SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, DC  20549

ANNUAL  REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
ACT OF 1934 (FEE REQUIRES)

For the fiscal year ended               March 31, 2000

Commission File Number                      0-19022

                       Gateway Tax Credit Fund II Ltd.
           (Exact name of Registrant as specified in its charter)
            Florida                                 65-0142704
(State or other jurisdiction of                ( I.R.S. Employer No.)
incorporation or organization)

     880 Carillon Parkway,   St. Petersburg,   Florida   33716
       (Address of principal executive offices)         (Zip Code)

Registrant's Telephone No., Including Area Code:   (727)573-3800

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:
Title of Each Class:  Beneficial Assignee Certificates

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 (Sec. 229.405 of this chapter)  is  not  contained
herein,  and  will 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

                                          Number of Units
  Title of Each Class                     March 31, 2000
Beneficial Assignee Certificates               2,310
General Partner Interest                          2

            DOCUMENTS INCORPORATED BY REFERENCE

Parts III and IV - Form S-11 Registration Statement and all amendments  and
supplements thereto.
               File No. 33-31821

PART I


Item 1.  Business

   Gateway  Tax  Credit  Fund  II Ltd. ("Gateway")  is  a  Florida  Limited
Partnership.   The  general partners are Raymond James  Tax  Credit  Funds,
Inc., the Managing General Partner, and Raymond James Partners, Inc.,  both
sponsors  of  Gateway Tax Credit Fund II Ltd. and wholly-owned subsidiaries
of Raymond James Financial, Inc.

   Pursuant  to  the  Securities Act of 1933, Gateway  filed  a  Form  S-11
Registration  Statement  with  the  Securities  and  Exchange   Commission,
effective  September  12,  1989, which covered the  offering  (the  "Public
Offering")   of   Gateway's  Beneficial  Assignee   Certificates   ("BACs")
representing  assignments  of  units for the  beneficial  interest  of  the
limited partnership interest of the Assignor Limited Partner.  The Assignor
Limited Partner was formed for the purpose of serving in that capacity  for
the Fund and will not engage in any other business.

   Gateway  is  engaged in only one industry segment,  to  acquire  limited
partnership  interests  in  unaffiliated  limited  partnerships   ("Project
Partnerships"),  each  of which owns and operates  one  or  more  apartment
complexes eligible for Low-Income Housing Tax Credits under Section  42  of
the Internal Revenue Code ("Tax Credits"), received over a ten year period.
Subject  to  certain  limitations, Tax Credits may  be  used  by  Gateway's
investors to reduce their income tax liability generated from other  income
sources.   Gateway  will  terminate on December 31,  2040,  or  sooner,  in
accordance  with  the terms of its Limited Partnership  Agreement.   As  of
March  31, 2000, Gateway had received capital contributions of $1,000  from
the General Partners and $37,228,000 from Assignees.

   Gateway offered BACs in five series.  BACs in the amounts of $6,136,000,
$5,456,000, $6,915,000, $8,616,000 and $10,105,000 for Series 2, 3,  4,  5,
and  6, respectively had been issued as of March 31, 2000.  Each series  is
treated  as  a  separate partnership, investing in a separate and  distinct
pool  of Project Partnerships.  Net proceeds from each series were used  to
acquire  Project  Partnerships  which are specifically  allocated  to  such
series.   Income  or  loss and all tax items from the Project  Partnerships
acquired  by each series are specifically allocated among the Assignees  of
such series.

   Operating profits and losses, cash distributions from operations and Tax
Credits  are allocated 99% to the Assignees and 1% to the General Partners.
Profit  or  loss  and  cash distributions from sales of  property  will  be
allocated as described in the Limited Partnership Agreement.

  As of March 31, 2000, Gateway had invested in 22 Project Partnerships for
Series 2, 23 Project Partnerships for Series 3, 29 Project Partnerships for
Series  4, 36 Project Partnerships for Series 5 and 38 Project Partnerships
for  Series  6.   Gateway  acquired its interests in  these  properties  by
becoming  a  limited  partner  in the Project  Partnerships  that  own  the
properties.  As of March 31, 2000 each series was fully invested in Project
Partnerships and management plans no new investments in the future.

   The  primary source of funds from the inception of each series has  been
the  capital contributions from Assignees.  Gateway's operating  costs  are
funded  using  the  reserves, established for this  purpose,  the  interest
earned   on   these  reserves  and  distributions  received  from   Project
Partnerships.

   All  but two of the Project Partnerships are government subsidized  with
mortgage  loans  from the Farmers Home Administration  (now  called  United
States  Department  of Agriculture - Rural Development)  ("USDA-RD")  under
Section  515 of the Housing Act of 1949.  These mortgage loans are made  at
low  interest  rates for multi-family housing in rural and suburban  areas,
with  the requirement that the interest savings be passed on to low  income
tenants  in the form of lower rents.  A significant portion of the  project
partnerships  also  receive  rental assistance from  USDA-RD  to  subsidize
certain qualifying tenants.

   The General Partners do not believe the Project Partnerships are subject
to   the   risks   generally   associated  with   conventionally   financed
nonsubsidized  apartment properties.  Risks related to  the  operations  of
Gateway  are  described in detail on pages 23 through 34 of the Prospectus,
as  supplemented,  under the Caption "Risk Factors" which  is  incorporated
herein by reference.  The investment objectives of Gateway are to:

     1)    Provide  tax  benefits to Assignees in the form of  Tax  Credits
     during  the  period  in which each Project is eligible  to  claim  tax
     credits;

     2)   Preserve and protect the capital contribution of Investors;

     3)    Participate  in any capital appreciation in  the  value  of  the
     Projects; and

     4)    Provide  passive  losses to i) individual  investors  to  offset
     passive  income  from  other  passive activities,  and  ii)  corporate
     investors to offset business income.

  The investment objectives and policies of Gateway are described in detail
on  pages  34  through  40  of the Prospectus, as supplemented,  under  the
caption  "Investment Objectives and Policies" which is incorporated  herein
by reference.

   Gateway's  goal  was  to invest in a diversified  portfolio  of  Project
Partnerships located in rural and suburban locations with a high demand for
low   income   housing.   As  of  March  31,  2000  the  investor   capital
contributions were successfully invested in Project Partnerships which  met
the  investment  criteria.   Management anticipates  that  competition  for
tenants  will only be with other low income housing projects and  not  with
conventionally financed housing.  With significant number of rural American
households   living  below  the  poverty  level  in  substandard   housing,
management  believes there will be a continuing demand for  affordable  low
income housing for the foreseeable future.

   Gateway has no direct employees.  Services are performed by the Managing
General  Partner  and  its affiliates and by agents retained  by  it.   The
Managing  General Partner has full and exclusive discretion  in  management
and control of Gateway.

Item 2.  Properties

   Gateway  owns  a  majority interest in properties  through  its  limited
partnership  investments  in  Project  Partnerships.   The  largest  single
investment  in  a Project Partnership in Series 2 is 15.9% of  the  Series'
total  assets, Series 3 is 10.8%, Series 4 is 7.7%, Series 5 is  12.3%  and
Series   6  is  15.8%.   The  following  table  provides  certain   summary
information  regarding the Project Partnerships in  which  Gateway  had  an
interest as of December 31, 1999:

Item 2 - Properties (continued):

SERIES 2
                                                                    OCCU-
                    LOCATION OF       # OF    DATE     PROPERTY     PANCY
PARTNERSHIP         PROPERTY          UNIT  ACQUIRED      COST       RATE
-----------         -----------      -----  -------------------   -----
Claxton Elderly     Claxton, GA          24     9/90    $   799,538   96%
Deerfield II        Douglas, GA          24     9/90        854,562   88%
Hartwell Family     Hartwell, GA         24     9/90        859,698  100%
Cherrytree Apts.    Albion, PA           33     9/90      1,439,636   97%
Springwood Apts.    Westfield, NY        32     9/90      1,511,700  100%
Lakeshore Apts.     Tuskegee, AL         34     9/90      1,267,543   97%
Lewiston            Lewiston, NY         25    10/90      1,233,935  100%
Charleston          Charleston, AR       32     9/90      1,076,098   91%
Sallisaw II         Sallisaw, OK         47     9/90      1,517,589   91%
Pocola              Pocola, OK           36    10/90      1,245,870   94%
Inverness Club      Inverness, FL        72     9/90      3,496,824   96%
Pearson Elderly     Pearson, GA          25     9/90        781,460   80%
Richland Elderly    Richland, GA         33     9/90      1,057,871   91%
Lake Park           Lake Park, GA        48     9/90      1,794,542   92%
Woodland Terrace    Waynesboro, GA       30     9/90      1,079,691   93%
Mt. Vernon Elderly  Mt. Vernon, GA       21     9/90        700,935   90%
Lakeland Elderly    Lakeland, GA         29     9/90        955,815  100%
Prairie Apartments  Eagle Butte, SD      21    10/90      1,258,895   76%
Sylacauga Heritage  Sylacauga, AL        44    12/90      1,761,852   91%
Manchester Housing  Manchester, GA       49     1/91      1,781,301   92%
Durango C.W.W.      Durango, CO          24     1/91      1,293,170  100%
Columbus Seniors    Columbus, KS         16     5/92        515,233  100%
                                      -----              ----------
                                        723             $28,283,758
                                       ====            ===========


The  aggregate average effective rental per unit is $3,372 per  year  ($281
per month).

Inverness  Club  Ltd.'s fixed asset total is 12.4% of the  Series  2  total
Project Partnership fixed assets.  Inverness Club was placed in service  in
October  1991,  is  located  on Florida's West  Coast  and  operates  as  a
low-income 72 unit apartment facility for the elderly.  It also  offers  an
optional congregate services package to all tenants.  The property competes
for  tenants with six other apartment properties in the area.   The  market
study estimated a demand for 100 elderly units.

Inverness  Club's  occupancy rate was 96% and its average effective  annual
rental per unit was $5,007 ($417 per month) on December 31, 1999.  The land
cost  was  $205,500 and the building cost was $3,291,324.  The building  is
depreciated  using  the straight line method over 27.5  years.   Management
believes  the property insurance coverage is adequate.  For the year  ended
December 31, 1999 the real estate taxes were $53,646.

Item 2 - Properties (continued):

SERIES 3
                                                                    OCCU-
                    LOCATION OF      #   OF   DATE   PROPERTY       PANCY
PARTNERSHIP         PROPERTY         UNIT   ACQUIRED  COST          RATE
-----------         -----------      -----  -------  --------       -----
Poteau II           Poteau, OK           52     8/90   $  1,789,148   98%
Sallisaw            Sallisaw, OK         52     8/90      1,744,103   92%
Nowata Properties   Oolagah, OK          32     8/90      1,148,484   84%
Waldron Properties  Waldron, AR          24     9/90        860,273   96%
Roland II           Roland, OK           52    10/90      1,804,010   92%
Stilwell            Stilwell, OK         48    10/90      1,597,701  100%
Birchwood Apts.     Pierre, SD           24     9/90      1,065,305   83%
Hornellsville       Arkport, NY          24     9/90      1,100,170   96%
Sunchase II         Watertown, SD        41     9/90      1,347,598   95%
CE McKinley II      Rising Sun, MD       16     9/90        818,824  100%
Weston Apartments   Weston, AL           10    11/90        339,949  100%
Countrywood Apts.   Centreville, AL      40    11/90      1,519,764  100%
Wildwood Apts.      Pineville, LA        28    11/90      1,084,325   93%
Hancock             Hawesville, KY       12    12/90        440,425  100%
Hopkins             Madisonville, KY     24    12/90        927,256   92%
Elkhart Apts.       Elkhart, TX          54     1/91      1,563,885   96%
Bryan Senior        Bryan, OH            40     1/91      1,187,114  100%
Brubaker Square     New Carlisle, OH     38     1/91      1,457,668   92%
Southwood           Savannah, TN         44     1/91      1,792,292   98%
Villa Allegra       Celina, OH           32     1/91      1,139,316   97%
Belmont Senior      Cynthiana, KY        24     1/91        935,143  100%
Heritage Villas     Helena, GA           25     3/91        824,759  100%
Logansport Seniors  Logansport, LA       32     3/91      1,086,394  100%
                                       ----              ----------
                                        768            $ 27,573,906
                                       ====            ===========

The average effective rental per unit is $3,014 per year ($251 per month).


Item 2 - Properties (continued):

SERIES 4
                                                                    OCCU-
                    LOCATION OF         #  OF   DATE     PROPERTY   PANCY
PARTNERSHIP         PROPERTY            UNIT   ACQUIRED    COST     RATE
-----------         -----------         ----   --------  --------   ------
Alsace              Soda Springs, ID       24    12/90   $   807,287   83%
Seneca Apartments   Seneca, MO             24     2/91       728,737   92%
Eudora Senior       Eudora, KS             36     3/91     1,257,482  100%
Westville           Westville, OK          36     3/91     1,101,686   83%
Wellsville Senior   Wellsville, KS         24     3/91       810,970  100%
Stilwell II         Stilwell, OK           52     3/91     1,657,974   90%
Spring Hill Sr.     Spring Hill, KS        24     3/91     1,036,369   92%
Smithfield          Smithfield, UT         40     4/91     1,841,135   95%
Tarpon Heights      Galliano, LA           48     4/91     1,493,434  100%
Oaks Apartments     Oakdale, LA            32     4/91     1,032,509   97%
Wynnwood Common     Fairchance, PA         34     4/91     1,679,018  100%
Chestnut            Howard, SD             24     5/91     1,057,315   71%
Apts -St. George    St. George, SC         24     6/91       940,861  100%
Williston           Williston, SC          24     6/91     1,002,600  100%
Brackettville Sr.   Brackettville, TX      32     6/91       991,966   97%
Sonora Seniors      Sonora, TX             32     6/91     1,013,315  100%
Ozona Seniors       Ozona, TX              24     6/91       759,843   96%
Fredericksburg Sr.  Fredericksburg, TX     48     6/91     1,402,563   98%
St. Joseph          St. Joseph, IL         24     6/91       976,453   88%
Courtyard           Huron, SD              21     6/91       848,626  100%
Rural Development   Ashland, ME            25     6/91     1,422,482  100%
Jasper Villas       Jasper, AR             25     6/91     1,101,517   88%
Edmonton Senior     Edmonton, KY           24     6/91       906,714   96%
Jonesville Manor    Jonesville, VA         40     6/91     1,723,784   95%
Norton Green        Norton, VA             40     6/91     1,697,734  100%
Owingsville Senior  Owingsville, KY        22     8/91       848,044  100%
Timpson Seniors     Timpson, TX            28     8/91       815,916   96%
Piedmont            Barnesville, GA        36     8/91     1,289,047   92%
S.F. Arkansas City  Arkansas City, KS      12     8/91       412,028   92%
                                         ----              ---------
                                          879            $32,657,409
                                         ====             ==========



The average effective rental per unit is $3,228 per year ($269 per month).



Item 2 - Properties (continued):

SERIES 5
                                                                     OCCU-
                    LOCATION OF         #   OF   DATE     PROPERTY   PANCY
PARTNERSHIP         PROPERTY            UNIT   ACQUIRED     COST     RATE
-----------         -----------         ----   --------   --------   -----
Seymour             Seymour, IN             37    8/91    1,518,441    97%
Effingham           Effingham, IL           24    8/91      980,617   100%
S.F. Winfield       Winfield, KS            12    8/91      400,920    83%
S.F.Medicine Lodge  Medicine Lodge,KS       16    8/91      564,559   100%
S.F. Ottawa         Ottawa, KS              24    8/91      707,449   100%
S.F. Concordia      Concordia, KS           20    8/91      686,962    95%
Highland View       Elgin, OR               24    9/91      888,290    75%
Carrollton Club     Carrollton, GA          78    9/91    3,217,901    96%
Scarlett Oaks       Lexington, SC           40    9/91    1,675,974   100%
Brooks Hill         Ellijay, GA             44    9/91    1,750,689   100%
Greensboro          Greensboro, GA          24    9/91      866,259    96%
Greensboro II       Greensboro, GA          33    9/91    1,088,664    97%
Pine Terrace        Wrightsville, GA        25    9/91      885,186    88%
Shellman            Shellman, GA            27    9/91      901,648   100%
Blackshear          Cordele, GA             46    9/91    1,593,662   100%
Crisp Properties    Cordele, GA             31    9/91    1,127,994   100%
Crawford            Crawford, GA            25    9/91      907,712    92%
Yorkshire           Wagoner, OK             60    9/91    2,553,154    97%
Woodcrest           South Boston, VA        40    9/91    1,574,776    95%
Fox Ridge           Russellville, AL        24    9/91      889,941    96%
Redmont II          Red Bay, AL             24    9/91      840,596   100%
Clayton             Clayton, OK             24    9/91      871,530   100%
Alma                Alma, AR                24    9/91      957,710   100%
Pemberton Village   Hiawatha, KS            24    9/91      766,979    92%
Magic Circle        Eureka, KS              24    9/91      796,127    96%
Spring Hill         Spring Hill, KS         36    9/91    1,449,378   100%
Menard Retirement   Menard, TX              24    9/91      760,852    88%
Wallis Housing      Wallis, TX              24    9/91      578,454    92%
Zapata Housing      Zapata, TX              40    9/91    1,238,405    98%
Mill Creek          Grove, OK               60   11/91    1,741,669    98%
Portland II         Portland, IN            20   11/91      746,097    90%
Georgetown          Georgetown, OH          24   11/91      931,542   100%
Cloverdale          Cloverdale, IN          24    1/92      946,288   100%
So. Timber Ridge    Chandler, TX            44    1/92    1,297,275   100%
Pineville           Pineville, MO           12    5/92      397,085    92%
Ravenwood           Americus, GA            24    1/94      900,996   100%
                                         -----            ---------
                                         1,106          $40,001,781
                                          ====           ===========



The average effective rental per unit is $3,214 per year ($268 per month).



Item 2 - Properties (continued):


SERIES 6
                                                                      OCCU-
                    LOCATION OF         #   OF   DATE     PROPERTY    PANCY
PARTNERSHIP         PROPERTY            UNIT   ACQUIRED     COST      RATE
-----------         -----------         -----  --------   --------    -----
Spruce              Pierre, SD              24    11/91    1,132,706   79%
Shannon             O'Neill, NE             16    11/91      665,527   94%
Carthage            Carthage, MO            24     1/92      723,610   96%
Mountain Crest      Enterprise, OR          39     3/92    1,238,874   72%
Coal City           Coal City, IL           24     3/92    1,221,905  100%
Blacksburg Terrace  Blacksburg, SC          32     4/92    1,323,070  100%
Frazer Place        Smyrna, DE              30     4/92    1,675,489   97%
Ehrhardt            Ehrhardt, SC            16     4/92      685,776   94%
Sinton              Sinton, TX              32     4/92    1,053,059   94%
Frankston           Frankston, TX           24     4/92      674,981  100%
Flagler Beach       Flagler Beach, FL       43     5/92    1,653,116  100%
Oak Ridge           Williamsburg, KY        24     5/92    1,037,966  100%
Monett              Monett, MO              32     5/92      962,304   97%
Arma                Arma, KS                28     5/92      876,606   96%
Southwest City      Southwest City, MO      12     5/92      389,366   83%
Meadowcrest         Luverne, AL             32     6/92    1,203,738   97%
Parsons             Parsons, KS             48     7/92    1,532,968   98%
Newport Village     Newport, TN             40     7/92    1,613,724  100%
Goodwater Falls     Jenkins, KY             36     7/92    1,393,363  100%
Northfield Station  Corbin, KY              24     7/92    1,022,561   83%
Pleasant Hill       Somerset, KY            24     7/92      954,810   88%
Winter Park         Mitchell, SD            24     7/92    1,257,402   92%
Cornell             Watertown, SD           24     7/92    1,084,258   92%
Heritage Drive So.  Jacksonville, TX        40     1/92    1,207,110  100%
Brodhead            Brodhead, KY            24     7/92      959,534   92%
Mt. Village         Mt. Vernon, KY          24     7/92      943,158   88%
Hazlehurst          Hazlehurst, MS          32     8/92    1,182,340   97%
Sunrise             Yankton, SD             33     8/92    1,414,746  100%
Stony Creek         Hooversville, PA        32     8/92    1,649,283   88%
Logan Place         Logan, OH               40     9/92    1,523,772   95%
Haines              Haines, AK              32     8/92    3,035,118   84%
Maple Wood          Barbourville, KY        24     8/92    1,007,744  100%
Summerhill          Gassville, AR           28     9/92      842,201   93%
Dorchester          St. George, SC          12     9/92      562,272  100%
Lancaster           Mountain View, AR       33     9/92    1,382,821  100%
Autumn Village      Harrison, AR            16     7/92      615,604  100%
Hardy               Hardy, AR               24     7/92      936,514  100%
Dawson              Dawson, GA              40    11/93    1,474,973   98%
                                          ----             ---------
                                         1,086           $44,114,369
                                          ====           ===========


The average effective rental per unit is $3,329 per year ($277 per month).

Item 2 - Properties (continued):
A summary of the cost of the properties at December 31, 1999, 1998 and 1997
is as follows:
                                 12/31/99
                         SERIES 2           SERIES 3         SERIES 4
Land                            $ 1,012,180      $  985,546     $ 1,188,112
Land Improvements                   123,358         379,665         137,610
Buildings                        26,249,454      25,015,969      29,894,951
Furniture and Fixtures              898,766       1,192,726       1,436,736
                                -----------     -----------     -----------
Properties, at Cost              28,283,758      27,573,906      32,657,409
Less: Accum.Depreciation          8,394,446      10,647,074       9,323,398
                                -----------     -----------     -----------
Properties, Net                $ 19,889,312    $ 16,926,832    $ 23,334,011
                                ===========     ===========     ===========

                         SERIES 5           SERIES 6         TOTAL
Land                            $ 1,456,671     $ 1,779,755     $ 6,422,264
Land Improvements                    66,384         517,455       1,224,472
Buildings                        36,914,988      39,804,795     157,880,157
Furniture and Fixtures            1,563,738       2,012,364       7,104,330
                                -----------     -----------    ------------
Properties, at Cost              40,001,781      44,114,369     172,631,223
Less: Accum.Depreciation         10,765,825      10,920,837      50,051,580
                                -----------     -----------    ------------
Properties, Net                $ 29,235,956    $ 33,193,532   $ 122,579,643
                                ===========     ===========    ============

                                 12/31/98
                         SERIES 2           SERIES 3         SERIES 4
Land                             $1,012,180       $ 985,546     $ 1,188,112
Land Improvements                   123,358         242,943         143,608
Buildings                        26,240,151      25,157,917      29,897,293
Furniture and Fixtures              902,400       1,116,780       1,408,453
                                -----------     -----------      ----------
Properties, at Cost
Less: Accum.Depreciation         28,278,089      27,503,186      32,637,466
                                  7,497,204       9,442,106       8,340,684
Properties, Net                 -----------    ------------      ----------
                                $20,780,885     $18,061,080     $24,296,782
                                ===========     ===========     ===========

                         SERIES 5           SERIES 6         TOTAL
Land                            $ 1,456,671     $ 1,779,755     $ 6,422,264
Land Improvements                    59,966         475,244       1,045,119
Buildings                        36,889,183      39,742,035     157,926,579
Furniture and Fixtures            1,523,727       1,960,336       6,911,696
                                 ----------      ----------     -----------
Properties, at Cost              39,929,547      43,957,370     172,305,658
Less: Accum.Depreciation          9,481,184       9,550,937      44,312,115
                                 ----------      ----------     -----------
Properties, Net                 $30,448,363     $34,406,433    $127,993,543
                                ===========     ===========    ============

                                   12/31/97
                         SERIES 2           SERIES 3         SERIES 4
Land                            $ 1,012,180     $   985,546     $ 1,188,112
Land Improvements                   118,113         242,943         123,230
Buildings                        26,235,180      25,126,561      29,953,004
Furniture and Fixtures              887,906       1,079,796       1,345,403
Construction in Progress                  0               0           9,011
                                 ----------      ----------      ----------
Properties, at Cost              28,253,379      27,434,846      32,618,760
Less: Accum.Depreciation          6,581,790       8,538,755       7,324,765
                                 ----------      ----------      ----------
Properties, Net                 $21,671,589     $18,896,091     $25,293,995
                                ===========     ===========     ===========

                         SERIES 5           SERIES 6         TOTAL
Land                            $ 1,461,156     $ 1,779,755    $  6,426,749
Land Improvements                    71,317         478,286       1,033,889
Buildings                        36,827,233      39,721,640     157,863,618
Furniture and Fixtures            1,490,535       1,886,188       6,689,828
Construction in Progress                  0               0           9,011
                                 ----------      ----------     -----------
Properties, at Cost              39,850,241      43,865,869     172,023,095
Less: Accum.Depreciation          8,170,490       8,136,483      38,752,283
                                 ----------      ----------     -----------
Properties, Net                 $31,679,751     $35,729,386    $133,270,812
                                ===========     ===========     ===========

Item 3.  Legal Proceedings

  Gateway is not a party to any material pending legal proceedings.

