of BOULEVARD  COMMONS  LIMITED
PARTNERSHIP,  Project No.  071-35592,  as of  December  31, 1995 and the related
statements of profit and loss, changes in partners' equity and statement of cash
flows for the year then ended. These financial statements are the responsibility
of the Partnership's management.  Our responsibility is to express an opinion on
these financial statements based on our audit.

We conducted our audit in accordance with generally  accepted auditing standards
and  generally  accepted   Government   Auditing  Standards  for  financial  and
compliance audits issued by the Comptroller General of the United States.  These
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 audit provided a reasonable basis for our opinion.

In our  opinion the  financial  statements  referred  to in the first  paragraph
present fairly, in all material  respects,  the financial  position of BOULEVARD
COMMONS  LIMITED  PARTNERSHIP  as of December 31, 1995,  and its profit or loss,
changes  in  partners'  equity,  and its cash  flows for the year then  ended in
conformity with generally accepted accounting principles.

In accordance with Government Auditing  Standards,  we have also issued a report
dated  January  19,  1996 on our  consideration  of  BOULEVARD  COMMONS  LIMITED
PARTNERSHIP's  internal control  structure and reports dated January 19, 1996 on
its compliance with specific  requirements  applicable to Major HUD Programs and
specific requirements applicable to Affirmative Fair Housing.

The  accompanying  supplementary  information  included in this report (shown on
pages 16 through 20) 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 same  auditing  procedures  applied  in the audit of the basic
financial  statements and, in our opinion,  are presented fairly in all material
respects in relation to the basic financial statements taken as a whole.

/s/ HARAN & ASSOCIATES LTD

HARAN & ASSOCIATES LTD
Certified Public Accountants
Wilmette, Illinois
Illinois Certificate No. 060-002892
Federal Identification No. 36-3097692
Audit Partner: James E. Haran (708) 853-2580
January 19, 1996
<PAGE>

[LETTERHEAD]
Michael Sczekan & Co., P.C.
Certified Public Accountants
7936 East Arapahoe Court, Suite 2800
Englewood, CO  80112
Telephone (303) 770-3356
Fax (303) 770-3357

INDEPENDENT AUDITORS' REPORT

To the Partners of                                   HUD Field Office
Sundance Housing Associates, Ltd.                    Denver, CO
Denver, Colorado

We have audited the accompanying  Balance Sheet of Sundance Housing  Associates,
Ltd.,  FHA Project  Number  101-44154-SR-PR,  as of December 31,  1997,  and the
related  statements of profit and loss, changes in project equity and cash flows
for the year then ended.  These financial  statements are the  responsibility of
the Project's  management.  Our responsibility is to express an opinion on these
financial  statements  based on our audit.  We conducted our audit in accordance
with generally  accepted auditing standards and Government  Auditing  Standards,
issued by the Comptroller General of the United States.  Those standards require
that we plan and perform the audit to obtain reasonable  assurance about whether
the financial  statements are free of material  misstatement.  An audit includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial  statements.  An audit also  includes  assessing  the  accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating the overall  financial  statement  presentation.  We believe that our
audit provides a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial  position of Sundance Housing  Associates,
Ltd., 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.

In accordance  with Government  Auditing  Standards and the  Consolidated  Audit
Guide for  Audits  and HUD  Programs  and,  we have also  issued a report  dated
February 5, 1998, on our  consideration of Sundance Housing  Associates,  Ltd.'s
internal control  structure and reports dated February 5, 1998 on its compliance
with laws and  regulations and compliance with laws and requlations and specific
requirements   applicable  to  major  HUD  programs  and  specific  requirements
applicable to Fair Housing and Non-discrimination.

Our audit was made for the  purpose  of  forming  an  opinion  on the  financial
statements taken as a whole. The supporting data included in the report on pages
12 through 18 is  presented  for  purposes of  additional  analysis and is not a
required part of the basic financial statements of the Americana  Redevelopment.
Such information has been subjected to the same auditing  procedures  applied in
the examination of basic financial statements and, in our opinion, are presented
fairly in all material  respects in relation to the basic  financial  statements
taken as a whole.

/s/Michael Sczkan
Michael Sczekan  Co., P.C.
Certified Public Accountants
Englewood,  CO
February 5, 1998

<PAGE>

Reznick Fedder & Silverman
Certified Public Accountants
Business Consultants
745 Atlantic Avenue
Suite 800
Boston, MA  02111-2735
Phone (617) 423-5855
FAX (617) 423-6651

                         INDEPENDENT AUDITORS' REPORT

To the Partners
Sundance  Housing Associates, Ltd.

We have  audited  the  accompanying  balance  sheet  of  Sundance  Housing
Associates,  Ltd. as of  December  31,  1996,  and the related statements of 
profit and loss (on HUD Form No. 92410), partners' deficit and cash  flows for 
the year then  ended.  These  financial  statements  are the responsibility of 
the Partnership's management. Our responsibility is to express an opinion on 
these financial statements based on our audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial  position of Sundance Housing  Associates,
Ltd. as of December 31, 1996, and the results of its operations,
the changes in  partners'  deficit  and 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 26
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,  except for that portion marked  "unaudited" on which we express
no opinion,  is fairly stated in all material  respects in relation to the basic
financial statements taken as a whole.

In accordance with Government  Auditing  Standards,  and the "Consolidated Audit
Guide for Audits of HUD Programs", we have also issued reports dated January 27,
1997, on our  consideration  of Sundance  Housing  Associates,  Ltd.'s  internal
control structure and on its compliance with specific requirements applicable to
major  HUD  programs,   affirmative  fair  housing,  and  laws  and  regulations
applicable to the financial statements.


 /s/ Reznick Fedder & Silverman
Boston, Massachusetts                     Federal Employer
January 27, 1997                            Identification Number:
                                                          52-1088612

Audit Principal: Phillip A. Weitzel
<PAGE>

[Letterhead]

                                GELFOND HOCHSTADT
                                 PANGBURN & CO.
                           A Professional Corporation
                                                  Certified Public Accountants
                            and Business Consultants
                                   Suite 2500
                                                                 1600 Broadway
                              Denver, CO 80202-4925
                       (303) 831-5000/Fax: (303) 831-5032
                                             A member of Horwath International
                                                                [Logo] HORWATH

                         INDEPENDENT AUDITORS' REPORT

To the Partners of
Sundance Housing Associates, Ltd.
Denver, Colorado

We have audited the accompanying  balance sheet of Sundance Housing  Associates,
Ltd., a limited partnership (the "Partnership"),  HUD Project No. 101-36614,  as
of December 31, 1995, and the related  statements of profit and loss, changes in
partners'  equity  (deficiency)  and cash  flow for the year then  ended.  These
financial statements are the responsibility of the Partnership's management. Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial  position of Sundance Housing  Associates,
Ltd., HUD Project No.  101-36614 as of December 31, 1995, and the results of its
operations  and the changes in its  partners'  equity and its cash flows for the
year then ended, in conformity with generally accepted accounting principles.

In accordance  with Government  Auditing  Standards and the  Consolidated  Audit
Guide for Audits and HUD Programs  issued by the U.S.  Department of Housing and
Urban  Development,  we have also issued a report dated  January 22, 1996 on our
consideration of the Partnership's  internal control structure and reports dated
January 22, 1996 on its  compliance  with  specific  requirements  applicable to
Major HUD programs and specific  requirements  applicable  to  Affirmative  Fair
Housing.

Our audit was  conducted  for the  purpose  of  forming  an opinion on the basic
financial   statements  taken  as  a  whole.   The  accompanying   supplementary
information required by HUD shown on pages 13 to 18 is presented for purposes of
additional analysis and is not a required part of the basic financial statements
of the  Partnership.  Such  information  has  been  subjected  to  the  auditing
procedures  applied in the audit of the basic  financial  statements and, in our
opinion,  is fairly  stated in all  material  respects  in relation to the basic
financial statements taken as a whole.


/s/ Gelfond Hochstadt Pangburn & Co.

Gelfond Hochstadt Pangburn & Co.
January 22, 1996
<PAGE>
[Letterhead]

[Pyramid logo]

ARONSON, FETRIDGE & WEIGLE
A Professional Corporation
Certified Public Accountants
and Management Consultants

                         Independent Auditor's Report

The Partners                                        HUD Field Office Director
2225 NEW YORK AVENUE, LTD.                                   1600 Thockmorton
T/A PEBBLE CREEK APARTMENTS                                     P.O. Box 2905
11781 Lee Jackson Highway, #320                  Fort Worth, Texas 76113-2905
Fairfax, Virginia

We have  audited  the  Balance  Sheet of 2225 NEW YORK  AVENUE,  LTD. (A Limited
Partnership)  T/A PEBBLE  CREEK  APARTMENTS,  FHA  Project No.  113-36607  as of
December  31, 1997,  and the related  Statements  of Profit and Loss,  Partners'
Capital and Cash Flows for the year then ended.  These financial  statements are
the  responsibility of the Partnership's  management.  Our  responsibility is to
express an opinion on these financial statements based on our audit.

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

In our opinion,  the financial statements referred to above presently fairly, in
all material respects,  the financial position of 2225 NEW YORK AVENUE, LTD. T/A
PEBBLE CREEK APARTMENTS,  FHA Project No. 113-36607 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  financial statements have been prepared assuming that 2225 NEW
YORK AVENUE,  LTD. T/A PEBBLE CREEK  APARTMENTS,  FHA Project No. 113-36607 will
continue as a going concern. As discussed in Note 5 to the financial statements,
the Partnership has incurred substantial losses from operations, had negative
working  capital at  December  31,  1997 and is under a workout  agreement  with
Department of HUD on it's mortgage.  These factors raise substantial doubt about
the  Partnership's  ability  to  continue  as a  going  concern.  The  financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.

Our audit was  conducted  for the  purpose  of  forming  an opinion on the basic
financial  statements  taken as a whole.  The  supporting  data  required by HUD
presented on pages 13 - 21 are 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 22, 1998 on our  consideration  of 225 NEW YORK  AVENUE,  LTD T/A
PEBBLE CREEK APARTMENTS;  internal control and reports dated January 22, 1998 on
its compliance with laws and regulations.

/s/ Aronson, Fetridge & Weigle
Rockville, Maryland
January 22, 1998

<PAGE>
 [Letterhead]

[Pyramid logo]

ARONSON, FETRIDGE & WEIGLE
A Professional Corporation
Certified Public Accountants
and Management Consultants

                         Independent Auditor's Report

The Partners                                        HUD Field Office Director
2225 NEW YORK AVENUE, LTD.                                   1600 Thockmorton
T/A PEBBLE CREEK APARTMENTS                                     P.O. Box 2905
11781 Lee Jackson Highway, #320                  Fort Worth, Texas 76113-2905
Fairfax, Virginia

We have  audited  the  Balance  Sheet of 2225 NEW YORK  AVENUE,  LTD. (A Limited
Partnership)  T/A PEBBLE  CREEK  APARTMENTS,  FHA  Project No.  113-36607  as of
December  31, 1996,  and the related  Statements  of Profit and Loss,  Partners'
Capital and Cash Flows for the year then ended.  These financial  statements are
the  responsibility of the Partnership's  management.  Our  responsibility is to
express an opinion on these financial statements based on our audit.

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

We were unable to reconcile the confirmation received from HUD of the balance of
the mortgage,  escrows,  and mortgage  interest paid as reflected on the balance
sheet and income  statement as of and for the year ended  December 31, 1996.  We
were unable to obtain satisfactory  corroborating information from other sources
or through alternative procedures.

In our  opinion,  except for the effects of such  adjustments,  if any, as might
have  been  determined  to be  necessary  had we been  able to  corroborate  the
recorded balance of the mortgage payable, mortgage escrows and mortgage interest
paid  as  referred  to in the  preceding  paragraph,  the  financial  statements
referred to above  presently  fairly,  in all material  respects,  the financial
position of 2225 NEW YORK AVENUE, LTD. T/A PEBBLE CREEK APARTMENTS,  FHA Project
No. 113-36607 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  financial statements have been prepared assuming that 2225 NEW
YORK AVENUE,  LTD. T/A PEBBLE CREEK  APARTMENTS,  FHA Project No. 113-36607 will
continue as a going concern. As discussed in Note 7 to the financial statements,
the Partnership has incurred  substantial  losses from operations,  had negative
working  capital at December 31, 1996, and was several months  delinquent on its
mortgage payments. These factors raise substantial doubt about the Partnership's
ability to continue  as a going  concern.  Management's  plan in regard to these
matters are also  described in Note 7. The  financial  statements do not include
any adjustments that might result from the outcome of this uncertainty.

Our audit was  conducted  for the  purpose  of  forming  an opinion on the basic
financial  statements  taken as a whole.  The  supporting  data  required by HUD
presented on pages 13 - 21 are 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/ Aronson, Fetridge & Weigle
Rockville, Maryland
January 12, 1997
<PAGE>
[Letterhead]

[Pyramid logo]

ARONSON, FETRIDGE & WEIGLE
A Professional Corporation
Certified Public Accountants
and Management Consultants

                         Independent Auditor's Report

The Partners                                        HUD Field Office Director
2225 NEW YORK AVENUE, LTD.                                   1600 Thockmorton
T/A PEBBLE CREEK APARTMENTS                                     P.O. Box 2905
11781 Lee Jackson Highway, #320                  Fort Worth, Texas 76113-2905
Fairfax, Virginia 22033

We have  audited  the  Balance  Sheet of 2225 NEW YORK  AVENUE,  LTD. (A Limited
Partnership)  T/A PEBBLE  CREEK  APARTMENTS,  FHA  Project No.  113-36607  as of
December  31, 1995,  and the related  Statements  of Profit and Loss,  Partners'
Capital and Cash Flows for the year then ended.  These financial  statements are
the  responsibility of the Partnership's  management.  Our  responsibility is to
express an opinion on these financial statements based on our audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of 2225 NEW YORK AVENUE, LTD. T/A
PEBBLE CREEK APARTMENTS,  FHA Project No. 113-36607 as of December 31, 1995, and
the  results  of its  operations  and its cash  flows for the year then ended in
conformity with generally accepted accounting principles.

The accompany  financial  statements  have been prepared  assuming that 2225 NEW
YORK AVENUE,  LTD. T/A PEBBLE CREEK  APARTMENTS,  FHA Project No. 113-36607 will
continue as a going concern. As discussed in Note 6 to the financial statements,
the Partnership has incurred  substantial  losses from operations,  had negative
working  capital at  December  31,  1995,  and was three  months  delinquent  on
mortgage payments. These factors raise substantial doubt about the Partnership's
ability to continue  as a going  concern.  Management's  plan in regard to these
matters are also  described in Note 6. The  financial  statements do not include
any adjustments that might result from the outcome of this uncertainty.

Our audit was  conducted  for the  purpose  of  forming  an opinion on the basic
financial statements taken as a whole. The supporting data required by HUD shown
on pages 13- 21 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/ Aronson, Fetridge & Weigle
Rockville, Maryland
January 12, 1996
<PAGE>
 [Letterhead]

                                    [LOGO]
                            ZINER & COMPANY, P.C.
                         CERTIFIED PUBLIC ACCOUNTANTS

                         INDEPENDENT AUDITORS' REPORT

To the Partners of
Cass House Associates Limited
Partnership

   We have audited the accompanying  balance sheet (MHFA Forms F.C.-3A & -3B) of
Cass House Associates Limited Partnership (a Massachusetts  limited partnership)
(Project No. 84-057-S) as of December 31, 1997, and the related statements of
changes in partners' equity  (deficiency)  (MHFA Form F.C. -2A) operations (MHFA
Form  F.C.-2A) and cash flows (MHFA Forms F.C. -4A, -4B & -4C) for the year then
ended.  These  financial  statements  are  the  responsibility  of  the  general
partners.  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 the
general  partners,  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 Cass House Associates Limited
Partnership as of December 31, 1997, and the results of its operations, its cash
flows and changes in partners'  equity  (deficiency)  for the year then ended in
conformity with generally accepted accounting principles.

  The  accompanying  financial  statements have been prepared  assuming that the
Partnership  will  continue as a going  concern.  As  discussed in Note H to the
financial  statements,  the  Partnership  has  suffered  recurring  losses  from
operations and has a net working capital  deficiency,  which raises  substantial
doubt about its ability to continue in existence.  The general  partners'  plans
regarding  these matters are also discussed in Note H. The financial  statements
do not  include  any  adjustments  that might  result  form the  outcome of this
uncertainty.

/s/ Ziner & Company, P.C.
Boston, MA
January 27, 1998

<PAGE>
<PAGE>
 [Letterhead]

                                    [LOGO]
                            ZINER & COMPANY, P.C.
                         CERTIFIED PUBLIC ACCOUNTANTS

                         INDEPENDENT AUDITORS' REPORT

To the Partners of
Cass House Associates Limited
Partnership

   We have audited the accompanying  balance sheet (MHFA Forms F.C.-3A & -3B) of
Cass House Associates Limited Partnership (a Massachusetts  limited partnership)
(Project No. 84-057-S) as of December 31, 1996, and the related statements of
changes in partners' equity  (deficiency) (MHFA Forms F.C. -2A) operations (MHFA
Form  F.C.-2A) and cash flows (MHFA Forms F.C. -4A, -4B & -4C) for the year then
ended.  These  financial  statements  are  the  responsibility  of  the  general
partners.  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 the
general  partners,  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 Cass House Associates Limited
Partnership as of December 31, 1996, and the results of its operations, its cash
flows and changes in partners'  equity  (deficiency)  for the year then ended in
conformity with generally accepted accounting principles.

/s/ Ziner & Company, P.C.
Boston, MA
January 27, 1997

<PAGE>
[Letterhead]

                                    [LOGO]
                            ZINER & COMPANY, P.C.
                         CERTIFIED PUBLIC ACCOUNTANTS

                         INDEPENDENT AUDITORS' REPORT

To the Partners of
Cass House Associates Limited
Partnership

   We have audited the accompanying  balance sheet (MHFA Forms F.C.-3A & -3B) of
Cass House Associates Limited Partnership (a Massachusetts  limited partnership)
(Project No.  84-057-S) as of December 31, 1995,  and the related  statements of
changes in partners' equity  (deficit),  operations (MHFA Form F.C.-2A) and cash
flows (MHFA Forms F.C.-4A,  -4B & -4C) for the year then ended.  These financial
statements are the responsibility of the general partners. 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 the
general  partners,  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 Cass House Associates Limited
Partnership as of December 31, 1995, and the results of its operations, its cash
flows and  changes  in  partners'  equity  (deficit)  for the year then ended in
conformity with generally accepted accounting principles.

   The accompanying  financial  statements have been prepared  assuming that the
Partnership  will  continue as a going  concern.  As  discussed in Note H to the
financial  statements,  the  Partnership  has  suffered  recurring  losses  from
operations and has a net working capital  deficiency,  which raises  substantial
doubt about its ability to continue in existence.  The  financial  statements do
not  include  any  adjustments  that  might  result  from  the  outcome  of this
uncertainty.

/s/ Ziner & Company, P.C.
Boston, MA
January 23, 1996

<PAGE>
[[LOGO]
                            ZINER & COMPANY, P.C.
                         CERTIFIED PUBLIC ACCOUNTANTS

                         INDEPENDENT AUDITORS' REPORT

To the Partners of
Verdean Gardens Associates
 Limited Partnership

   We have audited the accompanying  balance sheet (MHFA Forms F.C.-3A & -3B) of
Verdean  Gardens  Associates  Limited   Partnership  (a  Massachusetts   limited
partnership)  (Project No.  84-082-S)  as of December 31, 1997,  and the related
statements  of changes in  partners'  equity  (deficiency)  (MHFA Form  F.C.-3C)
operations  (MHFA Form F.C.-2A) and cash flows (MHFA Forms  F.C.-4A,  -4B & -4C)
for the year then ended.  These financial  statements are the  responsibility of
the  general  partners.  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 Verdean  Gardens  Associates
Limited  Partnership as of December 31, 1997, and the results of its operations,
its cash flows and its changes in  partners'  equity  (deficiency)  for the year
then ended in conformity with generally accepted accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Partnership  will  continue as a going  concern.  As  discussed in Note G to the
financial  statements,  the  Partnership  has  suffered  recurring  losses  from
operations and has a net working capital  deficiency,  which raises  substantial
doubt about its ability to continue in existence.  The general  partners'  plans
regarding  these matters are also discussed in Note G. The financial  statements
do not  include  any  adjustments  that might  result  from the  outcome of this
uncertainty.


/s/ Ziner & Company, P.C.
Boston, MA
January 28, 1998

<PAGE>
[[LOGO]
                            ZINER & COMPANY, P.C.
                         CERTIFIED PUBLIC ACCOUNTANTS

                         INDEPENDENT AUDITORS' REPORT

To the Partners of
Verdean Gardens Associates
 Limited Partnership

   We have audited the accompanying  balance sheet (MHFA Forms F.C.-3A & -3B) of
Verdean  Gardens  Associates  Limited   Partnership  (a  Massachusetts   limited
partnership)  (Project No.  84-082-S)  as of December 31, 1996,  and the related
statements  of changes in  partners'  equity  (deficiency)  (MHFA Form  F.C.-3C)
operations  (MHFA Form F.C.-2A) and cash flows (MHFA Forms  F.C.-4A,  -4B & -4C)
for the year then ended.  These financial  statements are the  responsibility of
the  general  partners.  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 Verdean  Gardens  Associates
Limited  Partnership as of December 31, 1996, and the results of its operations,
its cash flows and its changes in  partners'  equity  (deficiency)  for the year
then ended in conformity with generally accepted accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Partnership  will  continue as a going  concern.  As  discussed in Note H to the
financial  statements,  the  Partnership  has  suffered  recurring  losses  from
operations and has a net working capital  deficiency,  which raises  substantial
doubt about its ability to continue in existence.  The general  partners'  plans
regarding  these matters are also discussed in Note H. The financial  statements
do not  include  any  adjustments  that might  result  from the  outcome of this
uncertainty.


/s/ Ziner & Company, P.C.
Boston, MA
January 27, 1997


<PAGE>

                                    [LOGO]
                            ZINER & COMPANY, P.C.
                         CERTIFIED PUBLIC ACCOUNTANTS

                         INDEPENDENT AUDITORS' REPORT

To the Partners of
Verdean Gardens Associates
 Limited Partnership

   We have audited the accompanying  balance sheet (MHFA Forms F.C.-3A & -3B) of
Verdean  Gardens  Associates  Limited   Partnership  (a  Massachusetts   limited
partnership)  (Project No.  84-082-S)  as of December 31, 1995,  and the related
statements  of changes in  partners'  equity  (deficiency)  (MHFA Form  F.C.-3C)
operations  (MHFA Form F.C.-2A) and cash flows (MHFA Forms  F.C.-4A,  -4B & -4C)
for the year then ended.  These financial  statements are the  responsibility of
the  general  partners.  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 the
general  partners,  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 Verdean  Gardens  Associates
Limited  Partnership as of December 31, 1995, and the results of its operations,
its cash flows and its changes in  partners'  equity  (deficiency)  for the year
then ended in conformity with generally accepted accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Partnership  will  continue as a going  concern.  As  discussed in Note H to the
financial  statements,  the  Partnership  has  suffered  recurring  losses  from
operations and has a net working capital  deficiency,  which raises  substantial
doubt about its ability to continue in existence.  The general  partners'  plans
regarding  these matters are also discussed in Note H. The financial  statements
do not  include  any  adjustments  that might  result  from the  outcome of this
uncertainty.


/s/ Ziner & Company, P.C.
Boston, MA
January 26, 1996


<PAGE>

 [Letterhead]

                              ROBERT STEPHENSON
                          An Accountancy Corporation
                       515 N. Sepulveda Blvd., Suite A
                      Manhattan Beach, California 90266
                                (310) 318-1592

Partners
Medford Hotel Associates Limited Partnership

I have audited the balance sheet of Medford Hotel Associates Limited Partnership
(an  Oregon  limited  partnership)  as of  December  31,  1997  and the  related
statements of operations,  partnership capital, and cash flows for the year then
ended.  These financial  statements are the  responsibility of the Partnership's
management.  My  responsibility  is to express  an  opinion  on these  financial
statements based on my audit.

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

In my opinion, the financial statements referred to above present fairly, in all
material  respects,  the financial  position of Medford Hotel Associates Limited
Partnership  at 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.

In accordance with Government  Auditing  Standards,  I have also issued a report
dated January 19, 1998 on my consideration  of Medford Hotel Associates  Limited
Partnership's  internal control structure and a report dated January 19, 1998 on
its compliance with laws and regulations.

The  accompanying  supplementary  information  (shown  on  pages  14 and  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 my
opinion,  is fairly  stated in all  material  respects  in relation to the basic
financial statements taken as a whole.


/s/ Robert Stephenson
Manhattan Beach, California
January 19, 1998


<PAGE>

 [Letterhead]

                              ROBERT STEPHENSON
                          An Accountancy Corporation
                       515 N. Sepulveda Blvd., Suite A
                      Manhattan Beach, California 90266
                                (310) 318-1592

Partners
Medford Hotel Associates Limited Partnership

I have audited the balance sheet of Medford Hotel Associates Limited Partnership
(an  Oregon  limited  partnership)  as of  December  31,  1996  and the  related
statements of operations,  partnership capital, and cash flows for the year then
ended.  These financial  statements are the  responsibility of the Partnership's
management.  My  responsibility  is to express  an  opinion  on these  financial
statements based on my audit.

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

In my opinion, the financial statements referred to above present fairly, in all
material  respects,  the financial  position of Medford Hotel Associates Limited
Partnership  at 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.

In accordance with Government  Auditing  Standards,  I have also issued a report
dated January 22, 1997 on my consideration  of Medford Hotel Associates  Limited
Partnership's  internal control structure and a report dated January 22, 1997 on
its compliance with laws and regulations.

The  accompanying  supplementary  information  (shown  on  pages  14 and  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 my
opinion,  is fairly  stated in all  material  respects  in relation to the basic
financial statements taken as a whole.

/s/ Robert Stephenson
Manhattan Beach, California
January 22, 1997


<PAGE>

 [Letterhead]

                              ROBERT STEPHENSON
                          An Accountancy Corporation
                       515 N. Sepulveda Blvd., Suite A
                      Manhattan Beach, California 90266
                                (310) 318-1592

Partners
Medford Hotel Associates Limited Partnership

I have audited the balance sheet of Medford Hotel Associates Limited Partnership
(an  Oregon  limited  partnership)  as of  December  31,  1995  and the  related
statements of operations,  partnership capital, and cash flows for the year then
ended.  These financial  statements are the  responsibility of the Partnership's
management.  My  responsibility  is to express  an  opinion  on these  financial
statements based on my audit.

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

   In my opinion,  the financial statements referred to above present fairly, in
all  material  respects,  the  financial  position of Medford  Hotel  Associates
Limited  Partnership  at December 31, 1995 and the results of its operations and
its cash flows for the year then ended,  in conformity  with generally  accepted
accounting principles.

In accordance with Government  Auditing  Standards,  I have also issued a report
dated February 15, 1996 on my consideration of Medford Hotel Associates  Limited
Partnership's internal control structure and a report dated February 15, 1996 on
its compliance with laws and regulations.

The  accompanying  supplementary  information  (shown  on  pages  14 and  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 my
opinion,  is fairly  stated in all  material  respects  in relation to the basic
financial statements taken as a whole.


/s/ Robert Stephenson
Manhattan Beach, California
February 15, 1996


<PAGE>
[Letterhead]

                              ROBERT STEPHENSON
                          An Accountancy Corporation
                       515 N. Sepulveda Blvd., Suite A
                      Manhattan Beach, California 90266
                                (310) 318-1592

Partners
Oregon Landmark-Three Limited Partnership

I have audited the balance sheet of Oregon  Landmark-Three  Limited  Partnership
(an  Oregon  limited  partnership)  as of  December  31,  1997  and the  related
statements of operations, deficit in partnership capital, and cash flows for the
year then  ended.  These  financial  statements  are the  responsibility  of the
Partnership's  management.  My  responsibility is to express an opinion on these
financial statements based on my audit.

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

In my opinion, the financial statements referred to above present fairly, in all
material  respects,  the  financial  position of Oregon  Landmark-Three  Limited
Partnership  at 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.

In accordance with Government  Auditing  Standards,  I have also issued a report
dated  January 20, 1998 on my  consideration  of Oregon  Landmark-Three  Limited
Partnership's  internal control structure and a report dated January 20, 1998 on
its compliance with laws and regulations.

The  accompanying  supplementary  information  (shown  on  pages  14 and  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 my
opinion,  is fairly  stated in all  material  respects  in relation to the basic
financial statements taken as a whole.



 /s/ Robert Stephenson
Manhattan Beach, California
January 20, 1998
<PAGE>
[Letterhead]

                              ROBERT STEPHENSON
                          An Accountancy Corporation
                       515 N. Sepulveda Blvd., Suite A
                      Manhattan Beach, California 90266
                                (310) 318-1592

Partners
Oregon Landmark-Three Limited Partnership

   I have audited the balance sheet of Oregon Landmark-Three Limited Partnership
(an  Oregon  limited  partnership)  as of  December  31,  1996  and the  related
statements of operations, deficit in partnership capital, and cash flows for the
year then  ended.  These  financial  statements  are the  responsibility  of the
Partnership's  management.  My  responsibility is to express an opinion on these
financial statements based on my audit.

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

   In my opinion,  the financial statements referred to above present fairly, in
all material respects,  the financial position of Oregon Landmark-Three  Limited
Partnership  at 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.

In accordance with Government  Auditing  Standards,  I have also issued a report
dated  January 22, 1997 on my  consideration  of Oregon  Landmark-Three  Limited
Partnership's  internal control structure and a report dated January 22, 1997 on
its compliance with laws and regulations.

The  accompanying  supplementary  information  (shown  on  pages  14 and  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 my
opinion,  is fairly  stated in all  material  respects  in relation to the basic
financial statements taken as a whole.



/s/ Robert Stephenson
Manhattan Beach, California
January 22, 1997
<PAGE>
[Letterhead]

                              ROBERT STEPHENSON
                          An Accountancy Corporation
                       515 N. Sepulveda Blvd., Suite A
                      Manhattan Beach, California 90266
                                (310) 318-1592

Partners
Oregon Landmark-Three Limited Partnership

   I have audited the balance sheet of Oregon Landmark-Three Limited Partnership
(an  Oregon  limited  partnership)  as of  December  31,  1995  and the  related
statements of operations, deficit in partnership capital, and cash flows for the
year then  ended.  These  financial  statements  are the  responsibility  of the
Partnership's  management.  My  responsibility is to express an opinion on these
financial statements based on my audit.

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

   In my opinion,  the financial statements referred to above present fairly, in
all material respects,  the financial position of Oregon Landmark-Three  Limited
Partnership  at December 31, 1995 and the results of its operations and its cash
flows for the year then ended, in conformity with generally accepted  accounting
principles.

In accordance with Government  Auditing  Standards,  I have also issued a report
dated February 15, 1996 on my  consideration  of Oregon  Landmark-Three  Limited
Partnership's internal control structure and a report dated February 15, 1996 on
its compliance with laws and regulations.

The  accompanying  supplementary  information  (shown  on  pages  14 and  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 my
opinion,  is fairly  stated in all  material  respects  in relation to the basic
financial statements taken as a whole.



/s/ Robert Stephenson
Manhattan Beach, California
February 15, 1996


<PAGE>

INDEPENDENT ACCOUNTANTS' REPORT

To the Partners of
Trenton Apartments, Ltd.

We have audited the accompanying  balance sheet of Trenton  Apartments,  Ltd. (a
limited partnership) (HUD Project No. 105-94006) as of December 31, 1997 and the
related  statements  of profit and loss,  changes in  partners'  equity and cash
flows for the year then ended. These financial statements are the responsibility
of the  Project's  management.  Our  responsibility  is to express an opinion on
these financial statements based on our audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial position of Trenton  Apartments,  Ltd. (a
limited  partnership)  (HUD Project No.  105-94006) as of December 31, 1997, and
the results of its operations and changes in partners' equity and cash flows for
the  year  then  ended,  in  conformity  with  generally   accepted   accounting
principles.

In accordance  with Government  Auditing  Standards and the  Consolidated  Audit
Guide for Audits of HUD Programs  issued by the U.S.  Department  of Housing and
Urban  Development,  we have also issued a report dated January 22, 1998, on our
consideration of Trenton Apartments,  Ltd. (a limited  partnership) (HUD Project
No. 105-94006) internal control structure and reports dated January 22, 1998, on
its compliance with specific requirements  applicable to major HUD programs, and
specific requirements applicable to Affirmative Fair Housing.

Our audit was  conducted  for the  purpose  of  forming  an opinion on the basic
financial  statements taken as a whole. The supporting  information  included in
the  report  (shown  on  pages  14 to 23)  are  presented  for the  purposes  of
additional  analysis  and are not a  required  part of the  basic  statement  of
Trenton  Apartments,  Ltd. (a limited  partnership) (HUD Project No. 105-94006).
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/ Lake, Hill & Company
Lake, Hill & Company
Salt Lake City, Utah
January 22, 1998
<PAGE>

INDEPENDENT ACCOUNTANTS' REPORT

To the Partners of
Trenton Apartments, Ltd.

We have audited the accompanying  balance sheet of Trenton  Apartments,  Ltd. (a
limited partnership) (HUD Project No. 105-94006) as of December 31, 1996 and the
related  statements  of profit and loss,  changes in  partners'  equity and cash
flows for the year then ended. These financial statements are the responsibility
of the  Project's  management.  Our  responsibility  is to express an opinion on
these financial statements based on our audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial position of Trenton  Apartments,  Ltd. (a
limited  partnership)  (HUD Project No.  105-94006) as of December 31, 1996, and
the results of its operations and changes in partners' equity and cash flows for
the  year  then  ended,  in  conformity  with  generally   accepted   accounting
principles.