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

   As  of  March 31, 2000, no matters were submitted to a vote of  security
holders, through the solicitation of proxies or otherwise.

                          PART II

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

(a)  Gateway's  Limited  Partnership  interests  (BACs)  are  not  publicly
     traded.    There  is  no  market  for  Gateway's  Limited  Partnership
     interests  and it is unlikely that any will develop.  No transfers  of
     Limited  Partnership Interest or BAC Units are permitted  without  the
     prior  written  consent of the Managing General Partner.   There  have
     been  several  transfers from inception to date with most  being  from
     individuals to their trusts or heirs.  The Managing General Partner is
     not  aware  of  the  price at which the units  are  transferred.   The
     conditions  under which investors may transfer units  is  found  under
     ARTICLE  XII  -   "Issuance of BAC'S" on pages A-29 and  A-30  of  the
     Limited   Partnership  Agreement  within  the  Prospectus,  which   is
     incorporated herein by reference.

               There have been no distributions to Assignees from inception
     to date.

(b)  Approximate Number of Equity Security Holders:

Title of Class                             Number of Holders
                                          as of March 31, 2000
Beneficial Assignee Certificates                2,310
General Partner Interest                          2

Item 6.  Selected Financial Data

FOR THE YEARS ENDED MARCH 31,:
SERIES 2         2000        1999        1998       1997         1996
                 ----        ----        ----       ----         ----
Total
Revenues       $  40,198  $  41,405   $  41,272   $  36,217    $  36,532

Net Loss        (166,538)  (221,305)   (337,693)   (582,633)    (591,355)

Equity in
Losses of
Project
Partnerships    (115,544)  (126,899)   (288,412)   (527,175)    (537,111)

Total Assets     723,067    853,057   1,045,569   1,345,931    1,893,838

Investments
In Project
Partnerships     208,215    331,579     510,805     814,883    1,350,923

Per BAC: (A)

Tax Credits       166.30     166.30      166.40      166.40       166.30
Portfolio
   Income          12.20      12.90       13.10       12.10        11.20
Passive Loss     (141.60)   (144.60)    (147.90)    (141.90)     (126.10)

Net Loss          (26.87)    (35.71)     (54.48)     (94.00)      (95.41)



FOR THE YEARS ENDED MARCH 31,:
SERIES 3         2000        1999        1998       1997         1996
                 ----        ----        ----       ----         ----
Total
Revenues       $  51,385  $  44,329   $  65,111   $  31,128   $   31,179

Net Loss        (147,068)  (187,324)   (221,508)   (341,282)    (470,880)

Equity in
Losses of
Project
Partnerships    (114,700)  (105,820)   (198,168)   (285,853)    (421,996)

Total Assets     545,897    669,866     846,210   1,043,223    1,362,838

Investments
In Project
Partnerships     100,190    218,820     378,000     584,189      901,663

Per BAC: (A)

Tax Credits        68.90     164.30      176.60      176.40       176.65
Portfolio
   Income          12.80      14.10       20.10       13.90        14.00
Passive Loss     (151.20)   (145.00)    (154.10)    (146.40)     (143.30)

Net Loss          (26.69)    (33.99)     (40.19)     (61.93)      (85.44)



Item 6.  Selected Financial Data

FOR THE YEARS ENDED MARCH 31,:
SERIES 4         2000        1999        1998       1997         1996
                 ----        ----        ----       ----         ----
Total
Revenues       $  48,997  $  46,672   $  44,309   $  41,455    $  42,246

Net Loss        (235,491)  (348,671)   (485,415)   (696,010)    (705,639)

Equity in
Losses of
Project
Partnerships    (175,823)  (208,919)   (421,886)   (635,178)    (644,865)

Total Assets   1,082,020  1,280,602   1,600,054   2,048,377    2,711,102

Investments
In Project
Partnerships     487,692    676,348     981,823   1,423,319    2,073,510

Per BAC: (A)

Tax Credits       168.60     168.60      168.60      168.60       168.60
Portfolio
   Income          14.30      14.10       13.70       13.20        12.90
Passive Loss     (137.50)   (136.00)    (157.20)    (149.30)     (142.30)

Net Loss          (33.71)    (49.92)     (69.50)     (99.65)     (101.02)


FOR THE YEARS ENDED MARCH 31,:
SERIES 5         2000        1999        1998       1997         1996
                 ----        ----        ----       ----         ----
Total
Revenues       $  65,839  $  64,661   $  54,417   $  52,985   $   54,273

Net Loss        (243,982)  (403,555)   (813,502)   (997,362)    (781,436)

Equity in
Losses of
Project
Partnerships    (178,140)  (300,042)   (728,729)   (911,965)    (700,127)

Total Assets   1,728,422  1,932,914   2,306,065   3,078,890    4,041,606

Investments
In Project
Partnerships     951,449  1,145,581   1,500,087   2,268,632    3,211,868

Per BAC: (A)

Tax Credits       164.60     164.60      164.60      164.70       164.60
Portfolio
   Income          14.30      14.40       14.10       13.10        12.50
Passive Loss     (134.60)   (149.20)    (141.60)    (137.80)     (124.30)

Net Loss          (28.03)    (46.37)     (93.47)    (114.60)      (89.79)


Item 6.  Selected Financial Data

FOR THE YEARS ENDED MARCH 31,:
SERIES 6         2000        1999        1998       1997         1996
                 ----        ----        ---        ----         ----
Total
Revenues       $  54,234  $  50,722   $  49,707   $  47,326    $  48,446

Net Loss        (531,947)  (701,324)   (870,137)   (915,827)    (821,024)

Equity in
Losses of
Project
Partnerships    (433,597)  (601,405)   (761,923)   (805,310)    (710,986)

Total Assets   2,793,368  3,272,734   3,930,665   4,748,789    5,612,685

Investments
In Project
Partnerships   1,997,390  2,464,086   3,102,793   3,912,526    4,769,625

Per BAC: (A)

Tax Credits       165.50     165.50      165.50      165.40       165.40
Portfolio
   Income          12.70      12.90       12.90       11.30        10.70
Passive Loss     (126.50)   (129.30)    (124.30)    (122.10)     (117.30)

Net Loss          (52.12)    (68.54)     (85.25)     (89.72)      (80.44)




(A)  The per BAC tax information is as of December 31, the year end for tax
purposes.

The  above selected financial data should be read in conjunction  with  the
financial statements and related notes appearing elsewhere in this  report.
This  statement is not covered by the auditor's opinion included  elsewhere
in this report.

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

Results of Operations, Liquidity and Capital Resources

   Operations commenced on September 14, 1990, with the first admission  of
Assignees  in Series 2.  The proceeds from Assignees' capital contributions
available  for  investment  were  used  to  acquire  interests  in  Project
Partnerships.

  As  disclosed on the statement of operations for each Series,  except  as
described  below, interest income is comparable for the years  ended  March
31,   2000,   March  31,  1999  and  March  31,  1998.   The  General   and
Administrative  expenses - General Partner and General  and  Administrative
expenses - Other for the year ended March 31, 2000 are comparable to  March
31, 1999 and March 31, 1998.

  The  capital  resources  of  each Series are  used  to  pay  General  and
Administrative   operating  costs  including  personnel,   supplies,   data
processing,   travel   and  legal  and  accounting  associated   with   the
administration and monitoring of Gateway and the Project Partnerships.  The
capital  resources are also used to pay the Asset Management  Fee  due  the
Managing  General Partner, but only to the extent that Gateway's  remaining
resources are sufficient to fund Gateway's ongoing needs.  (Payment of  any
Asset Management Fee unpaid at the time Gateway sells its interests in  the
Project  Partnerships  is  subordinated to the  return  of  the  investors'
original capital contributions).

  The  sources of funds to pay the operating costs of each Series are short
term investments and interest earned thereon, the maturity of U.S. Treasury
Security Strips ("Zero Coupon Treasuries") which were purchased with  funds
set  aside  for this purpose, and cash distributed to the Series  from  the
operations of the Project Partnerships.

  From inception, no Series has paid distributions and management does  not
anticipate distributions in the future.

  Series  2  -  Gateway  closed this series on  September  14,  1990  after
receiving $6,136,000 from 375 Assignees.  As of March 31, 2000, the  series
had  invested  $4,524,678 in 22 Project Partnerships located in  10  states
containing   723  apartment  units.   Average  occupancy  of  the   Project
Partnerships was 94% at December 31, 1999.

  Equity  in Losses of Project Partnerships of $115,544 for the year  ended
March 31, 2000 were comparable to the year ended March 31, 1999.  Equity in
Losses  of Project Partnerships decreased from $288,412 for the year  ended
March  31,  1998  to  $126,899 for the year ended  March  31,  1999.   This
decrease was due to additional suspended losses of $575,862 as these losses
would reduce the investment in certain Project Partnerships below zero.  In
general, it is common in the real estate industry to experience losses  for
financial  and tax reporting purposes because of the non-cash  expenses  of
depreciation  and  amortization.   (These  Project  Partnerships   reported
depreciation  and amortization of $935,616, $919,877 and $897,242  for  the
years  ended December 31, 1997, 1998, and 1999 respectively.)  As a result,
management expects that this Series, as well as those described below, will
report  its equity in Project Partnerships as a loss for tax and  financial
reporting  purposes.  Overall, management believes the Project Partnerships
are  operating  as  expected  and are generating  tax  credits  which  meet
projections.

 At March 31, 2000, the Series had $188,570 of short-term investments (Cash
and Cash Equivalents).  It also had $326,282 in Zero Coupon Treasuries with
annual  maturities  providing $51,806 in fiscal  year  1999  increasing  to
$66,285 in fiscal year 2007.  Management believes the sources of funds  are
sufficient  to meet current and ongoing operating costs for the foreseeable
future, and to pay part of the Asset Management Fee.

  As disclosed on the statement of cash flows, the Series had a net loss of
$166,538 for the year ending March 31, 2000.  However, after adjusting  for
Equity  in  Losses of Project Partnerships of $115,544 and the  changes  in
operating assets and liabilities, net cash used in operating activities was
$21,967, of which $33,506 was the Asset Management Fee actually paid.  Cash
provided by investing activities totaled $41,024, consisting of $11,727  in
cash  distributions from the Project Partnerships and $29,297 from  matured
Zero Coupon Treasuries. There were no unusual events or trends to describe.

 Series 3 - Gateway closed this series on December 13, 1990 after receiving
$5,456,000  from  398  Assignees.  As of March  31,  2000  the  series  had
invested  $3,888,713  in  23  Project Partnerships  located  in  12  states
containing  768  apartment  units.    Average  occupancy  of  the   Project
Partnerships was 96% as of December 31, 1999.

  Equity in Losses of Project Partnerships decreased from $198,168 for  the
year ended March 31, 1998 to $105,820 for the year ended March 31, 1999 and
increased to $114,700 for the year ended March 31, 2000.  The decrease  was
due  to suspended losses increasing from $463,688 to $548,603 for the years
ended March 31, 1998 and 1999 respectively.  These losses would reduce  the
investment  in  certain  Project  Partnerships  below  zero.    A   Project
Partnership  had a change in Accounting Principle as a result  of  changing
its  method of depreciating buildings.  The effect of the change  increased
the  net loss of the Project Partnership for the year ended March 31,  2000
by  approximately $278,000.  As presented in Note 2, Gateway's share of net
loss increased from $654,423 in 1998 to $988,019 in 1999.  Suspended Losses
increased  from $548,603 for the year ended March 31, 1999 to $873,319  for
the year ended March 31, 2000.  These losses would reduce the investment in
Project  Partnerships  below  zero.  (These Project  Partnerships  reported
depreciation and amortization of $923,055, $913,619 and $1,213,599 for  the
years  ended  December  31, 1997, 1998 and 1999,  respectively.)   Overall,
management  believes these Project Partnerships are operating  as  expected
and are generating tax credits which meet projections.

 At March 31, 2000, the Series had $155,487 of short-term investments (Cash
and Cash Equivalents).  It also had $290,220 in Zero Coupon Treasuries with
annual  maturities  providing $46,066 in fiscal  year  1999  increasing  to
$58,940  in fiscal year 2007.  Management believes these sources  of  funds
are  sufficient to meet the Series' current and ongoing operating costs for
the foreseeable future, and to pay part of the Asset Management Fee.

  As disclosed on the statement of cash flows, the Series had a net loss of
$147,068  for the year ended March 31, 2000.  However, after adjusting  for
Equity  in  Losses of Project Partnerships of $114,700 and the  changes  in
operating assets and liabilities, net cash used in operating activities was
$34,008, of which $41,666 was the Asset Management Fee actually paid.  Cash
provided  by  investing activities totaled $51,514, consisting of  $25,455,
adjusted  by  $22,645  included  in Other  Income,  in  cash  distributions
received from the Project Partnerships and $26,059 from matured Zero Coupon
Treasuries.  There were no unusual events or trends to describe.

  Series  4  -  Gateway closed this series on May 31, 1991 after  receiving
$6,915,000  from  465  Assignees.  As of March 31,  2000,  the  series  had
invested  $4,952,519  in  29  Project Partnerships  located  in  16  states
containing   879  apartment  units.   Average  occupancy  of  the   Project
Partnerships was 95% at December 31, 1999.

  Equity  in Losses of Project Partnerships of $175,823 for the year  ended
March 31, 2000 were comparable to the year ended March 31, 1999.  Equity in
Losses  of Project Partnerships decreased from $421,886 for the year  ended
March  31,  1998  to  $208,919 for the year ended  March  31,  1999.   This
decrease was due to additional suspended losses of $506,511 as these losses
would  reduce  the investment in certain Project Partnerships  below  zero.
(These  Project  Partnerships  reported depreciation  and  amortization  of
$1,060,885, $1,016,293 and $983,083 for the years ended December 31,  1997,
1998  and 1999, respectively.)  Overall, management believes these  Project
Partnerships are operating as expected and are generating tax credits which
meet projections.

 At March 31, 2000, the Series had $226,648 of short-term investments (Cash
and Cash Equivalents).  It also had $367,680 in Zero Coupon Treasuries with
annual  maturities  providing $58,383 in fiscal  year  2000  increasing  to
$74,700  in fiscal year 2007.  Management believes these sources  of  funds
are  sufficient to meet the Series' current and ongoing operating costs for
the foreseeable future, and to pay part of the Asset Management Fee.

  As disclosed on the statement of cash flows, the Series had a net loss of
$235,491  for the year ended March 31, 2000.  However, after adjusting  for
Equity  in  Losses of Project Partnerships of $175,823 and the  changes  in
operating assets and liabilities, net cash used in operating activities was
$31,209, of which $42,629 was the Asset Management Fee actually paid.  Cash
provided by investing activities totaled $50,225, consisting of $17,210  in
cash  distributions from the Project Partnerships and $33,015 from  matured
Zero  Coupon  Treasuries.   There  were no  unusual  events  or  trends  to
describe.

 A Project Partnership located in Howard, SD experienced significant cash
shortages from operations in 1998 and 1999 due to low occupancy as a result
of layoffs at a local major employer.  The local general partner partially
funded the deficit by lending $22,000, $15,855 and $12,800 in 1997, 1998
and 1999 respectively.  They also have deferred management fees totaling
$41,041 for these same years.  The project had a rent increase of $40 per
unit as of January 1999.  Management does not expect any materially adverse
effect to Gateway from this Project Partnership.

  Series 5 - Gateway closed this series on October 11, 1991 after receiving
$8,616,000  from  535  Assignees.  As of March 31,  2000,  the  series  had
invested  $6,164,472  in  36  Project Partnerships  located  in  13  states
containing  1,106  apartment  units.   Average  occupancy  of  the  Project
Partnerships was 97% as of December 31, 1999.

  Equity in Losses of Project Partnerships decreased from $728,729 for  the
year ended March 31, 1998 to $300,042 for the year ended March 31, 1999 and
to $178,140 for the year ended March 31, 2000.  These decreases were due to
additional  suspended losses of $680,755 and $713,592 for the  years  ended
March  31,  1999  and 2000 respectively, as these losses would  reduce  the
investment  in  certain Project Partnerships below  zero.   (These  Project
Partnerships   reported  depreciation  and  amortization   of   $1,331,686,
$1,312,998 and $1,286,201 for the years ended December 31, 1997,  1998  and
1999,   respectively.)    Overall,  management   believes   these   Project
Partnerships are operating as expected and are generating tax credits which
meet projections.

 At March 31, 2000, the Series had $318,707 of short-term investments (Cash
and Cash Equivalents).  It also had $458,266 in Zero Coupon Treasuries with
annual  maturities  providing $72,745 in fiscal  year  2000  increasing  to
$93,075  in fiscal year 2007.  Management believes these sources  of  funds
are  sufficient to meet the Series' current and ongoing operating costs for
the foreseeable future, and to pay part of the Asset Management Fee.

  As disclosed on the statement of cash flows, the Series had a net loss of
$243,982  for the year ended March 31, 2000.  However, after adjusting  for
Equity  in  Losses of Project Partnerships of $178,140 and the  changes  in
operating assets and liabilities, net cash used in operating activities was
$42,386, of which $58,738 was the Asset Management Fee actually paid.  Cash
provided  by investing activities totaled $68,099 consisting of $26,951  in
cash  distributions from the Project Partnerships and $41,148 from  matured
Zero  Coupon  Treasuries.   There  were no  unusual  events  or  trends  to
describe.

  Series  6  - Gateway closed this series on March 11, 1992 after receiving
$10,105,000  from  625  Assignees.  As of March 31, 2000,  the  series  had
invested  $7,462,215  in  38  Project Partnerships  located  in  19  states
containing  1,086  apartment  units.   Average  occupancy  of  the  Project
Partnerships was 95% as of December 31, 1999.

  Equity in Losses of Project Partnerships decreased from $761,923 for  the
year ended March 31, 1998 to $601,405 for the year ended March 31, 1999 and
to $433,597 for the year ended March 31, 2000.  These decreases were due to
additional  suspended losses of $380,506 and $430,306 for the  years  ended
March  31,  1999  and 2000 respectively, as these losses would  reduce  the
investment  in  certain Project Partnerships below  zero.   (These  Project
Partnerships   reported  depreciation  and  amortization   of   $1,474,599,
$1,414,757 and $1,371,839 for the years ended December 31, 1997,  1998  and
1999,   respectively.)    Overall,  management   believes   these   Project
Partnerships are operating as expected and are generating tax credits which
meet projections.

 At March 31, 2000, the Series had $422,800 of short-term investments (Cash
and Cash Equivalents).  It also had $373,178 in Zero Coupon Treasuries with
annual  maturities  providing $58,000 in fiscal  year  1999  increasing  to
$83,000  in fiscal year 2007.  Management believes these sources  of  funds
are  sufficient to meet the Series' current and ongoing operating costs for
the foreseeable future, and to pay part of the Asset Management Fee.

  As disclosed on the statement of cash flows, the Series had a net loss of
$531,947  for the year ended March 31, 2000.  However, after adjusting  for
Equity  in  Losses of Project Partnerships of $433,597 and the  changes  in
operating assets and liabilities, net cash used in operating activities was
$46,912, of which $56,059 was the Asset Management Fee actually paid.  Cash
provided  by  investing activities totaled $61,040  of  which  $26,174  was
received  in  cash distributions from the Project Partnerships and  $34,866
from  matured  Zero  Coupon Treasuries.  There were no  unusual  events  or
trends to describe.


Item 8. Financial Statements and Supplementary Data

                       INDEPENDENT AUDITOR'S REPORT



To the Partners of Gateway Tax Credit Fund II Ltd.

      We  have audited the accompanying balance sheets of each of the  five
Series (Series 2 through 6) constituting Gateway Tax Credit Fund II Ltd. (a
Florida  Limited Partnership) as of March 31, 2000 and 1999 and the related
statements  of  operations, partners' equity (deficit), and cash  flows  of
each  of  the  five Series for each of the three years in the period  ended
March  31, 2000.  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  did  not  audit  the
financial  statements of certain underlying Project Partnerships  owned  by
Gateway  Tax  Credit  Fund II Ltd. for each of the periods  presented,  the
investments  in  which are recorded using the equity method of  accounting.
The  investments in these partnerships total the following as of March  31,
2000  and  1999 and the equity in their losses total for each of the  three
years in the period ended March 31, 2000:

                          Assets                  Partnership Loss
                         March 31,              Year Ended March 31,
                         --------               --------------------
                      2000       1999        2000       1999        1998
                      ----       ----        ----       ----        ----

Series 2            $ 90,889           $  $  92,023   $ 107,106   $ 228,377
                                 186,641
Series 3               38,455    118,646      79,587     65,214     143,165
Series 4              332,955    471,161     130,892    187,477     320,588
Series 5              599,300    690,078      83,458     74,842     485,727
Series 6              825,578  1,122,059     276,688    301,060     506,231


Those  statements  were audited by other auditors whose reports  have  been
furnished  to  us, and our opinion, insofar as it relates  to  the  amounts
included  for such underlying partnerships, is based solely on the  reports
of the other auditors.

     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
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 each of the  five  Series  (Series  2
through  6)  constituting Gateway Tax Credit Fund II Ltd. as of  March  31,
2000 and 1999, and the results of their operations and their cash flows for
each  of  the three years in the period ended March 31, 2000, in conformity
with generally accepted accounting principles.

      Our  audits  were made for the purpose of forming an opinion  on  the
basic  financial statements taken as a whole.  The schedules  listed  under
Item 14(a)(2) in the index are presented for purposes of complying with the
Securities  and Exchange Commission's rules and are not part of  the  basic
financial statements.  These schedules have been subjected to the  auditing
procedures applied in the audit of the basic financial statements  and,  in
our  opinion, based on our audits and the reports of other auditors, fairly
state  in all material respects the financial data required to be set forth
therein in relation to the basic financial statements taken as a whole.