In accordance  with Government  Auditing  Standards and the  Consolidated  Audit
Guide for Audits of HUD Programs  issued by the U.S.  Department  of Housing and
Urban  Development,  we have also issued a report dated January 16, 1997, on our
consideration of Trenton Apartments,  Ltd. (a limited  partnership) (HUD Project
No. 105-94006) internal control structure and reports dated January 16, 1997, on
its compliance with specific requirements  applicable to major HUD programs, and
specific requirements applicable to Affirmative Fair Housing.

Our audit was  conducted  for the  purpose  of  forming  an opinion on the basic
financial  statements taken as a whole. The supporting  information  included in
the  report  (shown  on  pages  15 to 22)  are  presented  for the  purposes  of
additional  analysis  and are not a  required  part of the  basic  statement  of
Trenton  Apartments,  Ltd. (a limited  partnership) (HUD Project No. 105-94006).
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/ Lake, Hill & Company
Lake, Hill & Company
Salt Lake City, Utah
January 16, 1997

<PAGE>

INDEPENDENT ACCOUNTANTS' REPORT

To the Partners of
Trenton Apartments, Ltd.

We have audited the accompanying  balance sheet of Trenton  Apartments,  Ltd. (a
limited partnership) (HUD Project No. 105-94006) as of December 31, 1995 and the
related  statements  of profit and loss,  changes in  partners'  equity and cash
flows for the year then ended. These financial statements are the responsibility
of the  Project's  management.  Our  responsibility  is to express an opinion on
these financial statements based on our audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial position of Trenton  Apartments,  Ltd. (a
limited  partnership)  (HUD Project No.  105-94006) as of December 31, 1995, and
the results of its operations and changes in partners' equity and cash flows for
the  year  then  ended,  in  conformity  with  generally   accepted   accounting
principles.

In accordance  with Government  Auditing  Standards and the  Consolidated  Audit
Guide for Audits of HUD Programs  issued by the U.S.  Department  of Housing and
Urban  Development,  we have also issued a report dated January 16, 1996, on our
consideration of Trenton Apartments,  Ltd. (a limited  partnership) (HUD Project
No. 105-94006) internal control structure and reports dated January 16, 1996, on
its compliance with specific requirements  applicable to major HUD programs, and
specific requirements applicable to Affirmative Fair Housing.

Our audit was  conducted  for the  purpose  of  forming  an opinion on the basic
financial  statements taken as a whole. The supporting  information  included in
the  report  (shown  on  pages  14 to 20)  are  presented  for the  purposes  of
additional  analysis  and are not a  required  part of the  basic  statement  of
Trenton  Apartments,  Ltd. (a limited  partnership) (HUD Project No. 105-94006).
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/ Lake, Hill & Company
Lake, Hill & Company
Salt Lake City, Utah
January 16, 1996


<PAGE>

<PAGE>
INDEPENDENT ACCOUNTANTS' REPORT

To the Partners of
 Lakeview Heights Apartments, Ltd.

We have audited the accompanying  balance sheet of Lakeview Heights  Apartments,
Ltd. (a limited partnership) (HUD Project No. 105-94007) as of December 31, 1997
and the related  statements of profit and loss,  changes in partners' equity and
cash  flows  for  the  year  then  ended.  These  financial  statements  are the
responsibility of the Project's management.  Our responsibility is to express an
opinion on these financial statements based on our audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial  position of Lakeview Heights  Apartments,
Ltd. (a limited  partnership)  (HUD  Project No.  105-94007)  as of December 31,
1997, and the results of its operations and changes in partners' equity and cash
flows for the year then ended, in conformity with generally accepted  accounting
principles.

In accordance  with Government  Auditing  Standards and the  Consolidated  Audit
Guide for Audits of HUD Programs  issued by the U.S.  Department  of Housing and
Urban  Development,  we have also issued a report dated January 21, 1998, on our
consideration of Lakeview  Heights  Apartments,  Ltd's. (a limited  partnership)
(HUD Project No. 105-94007) internal control structure and reports dated January
21, 1998, on its compliance with specific  requirements  applicable to major HUD
programs and specific requirements applicable to Affirmative Fair Housing.

Our audit was  conducted  for the  purpose  of  forming  an opinion on the basic
financial  statements taken as a whole. The supporting  information  included in
the  report  (shown  on  pages  14 to 23)  are  presented  for the  purposes  of
additional  analysis  and are not a  required  part of the basic  statements  of
Lakeview  Heights  Apartments,  Ltd. (a limited  partnership)  (HUD  Project No.
105-94007).  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/ Lake, Hill & Company
Lake, Hill & Company
Salt Lake City, Utah
January 21, 1998
<PAGE>
INDEPENDENT ACCOUNTANTS' REPORT

To the Partners of
 Lakeview Heights Apartments, Ltd.

We have audited the accompanying  balance sheet of Lakeview Heights  Apartments,
Ltd. (a limited partnership) (HUD Project No. 105-94007) as of December 31, 1996
and the related  statements of profit and loss,  changes in partners' equity and
cash  flows  for  the  year  then  ended.  These  financial  statements  are the
responsibility of the Project's management.  Our responsibility is to express an
opinion on these financial statements based on our audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial  position of Lakeview Heights  Apartments,
Ltd. (a limited  partnership)  (HUD  Project No.  105-94007)  as of December 31,
1996, and the results of its operations and changes in partners' equity and cash
flows for the year then ended, in conformity with generally accepted  accounting
principles.

In accordance  with Government  Auditing  Standards and the  Consolidated  Audit
Guide for Audits of HUD Programs  issued by the U.S.  Department  of Housing and
Urban  Development,  we have also issued a report dated January 23, 1997, on our
consideration of Lakeview  Heights  Apartments,  Ltd's. (a limited  partnership)
(HUD Project No. 105-94007) internal control structure and reports dated January
23, 1997, on its compliance with specific  requirements  applicable to major HUD
programs and specific requirements applicable to Affirmative Fair Housing.

Our audit was  conducted  for the  purpose  of  forming  an opinion on the basic
financial  statements taken as a whole. The supporting  information  included in
the  report  (shown  on  pages  15 to 22)  are  presented  for the  purposes  of
additional  analysis  and are not a  required  part of the basic  statements  of
Lakeview  Heights  Apartments,  Ltd. (a limited  partnership)  (HUD  Project No.
105-94007).  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/ Lake, Hill & Company
Lake, Hill & Company
Salt Lake City, Utah
January 23, 1997

<PAGE>

INDEPENDENT ACCOUNTANTS' REPORT

To the Partners of
 Lakeview Heights Apartments, Ltd.

We have audited the accompanying  balance sheet of Lakeview Heights  Apartments,
Ltd. (a limited partnership) (HUD Project No. 105-94007) as of December 31, 1995
and the related  statements of profit and loss,  partners' equity and cash flows
for the year then ended.  These financial  statements are the  responsibility of
the Project's  management.  Our responsibility is to express an opinion on these
financial statements based on our audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial  position of Lakeview Heights  Apartments,
Ltd. (a limited  partnership)  (HUD  Project No.  105-94007)  as of December 31,
1995, and the results of its operations and changes in partners' equity and cash
flows for the year then ended, in conformity with generally accepted  accounting
principles.

In accordance  with Government  Auditing  Standards and the  Consolidated  Audit
Guide for Audits of HUD Programs  issued by the U.S.  Department  of Housing and
Urban  Development,  we have also issued a report dated January 25, 1996, on our
consideration of Lakeview Heights Apartments,  Ltd. (a limited partnership) (HUD
Project No. 105-94007)  internal control structure and reports dated January 25,
1996,  on its  compliance  with  specific  requirements  applicable to major HUD
programs, and specific requirements applicable to Affirmative Fair Housing.

Our audit was  conducted  for the  purpose  of  forming  an opinion on the basic
financial  statements taken as a whole. The supporting  information  included in
the  report  (shown  on  pages  15 to 21)  are  presented  for the  purposes  of
additional  analysis  and are not a  required  part of the basic  statements  of
Lakeview  Heights  Apartments,  Ltd. (a limited  partnership)  (HUD  Project No.
105-94007).  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/ Lake, Hill & Company
Lake, Hill & Company
Salt Lake City, Utah
January 25, 1996

<PAGE>

<PAGE>

[LETTERHEAD]
[Logo]
Reznick Fedder & Silverman
Certified Public Accountants * A Professional Corporation

                         INDEPENDENT AUDITORS' REPORT

To the Partners
Windsor Court Housing Associates, Ltd.

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

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

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,   the  financial  position  of  Windsor  Court  Housing
Associates, Ltd. as of December 31, 1997, and the results of its operations, the
changes in  partners'  deficit and it's 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 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 and the  "Consolidated  Audit
Guide for Audits of HUD Programs,  we have also issued reports dated January 26,
1998 on our consideration of Windsor Court Housing  Associates,  Ltd.'s internal
control structure and on its compliance with specific requirements applicable to
major  HUD  programs,  fair  housing  and   non-discrimination,   and  laws  and
regulations applicable to the financial statements.


 /s/ Reznick Fedder & Silverman
Boston, Massachusetts                     Federal Employer
January 26, 1998                             Identification Number:
                                                          52-1088612

Audit Principal: Phillip A. Weitzel
<PAGE>

[LETTERHEAD]
[Logo]
Reznick Fedder & Silverman
Certified Public Accountants * Business Consultants

                         INDEPENDENT AUDITORS' REPORT

To the Partners
Windsor Court Housing Associates, Ltd.

We have  audited  the  accompanying  balance  sheet  of  Windsor  Court  Housing
Associates,  Ltd. as of December 31, 1996, and the related  statements of profit
and loss (on HUD Form No. 92410),  partners' deficit and cash flows for the year
then  ended.   These  financial   statements  are  the   responsibility  of  the
Partnership's  management.  Our responsibility is to express an opinion on these
financial statements based on our audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,   the  financial  position  of  Windsor  Court  Housing
Associates,  Ltd. as of December  31, 1996,  and the results of its  operations,
changes  in  partners'  deficit  and 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 26
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 reports
dated  January  30,  1997,  on  our   consideration  of  Windsor  Court  Housing
Associates,  Ltd.'s  internal  control  structure  and  on its  compliance  with
specific  requirements  applicable  to  major  HUD  programs,  affirmative  fair
housing, and laws and regulations applicable to the financial statements.


 /s/ Reznick Fedder & Silverman
Boston, Massachusetts                     Federal Employer
January 30, 1997                             Identification Number:
                                                          52-1088612

Audit Principal: Phillip A. Weitzel





<PAGE>

[LETTERHEAD]
[Logo]
Reznick Fedder & Silverman
Certified Public Accountants * Business Consultants

                         INDEPENDENT AUDITORS' REPORT

To the Partners
Windsor Court Housing Associates, Ltd.

We have  audited  the  accompanying  balance  sheet  of  Windsor  Court  Housing
Associates,  Ltd. (a Limited  Partnership)  as of  December  31,  1995,  and the
related statements of profit and loss (on HUD Form No. 92410), partners' deficit
and cash  flows for the year then  ended.  These  financial  statements  are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,   the  financial  position  of  Windsor  Court  Housing
Associates,  Ltd. (a Limited  Partnership)  as of  December  31,  1995,  and the
results of its operations,  changes in partners'  deficit and 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 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 reports
dated  February  21,  1996,  on  our  consideration  of  Windsor  Court  Housing
Associates,  Ltd.'s  internal  control  structure  and  on its  compliance  with
specific  requirements  applicable  to  major  HUD  programs,  affirmative  fair
housing, and laws and regulations applicable to the financial statements.


                                                /s/ Reznick Fedder & Silverman

Boston, Massachusetts                     Federal Employer
February 21, 1996                             Identification Number:
                                                          52-1088612

Audit Principal: Phillip A. Weitzel

<PAGE>

[LETTERHEAD]
[Logo]
Reznick Fedder & Silverman
Certified Public Accountants * A Professional Corporation

                         INDEPENDENT AUDITORS' REPORT

To the Partners
Terrace Housing Associates, Ltd.

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

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of Terrace Housing  Associates,
Ltd. as of December  31,  1997,  and the results of its  operations,  changes in
partners'  deficit and cash flows for the year then ended,  in  conformity  with
generally accepted accounting principles.

Our audit was made for the purpose of forming an opinion on the basic  financial
statements taken as a whole. The supplemental information on pages 21 through 25
is presented for 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 and the  "Consolidated  Audit
Guide for Audits of HUD Programs", we have also issued reports dated January 21,
1998,  on our  consideration  of Terrace  Housing  Associates,  Ltd.'s  internal
control structure and on its compliance with specific requirements applicable to
major HUD programs,  affirmative fair housing and  non-discrimination,  and laws
and regulations applicable to the financial statements.


 /s/ Reznick Fedder & Silverman
Boston, Massachusetts                     Federal Employer
January 21, 1998                             Identification Number:
                                                          52-1088612

Audit Principal: Phillip A. Weitzel

<PAGE>

[LETTERHEAD]
[Logo]
Reznick Fedder & Silverman
Certified Public Accountants * Business Consultants

                         INDEPENDENT AUDITORS' REPORT

To the Partners
Terrace Housing Associates, Ltd.

We have audited the  accompanying  balance sheet of Terrace Housing  Associates,
Ltd. as of December 31, 1996, and the related  statements of profit and loss (on
HUD Form No. 92410),  partners'  deficit and cash flows for the year then ended.
These  financial   statements  are  the   responsibility  of  the  Partnership's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of Terrace Housing  Associates,
Ltd. as of December 31, 1996, and the results of its operations,  the changes in
partners' deficit and its cash flows for the year then ended, in conformity with
generally accepted accounting principles.

Our audit was made for the purpose of forming an opinion on the basic  financial
statements taken as a whole. The supplemental information on pages 20 through 26
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 and the  "Consolidated  Audit
Guide for Audits of HUD Programs", we have also issued reports dated January 27,
1997,  on our  consideration  of Terrace  Housing  Associates,  Ltd.'s  internal
control structure and on its compliance with specific requirements applicable to
major  HUD  programs,   affirmative  fair  housing,  and  laws  and  regulations
applicable to the financial statements.


 /s/ Reznick Fedder & Silverman
Boston, Massachusetts                     Federal Employer
January 27, 1997                             Identification Number:
                                                          52-1088612

Audit Principal: Phillip A. Weitzel

<PAGE>

[LETTERHEAD]
[Logo]
Reznick Fedder & Silverman
             Certified Public Accountants * Business Consultants

                         INDEPENDENT AUDITORS' REPORT

To the Partners
Terrace Housing Associates, Ltd.

We have audited the  accompanying  balance sheet of Terrace Housing  Associates,
Ltd. as of December 31, 1995, and the related  statements of profit and loss (on
HUD Form No. 92410),  partners'  deficit and cash flows for the year then ended.
These  financial   statements  are  the   responsibility  of  the  Partnership's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of Terrace Housing  Associates,
Ltd. as of December 31, 1995, and the results of its operations,  the changes in
partners'  deficit and cash flows for the year then ended,  in  conformity  with
generally accepted accounting principles.

Our audit was made for the purpose of forming an opinion on the basic  financial
statements taken as a whole. The supplemental information on pages 21 through 27
is presented for the purposes of additional  analysis and is not a required part
of the basic  financial  statements.  Such  information,  except for the portion
marked  "unaudited",  on which we express no opinion 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 reports
dated February 23, 1996, on our  consideration  of Terrace  Housing  Associates,
Ltd.'s  internal   control   structure  and  on  its  compliance  with  specific
requirements  applicable to major HUD programs,  affirmative  fair housing,  and
laws and regulations applicable to the financial statements.


 /s/ Reznick Fedder & Silverman
Boston, Massachusetts                     Federal Employer
February 21, 1996                             Identification Number:
                                                          52-1088612

Audit Principal: Phillip A. Weitzel

<PAGE>

[LETTERHEAD]
[Logo]
Reznick Fedder & Silverman
Certified Public Accountants * Business Consultants

                         INDEPENDENT AUDITORS' REPORT

To the Partners
Rolling Green  Housing Associates, Ltd.

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

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

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,   the  financial  position  of  Rolling  Green  Housing
Associates,  Ltd. as of December  31, 1997,  and the results of its  operations,
changes  in  partners'  deficit  and 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 26
is presented for the purposes of additional  analysis and is not a required part
of the basic financial  statements.  Such  information,  except for that portion
marked "unaudited", has been subjected to the auditing procedures applied in the
audit of the basic financial statements and, in our opinion, is fairly stated in
all material  respects in relation to the basic financial  statements taken as a
whole.

In accordance with Government  Auditing  Standards and the  "Consolidated  Audit
Guide for Audits of HUD Programs", we have also issued reports dated January 19,
1998, on our consideration of Rolling Green Housing Associates,  Ltd.'s internal
control structure and on its compliance with specific requirements applicable to
major  HUD  programs,  fair  housing  and   non-discrimination,   and  laws  and
regulations applicable to the financial statements.


 /s/ Reznick Fedder & Silverman
Boston, Massachusetts                     Federal Employer
January 19, 1998                             Identification Number:
                                                          52-1088612

Audit Principal: Phillip A. Weitzel
<PAGE>
[LETTERHEAD]
[Logo]
Reznick Fedder & Silverman
Certified Public Accountants * Business Consultants

                         INDEPENDENT AUDITORS' REPORT

To the Partners
Rolling Green Housing Associates, Ltd.

We have  audited  the  accompanying  balance  sheet  of  Rolling  Green  Housing
Associates,  Ltd. as of December 31, 1996, and the related  statements of profit
and loss (on HUD Form No. 92410),  partners' deficit and cash flows for the year
then  ended.   These  financial   statements  are  the   responsibility  of  the
Partnership's  management.  Our responsibility is to express an opinion on these
financial statements based on our audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,   the  financial  position  of  Rolling  Green  Housing
Associates,  Ltd. as of December  31, 1996,  and the results of its  operations,
changes  in  partners'  deficit  and 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 27
is presented for the 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
auditing procedures applied in the audit of the basic financial  statements and,
in our opinion,  is fairly  stated in all  material  respects in relation to the
basic financial statements taken as a whole.

In accordance with Government  Auditing  Standards and the  "Consolidated  Audit
Guide for Audits of HUD Programs", we have also issued reports dated January 27,
1997, on our consideration of Rolling Green Housing Associates,  Ltd.'s internal
control structure and on its compliance with specific requirements applicable to
major  HUD  programs,   affirmative  fair  housing,  and  laws  and  regulations
applicable to the financial statements.


 /s/ Reznick Fedder & Silverman
Boston, Massachusetts                     Federal Employer
January 27, 1997                             Identification Number:
                                                          52-1088612

Audit Principal: Phillip A. Weitzel

<PAGE>
[LETTERHEAD]
[Logo]
Reznick Fedder & Silverman
Certified Public Accountants * Business Consultants

                         INDEPENDENT AUDITORS' REPORT

To the Partners
Rolling Green Housing Associates, Ltd.

We have  audited  the  accompanying  balance  sheet  of  Rolling  Green  Housing
Associates,  Ltd. as of December 31, 1995, and the related  statements of profit
and loss (on HUD Form No. 92410),  partners' deficit and cash flows for the year
then  ended.   These  financial   statements  are  the   responsibility  of  the
Partnership's  management.  Our responsibility is to express an opinion on these
financial statements based on our audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,   the  financial  position  of  Rolling  Green  Housing
Associates, Ltd. as of December 31, 1995, and the results of its operations, the
changes  in  partners'  deficit  and 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 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 reports
dated  February  13,  1996,  on  our  consideration  of  Rolling  Green  Housing
Associates,  Ltd.'s  internal  control  structure  and  on its  compliance  with
specific  requirements  applicable  to  major  HUD  programs,  affirmative  fair
housing, and laws and regulations applicable to the financial statements.

 /s/ Reznick Fedder & Silverman
Boston, Massachusetts                     Federal Employer
February 13, 1996                             Identification Number:
                                                          52-1088612

Audit Principal: Phillip A. Weitzel

<PAGE>

[LETTERHEAD]
Michael Sczekan & Co., P.C.
Certified Public Accountants
7936 East Arapahoe Court, Suite 2800
Englewood, CO  80112
Telephone (303) 770-3356
Fax (303) 770-3357

INDEPENDENT AUDITORS' REPORT

To the Partners of                                   HUD Field Office
Sierra Vista Housing Associates, Ltd.                         Denver, CO
Aurora, Colorado

We have audited the accompanying Balance Sheet of Siera Vista Housing Associates
Ltd.,  FHA Project  Number  125-94004,  as of December 31, 1997, and the related
statements of profit and loss,  changes in project equity and cash flows for the
year then  ended.  These  financial  statements  are the  responsibility  of the
Project's  management.  Our  responsibility  is to  express  an opinion on these
financial statements based on our audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of Sierra Vista Housing, Ltd., 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.

In accordance  with Government  Auditing  Standards and the Consolidated  Audit
Guide for Audits of HUD Programs, we have also issued a report dated February 5,
1998, on our  consideration of Sierra Vista Housing  Associates,  Ltd's internal
control  structure and a report dated February 5, 1998, on its  compliance  with
laws and  regulations and compliance  with specific  requirements  applicable to
major HUD  programs  and specific  requirements  applicable  to Fair Housing and
Non-discrimination.

The  accompanying  financial  statements  have been  prepared  assuming that the
Partnership  will  continue  as a  going  concern.  As  noted  in  Note 2 to the
financial  statements,  the  Partnership  is in  monetary  default  of  mortgage
agreement.  Continued operation is contingent on reducing vacancies or obtaining
a additional financing.

Our audit was made for the  purpose  of  forming  an  opinion  on the  financial
statements taken as a whole. The supporting data included in the report on pages
14 through 19 is  presented  for purposes of  additional  analysis and are not a
required  part  of the  basic  financial  statements  of  Sierra  Vista  Housing
Associates,  Ltd..  Such  information  has been  subjected to the same  auditing
procedures applied in the examination of basic financial  statements and, in our
opinion,  are presented fairly in all material respects in relation to the basic
financial statements taken as a whole.

Respectfully submitted,
/s/Michael Sczkan
Michael Sczekan  Co., P.C.
Certified Public Accountants
Englewood,  CO
February 5, 1998

<PAGE>

[LETTERHEAD]
[Logo]
Reznick Fedder & Silverman
Certified Public Accountants * Business Consultants

                         INDEPENDENT AUDITORS' REPORT

To the Partners
Sierra Vista Housing Associates, Ltd.

We  have  audited  the  accompanying  balance  sheet  of  Sierra  Vista  Housing
Associates,  Ltd. as of December 31, 1996, and the related  statements of profit
and loss (on HUD Form No. 92410),  partners' deficit and cash flows for the year
then  ended.   These  financial   statements  are  the   responsibility  of  the
Partnership's  management.  Our responsibility is to express an opinion on these
financial statements based on our audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all  material   respects,   the  financial  position  of  Sierra  Vista  Housing
Associates,  Ltd. as of December  31, 1996,  and the results of its  operations,
changes  in  partners'  deficit  and cash  flows  for the year  then  ended,  in
conformity with generally accepted accounting principles.

Our audit was made for the purpose of forming an opinion on the basic  financial
statements taken as a whole. The supplemental information on pages 21 through 28
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,  except for that portion marked  "unaudited" on which we express
no opinion,  is fairly stated in all material  respects in relation to the basic
financial statements taken as a whole.

In accordance with Government  Auditing  Standards and the  "Consolidated  Audit
Guide for Audits of HUD Programs," we have also issued reports dated January 27,
1997, on our consideration of Sierra Vista Housing  Associates,  Ltd.'s internal
control structure and on its compliance with specific requirements applicable to
major  HUD  programs,   affirmative  fair  housing,  and  laws  and  regulations
applicable to the financial statements.


 /s/ Reznick Fedder & Silverman
Boston, Massachusetts                     Federal Employer
January 27, 1997                             Identification Number:
                                                          52-1088612

Audit Principal: Phillip A. Weitzel


<PAGE>
[LETTERHEAD]
[Logo]
Reznick Fedder & Silverman
             Certified Public Accountants * Business Consultants

                         INDEPENDENT AUDITORS' REPORT

To the Partners
Sierra Vista Housing Associates, Ltd.

We  have  audited  the  accompanying  balance  sheet  of  Sierra  Vista  Housing
Associates,  Ltd. as of December 31, 1995, and the related  statements of profit
and loss (on HUD Form No. 92410),  partners' deficit and cash flows for the year
then  ended.   These  financial   statements  are  the   responsibility  of  the
Partnership's  management.  Our responsibility is to express an opinion on these
financial statements based on our audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all  material   respects,   the  financial  position  of  Sierra  Vista  Housing
Associates, Ltd. as of December 31, 1995, and the results of its operations, the
changes  in  partners'  deficit  and cash  flows  for the year  then  ended,  in
conformity with generally accepted accounting principles.

Our audit was made for the purpose of forming an opinion on the basic  financial
statements taken as a whole. The supplemental information on pages 21 through 27
is presented for the purposes of additional  analysis and is not a required part
of the basic  financial  statements.  Such  information,  except for the portion
marked  "unaudited",  on which we express no opinion,  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 reports
dated  February  23,  1996,  on  our   consideration  of  Sierra  Vista  Housing
Associates,  Ltd. 's  internal  control  structure  and on its  compliance  with
specific  requirements  applicable  to  major  HUD  programs,  affirmative  fair
housing, and laws and regulations applicable to the financial statements.


 /s/ Reznick Fedder & Silverman
Boston, Massachusetts                     Federal Employer
February 23, 1996                             Identification Number:
                                                          52-1088612

Audit Principal: Phillip A. Weitzel

<PAGE>
[Letterhead]

[Logo]        VMcHC&S Vroman, McGowen, Hurst, Clark & Smith, P.C.

                         INDEPENDENT AUDITOR'S REPORT

To the Partners
Coronado Courts Limited Partnership

We have  audited the  accompanying  balance  sheets of Coronado  Courts  Limited
Partnership,  as of December 31, 1997 and 1996,  and the related  statements  of
profit and loss,  partners'  capital (deficit) and cash flows for the years then
ended.  These financial  statements are the  responsibility of the Partnership's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our 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 audits to
obtain reasonable  assurance about whether the financial  statements are free of
material  misstatement.  An audit includes examining,  on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  financial  position  of Coronado  Courts  Limited
Partnership as of December 31, 1997 and 1996, and the results of its operations,
changes in partners'  capital  (deficit) and cash flows for the years then ended
in conformity with generally accepted accounting principles.

In accordance  with Government  Auditing  Standards and the  Consolidated  Audit
Guide for Audits of HUD Programs  issued by the U.S.  Department  of Housing and
Urban  Development,  we have  issued a report  dated  February  3, 1998,  on our
consideration of the Partnership's  internal control structure and reports, also
dated February 3, 1998, on its compliance with specific requirements  applicable
to major HUD programs, compliance with laws, regulations, contracts and grants, 
and specific requirements applicable to Affirmative Fair Housing and Non-
Discrimination.

Our  audits  were  made for the  purpose  of  forming  an  opinion  on the basic
financial statements taken as a whole. The accompanying supplemental information
(shown in Section II) is presented for the purpose of additional analysis and is
not a required part of the basic financial statements of Coronado Courts Limited
Partnership.  Such  information  has been  subjected to the auditing  procedures
applied in the audits 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/ Vroman, McGowen, Hurst, Clark & Smith, P.C.
Des Moines, Iowa
February 3, 1998

Other Auditor information:
Lead Auditor - Donald R. Smith
Federal I.D. Number

 <PAGE>
[Letterhead]

[Logo]        VMcHC&S Vroman, McGowen, Hurst, Clark & Smith, P.C.

                         INDEPENDENT AUDITOR'S REPORT

To the Partners
Coronado Courts Limited Partnership

We have  audited the  accompanying  balance  sheets of Coronado  Courts  Limited
Partnership,  HUD Project No. 123- 36605,  as of December 31, 1996 and 1995, and
the related statements of profit and loss,  partners' capital (deficit) and cash
flows  for  the  years  then  ended.   These   financial   statements   are  the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our 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 audits to
obtain reasonable  assurance about whether the financial  statements are free of
material  misstatement.  An audit includes examining,  on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  financial  position  of Coronado  Courts  Limited
Partnership as of December 31, 1996 and 1995, and the results of its operations,
changes in partners'  capital  (deficit) and cash flows for the years then ended
in conformity with generally accepted accounting principles.

In accordance  with Government  Auditing  Standards and the  Consolidated  Audit
Guide for Audits of HUD Programs  issued by the U.S.  Department  of Housing and
Urban  Development,  we have also issued a report dated February 4, 1997, on our
consideration of the Partnership's  internal control structure and reports, also
dated February 4, 1997, on its compliance with specific requirements  applicable
to major HUD programs and specific  requirements  applicable to Affirmative Fair
Housing.

Our  audits  were  made for the  purpose  of  forming  an  opinion  on the basic
financial statements taken as a whole. The accompanying supplemental information
(shown in Section II) is presented for the purpose of additional analysis and is
not a required part of the basic financial statements of Coronado Courts Limited
Partnership.  Such  information  has been  subjected to the auditing  procedures
applied in the audits 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/ Vroman, McGowen, Hurst, Clark & Smith, P.C.

Des Moines, Iowa
February 4, 1997

Other Auditor information:
Lead Auditor - Donald R. Smith
Federal I.D. Number - 42-1104473

<PAGE>
 [Letterhead]

[LOGO] Freedberg, Derba & Tardiff, P.C.

                         INDEPENDENT AUDITORS' REPORT

To the Partners of
MB Bittersweet Associates Limited Partnership
(a Massachusetts Limited Partnership)
Boston, Massachusetts

We have audited the  accompanying  balance  sheet of MB  Bittersweet  Associates
Limited Partnership, MHFA Project No. 84-051-S, as of December 31, 1997, and the
related statements of operations,  partners' equity  (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.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the  financial  position of MB  Bittersweet  Associates
Limited  Partnership as of December 31, 1997, and the results of its operations,
changes in partners'  equity  (deficiency)  and its cash flows for the year then
ended in conformity with generally accepted accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Partnership  will  continue as a going  concern.  As  discussed in Note 8 to the
financial  statements,  the  Partnership  has  suffered  recurring  losses  from
operations,  working capital requirements exceed the estimated cash flows, which
raise substantial  doubt about the Partnership's  ability to continue as a going
concern. Management's plan regarding those matters also are described in Note 8.
The financial  statements do not include any adjustments  that might result from
the outcome of this uncertainly.

In accordance with Government  Auditing  Standards.  we have also issued reports
dated  February  12,  1998 on our  consideration  of MB  Bittersweet  Associates
Limited Partnership's internal control structure and on its compliance with laws
and regulations.

/s/ Freedberg , Derba & Tardiff, P.C.
Wellesley, MA
February 12, 1998

<PAGE>
 [Letterhead]

[LOGO] Freedberg, Derba & Tardiff, P.C.

                         INDEPENDENT AUDITORS' REPORT

To the Partners of
MB Bittersweet Associates Limited Partnership
(a Massachusetts Limited Partnership)
Boston, Massachusetts

We have audited the  accompanying  balance  sheet of MB  Bittersweet  Associates
Limited Partnership, MHFA Project No. 84-051-S, as of December 31, 1996, and the
related statements of operations,  partners' equity  (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.

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

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

In accordance with Government  Auditing  Standards.  we have also issued reports
dated  February  12,  1997 on our  consideration  of MB  Bittersweet  Associates
Limited Partnership's internal control structure and on its compliance with laws
and regulations.

/s/ Freedberg , Derba & Tardiff, P.C.
Wellesley, MA
February 12, 1997

<PAGE>

[Letterhead]

[LOGO] Freedberg, Derba & Tardiff, P.C.
Certified Public Accountants

                         INDEPENDENT AUDITORS' REPORT

To the Partners of
MB Bittersweet Associates Limited Partnership
(a Massachusetts Limited Partnership)
Boston, Massachusetts

We have audited the  accompanying  balance  sheet of MB  Bittersweet  Associates
Limited Partnership, MHFA Project No. 84-051-S, as of December 31, 1995, and the
related statements of operations,  partners' equity  (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.

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

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

In accordance with Government  Auditing  Standards.  we have also issued reports
dated  February  13,  1996 on our  consideration  of MB  Bittersweet  Associates
Limited Partnership's internal control structure and on its compliance with laws
and regulations.

/s/ Freedberg, Derba & Tardiff, P.C.
Wellesley, MA
February 13, 1996

<PAGE>
[Letterhead]

                                    [LOGO]
                      Charles Bailly & Company P.L.L.P.

                         INDEPENDENT AUDITOR'S REPORT

The Partners
Hughes Apartments Limited Partnership
Boston, Massachusetts

We have audited the  accompanying  balance sheets of Hughes  Apartments  Limited
Partnership  as of December  31, 1997 and 1996,  and the related  statements  of
operations,  partners' equity (deficit) and cash flows for the years then ended.
These  financial   statements  are  the   responsibility  of  the  Partnership's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our 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 Hughes  Apartments  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.

The  accompanying  financial  statements  have been  prepared  assuming that the
Partnership will continue as a going concern. As discussed in Note 10 to the
financial  statements,  the Partnership has entered into a forbearance agreement
with its bond holders as a result of cash flow problems which raises substantial
doubt  about the  Partnership's  ability to  continue  as a going  concern.  The
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.

/s/ Charles Bailly & Company P.L.L.P.
Fargo, North Dakota
February 2, 1998
<PAGE>
[Letterhead]

                                    [LOGO]
                      Charles Bailly & Company P.L.L.P.

                         INDEPENDENT AUDITOR'S REPORT

The Partners
Hughes Apartments Limited Partnership
Boston, Massachusetts

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

The  accompanying  financial  statements  have been  prepared  assuming that the
Partnership  will  continue as a going  concern.  As  discussed in Note 9 to the
financial statements, the Partnership was unable to pay all of the required bond
payments  which  raises  substantial  doubt about the  Partnership's  ability to
continue  as a going  concern.  The  financial  statements  do not  include  any
adjustments that might result from the outcome of this uncertainty.

/s/ Charles Bailly & Company P.L.L.P.
Fargo, North Dakota
February 18, 1997

[Letterhead]

                                    [LOGO]
                      Charles Bailly & Company P.L.L.P.

                         INDEPENDENT AUDITOR'S REPORT

The Partners
600 Dakota Properties Limited Partnership
Wahpeton, North Dakota

We have audited the accompanying balance sheets of 600 Dakota Properties 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 600 Dakota Properties 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/ Charles Bailly & Company P.L.L.P.
Fargo, North Dakota
January 21, 1998

<PAGE>
 [Letterhead]

                                    [LOGO]
                      Charles Bailly & Company P.L.L.P.

                         INDEPENDENT AUDITOR'S REPORT

The Partners
600 Dakota Properties Limited Partnership
Wahpeton, North Dakota

We have audited the accompanying balance sheets of 600 Dakota Properties 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 600 Dakota Properties 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/ Charles Bailly & Company P.L.L.P.
Fargo, North Dakota
January 18, 1997


<PAGE>
 [Letterhead]

                                    [LOGO]
                      Charles Bailly & Company P.L.L.P.

                         INDEPENDENT AUDITOR'S REPORT

The Partners
Duluth Limited Partnership
Wahpeton, North Dakota

We have audited the  accompanying  balance sheet of Duluth Limited  Partnership,
FHA Project  Number  091-10505  REF, as of December  31,  1997,  and the related
statements of profit and loss, partners' equity and cash flows for the year then
ended.  These financial  statements are the  responsibility of the Partnership's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Duluth Limited Partnership, FHA
Project  Number  091-10505  REF, 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.

In accordance with Government Auditing  Standards,  we have also issued a report
dated  January 21, 1998 on our  consideration  of Duluth  Limited  Partnership's
internal  controls and a report dated January 21, 1998, on its  compliance  laws
and regulations.

Our audit was  conducted  for the  purpose  of  forming  an opinion on the basic
financial  statements  taken  as  a  whole.  The  supplementary  information  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/ Charles Bailly & Company P.L.L.P.
Fargo, North Dakota
January 21, 1998
<PAGE>
 [Letterhead]

                                    [LOGO]
                      Charles Bailly & Company P.L.L.P.

                         INDEPENDENT AUDITOR'S REPORT

The Partners
Duluth Limited Partnership
Wahpeton, North Dakota

We have audited the  accompanying  balance sheet of Duluth Limited  Partnership,
FHA Project  Number  091-10505  REF, as of December  31,  1996,  and the related
statements of profit and loss, partners' equity and cash flows for the year then
ended.  These financial  statements are the  responsibility of the Partnership's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of Duluth 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.

In accordance  with Government  Auditing  Standards and the  Consolidated  Audit
Guide for Audits of HUD Programs  issued by the U.S.  Department  of Housing and
Urban  Development,  we have also issued a report dated January 18, 1997; on our
consideration of Duluth Limited  Partnership's  internal  control  structure and
reports  dated January 18, 1997, on its  compliance  with specific  requirements
applicable  to  nonmajor  HUD program  transactions  and  specific  requirements
applicable to Affirmative Fair Housing.

Our audit was  conducted  for the  purpose  of  forming  an opinion on the basic
financial  statements  taken  as  a  whole.  The  supplementary  information  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/ Charles Bailly & Company P.L.L.P.

Fargo, North Dakota
January 18, 1997

<PAGE>
 [Letterhead]

                                    [LOGO]
                      Charles Bailly & Company P.L.L.P.

                         INDEPENDENT AUDITOR'S REPORT

The Partners
Duluth Limited Partnership
Wahpeton, North Dakota

We have audited the  accompanying  balance sheet of Duluth Limited  Partnership,
FHA Project  Number  091-10505  REF, as of December  31,  1995,  and the related
statements of profit and loss, partners' equity and cash flows for the year then
ended.  These financial  statements are the  responsibility of the Partnership's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audit.

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

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

In accordance  with Government  Auditing  Standards and the  Consolidated  Audit
Guide for Audits of HUD Programs  issued by the U.S.  Department  of Housing and
Urban  Development,  we have also issued a report dated January 22, 1996, on our
consideration of Duluth Limited  Partnership's  internal  control  structure and
reports  dated January 22, 1996, on its  compliance  with specific  requirements
applicable  to  nonmajor  HUD program  transactions  and  specific  requirements
applicable to Affirmative Fair Housing.

Our audit was  conducted  for the  purpose  of  forming  an opinion on the basic
financial  statements  taken  as  a  whole.  The  supplementary  information  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/ Charles Bailly & Company P.L.L.P.

Fargo, North Dakota
January 22, 1996
<PAGE>
[Letterhead]

                                    [LOGO]
                      Charles Bailly & Company P.L.L.P.

                         INDEPENDENT AUDITOR'S REPORT

The Partners
Barrington Manor Limited Partnership
Wahpeton, North Dakota

We have audited the  accompanying  balance  sheets of  Barrington  Manor 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  Barrington  Manor  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.

The  accompanying  financial  statements  have been  prepared  assuming that the
Partnership  will  continue as a going  concern.  As  discussed in Note 9 to the
financial statements,  the Partnership has suffered recurring vacancies and cash
deficiencies  the raise  substantial  doubt about the  Partnership's  ability to
continue as a going concern.  Management's plan regarding those matters are also
described in Note 9. The  financial  statements  do not include any  adjustments
that might result from the outcome of this uncertainly.


/s/ Charles Bailly & Company P.L.L.P.
Fargo, North Dakota
January 21, 1998
<PAGE>
[Letterhead]

                                    [LOGO]
                      Charles Bailly & Company P.L.L.P.

                         INDEPENDENT AUDITOR'S REPORT

The Partners
Barrington Manor Limited Partnership
Wahpeton, North Dakota

We have audited the  accompanying  balance  sheets of  Barrington  Manor 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  Barrington  Manor  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/ Charles Bailly & Company P.L.L.P.
Fargo, North Dakota
January 18, 1997
<PAGE>
[Letterhead]

                                    [LOGO]
                      Charles Bailly & Company P.L.L.P.

INDEPENDENT AUDITOR'S REPORT

The Partners
Graver Inn Limited Partnership
Wahpeton, North Dakota

We  have  audited  the  accompanying   balance  sheets  of  Graver  Inn  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 Graver Inn 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.

The  accompanying  financial  statements  have been  prepared  assuming that the
Partnership  will  continue as a going  concern.  As discussed in Note 11 to the
financial statements,  the Partnership has suffered recurring vacancies and cash
deficiencies  the raise  substantial  doubt about the  Partnership's  ability to
continue as a going concern.  Management's plan regarding those matters are also
described in Note 11. The financial  statements  do not include any  adjustments
that might result from the outcome of this uncertainly.

/s/ Charles Bailly & Company P.L.L.P.
Fargo, North Dakota
January 21, 1998
<PAGE>
[Letterhead]

                                    [LOGO]
                      Charles Bailly & Company P.L.L.P.

INDEPENDENT AUDITOR'S REPORT

The Partners
Graver Inn Limited Partnership
Wahpeton, North Dakota

We  have  audited  the  accompanying   balance  sheets  of  Graver  Inn  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 Graver Inn 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/ Charles Bailly & Company P.L.L.P.
Fargo, North Dakota
January 18, 1997
<PAGE>
[Letterhead]

FLOYD & COMPANY
Certified Public Accountant
306 Commercial Drive, Suite 202    Post Office Box 14251
Savannah, Georgia 31406                Savannah, Georgia 31416
Phone: (912) 355-9969

                         INDEPENDENT AUDITORS' REPORT

To the General Partners of
Chestnut Lane Limited Partnership

We have  audited  the  accompanying  balance  sheets of  Chestnut  Lane  Limited
Partnership  (a Georgia  Limited  Partnership)  as of December  31, 1997 and the
related statements of operations,  partners' equity (deficit) and cash flows for
the year then ended.  These financial  statements are the  responsibility of the
Partnership's  management.  Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with generally  accepted auditing standards
and Government  Auditing  Standards,  issued by the  Comptroller  General of the
United  States.  Those  standards  require that we plan and perform the audit to
obtain reasonable  assurance about whether the financial  statements are free of
material  misstatement.  An audit includes  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 Chestnut Lane Limited
Partnership  (a Georgia  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.


Floyd & Company, CPA
/s/R. Doug Floyd
Savannah, GA
February 28, 1998
<PAGE>
[Letterhead]

FLOYD & COMPANY
Certified Public Accountant
306 Commercial Drive, Suite 202    Post Office Box 14251
Savannah, Georgia 31406                Savannah, Georgia 31416
Phone: (912) 355-9969

                         INDEPENDENT AUDITORS' REPORT

To the General Partners of
Chestnut Lane Limited Partnership

We have  audited  the  accompanying  balance  sheets of  Chestnut  Lane  Limited
Partnership  (a Georgia  Limited  Partnership)  as of December  31, 1996 and the
related statements of operations,  partners' equity (deficit) and cash flows for
the year then ended.  These financial  statements are the  responsibility of the
Partnership's  management.  Our responsibility is to express an opinion on these
financial statements based on our audit.

The financial  statement  information  for the year ending December 31, 1995 was
audited by another  independent  certified  public  accountant who expressed and
unqualified opinion dated March 16, 1996.

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  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 Chestnut Lane Limited
Partnership  (a Georgia  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.


Floyd & Company, CPA
/s/R. Doug Floyd
Savannah, GA
February 28, 1997
<PAGE>
[Letterhead]

David C. Moja, C.P.A., P.C.
P.O. Box 14212
5 Oglethorpe Professional Blvd.
Savannah, Georgia 31416
(912)354-4141

                         INDEPENDENT AUDITORS' REPORT

To the General Partners of
Chestnut Lane Limited Partnership

We have  audited  the  accompanying  balance  sheets of  Chestnut  Lane  Limited
Partnership (a Georgia Limited Partnership) as of December 31, 1995 and December
31, 1994, and the related  statements of operations,  partners' equity (deficit)
and cash flows for the years then  ended.  These  financial  statements  are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our 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  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  Chestnut  Lane  Limited
Partnership (a Georgia Limited Partnership) as of December 31, 1995 and December
31,  1994,  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 additional  information listed in the
table of contents is presented for purposes of additional  analysis and is not a
required part of the basic financial  statements.  Such information,  except for
the  portion  marked  "unaudited",  on which we  express  no  opinion,  has been
subjected  to the  procedures  applied  in the  audits  of the  basic  financial
statements and, in our opinion,  is fairly presented in all material respects in
relation to the basic financial statements taken as a whole.

/s/ David C. Moja
David C. Moja, C.P.A., P.C.
March 12, 1996
Savannah, Georgia

<PAGE>
[Letterhead]

FLOYD & COMPANY
306 Commercial Drive, Suite 202        Post Office Box 14251
Savannah, Georgia 31406                    Savannah, Georgia 31416
Phone: (912) 355-9969

                         INDEPENDENT AUDITORS' REPORT

To the General Partners of
Glennville Properties

We have audited the  accompanying  balance  sheets of  Glennville  Properties (a
Georgia Limited  Partnership) as of December 31, 1997 and the related statements
of  operations,  partners'  equity  (deficit)  and cash  flows for the year then
ended.  These financial  statements are the  responsibility of the Partnership's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our 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  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  Glennville  Properties  (a
Georgia  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.

Floyd & Company, CPA
Savannah, GA
/s/R. Doug Floyd
February 28, 1998
<PAGE>
[Letterhead]

FLOYD & COMPANY
306 Commercial Drive, Suite 202        Post Office Box 14251
Savannah, Georgia 31406                    Savannah, Georgia 31416
Phone: (912) 355-9969

                         INDEPENDENT AUDITORS' REPORT

To the General Partners of
Glennville Properties

We have audited the  accompanying  balance  sheets of  Glennville  Properties (a
Georgia Limited  Partnership) as of December 31, 1996 and the related statements
of  operations,  partners'  equity  (deficit)  and cash  flows for the year then
ended.  These financial  statements are the  responsibility of the Partnership's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

The financial  statement  information  for the year ending December 31, 1995 was
audited by another  independent  certified  public  accountant who expressed and
unqualified opinion dated March 16, 1996.

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  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  Glennville  Properties  (a
Georgia  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.

Floyd & Company, CPA
/s/R. Doug Floyd
Savannah, GA
February 28, 1997
<PAGE>
[Letterhead]

David C. Moja, C.P.A., P.C.
P.O. Box 14212
5 Oglethorpe Professional Blvd.
Savannah, Georgia 31416
(912)354-4141

                         INDEPENDENT AUDITORS' REPORT

To the General Partners of
Glennville Properties

We have audited the  accompanying  balance  sheets of  Glennville  Properties (a
Georgia Limited  Partnership) as of December 31, 1995 and December 31, 1994, and
the related statements of operations,  partners' equity (deficit) and cash flows
for the years then ended.  These financial  statements are the responsibility of
the  Partnership's  management.  Our  responsibility is to express an opinion on
these financial statements based on our 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  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  Glennville  Properties  (a
Georgia Limited  Partnership) as of December 31, 1995 and December 31, 1994, 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 additional  information listed in the
table of contents is presented for purposes of additional  analysis and is not a
required part of the basic financial  statements.  Such information,  except for
the  portion  marked  "unaudited",  on which we  express  no  opinion,  has been
subjected  to the  procedures  applied  in the  audits  of the  basic  financial
statements and, in our opinion,  is fairly presented in all material respects in
relation to the basic financial statements taken as a whole.

/s/ David C. Moja

David C. Moja, C.P.A., P.C.

March 11, 1996
Savannah, Georgia


<PAGE>
[Letterhead]
FLOYD & COMPANY
306 Commercial Drive, Suite 202        Post Office Box 14251
Savannah, Georgia 31406                    Savannah, Georgia 31416
Phone: (912) 355-9969

                         INDEPENDENT AUDITORS' REPORT

To the General Partners of
Pine Village Limited Partnership

We  have  audited  the  accompanying  balance  sheets  of Pine  Village  Limited
Partnership  (a Georgia  Limited  Partnership)  as of December  31, 1997 and the
related statements of operations,  partners' equity (deficit) and cash flows for
the year then ended.  These financial  statements are the  responsibility of the
Partnership's  management.  Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our 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  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 Pine Village Limited
Partnership  (a Georgia  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.

Floyd & Company, CPA
/s/R. Doug Floyd
Savannah, GA
February 28, 1998
<PAGE>
[Letterhead]
FLOYD & COMPANY
306 Commercial Drive, Suite 202        Post Office Box 14251
Savannah, Georgia 31406                    Savannah, Georgia 31416
Phone: (912) 355-9969

                         INDEPENDENT AUDITORS' REPORT

To the General Partners of
Pine Village Limited Partnership

We  have  audited  the  accompanying  balance  sheets  of Pine  Village  Limited
Partnership  (a Georgia  Limited  Partnership)  as of December  31, 1996 and the
related statements of operations,  partners' equity (deficit) and cash flows for
the year then ended.  These financial  statements are the  responsibility of the
Partnership's  management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

The financial  statement  information  for the year ending December 31, 1995 was
audited by another  independent  certified  public  accountant who expressed and
unqualified opinion dated March 16, 1996.

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  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 Pine Village Limited
Partnership  (a Georgia  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.

Floyd & Company, CPA
/s/R. Doug Floyd
Savannah, GA
February 28, 1997

<PAGE>
[Letterhead]

David C. Moja, C.P.A., P.C.
P.O. Box 14212
Savannah, Georgia 31416
(912)354-4141

                         INDEPENDENT AUDITORS' REPORT

To the General Partners of
Pine Village Limited Partnership

We  have  audited  the  accompanying  balance  sheets  of Pine  Village  Limited
Partnership (a Georgia Limited Partnership) as of December 31, 1995 and December
31, 1994, and the related  statements of operations,  partners' equity (deficit)
and cash flows for the years then  ended.  These  financial  statements  are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our 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  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  Pine  Village  Limited
Partnership (a Georgia Limited Partnership) as of December 31, 1995 and December
31,  1994,  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 additional  information listed in the
table of contents is presented for purposes of additional  analysis and is not a
required part of the basic financial  statements.  Such information,  except for
the  portion  marked  "unaudited",  on which we  express  no  opinion,  has been
subjected  to the  procedures  applied  in the  audits  of the  basic  financial
statements and, in our opinion,  is fairly presented in all material respects in
relation to the basic financial statements taken as a whole.

/s/ David C. Moja
David C. Moja, C.P.A., P.C.

March 12, 1996
Savannah, Georgia

<PAGE>

Letterhead]
FLOYD & COMPANY
306 Commercial Drive, Suite 202        Post Office Box 14251
Savannah, Georgia 31406                    Savannah, Georgia 31416
Phone: (912) 355-9969

                         INDEPENDENT AUDITORS' REPORT

To the General Partners of
Talbot Village Limited Partnership

We have  audited  the  accompanying  balance  sheets of Talbot  Village  Limited
Partnership  (a Georgia  Limited  Partnership)  as of December  31, 1997 and the
related statements of operations,  partners' equity (deficit) and cash flows for
the year then ended.  These financial  statements are the  responsibility of the
Partnership's  management.  Our responsibility is to express an opinion on these
financial statements based on our 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  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 Talbot Village Limited
Partnership  (a Georgia  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.

Floyd & Company
/s/R. Doug Floyd
Savannah, GA
February 28, 1998
<PAGE>
Letterhead]
FLOYD & COMPANY
306 Commercial Drive, Suite 202        Post Office Box 14251
Savannah, Georgia 31406                    Savannah, Georgia 31416
Phone: (912) 355-9969

                         INDEPENDENT AUDITORS' REPORT

To the General Partners of
Talbot Village Limited Partnership

We have  audited  the  accompanying  balance  sheets of Talbot  Village  Limited
Partnership  (a Georgia  Limited  Partnership)  as of December  31, 1996 and the
related statements of operations,  partners' equity (deficit) and cash flows for
the year then ended.  These financial  statements are the  responsibility of the
Partnership's  management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

The financial  statement  information  for the year ending December 31, 1995 was
audited by another  independent  certified  public  accountant who expressed and
unqualified opinion dated March 16, 1996.

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  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 Talbot Village Limited
Partnership  (a Georgia  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.

Floyd & Company
/s/R. Doug Floyd
Savannah, GA
February 28, 1997

<PAGE>
[Letterhead]

David C. Moja, C.P.A., P.C.
P.O. Box 14212
Savannah, Georgia 31416
(912)354-4141

                         INDEPENDENT AUDITORS' REPORT

To the General Partners of
Talbot Village Limited Partnership

We have  audited  the  accompanying  balance  sheets of Talbot  Village  Limited
Partnership (a Georgia Limited Partnership) as of December 31, 1995 and December
31, 1994, and the related  statements of operations,  partners' equity (deficit)
and cash flows for the years then  ended.  These  financial  statements  are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our 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  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  Talbot  Village  Limited
Partnership (a Georgia Limited Partnership) as of December 31, 1995 and December
31,  1994,  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 additional  information listed in the
table of contents is presented for purposes of additional  analysis and is not a
required part of the basic financial  statements.  Such information,  except for
the  portion  marked  "unaudited",  on which we  express  no  opinion,  has been
subjected  to the  procedures  applied  in the  audits  of the  basic  financial
statements and, in our opinion,  is fairly presented in all material respects in
relation to the basic financial statements taken as a whole.

/s/ David C. Moja
David C. Moja, C.P.A., P.C.
March 11, 1996
Savannah, Georgia


<PAGE>
Letterhead]
FLOYD & COMPANY
306 Commercial Drive, Suite 202        Post Office Box 14251
Savannah, Georgia 31406                    Savannah, Georgia 31416
Phone: (912) 355-9969

                         INDEPENDENT AUDITORS' REPORT

To the General Partners of
Willowpeg Village Limited Partnership

We have audited the  accompanying  balance sheets of Willowpeg  Village  Limited
Partnership  (a Georgia  Limited  Partnership)  as of December  31, 1997 and the
related statements of operations,  partners' equity (deficit) and cash flows for
the year then ended.  These financial  statements are the  responsibility of the
Partnership's  management.  Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our 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  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 Willowpeg Village Limited
Partnership  (a Georgia  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.

Floyd & Company
/s/R. Doug Floyd
Savannah, GA
February 28, 1998

<PAGE>
Letterhead]
FLOYD & COMPANY
306 Commercial Drive, Suite 202        Post Office Box 14251
Savannah, Georgia 31406                    Savannah, Georgia 31416
Phone: (912) 355-9969

                         INDEPENDENT AUDITORS' REPORT

To the General Partners of
Willowpeg Village Limited Partnership

We have audited the  accompanying  balance sheets of Willowpeg  Village  Limited
Partnership  (a Georgia  Limited  Partnership)  as of December  31, 1996 and the
related statements of operations,  partners' equity (deficit) and cash flows for
the year then ended.  These financial  statements are the  responsibility of the
Partnership's  management.  Our responsibility is to express an opinion on these
financial statements based on our audit.

The financial  statement  information  for the year ending December 31, 1995 was
audited by another  independent  certified  public  accountant who expressed and
unqualified opinion dated March 16, 1996.

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  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 Willowpeg Village Limited
Partnership  (a Georgia  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.

Floyd & Company
/s/R. Doug Floyd
Savannah, GA
February 28, 1997

<PAGE>
[Letterhead]

David C. Moja, C.P.A., P.C.
P.O. Box 14212
Savannah, Georgia 31416
(912)354-4141

                         INDEPENDENT AUDITORS' REPORT

To the General Partners of
Willowpeg Village Limited Partnership

We have audited the  accompanying  balance sheets of Willowpeg  Village  Limited
Partnership (a Georgia Limited Partnership) as of December 31, 1995 and December
31, 1994, and the related  statements of operations,  partners' equity (deficit)
and cash flows for the years then  ended.  These  financial  statements  are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our 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  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 Willowpeg  Village  Limited
Partnership (a Georgia Limited Partnership) as of December 31, 1995 and December
31,  1994,  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 additional  information listed in the
table of contents is presented for purposes of additional  analysis and is not a
required part of the basic financial  statements.  Such information,  except for
the  portion  marked  "unaudited",  on which we  express  no  opinion,  has been
subjected  to the  procedures  applied  in the  audits  of the  basic  financial
statements and, in our opinion,  is fairly presented in all material respects in
relation to the basic financial statements taken as a whole.

/s/ David C. Moja
David C. Moja, C.P.A., P.C.
March 12, 1996
Savannah, Georgia

<PAGE>

[Letterhead]

                             [Logo] macdonaldpage

Independent Auditors' Report

                                February 5, 1998
Bingham Family Housing Associates
224 Maine Avenue
Gardiner, Maine

We have  audited  the  accompanying  balance  sheet of  Bingham  Family  Housing
Associates  (a limited  partnership)  as of December 31, 1997 and 1996,  and the
related statements of profit and loss,  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 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 Bingham Family Housing
Associates 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/ Macdonald Page & Co.
Augusta, ME
Certified Public Accountants

<PAGE>
[Letterhead]

                             [Logo] macdonaldpage

Independent Auditors' Report

                                February 4, 1997
Bingham Family Housing Associates
224 Maine Avenue
Gardiner, Maine

We have  audited  the  accompanying  balance  sheet of  Bingham  Family  Housing
Associates  (a limited  partnership)  as of December 31,  1996,  and the related
statements of profit and loss, changes in partners' capital,  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 Bingham Family Housing
Associates 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/ Macdonald Page & Co.
Augusta, ME
Certified Public Accountants

<PAGE>
[Letterhead]

                             [Logo] macdonaldpage

Independent Auditors' Report

                                February 14, 1996
Bingham Family Housing Associates
224 Maine Avenue
Gardiner, Maine

We have  audited  the  accompanying  balance  sheet of  Bingham  Family  Housing
Associates  (a limited  partnership)  as of December 31,  1995,  and the related
statements of profit and loss,  changes in partners'  capital 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 Bingham Family Housing
Associates as of December 31, 1995,  and the results of its  operations  and its
cash  flows  for the year  then  ended in  conformity  with  generally  accepted
accounting principles.

/s/ Macdonald Page & Co.
Augusta, ME
Certified Public Accountants

<PAGE>
[Letterhead]

                             [Logo] macdonaldpage

Independent Auditors' Report

                                February 5, 1998
Birmingham Housing Associates
224 Maine Avenue
Gardiner, Maine

We have audited the accompanying  balance sheet of Birmingham Housing Associates
(a limited  partnership)  as of  December  31,  1997 and 1996,  and the  related
statements of profit and loss,  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 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 Birmingham Housing Associates
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/ Macdonald Page & Co.
Augusta, ME
Certified Public Accountants

<PAGE>
[Letterhead]

                             [Logo] macdonaldpage

Independent Auditors' Report

                                February 4, 1997
Birmingham Housing Associates
224 Maine Avenue
Gardiner, Maine

We have audited the accompanying  balance sheet of Birmingham Housing Associates
(a limited  partnership) as of December 31, 1996, and the related  statements of
profit and loss,  changes in partners'  capital 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 Birmingham Housing Associates
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/ Macdonald Page & Co.
Augusta, ME
Certified Public Accountants

<PAGE>
[Letterhead]

                             [Logo] macdonaldpage
Independent Auditors' Report

                                February 14, 1996
Birmingham Housing Associates
224 Maine Avenue
Gardiner, Maine

We have audited the accompanying  balance sheet of Birmingham Housing Associates
(a limited  partnership) as of December 31, 1995, and the related  statements of
profit and loss,  changes in partners'  capital 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 Birmingham Housing Associates
as of December 31, 1995,  and the results of its  operations  and its cash flows
for the year  then  ended  in  conformity  with  generally  accepted  accounting
principles.

/s/ Macdonald Page & Co.
Augusta, ME
Certified Public Accountants

<PAGE>
[Letterhead]

                             [Logo] macdonaldpage

Independent Auditors' Report

                                February 5, 1998
New Sweden Housing Associates
224 Maine Avenue
Gardiner, Maine

We have audited the accompanying  balance sheet of New Sweden Housing Associates
(a limited  partnership)  as of  December  31,  1997 and 1996,  and the  related
statements of profit and loss,  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 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 New Sweden Housing Associates
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/ Macdonald Page & Co.
Augusta, ME
Certified Public Accountants

<PAGE>

[Letterhead]

                             [Logo] macdonaldpage

Independent Auditors' Report

                                February 4, 1997
New Sweden Housing Associates
224 Maine Avenue
Gardiner, Maine

We have audited the accompanying  balance sheet of New Sweden Housing Associates
(a limited  partnership) as of December 31, 1996, and the related  statements of
profit and loss,  changes in partners'  capital 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 New Sweden Housing Associates
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/ Macdonald Page & Co.
Augusta, ME
Certified Public Accountants


<PAGE>
[Letterhead]

                             [Logo] macdonaldpage

Independent Auditors' Report

                                February 14, 1996
New Sweden Housing Associates
224 Maine Avenue
Gardiner, Maine

We have audited the accompanying  balance sheet of New Sweden Housing Associates
(a limited  partnership) as of December 31, 1995, and the related  statements of
profit and loss,  changes in partners'  capital 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 New Sweden Housing Associates
as of December 31, 1995,  and the results of its  operations  and its cash flows
for the year  then  ended  in  conformity  with  generally  accepted  accounting
principles.

/s/ Macdonald Page & Co.
Augusta, ME
Certified Public Accountants

<PAGE>
[Letterhead]

                                    [LOGO]
                            Haran & Associates Ltd


                         INDEPENDENT AUDITOR'S REPORT

To the Partners                                      HUD Field Office Director
HAZEL-WINTHROP APARTMENTS                                    Chicago, Illinois
Chicago, Illinois

We have audited the accompanying  balance sheets of  HAZEL-WINTHROP  APARTMENTS,
Project  No.  071-35522-PM,  as of December  31, 1997 and 1996,  and the related
statements  of profit and loss,  changes in partners'  equity,  and statement of
cash  flows  for the  years  then  ended.  These  financial  statements  are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing standards
and Government  Auditing  Standards,  issued by the  Comptroller  General of the
United  States.  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  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 HAZEL-WINTHROP  APARTMENTS,  as
of December  31,  1997 and 1996,  and its profit or loss,  changes in  partners'
equity,  and its cash  flows  for the  years  then  ended,  in  conformity  with
generally accepted accounting principles.

In accordance with Government Auditing  Standards,  we have also issued a report
dated  January 30,  1998,  on our  consideration  of  HAZEL-WINTHROP  APARTMENTS
internal control structure and reports dated January 30, 1998, on its compliance
with specific requirements  applicable to Affirmative Fair Housing, and specific
requirements applicable to Nonmajor HUD programs.

The  accompanying  supplementary  information  (shown  on  pages  15 to  20)  is
presented  for  purposes  of  additional  analysis  and is not part of the basic
financial  statements.  Such information has been subjected to the same 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
Federal Identification No. 36-3097692
Audit Partner: James E. Haran (847) 853-2580

February 5, 1998

<PAGE>
[Letterhead]

                                    [LOGO]
                            Haran & Associates Ltd


                         INDEPENDENT AUDITOR'S REPORT

To the Partners                                      HUD Field Office Director
HAZEL-WINTHROP APARTMENTS                                    Chicago, Illinois
Chicago, Illinois

We have audited the accompanying  balance sheets of  HAZEL-WINTHROP  APARTMENTS,
Project  No.  071-35522-PM,  as of December  31, 1996 and 1995,  and the related
statements  of profit and loss,  changes in partners'  equity,  and statement of
cash  flows  for the  years  then  ended.  These  financial  statements  are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing standards
and Government  Auditing  Standards,  issued by the  Comptroller  General of the
United  States.  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  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 HAZEL-WINTHROP  APARTMENTS,  as
of December  31,  1996 and 1995,  and its profit or loss,  changes in  partners'
equity,  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  February  5, 1997,  on our  consideration  of  HAZEL-WINTHROP  APARTMENTS
internal control structure and reports dated February 5, 1997, on its compliance
with specific requirements  applicable to Affirmative Fair Housing, and specific
requirements applicable to Nonmajor HUD programs.

The  accompanying  supplementary  information  (shown  on  pages  15 to  20)  is
presented  for  purposes  of  additional  analysis  and is not part of the basic
financial  statements.  Such information has been subjected to the same 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
Federal Identification No. 36-3097692
Audit Partner: James E. Haran (847) 853-2580

February 5, 1997
<PAGE>


BILLIE J. BURNETT, CPA
5 Benton Drive
Nashua, NH 03060
(603) 883-4230

To The Partners
Michael J. Dobens Limited Partnership I

I have  audited the  accompanying  balance  sheets of Michael J. Dobens  Limited
Partnership  I as of December 31, 1997 and 1996,  and the related  statements of
income,  partners' equity and cash flows for the years then ended. The financial
statements  are  the   responsibility  of  the  Partnership's   management.   My
responsibility  is to express an opinion on these financial  statements based on
my audit.

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

In my opinion, the financial statements referred to above present fairly, in all
material  respects,   the  financial  position  of  Michael  J.  Dobens  Limited
Partnership  I 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/ Billie J. Burnett
Nashua, NH
Billie J. Burnett
January 2, 1998
<PAGE>

BILLIE J. BURNETT, CPA
 5 Benton Drive
 Nashua, NH 03060
 (603) 883-4230

To The Partners
Michael J. Dobens Limited Partnership I

I have  audited the  accompanying  balance  sheets of Michael J. Dobens  Limited
Partnership  I as of December 31, 1996 and 1995,  and the related  statements of
income,  partners' equity and cash flows for the years then ended. The financial
statements  are  the   responsibility  of  the  Partnership's   management.   My
responsibility  is to express an opinion on these financial  statements based on
my audit.

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

In my opinion, the financial statements referred to above present fairly, in all
material  respects,   the  financial  position  of  Michael  J.  Dobens  Limited
Partnership  I 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/ Billie J. Burnett
Nashua, NH
Billie J. Burnett
January 8, 1997
<PAGE>
[Letterhead]

                          Marks Shron & Company, LLP

             INDEPENDENT AUDITORS' REPORT ON FINANCIAL STATEMENTS

To the Partners of
Logan Plaza Associates

We have audited the accompanying balance sheets of Logan Plaza Associates,
as of December 31, 1997 and 1996, and the related statements of income,  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 audit.

We conducted our audit in accordance with generally  accepted auditing standards
and Government Auditing  Standards,  issued by the Comptroller General of the U.
S.  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 Logan Plaza Associates at December
31,  1997 and 1996,  and the  results of its  operations,  changes in  partners'
capital  and cash flows for the years then ended in  conformity  with  generally
accepted accounting principles.

In accordance  with Government  Auditing  Standards and the  Consolidated  Audit
Guide for Audits of HUD Programs  issued by the U.S.  Department  of Housing and
Urban  Development  , Office of  Inspector  General in July  1993,  we have also
issued
 reports  dated  January  15,  1998 on our  consideration  of the  Partnership's
internal  control  structure,  on  its  compliance  with  specific  requirements
applicable  to  major  HUD  programs  and  on  its   compliance   with  specific
requirements applicable to Fair Housing and Non-Discrimination.

Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplementary 
information  shown on pages 14 to 21 is  presented  for purposes of  additional 
analysis and is not a required  part  of the  basic financial  statements  of 
the Partnership.  Such information has been subjected to the auditing procedures
applied in the audit of the basic financial statements and, in our opinion, 
except for the effects of the item discussed  above, the additional information 
is fairly stated,  in all material  respects, in relation to the basic financial
statements  taken as a whole.

/s/ Marks Shron & Company
New York, NY
January 15, 1998

<PAGE>
[Letterhead]

                          Marks Shron & Company, LLP

             INDEPENDENT AUDITORS' REPORT ON FINANCIAL STATEMENTS

To the Partners of
Logan Plaza Associates

We have audited the accompanying Balance Sheets of Logan Plaza Associates, as 
of December 31, 1996 and 1995, and the related statements of income,  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 audit.