      As  discussed  in  Note  2,  one of the Project  Partnerships,  whose
financial  statements were audited by other auditors, changed their  method
of computing depreciation for the year ended December 31, 1999.



                                  /s/ Spence, Marston, Bunch, Morris & Co.
                                  SPENCE, MARSTON, BUNCH, MORRIS & CO.
                                  Certified Public Accountants

Clearwater, Florida
July 6, 2000

PART I - Financial Information
 Item 1.  Financial Statements
                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                              BALANCE SHEETS
                          MARCH 31, 2000 AND 1999

SERIES 2                                          2000           1999
                                                  ----           ----
ASSETS
Current Assets:
 Cash and Cash Equivalents                       $  188,570    $   169,513
 Investments in Securities                           51,800         49,538
                                                 ----------     ----------
  Total Current Assets                              240,370        219,051

 Investments in Securities                          274,482        302,427
 Investments in Project Partnerships, Net           208,215        331,579
                                                 ----------     ----------
    Total Assets                                 $  723,067     $  853,057
                                                 ==========     ==========
LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
 Payable to General Partners                     $   45,773     $   44,229
                                                 ----------     ----------
  Total Current Liabilities                          45,773         44,229
                                                 ----------     ----------
Long-Term Liabilities:
 Payable to General Partners                        361,953        326,949
                                                 ----------     ----------
Partners' Equity (deficit):
Assignor Limited Partner
 Units of limited partnership interest
consisting of 40,000 authorized BAC's, of
which 37,228 at March 31, 2000 and 1999 have
been issued to the assignees
Assignees
 Units of beneficial interest of the limited
partnership interest of the assignor limited
partner, $1,000 stated value per BAC, 37,228
at March  31, 2000 and 1999, issued and
outstanding                                        365,987         530,860
General Partners                                   (50,646)        (48,981)
                                                 ----------     ----------
  Total Partners' Equity                            315,341        481,879
                                                 ----------     ----------
    Total Liabilities and Partners' Equity        $ 723,067      $ 853,057
                                                 ==========     ==========


              See accompanying notes to financial statements.


                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                              BALANCE SHEETS
                          MARCH 31, 2000 AND 1999
SERIES 3                                            2000          1999
                                                    ----          ----
ASSETS
Current Assets:
 Cash and Cash Equivalents                        $ 155,487     $  137,981
 Investments in Securities                           46,075         44,063
                                                  ---------     ----------
  Total Current Assets                              201,562        182,044

 Investments in Securities                           244,145       269,002
 Investments in Project Partnerships, Net            100,190       218,820
                                                  ----------    ----------
    Total Assets                                  $  545,897    $  669,866
                                                  ==========    ==========
LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
 Payable to General Partners                      $   49,763    $   48,298
                                                  ----------    ----------
  Total Current Liabilities                           49,763        48,298
                                                  ----------    ----------
Long-Term Liabilities:
 Payable to General Partners                         269,872       248,238
                                                  ----------    ----------
Partners' Equity (deficit):
Assignor Limited Partner
 Units of limited partnership interest
consisting of 40,000 authorized BAC's, of which
37,228 at March 31, 2000 and  1999 have been
issued to the assignees
Assignees
 Units of beneficial interest of the limited
partnership interest of the assignor limited
partner, $1,000 stated value per BAC, 37,228 at
March  31, 2000 and 1999, issued and
outstanding                                          271,815       417,412
General Partners                                     (45,553)      (44,082)
                                                 -----------   -----------
  Total Partners' Equity                             226,262       373,330
                                                 -----------   -----------
    Total Liabilities and Partners' Equity         $ 545,897    $  669,866
                                                 ===========   ===========


              See accompanying notes to financial statements.


                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                              BALANCE SHEETS
                          MARCH 31, 2000 AND 1999
SERIES 4                                             2000          1999
                                                     ----          ----
ASSETS
Current Assets:
 Cash and Cash Equivalents                        $  226,648    $   207,632
 Investments in Securities                            58,372         55,823
                                                  -----------   -----------
  Total Current Assets                                285,020       263,455

 Investments in Securities                            309,308       340,799
 Investments in Project Partnerships, Net             487,692       676,348
                                                  -----------   -----------
    Total Assets                                  $ 1,082,020   $ 1,280,602
                                                  ===========   ===========
LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
 Payable to General Partners                        $  54,952     $  53,248
                                                   ----------    ----------
  Total Current Liabilities                            54,952        53,248
                                                   ----------    ----------
Long-Term Liabilities:
 Payable to General Partners                          348,096       312,891
                                                   ----------    ----------
Partners' Equity (deficit):
Assignor Limited Partner
 Units of limited partnership interest
consisting of 40,000 authorized BAC's,  of which
37,228 at March 31, 2000 and  1999 have been
issued to the assignees
Assignees
 Units of beneficial interest of the limited
partnership interest of the assignor limited
partner, $1,000 stated value per BAC, 37,228 at
March  31, 2000 and 1999, issued and
Outstanding                                           732,836       965,972
General Partners                                      (53,864)      (51,509)
                                                  -----------   -----------
  Total Partners' Equity                              678,972       914,463
                                                  -----------   -----------
    Total Liabilities and Partners' Equity         $1,082,020   $ 1,280,602
                                                  ===========   ===========


              See accompanying notes to financial statements.


                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                              BALANCE SHEETS
                          MARCH 31, 2000 AND 1999
SERIES 5                                             2000          1999
                                                     ----          ----
 ASSETS
Current Assets:
 Cash and Cash Equivalents                         $  318,707   $   292,994
 Investments in Securities                             72,753        69,576
                                                  -----------   -----------
  Total Current Assets                                391,460       362,570

 Investments in Securities                            385,513       424,763
 Investments in Project Partnerships, Net             951,449     1,145,581
                                                 ------------  ------------
    Total Assets                                   $1,728,422   $ 1,932,914
                                                 ============  ============
LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
 Payable to General Partners                       $   73,415    $   71,427
                                                  -----------   -----------
  Total Current Liabilities                            73,415        71,427
                                                  -----------   -----------
Long-Term Liabilities:
 Payable to General Partners                          345,734       308,232
                                                  -----------   -----------
Partners' Equity (deficit):
Assignor Limited Partner
 Units of limited partnership interest
consisting of 40,000 authorized BAC's, of which
37,228 at March 31, 2000 and  1999 have been
issued to the assignees
Assignees
 Units of beneficial interest of the limited
partnership interest of the assignor limited
partner, $1,000 stated value per BAC, 37,228 at
March  31, 2000 and 1999, issued and
Outstanding                                         1,371,804     1,613,346
General Partners                                      (62,531)      (60,091)
                                                  -----------   -----------
  Total Partners' Equity                            1,309,273     1,553,255
                                                  -----------   -----------
    Total Liabilities and Partners' Equity         $1,728,422   $ 1,932,914
                                                  ===========   ===========


              See accompanying notes to financial statements.


                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                              BALANCE SHEETS
                          MARCH 31, 2000 AND 1999
SERIES 6                                             2000         1999
                                                     ----         ----
ASSETS
Current Assets:
 Cash and Cash Equivalents                          $ 422,800    $ 408,672
 Investments in Securities                             55,114       52,341
                                                  -----------  -----------
  Total Current Assets                                477,914      461,013

 Investments in Securities                            318,064      347,635
 Investments in Project Partnerships, Net           1,997,390    2,464,086
                                                  -----------  -----------
    Total Assets                                   $2,793,368  $ 3,272,734
                                                  ===========  ===========
LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
 Payable to General Partners                        $  69,212   $   67,059
                                                  -----------  -----------
  Total Current Liabilities                            69,212       67,059
                                                  -----------  -----------
Long-Term Liabilities:
 Payable to General Partners                          438,798      388,370
                                                  -----------  -----------
Partners' Equity (deficit):
Assignor Limited Partner
 Units of limited partnership interest
consisting of 40,000 authorized BAC's, of which
37,228 at March 31, 2000 and  1999 have been
issued to the assignees
Assignees
 Units of beneficial interest of the limited
partnership interest of the assignor limited
partner, $1,000 stated value per BAC, 37,228 at
March  31, 2000 and 1999, issued and
Outstanding                                         2,351,230    2,877,858
General Partners                                      (65,872)     (60,553)
                                                   ----------   ----------
  Total Partners' Equity                            2,285,358    2,817,305
                                                   ----------   ----------
    Total Liabilities and Partners' Equity         $2,793,368   $3,272,734
                                                  ===========  ===========


              See accompanying notes to financial statements.


                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                              BALANCE SHEETS
                          MARCH 31, 2000 AND 1999
TOTAL SERIES 2 - 6                                 2000           1999
                                                   ----           ----
ASSETS
Current Assets:
 Cash and Cash Equivalents                       $1,312,212    $ 1,216,792
 Investments in Securities                          284,114        271,341
                                                -----------    -----------
  Total Current Assets                            1,596,326      1,488,133

 Investments in Securities                        1,531,512      1,684,626
 Investments in Project Partnerships, Net         3,744,936      4,836,414
                                                -----------    -----------
    Total Assets                                 $6,872,774    $ 8,009,173
                                                ===========    ===========
LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
 Payable to General Partners                     $  293,115    $   284,261
                                                -----------    -----------
  Total Current Liabilities                         293,115        284,261
                                                -----------    -----------
Long-Term Liabilities:
 Payable to General Partners                      1,764,453      1,584,680
                                                -----------    -----------
Partners' Equity (deficit):
Assignor Limited Partner
 Units of limited partnership interest
consisting of 40,000 authorized BAC's, of
which 37,228 at March 31, 2000 and  1999 have
been issued to the assignees
Assignees
 Units of beneficial interest of the limited
partnership interest of the assignor limited
partner, $1,000 stated value per BAC, 37,228
at March  31, 2000 and 1999, issued and
outstanding                                       5,093,672      6,405,448
General Partners                                   (278,466)      (265,216)
                                                -----------    -----------
  Total Partners' Equity                          4,815,206      6,140,232
                                                -----------    -----------
    Total Liabilities and Partners' Equity       $6,872,774    $ 8,009,173
                                               ============   ============


              See accompanying notes to financial statements.


                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)

                         STATEMENTS OF OPERATIONS
                       FOR THE YEARS ENDED MARCH 31,

SERIES 2                             2000           1999          1998
                                     ----           ----          ----
Revenues:
 Interest Income                    $   33,028    $    34,468   $    37,434
 Other Income                            7,170          6,937         3,838
                                   -----------    -----------   -----------
  Total Revenues                        40,198         41,405        41,272
                                   -----------    -----------   -----------
Expenses:
 Asset Management Fee-General
Partner                                 68,511         68,648        68,773
 General and Administrative:
  General Partner                        8,181          7,433         8,267
  Other                                 11,237         12,781        10,502
 Amortization                            3,263         46,949         3,011
                                   -----------    -----------   -----------
  Total Expenses                        91,192        135,811        90,553
                                   -----------    -----------   -----------
Loss Before Equity in Losses
 of Project Partnerships               (50,994)       (94,406)      (49,281)
Equity in Losses of Project
 Partnerships                         (115,544)      (126,899)     (288,412)
                                   -----------    -----------   -----------
Net Loss                            $ (166,538)    $ (221,305)   $ (337,693)
                                   ===========    ===========   ===========
Allocation of Net Loss:
 Assignees                          $ (164,873)    $ (219,092)   $ (334,316)
 General Partners                       (1,665)        (2,213)       (3,377)
                                   -----------    -----------   -----------
                                    $ (166,538)    $ (221,305)   $ (337,693)
                                   ===========    ===========   ===========
Net Loss Per Beneficial
Assignee Certificate                $   (26.87)     $  (35.71)   $   (54.48)
Number of Beneficial Assignee      ===========    ===========   ===========
Certificates Outstanding                 6,136          6,136         6,136
                                   ===========    ===========   ===========



              See accompanying notes to financial statements.

                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)

                         STATEMENTS OF OPERATIONS
                       FOR THE YEARS ENDED MARCH 31,

Series 3                             2000           1999           1998
                                     ----           ----           ----
Revenues:
Interest Income                     $   28,740      $  29,814     $  30,145
 Other Income                           22,645         14,515        34,966
                                    ----------     ----------    ----------
  Total Revenues                        51,385         44,329        65,111
                                    ----------     ----------    ----------
Expenses:
 Asset Management Fee-General
Partner                                 63,301         63,479        63,645
 General and Administrative:
  General Partner                        8,552          7,771         8,481
  Other                                 10,780         10,513        10,903
 Amortization                            1,120         44,070         5,422
                                    ----------     ----------    ----------
  Total Expenses                        83,753        125,833        88,451
                                    ----------     ----------    ----------
Loss Before Equity in Losses
 of Project Partnerships               (32,368)       (81,504)      (23,340)
Equity in Losses of Project
 Partnerships                         (114,700)      (105,820)     (198,168)
                                   -----------    -----------   -----------
Net Loss                             $(147,068)    $ (187,324)   $ (221,508)
                                   ===========    ===========   ===========
Allocation of Net Loss:
 Assignees                          $ (145,597)    $ (185,451)   $ (219,293)
 General Partners                       (1,471)        (1,873)       (2,215)
                                   -----------    -----------   -----------
                                    $ (147,068)    $ (187,324)   $ (221,508)
                                   ===========    ===========   ===========
Net Loss Per Beneficial
 Assignee Certificate                $  (26.69)    $   (33.99)   $   (40.19)
Number of Beneficial Assignee      ===========    ===========   ===========
 Certificates Outstanding                5,456          5,456         5,456
                                   ===========    ===========   ===========


      See accompanying notes to financial statements.

<PAGE>
                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)

                         STATEMENTS OF OPERATIONS
                       FOR THE YEARS ENDED MARCH 31,

SERIES 4                              2000           1999          1998
                                      ----           ----          ----
Revenues:
 Interest Income                      $  37,964      $  39,022     $ 39,924
 Other Income                            11,033          7,650        4,385
                                      ---------      ---------    ---------
  Total Revenues                         48,997         46,672       44,309
                                      ---------      ---------    ---------
Expenses:
 Asset Management Fee - General
Partner                                  77,832         77,989       78,133
 General and Administrative:
  General Partner                        10,779          9,798       10,693
  Other                                  13,398         12,805       13,417
 Amortization                             6,656         85,832        5,595
                                     ----------     ----------   ----------
  Total Expenses                        108,665        186,424      107,838
                                     ----------     ----------   ----------
Loss Before Equity in Losses
 of Project Partnerships                (59,668)      (139,752)     (63,529)
Equity in Losses of Project
 Partnerships                          (175,823)      (208,919)    (421,886)
                                     ----------     ----------   ----------
Net Loss                              $(235,491)     $(348,671)   $(485,415)
                                     ==========     ==========   ==========
Allocation of Net Loss:
 Assignees                            $(233,136)     $(345,184)   $(480,561)
 General Partners                        (2,355)        (3,487)      (4,854)
                                     ----------     ----------   ----------
                                      $(235,491)     $(348,671)   $(485,415)
                                     ==========     ==========   ==========
Net Loss Per Beneficial
 Assignee Certificate                 $  (33.71)     $  (49.92)   $  (69.50)
Number of Beneficial Assignee        ==========     ==========   ==========
 Certificates Outstanding                 6,915          6,915        6,915
                                     ==========     ==========   ==========



      See accompanying notes to financial statements.

<PAGE>
                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)

                         STATEMENTS OF OPERATIONS
                       FOR THE YEARS ENDED MARCH 31,

SERIES 5                              2000          1999          1998
                                      ----          ----          ----
Revenues:
 Interest Income                     $  48,721      $  50,132     $  51,284
 Other Income                           17,118         14,529         3,133
                                    ----------     ----------    ----------
  Total Revenues                        65,839         64,661        54,417
                                    ----------     ----------    ----------
Expenses:
 Asset Management Fee - General
Partner                                 96,241         96,461        96,663
 General and Administrative:
  General Partner                       13,386         12,163        13,274
  Other                                 15,895         19,611        16,492
 Amortization                            6,159         39,939        12,761
                                    ----------     ----------    ----------
  Total Expenses                       131,681        168,174       139,190
                                    ----------     ----------    ----------
Loss Before Equity in Losses
 of Project Partnerships               (65,842)      (103,513)      (84,773)
Equity in Losses of Project
 Partnerships                         (178,140)      (300,042)     (728,729)
                                    ----------     ----------    ----------
Net Loss                             $(243,982)     $(403,555)    $(813,502)
                                    ==========     ==========    ==========
Allocation of Net Loss:
 Assignees                           $(241,542)     $(399,519)    $(805,367)
 General Partners                       (2,440)        (4,036)       (8,135)
                                    ----------     ----------    ----------
                                     $(243,982)     $(403,555)    $(813,502)
                                    ==========     ==========    ==========
Net Loss Per Beneficial
 Assignee Certificate                $  (28.03)     $  (46.37)     $ (93.47)
Number of Beneficial Assignee       ==========     ==========    ==========
 Certificates Outstanding                8,616          8,616         8,616
                                    ==========     ==========    ==========


      See accompanying notes to financial statements.

<PAGE>
                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)

                         STATEMENTS OF OPERATIONS
                       FOR THE YEARS ENDED MARCH 31,

SERIES 6                               2000         1999          1998
                                       ----         ----          ----
Revenues:
 Interest Income                      $  46,177     $  46,807     $  48,382
 Other Income                             8,057         3,915         1,325
                                     ----------    ----------    ----------
  Total Revenues                         54,234        50,722        49,707
                                     ----------    ----------    ----------
Expenses:
 Asset Management Fee - General
Partner                                 106,486       106,815       107,120
 General and Administrative:
  General Partner                        14,130        12,839        14,012
  Other                                  16,986        17,635        17,513
 Amortization                            14,982        13,352        19,276
                                     ----------    ----------    ----------
  Total Expenses                        152,584       150,641       157,921
                                     ----------    ----------    ----------
Loss Before Equity in Losses
 of Project Partnerships                (98,350)      (99,919)     (108,214)
Equity in Losses of Project
 Partnerships                          (433,597)     (601,405)     (761,923)
                                     ----------    ----------    ----------
Net Loss                              $(531,947)    $(701,324)    $(870,137)
                                     ==========    ==========    ==========
Allocation of Net Loss:
 Assignees                            $(526,628)    $(694,311)    $(861,436)
 General Partners                        (5,319)       (7,013)       (8,701)
                                     ----------    ----------    ----------
                                      $(531,947)    $(701,324)    $(870,137)
                                     ==========    ==========    ==========
Net Loss Per Beneficial
 Assignee Certificate                 $  (52.12)    $  (68.54)    $  (85.25)
Number of Beneficial Assignee        ==========    ==========    ==========
 Certificates Outstanding                10,105        10,105        10,105
                                     ==========    ==========    ==========


      See accompanying notes to financial statements.

<PAGE>
                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)

                         STATEMENTS OF OPERATIONS
                       FOR THE YEARS ENDED MARCH 31,

TOTAL SERIES 2 - 6                   2000           1999           1998
                                     ----           ----           ----
Revenues:
 Interest Income                    $  194,630     $  200,243    $   207,169
 Other Income                           66,023         47,546         47,647
                                  ------------   ------------   ------------
  Total Revenues                       260,653        247,789        254,816
                                  ------------   ------------   ------------
Expenses:
 Asset Management Fee-General
Partner                                412,371        413,392        414,334
 General and Administrative:
  General Partner                       55,028         50,004         54,727
  Other                                 68,296         73,345         68,827
 Amortization                           32,180        230,142         46,065
                                  ------------   ------------   ------------
  Total Expenses                       567,875        766,883        583,953
                                  ------------   ------------   ------------
Loss Before Equity in Losses
 of Project Partnerships              (307,222)      (519,094)      (329,137)
Equity in Losses of Project
 Partnerships                       (1,017,804)    (1,343,085)    (2,399,118)
                                  ------------   ------------   ------------
Net Loss                           $(1,325,026)   $(1,862,179)   $(2,728,255)
                                  ============   ============   ============
Allocation of Net Loss:
 Assignees                         $(1,311,776)   $(1,843,557)   $(2,700,973)
 General Partners                      (13,250)       (18,622)       (27,282)
                                  ------------   ------------   ------------
                                   $(1,325,026)   $(1,862,179)   $(2,728,255)
                                  ============   ============   ============



              See accompanying notes to financial statements.


                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)

                 STATEMENTS OF PARTNERS' EQUITY (DEFICIT)

            FOR THE YEARS ENDED MARCH 31, 2000, 1999 AND 1998:



                                                General
SERIES 2                       Assignees        Partners         Total
                               ---------        --------         -----


Balance at March 31, 1997       $ 1,084,268       $(43,391)     $ 1,040,877

Net Loss                           (334,316)        (3,377)        (337,693)
                               ------------      ----------    ------------

Balance at March 31, 1998           749,952        (46,768)         703,184

Net Loss                           (219,092)        (2,213)        (221,305)
                               ------------      ----------     -----------

Balance at March 31, 1999           530,860        (48,981)         481,879

Net Loss                           (164,873)        (1,665)        (166,538)
                               ------------     -----------     -----------

Balance at March 31, 2000       $   365,987     $  (50,646)      $  315,341
                               ============     ===========     ===========


              See accompanying notes to financial statements.





                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)

                 STATEMENTS OF PARTNERS' EQUITY (DEFICIT)

            FOR THE YEARS ENDED MARCH 31, 2000, 1999 AND 1998:

                                                General
SERIES 3                       Assignees        Partners         Total
                               ---------        --------         -----


Balance at March 31, 1997       $   822,156     $  (39,994)     $   782,162

Net Loss                           (219,293)        (2,215)        (221,508)
                               ------------     -----------    ------------

Balance at March 31, 1998           602,863        (42,209)         560,654

Net Loss                           (185,451)        (1,873)        (187,324)
                               ------------     -----------     -----------

Balance at March 31, 1999           417,412        (44,082)         373,330

Net Loss                           (145,597)        (1,471)        (147,068)
                               ------------    ------------     -----------

Balance at March 31, 2000        $  271,815     $  (45,553)       $ 226,262
                               ============    ============     ===========




              See accompanying notes to financial statements.

                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)

                 STATEMENTS OF PARTNERS' EQUITY (DEFICIT)

            FOR THE YEARS ENDED MARCH 31, 2000, 1999 AND 1998:

                                                General
SERIES 4                       Assignees        Partners         Total
                               ---------        --------         -----


Balance at March 31, 1997        $1,791,717       $(43,168)      $1,748,549

Net Loss                           (480,561)        (4,854)        (485,415)
                               ------------      ----------    ------------

Balance at March 31, 1998         1,311,156        (48,022)       1,263,134

Net Loss                           (345,184)        (3,487)        (348,671)
                               ------------      ----------    ------------

Balance at March 31, 1999           965,972        (51,509)         914,463

Net Loss                           (233,136)        (2,355)        (235,491)
                               ------------      ----------    ------------

Balance at March 31, 2000        $  732,836      $ (53,864)      $  678,972
                               ============      ==========    ============


              See accompanying notes to financial statements.