We conducted our audit in accordance with generally  accepted auditing standards
and Government Auditing  Standards,  issued by the Comptroller General of the U.
S.  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 Logan Plaza Associates at December
31,  1996 and 1995,  and the  results of its  operations,  changes in  partners'
capital  and cash flows for the years then ended in  conformity  with  generally
accepted accounting principles.

In accordance  with Government  Auditing  Standards and the  Consolidated  Audit
Guide for Audits of HUD Programs  issued by the U.S.  Department  of Housing and
Urban  Development  , Office of  Inspector  General in July  1993,  we have also
issued
 reports  dated  January  21,  1997 on our  consideration  of the  Partnership's
internal  control  structure,  on  its  compliance  with  specific  requirements
applicable  to  major  HUD  programs,   and  on  its  compliance  with  specific
requirements applicable to Affirmative Fair Housing.


Our audit was made for the purpose of forming an opinion on the basic financial 
statements taken as a whole. The accompanying supplementary information shown on
pages 14 to 23 is  presented  for purposes of  additional  analysis and is not a
required  part  of the  basic  financial  statements  of the  Partnership.  Such
information has been subjected to the auditing  procedures  applied in the audit
of the basic financial statements and, in our opinion, except for the effects of
the item discussed  above, the additional  information is fairly stated,  in all
material  respects,  in relation to the basic  financial  statements  taken as a
whole.

/s/ Marks Shron & Company
New York, NY
January 21, 1997
<PAGE>
 [Letterhead]

Michael Sczekan & Co., P.C.

                         INDEPENDENT AUDITOR'S REPORT

To the Owners of                                          HUD Field Office
Delmar Housing Associates Limited Partnership   Denver, Colorado
Yuma, Arizona

We have audited the  accompanying  Balance  Sheet of Delmar  Housing  Associates
Limited Partnership,  FHA Project Number 109-94004 REF, as of December 31, 1997,
and the related  statements  of profit and loss,  changes in project  equity and
cash  flows  for  the  year  then  ended.  These  financial  statements  are the
responsibility of the Project's management.  Our responsibility is to express an
opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally  accepted auditing standards
and  Government  Auditing  Standards  issued by the  Comptroller  General of the
United  States.  Those  standards  require that we plan and perform the audit to
obtain reasonable  assurance about whether the financial  statements are free of
material  misstatement.  An audit includes examining,  on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our 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 Delmar  Housing  Associates
Limited  Partnership,  as of December 31, 1997 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  February 10, 1998,  on our  consideration  of Delmar  Housing  Associates
Limited Partnership's internal control structure and a report dated February 10,
1998, on its compliance with laws and regulations.

Our audit was made for the  purpose  of  forming  an  opinion  on the  financial
statements taken as a whole. The supporting data included in the report on pages
15 through 21 is presented for the purposes of additional analysis and are not a
required part of the financial  statements of Delmar Housing  Associates Limited
Partnership. Such information has been subjected to the same auditing procedures
applied  in the  examination  of the  basic  financial  statements  and,  in our
opinion,  are  presented  fairly in all  material  respects  in  relation to the
financial statements taken as a whole.

Respectfully submitted,

/s/ Michael Sczekan & Co.
Michael Sczekan & Co., P.C.
Certified Public Accountants
Englewood, Colorado
February 10, 1998
<PAGE>
 [Letterhead]

Michael Sczekan & Co., P.C.

                         INDEPENDENT AUDITOR'S REPORT

To the Owners of                                          HUD Field Office
Delmar Housing Associates Limited Partnership   Denver, Colorado
Yuma, Arizona

We have audited the  accompanying  Balance  Sheet of Delmar  Housing  Associates
Limited Partnership,  FHA Project Number 109-94004 REF, as of December 31, 1996,
and the related  statements  of profit and loss,  changes in project  equity and
cash  flows  for  the  year  then  ended.  These  financial  statements  are the
responsibility of the Project's management.  Our responsibility is to express an
opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally  accepted auditing standards
and  Government  Auditing  Standards  issued by the  Comptroller  General of the
United  States.  Those  standards  require that we plan and perform the audit to
obtain reasonable  assurance about whether the financial  statements are free of
material  misstatement.  An audit includes examining,  on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our 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 Delmar  Housing  Associates
Limited  Partnership,  as of December 31, 1996 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  February 14, 1997,  on our  consideration  of Delmar  Housing  Associates
Limited Partnership's internal control structure and a report dated February 14,
1997, on its compliance with laws and regulations.

Our audit was made for the  purpose  of  forming  an  opinion  on the  financial
statements taken as a whole. The supporting data included in the report on pages
16 through 23 is presented for the purposes of additional analysis and are not a
required part of the financial  statements of Delmar Housing  Associates Limited
Partnership. Such information has been subjected to the same auditing procedures
applied  in the  examination  of the  basic  financial  statements  and,  in our
opinion,  are  presented  fairly in all  material  respects  in  relation to the
financial statements taken as a whole.

Respectfully submitted,

/s/ Michael Sczekan & Co.

Michael Sczekan & Co., P.C.
Certified Public Accountants

Englewood, Colorado
February 14, 1997
<PAGE>
 [Letterhead]

Michael Sczekan & Co., P.C.

                         INDEPENDENT AUDITOR'S REPORT

To the Owners of                                          Chief-Loan Management
Delmar Housing Associates Limited Partnership   Continental Wingate Associates
Denver, Colorado                                         Boston, Massachusetts

We have audited the  accompanying  Balance  Sheet of Delmar  Housing  Associates
Limited Partnership,  FHA Project Number 109-94004 REF, as of December 31, 1995,
and the related  statements  of profit and loss,  changes in project  equity and
cash  flows  for  the  year  then  ended.  These  financial  statements  are the
responsibility of the Project's management.  Our responsibility is to express an
opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally  accepted auditing standards
and  Government  Auditing  Standards  issued by the  Comptroller  General of the
United  States.  Those  standards  require that we plan and perform the audit to
obtain reasonable  assurance about whether the financial  statements are free of
material  misstatement.  An audit includes examining,  on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our 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 Delmar  Housing  Associates
Limited  Partnership,  as of December 31, 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  February 23, 1996,  on our  consideration  of Delmar  Housing  Associates
Limited Partnership's internal control structure and a report dated February 23,
1996, on its compliance with laws and regulations.

Our audit was made for the  purpose  of  forming  an  opinion  on the  financial
statements taken as a whole. The supporting data included in the report on pages
16 through 23 is presented for the purposes of additional analysis and are not a
required part of the financial  statements of Delmar Housing  Associates Limited
Partnership. Such information has been subjected to the same auditing procedures
applied  in the  examination  of the  basic  financial  statements  and,  in our
opinion,  are  presented  fairly in all  material  respects  in  relation to the
financial statements taken as a whole.

Respectfully submitted,

/s/ Michael Sczekan & Co.
Michael Sczekan & Co., P.C.
Certified Public Accountants
Englewood, Colorado
February 23, 1996

<PAGE>
[Letterhead]

                      [Logo] Reznick Fedder & Silverman

                         INDEPENDENT AUDITORS' REPORT

To the Partners
Heritage Court Limited Partnership

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

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

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  financial  position  of  Heritage  Court  Limited
Partnership as of December 31, 1997, and the results of its operations,  changes
in partners'  (deficit)  and cash flows for the year then ended,  in  conformity
with generally accepted accounting principles.

Our audit was made for the purpose of forming an opinion on the basic  financial
statements taken as a whole. The supplemental information on pages 21 through 33
is presented for the 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
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 and the Consolidated Audit 
Guide for Audits of HUD Programs,  we have also issued a report dated January 
6,  1998,  on  our  consideration  of  Heritage  Court  Limited Partnership's 
internal  control  structure and on its compliance  with specific requirements 
applicable to CDA programs,  fair housing and non-discrimination, and laws and
regulations applicable to the financial statements.


 /s/ Reznick Fedder & Silverman
Baltimore, Maryland                               Federal Employer
January 6, 1998                                        Identification Number:
                                                                   52-1088612
Audit Principal:        William T. Riley, Jr.

<PAGE>
[Letterhead]

                      [Logo] Reznick Fedder & Silverman

                         INDEPENDENT AUDITORS' REPORT

To the Partners
Heritage Court Limited Partnership

We have  audited  the  accompanying  balance  sheet of  Heritage  Court  Limited
Partnership  as of December 31, 1996,  and the related  statements of profit and
loss (on HUD Form No. 92410),  partners' equity (deficit) and cash flows for the
year then  ended.  These  financial  statements  are the  responsibility  of the
Partnership's  management.  Our responsibility is to express an opinion on these
financial statements based on our audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  financial  position  of  Heritage  Court  Limited
Partnership as of December 31, 1996, and the results of its operations,  changes
in  partners'  equity  (deficit)  and 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 33
is presented for the 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
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 and the Consolidated Audit 
Guide for Audits of HUD Programs,  we have also issued a report dated January 
6, 1997,  on  our  consideration  of  Heritage  Court  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
Baltimore, Maryland                               Federal Employer
January 6, 1997                                        Identification Number:
                                                                   52-1088612
Audit Principal:        William T. Riley, Jr.

<PAGE>
[Letterhead]

                      [Logo] Reznick Fedder & Silverman

                         INDEPENDENT AUDITORS' REPORT

To the Partners
Heritage Court Limited Partnership

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

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

Our audit was made for the purpose of forming an opinion on the basic  financial
statements taken as a whole. The supplemental information on pages 20 through 29
is presented for the 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
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  16,  1996,  on  our  consideration  of  Heritage  Court  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
Baltimore, Maryland                               Federal Employer
January 16, 1996                                        Identification Number:
                                                                   52-1088612
Audit Principal:        William T. Riley, Jr.

<PAGE>
MUELLER, WALLA & ALBERTSON, P.C.

                         INDEPENDENTS AUDITORS' REPORT

The Partners
Perryville Associates I, L.P.
St. Louis, Missouri

We have audited the accompanying balance sheet of Perryville  Associates I, 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 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 Perryville Associates,  I, L.P.
as of December 31, 1997 and 1996, and the results of its operations,  changes in
partners'  capital  and cash flows for the years then ended in  conformity  with
generally accepted accounting principles.

/s/Mueller,  Walla & Albertson, P.C.
Kirkwood, Missouri
Mueller,  Walla & Albertson, P.C.
Certified Public Accountants
February 9, 1998

              MEMBERS AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS
              MISSOURI SOCIETY OF CERTIFIED PUBLIC ACCOUNTANTS
<PAGE>
MUELLER, WALLA & ALBERTSON, P.C.

                         INDEPENDENTS AUDITORS' REPORT

The Partners
Perryville Associates I, L.P.
St. Louis, Missouri

We have audited the accompanying balance sheet of Perryville  Associates I, L.P.
(a limited  partnership) as of December 31, 1996, and the related  statements of
operations,  partners'  capital,  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 1996 financial statements referred to above present fairly,
in all material respects,  the financial position of Perryville  Associates,  I,
L.P. as of December  31,  1996,  and the results of its  operations,  changes in
partners'  capital  and cash  flows for the year then ended in  conformity  with
generally accepted accounting principles.

The 1995 financial statements were compiled by us and our report thereon,  dated
February  9,  1996,  stated  that we did not  audit or  review  those  financial
statements and, accordingly,  expressed no opinion or other form of assurance on
them.

/s/Mueller,  Walla & Albertson, P.C.
Kirkwood, Missouri
Mueller,  Walla & Albertson, P.C.
Certified Public Accountants
January 21, 1997

              MEMBERS AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS
              MISSOURI SOCIETY OF CERTIFIED PUBLIC ACCOUNTANTS
<PAGE>
MUELLER,  WALLA & ALBERTSON, P.C.

                         ACCOUNTANTS' COMPILATION REPORT

The Partners
Perryville Associates I, L.P.
St. Louis, Missouri

We have compiled the accompanying balance sheet of Perryville Associates I, L.P.
(a limited  Partnership) as of December 31, 1995, and the related  statements of
operations,  partners'  capital,  and cash  flows  for the year then  ended,  in
accordance  with  Statements on Standards  for  Accounting  and Review  Services
issued by the American Institute of Certificate Public Accounts.

A  compilation  is limited to  presenting  in the form of  financial  statements
information  that is the  representation  of management.  We have not audited or
reviewed the accompanying financial statements and, accordingly,  do not express
an opinion or any other form of assurance on them.

The financial  statements for the year ended December 31, 1994,  were audited by
us, and we expressed an unqualified opinion on them in our report dated February
6, 1995, but we have not performed any auditing procedures since that date.

/s/Mueller,  Walla & Albertson, P.C.
Kirkwood, Missouri
Mueller,  Walla & Albertson, P.C.
Certified Public Accountants
February 9, 1996
               BOULEVARD COMMONS LIMITED PARTNERSHIP

                     PROJECT NO. 071-35592

              REPORT ON FINANCIAL STATEMENTS

                YEAR ENDED DECEMBER 31, 1997



            BOULEVARD COMMONS LIMITED PARTNERSHIP
                    PROJECT NO. 071-35592

                    TABLE OF CONTENTS


                                      
                                                                          PAGE


AUDITOR'S REPORT                                                            2


FINANCIAL STATEMENTS

     Balance Sheet                                                         3-4

     Statement of Profit and Loss (HUD-92410)                              5-6

     Supporting Schedule to Form HUD-92410                                  7

     Statement of Changes in Partners' Equity                               8

     Statement of Cash Flows                                               9-10

     Notes to Financial Statements                                        11-13


SUPPORTING DATA                                                           14-17


AUDITOR'S COMMENTS ON COMPLIANCE
     Major HUD Program                                                    18-19
     Schedule of Findings and Questioned Costs                              20
     Corrective Action Plan                                                 21


AUDITOR'S COMMENTS ON INTERNAL CONTROL                                    22-23


AUDITOR'S COMMENTS ON AFFIRMATIVE FAIR HOUSING                              24


CERTIFICATE OF GENERAL PARTNERS                                             25


CERTIFICATE OF MANAGEMENT AGENT                                             26







<PAGE>






                         INDEPENDENT AUDITOR'S REPORT

To the Partners                                      HUD Field Office Director
BOULEVARD COMMONS LIMITED PARTNERSHIP                Chicago, Illinois
Chicago, Illinois

We have audited the  accompanying  balance  sheet of BOULEVARD  COMMONS  LIMITED
PARTNERSHIP,  Project No.  071-35592,  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
and Government  Auditing  Standards,  issued by the  Comptroller  General of the
United  States.  These  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 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 BOULEVARD  COMMONS  LIMITED
PARTNERSHIP,  as of  December  31,  1997,  and its  profit or loss,  changes  in
partners' equity,  and its cash flows for the year then ended in conformity with
generally accepted accounting principles.

In accordance with Government Auditing  Standards,  we have also issued a report
dated  January  23,  1998 on our  consideration  of  BOULEVARD  COMMONS  LIMITED
PARTNERSHIP's  internal control  structure and reports dated January 23, 1998 on
its compliance with specific  requirements  applicable to Major HUD Programs and
specific requirements applicable to Affirmative Fair Housing.

The  accompanying  supplementary  information  (shown  on  pages  14 to  17)  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  statement  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
Federal Certification No. 36-3097692
Audit Partner:  James E. Haran  (847)853-2580

January 23, 1998





<PAGE>


                        BOULEVARD COMMONS LIMITED PARTNERSHIP
                                    PROJECT NO. 071-35592
                                        BALANCE SHEET
                                     DECEMBER 31, 1997

                                                   A S S E T S
<TABLE>
<CAPTION>
<S>                                                                                              <C>  

CURRENT ASSETS
   1120     Cash in bank                                                                         $     5,582
   1130    Tenant accounts receivable                                                                  9,930
   1135  Rent supplement receivable                                                                   56,959
                                                                                                 -----------

                     Total current assets                                                        $    72,471
                                                                                                 -----------


DEPOSITS HELD IN TRUST - FUNDED
   1191    Tenant security deposits - held in trust                                              $    24,457
                                                                                                 -----------


PREPAID EXPENSES
   1240    Property insurance                                                                    $    27,117
   1250    Mortgage insurance                                                                         26,434
                                                                                                 -----------

                     Total prepaid expenses                                                      $    53,551
                                                                                                 -----------


RESTRICTED DEPOSITS AND FUNDED RESERVES
   1310    Mortgage escrow deposits                                                              $   118,996
   1320    Cash replacement reserve                                                                  129,581
                                                                                                 -----------

                     Total restricted deposits and funded reserves                               $   248,577
                                                                                                 -----------


FIXED ASSETS
   1410    Land                                                                                  $   318,000
   1420    Buildings  13,851,124
   1440    Building equipment - portable                                                             619,636
   1470    Maintenance equipment                                                                       2,381
                                                                                                 -----------
                     Total fixed assets                                                          $14,791,141
              Less accumulated depreciation                                                        4,758,502

                     Net book value                                                              $10,032,639


OTHER ASSETS
   1840    Deferred loan fees (net of amortization)                                              $   196,077
                                                                                                 -----------


                     TOTAL ASSETS                                                                $10,627,772

</TABLE>

















The accompanying  notes are an integral part of this statement.

<PAGE>

                         BOULEVARD COMMONS LIMITED PARTNERSHIP
                                   PROJECT NO. 071-35592
                                 BALANCE SHEET (CONTINUED)
                                     DECEMBER 31, 1997


                                           LIABILITIES AND PARTNERS' EQUITY

<TABLE>
<CAPTION>
<S>                                                                                              <C>  

CURRENT LIABILITIES
   2110     Accounts payable                                                                     $    12,353
   2116    Accrued property taxes                                                                    161,500
   2130    Accrued mortgage interest                                                                 138,373
   2320    Mortgage payable - current portion                                                         36,967
                                                                                                 -----------

                     Total current liabilities                                                   $   349,193
                                                                                                 -----------


DEPOSITS AND PREPAYMENT LIABILITIES
   2191    Tenant security deposits - held in trust (contra)                                     $    24,068
   2210    Prepaid rent                                                                                  441
                                                                                                 -----------

                     Total deposits and prepayment liabilities                                   $    24,509
                                                                                                 -----------



LONG-TERM LIABILITIES
   2320    Mortgage payable                                                                      $ 9,761,770
   2330    Junior mortgage payable - City of Chicago                                                 693,500
                                                                                                 -----------

                     Total                                                                       $10,455,270

              Less current portion                                                                    36,967

                     Total long-term liabilities                                                 $10,418,303



OTHER LIABILITIES
   2400    Accrued interest - junior mortgage - City of Chicago                                  $   216,719
                                                                                                 -----------


                     Total liabilities                                                           $11,008,724


PARTNERS' EQUITY
   3130    Partners' equity                                                                         (380,952)
                                                                                                 ------------


                     TOTAL LIABILITIES AND PARTNERS' EQUITY                                      $10,627,772



</TABLE>














The accompanying  notes are an integral part of this statement.


<PAGE>


  Statement of Profit                    U. S. Department of Housing
     and Loss                            and Urban Development
                                         Office Of Housing
                                         Federal Housing Commissioner
                                         OMB Approval No. 2502-0052(Exp 1/31/95)
Public Reporting Burden for this collection of information is estimated to 
average 1.0 hours per response, including the time for  reviewing  instructions,
searching existing data sources, gathering and maintaining the data needed, and 
completing and reviewing the collection of information. Send comments regarding 
this burden estimate  or any  other  aspect of this  collection  of information,
including suggestions for reducing this burden, to the Reports Management 
Officer,  Office of  Information,  Policies and  Systems,  U.S.  Department  of
Housing and Urban Development,  Washington,  D.C.  20410-3600  and to the Office
of Management and Budget, Paperwork Reduction Project (2502-0052), Washington,
D.C. 20503. Do not send this completed form to either of these addresses.
For Month/Period  Project No. 071-35592   Project Name BOULEVARD COMMONS LIMITED
      Beginning   1/01/97    Ending   12/31/97         PARTNERSHIP
<TABLE>
<CAPTION>

    Part I                   Description of Account                                            Acct No.                  Amount*
    ----------------------------------------------------------------------------------------------------------------------------
         <S>                                                                     <C>           <C>                      <C>

         Rental Income - 5100
         --------------------
          Apartments or Member Carrying Charges(Coops)                           5120          $   488,304
          ------------------------------------------------------------------------------------------------
          Tenant Assistance Payments                                             5121          $ 1,546,344
          ------------------------------------------------------------------------------------------------
          Furniture and Equipment                                                5130          $
          --------------------------------------------------------------------------------------
          Stores and Commercial                                                  5140          $
          --------------------------------------------------------------------------------------
          Garage and Parking Spaces                                              5170          $
          --------------------------------------------------------------------------------------
          Flexible Subsidy Income                                                5180          $
          --------------------------------------------------------------------------------------
          Miscellaneous  RENTAL ASSISTANCE - PRIOR YEAR                          5190          $
          --------------------------------------------------------------------------------------
          Total Rent Revenue Potential at 100% Occupancy                                                                $  2,034,648
          --------------------------------------------------------------------------------------------------------------------------
         Vacancies - 5200
          Apartments                                                             5220           (  178,771        )
          ---------------------------------------------------------------------------------------------------------
          Furniture and Equipment                                                5230           (                 )
          ---------------------------------------------------------------------------------------------------------
          Stores and Commercial                                                  5240           (                 )
          ---------------------------------------------------------------------------------------------------------
          Garage and Parking Spaces                                              5270           (                 )
          ---------------------------------------------------------------------------------------------------------
          Miscellaneous (specify)                                                5290           (                 )
          ---------------------------------------------------------------------------------------------------------
          Total Vacancies                                                                                            (   178,771   )
          --------------------------------------------------------------------------------------------------------------------------
          Net Rental Revenue Rent Revenue Less Vacancies                                                                   1,855,877
          --------------------------------------------------------------------------------------------------------------------------
         Elderly and Congregate Services Income - 5300
          Total Service Income (Schedule Attached)                               5300                                    $      -0-
          -------------------------------------------------------------------------------------------------------------------------
         Financial Revenue - 5400
         ------------------------
          Interest Income - Project Operations                                   5410          $     2,632
          ------------------------------------------------------------------------------------------------
          Income from Investments-Residual Receipts                              5430          $
          --------------------------------------------------------------------------------------
          Income from Investments-Reserve for Replacement                        5440          $     3,353
          ------------------------------------------------------------------------------------------------
          Income from Investments-Miscellaneous                                  5490          $
          --------------------------------------------------------------------------------------
          Total Financial Revenue                                                                                       $      5,985
          --------------------------------------------------------------------------------------------------------------------------
         Other Revenue - 5900
          Laundry and Vending                                                    5910          $       520
          ------------------------------------------------------------------------------------------------
          NSF and Late Charges                                                   5920          $     3,671
          ------------------------------------------------------------------------------------------------
          Damages and Cleaning Fees                                              5930          $     5,436
          ------------------------------------------------------------------------------------------------
          Forfeited Tenant Security Deposits                                     5940          $     1,128
          ------------------------------------------------------------------------------------------------
          Other Revenue (specify)                                                5990          $
          --------------------------------------------------------------------------------------
          Total Other Revenue                                                                                           $     10,755
          --------------------------------------------------------------------------------------------------------------------------
          Total Revenue                                                                                                 $  1,872,617
          --------------------------------------------------------------------------------------------------------------------------
         Administrative Expenses - 6200-6300
          Advertising                                                            6210          $     2,589
          ------------------------------------------------------------------------------------------------
          Other Administrative Expenses                                          6250          $     5,974
          ------------------------------------------------------------------------------------------------
          Office Salaries                                                        6310          $    26,882
          ------------------------------------------------------------------------------------------------
          Office Supplies                                                        6311          $    11,880
          ------------------------------------------------------------------------------------------------
          Office or Model Apartment Rent                                         6312          $
          --------------------------------------------------------------------------------------
          Management                                                             6320          $   107,969
          ------------------------------------------------------------------------------------------------
          Manager or Superintendent Salaries                                     6330          $    30,231
          ------------------------------------------------------------------------------------------------
          Manager or Superintendent Rent Free Unit                               6331          $
          --------------------------------------------------------------------------------------
          Legal Expenses (Project)                                               6340          $    46,707
          ------------------------------------------------------------------------------------------------
          Auditing Expenses (Project)                                            6350          $     6,575
          ------------------------------------------------------------------------------------------------
          Bookkeeping Fees/Accounting Services                                   6351          $    12,720
          ------------------------------------------------------------------------------------------------
          Telephone and Answering Service                                        6360          $     9,082
          ------------------------------------------------------------------------------------------------
          Bad Debts                                                              6370          $   135,457
          ------------------------------------------------------------------------------------------------
          Miscellaneous Administrative Expenses (specify)                        6390          $
          --------------------------------------------------------------------------------------
          Total Administrative Expenses                                                                                 $    396,066
          --------------------------------------------------------------------------------------------------------------------------
         Utility Expense - 6400
          Fuel Oil/Coal                                                          6420          $
          --------------------------------------------------------------------------------------
          Electricity                                                            6450          $    15,475
           -----------------------------------------------------------------------------------------------
          Water                                                                  6451          $    58,709
          ------------------------------------------------------------------------------------------------
          Gas                                                                    6452          $    67,843
          ------------------------------------------------------------------------------------------------
          Sewer                                                                  6453          $
          --------------------------------------------------------------------------------------
          Total Utilities Expense                                                                                       $    142,027
          --------------------------------------------------------------------------------------------------------------------------
</TABLE>

    The accompanying notes are an integral part of this statement. 
                                                               Page 1 of 2

 *All amounts must be rounded to the nearest dollar; $.50 and   HUD-92410 (7/91)
  over, round up - $.49 and below, round down.               ref Handbook 4370.2
<TABLE>
<CAPTION>
         <S>                                                                     <C>           <C>                      <C>    

         Operating and Maintenance Expenses - 6500
          Janitor and Cleaning Payroll                                           6510          $    16,933
          ------------------------------------------------------------------------------------------------
          Janitor and Cleaning Supplies                                          6515          $     6,261
          ------------------------------------------------------------------------------------------------
          Janitor and Cleaning Contract                                          6517          $
          --------------------------------------------------------------------------------------
          Exterminating Payroll/Contract                                         6519          $
          --------------------------------------------------------------------------------------
          Exterminating Supplies                                                 6520          $    11,715
          ------------------------------------------------------------------------------------------------
          Garbage and Trash Removal                                              6525          $    19,342
          ------------------------------------------------------------------------------------------------
          Security Payroll/Contract                                              6530          $    27,788
          ------------------------------------------------------------------------------------------------
          Grounds Payroll                                                        6535          $
          --------------------------------------------------------------------------------------
          Grounds Supplies                                                       6536          $
          --------------------------------------------------------------------------------------
          Grounds Contract                                                       6537          $       180
          ------------------------------------------------------------------------------------------------
          Repairs Payroll                                                        6540          $   114,098
          ------------------------------------------------------------------------------------------------
          Repairs Material                                                       6541          $    90,639
          ------------------------------------------------------------------------------------------------
          Repairs Contract                                                       6542          $    13,171
          ------------------------------------------------------------------------------------------------
          Elevator Maintenance/Contract                                          6545          $
          --------------------------------------------------------------------------------------
          Heating/Cooling Repairs and Maintenance                                6546          $     2,298
          ------------------------------------------------------------------------------------------------
          Swimming Pool Maintenance/Contract                                     6547          $
          --------------------------------------------------------------------------------------
          Snow Removal                                                           6548          $
          --------------------------------------------------------------------------------------
          Decorating Payroll/Contract                                            6560          $    12,946
          ------------------------------------------------------------------------------------------------
          Decorating Supplies                                                    6561          $
          --------------------------------------------------------------------------------------
          Other                                                                  6570          $
          --------------------------------------------------------------------------------------
          Miscellaneous Operating & Maintenance Expenses                         6590          $
          --------------------------------------------------------------------------------------
          Total Operating & Maintenance Expenses                                                                        $    315,371
          --------------------------------------------------------------------------------------------------------------------------
         Taxes and Insurance - 6700
          Real Estate Taxes                                                      6710          $   161,224
          ------------------------------------------------------------------------------------------------
          Payroll Taxes (FICA)                                                   6711          $    18,426
          ------------------------------------------------------------------------------------------------
          Miscellaneous Taxes, Licenses and Permits                              6719          $
          --------------------------------------------------------------------------------------
          Property and Liability Insurance(Hazard)                               6720          $    57,632
          ------------------------------------------------------------------------------------------------
          Fidelity Bond Insurance                                                6721          $       961
          ------------------------------------------------------------------------------------------------
          Workmen's Compensation                                                 6722          $     5,303
          ------------------------------------------------------------------------------------------------
          Health Insurance and Other Employee Benefits                           6723          $     3,872
          ------------------------------------------------------------------------------------------------
          Other Insurance (specify)                                              6729          $
          --------------------------------------------------------------------------------------
          Total Taxes and Insurance                                                                                     $    247,418
          --------------------------------------------------------------------------------------------------------------------------
         Financial Expenses - 6800
         Interest on Bonds Payable                                               6810          $
         ---------------------------------------------------------------------------------------
          Interest on Mortgage Payable                                           6820          $   867,411
          ------------------------------------------------------------------------------------------------
          Interest on Notes Payable (Long-Term)                                  6830          $    20,805
          ------------------------------------------------------------------------------------------------
          Interest on Notes Payable (Short-Term)                                 6840          $
          --------------------------------------------------------------------------------------
          Mortgage Insurance Premium/Service Charge                              6850          $    48,886
          ------------------------------------------------------------------------------------------------
          Miscellaneous Financial Expenses          AMORTIZATION                 6890          $     7,126
          ------------------------------------------------------------------------------------------------
          Total Financial Expenses                                                                                      $    944,228
          --------------------------------------------------------------------------------------------------------------------------
         Elderly and Congregate Service Expenses - 6900
          Total Service Expenses-Schedule Attached                               6900                                   $      -0-
          --------------------------------------------------------------------------------------------------------------------------
          Total Cost of Operations Before Depreciation                                                                  $  2,045,110
          --------------------------------------------------------------------------------------------------------------------------
          Profit (Loss) Before Depreciation                                                                           $ (  172,493)
          --------------------------------------------------------------------------------------------------------------------------
          Depreciation (Total) - 6600 (specify)                                  6600                                   $    515,391
          --------------------------------------------------------------------------------------------------------------------------
          Operating Profit or (Loss)                                                                                $ (  687,884   )
          --------------------------------------------------------------------------------------------------------------------------
         Corporate or Mortgagor Entity Expenses - 7100
          Officer Salaries                                                       7110          $
          --------------------------------------------------------------------------------------
          Legal Expenses (Entity)                                                7120          $
          --------------------------------------------------------------------------------------
          Taxes (Federal-State-Entity)                                           7130-32       $
          --------------------------------------------------------------------------------------
          Other Expenses (Entity)  See Page 7                           7190   $    83,331
          --------------------------------------------------------------------------------
          Total Corporate Expenses                                                                                      $     83,331
          --------------------------------------------------------------------------------------------------------------------------
          Net Profit or (Loss)                                                                                         $ (  771,215)
          --------------------------------------------------------------------------------------------------------------------------
</TABLE>

Warning: HUD will prosecute false claims and statements. Conviction may result  
in criminal and/ or Civil penalties.  (U.S.C. 1001, 1010, 1012; 31 U.S.C. 
3729,3802)

          Miscellaneous  or other income and  expenses  Sub-account  Groups.  If
         miscellaneous    or   other   income   and/or   expense    sub-accounts
         (5190,5290,5490,5990,6390,6590,6729,6890  and 7190)  exceed the Account
         Groupings  by 10% or more,  attach a separate  schedule  describing  or
         explaining the miscellaneous income or expense.

     Part II
     1.  Total principal payments required under the mortgage,  even if payments
         under a Workout  Agreement are less or more than those  required  under
         the mortgage. $ 31,349
     2.  Replacement  Reserve deposits  required by the Regulatory  Agreement or
         Amendments  thereto,  even if payments may be temporarily  suspended or
         waived. $ 39,219
     3.  Replacement or Painting  Reserve releases which are included as expense
         items on this Profit and Loss statement. $ NONE
     4.  Project Improvement Reserve Releases under the Flexible Subsidy Program
         that are included as expense items on this Profit and Loss Statement. $
         NONE

     The accompanying notes are an integral part of this statement.    
                                            Page 2 of 2


                                                             ref Handbook 4370.2


<PAGE>


                                           BOULEVARD COMMONS LIMITED PARTNERSHIP
                                                   PROJECT NO. 071-35592
                                           SUPPORTING SCHEDULE TO FORM HUD-92410
                                                     DECEMBER 31, 1997




CORPORATE OR MORTGAGOR ENTITY EXPENSES - 7100


  Other expenses - 7190

       Supervisory management fee                                 $  78,331
       Partnership reporting fee                                      5,000
                                                                  ---------
                                                                 $   83,331
                                                                 ==========
























The  accompanying  notes are an integral  part of this statement.

<PAGE>


                      BOULEVARD COMMONS LIMITED PARTNERSHIP
                              PROJECT NO. 071-35592
                      STATEMENT OF CHANGES IN PARTNERS' EQUITY
                        FOR THE YEAR ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>

                                                                                                    (Loss)
                                         Equity                                                    for the                Equity
                     Profit             (Deficit)                                                Year Ended             (Deficit)
                    and Loss            January 1,                                               December 31,           December 31,
                   Percentage              1997         Distributions      Contributions            1997                   1997
                   ----------           ----------       -------------      -------------       ------------           --------

<S>                  <C>                <C>                <C>                 <C>              <C>                    <C>

GENERAL
  PARTNERS            1.00              $ ( 40,225)        $     -             $     -          $ (  7,712)            $ ( 47,937)


INVESTOR
  LIMITED
    PARTNER          99.00                 446,588           16,200                 -             (763,503)              (333,115)


SPECIAL
  LIMITED
    PARTNER             -                     100             -                     -                 -                       100
                     ------             ----------        ----------          -----------         ----------             ----------



    TOTALS          100.00             $  406,463        $   16,200            $     -          $ (771,215)            $ (380,952)
                   -------             ----------        ----------           -----------        -----------            ----------

</TABLE>


















The accompanying  notes are an integral part of this statement.


<PAGE>


                      BOULEVARD COMMONS LIMITED PARTNERSHIP
                          PROJECT NO. 071-35592
                           STATEMENT OF CASH FLOWS
                     FOR THE YEAR ENDED DECEMBER 31, 1997

<TABLE>
<CAPTION>

<S>                                                                                             <C>  

CASH FLOWS FROM OPERATING ACTIVITIES
   Cash receipts from:
      Rental                                                                                    $ 1,788,020
      Interest                                                                                        5,984
      Other                                                                                          10,753
                                                                                                -----------
                     Total cash receipts                                                        $ 1,804,757
                                                                                                -----------

   Cash payments for:
      Administrative                                                                            $    94,673
      Management fees                                                                               121,641
      Utilities                                                                                     142,027
      Salaries and wages                                                                            188,144
      Operating and maintenance                                                                     194,823
      Real estate taxes                                                                             150,925
      Payroll taxes                                                                                  18,426
      Property insurance                                                                             54,485
      Miscellaneous taxes and insurance                                                              10,135
      Interest on mortgage note                                                                     801,447
      Mortgage insurance                                                                             48,801
      Tenant security and other deposits                                                           (  3,784)
      Supervisory management fee                                                                     78,331
      Partnership reporting fee                                                                       5,000
                                                                                                -----------

                     Total cash payments                                                        $ 1,905,074
                                                                                                -----------

                     Net cash used in operating activities                                      $  (100,317)
                                                                                                -----------

CASH FLOWS FROM INVESTING ACTIVITIES
   Purchase of depreciable assets                                                               $  ( 14,350)
   Decrease (increase) in:
      Reserve for replacement of depreciable assets                                                  14,854
      Reserve for taxes and insurance                                                                20,452

                     Net cash provided by investing activities                                  $    20,956
                                                                                                -----------

CASH FLOWS FROM FINANCING ACTIVITIES
   Mortgage principal payments                                                                  $  ( 28,630)
   Distributions                                                                                   ( 16,200)
                                                                                                -----------

                     Net cash used in financing activities                                      $  ( 44,830)
                                                                                                -----------

NET (DECREASE) IN CASH                                                                          $  (124,191)

CASH - BEGINNING OF YEAR                                                                            129,773
                                                                                                -----------

CASH - END OF YEAR                                                                              $     5,582
                                                                                                ===========
</TABLE>











The accompanying notes are an integral part of this statement.

<PAGE>


                      BOULEVARD COMMONS LIMITED PARTNERSHIP
                              PROJECT NO. 071-35592
                           STATEMENT OF CASH FLOWS (CONTINUED)
                         FOR THE YEAR ENDED DECEMBER 31, 1997

<TABLE>
<CAPTION>

<S>                                                                                              <C> 

RECONCILIATION OF NET INCOME (LOSS) TO
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
   Net (loss)                                                                                    $  (771,215)
   Adjustments to reconcile net income (loss) to net
      cash provided by (used in) operating activities:
         Depreciation                                                                                515,391
         Amortization                                                                                  7,126
         Decrease (increase) in:
            Tenant accounts receivable                                                              (  1,465)
            Rent supplement receivable                                                                72,773
            Account receivable - other                                                                   200
            Tenant security deposits - held in trust                                                   7,684
            Prepaid property insurance                                                                 3,147
            Prepaid mortgage insurance                                                                    85
         Increase (decrease) in:
            Accounts payable                                                                        ( 10,686)
            Accrued mortgage interest                                                                 65,965
            Accrued property taxes                                                                    10,299
            Tenant security deposits - held in trust (contra)                                       (  3,898)
            Accrued management fee                                                                  ( 13,671)
            Prepaid rent                                                                            (  2,857)
            Accrued interest - junior mortgage - City of Chicago                                      20,805
                                                                                                 -----------

                     Net cash used in operating activities                                       $  (100,317)
                                                                                                 ===========



SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid during the year for:
      Interest                                                                                   $   801,447
                                                                                                 ===========
</TABLE>


DISCLOSURE OF ACCOUNTING POLICY
   For purposes of the statement of cash flows,  the  Partnership  considers all
   highly liquid debt  instruments  purchased with a maturity of three months or
   less to be cash equivalents.







The accompanying notes are an integral part of this statement.

<PAGE>



                       BOULEVARD COMMONS LIMITED PARTNERSHIP
                              PROJECT NO. 071-35592
                           NOTES TO FINANCIAL STATEMENTS
                                 DECEMBER 31, 1997


ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Partnership was organized as a limited  partnership formed June 15, 1987 and
amended  July 13, 1988.  Its purpose is to acquire an interest in six  buildings
located  in  Chicago,   Illinois,  and  to  renovate  and  operate  thereon  two
hundred-thirteen  units of low income  housing  under  Section  221(d)(4) of the
National  Housing Act. Such projects are regulated by HUD as to rent charges and
operating methods.  The regulatory  agreement limits annual distributions of net
operating receipts to "surplus cash" available at the end of each year.

The  following  significant  accounting  policies  have  been  followed  in  the
preparation of the financial statements:

   Depreciation will be provided by using the modified accelerated cost recovery
method (MACRS) over the statutory useful lives of the assets.

   Deferred loan costs consist of fees for obtaining the HUD Insured Mortgage
   Loan and are being  amortized on the straight-line  method over the life of 
   the original mortgage loan.

   No income tax provision has been included in the financial  statements  since
   income  or  loss  of  the  Partnership  is  required  to be  reported  by the
   respective partners on their income tax returns.

   Management  uses  estimates  and  assumptions  in preparing  these  financial
   statements in accordance with generally accepted accounting principles. Those
   estimates  and  assumptions   affect  the  reported  amounts  of  assets  and
   liabilities,  the  disclosure of contingent  assets and  liabilities  and the
   reported revenues and expenses.  Actual results could vary from the estimates
   that were used.

   The  Partnership  maintains  cash  balances at a bank where  accounts are 
   insured by the F.D.I.C.  for up to $100,000. There were no balances in excess
   of insured limits at December 31, 1997.


MORTGAGE NOTES PAYABLE

The 8.875% mortgage note payable is insured by HUD and is payable in monthly  
installments OF $74,916  (including  interest)  through May, 2035. The apartment
complex is pledged as collateral for the note.

Under  agreements  with the mortgage lender and HUD, the Partnership is required
to make monthly escrow deposits for taxes, insurance, and replacement of project
assets, and is subject to restrictions as to operating policies,  rental charges
and operating expenditures.





<PAGE>


                        BOULEVARD COMMONS LIMITED PARTNERSHIP
                                 PROJECT NO. 071-35592
                         NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                    DECEMBER 31, 1997


MORTGAGE NOTES PAYABLE (Cont'd)

At December 31, 1997, the following amounts were held in escrow:

  Property tax escrow                                             $ 63,621
  Property insurance escrow                                         34,850
  Mortgage insurance escrow                                         20,525
  Cash replacement reserve                                         129,581
                                                                  --------
          Total                                                   $248,577
                                                                  ========

The annual principal reduction for each of the next five years is as follows:

       1998                      $ 36,967
       1999                        37,414
       2000                        40,873
       2001                        44,651
       2002                        48,780

The  liability  of the  Partnership  under the  mortgage  note is limited to the
under-lying value of the real estate collateral.

The junior  mortgage  payable to the City of Chicago bears interest at 3% per 
annum and matures at the later of July 1, 2030 or  retirement of the FHA insured
mortgage.

Interest and principal are due in a lump sum upon maturity.

MANAGEMENT AND RENTAL

The Partnership has entered into a management  agreement with Prairie Management
Corporation  for the year ending  December 31, 1997. The management fee is equal
to 5.5% of gross  monthly  collections,  plus an  additional  $3.60 per unit for
location in a high crime  area,  a high  concentration  of large units and units
that are considered scattered site.

A contract  with the  Department  of Housing and Urban  Development  for Housing
Assistance Payments is currently in effect. Under terms of the contracts, a rent
subsidy is to be paid under  Section 8 of the National  Housing Act.  Also under
the terms of the contracts, the annual rent charged to the tenants is limited to
30% of annual income.

CURRENT VULNERABILITY DUE TO CERTAIN CONCENTRATIONS

The  Partnership's  sole  asset  is  its  rental  building.   The  Partnership's
operations are concentrated in the multifamily real estate market.  In addition,
the Partnership operates in a heavily regulated  environment.  The operations of
the  Partnership  are  subject  to  the  administrative  directives,  rules  and
regulations of federal, state and local regulatory agencies,  including, but not
limited to, HUD.  Such  administrative  directives,  rules and  regulations  are
subject to change by an act of congress or an administrative  change mandated by
HUD. Such changes may occur with little notice or inadequate  funding to pay for
the related cost, including the additional administrative burden, to comply with
a change.


<PAGE>




                BOULEVARD COMMONS LIMITED PARTNERSHIP
                           PROJECT NO. 071-35592
                 NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                            DECEMBER 31, 1997

SUPERVISORY MANAGEMENT FEE

Prairie Parc Corp.,  an affiliate of the General  Partners,  is the  Supervisory
Management  Agent.  It  shall  be  entitled  to  a  non-cumulative   Supervisory
Management Fee equal to the lessor of 4% of the gross revenue or 75% of any cash
flow after the priority  distribution of $21,200 is paid to the Investor Limited
Partner.  Both the Supervisory  Management Fee and the priority distribution are
payable only out of surplus cash as defined by the Regulatory  Agreement.  In no
event shall the  management  fee and  supervisory  management  fee exceed 11% of
gross revenues of the project in any fiscal year.

PARTNERSHIP REPORTING FEE

The Investor  Limited  Partner  shall  receive an annual $5,000 fee to reimburse
it for its cost of providing  reports.  The fee is payable only out of surplus  
cash, capital contributions or project expense loans.

PRIORITY DISTRIBUTION

The priority  distribution  was amended  effective with the  refinancing  under 
which the Investor  Limited  Partner is to receive 99% of the surplus cash until
it has received an annual amount equal to $21,200.

CASH FLOW (DEFICIT)

The  following  is a summary of cash flow at December 31, 1997 as defined by the
Limited Partnership Agreement:
<TABLE>
<CAPTION>
         <S>                                                                            <C> 

         Net (loss)                                                                     $ (771,215)
                                                                                         ----------

         Additions:
            Depreciation                                                                $  515,391
            Amortization                                                                     7,126
            Decrease in prepaid mortgage insurance                                              85
            Decrease in prepaid insurance                                                    3,147
            Increase in accrued property tax                                                10,299
            Decrease in tenant security deposits-held in trust                               7,684
            Decrease in escrow deposits                                                     35,306
            Increase in accrued interest payable                                            86,770
                                                                                        ----------

                          Total additions                                               $  665,808
                                                                                        ----------

         Subtractions:
            Decrease in tenant security deposits-held in trust                          $(   3,898)
            Decrease in accounts payable                                                 (  10,686)
            Decrease in accrued management fee                                           (  13,671)
            Mortgage principal payments                                                  (  28,630)
            Payments for depreciable assets                                              (  14,350)
            Decrease in prepaid rents                                                    (   2,857)
                                                                                        ----------

                          Total subtractions                                            $(  74,092)
                                                                                        ----------

           Project cash flow (deficit)                                                  $ (179,499)
                                                                                        ==========
</TABLE>

<PAGE>



                           BOULEVARD COMMONS LIMITED PARTNERSHIP
                                   PROJECT NO. 071-35592
                              SUPPORTING DATA REQUIRED BY HUD
                            FOR THE YEAR ENDED DECEMBER 31, 1997

DELINQUENT TENANT ACCOUNTS RECEIVABLE         Number of          Amount
                                               Tenants          Past Due
   Delinquent 30 days or less                    24          $    4,273
   Delinquent 31-60 days                         19                1,955
   Delinquent 61-90 days                         12                  844
   Delinquent over 90 days                       25                2,858
                                                 --          -----------

                     Total                       80          $     9,930
                                                ---          -----------


MORTGAGE ESCROW DEPOSITS
   Estimated amount required as of December 31, 1997 for future payment of:
      Property tax                                     $    50,308
      Property insurance                                    29,398
      Mortgage insurance                                    22,367
                                                       -----------
                     Total                             $   102,073

      Total confirmed by mortgagee                         118,996
                                                       -----------
   Amount on deposit in excess of estimated 
     requirements                                      $    16,923
                                                       -----------

TENANT SECURITY DEPOSITS
   Tenant  security  deposits are held in a separate bank account in the name of
   the Project.


CASH REPLACEMENT RESERVE
   In accordance  with the  provisions of the regulatory  agreement,  restricted
   cash  is to be  held by  Heitman  Financial  Services,  Inc.  to be used  for
   replacement of property with the approval of HUD:
      Balance, January 1, 1997                                   $   144,435
      Deposits                                                        35,951
      Interest                                                         3,353
      Withdrawals                                                    (54,158)
                                                                    --------
      Balance, December 31, 1997, confirmed by mortgagee         $   129,581
                                                                  ===========



ACCOUNTS PAYABLE
   Due within 30 days                                            $    12,353
   Due within 31-60 day                                                    -
   Due in more than 60 days                                                -
                                                                    --------

                     Total                                       $    12,353
                                                                  ===========



The accompanying notes are an integral part of this statement.

<PAGE>



                  BOULEVARD COMMONS LIMITED PARTNERSHIP
                             PROJECT NO. 071-35592
                   SUPPORTING DATA REQUIRED BY HUD (CONTINUED)
                      FOR THE YEAR ENDED DECEMBER 31, 1997



ACCRUED TAXES
                                          Period        Date        Amount
Description of Tax   Basis for Accrual    Covered       Due       Accrued
Property tax         Prior year tax         1997       1998    $   161,500
 
        Cook County Collector
            Parcel No. 16-08-415-016-0000
            Parcel No. 16-09-318-001-0000
            Parcel No. 16-09-314-032-0000
            Parcel No. 16-08-413-016-0000
            Parcel No. 16-09-320-001-0000
            Parcel No. 16-26-106-005-0000


COMPENSATION OF PARTNERS
   During the calendar  year 1997,  the partners of  Boulevard  Commons  Limited
   Partnership did not receive any compensation from rental activities.


SCHEDULE OF UNAUTHORIZED DISTRIBUTIONS
   None


DISTRIBUTIONS PAID TO PARTNERS
   Distributions to partners                                 $        16,200
                                                              ===============

ACCOUNTS AND NOTES RECEIVABLE - OTHER
   None


ACCOUNTS AND NOTES PAYABLE - OTHER
   None


IDENTITY OF INTEREST COMPANIES
    Company Name                   Type of Service         Amount Received
    ------------                   ---------------         ---------------
 Prairie Management Corporation       Management           $   107,969
 Prairie Management Corporation       Bookkeeping          $    12,720

     The General  Partners of  BOULEVARD  COMMONS  LIMITED  PARTNERSHIP  have no
     identity of interest  with any  suppliers of the Project with the exception
     that the  Partnership  entered  into a  management  agreement  with Prairie
     Management  Corporation,  an affiliate of a general partner, for management
     of the Project.


CHANGES IN OWNERSHIP INTEREST
   None

The accompanying notes are an integral part of this statement.


<PAGE>



                U.S DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT
                       HOUSING-FEDERAL HOUSING COMMISSIONER
           OFFICE OF MULTIFAMILY HOUSING MANAGEMENT AND OCCUPANCY
                   COMPUTATION OF SURPLUS CASH, DISTRIBUTIONS AND
                                RESIDUAL RECEIPTS

PROJECT NAME: BOULEVARD COMMONS  FISCAL PERIOD ENDED:  PROJECT NUMBER: 071-35592
         LIMITED PARTNERSHIP           12/ 31 / 97
                           PART A - COMPUTE SURPLUS CASH
<TABLE>
<CAPTION>
<S>      <C>                                                                  <C>     <C>
          
         1. Cash (accounts 1110, 1120, 1191, 1192)                            $   30,039
         -------------------------------------------------------------------------------
  C      2. Tenant subsidy vouchers due for period
  A         by financial statement                                            $   56,959
         -------------------------------------------------------------------------------
  S      3.   Other (describe)
  H                                                                        $

          (a) Total Cash (Add Line 1,2 and 3)                                        $  86,998
  --------------------------------------------------------------------------------------------

  C      4. Accrued mortgage interest payable                                 $  138,373
         -------------------------------------------------------------------------------
  U
  R   5. Delinquent mortgage principal payments                            $
  R
  E      6. Delinquent deposits to reserve for replacements                   $
         ----------------------------------------------------------------------
  N
  T      7. Accounts payable (due within 30 days)                             $   12,353
         -------------------------------------------------------------------------------
         8. Loans and notes payable--
  O        (due within 30 days)                                               $
         ----------------------------------------------------------------------
  B
  L      9. Deficient Tax Insurance or MIP Escrow Deposits                    $
         ----------------------------------------------------------------------
  I
  G  10. Accrued expenses(not escrowed)                                    $
  A
  T  11. Prepaid Rents (Account 2210)                                      $      441
     --------------------------------------------------------------------------------
  I
  O  12. Tenant security deposits liability (Account 2191)                 $   24,068
     --------------------------------------------------------------------------------
  N
  S  13. Other (Describe)                                                  $

            (b) Less Total Current Obligations(Add Lines 4 through 13)               $  175,235
     ------------------------------------------------------------------------------------------
            (c) Surplus Cash (Deficiency)(Line (a) minus Line (b))                   $ ( 88,237)
     -------------------------------------------------------------------------------------------
     PART B - COMPUTE DISTRIBUTIONS TO OWNERS AND REQUIRED DEPOSIT TO RESIDUAL RECEIPTS
  1. Surplus Cash                                                                    $  NONE
       2a. Annual Distribution Earned During Fiscal Period
            Covered by the Statement                                      $
       2b. Distribution Accrued and Unpaid as of the
           End of the Prior Period                                        $
       2c. Distributions paid During Fiscal Period Covered by Statement   $
       3.  Amount to be Carried on Balance Sheet as Distribution
           Earned but Unpaid (Line 2a plus 2b minus 2c)                   $
  -------------------------------------------------------------------------
  4. Amount Available for Distribution During Next Fiscal Period
                                                                                     $  NONE
  5. Deposit Due Residual Receipts
      (Must be deposited with Mortgagee within 60 days after Fiscal Period ends)     $
  ------------------------------------------------------------------------------------
</TABLE>
   
  PREPARED BY                                                 REVIEWED BY
  LOAN TECHNICIAN                                           LOAN OFFICER

  DATE                                                      DATE



  The accompanying notes are an integral part of this statement. HUD-93486 12-80


<PAGE>




                      BOULEVARD COMMONS LIMITED PARTNERSHIP
                              PROJECT NO. 071-35592
                   SUPPORTING DATA REQUIRED BY HUD (CONTINUED)
                      FOR THE YEAR ENDED DECEMBER 31, 1997


          CHANGES IN FIXED ASSETS
<TABLE>
<CAPTION>

        A s s e t s                                                                Accumulated Depreciation                  Net
              Balance,                               Balance,      Balance,                               Balance,       Book Value
             January 1,                            December 31,  January 1,   Current                    December 31,  December 31,
                1997    Additions    Deductions     1997          1997       Provisions   Deductions        1997            1997
           ----------- ----------   -----------  -----------   ----------   ----------   ----------     -------------   ----------
<S>          <C>           <C>        <C>         <C>           <C>           <C>          <C>          <C>             <C>     
    

Land         $   318,000   $     -    $   -       $   318,000   $      -      $     -      $   -        $      -        $   318,000


Buildings     13,836,774     + 14,350     -        13,851,124     3,638,609      510,059       -          4,148,668       9,702,456


Building
  equipment
  - portable     619,636         -        -           619,636       602,121        5,332       -            607,453          12,183


Maintenance 
  equipment        2,381         -        -             2,381         2,381         -          -              2,381            -
              -----------   ----------  -------    -----------   -----------   ----------   -------     -----------     ------------



    TOTALS   $14,776,791   $   14,350   $ -       $14,791,141   $ 4,243,111   $  515,391   $   -        $ 4,758,502     $10,032,639
             ===========   ==========   =====    ===========     ==========   ==========   =======     ============     ===========


</TABLE>



 + New Doors & Iron Fence


















The accompanying  notes are an integral part of this statement.

<PAGE>


                      BOULEVARD COMMONS LIMITED PARTNERSHIP
                              PROJECT NO. 071-35592


                               SUPPLEMENTARY DATA
                      COMPLIANCE WITH SPECIFIC REQUIREMENTS
                        APPLICABLE TO MAJOR HUD PROGRAMS


To the Partners                                      HUD Field Office Director
BOULEVARD COMMONS LIMITED PARTNERSHIP                Chicago, Illinois
Chicago, Illinois

We have audited the financial  statements of BOULEVARD  COMMONS LIMITED  
PARTNERSHIP,  Project No.  071-35592,  as of and for the year ended December 31,
1997 and have issued our report thereon dated January 23, 1998.

We have also audited BOULEVARD COMMONS LIMITED PARTNERSHIP's compliance with the
specific program requirements  governing federal financial  reporting,  mortgage
status, replacement reserve, security deposits, cash receipts and disbursements,
distributions to owners, tenant applications,  eligibility, and recertification,
and management functions that are applicable to its major HUD-assisted  programs
for the year ended  December  31, 1997.  The  management  of  BOULEVARD  COMMONS
LIMITED PARTNERSHIP is responsible for compliance with those  requirements.  Our
responsibility  is to express an opinion on compliance  with those  requirements
based on our audit.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards,  Government Auditing Standards,  issued by the Comptroller General of
the United States,  and the Consolidated  Audit Guide for Audits of HUD Programs
(the "Guide")  issued by the U.S.  Department of Housing and Urban  Development,
Office of  Inspector  General  in August  1997.  Those  standards  and the Guide
require that we plan and perform the audit to obtain reasonable  assurance about
whether material noncompliance with the requirements referred to above occurred.
An audit includes examining,  on a test basis,  evidence about BOULEVARD COMMONS
LIMITED  PARTNERSHIP's  compliance with those requirements.  We believe that our
audit provides a reasonable basis for our opinion.

The  results  of  our  audit  procedures   disclosed   immaterial  instances  of
noncompliance  with the requirements  referred to above,  which are described in
the accompanying  Schedule of Findings and Questioned Costs. We considered those
instances  of  noncompliance  in forming  our  opinion on  compliance,  which is
expressed in the following paragraph.

In our opinion,  BOULEVARD COMMONS LIMITED PARTNERSHIP complied, in all material
respects with the requirements  described above that are applicable to its major
HUD assisted programs, for the year ended December 31, 1997.

This report is intended for the information of the audit committee,  management,
and the Department of Housing and Urban Development.  However,  this report is a
matter of public record and its distribution is not limited.


/s/Haran & Associates
HARAN & ASSOCIATES LTD
Certified Public Accountants
Wilmette, Illinois
Illinois Certificate No. 060-002892
Federal Certification No. 36-3097692
Audit Partner:  James E. Haran  (847)853-2580

January 23, 1998


<PAGE>



                      BOULEVARD COMMONS LIMITED PARTNERSHIP
                              PROJECT NO. 071-35592
                                DECEMBER 31, 1997




SCHEDULE OF FINDINGS AND QUESTIONED COSTS


FINDING 1

The project is behind on its December 1997 mortgage payment  by $92,072.




RECOMMENDATION

Payment of the balance of the December 1997 payment be made.































<PAGE>



                      BOULEVARD COMMONS LIMITED PARTNERSHIP
                              20 North Wacker Drive
                                   Suite 1625
                             Chicago, Illinois 60606








                             CORRECTIVE ACTION PLAN



                              BOULEVARD COMMONS LIMITED PARTNERSHIP
                              PROJECT NO. 071-35592



                              YEAR ENDED DECEMBER 31, 1997



                              SECTION I - Compliance With Specific Requirements
                                              Applicable to Major HUD Programs


A.       Comments on Findings and Recommendation

                  We concur with Finding No. 1.

B.       Action Planned

         We will make the December 1997 mortgage payment in 1998.




<PAGE>


                      BOULEVARD COMMONS LIMITED PARTNERSHIP
                              PROJECT NO. 071-35592

                               SUPPLEMENTARY DATA
                                INTERNAL CONTROL

To the Partners                                      HUD Field Office Director
BOULEVARD COMMONS LIMITED PARTNERSHIP       Chicago, Illinois
Chicago, Illinois

We  have  audited  the  financial   statements  of  BOULEVARD   COMMONS  LIMITED
PARTNERSHIP,  Project No.  071-35592,  as of and for the year ended December 31,
1997 and have issued our report  thereon  dated  January 23, 1998.  We have also
audited  BOULEVARD  COMMONS LIMITED  PARTNERSHIP's  compliance with requirements
applicable to the major HUD-assisted programs and have issued our report thereon
dated January 23, 1998.

We conducted our audits in accordance with generally accepted auditing standards
and Government  Auditing  Standards,  issued by the  Comptroller  General of the
United States and the  Consolidated  Audit Guide for Audits of HUD Programs (the
"Guide"), issued by he U.S. Department of Housing and Urban Development,  Office
of the Inspector  General in August 1997.  Those standards and the Guide require
that we plan and perform the audit to obtain reasonable  assurance about whether
BOULEVARD  COMMONS  LIMITED  PARTNERSHIP  complied  with  laws and  regulations,
noncompliance with which would be material to a major HUD-assisted programs.

The management of BOULEVARD  COMMONS  LIMITED  PARTNERSHIP  is  responsible  for
establishing and maintaining an internal control  structure.  In fulfilling this
responsibility, estimates and judgments by management are required to assess the
expected benefits and related costs of internal control  structure  policies and
procedures.  The  objectives  of an internal  control  structure  are to provide
management  with  reasonable,  but  not  absolute,  assurance  that  assets  are
safeguarded   against  loss  from  unauthorized  use  or  disposition  and  that
transactions  are executed in accordance  with  management's  authorization  and
recorded  properly  to  permit  the  preparation  of  financial   statements  in
accordance with generally accepted  accounting  principles and that HUD-assisted
programs are managed in compliance with applicable laws and regulations. Because
of  inherent   limitations   in  any   internal   control   structure,   errors,
irregularities or instances of noncompliance  may nevertheless  occur and not be
detected.  Also, projection of any evaluation of the structure to future periods
is subject to the risk that procedures may become inadequate  because of changes
in conditions or that the  effectiveness of the design and operation of policies
and procedures may deteriorate.

In planning  and  performing  our audits,  we obtained an  understanding  of the
design of relevant  internal  control  structure  policies  and  procedures  and
determined  whether they had been placed in operation,  and we assessed  control
risk in order to determine our auditing procedures for the purpose of expressing
our  opinions  on  the  financial   statements  of  BOULEVARD   COMMONS  LIMITED
PARTNERSHIP and on its compliance with specific  requirements  applicable to its
major  HUD-assisted  programs and to report on the internal control structure in
accordance  with the provisions of the Guide and not to provide any assurance on
the internal control structure.

We  performed  tests of  controls,  as  required by the Guide,  to evaluate  the
effectiveness  of the design and  operation  of the internal  control  structure
policies and procedures  that we considered  relevant to preventing or detecting
material  noncompliance  with  specific  requirements  applicable  to  BOULEVARD
COMMONS LIMITED PARTNERSHIP's major HUD-assisted  programs.  Our procedures were
less in scope than would be necessary  to render an opinion on internal  control
structure  policies  and  procedures.  Accordingly,  we do not  express  such an
opinion.


<PAGE>


                      BOULEVARD COMMONS LIMITED PARTNERSHIP
                              PROJECT NO. 071-35592

                               SUPPLEMENTARY DATA
                          INTERNAL CONTROL (Continued)


Our consideration of the internal control structure policies and procedures used
in administering major HUD-assisted  programs would not necessarily disclose all
matters  in the  internal  control  structure  that  might  constitute  material
weaknesses  under standards  established by the American  Institute of Certified
Public  Accountants.  A material  weakness is a condition in which the design or
operation of one or more of the internal  control  structure  elements  does not
reduce to a  relatively  low level  the risk  that  noncompliance  with laws and
regulations that would be material to a major HUD-assisted program may occur and
not be detected  within a timely  period by  employees  in the normal  course of
performing their assigned functions.  We noted no matters involving the internal
control structure and its operations that we consider to be material  weaknesses
as defined above.

This report is intended for the information of the audit committee,  management,
and the Department of Housing and Urban Development.  However,  this report is a
matter of public record and its distribution is not limited.



/s/Haran & Associates LTD
HARAN & ASSOCIATES LTD
Certified Public Accountants
Wilmette, Illinois
Illinois Certificate NO. 060-002892
Federal Certification No. 36-3097692
Audit Partner:  James E. Haran  (847)853-2580


January 23, 1998



<PAGE>



                      BOULEVARD COMMONS LIMITED PARTNERSHIP
                              PROJECT NO. 071-35592

                               SUPPLEMENTARY DATA
                            AFFIRMATIVE FAIR HOUSING




To the Partners                                      HUD Field Office Director
BOULEVARD COMMONS LIMITED PARTNERSHIP       Chicago, Illinois
Chicago, Illinois


We have audited the financial  statements of BOULEVARD  COMMONS LIMITED  
PARTNERSHIP,  Project No.  071-35592,  as of and for the year ended December 31,
1997 and have issued our report thereon dated January 23, 1998.

We have applied  procedures  to test  BOULEVARD  COMMONS  LIMITED  PARTNERSHIP's
compliance  with the  Affirmative  Fair Housing  requirements  applicable to its
HUD-assisted programs, for the year ended December 31, 1997.

Our procedures were limited to the applicable  compliance  requirement described
in the  Consolidated  Audit Guide for Audits of HUD programs  issued by the U.S.
Department  of Housing and Urban  Development,  Office of  Inspector  general in
August 1997. Our procedures were  substantially less in scope than an audit, the
objective of which would be the  expression  of an opinion on BOULEVARD  COMMONS
LIMITED PARTNERSHIP's compliance with the Affirmative Fair Housing requirements.
Accordingly, we do not express such an opinion.

The  results  of the test  disclosed  no  instances  of  noncompliance  that are
required to be reported herein under the Guide.

This report is intended for the information of the audit committee,  management,
and the Department of Housing and Urban Development.  However,  this report is a
matter of public record and its distribution is not limited.



/s/Haran & Associates LTD
HARAN & ASSOCIATES LTD
Certified Public Accountants
Illinois Certificate No. 060-002892
Federal Certification No. 36-3097692
Audit partner:  James E. Haran  (847)853-2580


January 23, 1998


<PAGE>


                      BOULEVARD COMMONS LIMITED PARTNERSHIP
                                            PROJECT NO. 071-35592




                                       CERTIFICATE OF GENERAL PARTNERS




                 We hereby certify that we have examined the accompanying

                 financial statements and supporting data for BOULEVARD

                 COMMONS LIMITED PARTNERSHIP and, to the best of our

                 knowledge and belief, the same is complete and accurate.



                             BOULEVARD COMMONS LIMITED PARTNERSHIP
                               FEDERAL EMPLOYER IDENTIFICATION NO. 36-3539155


                                By__________________________________________
                                          Robert C. King

                         Title            General Partner


                         Date             January 23, 1998




                         By__________________________________________


                         Title            General Partner


                         Date             January 23, 1998











<PAGE>



                                    BOULEVARD COMMONS LIMITED PARTNERSHIP
                                            PROJECT NO. 071-35592




                                       CERTIFICATE OF MANAGEMENT AGENT




                 I hereby certify that I have examined the accompanying

                 financial statements and supporting data for BOULEVARD

                 COMMONS LIMITED PARTNERSHIP and, to the best of my

                 knowledge and belief, the same is complete and accurate.



                                 PRAIRIE MANAGEMENT CORPORATION
                               FEDERAL EMPLOYER IDENTIFICATION NO. 36-3520022
                                              MANAGEMENT AGENT


                         By__________________________________________
                                          Robert C. King

                         Title               President


                         Date             January 23, 1998



<PAGE>














                                           BOULEVARD COMMONS LIMITED PARTNERSHIP

                                                   PROJECT NO. 071-35592

                                              REPORT ON FINANCIAL STATEMENTS

                                                YEAR ENDED DECEMBER 31, 1996

<PAGE>


                                          BOULEVARD COMMONS LIMITED PARTNERSHIP
                                                   PROJECT NO. 071-35592



                                                     TABLE OF CONTENTS


                                                                      PAGE


AUDITOR'S REPORT                                                       2


FINANCIAL STATEMENTS

     Balance Sheet                                                   3-4

     Statement of Profit and Loss (HUD-92410)                        5-6

     Statement of Changes in Partners' Equity                          7

     Statement of Cash Flows                                         8-9

     Notes to Financial Statements                                 10-14


SUPPORTING DATA                                                    15-19


AUDITOR'S COMMENTS ON COMPLIANCE
     Major HUD Program                                                20


AUDITOR'S COMMENTS ON INTERNAL CONTROL                             21-22


AUDITOR'S COMMENTS ON AFFIRMATIVE FAIR HOUSING                        23


CERTIFICATE OF GENERAL PARTNERS                                       24


CERTIFICATE OF MANAGEMENT AGENT                                       25







<PAGE>


                       INDEPENDENT AUDITOR'S REPORT

To the Partners                                      HUD Field Office Director
BOULEVARD COMMONS LIMITED PARTNERSHIP                Chicago, Illinois
Chicago, Illinois

We have audited the  accompanying  balance  sheet of BOULEVARD  COMMONS  LIMITED
PARTNERSHIP,  Project No.  071-35592,  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
and Government  Auditing  Standards,  issued by the  Comptroller  General of the
United  States.  These  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 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 BOULEVARD  COMMONS  LIMITED
PARTNERSHIP,  as of  December  31,  1996,  and its  profit or loss,  changes  in
partners' equity,  and its cash flows for the year then ended in conformity with
generally accepted accounting principles.

In accordance with Government Auditing  Standards,  we have also issued a report
dated  January  17,  1997 on our  consideration  of  BOULEVARD  COMMONS  LIMITED
PARTNERSHIP's  internal control  structure and reports dated January 17, 1997 on
its compliance with specific  requirements  applicable to Major HUD Programs and
specific requirements applicable to Affirmative Fair Housing.