                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)

                 STATEMENTS OF PARTNERS' EQUITY (DEFICIT)

            FOR THE YEARS ENDED MARCH 31, 2000, 1999 AND 1998:

                                                General
SERIES 5                       Assignees        Partners         Total
                               ---------        --------         -----


Balance at March 31, 1997       $ 2,818,232     $  (47,920)     $ 2,770,312

Net Loss                           (805,367)        (8,135)        (813,502)
                               ------------     -----------    ------------

Balance at March 31, 1998         2,012,865        (56,055)       1,956,810

Net Loss                           (399,519)        (4,036)        (403,555)
                               ------------     -----------    ------------

Balance at March 31, 1999         1,613,346        (60,091)       1,553,255

Net Loss                           (241,542)        (2,440)        (243,982)
                               ------------     -----------    ------------

Balance at March 31, 2000       $ 1,371,804     $  (62,531)     $ 1,309,273
                               ============     ===========    ============



              See accompanying notes to financial statements.

                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)

                 STATEMENTS OF PARTNERS' EQUITY (DEFICIT)

            FOR THE YEARS ENDED MARCH 31, 2000, 1999 AND 1998:

                                                General
SERIES 6                       Assignees        Partners         Total
                               ---------        --------         -----


Balance at March 31, 1997       $ 4,433,605      $ (44,839)     $ 4,388,766

Net Loss                           (861,436)        (8,701)        (870,137)
                               ------------      ----------    ------------

Balance at March 31, 1998         3,572,169        (53,540)       3,518,629

Net Loss                           (694,311)        (7,013)        (701,324)
                               ------------     -----------    ------------
Balance at March 31, 1999
                                  2,877,858        (60,553)       2,817,305

Net Loss                           (526,628)        (5,319)        (531,947)
                               ------------     -----------    ------------

Balance at March 31, 2000       $ 2,351,230     $  (65,872)     $ 2,285,358
                               ============     ===========    ============



              See accompanying notes to financial statements.

<PAGE>
                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)

                 STATEMENTS OF PARTNERS' EQUITY (DEFICIT)

            FOR THE YEARS ENDED MARCH 31, 2000, 1999 AND 1998:

                                                General
TOTAL SERIES 2 - 6             Assignees        Partners         Total
                               ---------        --------         -----


Balance at March 31, 1997      $ 10,949,978     $ (219,312)    $ 10,730,666

Net Loss                         (2,700,973)       (27,282)      (2,728,255)
                              -------------     -----------   -------------

Balance at March 31, 1998         8,249,005       (246,594)       8,002,411

Net Loss                         (1,843,557)       (18,622)      (1,862,179)
                              -------------     -----------   -------------

Balance at March 31, 1999         6,405,448       (265,216)       6,140,232

Net Loss                         (1,311,776)       (13,250)      (1,325,026)
                              -------------     -----------   -------------

Balance at March 31, 2000       $ 5,093,672      $(278,466)      $4,815,206
                              =============     ===========   =============



              See accompanying notes to financial statements.

                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                         STATEMENTS OF CASH FLOWS
            FOR THE YEARS ENDED MARCH 31, 2000, 1999 AND 1998:

SERIES 2                               2000          1999         1998
--------                               ----          ----         ----
Cash Flows from Operating
Activities:
  Net Loss                           $ (166,538)   $ (221,305)  $ (337,693)
  Adjustments to Reconcile Net
  Loss to Net Cash Used in
  Operating Activities:
    Amortization                          3,263        46,949        3,011
    Accreted Interest Income on
    Investments in Securities           (23,854)      (25,554)     (27,118)
    Equity in Losses of Project
    Partnerships                        115,544       126,899      288,412
    Interest Income from
    Redemption of Securities             20,241        16,834       13,627
    Distributions Included in
    Other Income                         (7,170)       (6,937)      (3,838)
    Changes in Operating Assets
    and Liabilities:
      Increase in Payable to
      General Partners                   36,547        28,793       37,331
                                     ----------    ----------   ----------
        Net Cash Used in Operating
        Activities                      (21,967)      (34,321)     (26,268)
                                     ----------    ----------   ----------
Cash Flows from Investing
Activities:
  Distributions Received from
  Project Partnerships                   11,727        12,315       16,493
  Redemption of Investment in
  Securities                             29,297        30,668       32,065
                                     ----------    ----------   ----------
        Net Cash Provided by
        Investing Activities             41,024        42,983       48,558
                                     ----------    ----------   ----------
Increase in Cash and
  Cash Equivalents                       19,057         8,662       22,290
Cash and Cash Equivalents at
Beginning of Year                       169,513       160,851      138,561
                                     ----------    ----------   ----------
Cash   and  Cash  Equivalents   at
End of Year                            $188,570    $  169,513   $  160,851
                                     ==========    ==========   ==========

              See accompanying notes to financial statements.

<PAGE>
                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                         STATEMENTS OF CASH FLOWS
            FOR THE YEARS ENDED MARCH 31, 2000, 1999 AND 1998:

SERIES 3                               2000          1999         1998
- ------                               ----          ----         ----
Cash Flows from Operating
Activities:
  Net Loss                          $ (147,068)   $ (187,324)   $ (221,508)
  Adjustments to Reconcile Net
  Loss to Net Cash Used in
  Operating Activities:
    Amortization                         1,120        44,070         5,422
    Accreted Interest Income on
    Investments in Securities          (21,218)      (22,729)      (24,121)
    Equity in Losses of Project
    Partnerships                       114,700       105,820       198,168
    Interest Income from
    Redemption of Securities            18,004        14,974        12,121
    Distributions Included In
    Other Income                       (22,645)      (14,515)      (34,966)
    Changes in Operating Assets
    and Liabilities:
      Increase in Payable to
      General Partners                  23,099        10,980        24,495
                                     ----------    ----------    ----------
        Net Cash Used in Operating
        Activities                     (34,008)      (48,724)      (40,389)
                                     ----------    ----------    ----------
Cash Flows from Investing
Activities:
  Distributions Received from
  Project Partnerships                  25,455        23,805        37,565
  Redemption of Investment in
  Securities                            26,059        27,278        28,521
                                     ----------    ----------    ----------
        Net Cash Provided by
        Investing Activities            51,514        51,083        66,086
                                     ----------    ----------    ----------
Increase in Cash and
  Cash Equivalents                      17,506         2,359        25,697
Cash and Cash Equivalents at
Beginning of Year                      137,981       135,622       109,925
                                     ----------    ----------    ----------
Cash   and  Cash  Equivalents   at
End of Year                          $ 155,487    $  137,981    $  135,622
                                     ==========    ==========    ==========


              See accompanying notes to financial statements.

<PAGE>
                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                         STATEMENTS OF CASH FLOWS
            FOR THE YEARS ENDED MARCH 31, 2000, 1999 AND 1998:
SERIES 4                               2000          1999         1998
--------                               ----          ----         ----
Cash Flows from Operating
Activities:
  Net Loss                           $ (235,491)   $ (348,671)   $ (485,415)
  Adjustments to Reconcile Net
  Loss to Net Cash Used in
  Operating Activities:
    Amortization                          6,656        85,832         5,595
    Accreted Interest Income on
    Investments in Securities           (26,881)      (28,796)      (30,559)
    Equity in Losses of Project
    Partnerships                        175,823       208,919       421,886
    Interest Income from
    Redemption of Securities             22,808        18,970        15,357
    Distributions Included In
    Other Income                        (11,033)       (7,650)       (4,385)
    Changes in Operating Assets
    and Liabilities:
      Increase in Payable to
      General Partners                   36,909        29,219        37,092
                                     ----------    ----------    ----------
        Net Cash Used in Operating
        Activities                      (31,209)      (42,177)      (40,429)
                                     ----------    ----------    ----------
Cash Flows from Investing
Activities:
  Distributions Received from
  Project Partnerships                   17,210        18,374        18,400
  Redemption of Investment in
  Securities                             33,015        34,559        36,132
                                     ----------    ----------    ----------
        Net Cash Provided by
        Investing Activities             50,225        52,933        54,532
                                     ----------    ----------    ----------
Increase in Cash and
Cash Equivalents                         19,016        10,756        14,103
Cash and Cash Equivalents at
Beginning of Year                       207,632       196,876       182,773
                                     ----------    ----------    ----------
Cash   and  Cash  Equivalents   at
End of Year                           $ 226,648    $  207,632    $  196,876
                                     ==========    ==========    ==========


              See accompanying notes to financial statements.

<PAGE>
                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                         STATEMENTS OF CASH FLOWS
            FOR THE YEARS ENDED MARCH 31, 2000, 1999 AND 1998:
SERIES 5                               2000          1999         1998
--------                               ----          ----         ----
Cash Flows from Operating
Activities:
  Net Loss                          $ (243,982)   $ (403,555)   $ (813,502)
  Adjustments to Reconcile Net
  Loss to Net Cash Used in
  Operating Activities:
    Amortization                         6,159        39,939        12,761
    Accreted Interest Income on
    Investments in Securities          (33,503)      (35,890)      (38,088)
    Equity in Losses of Project
    Partnerships                       178,140       300,042       728,729
    Interest Income from
    Redemption of Securities            28,428        23,644        19,140
    Distributions Included In
    Other Income                       (17,118)      (14,529)       (3,133)
    Changes in Operating Assets
    and Liabilities:
      Increase in Payable to
      General Partners                  39,490        30,403        40,677
                                     ----------    ----------    ----------
        Net Cash Used in Operating
        Activities                     (42,386)      (59,946)      (53,416)
                                     ----------    ----------    ----------
Cash Flows from Investing
Activities:
  Distributions Received from
  Project Partnerships                  26,951        29,054        30,188
  Redemption of Investment in
  Securities                            41,148        43,073        45,035
                                     ----------    ----------    ----------
        Net Cash Provided by
        Investing Activities            68,099        72,127        75,223
                                     ----------    ----------    ----------
Increase in Cash and
Cash Equivalents                        25,713        12,181        21,807
Cash and Cash Equivalents at
Beginning of Year                      292,994       280,813       259,006
                                     ----------    ----------    ----------
Cash   and  Cash  Equivalents   at
End of Year                          $ 318,707    $  292,994    $  280,813
                                     ==========    ==========    ==========
              See accompanying notes to financial statements.

<PAGE>
                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                         STATEMENTS OF CASH FLOWS
            FOR THE YEARS ENDED MARCH 31, 2000, 1999 AND 1998:
SERIES 6                               2000          1999         1998
-- -----                               ----          ----         ----
Cash Flows from Operating
Activities:
  Net Loss                          $ (531,947)   $ (701,324)   $ (870,137)
  Adjustments to Reconcile Net
  Loss to Net Cash Used in
  Operating Activities:
    Amortization                        14,982        13,352        19,276
    Accreted Interest Income on
    Investments in Securities          (28,202)      (29,359)      (30,091)
    Equity in Losses of Project
    Partnerships                       433,597       601,405       761,923
    Interest Income from
    Redemption of Securities            20,134        15,983        12,262
    Distributions Included In
    Other Income                        (8,057)       (3,915)       (1,325)
    Changes in Operating Assets
    and Liabilities:
      Increase in Payable to
      General Partners                  52,581        43,393        52,014
                                     ----------    ----------    ----------
        Net Cash Used in Operating
        Activities                     (46,912)      (60,465)      (56,078)
                                     ----------    ----------    ----------
Cash Flows from Investing
Activities:
  Distributions Received from
  Project Partnerships                  26,174        27,865        29,859
  Redemption of Investment in
  Securities                            34,866        35,017        35,738
                                     ----------    ----------    ----------
        Net Cash Provided by
        Investing Activities            61,040        62,882        65,597
                                     ----------    ----------    ----------
Increase in Cash and
  Cash Equivalents                      14,128         2,417         9,519
Cash and Cash Equivalents at
Beginning of Year                      408,672       406,255       396,736
                                     ----------    ----------    ----------
Cash   and  Cash  Equivalents   at
End of Year                          $ 422,800    $  408,672    $  406,255
                                     ==========    ==========    ==========

              See accompanying notes to financial statements.

<PAGE>
                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                         STATEMENTS OF CASH FLOWS
            FOR THE YEARS ENDED MARCH 31, 2000, 1999 AND 1998:
TOTAL SERIES 2 - 6                     2000          1999         1998
------------------                     ----          ----         ----
Cash Flows from Operating
Activities:
  Net Loss                         $(1,325,026)  $(1,862,179)  $(2,728,255)
  Adjustments to Reconcile Net
  Loss to Net Cash Used in
  Operating Activities:
    Amortization                        32,180       230,142        46,065
    Accreted Interest Income on
    Investments in Securities         (133,658)     (142,328)     (149,977)
    Equity in Losses of Project
    Partnerships                     1,017,804     1,343,085     2,399,118
    Interest Income from
    Redemption of Securities           109,615        90,405        72,507
    Distributions Included In
    Other Income                       (66,023)      (47,546)      (47,647)
    Changes in Operating Assets
    and Liabilities:
      Increase in Payable to
      General Partners                 188,626       142,788       191,609
                                    -----------   -----------   -----------
        Net Cash Used in Operating
        Activities                    (176,482)     (245,633)     (216,580)
                                    -----------   -----------   -----------
Cash Flows from Investing
Activities:
  Distributions Received from
  Project Partnerships                 107,517       111,413       132,505
  Redemption of Investment in
  Securities                           164,385       170,595       177,491
                                    -----------   -----------   -----------
        Net Cash Provided by
        Investing Activities           271,902       282,008       309,996
                                    -----------   -----------   -----------
Increase in Cash and
  Cash Equivalents                      95,420        36,375        93,416
Cash and Cash Equivalents at
Beginning of Year                    1,216,792     1,180,417     1,087,001
                                    -----------   -----------   -----------
Cash   and  Cash  Equivalents   at
End of Year                         $1,312,212    $1,216,792    $1,180,417
                                    ===========   ===========   ===========


              See accompanying notes to financial statements.

<PAGE>
                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)

                       NOTES TO FINANCIAL STATEMENTS

                       MARCH 31, 2000, 1999 AND 1998

NOTE 1 - ORGANIZATION:

    Gateway  Tax  Credit  Fund  II  Ltd.  ("Gateway"),  a  Florida  Limited
Partnership,  was  formed September 12, 1989, under the  laws  of  Florida.
Operations commenced on September 14, 1990 for Series 2, September 28, 1990
for  Series 3, February 1, 1991 for Series 4, July 1, 1991 for Series 5 and
January  1, 1992 for Series 6.  Gateway has invested, as a limited partner,
in  other limited partnerships ("Project Partnerships") each of which  owns
and  operates one or more apartment complexes expected to qualify for  Low-
Income  Housing Tax Credits.  Gateway will terminate on December 31,  2040,
or  sooner,  in  accordance  with  the terms  of  the  Limited  Partnership
Agreement.    As   of   March  31,  2000,  Gateway  had  received   capital
contributions  of  $1,000 from the General Partners  and  $37,228,000  from
Beneficial  Assignee Certificate investors (the "Assignees").   The  fiscal
year of Gateway for reporting purposes ends on March 31.

   Pursuant  to  the  Securities Act of 1933, Gateway  filed  a  Form  S-11
Registration  Statement  with  the  Securities  and  Exchange   Commission,
effective  September  12,  1989, which covered the  offering  (the  "Public
Offering")   of   Gateway's  Beneficial  Assignee   Certificates   ("BACs")
representing  assignments  of  units for the  beneficial  interest  of  the
limited partnership interest of the Assignor Limited Partner.  The Assignor
Limited Partner was formed for the purpose of serving in that capacity  for
the Fund and will not engage in any other business.

   Raymond  James Partners, Inc. and Raymond James Tax Credit Funds,  Inc.,
wholly-owned subsidiaries of Raymond James Financial, Inc., are the General
Partner  and  the  Managing  General Partner, respectively.   The  Managing
General Partner manages and controls the business of Gateway.

   Gateway offered BACs in five series.  BACs in the amounts of $6,136,000,
$5,456,000, $6,915,000, $8,616,000 and $10,105,000 for Series 2,  3,  4,  5
and  6, respectively had been issued as of March 31, 2000.  Each Series  is
treated  as  a  separate partnership, investing in a separate and  distinct
pool  of  Project Partnerships.  Net proceeds from each Series are used  to
acquire  Project  Partnerships  which are specifically  allocated  to  such
Series.   Income  or  loss and all tax items from the Project  Partnerships
acquired  by each Series are specifically allocated among the Assignees  of
such Series.

   Operating profits and losses, cash distributions from operations and tax
credits  are allocated 99% to the Assignees and 1% to the General Partners.
Profit  or  loss  and cash distributions from sales of properties  will  be
allocated as formulated in the Limited Partnership Agreement.


NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES:

Basis of Accounting

   Gateway  utilizes the accrual basis of accounting whereby  revenues  are
recognized  when  earned and expenses are recognized when  obligations  are
incurred.


   Gateway  accounts for its investments as the limited partner in  Project
Partnerships  ("Investments  in Project Partnerships"),  using  the  equity
method  of  accounting, because management believes that Gateway  does  not
have  a  majority control of the major operating and financial policies  of
the  Project  Partnerships in which it invests, and reports the  equity  in
losses  of  the Project Partnerships on a 3-month lag in the Statements  of
Operations.    Under  the  equity  method,  the  Investments   in   Project
Partnerships initially include:

      1)Gateway's capital contribution,
      2)Acquisition fees paid to the General Partner for services  rendered
      in selecting properties for acquisition, and
      3)Acquisition  expenses  including  legal  fees,  travel  and   other
      miscellaneous costs relating to acquiring properties.

Quarterly  the  Investments  in  Project  Partnerships  are  increased   or
decreased as follows:

      1)Increased  for equity in income or decreased for equity  in  losses
      of the Project Partnerships,
      2)Decreased   for  cash  distributions  received  from  the   Project
      Partnerships, and
 3)   Decreased for the amortization of the acquisition fees and expenses.

 Amortization is calculated on a straight-line basis over 35 years, as this
is  the  average  estimated  useful life of  the  underlying  assets.   The
amortization expense is shown on the Statements of Operations.

   Pursuant   to  the  limited  partnership  agreements  for  the   Project
Partnerships,  cash  losses  generated  by  the  Project  Partnerships  are
allocated  to  the general partners of those partnerships.   In  subsequent
years, cash profits, if any, are first allocated to the general partners to
the extent of the allocation of prior years' cash losses.

 Since Gateway invests as a limited partner, and therefore is not obligated
to  fund  losses  or  make additional capital contributions,  it  does  not
recognize  losses from individual Project Partnerships to the  extent  that
these  losses  would  reduce the investment in those  Project  Partnerships
below zero.  The suspended losses will be used to offset future income from
the  individual Project Partnerships.  Distributions received from  Project
Partnerships  whose  investment has been reduced to zero  are  included  in
Other Income.

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

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

Cash and Cash Equivalents

  It is Gateway's policy to include short-term investments with an original
maturity  of three months or less in Cash and Cash Equivalents.  Short-term
investments are comprised of money market mutual funds.

Concentration of Credit Risk

  Financial instruments which potentially subject Gateway to concentrations
of  credit  risk consist of cash investments in a money market mutual  fund
that is a wholly-owned subsidiary of Raymond James Financial, Inc.

Use of Estimates in the Preparation of Financial Statements

  The  preparation  of  financial statements in conformity  with  generally
accepted  accounting principles requires the use of estimates  that  affect
certain  reported amounts and disclosures.  These estimates  are  based  on
management's  knowledge and experience.  Accordingly, actual results  could
differ from these estimates.

Investment in Securities

 Effective April 1, 1995, Gateway adopted Statement of Financial Accounting
Standards  No. 115, Accounting for Certain Investments in Debt  and  Equity
Securities  ("FAS 115").  Under FAS 115, Gateway is required to  categorize
its  debt  securities  as held-to-maturity, available-for-sale  or  trading
securities,  dependent  upon Gateway's intent in  holding  the  securities.
Gateway's  intent is to hold all of its debt securities (U.  S.  Government
Security Strips) until maturity and to use these reserves to fund Gateway's
ongoing  operations.  Interest income is recognized ratably on  the  U.  S.
Government Strips using the effective yield to maturity.

Offering and Commission Costs

  Offering and commission costs were charged against Assignees' Equity upon
the admission of Limited Partners.

Income Taxes

 No provision for income taxes has been made in these financial statements,
as income taxes are a liability of the partners rather than of Gateway.

Change in Accounting Principle

  One  of  the  Project Partnerships changed its method of  accounting  for
depreciating  their  buildings  from the straight  line  to  the  declining
balance  method.   The effect of this change was reported as  a  cumulative
effect  of a change in accounting principle.  The change increased the  net
losses reported by the Project Partnerships by $277,849.

Reclassifications

 For comparability, the 1999 and 1998 figures have been reclassified, where
appropriate, to conform with the financial statement presentation  used  in
2000.


NOTE 3 - INVESTMENT IN SECURITIES:

   The  March  31,  2000  Balance Sheet includes Investment  in  Securities
consisting of U.S. Government Security Strips which represents their  cost,
plus accreted interest income of $152,647 for Series 2, $135,777 for Series
3,  $172,016 for Series 4, $214,394 for Series 5 and $153,731 for Series 6.
For  convenience,  the  Investment in Securities are  commonly  held  in  a
brokerage  account  with  Raymond James and Associates,  Inc.   A  separate
accounting is maintained for each series' share of the investments.

                                                          Gross Unrealized
                   Estimated Market       Cost Plus          Gains and
                         Value        Accreted Interest       (Losses)
                   -----------------  -----------------   ----------------
Series 2               $     337,240        $   326,282          $   10,958
Series 3                     299,868            290,220               9,648
Series 4                     380,053            367,680              12,373
Series 5                     473,543            458,266              15,277
Series 6                     384,110            373,178              10,932


 As of March 31, 2000, the cost and accreted interest of debt securities by
contractual maturities is as follows:

                                  Series 2       Series 3       Series 4
                                  --------       --------       --------
Due within 1 year                  $   51,800     $   46,075      $  58,372
After 1 year through 5 years          189,866        168,882        213,957
After 5 years through 10 years         84,616         75,263         95,351
                                  -----------    -----------    -----------
  Total Amount Carried on
Balance Sheet                      $  326,282     $  290,220      $ 367,680
                                  ===========    ===========    ===========


                                  Series 5       Series 6        Total
                                  --------       --------       --------
Due within 1 year                  $   72,753      $  55,114     $  284,114
After 1 year through 5 years          266,672        216,259      1,055,636
After 5 years through 10 years        118,841        101,805        475,876
                                  -----------    -----------   ------------
  Total Amount Carried on
Balance Sheet                      $  458,266      $ 373,178     $1,815,626
                                  ===========    ===========   ============


NOTE 4 - RELATED PARTY TRANSACTIONS:

  The Payable to General Partners primarily represents the asset management
fees  owed  to  the  General Partners at the end  of  the  period.   It  is
unsecured,  due  on demand and, in accordance with the limited  partnership
agreement,  non-interest bearing.  Within the next 12 months, the  Managing
General  Partner does not intend to demand payment on the portion of  Asset
Management Fees payable classified as long-term on the Balance Sheet.

   The   Payable   to  Project  Partnerships  represents   unpaid   capital
contributions  to the Project Partnerships and will be paid  after  certain
performance  criteria are met.  Such contributions are in turn  payable  to
the general partner of the Project Partnerships.

 For the years ended March 31, 2000, 1999 and 1998 the General Partners and
affiliates  are entitled to compensation and reimbursement  for  costs  and
expenses incurred by Gateway as follows:

 Asset Management Fee - The Managing General Partner is entitled to be paid
an  annual  asset  management fee equal to 0.25% of the aggregate  cost  of
Gateway's interest in the projects owned by the Project Partnerships.   The
asset  management fee will be paid only after all other expenses of Gateway
have been paid.  These fees are included in the Statements of Operations.