The  accompanying  supplementary  information  (shown  on  pages  15 to  19)  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  statement  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
Federal Certification No. 36-3097692
Audit Partner:  James E. Haran  (847)853-2580

January 17, 1997


<PAGE>



                                           BOULEVARD COMMONS LIMITED PARTNERSHIP
                                                   PROJECT NO. 071-35592
                                                       BALANCE SHEET
                                                     DECEMBER 31, 1996

<TABLE>
<CAPTION>
                                                        A S S E T S
<S>                                                                                              <C>   
CURRENT ASSETS
   1120     Cash in bank                                                                         $       129,773
   1130    Tenant accounts receivable                                                                      8,467
   1135  Rent supplement receivable                                                                      129,732
   1142     Other accounts receivable                                                                        200
                                                                                                 ---------------
                     Total current assets                                                        $       268,172
                                                                                                 ---------------


DEPOSITS HELD IN TRUST - FUNDED
   1191    Tenant security deposits - held in trust                                              $        32,141
                                                                                                 ---------------


PREPAID EXPENSES
   1240    Property insurance                                                                    $        30,263
   1250    Mortgage insurance                                                                             26,519
                                                                                                 ---------------

                     Total prepaid expenses                                                      $        56,782
                                                                                                 ---------------



RESTRICTED DEPOSITS AND FUNDED RESERVES
   1310    Mortgage escrow deposits                                                              $       139,448
   1320    Cash replacement reserve                                                                      144,435
                                                                                                 ---------------

                     Total restricted deposits and funded reserves                               $       283,883
                                                                                                 ---------------


FIXED ASSETS
   1410    Land                                                                                  $       318,000
   1420    Buildings                                                                                  13,836,774
   1440    Building equipment - portable                                                                 619,636
   1470    Maintenance equipment                                                                           2,381
                                                                                                 ---------------
                     Total fixed assets                                                          $    14,776,791
              Less accumulated depreciation                                                            4,243,111

                     Net book value                                                              $    10,533,680


OTHER ASSETS
   1840    Deferred loan fees (net of amortization)                                              $       203,203
                                                                                                 ---------------


                     TOTAL ASSETS                                                                $    11,377,861

</TABLE>





                 The accompanying notes are an integral part of this statement.
<PAGE>


                                    BOULEVARD COMMONS LIMITED PARTNERSHIP
                                               PROJECT NO. 071-35592
                                             BALANCE SHEET (CONTINUED)
                                                 DECEMBER 31, 1996

<TABLE>
<CAPTION>

                                             LIABILITIES AND PARTNERS' EQUITY

<S>                                                                                              <C>   
CURRENT LIABILITIES
   2110     Accounts payable                                                                     $        23,041
   2116    Accrued property taxes                                                                        151,201
   2130    Accrued mortgage interest                                                                      72,408
   2140     Accrued management fee                                                                        13,672
   2320    Mortgage payable - current portion                                                             31,349
                                                                                                 ---------------

                     Total current liabilities                                                   $       291,671
                                                                                                 ---------------


DEPOSITS AND PREPAYMENT LIABILITIES
   2191    Tenant security deposits - held in trust (contra)                                     $        27,967
   2210    Prepaid rent                                                                                    3,296
                                                                                                 ---------------

                     Total deposits and prepayment liabilities                                   $        31,263
                                                                                                 ---------------



LONG-TERM LIABILITIES
   2320    Mortgage payable                                                                      $     9,790,399
   2330    Junior mortgage payable - City of Chicago                                                     693,500
                                                                                                 ---------------

                     Total                                                                       $    10,483,899

              Less current portion                                                                        31,349

                     Total long-term liabilities                                                 $    10,452,550



OTHER LIABILITIES
   2400    Accrued interest - junior mortgage - City of Chicago                                  $       195,914
                                                                                                 ---------------


                     Total liabilities                                                           $    10,971,398


PARTNERS' EQUITY
   3130    Partners' equity                                                                              406,463
                                                                                                 ---------------


                     TOTAL LIABILITIES AND PARTNERS' EQUITY                                      $    11,377,861



</TABLE>



                The accompanying notes are an integral part of this statement.


<PAGE>

<TABLE>
<CAPTION>
  Statement of Profit                     U. S. Department of Housing
     and Loss                                  and Urban Development
                                                Office Of Housing
                                                Federal Housing Commissioner     OMB Approval No. 2502-0052(Exp 1/31/95)            

Public Reporting Burden for this collection of information is estimated to 
average 1.0 hours per response, including the time for reviewing instructions,
searching existing data sources, gathering and maintaining the data needed, and 
completing and reviewing the collection of information. Send comments regarding 
this burden estimate or any other  aspect of this collection of information, 
including suggestions for reducing this burden, to the Reports Management 
Officer, Office of Information, Policies and Systems, U.S. Department of Housing
and Urban Development, Washington, D.C. 20410-3600 and to the Office of 
Management and Budget, Paperwork Reduction Project (2502-0052), Washington, D.C.
20503. Do not send this completed form to either of these addresses.

      For Month/Period                            Project No. 071-35592             Project Name       BOULEVARD COMMONS LIMITED
      Beginning   1/01/96    Ending   12/31/96                                             PARTNERSHIP

       Part I                   Description of Account                                            Acct No.             Amount*
         <S>                                                                     <C>           <C>                  <C>            
         Rental Income - 5100
          Apartments or Member Carrying Charges(Coops)                           5120          $   295,844
          Tenant Assistance Payments                                             5121          $ 1,738,804
          Furniture and Equipment                                                5130          $
          Stores and Commercial                                                  5140          $
          Garage and Parking Spaces                                              5170          $
          Flexible Subsidy Income                                                5180          $
          Miscellaneous  RENTAL ASSISTANCE - PRIOR YEAR                          5190          $
          Total Rent Revenue Potential at 100% Occupancy                                                            $  2,034,648
         Vacancies - 5200
          Apartments                                                             5220           (   87,564        )
          Furniture and Equipment                                                5230           (                 )
          Stores and Commercial                                                  5240           (                 )
          Garage and Parking Spaces                                              5270           (                 )
          Miscellaneous (specify)                                                5290           (                 )
          Total Vacancies                                                                                            (    87,564   )
          Net Rental Revenue Rent Revenue Less Vacancies                                                               1,947,084
         Elderly and Congregate Services Income - 5300
          Total Service Income (Schedule Attached)                               5300                               $      -0-
         Financial Revenue - 5400
          Interest Income - Project Operations                                   5410          $     5,334
          Income from Investments-Residual Receipts                              5430          $
          Income from Investments-Reserve for Replacement                        5440          $     2,709
          Income from Investments-Miscellaneous                                  5490          $
          Total Financial Revenue                                                                                   $      8,043
         Other Revenue - 5900
          Laundry and Vending                                                    5910          $        81
          NSF and Late Charges                                                   5920          $     5,302
          Damages and Cleaning Fees                                              5930          $     1,537
          Forfeited Tenant Security Deposits                                     5940          $       180
          Other Revenue (specify)                                                5990          $
          Total Other Revenue                                                                                       $      7,100
          Total Revenue                                                                                             $  1,962,227
         Administrative Expenses - 6200-6300
          Advertising                                                            6210          $
          Other Administrative Expenses                                          6250          $    15,743
          Office Salaries                                                        6310          $    19,804
          Office Supplies                                                        6311          $     4,721
          Office or Model Apartment Rent                                         6312          $
          Management                                                             6320          $   117,175
          Manager or Superintendent Salaries                                     6330          $    27,806
          Manager or Superintendent Rent Free Unit                               6331          $
          Legal Expenses (Project)                                               6340          $    21,331
          Auditing Expenses (Project)                                            6350          $     8,000
          Bookkeeping Fees/Accounting Services                                   6351          $    12,720
          Telephone and Answering Service                                        6360          $     6,565
          Bad Debts                                                              6370          $    12,567
          Miscellaneous Administrative Expenses (specify)                        6390          $
          Total Administrative Expenses                                                                             $    246,432
         Utility Expense - 6400
          Fuel Oil/Coal                                                          6420          $
          Electricity                                                            6450          $    16,519
          Water                                                                  6451          $    41,072
          Gas                                                                    6452          $    52,278
          Sewer                                                                  6453          $
          Total Utilities Expense                                                                                   $    109,869
</TABLE>
         
    The accompanying notes are an integral part of this statement.      

    *All amounts must be rounded to the nearest dollar; $.50 and  
     over, round up - $.49 and below, round down.                              
                                                     Form HUD-92410 (7/91)
                                                      ref Handbook 4270.2
<TABLE>
<CAPTION> 
         <S>                                                                     <C>           <C>                  <C> 

         Operating and Maintenance Expenses - 6500
          Janitor and Cleaning Payroll                                           6510          $    91,482
          Janitor and Cleaning Supplies                                          6515          $     7,069
          Janitor and Cleaning Contract                                          6517          $
          Exterminating Payroll/Contract                                         6519          $     6,844
          Exterminating Supplies                                                 6520          $
          Garbage and Trash Removal                                              6525          $    20,191
          Security Payroll/Contract                                              6530          $     9,980
          Grounds Payroll                                                        6535          $
          Grounds Supplies                                                       6536          $
          Grounds Contract                                                       6537          $
          Repairs Payroll                                                        6540          $    66,842
          Repairs Material                                                       6541          $    28,389
          Repairs Contract                                                       6542          $    17,506
          Elevator Maintenance/Contract                                          6545          $
          Heating/Cooling Repairs and Maintenance                                6546          $       152
          Swimming Pool Maintenance/Contract                                     6547          $
          Snow Removal                                                           6548          $
          Decorating Payroll/Contract                                            6560          $    15,099
          Decorating Supplies                                                    6561          $
          Other                                                                  6570          $
          Miscellaneous Operating & Maintenance Expenses                         6590          $
          Total Operating & Maintenance Expenses                                                                    $    263,554
          axes and Insurance - 6700
          Real Estate Taxes                                                      6710          $   139,220
          Payroll Taxes (FICA)                                                   6711          $    21,587
          Miscellaneous Taxes, Licenses and Permits                              6719          $
          Property and Liability Insurance(Hazard)                               6720          $    60,396
          Fidelity Bond Insurance                                                6721          $       880
          Workmen's Compensation                                                 6722          $     3,686
          Health Insurance and Other Employee Benefits                           6723          $     2,800
          Other Insurance (specify)                                              6729          $
          Total Taxes and Insurance                                                                                 $    228,569
          inancial Expenses - 6800
         Interest on Bonds Payable                                               6810          $
          Interest on Mortgage Payable                                           6820          $   870,084
          Interest on Notes Payable (Long-Term)                                  6830          $    20,805
          Interest on Notes Payable (Short-Term)                                 6840          $
          Mortgage Insurance Premium/Service Charge                              6850          $    49,074
          Miscellaneous Financial Expenses          AMORTIZATION                 6890          $     7,126
          Total Financial Expenses                                                                                  $    947,089
         Elderly and Congregate Service Expenses - 6900
          Total Service Expenses-Schedule Attached                               6900                               $      -0-
          Total Cost of Operations Before Depreciation                                                              $  1,795,513
          Profit (Loss) Before Depreciation                                                                         $    166,714
          Depreciation (Total) - 6600 (specify)                                  6600                               $    535,187
          Operating Profit or (Loss)                                                                                $ (  368,473   )
         Corporate or Mortgagor Entity Expenses - 7100
          Officer Salaries                                                       7110          $
          Legal Expenses (Entity)                                                7120          $
          Taxes (Federal-State-Entity)                                           7130-32       $
          Other Expenses (Entity)  See Page 7                                    7190          $
          Total Corporate Expenses                                                                                  $
          Net Profit or (Loss)                                                                                      $ (  368,473   )
         
</TABLE>
                   Warning:    HUD will prosecute false claims and statements. 
                               Conviction may result in criminal and/or Civil
                   penalties. (U.S.C. 1001, 1010, 1012; 31 U.S.C. 3729,3802)

         Miscellaneous or other income and expenses Sub-account Groups.  If
         miscellaneous or other income and/or expense sub-accounts
         (5190,5290,5490,5990,6390,6590,6729,6890  and 7190) exceed the Account
         Groupings  by 10% or more,  attach a separate schedule describing  or
         explaining the miscellaneous income or expense.

     Part II
     1.  Total principal payments required under the mortgage,  even if payments
         under a Workout  Agreement are less or more than those  required  under
         the mortgage. $ 28,696
     2.  Replacement  Reserve deposits  required by the Regulatory  Agreement or
         Amendments  thereto,  even if payments may be temporarily  suspended or
         waived. $ 50,075
     3.  Replacement or Painting  Reserve releases which are included as expense
         items on this Profit and Loss statement. $ NONE
     4.  Project Improvement Reserve Releases under the Flexible Subsidy Program
         that are included as expense items on this Profit and Loss Statement. $
         NONE

     The accompanying notes are an integral part of this statement.           

                                                            ref Handbook 4370.2


<PAGE>


                      BOULEVARD COMMONS LIMITED PARTNERSHIP
                              PROJECT NO. 071-35592
                     STATEMENT OF CHANGES IN PARTNERS' EQUITY
                        FOR THE YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>

                                                                             (Loss)
                              Equity                                         for the        Equity
                   Profit    (Deficit)                                     Year Ended      (Deficit)
                  and Loss   January 1,                                    December 31,    December 31,
                 Percentage      1996     Distributions   Contributions        1996          1996
                 ----------  ----------   -------------   -------------    ------------    ------------

<S>              <C>         <C>          <C>             <C>              <C>             <C>
GENERAL
  PARTNERS         1.00      $ ( 36,540)  $     -         $     -          $ (  3,685)     $ ( 40,225)


INVESTOR
  LIMITED
    PARTNER       99.00         811,376         -               -            (364,788)        446,588


SPECIAL
  LIMITED
    PARTNE         -                100         -               -                -                100
                 ------      ----------   ----------      -----------      ----------      ----------



    TOTALS       100.00      $  774,936   $     -         $     -          $ (368,473)     $  406,463
                -------      ----------   ----------      -----------      -----------     ----------


</TABLE>




          The accompanying notes are an integral part of this statement.


<PAGE>


                                          BOULEVARD COMMONS LIMITED PARTNERSHIP
                                                   PROJECT NO. 071-35592
                                                  STATEMENT OF CASH FLOWS
                                           FOR THE YEAR ENDED DECEMBER 31, 1996


<TABLE>
<CAPTION>
<S>                                                                                             <C> 
CASH FLOWS FROM OPERATING ACTIVITIES
   Cash receipts from:
      Rental                                                                                    $ 1,950,410
      Interest                                                                                        8,043
      Other                                                                                           7,100

                     Total cash receipts                                                        $ 1,965,553
                                                                                                -----------

   Cash payments for:
      Administrative                                                                            $    69,080
      Management fees                                                                               118,693
      Utilities                                                                                     109,869
      Salaries and wages                                                                            205,935
      Operating and maintenance                                                                      98,232
      Real estate taxes                                                                             147,301
      Payroll taxes                                                                                  21,587
      Property insurance                                                                             60,679
      Miscellaneous taxes and insurance                                                               7,366
      Interest on mortgage note                                                                     870,296
      Mortgage insurance                                                                             48,958
      Tenant security and other deposits                                                                234
                                                                                                -----------
                     Total cash payments                                                        $ 1,758,230
                                                                                                -----------

                     Net cash provided by operating activities                                  $   207,323
                                                                                                -----------

CASH FLOWS FROM INVESTING ACTIVITIES
   Purchase of depreciable assets                                                               $  ( 34,747)
   Decrease (increase) in:
      Reserve for replacement of depreciable assets                                                ( 52,784)
      Reserve for taxes and insurance                                                              ( 24,936)
                                                                                                -----------

                     Net cash used in investing activities                                      $  (112,467)
                                                                                                -----------

CASH FLOWS FROM FINANCING ACTIVITIES
   Mortgage principal payments                                                                  $  ( 28,696)
   Distributions                                                                                   ( 65,750)
                                                                                                -----------

                     Net cash used in financing activities                                      $  ( 94,446)
                                                                                                -----------

NET (INCREASE) IN CASH                                                                          $       410

CASH - BEGINNING OF YEAR                                                                            129,363
                                                                                                -----------

CASH - END OF YEAR                                                                              $   129,773
                                                                                                ===========


</TABLE>


              The accompanying notes are an integral part of this statement.

<PAGE>


                      BOULEVARD COMMONS LIMITED PARTNERSHIP
                             PROJECT NO. 071-35592
                        STATEMENT OF CASH FLOWS (CONTINUED)
                        FOR THE YEAR ENDED DECEMBER 31, 1996


<TABLE>
<CAPTION>
<S>                                                                                              <C>   
RECONCILIATION OF NET INCOME (LOSS) TO
NET CASH PROVIDED BY OPERATING ACTIVITIES
   Net (loss)                                                                                    $  (368,473)
   Adjustments to reconcile net income (loss) to net
      cash provided by (used in) operating activities:
         Depreciation                                                                                535,187
         Amortization                                                                                  7,126
         Decrease (increase) in:
            Tenant accounts receivable                                                                10,912
            Rent supplement receivable                                                                 3,419
            Tenant security deposits - held in trust                                                    (861)
            Prepaid property insurance                                                                  (283)
            Prepaid mortgage insurance                                                                   117
         Increase (decrease) in:
            Accounts payable                                                                           6,996
            Accrued mortgage interest                                                                   (212)
            Accrued property taxes                                                                    (8,081)
            Tenant security deposits - held in trust (contra)                                            627                      
            Accrued management fee                                                                    (1,518)
            Prepaid rent                                                                               1,562
            Accrued interest - junior mortgage - City of Chicago                                      20,805
                                                                                                 -----------

                     Net cash provided by operating activities                                   $   207,323
                                                                                                 ===========



SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid during the year for:
      Interest                                                                                   $   807,296
                                                                                                 ===========

NONCASH INVESTING AND FINANCING TRANSACTIONS
   A bank  maintains an escrow  account on behalf of the Project for the payment
   of development fees and amounts due to a general partner. The transactions in
   the accounts for the year were as follows:

            Developer escrow deposit                                                             $  (587,518)
            Developer fee payable                                                                    480,000
            Accounts Payable - general partner                                                       107,518
                                                                                                 -----------
                     Total                                                                       $         0
                                                                                                 ===========

DISCLOSURE OF ACCOUNTING POLICY
   For purposes of the statement of cash flows,  the  Partnership  considers all
   highly liquid debt  instruments  purchased with a maturity of three months or
   less to be cash equivalents.


</TABLE>

         The accompanying notes are an integral part of this statement.

<PAGE>



                                         BOULEVARD COMMONS LIMITED PARTNERSHIP
                                                 PROJECT NO. 071-35592
                                             NOTES TO FINANCIAL STATEMENTS
                                                   DECEMBER 31, 1996


ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Partnership was organized as a limited  partnership formed June 15, 1987 and
amended  July 13, 1988.  Its purpose is to acquire an interest in six  buildings
located  in  Chicago,   Illinois,  and  to  renovate  and  operate  thereon  two
hundred-twelve  units of low  income  housing  under  Section  221(d)(4)  of the
National  Housing Act. Such projects are regulated by HUD as to rent charges and
operating methods.  The regulatory  agreement limits annual distributions of net
operating receipts to "surplus cash" available at the end of each year.

The  following  significant  accounting  policies  have  been  followed  in  the
preparation of the financial statements:

   Depreciation will be provided by using the modified accelerated cost recovery
   method (MACRS) over the statutory useful lives of the assets.

   Deferred loan costs consist of fees for obtaining the HUD Insured Mortgage
   Loan and are being amortized on the straight-line method over the life of 
   the original mortgage loan.

   No income tax provision has been included in the financial statements since
   income or loss of the Partnership is required to be reported by the
   respective partners on their income tax returns.

   Management  uses  estimates  and  assumptions  in preparing  these  financial
   statements in accordance with generally accepted accounting principles. Those
   estimates  and  assumptions   affect  the  reported  amounts  of  assets  and
   liabilities,  the  disclosure of contingent  assets and  liabilities  and the
   reported revenues and expenses.  Actual results could vary from the estimates
   that were used.

   The Partnership maintains cash balances at a bank where accounts are insured 
   by the F.D.I.C. for up to $100,000. Balances in excess of insured limits 
   totaled approximately $61,680 at December 31, 1996.

DEVELOPMENT AGREEMENT/ESCROW DEPOSITS

The Partnership has entered into a Development Agreement with Prairie Parc Corp.
(Developer) an affiliate of the General Partners.

For  its  services  in  connection  with  development  of the  Project  and  the
supervision of the  construction and  rehabilitation  of the  improvements,  the
developer  shall be  entitled  to receive  the  aggregate  amount of  $2,448,865
payable as follows:

<TABLE>
<CAPTION>
   <S>                                                               <C>                  <C>  

                                                                                          To Be Deposited         
   Completion date                                                           Total           in Escrow
                                                                     -----------------    ------------------
      5417  West Washington Boulevard                                $         534,546    $          377,932
      5500  West Washington Boulevard                                          342,893               240,684
      5521  West Washington Boulevard                                          685,786               481,368
      5716  West Washington Boulevard                                          220,360               154,654
      5912  West Washington Boulevard                                          220,360               154,654
      3635  West Cermak Road                                                   440,920               309,508
                                                                     -----------------    ------------------
             Total                                                   $       2,448,865    $        1,718,800
                                                                     =================    ==================
      Payments received or deposited through
         1994                                                        $       2,448,865    $        1,718,800
                                                                     =================    ==================

</TABLE>

<PAGE>



                                         BOULEVARD COMMONS LIMITED PARTNERSHIP
                                                 PROJECT NO. 071-35592
                                             NOTES TO FINANCIAL STATEMENTS
                                                   DECEMBER 31, 1996


DEVELOPMENT AGREEMENT/ESCROW DEPOSITS (cont'd)

Of the  $2,448,865  received by the  developer,  $1,718,800 was deposited by the
developer into escrow.

The  scheduled  source  and  (use) of funds to be  deposited  into  escrow  with
American National Bank is as follows:

   Deposit required be developer                                 $    1,718,800

   Payment to developer at the later of final closing or
      determination of the annual low income housing credit            (659,400)

   Payment to developer at the later of break-even date or 95%
       occupancy date                                                  (259,400)

   Operating reserve                                                   (800,000)

Final closing and the  determination  of the low income housing credit have both
been achieved, thus $659,400 was disbursed to the developer during 1990.

The break-even date and 95% occupancy were achieved, thus $259,400 was disbursed
to the developer during 1991.

The operating reserve, if not required to fund a net deficit, will be maintained
on the following schedule:

                                                      Required
         Year end                                      Reserve
   -----------------                                   -------
   December 31, 1990                                   $800,000
   December 31, 1991                                    640,000
   December 31, 1992                                    480,000
   December 31, 1993                                    320,000
   December 31, 1994                                    160,000
   December 31, 1995                                       -

During 1994 $160,000 was disbursed to the developer from the operating  reserve.
Consequently,  $4,808,000  of additional  reserve  releases are available to the
developer  as of December 31, 1995.  During 1996  $480,000 was  disbursed to the
developer form the operating reserve.

All interest after escrow fees are to be given to the developer.

MORTGAGE NOTES PAYABLE

The 8.875% mortgage note payable is insured by HUD and is payable in monthly  
installments OF $74,916  (including  interest)  through May, 2035. The apartment
complex is pledged as collateral for the note.

Under  agreements  with the mortgage lender and HUD, the Partnership is required
to make monthly escrow deposits for taxes, insurance, and replacement of project
assets, and is subject to restrictions as to operating policies,  rental charges
and operating expenditures.

At December 31, 1996, the following amounts were held in escrow:

                     Property tax escrow                        $ 82,949
                     Property insurance escrow                    31,779
                     Mortgage insurance escrow                    24,720
                     Cash replacement reserve                    144,435
                                                                --------

                             Total                              $283,883
                                                                ========



                                      BOULEVARD COMMONS LIMITED PARTNERSHIP
                                                  PROJECT NO. 071-35592
                                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                                    DECEMBER 31, 1996


MORTGAGE NOTES PAYABLE (Cont'd)

The annual principal reduction for each of the next five years is as follows:

                     1997                          $ 31,349
                     1998                            34,248
                     1999                            37,414
                     2000                            40,873
                     2001                            44,651

The  liability  of the  Partnership  under the  mortgage  note is limited to the
under-lying value of the real estate collateral.

The junior mortgage payable to the City of Chicago bears interest at 3% per 
annum and matures at the later of July 1, 2030 or retirement of the FHA insured 
mortgage. Interest and principal are due in a lump sum upon maturity.

MANAGEMENT AND RENTAL

The Partnership has entered into a management  agreement with Prairie Management
Corporation  for the year ending  December 31, 1996. The management fee is equal
to 5.5% of gross  monthly  collections,  plus an  additional  $3.60 per unit for
location in a high crime  area,  a high  concentration  of large units and units
that are considered scattered site.

A contract  with the  Department  of Housing and Urban  Development  for Housing
Assistance Payments is currently in effect. Under terms of the contracts, a rent
subsidy is to be paid under  Section 8 of the National  Housing Act.  Also under
the terms of the contracts, the annual rent charged to the tenants is limited to
30% of annual income.

SUPERVISORY MANAGEMENT FEE

Prairie Parc Corp.,  an affiliate of the General  Partners,  is the  Supervisory
Management  Agent.  It  shall  be  entitled  to  a  non-cumulative   Supervisory
Management Fee equal to the lessor of 4% of the gross revenue or 75% of any cash
flow after the priority  distribution of $21,200 is paid to the Investor Limited
Partner.  Both the Supervisory  Management Fee and the priority distribution are
payable only out of surplus cash as defined by the Regulatory  Agreement.  In no
event shall the  management  fee and  supervisory  management  fee exceed 11% of
gross revenues of the project in any fiscal year.

PARTNERSHIP REPORTING FEE

The Investor Limited Partner shall receive an annual $5,000 fee to reimburse it
for its cost of providing reports.  The fee is payable only out of surplus cash,
capital contributions or project expense loans.

PRIORITY DISTRIBUTION

The priority distribution was amended effective with the refinancing under which
the Investor Limited Partner is to receive 99% of the surplus cash until it has
received an annual amount equal to $21,200.


<PAGE>


                      BOULEVARD COMMONS LIMITED PARTNERSHIP
                            PROJECT NO. 071-35592
                     NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                              DECEMBER 31, 1997


CASH FLOW (DEFICIT)

The  following  is a summary of cash flow at December 31, 1996 as defined by the
Limited Partnership Agreement:

<TABLE>
<CAPTION>
         <S>                                                                            <C>        
         Net (loss)                                                                     $ (368,473)
                                                                                        ----------

         Additions:
            Depreciation                                                                $  535,187
            Amortization                                                                     7,126
            Interest in prepaid mortgage insurance                                             117
            Increase in accounts payable                                                     6,996
            Increase in accrued property tax                                                10,299
            Increase in tenant security
                     deposits-held in trust (contra)                                           627
            Increase in prepaid rents                                                        1,562
            Increase in accrued interest payable                                            20,593
                                                                                        ----------

                          Total additions                                               $  572,208
                                                                                        ----------

         Subtractions:
            Decrease in prepaid insurance                                                (     283)
            Decrease in tenant security
                     deposits - held in trust                                            (     861)
            Decrease in accrued management fee                                           (   8,081)
            Mortgage principal payments                                                  (  28,696)
            Payments or depreciable assets                                               (  34,747)
            Payments to reserve accounts (net)                                           (  77,720)
                                                                                        ----------

                          Total subtractions                                            $( 151,906)
                                                                                        ----------

   Project cash flow                                                                    $   51,829
                                                                                        ==========

</TABLE>


<PAGE>



                                          BOULEVARD COMMONS LIMITED PARTNERSHIP
                                                  PROJECT NO. 071-35592
                                             SUPPORTING DATA REQUIRED BY HUD
                                          FOR THE YEAR ENDED DECEMBER 31, 1996


<TABLE>
<CAPTION>
<S>                                                                              <C>             <C>    
DELINQUENT TENANT ACCOUNTS RECEIVABLE                                            Number of           Amount
                                                                                  Tenants           Past Due
   Delinquent 30 days or less                                                        25          $     2,859
   Delinquent 31-60 days                                                             25                2,682
   Delinquent 61-90 days                                                             10                  662
   Delinquent over 90 days                                                           24                2,264
                                                                                     --          -----------

                     Total                                                           84          $     8,467
                                                                                    ---          -----------


MORTGAGE ESCROW DEPOSITS
   Estimated amount required as of December 31, 1996 for future payment of:
      Property tax   $                                                                                49,100
      Property insurance                                                                              34,806
      Mortgage insurance                                                                              22,438
                                                                                                 -----------
                     Total                                                                       $   106,344

      Total confirmed by mortgagee                                                                   139,448
                                                                                                 -----------
   Amount on deposit in excess of estimated requirements                                         $    33,104
                                                                                                 -----------

TENANT SECURITY DEPOSITS
   Tenant security deposits are held in a separate bank account in the name of
   the Project.


CASH REPLACEMENT RESERVE
   In accordance  with the provisions of the regulatory agreement,  restricted
   cash is to be held by Heitman  Financial  Services,  Inc.  to be used  for
   replacement of property with the approval of HUD:
      Balance, January 1, 1996                                                                   $    91,651
      Deposits                                                                                        50,075
      Interest                                                                                         2,709
      Withdrawals                                                                                       -
                                                                                                 -----------
      Balance, December 31, 1996, confirmed by mortgagee                                         $   144,435
                                                                                                 ===========


ACCOUNTS PAYABLE
   Due within 30 days                                                                            $    23,041
   Due within 31-60 days                                                                                -
   Due in more than 60 days                                                                             -
                                                                                                 -----------

                     Total                                                                       $    23,041
                                                                                                 ===========

</TABLE>






                 The accompanying notes are an integral part of this statement.

<PAGE>



                      BOULEVARD COMMONS LIMITED PARTNERSHIP
                               PROJECT NO. 071-35592
                    SUPPORTING DATA REQUIRED BY HUD (CONTINUED)
                       FOR THE YEAR ENDED DECEMBER 31, 1996


<TABLE>
<CAPTION>
ACCRUED TAXES
   <S>                                      <C>                          <C>            <C>    <C>                                
                                                                         Period         Date      Amount
   Description of Tax                       Basis for Accrual            Covered         Due     Accrued
      Property tax                            Prior year tax              1996          1997   $   151,201
         Cook County Collector
            Parcel No. 16-08-415-016-0000
            Parcel No. 16-09-318-001-0000
            Parcel No. 16-09-314-032-0000
            Parcel No. 16-08-413-016-0000
            Parcel No. 16-09-320-001-0000
            Parcel No. 16-26-106-005-0000

</TABLE>

COMPENSATION OF PARTNERS
   During the calendar  year 1996,  the partners of  Boulevard  Commons  Limited
   Partnership did not receive any compensation from rental activities.


SCHEDULE OF UNAUTHORIZED DISTRIBUTIONS
   None


DISTRIBUTIONS PAID TO PARTNERS
   Distributions to partners                                 $        None

ACCOUNTS AND NOTES RECEIVABLE - OTHER
   None


ACCOUNTS AND NOTES PAYABLE - OTHER
   None


IDENTITY OF INTEREST COMPANIES
 Company Name                     Type of Service            Amount Received
 ------------                     ---------------            ---------------
 Prairie Management Corporation   Management                 $   117,175
                                                                               
 Prairie Management Corporation   Bookkeeping                $    12,720

     The General  Partners of  BOULEVARD  COMMONS  LIMITED  PARTNERSHIP  have no
     identity of interest  with any  suppliers of the Project with the exception
     that the  Partnership  entered  into a  management  agreement  with Prairie
     Management  Corporation,  an affiliate of a general partner, for management
     of the Project.

CHANGES IN OWNERSHIP INTEREST
   None





                  The accompanying notes are an integral part of this statement.


<PAGE>




                             U.S DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT
                                  HOUSING-FEDERAL HOUSING COMMISSIONER
                         OFFICE OF MULTIFAMILY HOUSING MANAGEMENT AND OCCUPANCY
                              COMPUTATION OF SURPLUS CASH, DISTRIBUTIONS AND
                                            RESIDUAL RECEIPTS
<TABLE>
<CAPTION>

  PROJECT NAME: BOULEVARD COMMONS        FISCAL PERIOD ENDED:      PROJECT NUMBER:  071-35592
        LIMITED PARTNERSHIP                  12/ 31 / 96
                                PART A - COMPUTE SURPLUS CASH
  <S>    <C>                                                                              <C>            <C>       
         1. Cash (accounts 1110, 1120, 1191, 1192)                                        $  161,914
  C      2. Tenant subsidy vouchers due for period 
  A         by financial statement                                                        $  129,732
  S      3.   Other (describe)
  H                                                                                       $

          (a) Total Cash (Add Line 1,2 and 3)                                                            $  291,646
 
  C      4. Accrued mortgage interest payable                                             $   72,408
  U
  R      5. Delinquent mortgage principal payments                                        $
  R
  E      6. Delinquent deposits to reserve for replacements                               $
  N
  T      7. Accounts payable (due within 30 days)                                         $   23,041
         8. Loans and notes payable--
  O        (due within 30 days)                                                           $
  B
  L      9. Deficient Tax Insurance or MIP Escrow Deposits                                $
  I
  G     10. Accrued expenses(not escrowed)                                                $   13,672
  A
  T     11. Prepaid Rents (Account 2210)                                                  $    3,296
  I
  O     12. Tenant security deposits liability (Account 2191)                             $   27,967
  N
  S     13. Other (Describe)                                                              $

            (b) Less Total Current Obligations(Add Lines 4 through 13)                                   $  140,384
            (c) Surplus Cash (Deficiency)(Line (a) minus Line (b))                                       $  151,262
     PART B - COMPUTE DISTRIBUTIONS TO OWNERS AND REQUIRED DEPOSIT TO RESIDUAL RECEIPTS
  1. Surplus Cash                                                                                        $  151,262
       2a. Annual Distribution Earned During Fiscal Period 
           Covered by the Statement                                                       $
       2b. Distribution Accrued and Unpaid as of the
           End of the Prior Period                                                        $
       2c. Distributions paid During Fiscal Period Covered by Statement                   $
       3.  Amount to be Carried on Balance Sheet as Distribution
           Earned but Unpaid (Line 2a plus 2b minus 2c)                                   $
  4. Amount Available for Distribution During Next Fiscal Period
                                                                                                         $  151,262
  5. Deposit Due Residual Receipts
      (Must be deposited with Mortgagee within 60 days after Fiscal Period ends)          $
            PREPARED BY                                            REVIEWED BY
  LOAN TECHNICIAN                                           LOAN OFFICER

  DATE                                                      DATE


</TABLE>

  The accompanying notes are an integral part of this statement  HUD-93486 12-80


<PAGE>




                      BOULEVARD COMMONS LIMITED PARTNERSHIP
                              PROJECT NO. 071-35592
                   SUPPORTING DATA REQUIRED BY HUD (CONTINUED)
                      FOR THE YEAR ENDED DECEMBER 31, 1996


<TABLE>
<CAPTION>

CHANGES IN FIXED ASSETS

                                           A s s e t s
                                                                                          Accumulated Depreciation
 Net
             Balance,                             Balance,      Balance,                            Balance,       Book Value
            January 1,                           December 31,  January 1,   Current                December 31,    December 31,
               1996      Additions   Deductions     1996          1996     Provisions  Deductions     1996            1997 
            -----------  ----------  ----------- ------------  ----------  ----------  ----------  ------------    ------------
<S>         <C>          <C>         <C>         <C>           <C>         <C>         <C>         <C>             <C>            
Land        $   318,000  $     -     $     -     $   318,000   $      -    $     -     $     -     $      -        $    318,000


Buildings    13,805,309   + 31,465         -      13,836,774    3,135,340    503,269         -       3,638,609       10,198,165


Building
equipment-
portable        616,354   @  3,282         -         619,636      570,203     31,918                   602,121           17,515


Maintenance 
equipment         2,381         -          -           2,381        2,381         -          -           2,381              -
            -----------  ----------  ----------  -----------   ----------  ----------  ----------  ------------    ------------



TOTALS      $14,742,044  $  34,747   $     -     $14,776,791   $3,707,924  $ 535,187   $     -     $ 4,243,111     $ 10,533,680
            ===========  ==========  =======     ===========   =========== ==========  =======     -----------     ============

</TABLE>






           + New Doors & Iron Fence
           @ Computer and Printer




              The accompanying  notes are an integral part of this statement.

<PAGE>


                      BOULEVARD COMMONS LIMITED PARTNERSHIP
                              PROJECT NO. 071-35592

                         SUPPORTING DATA REQUIRED BY HUD
                      FOR THE YEAR ENDED DECEMBER 31, 1996


<TABLE>
<CAPTION>

SCHEDULE OF FUNDS IN FINANCIAL INSTITUTIONS
AS OF DECEMBER 31, 1996:
<S>      <C>                                                                           <C>  
A.       Funds Held by Mortgagor, Regular Operating Account:

          1.    American National Bank (Checking) *                                    $              28,995
          2.    American National Bank (Savings, 2.58%) *                                                544
          3.    American National Bank (Safekeeping)                                                 100,000
                                                                                       ---------------------

                      Operating Account                                                $             129,539

B.       Funds held by Mortgagor in Trust, Tenant Security Deposit:

          1.    American National Bank (Savings, 2.58%)                                               32,141
                                                                                       ---------------------

                      Total Funds Held by Mortgagor                                    $             161,680
                                                                                       ---------------------

C.       Fund Held by Mortgagee:

          1.    Mortgage escrow +                                                      $             139,448
          2.    Replacement Reserve +                                                                144,435
                                                                                       ---------------------

                      Total Funds Held by Mortgagee                                    $             283,883
                                                                                        --------------------

TOTAL FUNDS IN FINANCIAL INSTITUTIONS                                                  $             445,563
                                                                                       =====================
</TABLE>

* Balances  confirmed by American  National  Bank and Trust Company of Chicago +
Balances confirmed by Heitman Financial Services, Inc.






            The accompanying notes are an integral part of this statement.


<PAGE>


                      BOULEVARD COMMONS LIMITED PARTNERSHIP
                              PROJECT NO. 071-35592

                               SUPPLEMENTARY DATA
                      COMPLIANCE WITH SPECIFIC REQUIREMENTS
                        APPLICABLE TO MAJOR HUD PROGRAMS


To the Partners                                      HUD Field Office Director
BOULEVARD COMMONS LIMITED PARTNERSHIP                Chicago, Illinois
Chicago, Illinois

We have audited the financial statements of BOULEVARD COMMONS LIMITED 
PARTNERSHIP, Project No. 071-35592, as of and for the year ended December 31, 
1996 and have issued our report thereon dated January 17, 1997.

We have also audited BOULEVARD COMMONS LIMITED PARTNERSHIP's compliance with the
specific program requirements  governing federal financial  reporting,  mortgage
status, replacement reserve, security deposits, cash receipts and disbursements,
distributions to owners, tenant applications,  eligibility, and recertification,
and management functions that are applicable to its major HUD-assisted  programs
for the year ended  December  31, 1996.  The  management  of  BOULEVARD  COMMONS
LIMITED PARTNERSHIP is responsible for compliance with those  requirements.  Our
responsibility  is to express an opinion on compliance  with those  requirements
based on our audit.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards,  Government Auditing Standards,  issued by the Comptroller General of
the United States,  and the Consolidated  Audit Guide for Audits of HUD Programs
(the "Guide")  issued by the U.S.  Department of Housing and Urban  Development,
Office of Inspector  General in July 1993. Those standards and the Guide require
that we plan and perform the audit to obtain reasonable  assurance about whether
material  noncompliance  with the  requirements  referred to above occurred.  An
audit includes  examining,  on a test basis,  evidence about  BOULEVARD  COMMONS
LIMITED  PARTNERSHIP's  compliance with those requirements.  We believe that our
audit provides a reasonable basis for our opinion.

In our opinion,  BOULEVARD COMMONS LIMITED PARTNERSHIP complied, in all material
respects with the requirements  described above that are applicable to its major
HUD assisted programs, for the year ended December 31, 1996.

This report is intended for the information of the audit committee,  management,
and the Department of Housing and Urban Development.  However,  this report is a
matter of public record and its distribution is not limited.


/s/Haran & Associates LTD
HARAN & ASSOCIATES LTD
Certified Public Accountants
Wilmette, Illinois
Illinois Certificate No. 060-002892
Federal Certification No. 36-3097692
Audit Partner:  James E. Haran  (847)853-2580

January 17, 1997


<PAGE>



                      BOULEVARD COMMONS LIMITED PARTNERSHIP
                              PROJECT NO. 071-35592

                               SUPPLEMENTARY DATA
                                INTERNAL CONTROL

To the Partners                             HUD Field Office Director
BOULEVARD COMMONS LIMITED PARTNERSHIP       Chicago, Illinois
Chicago, Illinois

We  have  audited  the  financial   statements  of  BOULEVARD   COMMONS  LIMITED
PARTNERSHIP,  Project No.  071-35592,  as of and for the year ended December 31,
1996 and have issued our report  thereon  dated  January 17, 1997.  We have also
audited  BOULEVARD  COMMONS LIMITED  PARTNERSHIP's  compliance with requirements
applicable to the major HUD-assisted programs and have issued our report thereon
dated January 17, 1997.

We conducted our audits in accordance with generally accepted auditing standards
and Government  Auditing  Standards,  issued by the  Comptroller  General of the
United States and the  Consolidated  Audit Guide for Audits of HUD Programs (the
"Guide"), issued by he U.S. Department of Housing and Urban Development,  Office
of the  Inspector  General in July 1993.  Those  standards and the Guide require
that we plan and perform the audit to obtain reasonable  assurance about whether
BOULEVARD  COMMONS  LIMITED  PARTNERSHIP  complied  with  laws and  regulations,
noncompliance with which would be material to a major HUD-assisted programs.

The management of BOULEVARD  COMMONS  LIMITED  PARTNERSHIP  is  responsible  for
establishing and maintaining an internal control  structure.  In fulfilling this
responsibility, estimates and judgments by management are required to assess the
expected benefits and related costs of internal control  structure  policies and
procedures.  The  objectives  of an internal  control  structure  are to provide
management  with  reasonable,  but  not  absolute,  assurance  that  assets  are
safeguarded   against  loss  from  unauthorized  use  or  disposition  and  that
transactions  are executed in accordance  with  management's  authorization  and
recorded  properly  to  permit  the  preparation  of  financial   statements  in
accordance with generally accepted  accounting  principles and that HUD-assisted
programs are managed in compliance with applicable laws and regulations. Because
of  inherent   limitations   in  any   internal   control   structure,   errors,
irregularities or instances of noncompliance  may nevertheless  occur and not be
detected.  Also, projection of any evaluation of the structure to future periods
is subject to the risk that procedures may become inadequate  because of changes
in conditions or that the  effectiveness of the design and operation of policies
and procedures may deteriorate.

In planning  and  performing  our audits,  we obtained an  understanding  of the
design of relevant  internal  control  structure  policies  and  procedures  and
determined  whether they had been placed in operation,  and we assessed  control
risk in order to determine our auditing procedures for the purpose of expressing
our  opinions  on  the  financial   statements  of  BOULEVARD   COMMONS  LIMITED
PARTNERSHIP and on its compliance with specific  requirements  applicable to its
major  HUD-assisted  programs and to report on the internal control structure in
accordance  with the provisions of the Guide and not to provide any assurance on
the internal control structure.



<PAGE>


                      BOULEVARD COMMONS LIMITED PARTNERSHIP
                              PROJECT NO. 071-35592

                               SUPPLEMENTARY DATA
                          INTERNAL CONTROL (Continued)

We  performed  tests of  controls,  as  required by the Guide,  to evaluate  the
effectiveness  of the design and  operation  of the internal  control  structure
policies and procedures  that we considered  relevant to preventing or detecting
material  noncompliance  with  specific  requirements  applicable  to  BOULEVARD
COMMONS LIMITED PARTNERSHIP's major HUD-assisted  programs.  Our procedures were
less in scope than would be necessary  to render an opinion on internal  control
structure  policies  and  procedures.  Accordingly,  we do not  express  such an
opinion.

Our consideration of the internal control structure policies and procedures used
in administering major HUD-assisted  programs would not necessarily disclose all
matters  in the  internal  control  structure  that  might  constitute  material
weaknesses  under standards  established by the American  Institute of Certified
Public  Accountants.  A material  weakness is a condition in which the design or
operation of one or more of the internal  control  structure  elements  does not
reduce to a  relatively  low level  the risk  that  noncompliance  with laws and
regulations that would be material to a major HUD-assisted program may occur and
not be detected  within a timely  period by  employees  in the normal  course of
performing their assigned functions.  We noted no matters involving the internal
control structure and its operations that we consider to be material  weaknesses
as defined above.

This report is intended for the information of the audit committee,  management,
and the Department of Housing and Urban Development.  However,  this report is a
matter of public record and its distribution is not limited.



/s/Haran & Associates LTD
HARAN & ASSOCIATES LTD
Certified Public Accountants
Wilmette, Illinois
Illinois Certificate NO. 060-002892
Federal Certification No. 36-3097692
Audit Partner:  James E. Haran  (847)853-2580


January 17, 1997



<PAGE>



                      BOULEVARD COMMONS LIMITED PARTNERSHIP
                              PROJECT NO. 071-35592

                               SUPPLEMENTARY DATA
                            AFFIRMATIVE FAIR HOUSING




To the Partners                             HUD Field Office Director
BOULEVARD COMMONS LIMITED PARTNERSHIP       Chicago, Illinois
Chicago, Illinois


We have audited the financial statements of BOULEVARD COMMONS LIMITED  
PARTNERSHIP, Project No. 071-35592, as of and for the year ended December 31, 
1996 and have issued our report thereon dated January 17, 1997.

We have applied  procedures  to test  BOULEVARD  COMMONS  LIMITED  PARTNERSHIP's
compliance  with the  Affirmative  Fair Housing  requirements  applicable to its
HUD-assisted programs, for the year ended December 31, 1996.

Our procedures were limited to the applicable  compliance  requirement described
in the  Consolidated  Audit Guide for Audits of HUD programs  issued by the U.S.
Department of Housing and Urban Development, Office of Inspector general in July
1993.  Our  procedures  were  substantially  less in scope  than an  audit,  the
objective of which would be the  expression  of an opinion on BOULEVARD  COMMONS
LIMITED PARTNERSHIP's compliance with the Affirmative Fair Housing requirements.
Accordingly, we do not express such an opinion.

The  results  of the test  disclosed  no  instances  of  noncompliance  that are
required to be reported herein under the Guide.

This report is intended for the information of the audit committee,  management,
and the Department of Housing and Urban Development.  However,  this report is a
matter of public record and its distribution is not limited.



/s/Haran & Associates LTD
HARAN & ASSOCIATES LTD
Certified Public Accountants
Illinois Certificate No. 060-002892
Federal Certification No. 36-3097692
Audit partner:  James E. Haran  (847)853-2580


January 17, 1997


<PAGE>


                      BOULEVARD COMMONS LIMITED PARTNERSHIP
                                            PROJECT NO. 071-35592
                     EMPLOYER IDENTIFICATION NO. 36-3539155



                                       CERTIFICATE OF GENERAL PARTNERS




                 We hereby certify that we have examined the accompanying

                 financial statements and supporting data for BOULEVARD

                 COMMONS LIMITED PARTNERSHIP and, to the best of our

                 knowledge and belief, the same is complete and accurate.



                             BOULEVARD COMMONS LIMITED PARTNERSHIP



                         By__________________________________________
                                          Robert C. King

                                          General Partner
                         Title_______________________________________          
                                          January 17, 1997
                         Date________________________________________          




                         By__________________________________________


                                          General Partner
                         Title_______________________________________           


                                          January 17, 1997
                         Date________________________________________











<PAGE>



                                    BOULEVARD COMMONS LIMITED PARTNERSHIP
                                            PROJECT NO. 071-35592
                     EMPLOYER IDENTIFICATION NO. 36-3539155



                                       CERTIFICATE OF MANAGEMENT AGENT




                 I hereby certify that I have examined the accompanying

                 financial statements and supporting data for BOULEVARD

                 COMMONS LIMITED PARTNERSHIP and, to the best of my

                 knowledge and belief, the same is complete and accurate.



                                 PRAIRIE MANAGEMENT CORPORATION
                                              MANAGEMENT AGENT


                         By_________________________________________
                                          Robert C. King

                                             President
                         Title______________________________________         


                                          January 17, 1997
                         Date_______________________________________

<PAGE>
                                          BOULEVARD COMMONS LIMITED PARTNERSHIP

                                                   PROJECT NO. 071-35592

                                              REPORT ON FINANCIAL STATEMENTS

                                                YEAR ENDED DECEMBER 31, 1995

<PAGE>




                                          BOULEVARD COMMONS LIMITED PARTNERSHIP
                                                   PROJECT NO. 071-35592



                                                     TABLE OF CONTENTS


                                                                       PAGE


AUDITOR'S REPORT                                                          2


FINANCIAL STATEMENTS

     Balance Sheet                                                      3-4

     Statement of Profit and Loss (HUD-92410)                           5-6

     Statement of Changes in Partners' Equity                             7

     Statement of Cash Flow                                            8-10

     Notes to Financial Statements                                    11-15


SUPPORTING DATA                                                       16-20


AUDITOR'S COMMENTS ON COMPLIANCE
     Major HUD Program                                                   21


AUDITOR'S COMMENTS ON INTERNAL CONTROL                                22-23


AUDITOR'S COMMENTS ON AFFIRMATIVE FAIR HOUSING                           24


CERTIFICATE OF GENERAL PARTNERS                                          25


CERTIFICATE OF MANAGEMENT AGENT                                          26



<PAGE>



                                           INDEPENDENT AUDITOR'S REPORT

To the Partners                                      HUD Field Office Director
BOULEVARD COMMONS LIMITED PARTNERSHIP                Chicago, Illinois
Chicago, Illinois

We have audited the  accompanying  balance  sheet of BOULEVARD  COMMONS  LIMITED
PARTNERSHIP,  Project No.  071-35592,  as of December 31, 1995,  and the related
statements of profit and loss, changes in partners' equity and statement of cash
flows for the year then ended. These financial statements are the responsibility
of the Partnership's management.  Our responsibility is to express an opinion on
these financial statements based on our audit.

We conducted our audit in accordance with generally  accepted auditing standards
and Government  Auditing  Standards,  issued by the  Comptroller  General of the
United  States.  These  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 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 BOULEVARD  COMMONS  LIMITED
PARTNERSHIP,  as of  December  31,  1995,  and its  profit or loss,  changes  in
partners' equity,  and its cash flows for the year then ended in conformity with
generally accepted accounting principles.

In accordance with Government Auditing  Standards,  we have also issued a report
dated  January  19,  1996 on our  consideration  of  BOULEVARD  COMMONS  LIMITED
PARTNERSHIP's  internal control  structure and reports dated January 19, 1996 on
its compliance with specific  requirements  applicable to Major HUD Programs and
specific requirements applicable to Affirmative Fair Housing.

The  accompanying  supplementary  information  (shown  on  pages  16 to  20)  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  statement  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
Federal Certification No. 36-3097692
Audit Partner:  James E. Haran  (847)853-2580

January 19, 1996


<PAGE>



                                           BOULEVARD COMMONS LIMITED PARTNERSHIP
                                                   PROJECT NO. 071-35592
                                                       BALANCE SHEET
                                                     DECEMBER 31, 1995
<TABLE>
<CAPTION>

                                                        A S S E T S
<S>                                                                                              <C>   
CURRENT ASSETS
   1120     Cash in bank                                                                         $       129,363
   1130    Tenant accounts receivable                                                                     17,646
   1135  Rent supplement receivable                                                                      133,151
   1142     Other accounts receivable                                                                        200
                                                                                                 ---------------
                     Total current assets                                                        $       280,360
                                                                                                 ---------------


DEPOSITS HELD IN TRUST - FUNDED
   1191    Tenant security deposits - held in trust                                              $        31,280
                                                                                                 ---------------


PREPAID EXPENSES
   1240    Property insurance                                                                    $        29,981
   1250    Mortgage insurance                                                                             26,635
                                                                                                 ---------------

                     Total prepaid expenses                                                      $        56,616
                                                                                                 ---------------



RESTRICTED DEPOSITS AND FUNDED RESERVES
   1310    Mortgage escrow deposits                                                              $       114,512
   1320    Cash replacement reserve                                                                       91,651
                                                                                                 ---------------

                     Total restricted deposits and funded reserves                               $       206,163
                                                                                                 ---------------


FIXED ASSETS
   1410    Land                                                                                  $       318,000
   1420    Buildings                                                                                  13,805,309
   1440    Building equipment - portable                                                                 616,354
   1470    Maintenance equipment                                                                           2,381
                                                                                                 ---------------
                     Total fixed assets                                                          $    14,742,044
              Less accumulated depreciation                                                            3,707,924

                     Net book value                                                              $    11,034,120


OTHER ASSETS
   1840    Deferred loan fees (net of amortization)                                              $       210,329
   1860    Developer agreement escrow deposit                                                            587,518
                                                                                                 ---------------

                     TOTAL OTHER ASSETS                                                          $       797,847
                                                                                                 ===============

                     TOTAL ASSETS                                                                $    12,406,386
                                                                                                 ===============


          The accompanying  notes are an integral part of this statement.
</TABLE>

<PAGE>


                                         BOULEVARD COMMONS LIMITED PARTNERSHIP
                                                   PROJECT NO. 071-35592
                                                 BALANCE SHEET (CONTINUED)
                                                     DECEMBER 31, 1995

<TABLE>
<CAPTION>

                                             LIABILITIES AND PARTNERS' EQUITY

<S>                                                                                              <C>    
CURRENT LIABILITIES
   2110     Accounts payable                                                                     $        15,408
   2116    Accrued property taxes                                                                        159,282
   2119     Due to management agent                                                                       65,750
   2130    Accrued mortgage interest                                                                     247,729
   2140     Accrued management fee                                                                        15,827
   2320    Mortgage payable - current portion                                                             28,696
                                                                                                 ---------------

                     Total current liabilities                                                   $       532,692
                                                                                                 ---------------


DEPOSITS
   2191    Tenant security deposits - held in trust (contra)                                     $        27,340

LONG-TERM LIABILITIES
   2320    Mortgage payable                                                                      $     9,819,096
   2330    Junior mortgage payable - City of Chicago                                                     693,500
                                                                                                 ---------------

                     Total                                                                       $    10,512,596

              Less current portion                                                                        28,696
                                                                                                 ---------------
                     Total long-term liabilities                                                 $    10,483,900
                                                                                                 ===============


OTHER LIABILITIES
   2390     Developer fee payable from escrow (contra)                                           $       480,000
   2391     Due to general partner from escrow                                                           107,518
                                                                                                 ---------------

                     Total other liabilities                                                     $       587,518
                                                                                                 ---------------

                     Total liabilities                                                           $    11,631,450
                                                                                                 ===============
PARTNERS' EQUITY
   3130    Partners' equity                                                                              774,936
                                                                                                 ---------------


                     TOTAL LIABILITIES AND PARTNERS' EQUITY                                      $    12,406,396
                                                                                                 ===============



</TABLE>

              The accompanying  notes are an integral part of this statement.

<PAGE>
<TABLE>
<CAPTION>


  Statement of Profit                      U. S. Department of Housing
     and Loss                              and Urban Development
                                           Office Of Housing
                                           Federal Housing Commissioner         OMB Approval No. 2502-0052(Exp 1/31/95)           
Public Reporting Burden for this collection of information is estimated to 
average 1.0 hours per response, including the time for reviewing instructions, 
searching existing data sources, gathering and maintaining the data needed, and 
completing and reviewing the collection of information. Send comments regarding 
this burden estimate or any other aspect of this collection of information,  
including suggestions for reducing this burden, to the Reports Management 
Officer, Office of Information, Policies and Systems, U.S. Department of Housing
and Urban Development, Washington, D.C. 20410-3600  and to the Office of 
Management and Budget, Paperwork Reduction Project (2502-0052), Washington, D.C.
20503. Do not send this completed form to either of these addresses.
      
      For Month/Period                            Project No. 071-35592             Project Name       BOULEVARD COMMONS LIMITED
      Beginning   1/01/95    Ending   12/31/95                                                                PARTNERSHIP

    Part I                   Description of Account                                            Acct No.                  Amount*
         <S>                                                                     <C>           <C>                  <C>             
         Rental Income - 5100
          Apartments or Member Carrying Charges(Coops)                           5120          $   279,496
          Tenant Assistance Payments                                             5121          $ 1,741,254
          Furniture and Equipment                                                5130          $
          Stores and Commercial                                                  5140          $
          Garage and Parking Spaces                                              5170          $
          Flexible Subsidy Income                                                5180          $
          Miscellaneous  RENTAL ASSISTANCE - PRIOR YEAR                          5190          $    32,827
          Total Rent Revenue Potential at 100% Occupancy                                                            $  2,053,577
         Vacancies - 5200
          Apartments                                                             5220           (   89,611        )
          Furniture and Equipment                                                5230           (                 )
          Stores and Commercial                                                  5240           (                 )
          Garage and Parking Spaces                                              5270           (                 )
          Miscellaneous (specify)                                                5290           (                 )
          Total Vacancies                                                                                            (    89,611   )
          Net Rental Revenue Rent Revenue Less Vacancies                                                               1,963,966
         Elderly and Congregate Services Income - 5300
          Total Service Income (Schedule Attached)                               5300                               $        -0-
         Financial Revenue - 5400
          Interest Income - Project Operations                                   5410          $     5,650
          Income from Investments-Residual Receipts                              5430          $
          Income from Investments-Reserve for Replacement                        5440          $     1,191
          Income from Investments-Miscellaneous                                  5490          $
          Total Financial Revenue                                                                                   $      6,665
         Other Revenue - 5900
          Laundry and Vending                                                    5910          $
          NSF and Late Charges                                                   5920          $     5,474
          Damages and Cleaning Fees                                              5930          $       436
          Forfeited Tenant Security Deposits                                     5940          $     2,470
          Other Revenue (specify)                                                5990          $     3,667
          Total Other Revenue                                                                                       $     12,223
          Total Revenue                                                                                             $  1,982,854
         Administrative Expenses - 6200-6300
          Advertising                                                            6210          $       216
          Other Administrative Expenses                                          6250          $     1,211
          Office Salaries                                                        6310          $     3,036
          Office Supplies                                                        6311          $    27,564
          Office or Model Apartment Rent                                         6312          $
          Management                                                             6320          $   114,110
          Manager or Superintendent Salaries                                     6330          $    18,563
          Manager or Superintendent Rent Free Unit                               6331          $
          Legal Expenses (Project)                                               6340          $    11,345
          Auditing Expenses (Project)                                            6350          $     4,600
          Bookkeeping Fees/Accounting Services                                   6351          $     7,632
          Telephone and Answering Service                                        6360          $    10,679
          Bad Debts                                                              6370          $     3,733
          Miscellaneous Administrative Expenses (specify)                        6390          $
          Total Administrative Expenses                                                                             $    202,689
         Utility Expense - 6400
          Fuel Oil/Coal                                                          6420          $
          Electricity                                                            6450          $    13,636
          Water                                                                  6451          $    26,663
          Gas                                                                    6452          $    42,374
          Sewer                                                                  6453          $
          Total Utilities Expense                                                                                   $     82,673
</TABLE>
          
    The accompanying notes are an integral part of this statement.        

    *All amounts must be rounded to the nearest dollar; $.50 and       
     over, round up - $.49 and below, round down.                              
                                                           Form HUD-92410 (7/91
                                                            ref Handbook 4370.2
                              
<PAGE>
<TABLE>
<CAPTION>
   <S>                                                                           <C>           <C>                  <C>      
   Operating and Maintenance Expenses - 6500
          Janitor and Cleaning Payroll                                           6510          $   100,604
          Janitor and Cleaning Supplies                                          6515          $    15,722
          Janitor and Cleaning Contract                                          6517          $
          Exterminating Payroll/Contract                                         6519          $     8,870
          Exterminating Supplies                                                 6520          $
          Garbage and Trash Removal                                              6525          $    19,664
          Security Payroll/Contract                                              6530          $    27,872
          Grounds Payroll                                                        6535          $
          Grounds Supplies                                                       6536          $
          Grounds Contract                                                       6537          $
          Repairs Payroll                                                        6540          $    33,944
          Repairs Material                                                       6541          $    10,646
          Repairs Contract                                                       6542          $     2,797
          Elevator Maintenance/Contract                                          6545          $
          Heating/Cooling Repairs and Maintenance                                6546          $     3,198
          Swimming Pool Maintenance/Contract                                     6547          $
          Snow Removal                                                           6548          $
          Decorating Payroll/Contract                                            6560          $    13,596
          Decorating Supplies                                                    6561          $       130
          Other                                                                  6570          $
          Miscellaneous Operating & Maintenance Expenses                         6590          $       450
          Total Operating & Maintenance Expenses                                                                    $    237,493
          Taxes and Insurance - 6700
          Real Estate Taxes                                                      6710          $   164,956
          Payroll Taxes (FICA)                                                   6711          $    12,465
          Miscellaneous Taxes, Licenses and Permits                              6719          $
          Property and Liability Insurance(Hazard)                               6720          $    60,083
          Fidelity Bond Insurance                                                6721          $       791
          Workmen's Compensation                                                 6722          $     4,876
          Health Insurance and Other Employee Benefits                           6723          $     4,403
          Other Insurance (specify)                                              6729          $
          Total Taxes and Insurance                                                                                 $    247,574    
          Financial Expenses - 6800
          Interest on Bonds Payable                                              6810          $
         
 Interest on Mortgage Payable                                                    6820          $   901,140
          Interest on Notes Payable (Long-Term)                                  6830          $    20,805
          Interest on Notes Payable (Short-Term)                                 6840          $     3,477
          Mortgage Insurance Premium/Service Charge                              6850          $    48,885
          Miscellaneous Financial Expenses          AMORTIZATION                 6890          $   475,739
          Total Financial Expenses                                                                                  $  1,450,046   
          Elderly and Congregate Service Expenses - 6900
          Total Service Expenses-Schedule Attached                               6900                               $        -0-
          Total Cost of Operations Before Depreciation                                                              $  2,220,475
          Profit (Loss) Before Depreciation                                                                         $   (237,621)
          Depreciation (Total) - 6600 (specify)                                  6600                               $    560,271
          Operating Profit or (Loss)                                                                                $ (  797,892   )
          Corporate or Mortgagor Entity Expenses - 7100
          Officer Salaries                                                       7110          $
          Legal Expenses (Entity)                                                7120          $
          Taxes (Federal-State-Entity)                                           7130-32       $
          Other Expenses (Entity)  See Page 7                                    7190          $
          Total Corporate Expenses                                                                                  $         -0-
          Net Profit or (Loss)                                                                                      $ (  797,892   )
</TABLE>
          
                     Warning:   HUD will prosecute false claims and statements. 
                                Conviction may result in criminal and/or Civil
                     penalties. (U.S.C. 1001, 1010, 1012; 31 U.S.C. 3729,3802)

         Miscellaneous  or other income and  expenses  Sub-account  Groups.  If
         miscellaneous    or   other   income   and/or   expense    sub-accounts
         (5190,5290,5490,5990,6390,6590,6729,6890  and 7190)  exceed the Account
         Groupings  by 10% or more,  attach a separate  schedule  describing  or
         explaining the miscellaneous income or expense.

     Part II
     1.  Total principal payments required under the mortgage,  even if payments
         under a Workout  Agreement are less or more than those  required  under
         the mortgage. $ 22,907
     2.  Replacement  Reserve deposits  required by the Regulatory  Agreement or
         Amendments  thereto,  even if payments may be temporarily  suspended or
         waived. $ 47,880
     3.  Replacement or Painting  Reserve releases which are included as expense
         items on this Profit and Loss statement. $ NONE
     4.  Project Improvement Reserve Releases under the Flexible Subsidy Program
         that are included as expense items on this Profit and Loss Statement. $
         NONE

     The accompanying notes are an integral part of this statement.          


                                                             ref Handbook 4370.2


<PAGE>


                      BOULEVARD COMMONS LIMITED PARTNERSHIP
                              PROJECT NO. 071-35592
                      STATEMENT OF CHANGES IN PARTNERS' EQUITY
                         FOR THE YEAR ENDED DECEMBER 31, 1995
<TABLE>
<CAPTION>

                                                                                            (Loss)
                                       Equity                                              for the           Equity
                   Profit             (Deficit)                                           Year Ended       (Deficit)
                  and Loss            January 1,                                         December 31,      December 31,
                 Percentage              1995         Distributions      Contributions      1995              1995
                 ----------           ----------      -------------      -------------   ------------      ------------

<S>               <C>                 <C>             <C>                <C>             <C>               <C>
GENERAL
  PARTNERS          1.00              $ ( 28,561)     $     -            $     -         $ (  7,979)       $ ( 36,540)


INVESTOR
  LIMITED
    PARTNER        99.00               1,601,289            -                  -           (789,913)          811,376


SPECIAL
  LIMITED
    PARTNER           -                      100            -                  -               -                  100
                    ------             ----------      ----------         -----------    ----------        ----------



    TOTALS         100.00             $1,572,828      $     -            $     -         $ (797,892)       $  774,936
                  -------             ----------      ----------         -----------     -----------       ----------



</TABLE>




                The accompanying  notes are an integral part of this statement.


<PAGE>


                                           BOULEVARD COMMONS LIMITED PARTNERSHIP
                                                   PROJECT NO. 071-35592
                                                  STATEMENT OF CASH FLOWS
                                           FOR THE YEAR ENDED DECEMBER 31, 1995

<TABLE>
<CAPTION>
<S>                                                                                             <C>  
CASH FLOWS FROM OPERATING ACTIVITIES
   Cash receipts from:
      Rental                                                                                    $ 1,834,209
      Interest                                                                                        6,665
      Other                                                                                          12,223

                     Total cash receipts                                                        $ 1,853,097
                                                                                                -----------

   Cash payments for:
      Administrative $                                                                               66,980
      Management fees                                                                                98,283
      Utilities                                                                                      82,673
      Salaries and wages                                                                            122,203
      Operating and maintenance                                                                     155,440
      Real estate taxes                                                                             143,764
      Payroll taxes                                                                                  12,465
      Property insurance                                                                             59,139
      Miscellaneous taxes and insurance                                                              10,070
      Interest on mortgage note                                                                     794,270
      Mortgage insurance                                                                             41,883
      Tenant security and other deposits                                                              2,023
      Interest on note                                                                               24,282
                                                                                                -----------

                     Total cash payments                                                        $ 1,613,385
                                                                                                -----------

                     Net cash used in operating activities                                      $   239,712
                                                                                                -----------

CASH FLOWS FROM INVESTING ACTIVITIES
   Purchase of depreciable assets                                                               $   (51,886)
   Decrease (increase) in:
      Reserve for replacement of depreciable assets                                                 (49,071)
      Reserve for taxes and insurance                                                                (9,937)
      Payment or deferred loan fees                                                                (176,986)
                                                                                                -----------

                     Net cash provided by investing activities                                  $  (287,880)
                                                                                                -----------

CASH FLOWS FROM FINANCING ACTIVITIES
   Mortgage principal payments                                                                  $   (22,907)
   Advance from management agent                                                                     65,750
                                                                                                -----------

                     Net cash used in financing activities                                      $    42,843

NET (DECREASE) IN CASH                                                                          $    (5,325)

CASH - BEGINNING OF YEAR                                                                            134,688
                                                                                                -----------

CASH - END OF YEAR                                                                              $   129,363
                                                                                                =========== 

</TABLE>




               The  accompanying  notes  are an integral part of this statement.