                         2000               1999                1998
                         ----               ----                ----
Series 2                   $  68,511          $  68,648           $  68,773
Series 3                      63,301             63,479              63,645
Series 4                      77,832             77,989              78,133
Series 5                      96,241             96,461              96,663
Series 6                     106,486            106,815             107,120
                        ------------       ------------        ------------
Total                      $ 412,371          $ 413,392           $ 414,334
                        ============       ============        ============


 General and Administrative Expenses - The Managing General Partner is reim
bursed for general and administrative expenses of Gateway on an accountable
basis.  This expense is included in the Statements of Operations.

                         2000               1999                1998
                         ----               ----                ----
Series 2                   $   8,181           $  7,433            $  8,267
Series 3                       8,552              7,771               8,481
Series 4                      10,779              9,798              10,693
Series 5                      13,386             12,163              13,274
Series 6                      14,130             12,839              14,012
                           ---------          ---------           ---------
                            $ 55,028           $ 50,004            $ 54,727
Total                      =========          =========           =========



NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS:

SERIES 2

   As of March 31, 2000, the Partnership had acquired a 99% interest in the
profits,  losses  and  tax  credits as a  limited  partner  in  22  Project
Partnerships which own and operate government assisted multi-family housing
complexes.
   Cash  flows  from operations are allocated according to each Partnership
agreement.  Upon dissolution proceeds will be distributed according to each
Partnership agreement.
  The following is a summary of Investments in Project Partnerships as of:

                                             MARCH 31, 2000 MARCH 31, 1999
                                             -------------- --------------
Capital Contributions to Project Partner-
ships and purchase price paid for limited
partner interests in Project Partnerships       $ 4,524,678     $ 4,524,678

Cumulative equity in losses of Project
Partnerships (1)                                 (4,553,226)     (4,437,682)

Cumulative distributions received from
Project Partnerships                                (74,211)        (69,654)
                                               ------------    ------------
Investment in Project Partnerships before
Adjustment                                         (102,759)         17,342

Excess of investment cost over the
underlying assets acquired:
 Acquisition fees and expenses                      390,838         390,838
 Accumulated amortization of acquisition
fees and expenses                                   (79,864)        (76,601)
                                               ------------    ------------

Investments in Project Partnerships             $   208,215     $   331,579
                                               ============    ============

(1)  In  accordance with the Partnership's accounting policy to  not  carry
Investments in Project Partnerships below zero, cumulative suspended losses
of  $1,743,287  for the year ended March 31, 2000 and cumulative  suspended
losses of $1,142,213 for the year ended March 31, 1999 are not included.

NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

SERIES 3

   As of March 31, 2000, the Partnership had acquired a 99% interest in the
profits,  losses  and  tax  credits as a  limited  partner  in  23  Project
Partnerships which own and operate government assisted multi-family housing
complexes.
   Cash  flows  from operations are allocated according to each Partnership
agreement.  Upon dissolution proceeds will be distributed according to each
Partnership agreement.
  The following is a summary of Investments in Project Partnerships as of:

                                           MARCH 31, 2000   MARCH 31, 1999
                                           --------------   --------------
Capital Contributions to Project Partner-
ships and purchase price paid for limited
partner interests in Project Partnerships      $ 3,888,713      $ 3,888,713

Cumulative equity in losses of Project
Partnerships (1)                                (4,042,301)      (3,927,601)

Cumulative distributions received from
Project Partnerships                              (158,676)        (155,866)
                                              ------------     ------------
Investment in Project Partnerships before
Adjustment                                        (312,264)        (194,754)

Excess of investment cost over the
underlying assets acquired:
 Acquisition fees and expenses                     491,746          491,746
 Accumulated amortization of acquisition
fees and expenses                                  (79,292)         (78,172)
                                              ------------    -------------

Investments in Project Partnerships            $   100,190      $   218,820
                                              ============     ============
(1)  In  accordance with the Partnership's accounting policy to  not  carry
Investments in Project Partnerships below zero, cumulative suspended losses
of  $2,455,000  for the year ended March 31, 2000 and cumulative  suspended
losses of $1,581,681 for the year ended March 31, 1999 are not included.

NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

SERIES 4

   As of March 31, 2000, the Partnership had acquired a 99% interest in the
profits,  losses  and  tax  credits as a  limited  partner  in  29  Project
Partnerships which own and operate government assisted multi-family housing
complexes.
   Cash  flows  from operations are allocated according to each Partnership
agreement.  Upon dissolution proceeds will be distributed according to each
Partnership agreement.
  The following is a summary of Investments in Project Partnerships as of:

                                           MARCH 31, 2000   MARCH 31, 1999
                                           --------------   --------------
Capital Contributions to Project Partner-
ships and purchase price paid for limited
partner interests in Project Partnerships      $ 4,952,519      $ 4,952,519

Cumulative equity in losses of Project
Partnerships (1)                                (4,810,009)      (4,634,186)

Cumulative distributions received from
Project Partnerships                              (107,167)        (100,990)
                                              ------------     ------------
Investment in Project Partnerships before
Adjustment                                          35,343          217,343

Excess of investment cost over the
underlying assets acquired:
 Acquisition fees and expenses                     562,967          562,967
 Accumulated amortization of acquisition
fees and expenses                                 (110,618)        (103,962)
                                               -----------      -----------

Investments in Project Partnerships              $ 487,692        $ 676,348
                                              ============     ============
(1)  In  accordance with the Partnership's accounting policy to  not  carry
Investments in Project Partnerships below zero, cumulative suspended losses
of  $1,531,158  for the year ended March 31, 2000 and cumulative  suspended
losses of $1,002,895 for the year ended March 31, 1999 are not included.

NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

SERIES 5

   As of March 31, 2000, the Partnership had acquired a 99% interest in the
profits,  losses  and  tax  credits as a  limited  partner  in  36  Project
Partnerships which own and operate government assisted multi-family housing
complexes.
   Cash  flows  from operations are allocated according to each Partnership
agreement.  Upon dissolution proceeds will be distributed according to each
Partnership agreement.
  The following is a summary of Investments in Project Partnerships as of:

                                           MARCH 31, 2000   MARCH 31, 1999
                                           --------------   --------------
Capital Contributions to Project Partner-
ships and purchase price paid for limited
partner interests in Project Partnerships     $  6,164,472      $ 6,164,472

Cumulative equity in losses of Project
Partnerships (1)                                (5,585,539)      (5,407,399)

Cumulative distributions received from
Project Partnerships                              (156,548)        (146,715)
                                             -------------    -------------
Investment in Project Partnerships before
Adjustment                                         422,385          610,358

Excess of investment cost over the
underlying assets acquired:
 Acquisition fees and expenses                     650,837          650,837
 Accumulated amortization of acquisition
fees and expenses                                 (121,773)        (115,614)
                                               -----------      -----------

Investments in Project Partnerships              $ 951,449      $ 1,145,581
                                              ============     ============
(1)  In  accordance with the Partnership's accounting policy to  not  carry
Investments in Project Partnerships below zero, cumulative suspended losses
of  $1,642,901  for the year ended March 31, 2000 and cumulative  suspended
losses of $929,309 for the year ended March 31, 1999 are not included.

NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

SERIES 6

   As of March 31, 2000, the Partnership had acquired a 99% interest in the
profits,  losses  and  tax  credits as a  limited  partner  in  38  Project
Partnerships which own and operate government assisted multi-family housing
complexes.
   Cash  flows  from operations are allocated according to each Partnership
agreement.  Upon dissolution proceeds will be distributed according to each
Partnership agreement.
  The following is a summary of Investments in Project Partnerships as of:

                                           MARCH 31, 2000   MARCH 31, 1999
                                           --------------   --------------
Capital Contributions to Project Partner-
ships and purchase price paid for limited
partner interests in Project Partnerships      $ 7,462,215      $ 7,462,215

Cumulative equity in losses of Project
Partnerships (1)                                (5,929,821)      (5,496,224)

Cumulative distributions received from
Project Partnerships                              (163,773)        (145,656)
                                              ------------     ------------
Investment in Project Partnerships before
Adjustment                                       1,368,621        1,820,335

Excess of investment cost over the
underlying assets acquired:
 Acquisition fees and expenses                     785,179          785,179
 Accumulated amortization of acquisition
fees and expenses                                 (156,410)        (141,428)
                                              ------------     ------------

Investments in Project Partnerships            $ 1,997,390      $ 2,464,086
                                              ============     ============
(1)  In  accordance with the Partnership's accounting policy to  not  carry
Investments in Project Partnerships below zero, cumulative suspended losses
of  $1,029,135  for the year ended March 31, 2000 and cumulative  suspended
losses of $598,829 for the year ended March 31, 1999 are not included.

NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

TOTAL SERIES 2 - 6

  The following is a summary of Investments in Project Partnerships:

                                           MARCH 31, 2000   MARCH 31, 1999
                                           --------------   --------------
Capital Contributions to Project Partner-
ships and purchase price paid for limited
partner interests in Project Partnerships     $ 26,992,597      $26,992,597

Cumulative equity in losses of Project
Partnerships (1)                               (24,920,896)     (23,903,092)

Cumulative distributions received from
Project Partnerships                              (660,375)        (618,881)
                                              ------------     ------------
Investment in Project Partnerships before
Adjustment                                       1,411,326        2,470,624

Excess of investment cost over the
underlying assets acquired:
 Acquisition fees and expenses                   2,881,567        2,881,567
 Accumulated amortization of acquisition
fees and expenses                                 (547,957)        (515,777)
                                             -------------    -------------

Investments in Project Partnerships            $ 3,744,936      $ 4,836,414
                                             =============    =============

NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

   In  accordance with the Partnership's policy of presenting the financial
information of the Project Partnerships on a three month lag, below is  the
summarized financial information for the Series' Project Partnerships as of
December 31 of each year:
                                                 DECEMBER 31,
                                       1999         1998           1997
SERIES 2                               ----         ----           ----
SUMMARIZED BALANCE SHEETS
Assets:
  Current assets                    $ 1,877,161   $ 1,786,180   $ 1,664,759
  Investment properties, net         19,889,312    20,780,885    21,671,589
  Other assets                            2,370        10,554         2,370
                                   ------------  ------------   -----------
    Total assets                    $21,768,843   $22,577,619   $23,338,718
                                   ============  ============   ===========
Liabilities and Partners' Equity:
  Current liabilities               $   486,993   $   488,583   $   455,868
  Long-term debt                     23,110,828    23,166,342    23,216,826
                                   ------------  ------------   -----------
    Total liabilities                23,597,821    23,654,925    23,672,694
                                   ------------  ------------   -----------
Partners' equity
  Limited Partner                    (1,833,812)   (1,105,102)     (387,627)
  General Partners                        4,834        27,796        53,651
                                   ------------  ------------   -----------
    Total Partners' equity           (1,828,978)   (1,077,306)     (333,976)
                                   ------------  ------------   -----------
    Total liabilities and
partners' equity                    $21,768,843   $22,577,619   $23,338,718
                                   ============  ============  ============
SUMMARIZED STATEMENTS OF
OPERATIONS
Rental and other income             $ 4,012,320   $ 4,033,895   $ 3,928,831
Expenses:
  Operating expenses                  1,794,189     1,709,810     1,656,842
  Interest expense                    2,044,746     2,114,068     2,052,361
  Depreciation and amortization         897,242       919,877       935,616
                                   ------------  ------------  ------------
    Total expenses                    4,736,177     4,743,755     4,644,819
                                   ------------- -------------  ------------
      Net loss                       $ (723,857)  $  (709,860)  $  (715,988)
                                   ============= =============  ============
Other partners' share of net loss        (7,239)       (7,099)       (7,160)
                                   ============= =============  ============
Partnership's share of net loss      $ (716,618)  $  (702,761)  $  (708,828)

Suspended losses                        601,074       575,862       420,416
                                   ------------  ------------  ------------
Equity in Losses of Project
Partnerships                         $ (115,544)  $  (126,899)  $  (288,412)
                                   ============  ============  ============

As  of December 31, 1999, the largest Project Partnership constituted 12.1%
and  14.0%,  and  as  of December 31, 1998 the largest Project  Partnership
constituted  12.3%  and 13.0% of the combined total assets  by  series  and
combined total revenues by series, respectively.

NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

   In  accordance with the Partnership's policy of presenting the financial
information of the Project Partnerships on a three month lag, below is  the
summarized financial information for the Series' Project Partnerships as of
December 31 of each year:

                                                  DECEMBER 31,
                                       1999          1998           1997
SERIES 3                               ----          ----           ----
SUMMARIZED BALANCE SHEETS
Assets:
  Current assets                    $ 2,165,819    $ 2,135,449     $ 2,087,969
  Investment properties, net         16,926,832     18,061,080      18,896,091
  Other assets                          198,916        212,500         216,421
                                    ------------   ------------    ------------
    Total assets                    $19,291,567    $20,409,029     $21,200,481
                                   ============   ============    ============
Liabilities and Partners' Equity:
  Current liabilities               $   491,796    $   479,070     $   473,232
  Long-term debt                     21,648,149     21,720,128      21,786,186
                                   ------------   ------------    ------------
    Total liabilities                22,139,945     22,199,198      22,259,418
                                   ------------   ------------    ------------
Partners' equity
  Limited Partner                    (3,068,148)    (2,052,234)     (1,365,169)
  General Partners                      219,770        262,065         306,232
                                   ------------   ------------    ------------
    Total Partners' equity           (2,848,378)    (1,790,169)     (1,058,937)
                                   -------------  -------------    ------------
    Total liabilities and
partners' equity                    $19,291,567    $20,409,029     $21,200,481
                                   ============   ============    ============
SUMMARIZED STATEMENTS OF
OPERATIONS
Rental and other income             $ 3,900,623    $ 3,873,356     $ 3,897,285
Expenses:
  Operating expenses                  1,681,735      1,613,589       1,630,694
  Interest expense                    2,006,761      2,009,194       2,012,078
  Depreciation and amortization       1,213,599        913,619         923,055
                                   ------------   ------------    ------------
    Total expenses                    4,902,095      4,536,402       4,565,827

      Net loss                      $(1,001,472)   $  (663,046)    $  (668,542)
                                   ============   ============    ============
Other partners' share of net loss       (13,453)        (8,623)         (6,686)
                                   ============   ============    ============
Partnership's share of net loss     $  (988,019)   $  (654,423)    $  (661,856)

Suspended losses                        873,319        548,603         463,688
                                   ------------   ------------    ------------
Equity in Losses of Project
Partnerships                        $  (114,700)   $  (105,820)    $  (198,168)
                                   ============   ============    ============

As  of December 31, 1999, the largest Project Partnership constituted  6.6%
and  6.4%,  and  as  of  December 31, 1998 the largest Project  Partnership
constituted  7.8%  and  6.5% of the combined total  assets  by  series  and
combined total revenues by series, respectively.

NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

   In  accordance with the Partnership's policy of presenting the financial
information of the Project Partnerships on a three month lag, below is  the
summarized financial information for the Series' Project Partnerships as of
December 31 of each year:
                                                 DECEMBER 31,
                                       1999         1998          1997
SERIES 4                               ----         ----          ----
SUMMARIZED BALANCE SHEETS
Assets:
  Current assets                   $ 2,375,444    $ 2,258,054   $ 2,041,655
  Investment properties, net         23,334,011    24,296,782    25,293,995
  Other assets                            8,431        18,066         9,175
                                    -----------   -----------  ------------
    Total assets                    $25,717,886   $26,572,902   $27,344,825
                                    ===========   ===========  ============
Liabilities and Partners' Equity:
  Current liabilities                $  620,178   $   630,630   $   581,357
  Long-term debt                     26,444,765    26,508,044    26,566,388
                                    -----------  ------------  ------------
    Total liabilities                27,064,943    27,138,674    27,147,745
                                    -----------   -----------  ------------
Partners' equity
  Limited Partner                    (1,495,788)     (759,474)      (26,884)
  General Partners                      148,731       193,702       223,964
                                    -----------   -----------  ------------
    Total Partners' equity           (1,347,057)     (565,772)       197,080
                                    -----------   -----------  ------------
    Total liabilities and
partners' equity                    $25,717,886   $26,572,902   $27,344,825
                                   ============  ============  ============
SUMMARIZED STATEMENTS OF
OPERATIONS
Rental and other income             $ 4,625,537   $ 4,613,372   $ 4,556,702
Expenses:
  Operating expenses                  2,093,013     2,025,711     2,010,724
  Interest expense                    2,276,169     2,296,338     2,305,229
  Depreciation and amortization         983,083     1,016,293     1,060,855
                                    ------------  ------------  ------------
    Total expenses                    5,352,265     5,338,342     5,376,808

      Net loss                       $ (726,728)  $  (724,970)  $  (820,106)
                                   ============  ============  ============
Other partners' share of net loss       (22,642)       (9,540)       (8,201)
                                   ============  ============  ============
Partnership's share of net loss      $ (704,086)  $  (715,430)  $  (811,905)

Suspended losses                        528,263       506,511       390,019
                                   ------------  ------------  ------------
Equity in Losses of Project
Partnerships                         $ (175,823)  $  (208,919)  $  (421,886)
                                   ============  ============  ============

As  of December 31, 1999, the largest Project Partnership constituted  5.0%
and  6.1%,  and  as  of  December 31, 1998 the largest Project  Partnership
constituted  6.0%  and  6.2% of the combined total  assets  by  series  and
combined total revenues by series, respectively.

NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

   In  accordance with the Partnership's policy of presenting the financial
information of the Project Partnerships on a three month lag, below is  the
summarized financial information for the Series' Project Partnerships as of
December 31 of each year:
                                                 DECEMBER 31,
                                       1999         1998          1997
SERIES 5                               ----         ----          ----
SUMMARIZED BALANCE SHEETS
Assets:
  Current assets                    $ 2,903,343   $ 2,744,515   $ 2,652,154
  Investment properties, net         29,235,956    30,448,363    31,679,751
  Other assets                            2,552         2,552         2,552
                                   ------------  ------------  ------------
    Total assets                    $32,141,851   $33,195,430   $34,334,457
                                   ============  ============  ============
Liabilities and Partners' Equity:
  Current liabilities               $   720,555   $   772,090   $   785,847
  Long-term debt                     32,658,604    32,747,276    32,829,165
                                    ------------  ------------  ------------
    Total liabilities                33,379,159    33,519,366    33,615,012
                                   ------------  ------------  ------------
Partners' equity
  Limited Partner                    (1,136,314)     (216,969)      788,433
  General Partners                     (100,994)     (106,967)      (68,988)
                                    -----------   -----------  ------------
    Total Partners' equity           (1,237,308)     (323,936)      719,445
                                    -----------   -----------  ------------
    Total liabilities and
partners' equity                    $32,141,851   $33,195,430   $34,334,457
                                   ============  ============  ============
SUMMARIZED STATEMENTS OF
OPERATIONS
Rental and other income             $ 5,614,817   $ 5,629,872   $ 5,570,816
Expenses:
  Operating expenses                  2,570,893     2,521,833     2,413,360
  Interest expense                    2,658,463     2,785,745     2,787,267
  Depreciation and amortization       1,286,201     1,312,998     1,331,686
                                    ------------  ------------  ------------
    Total expenses                    6,515,557     6,620,576     6,532,313

      Net loss                       $ (900,740)  $  (990,704)  $  (961,497)
                                   ============  ============  ============
Other partners' share of net loss        (9,008)       (9,907)       (9,615)
                                   ============  ============  ============
Partnership's share of net loss      $ (891,732)  $  (980,797)  $  (951,882)

Suspended losses                        713,592       680,755       223,153
                                    -----------   -----------  ------------
Equity in Losses of Project
Partnerships                         $ (178,140)  $  (300,042)  $  (728,729)
                                   ============  ============  ============

As  of December 31, 1999, the largest Project Partnership constituted  8.0%
and  8.4%,  and  as  of  December 31, 1998 the largest Project  Partnership
constituted  8.0%  and  7.7% of the combined total  assets  by  series  and
combined total revenues by series, respectively.

NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

   In  accordance with the Partnership's policy of presenting the financial
information of the Project Partnerships on a three month lag, below is  the
summarized financial information for the Series' Project Partnerships as of
December 31 of each year:
                                                 DECEMBER 31,
                                       1999         1998          1997
SERIES 6                               ----         ----          ----
SUMMARIZED BALANCE SHEETS
Assets:
  Current assets                    $ 3,056,225   $ 3,052,306   $ 2,895,432
  Investment properties, net         33,193,532    34,406,433    35,729,386
  Other assets                            8,088        21,638        12,783
                                    ------------  ------------  ------------
    Total assets                    $36,257,845   $37,480,377   $38,637,601
                                   ============  ============  ============
Liabilities and Partners' Equity:
  Current liabilities               $   670,941   $   816,353   $   794,495
  Long-term debt                     35,487,112    35,619,894    35,743,123
                                   ------------  ------------  ------------
    Total liabilities                36,158,053    36,436,247    36,537,618
                                   ------------  ------------  ------------
Partners' equity
  Limited Partner                       354,389     1,248,290     2,262,748
  General Partners                     (254,597)     (204,160)     (162,765)
                                   ------------  ------------  ------------
    Total Partners' equity               99,792     1,044,130     2,099,983
                                   ------------  ------------  ------------
    Total liabilities and
partners' equity                    $36,257,845   $37,480,377   $38,637,601
                                   ============  ============  ============
SUMMARIZED STATEMENTS OF
OPERATIONS
Rental and other income             $ 5,831,193   $ 5,796,738   $ 5,816,156
Expenses:
  Operating expenses                  2,459,553     2,473,136     2,338,842
  Interest expense                    2,875,156     2,902,662     2,902,564
  Depreciation and amortization       1,371,839     1,414,757     1,474,599
                                    ------------  ------------  ------------
    Total expenses                    6,706,548     6,790,555     6,716,005

      Net loss                      $  (875,355)  $  (993,817)  $  (899,849)
                                   ============  ============  ============
Other partners' share of net loss       (11,452)      (11,906)       (8,998)
                                   ============  ============  ============
Partnership's share of net loss     $  (863,903)  $  (981,911)  $  (890,851)

Suspended losses                        430,306       380,506       128,928
                                   ------------  ------------  ------------
Equity in Losses of Project
Partnerships                        $  (433,597)  $  (601,405)  $  (761,923)
                                   ============  ============  ============


As  of December 31, 1999, the largest Project Partnership constituted  6.7%
and  5.8%,  and  as  of  December 31, 1998 the largest Project  Partnership
constituted  7.0%  and  6.0% of the combined total  assets  by  series  and
combined total revenues by series, respectively.

NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

   In  accordance with the Partnership's policy of presenting the financial
information of the Project Partnerships on a three month lag, below is  the
summarized financial information for the Series' Project Partnerships as of
December 31 of each year:
                                              DECEMBER 31,
                                   1999           1998            1997
TOTAL SERIES 2 - 6                 ----           ----            ----
SUMMARIZED BALANCE SHEETS
Assets:
  Current assets                $ 12,377,992   $ 11,976,504    $ 11,341,969
  Investment properties, net     122,579,643    127,993,543     133,270,812
  Other assets                       220,357        265,310         243,301
                              --------------  -------------   -------------
    Total assets                $135,177,992   $140,235,357    $144,856,082
                              ==============   ============   =============
Liabilities and Partners'
Equity:
  Current liabilities           $  2,990,463   $  3,186,726    $  3,090,799
  Long-term debt                 139,349,458    139,761,684     140,141,688
                              --------------   ------------   -------------
    Total liabilities            142,339,921    142,948,410     143,232,487
                              --------------  -------------   -------------
Partners' equity
  Limited Partner                 (7,179,673)    (2,885,489)       1,271,501
  General Partners                    17,744        172,436          352,094
                              --------------  -------------   -------------
    Total Partners' equity        (7,161,929)    (2,713,053)       1,623,595
                              --------------  -------------    -------------
    Total liabilities and
partners' equity                $135,177,992   $140,235,357     $144,856,082
                               =============  ============     =============
SUMMARIZED STATEMENTS OF
OPERATIONS
Rental and other income         $ 23,984,490   $ 23,947,233     $ 23,769,790
Expenses:
  Operating expenses              10,599,383     10,344,079       10,050,462
  Interest expense                11,861,295     12,108,007       12,059,499
  Depreciation and
amortization                       5,751,964      5,577,544        5,725,811
                                ------------   -----------    -------------
    Total expenses                28,212,642     28,029,630       27,835,772

      Net loss                  $ (4,228,152)  $ (4,082,397)    $ (4,065,982)
                                =============  ============    =============
Other partners' share of net
loss                                 (63,794)       (47,075)         (40,660)
                                =============  ============    =============
Partnership's share of net
loss                            $ (4,164,358)  $ (4,082,397)   $ (4,025,322)

Suspended losses                   3,146,554      2,692,237       1,626,204
                               -------------   -----------    ------------
Equity in Losses of Project
Partnerships                    $ (1,017,804)  $ (1,343,085)   $ (2,399,118)
                               =============  ============    =============


NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS(continued):

    The  Partnership's  equity  by  Series  as  reflected  by  the  Project
Partnerships  differs  from  the  Partnership's  Investments   in   Project
Partnerships  before  acquisition fees and  expenses  and  amortization  by
Series primarily because of suspended losses on the Partnerships books  and
differences in the accounting treatment of miscellaneous items.

  By Series these differences are as follows:

                            Equity Per Project
                               Partnership          Equity Per Partnership
                         ------------------------   ----------------------
                Series 2            $ (1,833,812)              $  (102,759)
                Series 3              (3,068,148)                 (312,264)
                Series 4              (1,495,788)                    35,343
                Series 5              (1,136,314)                   422,385
                Series 6                  354,389                 1,368,621

NOTE 6 - TAXABLE INCOME (LOSS):

   The following is a reconciliation between Net Income (Loss) as described
in  the  financial  statements and the Partnership income  (loss)  for  tax
purposes:

                                   2000           1999            1998
SERIES 2                           ----           ----            ----
Net Loss per Financial
Statements                     $   (166,538)   $  (221,305)    $  (337,693)

Equity in Losses of Project
Partnerships for tax purposes
less than (in excess of)
losses for financial
statement purposes                 (667,867)      (665,541)       (532,154)

Adjustments to convert March
31, fiscal year end to
December 31, taxable year end       (42,530)        37,811          (1,093)

Items Expensed for Financial
Statement purposes not
expensed for Tax purposes:
  Asset Management Fee               35,353         31,029          34,574
  Amortization Expense               46,550          5,270             536
  Other Adjustments                  (6,936)        (3,839)              0
                                ------------   ------------    ------------

Partnership loss for tax
purposes as of December 31      $  (801,968)   $  (816,575)    $  (835,830)
                                ============   ============    ============

                               December 31,   December 31,    December 31,
                                   1999           1998            1997
                               ------------   ------------    ------------
Federal Low Income Housing
Tax Credits  (Unaudited)         $ 1,030,466    $ 1,030,466     $ 1,031,430
                                 ===========    ===========     ===========

NOTE 6 - TAXABLE INCOME (LOSS):

   The following is a reconciliation between Net Income (Loss) as described
in  the  financial  statements and the Partnership income  (loss)  for  tax
purposes:

                                   2000           1999            1998
SERIES 3                           ----           ----            ----
Net Loss per Financial
Statements                     $   (147,068)   $  (187,324)    $  (221,508)

Equity in Losses of Project
Partnerships for tax purposes
less than (in excess of)
losses for financial
statement purposes                 (617,452)      (559,823)       (509,467)

Adjustments to convert March
31, fiscal year end to
December 31, taxable year end       (48,955)        53,171         (25,303)

Items Expensed for Financial
Statement purposes not
expensed for Tax purposes:
  Asset Management Fee                22,159        13,609           21,359
  Amortization Expense                43,005         9,979           (3,784)
  Other Adjustments                  (14,514)      (34,964)               0
                                ------------   ------------    ------------

Partnership loss for tax
purposes as of December 31       $  (762,825)  $  (705,352)     $  (738,703)
                                ============   ============    ============

                               December 31,   December 31,    December 31,
                                   1999           1998            1997
                               ------------   ------------    -----------
Federal Low Income Housing
Tax Credits  (Unaudited)         $   379,668    $   904,132     $   969,244
                                 ===========    ===========     ===========

NOTE 6 - TAXABLE INCOME (LOSS):

   The following is a reconciliation between Net Income (Loss) as described
in  the  financial  statements and the Partnership income  (loss)  for  tax
purposes:


                                   2000           1999            1998
SERIES 4                           ----           ----            ----
Net Loss per Financial
Statements                      $  (235,491)   $  (348,671)    $  (485,415)

Equity in Losses of Project
Partnerships for tax purposes
less than (in excess of)
losses for financial
statement purposes                 (657,984)      (611,767)       (549,870)

Adjustments to convert March
31, fiscal year end to
December 31, taxable year end       (81,152)        68,041            6,099

Items Expensed for Financial
Statement purposes not
expensed for Tax purposes:
  Asset Management Fee                35,656        32,527           33,247
  Amortization Expense                85,586        13,104           (5,963)
Other Adjustments                     (7,650)       (4,384)               0
                                ------------   ------------    ------------

Partnership loss for tax
purposes as of December 31      $  (861,035)   $  (851,150)    $(1,001,902)
                                ============   ============    ============

                               December 31,   December 31,    December 31,
                                   1999           1998            1997
                               ------------   ------------    ------------
Federal Low Income Housing
Tax Credits  (Unaudited)         $ 1,177,677    $ 1,177,677     $ 1,177,677
                                 ===========    ===========     ===========

NOTE 6 - TAXABLE INCOME (LOSS):

   The following is a reconciliation between Net Income (Loss) as described
in  the  financial  statements and the Partnership income  (loss)  for  tax
purposes:

                                   2000           1999            1998
SERIES 5                           ----           ----            ----
Net Loss per Financial
Statements                     $   (243,982)   $  (403,555)    $  (813,502)

Equity in Losses of Project
Partnerships for tax purposes
less than (in excess of)
losses for financial
statement purposes                 (831,003)      (828,115)       (341,766)

Adjustments to convert March
31, fiscal year end to
December 31, taxable year end       (30,361)        12,889            (355)

Items Expensed for Financial
Statement purposes not
expensed for Tax purposes:
  Asset Management Fee               38,069         34,182          36,068
  Amortization Expense               35,067         14,276           9,911
  Other Adjustments                 (14,529)        (3,133)              0
                                ------------   ------------    ------------

Partnership loss for tax
purposes as of December 31      $(1,046,739)   $(1,173,456)    $(1,109,644)
                                ============   ============    ============

                               December 31,   December 31,    December 31,
                                   1999           1998            1997
                               ------------   ------------    ------------
Federal Low Income Housing
Tax Credits  (Unaudited)         $ 1,432,448    $ 1,432,378     $ 1,432,378
                                 ===========    ===========     ===========

NOTE 6 - TAXABLE INCOME (LOSS):

   The following is a reconciliation between Net Income (Loss) as described
in  the  financial  statements and the Partnership income  (loss)  for  tax
purposes:

                                   2000           1999            1998
SERIES 6                           ----           ----            ----
Net Loss per Financial
Statements                      $  (531,947)   $  (701,324)    $  (870,137)

Equity in Losses of Project
Partnerships for tax purposes
less than (in excess of)
losses for financial
statement purposes                 (667,038)      (642,061)       (331,643)

Adjustments to convert March
31, fiscal year end to
December 31, taxable year end           894         (9,368)         (4,171)

Items Expensed for Financial
Statement purposes not
expensed for Tax purposes:
  Asset Management Fee               51,057         47,319          47,356
  Amortization Expense               10,829         17,305          21,592
  Other Adjustments                  (3,915)        (1,325)              0
                                ------------   ------------    ------------

Partnership loss for tax
purposes as of December 31      $(1,140,120)   $(1,287,454)    $(1,137,003)
                                ============   ============    ============

                               December 31,   December 31,    December 31,
                                   1999           1998            1997
                               ------------   ------------    ------------
Federal Low Income Housing
Tax Credits  (Unaudited)         $ 1,690,086    $ 1,689,792     $ 1,689,263
                                 ===========    ===========     ===========

NOTE 6 - TAXABLE INCOME (LOSS):

   The following is a reconciliation between Net Income (Loss) as described
in  the  financial  statements and the Partnership income  (loss)  for  tax
purposes:

                                   2000           1999            1998
TOTAL SERIES 2 - 6                 ----           ----            ----
Net Loss per Financial
Statements                      $(1,325,026)   $(1,862,179)    $(2,728,255)

Equity in Losses of Project
Partnerships for tax purposes
less than (in excess of)
losses for financial
statement purposes               (3,441,344)    (3,307,307)     (2,264,900)

Adjustments to convert March
31, fiscal year end to
December 31, taxable year end      (202,104)       164,544         (24,823)

Items Expensed for Financial
Statement purposes not
expensed for Tax purposes:
  Asset Management Fee              182,294        158,666         172,604
  Amortization Expense              221,037         59,934          22,292
  Other Adjustments                 (47,544)       (47,645)              0
                                ------------   ------------    ------------

Partnership loss for tax
purposes as of December 31      $(4,612,687)   $(4,833,987)    $(4,823,082)
                                ============   ============    ============

The  difference  in  the  total  value of the Partnership's  Investment  in
Project  Partnerships  is approximately $2,705,000  higher  for  Series  2,
$2,426,000  higher for Series 3, $3,052,000 higher for Series 4, $2,714,000
higher  for  Series  5  and $2,557,000 higher for Series  6  for  financial
reporting  purposes  than for tax return purposes because  (i)  there  were
depreciation  differences  between financial  reporting  purposes  and  tax
return purposes and (ii) certain expenses are not deductible for tax return
purposes.


Hill, Barth & King LLC
554 West 10th Street
Erie, PA 16502
PHONE:  814-456-5385
FAX:  814-454-5004

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------

To the Partners
Springwood Apartments Limited Partnership
Westfield, New York

We have audited the accompanying balance sheets of Springwood Apartments
Limited Partnership, as of December 31, 1999 and 1998, 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 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 Springwood Apartments
Limited Partnership as of December 31, 1999 and 1998 and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued our
report dated January 24, 2000 on our consideration of Springwood Apartments
Limited Partnership internal control over financial reporting and our tests
of its compliance with certain provisions of laws, regulations, contracts,
and grants.


/s/ Hill, Barth & King LLC
Certified Public Accountants

January 24, 2000

Hill, Barth & King LLC
544 West 10th Street
Erie, PA 16502
PHONE:  814-456-5385
FAX:  814-454-5004

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners
Cherrytree Apartments Limited Partnership
Albion, Pennsylvania

We have audited the accompanying balance sheets of Cherrytree Apartments
Limited Partnership, as of December 31, 1999 and 1998, 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 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 Cherrytree Apartments
Limited Partnership as of December 31, 1999 and 1998 and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued our
report dated January 21, 2000 on our consideration of Cherrytree Apartments
Limited Partnership internal control over financial reporting and our tests
of compliance with certain provisions of laws, regulations, contracts, and
grants.


/s/ Hill, Barth & King LLC
Certified Public Accountants

January 21, 2000

Hill, Barth & King LLC
544 West 10th Street
Erie, PA 16502
PHONE:  814-456-5385
FAX:  814-454-5004

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------

To the Partners
Wynnwood Commons Associates Limited Partnership
Fairchance, Pennsylvania

We have audited the accompanying balance sheets of Wynnwood Commons
Associates Limited Partnership, as of December 31, 1999 and 1998, and the
related statements of operations, partners' equity and cash flows for the
years then ended.  These financial statements are the responsibility of the
Partnership's management.  Our responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards 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 Wynnwood Common
Associates Limited Partnership as of December 31, 1999 and 1998 and the
results of its operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued our
reports dated January 24, 2000 on our consideration of Wynnwood Commons
Associates Limited Partnership internal control over financial reporting
and our tests of compliance with certain provisions of laws, regulations,
contracts, and grants.


/s/ Hill, Barth & King LLC
Certified Public Accountants

January 24, 2000

Hill, Barth & King LLC
544 West 10th Street
Erie, PA 16502
PHONE:  814-456-5385
FAX:  814-454-5004

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------

To the Partners
Stony Creek Commons Limited Partnership
Hooversville, Pennsylvania

We have audited the accompanying balance sheets of Stony Creek Commons
Limited Partnership, as of December 31, 1999 and 1998, and the related
statements of operations, partners' equity and cash flows for the years
then ended.  These financial statements are the responsibility of the
Partnership's management.  Our responsibility is to express an opinion
on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards 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 Stony Creek Commons
Limited Partnership as of December 31, 1999 and 1998 and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued our
report dated January 25, 2000 on our consideration of Stony Creek Commons
Limited Partnership internal control over financial reporting and our tests
of its compliance with certain provisions of laws, regulations, contracts,
and grants.


/s/ Hill, Barth & King LLC
Certified Public Accountants

January 25, 2000

Henderson & Godbee, P.C.
3488 N. Valdosta Rd. - P.O. Box 2241
Valdosta, GA 31604-2241
PHONE:  912-245-6040
FAX:  912-245-1669

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------

To the Partners
Richland Elderly Housing, Ltd.
Valdosta, Georgia

We have audited the accompanying balance sheets of Richland Elderly
Housing, Ltd. (a limited partnership), Federal ID No.: 58-1848044, as of
December 31, 1999 and 1998, and the related statements of income, 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 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 Richland Elderly
Housing, Ltd. as of December 31, 1999 and 1998, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued a
report dated January 24, 2000 on our consideration of the Richland Elderly
Housing, Ltd.'s internal control structure and a report dated January 24,
2000 on its compliance with laws and regulations.


/s/ Henderson & Godbee, P.C.
Certified Public Accountants

January 24, 2000

Henderson & Godbee, P.C.
3488 N. Valdosta Rd. - P.O. Box 2241
Valdosta, GA 31604-2241
PHONE:  912-245-6040
FAX:  912-245-1669

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------

To the Partners
Pearson Elderly Housing, Ltd.
Valdosta, Georgia

We have audited the accompanying balance sheets of Pearson Elderly Housing,
Ltd. (A Limited Partnership), Federal ID No.: 58-1848042, as of December
31, 1999 and 1998, and the related statements of income, 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 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 Pearson Elderly
Housing, Ltd. as of December 31, 1999 and 1998, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued a
report dated January 24, 2000 on our consideration of the Pearson Elderly
Housing, Ltd.'s internal control structure and a report dated January 24,
2000 on its compliance with laws and regulations.


/s/ Henderson & Godbee, P.C.
Certified Public Accountants

January 24, 2000

Henderson & Godbee, P.C.
3488 N. Valdosta Rd.-P.O. Box 2241
Valdosta, GA 31604-2241
PHONE:  912-245-6040
FAX:  912-245-1669

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------

To the Partners
Lake Park Apartments, Ltd.
Valdosta, Georgia

We have audited the accompanying balance sheets of Lake Park Apartments,
Ltd. (A Limited Partnership), Federal ID No.: 58-1844429, as of December
31, 1999 and 1998, and the related statements of income, 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 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 Lake Park Apartments,
Ltd. as of December 31, 1999 and 1998, and the results of its operations
and its cash flows for the years then ended in conformity with generally
accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued a
report dated January 24, 2000 on our consideration of the Lake Park
Apartments, Ltd.'s internal control structure and a report dated January
24, 2000 on its compliance with laws and regulations.


/s/ Henderson & Godbee, P.C.
Certified Public Accountants

January 24, 2000

Henderson & Godbee, P.C.
3488 N. Valdosta Rd.
Valdosta, GA 31604-2241
PHONE:  912-245-6040
FAX:  912-245-1669

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------

To the Partners
Lakeland Elderly Housing, Ltd.
Valdosta, Georgia

We have audited the accompanying balance sheets of Lakeland Elderly
Housing, Ltd. (a limited partnership), Federal ID No.: 58-1898054, as of
December 31, 1999 and 1998, and the related statements of income, 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 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 Lakeland Elderly
Housing, Ltd. as of December 31, 1999 and 1998, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued a
report dated January 24, 2000 on our consideration of the Lakeland Elderly
Housing, Ltd.'s  internal control structure and report dated January 24,
2000 on its compliance with laws and regulations.


/s/ Henderson & Godbee, P.C.
Certified Public Accountants

January 24, 2000

Habif, Arogeti & Wynne, LLP
1073 West Peachtree Street, N.E.
Atlanta, GA 30309-3837
PHONE:  404-892-9651
FAX:  404-876-3913

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners of
Woodland Terrace

We have audited the accompanying balance sheets of WOODLAND TERRACE
APARTMENTS, LTD. (USDA Rural Development Case No. 10-017-581854412), a
limited partnership, as of December 31, 1999 and 1998, and the related
statements of operations, changes in 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, Government Auditing Standards, issued by the Comptroller General
of the United States, and the U.S. Department of Agriculture, Farmers Home
Administration's Audit Program.  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 WOODLAND TERRACE
APARTMENTS, LTD. as of December 31, 1999 and 1998, and the results of its
operations, its changes in partner's equity (deficit), 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
February 9, 2000 on our consideration of WOODLAND TERRACE APARTMENTS,
LTD.'s internal control and a February 9, 2000 on its compliance with laws
and regulations applicable to the financial statements.

Ou audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The supplemental information on
page 13 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/ Habif, Arogeti & Wynne, LLP
Certified Public Accountants
Atlanta, Georgia

February 9, 2000

Habif, Arogeti & Wynne, LLP
1073 West Peachtree Street, N.E.
Atlanta, Georgia  30309-3837
PHONE:  404-892-9651
FAX:  404-876-3913

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners of
Manchester Housing, Ltd.

We have audited the accompanying balance sheet of MANCHESTER HOUSING, LTD.
(USDA Rural Development Case No. 10-099-581845215), a limited partnership,
as of December 31, 1999 and 1998, and the related statements of operations,
changes in 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, Government Auditing Standards, issued by the Comptroller General
of the United States, and the U.S. Department of Agriculture, Farmers Home
Administration's Audit Program.  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 MANCHESTER HOUSING,
LTD.
as of December 31, 1999 and 1998, and the results of its operations, its
changes in partners' equity (deficit), 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 9, 2000 on our consideration of MANCHESTER HOUSING,
LTD.'s internal control and a report dated February 9, 2000 on its
compliance with laws and regulations applicable to the financial
statements.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The supplemental information on
page 13 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 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/ Habif, Arogeti & Wynne, LLP
Certified Public Accountants
Atlanta, Georgia

February 9, 2000

Henderson & Godbee, P.C.
3488 N. Valdosta Rd.-P.O. Box 2241
Valdosta, GA 31604-2241
PHONE:  912-245-6040
FAX:  912-245-1669

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------

To the Partners
Heritage Villas, L.P.
McRae, Georgia

We have audited the accompanying balance sheets of Heritage Villas, L.P. (a
limited partnership), Federal ID #: 58-1898056, as of December 31, 1998 and
1997, and the related statements of income, partners' (deficit) and cash
flows for the years then ended.  These financial statements are the
responsibility of the Partnership's management.  Our responsibility is to
express an opinion on these financial statements based on our 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 Heritage Villas, L.P.
as of December 31, 1998 and 1997, and the results of its operations and its
cash flows for the years then ended in conformity with generally accepted
accounting principles.

In accordance with Government Auditing Standards, we have also issued
reports dated February 11, 1999 on our consideration of Heritage Villas,
L.P.'s internal control structure and its compliance with laws and
regulations.


/s/ Henderson & Godbee, P.C.
Certified Public Accountants

February 11, 1999

Davis, Nichols & Associates LLP
3555 North Crossing Circle
Valdosta, GA 31602
PHONE:  912-247-9801
FAX:  912-244-7704

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------

To the Partners
Heritage Villas, L.P.
McRae, Georgia

We have audited the accompanying balance sheet of Heritage Villas, L.P. (a
limited partnership), Federal ID #: 58-1898056, as of December 31, 1999,
and the related statements of income, 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.  The financial
statements of Heritage Villas, L.P. as of December 31, 1998 were audited by
other auditors whose report dated February 11, 1999, expressed an
unqualified opinion on those statements.

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 Heritage Villas, L.P.
as of December 31, 1999, and the results of its operations and its cash
flows for the year then ended in conformity with generally accepted
accounting principles.

In accordance with Government Auditing Standards, we have also issued
reports dated February 14, 2000 on our consideration of Heritage Villas,
L.P.'s internal control structure and its compliance with laws and
regulations.


/s/ Davis, Nichols & Associates L.L.P.
Certified Public Accountants and Consultants

February 14, 2000

Habif, Arogeti & Wynne, LLP
1073 West Peachtree Street, N.E.
Atlanta, GA 30309-3837
PHONE:  404-892-9651
FAX:  404-876-3913

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners of
Crisp Properties, L.P.

We have audited the accompanying balance sheets of CRISP PROPERTIES, L.P.
(USDA Rural Development Case No. 10-017-581854412), as of December 31, 1999
and 1998, and the related statements of operations, changes in 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, Government Auditing Standards, issued by the Comptroller General
of the United States, and the U.S. Department of Agriculture, Farmers Home
Administration's Audit Program.  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 CRISP PROPERTIES, L.P.
as of December 31, 1999 and 1998, and the results of its operations, its
changes in partners equity (deficit), 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 9, 2000 on our consideration of CRISP PROPERTIES,
L.P.'s internal control and a report dated February 9, 2000 on its
compliance with laws and regulations applicable to the financial
statements.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The supplemental information on
page 13 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 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/ Habif, Arogeti & Wynne, LLP
Certified Public Accountants
Atlanta, Georgia

February 9, 2000

Habif, Arogeti & Wynne, LLP
1073 West Peachtree Street, N.E.
Atlanta, GA 30309-3837
PHONE:  404-892-9651
FAX:  404-876-3913

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners of
Blackshear Apartments, L.P. Phase II

We have audited the accompanying balance sheets of BLACKSHEAR APARTMENTS,
L.P. PHASE II (USDA Rural Development Case No. 10-040-581925616), a limited
partnership, as of December 31, 1999 and 1998, and the related statements
of operations, changes in 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, Government Auditing Standards, issued by the Comptroller General
of the United States, and the U.S. Department of Agriculture, Farmers Home
Administration's Audit Program.  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 BLACKSHEAR APARTMENTS,
L.P. PHASE II as of December 31, 1999 and 1998, and the results of its
operations, its changes in partner's equity (deficit), 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 9, 2000 on our consideration of BLACKSHEAR
APARTMENTS, L.P. PHASE II'S internal control and a report dated February 9,
2000 on its compliance with laws and regulations applicable to financial
statements.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The supplemental information on
page 13 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 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/ Habif, Arogeti & Wynne, LLP
Certified Public Accountants
Atlanta, Georgia

February 9, 2000

Henderson & Godbee, P.C.
3488 N. Valdosta Rd.-P.O. Box 2241
Valdosta, GA 31604-2241
PHONE:  912-245-6040
FAX:  912-245-1669

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners
Crawford Rental Housing, L.P.
Valdosta, Georgia

We have audited the accompanying balance sheets of Crawford Rental Housing,
L.P. (a limited partnership), Federal ID No.: 58-1850761, as of December
31, 1999 and 1998, and the related statements of income, 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 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 Crawford Rental
Housing, L.P. as of December 31, 1999 and 1998, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued a
report dated January 24, 2000 on our consideration of Crawford Rental
Housing, L.P.'s internal control structure and a report dated January 24,
2000 on its compliance with laws and regulations.