<PAGE>


                                          BOULEVARD COMMONS LIMITED PARTNERSHIP
                                                   PROJECT NO. 071-35592
                                            STATEMENT OF CASH FLOWS (CONTINUED)
                                           FOR THE YEAR ENDED DECEMBER 31, 1995


<TABLE>
<CAPTION>
<S>                                                                                              <C>   
RECONCILIATION OF NET INCOME (LOSS) TO
NET CASH PROVIDED BY OPERATING ACTIVITIES
   Net (loss)                                                                                    $  (797,892)
   Adjustments to reconcile net income (loss) to net
      cash provided by (used in) operating activities:
         Depreciation                                                                                560,271
         Amortization                                                                                475,739
         Interest                                                                                     94,542
         Mortgage insurance                                                                            7,290
         Decrease (increase) in:
            Rent supplement receivable                                                              (116,952)
            Tenant accounts receivable                                                               (12,805)
            Prepaid property insurance                                                                   944
            Prepaid mortgage insurance                                                                  (288)
            Tenant security deposits - held in trust                                                    (980)
         Increase (decrease) in:
            Accounts payable                                                                         (18,551)
            Accrued mortgage interest                                                                 12,328
            Accrued property taxes                                                                    21,282
            Tenant security deposits - held in trust (contra)                                         (1,043)                      
            Accrued management fee                                                                    15,827
                                                                                                 -----------

                     Net cash used in operating activities                                       $   239,712
                                                                                                 ===========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION 
  Cash paid during the year for:
    Interest                                                                                     $   913,094
                                                                                                 ===========
</TABLE>


NONCASH INVESTING AND FINANCING TRANSACTIONS
   A bank  maintains an escrow  account on behalf of the Project for the payment
   of development fees and amounts due to a general partner. The transactions in
   the accounts for the year were as follows:
      
                               Developer         Developer       Due to General
                               Agreement         Fee Payable       Partner from
                               Escrow Deposit    From Escrow         Escrow

      Developer fees paid      $           -      $         -     $         -

      Gain on investments             56,996              -            56,996
                               --------------     ------------    --------------

                     Totals    $      56,996      $         -     $    56,996
                               ==============     ============    ==============

The Partnership refinanced its 10% mortgage on April 6, 1995 as follows:

   Cash paid                                      $        227,487
   Mortgage proceeds                                     9,834,700
   Refund of real estate tax escrow                         10,828
   Refund of insurance escrow                               47,258
   Refund of mortgage insurance escrow                      29,357
   Mortgage payoff                                      (9,724,302)
   Interest                                                (94,542)
   Funding of real estate tax escrow                       (24,310)
   Funding o insurance escrow                              (64,020)
   Funding of mortgage insurance escrow                     (7,679)
   Payment of mortgage insurance premium                   (49,173)
   Payment of deferred mortgage fees                      (185,604)
                                                   ------------------
                                                   $             -
                                                   ==================
DISCLOSURE OF ACCOUNTING POLICY
   For purposes of the statement of cash flows,  the  Partnership  considers all
   highly liquid debt  instruments  purchased with a maturity of three months or
   less to be cash equivalents.

           The  accompanying  notes  are an integral part of this statement.

<PAGE>



                                         BOULEVARD COMMONS LIMITED PARTNERSHIP
                                                 PROJECT NO. 071-35592
                                             NOTES TO FINANCIAL STATEMENTS
                                                   DECEMBER 31, 1995


ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Partnership was organized as a limited  partnership formed June 15, 1987 and
amended  July 13, 1988.  Its purpose is to acquire an interest in six  buildings
located  in  Chicago,   Illinois,  and  to  renovate  and  operate  thereon  two
hundred-thirteen  units of low income  housing  under  Section  221(d)(4) of the
National  Housing Act. Such projects are regulated by HUD as to rent charges and
operating methods.  The regulatory  agreement limits annual distributions of net
operating receipts to "surplus cash" available at the end of each year.

The  following  significant  accounting  policies  have  been  followed  in  the
preparation of the financial statements:

   Deferred loan costs  consist of fees for  obtaining the HUD Insured  Mortgage
Loan and are being  amortized on the  straight-line  method over the life of the
original  mortgage loan.  Refinancing costs are being amortized over the life of
the new  loan.  Unamortized  permanent  loan  fees  applicable  to the  original
permanent loan were amortized in entirety in the current year.  This resulted in
additional amortization expenses of $457,529 for the year.

   Organization costs associated with the formation of the Partnership were 
   amortized  using the  straight-line  method over five years.

   No income tax provision has been included in the financial  statements  since
   income  or  loss  of  the  Partnership  is  required  to be  reported  by the
   respective partners on their income tax returns.

   Management  uses  estimates  and  assumptions  in preparing  these  financial
   statements in accordance with generally accepted accounting principles. Those
   estimates  and  assumptions   affect  the  reported  amounts  of  assets  and
   liabilities,  the  disclosure of contingent  assets and  liabilities  and the
   reported revenues and expenses.  Actual results could vary from the estimates
   that were used.

   The Partnership maintains cash balances at a bank where accounts are insured 
   by the F.D.I.C.  for up to  $100,000.  Balances in excess of insured limits 
   totaled approximately $60,543 at December 31, 1995.

DEVELOPMENT AGREEMENT/ESCROW DEPOSITS

The Partnership has entered into a Development Agreement with Prairie Parc Corp.
(Developer) an affiliate of the General Partners.

For  its  services  in  connection  with  development  of the  Project  and  the
supervision of the  construction and  rehabilitation  of the  improvements,  the
developer  shall be  entitled  to receive  the  aggregate  amount of  $2,448,865
payable as follows:

                                                                To Be Deposited
   Completion date                           Total              in Escrow
                                         -----------------    -----------------
      5417 West Washington Boulevard     $         534,546    $         377,932
      5500 West Washington Boulevard               342,893              240,684
      5521 West Washington Boulevard               685,786              481,368
      5716 West Washington Boulevard               220,360              154,654
      5912 West Washington Boulevard               220,360              154,654
      3635 West Cermak Road                        444,920              309,508
                                         -----------------    ------------------
             Total                       $       2,448,865    $       1,718,800
                                         =================    ==================
      Payments received or deposited 
      through 1994                       $       2,448,865    $       1,718,800
                                         =================    ==================



                                         BOULEVARD COMMONS LIMITED PARTNERSHIP
                                                 PROJECT NO. 071-35592
                                       NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                                                   DECEMBER 31, 1995


DEVELOPMENT AGREEMENT/ESCROW DEPOSITS (Cont'd)

Of the  $2,448,865  received by he  developer,  $1,718,800  was deposited by the
developer into escrow.

The  scheduled  source  and  (use) of funds to be  deposited  into  escrow  with
American National Bank is as follows:

   Deposit required be developer                                 $    1,718,800

   Payment to developer at the later of final closing or
      determination of the annual low income housing credit            (659,400)

   Payment to developer at the later of break-even date or 95%
       occupancy date                                                  (259,400)

   Operating reserve                                                   (800,000)

Final closing and the  determination  of the low income housing credit have both
been achieved, thus $659,400 was disbursed to the developer during 1990.

The break-even date and 95% occupancy were achieved, thus $259,400 was disbursed
to the developer during 1991.

The operating reserve, if not required to fund a net deficit, will be maintained
on the following schedule:

                                                                 Required
         Year end                                                 Reserve
   -----------------                                              -------
   December 31, 1990                                              $800,000
   December 31, 1991                                               640,000
   December 31, 1992                                               480,000
   December 31, 1993                                               320,000
   December 31, 1994                                               160,000
   December 31, 1995                                                   -

During 1994 $160,000 was discussed to the developer from the operating  reserve.
Consequently,  $480,000 of  additional  reserve  releases  are  available to the
developer as of December 31, 1995.

All interest after escrow fees are to be given to the developer.

MORTGAGE NOTES PAYABLE

The 10%  mortgage  was  refinanced  on April 6, 1995.  The new  8.875%  mortgage
payable is insured by HUD. The apartment  project is pledged as  collateral  for
the note.  Principal and interest payments of $74,916 commenced June 1, 1995 and
continue to May 1, 2035.

As part of the  refinancing  the  remaining  balance of the  original  permanent
mortgage  placement  fees were  amortized in entirety in the year ended December
31, 1995. This resulted in an additional amortization expenses of $457,529.

Under  agreements  with the mortgage lender and HUD, the Partnership is required
to make monthly escrow deposits for taxes, insurance, and replacement of project
assets, and is subject to restrictions as to operating policies,  rental charges
and operating expenditures.







                                          BOULEVARD COMMONS LIMITED PARTNERSHIP
                                                  PROJECT NO. 071-35592
                                       NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                                    DECEMBER 31, 1995


MORTGAGE NOTES PAYABLE (Cont'd)

At December 31, 1995, the following amounts were held in escrow:

                     Property tax escrow                          $  47,005
                     Property insurance escrow                       39,443
                     Mortgage insurance escrow                       28,063
                     Cash replacement reserve                        91,651
                                                                  ----------

                             Total                                $ 206,163
                                                                  ========== 

The annual principal reduction for each of the next five years is as follows:

                     1996                                   $ 28,896
                     1997                                     31,349
                     1998                                     34,248
                     1999                                     37,414
                     2000                                     40,873

The  liability  of the  Partnership  under the  mortgage  note is limited to the
under-lying value of the real estate collateral.

The junior  mortgage  payable to the City of Chicago  bears  interest  at 3% per
annum and matures at the later of July 1, 2030 or  retirement of the FHA insured
mortgage. Interest and principal are due in a lump sum upon maturity.

MANAGEMENT AND RENTAL

The Partnership has entered into a management  agreement with Prairie Management
Corporation  for the year ending  December 31, 1995. The management fee is equal
to 5.7% of gross monthly collections.

A contract  with the  Department  of Housing and Urban  Development  for Housing
Assistance Payments is currently in effect. Under terms of the contracts, a rent
subsidy is to be paid under  Section 8 of the National  Housing Act.  Also under
the terms of the contracts, the annual rent charged to the tenants is limited to
30% of annual income.

MANAGEMENT AGENT ADVANCES

In connection  with the refinancing of the first  mortgage,  Prairie  Management
Corporation  advanced an initial loan of $319,364  which bears interest at 8.5%.
The principal balance has been paid down to $62,250 at December 31, 1995.

SUPERVISORY MANAGEMENT FEE

Prairie Parc Corp.,  an affiliate of the General  Partners,  is the  Supervisory
Management  Agent.  It  shall  be  entitled  to  a  non-cumulative   Supervisory
Management Fee equal to the lessor of 4% of the gross revenue or 75% of any cash
flow after the priority  distribution of $21,200 is paid to the Investor Limited
Partner.  Both the Supervisory  Management Fee and the priority distribution are
payable only out of surplus cash as defined by the Regulatory  Agreement.  In no
event shall the  management  fee and  supervisory  management  fee exceed 11% of
gross revenues of the project in any fiscal year.

PARTNERSHIP REPORTING FEE

The Investor Limited Partner shall receive an annual $5,000 fee to reimburse it 
for its cost of providing  reports.  The fee is payable only out of surplus
cash, capital contributions or project expense loans.



<PAGE>



                                         BOULEVARD COMMONS LIMITED PARTNERSHIP
                                                 PROJECT NO. 071-35592
                                       NOTES TO FINANCIAL STATEMENTS(CONTINUED)

                                                   DECEMBER 31, 1995


PRIORITY DISTRIBUTION

The priority distribution was amended effective with the refinancing under which
the Investor Limited Partner is to receive 99% of the surplus cash until it has 
received an annual amount equal to $21,200.

CASH FLOW (DEFICIT)

The  following  is a summary of cash flow at December 31, 1995 as defined by the
Limited Partnership Agreement:
<TABLE>
<CAPTION>
         <S>                                                                            <C>
         Net (loss)                                                                     $ (797,892)
                                                                                        ----------

         Additions:
            Depreciation                                                                $  560,271
            Amortization                                                                   475,739
            Interest                                                                        94,542
            Mortgage insurance                                                               7,290
            Increase in accrued property taxes                                              21,282
            Increase in prepaid insurance                                                      944
            Increase in accrued interest payable                                            12,328
            Interest in accrued management fee                                              15,827
                                                                                        ----------

                          Total additions                                               $1,188,223

         Subtractions:
            Payment for deferred loan fees                                              $ ( 176,986)
            Mortgage principal payments                                                   (  22,907)
            Payments to reserve accounts (net)                                            (  59,008)
            Increase in mortgagee insurance                                               (     288)
            Increase in tenant security
                     deposits - held in trust                                             (     980)
            Payments for depreciable and
                     other assets                                                         (  51,886)
            Decrease in tenant security deposits -
                     held in trust (contra)                                               (   1,043)
            Decrease in accounts payable                                                  (  18,551)
            Due to management agent                                                       (  65,750)
                                                                                        -----------

                          Total subtractions                                            $ ( 397,399)
                                                                                        -----------

           Project cash flow                                                            $    (7,068)
                                                                                        ===========

</TABLE>

<PAGE>




                                          BOULEVARD COMMONS LIMITED PARTNERSHIP
                                                  PROJECT NO. 071-35592
                                             SUPPORTING DATA REQUIRED BY HUD
                                          FOR THE YEAR ENDED DECEMBER 31, 1995

<TABLE>
<CAPTION>
<S>                                                                              <C>             <C>
DELINQUENT TENANT ACCOUNTS RECEIVABLE                                            Number of          Amount
                                                                                  Tenants          Past Due
   Delinquent 30 days or less                                                        28          $     7,212
   Delinquent 31-60 days                                                              5                5,822
   Delinquent 61-90 days                                                              8                2,659
   Delinquent over 90 days                                                            6                1,953
                                                                                 ------          -----------

                     Total                                                           47          $    17,646
                                                                                    ---          -----------


MORTGAGE ESCROW DEPOSITS
   Estimated amount required as of December 31, 1995 
   for future payment of:
      Property tax   $                                                                                48,427
      Property insurance                                                                              30,821
      Mortgage insurance                                                                              26,635

                     Total                                                                       $   105,883

      Total confirmed by mortgagee                                                                   114,512

   Amount on deposit in excess of estimated requirements                                         $     8,629
                                                                                                 ===========

TENANT SECURITY DEPOSITS
   Tenant  security  deposits are held in a separate bank 
   account in the name of the Project.


CASH REPLACEMENT RESERVE
   In accordance  with the  provisions of the regulatory  agreement,  restricted
   cash  is to be  held by  Heitman  Financial  Services,  Inc.  to be used  for
   replacement of property with the approval of HUD:
      Balance, January 1, 1995                                                                   $    42,580
      Deposits                                                                                        49,071
      Withdrawals                                                                                        -
                     

      Balance, December 31, 1995, confirmed by mortgagee                                         $    91,651
                                                                                                 ===========


ACCOUNTS PAYABLE
   Due within 30 days                                                                            $    15,408
   Due within 31-60 days                                                                                -
   Due in more than 60 days                                                                             -
                                                                                                 -----------

                     Total                                                                       $    15,408
                                                                                                 ===========

</TABLE>




               The accompanying  notes are an integral part of this statement.

<PAGE>



                                          BOULEVARD COMMONS LIMITED PARTNERSHIP
                                                   PROJECT NO. 071-35592
                                     SUPPORTING DATA REQUIRED BY HUD (CONTINUED)
                                          FOR THE YEAR ENDED DECEMBER 31, 1995


<TABLE>
<CAPTION>

ACCRUED TAXES
   <S>                                      <C>                     <C>           <C>        <C>   
                                                                    Period        Date        Amount
   Description of Tax                       Basis for Accrual       Covered       Due        Accrued
      Property tax                           Prior year tax           1995        1997       $  159,282
         Cook County Collector
            Parcel No. 16-08-415-016-0000
            Parcel No. 16-09-318-001-0000
            Parcel No. 16-09-314-032-0000
            Parcel No. 16-08-413-016-0000
            Parcel No. 16-09-320-001-0000
            Parcel No. 16-26-106-005-0000

</TABLE>

COMPENSATION OF PARTNERS
   During the calendar  year 1995,  the partners of  Boulevard  Commons  Limited
   Partnership did not receive any compensation from rental activities.


SCHEDULE OF UNAUTHORIZED DISTRIBUTIONS
   None


DISTRIBUTIONS PAID TO PARTNERS
   Distributions to partners                                     $        None

ACCOUNTS AND NOTES RECEIVABLE - OTHER
   None


ACCOUNTS AND NOTES PAYABLE - OTHER
   None


IDENTITY OF INTEREST COMPANIES
          Company Name              Type of Service        Amount Received
          ------------              ---------------        ---------------
 Prairie Management Corporation       Management           $   114,186
                                                           ===========
 Prairie Management Corporation       Bookkeeping          $     6,996
                                                           ===========

     The General  Partners of  BOULEVARD  COMMONS  LIMITED  PARTNERSHIP  have no
     identity of interest  with any  suppliers of the Project with the exception
     that the  Partnership  entered  into a  management  agreement  with Prairie
     Management  Corporation,  an affiliate of a general partner, for management
     of the Project.


CHANGES IN OWNERSHIP INTEREST
   None



       The accompanying notes are an integral part of this statement.


<PAGE>




                              U.S DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT
                                     HOUSING-FEDERAL HOUSING COMMISSIONER
                         OFFICE OF MULTIFAMILY HOUSING MANAGEMENT AND OCCUPANCY
                             COMPUTATION OF SURPLUS CASH, DISTRIBUTIONS AND
                                              RESIDUAL RECEIPTS
<TABLE>
<CAPTION>

  PROJECT NAME: BOULEVARD COMMONS        FISCAL PERIOD ENDED:      PROJECT NUMBER:  071-35592
        LIMITED PARTNERSHIP                  12/ 31 / 95
                                PART A - COMPUTE SURPLUS CASH
  <S>    <C>                                                                             <C>           
         1. Cash (accounts 1110, 1120, 1191, 1192)                                       $   160,643
  C      2. Tenant subsidy vouchers due for period
  A         by financial statement                                                       $   133,151
  S      3.   Other (describe)
  H                                                                                      $

          (a) Total Cash (Add Line 1,2 and 3)                                            $   293,794

  C      4. Accrued mortgage interest payable                                            $   247,729
  U
  R      5. Delinquent mortgage principal payments                                       $
  R
  E      6. Delinquent deposits to reserve for replacements                              $
  N
  T      7. Accounts payable (due within 30 days)                                        $    15,408
         8. Loans and notes payable--
  O        (due within 30 days)                                                          $
  B 
  L      9. Deficient Tax Insurance or MIP Escrow Deposits                               $
  I
  G     10. Accrued expenses(not escrowed)                                               $    15,827
  A
  T     11. Prepaid Rents (Account 2210)                                                 $
  I
  O     12. Tenant security deposits liability (Account 2191)                            $    27,340
  N
  S     13. Other (Describe)                 ADVANCES FROM MANAGEMENT AGENT              $    65,750

            (b) Less Total Current Obligations(Add Lines 4 through 13)                   $   372,054
            (c) Surplus Cash (Deficiency)(Line (a) minus Line (b))                       $  ( 78,260)
     PART B - COMPUTE DISTRIBUTIONS TO OWNERS AND REQUIRED DEPOSIT TO RESIDUAL RECEIPTS
  1. Surplus Cash                                                                        $      None
       2a. Annual Distribution Earned During Fiscal Period 
            Covered by the Statement                                                     $
       2b. Distribution Accrued and Unpaid as of the
           End of the Prior Period                                                       $
       2c. Distributions paid During Fiscal Period Covered by Statement                  $
       3.  Amount to be Carried on Balance Sheet as Distribution
           Earned but Unpaid (Line 2a plus 2b minus 2c)                                  $
  4. Amount Available for Distribution During Next Fiscal Period
                                                                                         $      None
  5. Deposit Due Residual Receipts
      (Must be deposited with Mortgagee within 60 days after Fiscal Period ends)         $
            PREPARED BY                                                 REVIEWED BY
  LOAN TECHNICIAN                                           LOAN OFFICER

  DATE                                                      DATE
</TABLE>



  The accompanying notes are an integral part of this statement. 
                                                                HUD-93486 12-80


<PAGE>




                                          BOULEVARD COMMONS LIMITED PARTNERSHIP
                                                   PROJECT NO. 071-35592
                                     SUPPORTING DATA REQUIRED BY HUD (CONTINUED)
                                          FOR THE YEAR ENDED DECEMBER 31, 1995

<TABLE>
<CAPTION>

CHANGES IN FIXED ASSETS               
                                      A s s e t s                                         Accumulated Depreciation


             Balance,                                Balance,     Balance,                              Balance,       Book Value
            January 1,                             December 31, January 1,     Current                December 31,    December 31,
                1995      Additions    Deductions     1995         1995       Provisions  Deductions     1995            1995
            -----------   ----------   ----------- ------------ -----------   ----------  ----------  ------------    ------------
<S>         <C>           <C>          <C>         <C>          <C>           <C>         <C>         <C>             <C>

Land        $   318,000   $     -      $     -     $   318,000  $      -      $     -     $     -     $      -        $    318,000


Buildings    13,753,423   *51,886465        -       13,805,309    2,634,566      500,774        -         3,135,340     10,669,969


Building
equipment-
portable        616,354          -           -         616,354      510,706       59,497        -           570,203         46,151


Maintenance 
equipment         2,381         -            -           2,381        2,381         -           -           2,381            -
            -----------   ----------   ----------  -----------  -----------   ----------  ----------  -----------     ------------



TOTALS      $14,690,158   $   51,886   $     -     $14,742,044  $3,7147,653   $ 560,271   $     -     $ 3,707,924     $ 11,034,120
            ===========   ==========   ==========  ===========  ===========   ==========  ==========  ===========     ============
</TABLE>





           * Roof Repairs



              The accompanying notes are an integral part of this statement.

<PAGE>


                                          BOULEVARD COMMONS LIMITED PARTNERSHIP
                                                      PROJECT NO. 071-35592

                                               SUPPORTING DATA REQUIRED BY HUD
                                           FOR THE YEAR ENDED DECEMBER 31, 1995

<TABLE>
<CAPTION>


SCHEDULE OF FUNDS IN FINANCIAL INSTITUTIONS
AS OF DECEMBER 31, 1995:
<S>      <C>                                                                           <C>    
A.       Funds Held by Mortgagor, Regular Operating Account:

          1.    American National Bank (Checking) *                                    $             128,773
          2.    American National Bank (Savings, 3.15%) *                                                530
                                                                                       ---------------------

                      Operating Account                                                $             129,263


B.        Funds held by Mortgagor in Trust, Tenant Security Deposit:

          1.    American National Bank (Savings, 3.15%)                                               31,280
                                                                                       ---------------------

                      Total Funds Held by Mortgagor                                    $             160,543
                                                                                       ---------------------

C.        Fund Held by Mortgagee:

          1.    Mortgage escrow +                                                      $             114,512
          2.    Replacement Reserve +                                                                 91,651
                                                                                       ---------------------

                      Total Funds Held by Mortgagee                                     $            206,163
                                                                                        --------------------

TOTAL FUNDS IN FINANCIAL INSTITUTIONS                                                  $             366,706
                                                                                       =====================
</TABLE>



* Balances  confirmed by American  National  Bank and Trust Company of Chicago 
+ Balances confirmed by Heitman Financial Services, Inc.







           The accompanying notes are an integral part of this statements.


<PAGE>


                            BOULEVARD COMMONS LIMITED PARTNERSHIP
                                     PROJECT NO. 071-35592


                                       SUPPLEMENTARY DATA
                             COMPLIANCE WITH SPECIFIC REQUIREMENTS
                                APPLICABLE TO MAJOR HUD PROGRAMS


To the Partners                                      HUD Field Office Director
BOULEVARD COMMONS LIMITED PARTNERSHIP                Chicago, Illinois
Chicago, Illinois

We have audited the financial statements of BOULEVARD COMMONS LIMITED 
PARTNERSHIP, Project No. 071-35592, as of and for the year ended December 31, 
1995 and have issued our report thereon dated January 19, 1996.

We have also audited BOULEVARD COMMONS LIMITED PARTNERSHIP's compliance with the
specific program requirements  governing federal financial  reporting,  mortgage
status, replacement reserve, security deposits, cash receipts and disbursements,
distributions to owners, tenant applications,  eligibility, and recertification,
and management functions that are applicable to its major HUD-assisted  programs
for the year ended  December  31, 1995.  The  management  of  BOULEVARD  COMMONS
LIMITED PARTNERSHIP is responsible for compliance with those  requirements.  Our
responsibility  is to express an opinion on compliance  with those  requirements
based on our audit.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards,  Government Auditing Standards,  issued by the Comptroller General of
the United States,  and the Consolidated  Audit Guide for Audits of HUD Programs
(the "Guide")  issued by the U.S.  Department of Housing and Urban  Development,
Office of Inspector  General in July 1993. Those standards and the Guide require
that we plan and perform the audit to obtain reasonable  assurance about whether
material  noncompliance  with the  requirements  referred to above occurred.  An
audit includes  examining,  on a test basis,  evidence about  BOULEVARD  COMMONS
LIMITED  PARTNERSHIP's  compliance with those requirements.  We believe that our
audit provides a reasonable basis for our opinion.

In our opinion,  BOULEVARD COMMONS LIMITED PARTNERSHIP complied, in all material
respects with the requirements  described above that are applicable to its major
HUD assisted programs, for the year ended December 31, 1995.

This report is intended for the information of the audit committee,  management,
and the Department of Housing and Urban Development.  However,  this report is a
matter of public record and its distribution is not limited.


/s/Haran & Associates
HARAN & ASSOCIATES LTD
Certified Public Accountants
Wilmette, Illinois
Illinois Certificate No. 060-002892
Federal Certification No. 36-3097692
Audit Partner:  James E. Haran  (847)853-2580

January 19, 1996


<PAGE>



                     BOULEVARD COMMONS LIMITED PARTNERSHIP
                              PROJECT NO. 071-35592

                                 SUPPLEMENTARY DATA
                                  INTERNAL CONTROL

To the Partners                                      HUD Field Office Director
BOULEVARD COMMONS LIMITED PARTNERSHIP                Chicago, Illinois
Chicago, Illinois

We  have  audited  the  financial   statements  of  BOULEVARD   COMMONS  LIMITED
PARTNERSHIP,  Project No.  071-35592,  as of and for the year ended December 31,
1995 and have issued our report  thereon  dated  January 19, 1996.  We have also
audited  BOULEVARD  COMMONS LIMITED  PARTNERSHIP's  compliance with requirements
applicable to the major HUD-assisted programs and have issued our report thereon
dated January 19, 1996.

We conducted our audits in accordance with generally accepted auditing standards
and Government  Auditing  Standards,  issued by the  Comptroller  General of the
United States and the  Consolidated  Audit Guide for Audits of HUD Programs (the
"Guide"), issued by he U.S. Department of Housing and Urban Development,  Office
of the  Inspector  General in July 1993.  Those  standards and the Guide require
that we plan and perform the audit to obtain reasonable  assurance about whether
BOULEVARD  COMMONS  LIMITED  PARTNERSHIP  complied  with  laws and  regulations,
noncompliance with which would be material to a major HUD-assisted programs.

The management of BOULEVARD  COMMONS  LIMITED  PARTNERSHIP  is  responsible  for
establishing and maintaining an internal control  structure.  In fulfilling this
responsibility, estimates and judgments by management are required to assess the
expected benefits and related costs of internal control  structure  policies and
procedures.  The  objectives  of an internal  control  structure  are to provide
management  with  reasonable,  but  not  absolute,  assurance  that  assets  are
safeguarded   against  loss  from  unauthorized  use  or  disposition  and  that
transactions  are executed in accordance  with  management's  authorization  and
recorded  properly  to  permit  the  preparation  of  financial   statements  in
accordance with generally accepted  accounting  principles and that HUD-assisted
programs are managed in compliance with applicable laws and regulations. Because
of  inherent   limitations   in  any   internal   control   structure,   errors,
irregularities or instances of noncompliance  may nevertheless  occur and not be
detected.  Also, projection of any evaluation of the structure to future periods
is subject to the risk that procedures may become inadequate  because of changes
in conditions or that the  effectiveness of the design and operation of policies
and procedures may deteriorate.

In planning  and  performing  our audits,  we obtained an  understanding  of the
design of relevant  internal  control  structure  policies  and  procedures  and
determined  whether they had been placed in operation,  and we assessed  control
risk in order to determine our auditing procedures for the purpose of expressing
our  opinions  on  the  financial   statements  of  BOULEVARD   COMMONS  LIMITED
PARTNERSHIP and on its compliance with specific  requirements  applicable to its
major  HUD-assisted  programs and to report on the internal control structure in
accordance  with the provisions of the Guide and not to provide any assurance on
the internal control structure.



<PAGE>


                       BOULEVARD COMMONS LIMITED PARTNERSHIP
                                  PROJECT NO. 071-35592

                                   SUPPLEMENTARY DATA
                               INTERNAL CONTROL (Continued)

We  performed  tests of  controls,  as  required by the Guide,  to evaluate  the
effectiveness  of the design and  operation  of the internal  control  structure
policies and procedures  that we considered  relevant to preventing or detecting
material  noncompliance  with  specific  requirements  applicable  to  BOULEVARD
COMMONS LIMITED PARTNERSHIP's major HUD-assisted  programs.  Our procedures were
less in scope than would be necessary  to render an opinion on internal  control
structure  policies  and  procedures.  Accordingly,  we do not  express  such an
opinion.

Our consideration of the internal control structure policies and procedures used
in administering major HUD-assisted  programs would not necessarily disclose all
matters  in the  internal  control  structure  that  might  constitute  material
weaknesses  under standards  established by the American  Institute of Certified
Public  Accountants.  A material  weakness is a condition in which the design or
operation of one or more of the internal  control  structure  elements  does not
reduce to a  relatively  low level  the risk  that  noncompliance  with laws and
regulations that would be material to a major HUD-assisted program may occur and
not be detected  within a timely  period by  employees  in the normal  course of
performing their assigned functions.  We noted no matters involving the internal
control structure and its operations that we consider to be material  weaknesses
as defined above.

This report is intended for the information of the audit committee,  management,
and the Department of Housing and Urban Development.  However,  this report is a
matter of public record and its distribution is not limited.



/s/Haran & Associates LTD
HARAN & ASSOCIATES LTD
Certified Public Accountants
Wilmette, Illinois
Illinois Certificate NO. 060-002892
Federal Certification No. 36-3097692
Audit Partner:  James E. Haran  (847)853-2580


January 19, 1996



<PAGE>



                         BOULEVARD COMMONS LIMITED PARTNERSHIP
                                  PROJECT NO. 071-35592

                                  SUPPLEMENTARY DATA
                               AFFIRMATIVE FAIR HOUSING




To the Partners                                      HUD Field Office Director
BOULEVARD COMMONS LIMITED PARTNERSHIP                Chicago, Illinois
Chicago, Illinois


We have audited the financial statements of BOULEVARD COMMONS LIMITED  
PARTNERSHIP, Project No. 071-35592, as of and for the year ended December 31, 
1995 and have issued our report thereon dated January 19, 1996.

We have applied  procedures  to test  BOULEVARD  COMMONS  LIMITED  PARTNERSHIP's
compliance  with the  Affirmative  Fair Housing  requirements  applicable to its
HUD-assisted programs, for the year ended December 31, 1995.

Our procedures were limited to the applicable  compliance  requirement described
in the  Consolidated  Audit Guide for Audits of HUD programs  issued by the U.S.
Department of Housing and Urban Development, Office of Inspector general in July
1993.  Our  procedures  were  substantially  less in scope  than an  audit,  the
objective of which would be the  expression  of an opinion on BOULEVARD  COMMONS
LIMITED PARTNERSHIP's compliance with the Affirmative Fair Housing requirements.
Accordingly, we do not express such an opinion.

The  results  of the test  disclosed  no  instances  of  noncompliance  that are
required to be reported herein under the Guide.

This report is intended for the information of the audit committee,  management,
and the Department of Housing and Urban Development.  However,  this report is a
matter of public record and its distribution is not limited.



/s/Haran & Associates LTD
HARAN & ASSOCIATES LTD
Certified Public Accountants
Illinois Certificate No. 060-002892
Federal Certification No. 36-3097692
Audit partner:  James E. Haran  (847)853-2580


January 19, 1996


<PAGE>


                       BOULEVARD COMMONS LIMITED PARTNERSHIP
                               PROJECT NO. 071-35592




                         CERTIFICATE OF GENERAL PARTNERS




                 We hereby certify that we have examined the accompanying

                 financial statements and supporting data for BOULEVARD

                 COMMONS LIMITED PARTNERSHIP and, to the best of our

                 knowledge and belief, the same is complete and accurate.



                             BOULEVARD COMMONS LIMITED PARTNERSHIP
                     FEDERAL EMPLOYER IDENTIFICATION NO. 36-3539155


                                By__________________________________________
                                          Robert C. King

                                          General Partner
                                Title______________________________________  

                                          January 19, 1996
                                Date________________________________________ 


                                By__________________________________________


                                          General Partner 
                                Title_______________________________________
                                          
                                          January 19, 1996 
                                Date________________________________________   



<PAGE>



                                    BOULEVARD COMMONS LIMITED PARTNERSHIP
                                            PROJECT NO. 071-35592




                                       CERTIFICATE OF MANAGEMENT AGENT




                 I hereby certify that I have examined the accompanying

                 financial statements and supporting data for BOULEVARD

                 COMMONS LIMITED PARTNERSHIP and, to the best of my

                 knowledge and belief, the same is complete and accurate.



                                 PRAIRIE MANAGEMENT CORPORATION
                       FEDERAL EMPLOYER IDENTIFICATION NO. 36-3520022
                                       MANAGEMENT AGENT


                         By__________________________________________
                                          Robert C. King
                         
                                          President
                         Title_______________________________________        


                                          January 19, 1996
                         Date________________________________________       






<PAGE>