/s/ Henderson & Godbee, P.C.
Certified Public Accountants

January 24, 2000

Henderson & Godbee, P.C.
3488 N. Valdosta Rd.- P.O. Box 2241
Valdosta, GA 31604-2241
PHONE:  912-245-6040
FAX:  912-245-1669

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners
Shellman Housing, L.P.
Valdosta, Georgia

We have audited the accompanying balance sheets of Shellman Housing, L.P.
(a limted partnership), Federal ID No.: 58-1917615, as of December 31, 1999
and 1998, and the related statements of income, 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 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 Shellman Housing L.P.
as of December 31, 1999 and 1998, and the results of its operations and its
cash flows for the years then ended in conformity with generally accepted
accounting principles.

In accordance with Government Auditing Standards, we have also issued a
report dated January 24, 2000 on our consideration of the Shellman Housing
L.P.'s internal control structure and a report dated January 24, 2000 on
its compliance with laws and regulations.


/s/ Henderson & Godbee, P.C.
Certified Public Accountants

January 24, 2000

Henderson & Godbee, P.C.
3488 N. Valdosta Rd.-P.O. Box 2241
Valdosta, GA 31604-2241
PHONE:  912-245-6040
FAX:  912-245-1669

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------

To the Partners
Greensboro Properties, L.P., Phase II
Valdosta, Georgia

We have audited the accompanying balance sheets of Greensboro Properties,
L.P., Phase II (a limited partnership), Federal ID No. 58-1915804 as of
December 31, 1999 and 1998, and the related statements of income, 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 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 Greensboro Properties,
L.P., Phase II as of December 31, 1999 and 1998, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued a
report dated January 24, 2000 on our consideration of the Greensboro
Properties, L.P., Phase II's internal control structure and a report dated
January 24, 2000 on it's compliance with laws and regulations.


/s/ Henderson & Godbee, P.C.
Certified Public Accountants

January 24, 2000

Henderson & Godbee, P.C.
3488 N. Valdosta Rd.-P.O. Box 2241
Valdosta, GA 31604-2241
PHONE:  912-245-6040
FAX:  912-245-1669

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners
Dawson Elderly, L.P.
Dawson, Georgia

We have audited the accompanying balance sheet of Dawson Elderly, L.P. (a
limited partnership), Federal ID No.: 58-1966658 as of December 31, 1999
and
1998, and the related statements of income, 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 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 Dawson Elderly, L.P. as
of December 31, 1999 and 1998, and the results of its operations and its
cash flows for the years then ended in conformity with generally accepted
accounting principles.

In accordance with Government Auditing Standards, we have also issued
reports dated January 24, 2000 on our consideration of Dawson Elderly,
L.P.'s internal control structure and a report dated January 24, 2000 on
it's compliance with laws and regulations.


/s/ Henderson & Godbee, P.C.
Certified Public Accountants

January 24, 2000

Habif, Arogeti & Wynne, LLP
1073 West Peachtree Street, N.E.
Atlanta, GA 30367-3837
PHONE:  404-892-9651
FAX:  404-876-3913

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------

To the Partners
Piedmont Development Company of Lamar
    County, LTD., L.P.

We have audited the accompanying balance sheets of PIEDMONT DEVELOPMENT
COMPANY OF LAMAR COUNTY, LTD., L.P. (a limited partnership) as of December
31, 1999 and 1998, and the related statements of operations, changes in
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, Government Auditing Standards, issued by the Comptroller General
of the United States and the U.S. Department of Agriculture Farmers Home
Administration's Audit Program.  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 PIEDMONT DEVELOPMENT
COMPANY OF LAMAR COUNTY, LTD., L.P. as of December 31, 1999 and 1998, and
the results of its operations, its changes in partners' equity (deficit),
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 18, 2000 on our consideration of PIEDMONT DEVELOPMENT
COMPANY OF LAMAR COUNTY, LTD., L.P.'s internal control and a report dated
February 18, 2000 on its compliance with laws and regulations applicable to
the financial statements.


/s/ Habif, Arogeti & Wynne, LLP
Atlanta, Georgia

February 18, 2000

Donald W. Causey & Associates, P.C.
516 Walnut Street - P.O. Box 775
Gadsden, AL 35902
PHONE:  256-543-3707
FAX:  256-543-9800

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------

To the Partners
Sylacauga Heritage Apartments Ltd.
Sylacauga, Alabama

We have audited the accompanying balance sheets of Sylacauga Heritage
Apartments, Ltd., a limited partnership, RHS Project No.: 01-061-631025601
as of December 31, 1999 and 1998, and the related statements of operations,
partners' capital and cash flows for the years then ended. These financial
statements are the responsibility of the partnership's management.  Our
responsibility is to express an opinion on these financial statements based
on our audits.

We conducted the audits in accordance with generally accepted auditing
standards and Government Auditing Standards issued by the Comptroller
General of the United States, and the U.S. Department of Agriculture,
Farmers Home Administration Audit Program. 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 Sylacauga Heritage
Apartments, Ltd., RHS Project No.: 01-061-631025601 as of December 31, 1999
and 1998, and the results of its operations and its cash flows for the
years then ended in conformity with generally accepted accounting
principles.

The audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The supplemental information on
pages 10 through 13 is presented for purposes of additional analysis and is
not a required part of the basic financial statements.  The supplemental
information presented in the Multiple Family Housing Borrower Balance Sheet
(Form FmHA 1930-8) Parts I and II for the year ended December 31, 1999 and
1998, is presented for purposes of complying with the requirements of the
Rural Housing Services and is also not a required part of the basic
financial statements.  Such information has been subjected to the audit
procedures applied in the audit of the basic financial statements and, in
our opinion is fairly stated in all material respects in relation to the
basic financial statements taken as a whole.

In accordance with Government Auditing Standards, we have also issued a
report dated February 14, 2000 on our consideration of Sylacauga Heritage
Apartments, Ltd., internal control over financial reporting and on our
tests of its compliance with certain provisions of laws and regulations.


/s/ Donald W. Causey & Associates, P.C.
Certified Public Accountants
Gadsden, Alabama

February 14, 2000

Pailet, Meunier and LeBlanc, L.L.P.
3421 N. Causeway Blvd., Suite 701
Metairie, LA 70002
PHONE:  504-837-0770
FAX:  504-837-7102

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------

To the Partners
LOGANSPORT SENIORS APARTMENTS

We have audited the accompanying balance sheets of LOGANSPORT SENIORS
APARTMENTS, RHS PROJECT NO. 22-016-721126743 as of December 31, 1999 and
1998 and the related statements of operations, changes in 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
examining, on a test basis, evidence supporting the amounts and disclosures
in the 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 LOGANSPORT SENIORS
APARTMENTS as of December 31, 1999 and 1998 and the results of its
operations, changes in partners' equity and cash flows for the years then
ended in conformity with generally accepted accounting principles.

Our audits were made for the purpose of forming and opinion on the basic
financial statements taken as a whole.  The supplemental information
presented on pages 16 through 24, is presented for purposes of additional
analysis and is not a required part of the basic financial statements.
Such information has been subjected to the auditing procedures applied in
the audit of the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic financial
statements taken as a whole.

In accordance with Government Auditing Standards, we have also issued a
report dated February 26, 2000 on our consideration of LOGANSPORT SENIORS
APARTMENTS's internal control and a report dated February 26, 2000 on its
compliance with laws and regulations applicable to the financial
statements.

/s/ Pailet, Meunier and LeBlanc, L.L.P.
Certified Public Accountants

Metairie, Louisiana
February 26, 2000

Cameron, Hines & Hartt
104 Regency Place - P.O. Box 2474
West Monroe,  LA  71294-2474
PHONE:  318-323-1717
FAX:  318-322-5121

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------

Tarpon Heights Apartments,
 A Louisiana Partnership in Commendam
Mansfield, Louisiana

We have audited the accompanying balance sheets of Tarpon Heights
Apartments, A Louisiana Partnership in Commendam (the Partnership) as of
December 31, 1999 and 1998, and the related statements of income, partners'
equity, and cash flows for the years then ended. These financial statements
are the responsibility of the Partnership's management.  Our responsibility
is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards and the Standards for Financial and Compliance Audits contained
in
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 Tarpon Heights
Apartments, a Louisiana Partnership in Commendam as of December 31, 1999
and 1998, and the results of its operations and its cash flows for the
years then ended in conformity with generally accepted accounting
principles.

In accordance with Government Auditing Standards, we have also issued our
report dated March 3, 2000, on our consideration of Tarpon Heights
Apartments, a Louisiana Partnership in Commendam's internal control over
financial reporting and our tests of its compliance with certain provisions
of laws, regulations, contracts and grants.  That report is an integral
part of an audit performed in accordance with Government Auditing Standards
and should be read in conjunction with this report in considering the
results of our audits.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The accompanying schedules listed
in the table of contents are presented for the purpose of additional
analysis and are not a required part of the financial statements of Tarpon
Heights Apartments, a Louisiana Partnership in Commendam.  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 financial statements taken as a whole.


/s/ Cameron, Hines & Hartt (APAC)
Certified Public Accountants

West Monroe, Louisiana
March 3, 2000

Pailet, Meunier and LeBlanc, L.L.P.
3421 N. Causeway Blvd., Suite 701
Metairie, LA 70002
PHONE:  504-837-0770
FAX:  504-837-7102

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------

To the Partners
THE OAKS APARTMENTS

We have audited the accompanying balance sheets of THE OAKS APARTMENTS, RHS
PROJECT NO. 22-002-721144868 as of December 31, 1999 and 1998 and the
related statements of operations, changes in 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
examining, on a test basis, evidence supporting the amounts and disclosures
in the 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 THE OAKS APARTMENTS as
of December 31, 1999 and 1998 and the results of its operations, changes in
partners' equity and cash flows for the years then ended in conformity with
generally accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The supplemental information
presented on pages 16 through 24, is presented for purposes of additional
analysis and is not a required part of the basic financial statements.
Such information has been subjected to the auditing procedures applied in
the audit of the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic financial
statements taken as a whole.

In accordance with Government Auditing Standards, we have also issued a
report dated February 28, 2000 on our consideration of THE OAKS
APARTMENTS's
internal control and a report dated February 28, 2000 on its compliance
with laws and regulations applicable to the financial statements.

/s/ Pailet, Meunier and LeBlanc, L.L.P.
Certified Public Accountants

Metairie, Louisiana
February 28, 2000

Cameron, Hines & Hartt
104 Regency Place-P.O. Box 2474
West Monroe, LA 71294-2474
PHONE:  318-323-1717
FAX:  318-322-5121

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------

Sonora Seniors Apartments, Ltd.
Mansfield, Louisiana

We have audited the accompanying balance sheets of Sonora Seniors
Apartments, Ltd. (the Partnership) as of December 31, 1999 and 1998, and
the related statements of income, partners' equity, and cash flows for the
years then ended. These financial statements are the responsibility of the
Partnership's management.  Our responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards and the Standards for Financial and Compliance Audits contained
in  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 Sonora Seniors
Apartments, Ltd. as of December 31, 1999 and 1998, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued our
report dated March 3, 2000, on our consideration of Sonora Seniors
Apartments, Ltd.'s internal control over financial reporting and our tests
of its compliance with certain provisions of laws, regulations, contracts
and grants.  That report is an integral part of an audit performed in
accordance with Government Auditing Standards and should be read in
conjuction with this report in considering the results of our audits.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The accompanying schedules listed
in the table of contents are presented for the purpose of additional
analysis and are not a required part of the financial statements of Sonora
Seniors Apartments, Ltd..  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 financial statements taken as a whole.


/s/ Cameron, Hines & Hartt (APAC)
Certified Public Accountants

West Monroe, Louisiana
March 3, 2000

Pailet, Meunier and LeBlanc, L.L.P.
3421 N. Causeway Blvd., Suite 701
Metairie, LA 70002
PHONE:  504-837-0770
FAX:  504-837-7102

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners
FREDERICKSBURG SENIORS APARTMENTS, LTD.

We have audited the accompanying balance sheets of FREDERICKSBURG SENIORS
APARTMENTS, LTD., RHS PROJECT NO. 49-086-721150308 as of December 31, 1999
and 1998 and the related statements of operations, changes in 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
examining, on a test basis, evidence supporting the amounts and disclosures
in the 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 FREDERICKSBURG SENIORS
APARTMENTS, LTD. as of December 31, 1999 and 1998 and the results of its
operations, changes in partners equity and cash flows for the years then
ended in conformity with generally accepted accounting principles.

Our audits were made for the purpose of forming an opinion on th basic
financial statements taken as a whole.  The supplemental information
presented on pages 16 through 24, is presented for purposes of additional
analysis and is not a required part of the basic financial statements.
Such information has been subjected to the auditing procedures applied in
the audit of the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic financial
statements taken as a whole.

In accordance with Government Auditing Standards, we have also issued a
report dated February 25, 2000 on our consideration of FREDERICKSBURG
SENIORS APARTMENTS, LTD.'s internal control and a report dated February 25,
2000 on its compliance with laws and regulations applicable to the
financial statements.

/s/ Pailet, Meunier and LeBlanc, L.L.P.
Certified Public Accountants

Metairie, Louisiana
February 25, 2000

Pailet, Meunier and LeBlanc, L.L.P.
3421 N. Causeway Blvd., Suite 701
Metairie, LA 70002
PHONE:  504-837-0770
FAX:  504-837-7102

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners
BRACKETTVILLE SENIORS APARTMENTS, LTD.

We have audited the accompanying balance sheets of BRACKETTVILLE SENIORS
APARTMENTS, LTD., RHS PROJECT NO. 50-036-721150307 as of December 31, 1999
and 1998 and the related statements of operations, changes in 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
examining, on a test basis, evidence supporting the amounts and disclosures
in the 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 BRACKETTVILLE SENIORS
APARTMENTS, LTD. as of December 31, 1999 and 1998 and the results of its
operations, changes in partners' equity and cash flows for the years then
ended in conformity with generally accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The supplemental information
presented on pages 16 through 24, is presented for purposes of additional
analysis and is not a required part of the basic financial statements.
Such information has been subjected to the auditing procedures applied in
the audit of the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic financial
statements taken as a whole.

In accordance with Government Auditing Standards, we have also issued a
report dated February 8, 2000 on our consideration of BRACKETTVILLE SENIORS
APARTMENTS, LTD.'s internal control and a report dated February 8, 2000 on
its compliance with laws and regulations applicable to the financial
statements.

/s/ Pailet, Meunier and LeBlanc, L.L.P.
Certified Public Accountants

Metairie, Louisiana
February 8, 2000

Cameron, Hines & Hartt
104 Regency Place-P.O. Box 2474
West Monroe, LA 71294-2474
PHONE:  318-323-1717
FAX:  318-322-5121

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------

Timpson Seniors Apartments, Ltd.
Mansfield, Louisiana

We have audited the accompanying balance sheet of Timpson Seniors
Apartments, Ltd. (the Partnership) as of December 31, 1999 and 1998, and
the related statements of income, partners' equity, and cash flows for the
years then ended. These financial statements are the responsibility of the
Partnership's management.  Our responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards and the Standards for Financial and Compliance Audits contained
in
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 Timpson Seniors
Apartments, Ltd. as of December 31, 1999 and 1998, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued our
report dated March 3, 2000, on our consideration of Timpson Seniors
Apartments, Ltd.'s internal control over financial reporting and our tests
of its compliance with certain provisions of laws, regulations, contracts
and grants. That report is an integral part of an audit performed in
accordance with Government Auditing Standards and should be read in
conjunction with this report in considering the results of our audits.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The accompanying schedules listed
in the table of contents are presented for the purpose of additional
analysis and are not a required part of the financial statements of Timpson
Seniors Apartments, Ltd..  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 financial statements taken as a whole.


/s/ Cameron, Hines & Hartt (APAC)
Certified Public Accountants

West Monroe, Louisiana
March 3, 2000

Baird, Kurtz, & Dobson
5000 Rogers Avenue, Suite 700
Fort Smith, AR 72903-2079
PHONE:  501-452-1040
FAX:  501-452-5542

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
Partners
Charleston Properties, A Limited Partnership
 D/B/A Wingate Apartments
Fort Smith, Arkansas

We have audited the accompanying balance sheets of CHARLESTON PROPERTIES, A
LIMITED PARTNERSHIP, D/B/A WINGATE APARTMENTS as of December 31, 1999 and
1998, and the related statements of operations, changes in 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 the standards for financial audits contained in 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 CHARLESTON PROPERTIES,
A LIMITED PARTNERSHIP, D/B/A WINGATE APARTMENTS as of December 31, 1999 and
1998, and the results of its operations and its cash flows for the years
then ended in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued our
report dated February 10, 2000, on our consideration of the Partnerships's
internal control over financial reporting and our tests of its compliance
with certain provisions of laws, regulations, contracts and grants.


/s/ Baird, Kurtz, & Dobson
Certified Public Accountants

February 10, 2000

Baird, Kurtz, & Dobson
5000 Rogers Avenue, Suite 700
Fort Smith, AR 72903-2079
PHONE:  501-452-1040
FAX:  501-452-5542

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
Partners
Sallisaw Properties II, A Limited Partnership
 D/B/A Mayfair Place II Apartments
Fort Smith, Arkansas

We have audited the accompanying balance sheets of SALLISAW PROPERTIES II,
A LIMITED PARTNERSHIP, D/B/A MAYFAIR PLACE II APARTMENTS as of December 31,
1999 and 1998, and the related statements of operations, changes in
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 the standards for financial audits contained in 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 SALLISAW PROPERTIES II,
A LIMITED PARTNERSHIP, D/B/A MAYFAIR PLACE II APARTMENTS as of December 31,
1999 and 1998, and the results of its operations and its cash flows for the
years then ended in conformity with generally accepted accounting
principles.

In accordance with Government Auditing Standards, we have also issued our
report dated February 10, 2000, on our consideration of the Partnership's
internal control over financial reporting and our tests of its compliance
with certain provisions of laws, regulations, contracts and grants.


/s/ Baird, Kurtz, & Dobson
Certified Public Accountants

February 10, 2000

Baird, Kurtz, & Dobson
5000 Rogers Avenue, Suite 700
Fort Smith, AR 72903-2079
PHONE:  501-452-1040
FAX:  501-452-5542

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
Partners
Pocola Properties, A Limited Partnership
 D/B/A North Gate Apartments
Fort Smith, Arkansas

We have audited the accompanying balance sheets of POCOLA PROPERTIES, A
LIMITED PARTNERSHIP, D/B/A NORTH GATE APARTMENTS as of December 31, 1999
and 1998, and the related statements of operations, changes in 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 the standards for financial audits contained in 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 POCOLA PROPERTIES, A
LIMITED PARTNERSHIP, D/B/A NORTH GATE APARTMENTS as of December 31, 1999
and 1998, and the results of its operations and its cash flows for the
years then ended in conformity with generally accepted accounting
principles.

In accordance with Government Auditing Standards, we have also issued our
report dated February 10, 2000, on our consideration of the Partnership's
internal control over financial reporting and our tests of its compliance
with certain provisions of laws, regulations, contracts and grants.


/s/ Baird, Kurtz, & Dobson
Certified Public Accountants

February 10, 2000

Baird, Kurtz, & Dobson
5000 Rogers Avenue, Suite 700
Fort Smith, AR 72903-2079
PHONE:  501-452-1040
FAX:  501-452-5542

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
Partners
Poteau Properties II, A Limited Partnership
 D/B/A North Pointe Apartments
Fort Smith, Arkansas

We have audited the accompanying balance sheets of POTEAU PROPERTIES II, A
LIMITED PARTNERSHIP, D/B/A NORTH POINTE APARTMENTS as of December 31, 1999
and 1998, and the related statements of operations, changes in 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 the standards for financial audits contained in 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 POTEAU PROPERTIES II, A
LIMITED PARTNERSHIP, D/B/A NORTH POINTE APARTMENTS as of December 31, 1999
and 1998, and the results of its operations and its cash flows for the
years then ended in conformity with generally accepted accounting
principles.

In accordance with Government Auditing Standards, we have also issued our
report dated February 10, 2000, on our consideration of the Partnership's
internal control over financial reporting and our tests of its compliance
with certain provisions of laws, regulations, contracts and grants.


/s/ Baird, Kurtz, & Dobson
Certified Public Accountants

February 10, 2000

Baird, Kurtz, & Dobson
5000 Rogers Avenue, Suite 700
Fort Smith, AR 72903-2079
PHONE:  501-452-1040
FAX:  501-452-5542

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
Partners
Nowata Properties, A Limited Partnership
 D/B/A Cross Creek II Apartments
Fort Smith, Arkansas

We have audited the accompanying balance sheets of NOWATA PROPERTIES, A
LIMITED PARTNERSHIP, D/B/A CROSS CREEK II APARTMENTS as of December 31,
1999 and 1998, and the related statements of operations, changes in
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 the standards for financial audits contained in 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 NOWATA PROPERTIES, A
LIMITED PARTNERSHIP, D/B/A CROSS CREEK II APARTMENTS as of December 31,
1999 and 1998, and the results of its operations and its cash flows for the
years then ended in conformity with generally accepted accounting
principles.

In accordance with Government Auditing Standards, we have also issued our
report dated February 10, 2000, on our consideration of the Partnership's
internal control over financial reporting and our tests of its compliance
with certain provisions of laws, regulations, contracts and grants.


/s/ Baird, Kurtz, & Dobson
Certified Public Accountants

February 10, 2000

Baird, Kurtz, & Dobson
5000 Rogers Avenue, Suite 700
Fort Smith, AR 72903-2079
PHONE:  501-452-1040
FAX:  501-452-5542

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
Partners
Sallisaw Properties, A Limited Partnership
 D/B/A Mayfair Place Apartments
Fort Smith, Arkansas

We have audited the accompanying balance sheets of SALLISAW PROPERTIES, A
LIMITED PARTNERSHIP, D/B/A MAYFAIR PLACE APARTMENTS as of December 31, 1999
and 1998, and the related statements of operations, changes in 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 the standards for financial audits contained in 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 SALLISAW PROPERTIES, A
LIMITED PARTNERSHIP, D/B/A MAYFAIR PLACE APARTMENTS as of December 31, 1999
and 1998, and the results of its operations and its cash flows for the
years then ended in conformity with generally accepted accounting
principles.

In accordance with Government Auditing Standards, we have also issued our
report dated February 10, 2000, on our consideration of the Partnership's
internal control over financial reporting and our tests of its compliance
with certain provisions of laws, regulations, contracts and grants.


/s/ Baird, Kurtz, & Dobson
Certified Public Accountants

February 10, 2000

Baird, Kurtz, & Dobson
5000 Rogers Avenue, Suite 700
Fort Smith, AR 72903-2079
PHONE:  501-452-1040
FAX:  501-452-5542

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
Partners
Roland Properties II, A Limited Partnership
 D/B/A Woodland Hills II Apartments
Fort Smith, Arkansas

We have audited the accompanying balance sheets of ROLAND PROPERTIES II, A
LIMITED PARTNERSHIP, D/B/A WOODLAND HILLS II APARTMENTS as of December 31,
1999 and 1998, and the related statements of operations, changes in
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 the standards for financial audits contained in 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 ROLAND PROPERTIES II, A
LIMITED PARTNERSHIP, D/B/A WOODLAND HILLS II APARTMENTS as of December 31,
1999 and 1998, and the results of its operations and its cash flows for the
years then ended in conformity with generally accepted accounting
principles.

In accordance with Government Auditing Standards, we have also issued our
report dated February 10, 2000, on our consideration of the Partnership's
internal control over financial reporting and our tests of its  compliance
with certain provisions of laws, regulations, contracts and grants.


/s/ Baird, Kurtz, & Dobson
Certified Public Accountants

February 10, 2000

Baird, Kurtz, & Dobson
5000 Rogers Avenue, Suite 700
Fort Smith, AR 72903-2079
PHONE:  501-452-1040
FAX:  501-452-5542

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
Partners
Stilwell Properties, A Limited Partnership
 D/B/A Skywood Apartments
Fort Smith, Arkansas

We have audited the accompanying balance sheets of STILWELL PROPERTIES, A
LIMITED PARTNERSHIP, D/B/A SKYWOOD APARTMENTS as of December 31, 1999 and
1998, and the related statements of operations, changes in 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 the standards for financial audits contained in 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 STILWELL PROPERTIES, A
LIMITED PARTNERSHIP, D/B/A SKYWOOD APARTMENTS as of December 31, 1999 and
1998, and the results of its operations and its cash flows for the years
then ended in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued our
report dated February 10, 2000, on our consideration of the Partnership's
internal control over financial reporting and our tests of its compliance
with certain provisions of laws, regulations, contracts and grants.


/s/ Baird, Kurtz, & Dobson
Certified Public Accountants

February 10, 2000

Baird, Kurtz, & Dobson
5000 Rogers Avenue, Suite 700
Fort Smith, AR 72903-2079
PHONE:  501-452-1040
FAX:  501-452-5542

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
Partners
Stilwell Properties II, A Limited Partnership
 D/B/A Skywood II Apartments
Fort Smith, Arkansas

We have audited the accompanying balance sheets of STILWELL PROPERTIES II,
A LIMITED PARTNERSHIP, D/B/A SKYWOOD II APARTMENTS as of December 31, 1999
and 1998, and the related statements of operations, changes in 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 the standards for financial audits contained in 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 STILWELL PROPERTIES II,
A LIMITED PARTNERSHIP, D/B/A SKYWOOD II APARTMENTS as of December 31, 1999
and 1998, and the results of its operations and its cash flows for the
years then ended in conformity with generally accepted accounting
principles.

In accordance with Government Auditing Standards, we have also issued our
report dated February 10, 2000, on our consideration of the Partnership's
internal control over financial reporting and our tests of its compliance
with certain provisions of laws, regulations, contracts and grants.


/s/ Baird, Kurtz, & Dobson
Certified Public Accountant

February 10, 2000

Baird, Kurtz, & Dobson
5000 Rogers Avenue, Suite 700
Fort Smith, AR 72903-2079
PHONE:  501-452-1040
FAX:  501-452-5542

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
Partners
Westville Properties, A Limited Partnership
 D/B/A Greystone Place Apartments
Fort Smith, Arkansas

We have audited the accompanying balance sheets of WESTVILLE PROPERTIES, A
LIMITED PARTNERSHIP, D/B/A GREYSTONE PLACE APARTMENTS as of December 31,
1999 and 1998, and the related statements of operations, changes in
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 the standards for financial audits contained in 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 WESTVILLE PROPERTIES, A
LIMITED PARTNERSHIP, D/B/A GREYSTONE PLACE APARTMENTS as of December 31,
1999 and 1998, and the results of its operations and its cash flows for the
years then ended in conformity with generally accepted accounting
principles.

In accordance with Government Auditing Standards, we have also issued our
report dated February 10, 2000, on our consideration of the Partnership's
internal control over financial reporting and our tests of its compliance
with certain provisions of laws, regulations, contracts and grants.


/s/ Baird, Kurtz, & Dobson
Certified Public Accountants

February 10, 2000

Baird, Kurtz, & Dobson
5000 Rogers Avenue, Suite 700
Fort Smith, AR 72903-2079
PHONE:  501-452-1040
FAX:  501-452-5542

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
Partners
Mill Creek Properties V, A Limited Partnership
 D/B/A Mill Creek Apartments V
Fort Smith, Arkansas

We have audited the accompanying balance sheets of MILL CREEK  PROPERTIES
V, A LIMITED PARTNERSHIP, D/B/A MILL CREEK APARTMENTS V as of December 31,
1999 and 1998, and the related statements of operations, changes in
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 the standards for financial audits contained in 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 MILL CREEK PROPERTIES
V, A LIMITED PARTNERSHIP, D/B/A MILL CREEK APARTMENTS V as of December 31,
1999 and 1998, and the results of its operations and its cash flows for the
years then ended in conformity with generally accepted accounting
principles.

In accordance with Government Auditing Standards, we have also issued our
report dated February 10, 2000, on our consideration of the Partnership's
internal control over financial reporting and our tests of its compliance
with certain provisions of laws, regulations, contracts and grants.


/s/ Baird, Kurtz, & Dobson
Certified Public Accountants

February 10, 2000

Baird, Kurtz, & Dobson
5000 Rogers Avenue, Suite 700
Fort Smith, AR 72903-2079
PHONE:  501-452-1040
FAX:  501-452-5542

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
Partners
Parsons Properties, A Limited Partnership
 D/B/A Silver Stone Place
Fort Smith, Arkansas

We have audited the accompanying balance sheets of PARSONS PROPERTIES, A
LIMITED PARTNERSHIP, D/B/A SILVER STONE PLACE as of December 31, 1999 and
1998, and the related statements of operations, changes in 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 the standards for financial audits contained in 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 PARSONS PROPERTIES, A
LIMITED PARTNERSHIP, D/B/A SILVER STONE PLACE as of December 31, 1999 and
1998, and the results of its operations and its cash flows for the years
then ended in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued our
report dated February 10, 2000, on our consideration of the Partnership's
internal control over financial reporting and our tests of its compliance
with certain provisions of laws, regulations, contracts and grants.


/s/ Baird, Kurtz, & Dobson
Certified Public Accountants

February 10, 2000

Henderson & Godbee, P.C.
3488 N. Valdosta Road-P.O. Box 2241
Valdosta, GA 31604-2241
PHONE:  912-245-6040
FAX:  912-245-1669

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners
Inverness Club, Ltd., L.P.
(A Georgia Limited Partnership)
Valdosta, Georgia

We have audited the accompanying balance sheets of Inverness Club, Ltd.,
L.P. (A Georgia Limited Partnership), FmHA Project No.: 09-009-581808620,
as of December 31, 1999 and 1998, and the related statements of operations,
partners' (deficit) and cash flows for the years then ended.  These
financial statements are the responsibility of the partnership's
management.  Our responsibility is to express an opinion on these financial
statements based on our 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 Inverness Club, Ltd.,
L.P. as of December 31, 1999 and 1998, and the results of its operations
and its cash flows for the years then ended in conformity with generally
accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued a
report dated January 20, 2000 on our consideration of Inverness Club, Ltd.,
L.P.'s internal control structure and a report dated January 20, 2000 on
its compliance with laws and regulations.


/s/ Henderson & Godbee, P.C.
Certified Public Accountants

January 20, 2000

Henderson & Godbee, P.C.
3488 N. Valdosta Road-P.O. Box 2241
Valdosta, GA 31604-2241
PHONE:  912-245-6040
FAX:  912-245-1669

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners
Carrollton Club, Ltd., L.P.
(A Georgia Limited Partnership)
Valdosta, Georgia

We have audited the accompanying balance sheets of Carrollton Club, Ltd.,
L.P., (A Georgia Limited Partnership), FmHA Project No.: 10-22-58188314, as
of December 31, 1999 and 1998, and the related statements of operations,
changes in 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 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 Carrollton Club, Ltd.,
L.P. as of December 31, 1999 and 1998, and the results of its operations
and its cash flows for the years then ended in conformity with generally
accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued a
report dated January 17, 2000 on our consideration of Carrollton Club,
Ltd., L.P.'s internal control structure and a report dated January 17, 2000
on its compliance with laws and regulations.


/s/ Henderson & Godbee, P.C.
Certified Public Accountants

January 17, 2000

Grana & Teibel, CPAs, P.C.
300 Corporate Pkwy., Suite 116 N.
Amherst, NY 14226
PHONE:  716-862-4270
FAX:  716-862-0007

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To The Partners of
Lewiston Limited Partnership
Case No. 37-032-161349932
and
RD Rural Housing Director
166 Washington Avenue
Batavia, New York 14020

We have audited the accompanying balance sheets of Lewiston Limited
Partnership as of December 31, 1999 and 1998, and the related statements of
operations, partners' capital, and cash flows for the years then ended.
These financial statements are the responsibility of the Partnership's
management.  Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards 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 Lewiston Limited
Partnership as of December 31, 1999 and 1998, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued a
report dated January 18, 2000, on our consideration of Lewiston Limited
Partnership's internal control structure and a report dated January 18,
2000, on its compliance with laws and regulations.


/s/ Grana & Teibel, CPAs, P.C.
Certified Public Accountants

January 18, 2000

Miller & Rose, P.L.L.C.
1309 E. Race Avenue
Searcy, AR 72143
PHONE:  501-268-8356
FAX:  501-268-9362

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------

Partners
Lancaster House, An Arkansas Limited Partnership
D/B/A Pebble Creek Apartments
351 East 4th Street
Mountain Home, AR  72653

We have audited the accompanying financial statements of Lancaster House,
An Arkansas Limited Partnership, D/B/A Pebble Creek Apartments as of
December 31, 1999 and 1998, and for the years then ended, as listed in the
table of contents.  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 the standards applicable to financial audits contained in
Government Auditing Standards, issued by the Comptroller General of the
United States.  Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are
free of material misstatement.  An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statements presentation.  We believe that our audit
provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Lancaster House, An
Arkansas Limited Partnership, D/B/A Pebble Creek Apartments as of December
31, 1999 and 1998, and the results of its operations and its cash flows for
the years then ended in conformity with generally accepted accounting
principles.

In accordance with Government Auditing Standards, we have also issued a
report dated February 18, 2000 on our consideration of Lancaster House, An
Arkansas Limited Partnership, D/B/A Pebble Creek Apartments' internal
control over financial reporting and our tests of its compliance with
certain provisions of laws, regulations, contracts and grants.


/s/ Miller & Rose, P.L.L.C.
Certified Public Accountants

February 18, 2000

Leavitt, Christensen & Co.
9100 W. Blackeagle Dr.
Boise, ID 83709
PHONE:  208-322-6769
FAX:  208-322-7307

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
Managing General Partner
Haines Associates Limited Partnership
Boise, Idaho

We have audited the accompanying balance sheets of Haines Associates
Limited Partnership, as of December 31, 1999 and 1998, and the related
statements of operations, 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 and the Rural Development Audit Program issued
in December 1989.  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 Haines Associates
Limited Partnership as of December 31, 1999 and 1998, and the results of
its operations and its cash flows for the years then ended in conformity
with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued
reports dated January 28, 2000 on our consideration of Haines Associates
Limited Partnership's internal control and on its compliance with laws and
regulations.

The partnership has filed tax returns with the Internal Revenue Service
which allow the partners to receive the benefit of a low income housing tax
credit.  Because the qualifying standards of the low income housing tax
credit are different than the requirements of the loan agreement and the
interest credit agreements, and due to the fact that the low income housing
tax credit relates to income taxes which are the responsibility of the
individual partners, the scope of these audits were not designed or
intended to audit the compliance with the various low income housing tax
credit laws.  Therefore, these audits can not be relied on to give
assurances with regard to compliance with any low income housing tax credit
laws.

/s/ Leavitt, Christensen & Co.
Certified Public Accountants
January 28, 2000

Bernard Robinson & Company, L.L.P.
109 Muirs Chapel Rd.-P.O. Box 19608
Greensboro, NC 27410 (27419)
PHONE:  336-294-4494
FAX:  336-547-0840

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners
Woodcrest Associates of South Boston, VA, Ltd.
Charlotte, North Carolina

We have audited the accompanying balance sheet of Woodcrest Associates of
South Boston, VA, Ltd.(a Virginia limited partnership) as of December 31,
1999 and 1998, and the related statements of operations, partners' equity,
and cash flows for the years then ended.  These financial statements are
the responsibility of the Partnership's management.  Our responsibility is
to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards and the standards applicable to financial audits contained in
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 Woodcrest Associates of
South Boston, VA, Ltd. as of December 31, 1999 and 1998, and the results of
its operations and its cash flows for the years then ended in conformity
with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued our
report dated January 31, 2000, on our consideration of the Partnership's
internal control over financial reporting and our tests of its compliance
with certain provisions of laws, regulations, contracts, and grants.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The supplementary 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 of
the 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/ Bernard Robinson & Company, L.L.P.
Certified Public Accountants

Greensboro, North Carolina
January 31, 2000

Thomas C. Cunningham, CPA PC
23 Moore Street
Bristol, VA 24201
PHONE:  540-669-5531
FAX:  540-669-5576

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners
Norton Green Limited Partnership

I have audited the accompanying balance sheets of Norton Green Limited
Partnership as of December 31, 1999 and 1998, and the related statements of
operations, partners' deficit and cash flows for the years 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 audits.

I conducted my audits in accordance with generally accepted auditing
standards and Government Auditing Standards issued by the Comptroller
General of the United States, and the U.S. Department of Agriculture,
Farmers Home Administration Audit Program.   Those standards require that I
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.  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 Norton Green Limited
Partnership as of December 31, 1999 and 1998, and the results of its
operations, changes in partners' deficit, and its cash flows for the years
then ended in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, I have also issued my
report dated March 10, 2000 on my consideration of Norton Green Limited
Partnership's internal control over financial reporting and on my tests of
its compliance with certain provisions of laws and regulations.


/s/ Thomas C. Cunningham, CPA PC
Certified Public Accountant

March 10, 2000

Thomas C. Cunningham, CPA PC
23 Moore Street
Bristol, VA 24201
PHONE:  540-669-5531
FAX:  540-669-5576

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners
Jonesville Manor Limited Partnership

I have audited the accompanying balance sheets of Jonesville Manor Limited
Partnership as of December 31, 1999 and 1998, and the related statements of
operations, partners' deficit and cash flows for the years 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 audits.

I conducted my audits in accordance with generally accepted auditing
standards and Government Auditing Standards issued by the Comptroller
General of the United States, and the U.S. Department of Agriculture,
Farmers Home Administration Audit Program.  Those standards require that I
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.  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 Jonesville Manor
Limited Partnership as of December 31, 1999 and 1998, and the results of
its operations, changes in partners' deficit, and its cash flows for the
years then ended in conformity with generally accepted accounting
principles.

In accordance with Government Auditing Standards, I have also issued a
report dated March 10, 2000 on my consideration of Jonesville Manor Limited
Partnership's internal control over financial reporting and on our tests of
its compliance with certain provisions of laws and regulations.


/s/ Thomas C. Cunningham, CPA PC
Certified Public Accountant

March 10, 2000

Thomas C. Cunningham, CPA PC
23 Moore Street
Bristol, VA 24201
PHONE:  540-669-5531
FAX:  540-669-5576

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners
Blacksburg Terrace Limited Partnership

I have audited the accompanying balance sheets of Blacksburg Terrace
Limited Partnership as of December 31, 1999 and 1998, and the related
statements of operations, partners' deficit and cash flows for the years
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 audits.

I conducted my audits in accordance with generally accepted auditing
standards and Government Auditing Standards issued by the Comptroller
General of the United States, and the U.S. Department of Agriculture,
Farmers Home Administration Audit Program.  Those standards require that I
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.  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 Blacksburg Terrace
Limited Partnership as of December 31, 1999 and 1998, and the results of
its operations, changes in partners' deficit, and its cash flows for the
years then ended in conformity with generally accepted accounting
principles.

In accordance with Government Auditing Standards, I have also issued my
report dated March 10, 2000 on my consideration of Blacksburg Terrace
Limited Partnership's internal control over financial reporting and on our
tests of its compliance with certain provisions of laws and regulations.


/s/ Thomas C. Cunningham, CPA PC
Certified Public Accountants

March 10, 2000

Thomas C. Cunningham, CPA PC
23 Moore Street
Bristol, VA 24201
PHONE:  540-669-5531
FAX:  540-669-5576

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners
Newport Village Limited Partnership

I have audited the accompanying balance sheets of Newport Village Limited
Partnership as of December 31, 1999 and 1998, and the related statements of
operations, partners' deficit and cash flows for the years 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 audits.

I conducted my audits in accordance with generally accepted auditing
standards and Government Auditing Standards issued by the Comptroller
General of the United States, and the U.S. Department of Agriculture,
Farmers Home Administration Audit Program.  Those standards require that I
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.  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 Newport Village Limited
Partnership as of December 31, 1999 and 1998, and the results of its
operations, changes in partners' deficit, and its cash flows for the years
then ended in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, I have also issued my
report dated March 10, 2000 on my consideration of Newport Village Limited
Partnership's internal control over financial reporting and on our tests of
its compliance with certain provisions of laws and regulations.


/s/ Thomas C. Cunningham, CPA PC
Certified Public Accountants

March 10, 2000

Lou Ann Montey and Associates, P.C.
8400 N. Mopac Expressway, Suite 304
Austin, TX 78759
PHONE:  512-338-0044
FAX:  512-338-5395

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To The Partners
Zapata Housing, Ltd.-(A Texas Limited Partnership)
Burnet, Texas

We have audited the accompanying balance sheets of Zapata Housing, Ltd.-(A
Texas Limited Partnership) as of December 31, 1999 and 1998, and the
related statements of income (loss), partners' equity and cash flows for
the years then ended.  These financial statements are the responsibility of
the Partnership's management. Our responsibility is to express an opinion
on these financial statements based on our audits.

We conducted our audits in accordance with Generally Accepted Auditing
Standards and Government Auditing Standards as issued by the Comptroller
General of the United States and the U.S. Department of Agriculture,
Farmers Home Administration Audit Program.  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 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 Zapata Housing, Ltd.-
(A Texas Limited Partnership) as of December 31, 1999 and 1998, and the
results of its operations and its cash flows for the years then ended in
conformity with Generally Accepted Accounting Principles.

In accordance with Government Auditing Standards, we have also issued a
report dated February 18, 2000, on our consideration of the internal
control structure of Zapata Housing, Ltd.- (A Texas Limited Partnership)
and a report dated February 18, 2000, on its compliance with laws and
regulations.


/s/ Lou Ann Montey and Associates, P.C.
Certified Public Accountants

Austin, Texas
February 18, 2000

Lou Ann Montey and Associates, P.C.
8400 N. Mopac Expressway, Suite 304
Austin, TX 78759
PHONE:  512-338-0044
FAX:  512-338-5395

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners
Sinton Retirement, Ltd.-(A Texas Limited Partnership)
Burnet, Texas

We have audited the accompanying balance sheets of Sinton Retirement, Ltd.-
(A Texas Limited Partnership) as of December 31, 1999 and 1998, and the
related statements of income (loss), partners' equity, and cash flows for
the years then ended.  These financial statements are the responsibility of
the Partnership's management.  Our responsibility is to express an opinion
on these financial statements based on our audits.

We conducted our audits in accordance with Generally Accepted Auditing
Standards and Government Auditing Standards as issued by the Comptroller
General of the United States and the U.S. Department of Agriculture,
Farmers Home Administration Audit Program.  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 Sinton Retirement, Ltd.-
(A Texas Limited Partnership) as of December 31, 1999 and 1998, and the
results of its operations and its cash flows for the years then ended in
conformity with Generally Accepted Accounting Principles.

In accordance with Government Auditing Standards, we have also issued a
report dated February 3, 2000, on our consideration of the internal control
structure of Sinton Retirement, Ltd.- (A Texas Limited Partnership) and a
report dated February 3, 2000, on its compliance with laws and regulations.


/s/ Lou Ann Montey and Associates, P.C.
Certified Public Accountants

Austin, Texas
February 3, 2000

Gubler and Carter, P.C.
7001 South 900 East, Suite 240
Midvale, UT 84047
PHONE:  801-566-5866
FAX:  801-561-8693

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
TO THE PARTNERS
SMITHFIELD GREENBRIAR LIMITED PARTNERSHIP

We have audited the accompanying balance sheets of Smithfield Greenbriar
Limited Partnership, as of December 31, 1999 and 1998 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 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 and the U.S. Department of Agriculture,
Farmers Home Administration Audit Program.  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 statements
presentation.  We believe that our audits provide a reasonable basis for
our opinion.

In our opinion, the financial statements referred to above present fairly
in all material respects, the financial position of Smithfield Greenbriar
Limited Partnership, as of December 31, 1999 and 1998 and the results of
its operations, changes in partners' capital, 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 our
reports dated February 10, 2000 on our consideration of Smithfield
Greenbriar Limited Partnership's internal control and on its compliance
with laws and regulations.

Our audits were conducted for the purpose of forming an opinion on the
basic financial statements taken as a whole. The accompanying supplementary
information shown on pages 13 through 15 is presented for purposes of
additional analysis and is not a required part of the basic financial
statements of Smithfield Greenbriar 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/ Gubler and Carter, P.C.
Certified Public Accountants
Salt Lake City, Utah
February 10, 2000

Simmons and Clubb
410 S. Orchard, Suite 156
Boise, ID 83705
PHONE:  208-336-6800
FAX:  208-343-2381

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------

To the Partners
Mountain Crest Limited Partnership
Boise, Idaho

We have audited the accompanying balance sheets of Mountain Crest Limited
Partnership as of December 31, 1999 and 1998, and the related statements of
operations, partners' equity and cash flows for the years then ended.
These financial statements are the responsibility of the Partnership's
management.  Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our 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 Mountain Crest Limited
Partnership as of December 31, 1999 and 1998, and the results of its
operations, and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued
reports dated February 16, 2000, on our consideration of Mountain Crest
Limited Partnership's internal controls and compliance with laws and
regulations.

The partnership's tax returns have been filed allowing the partners to
claim a benefit of a low income housing tax credit.  Because the compliance
and qualification standards of the low income tax housing tax credit are
not related to the interest credit agreement and loan agreement, and
because the low income housing tax credit related to income taxes which are
the responsibility of each individual partner, the scope of our audit was
not designed or intended to audit the partnerships compliance with the low
income housing tax credit laws.  Accordingly, our audit cannot be relied
upon to give assurance with regard to the partnerships compliance with any
of the low income housing tax credit laws.


/s/  Roger Clubb
Simmons and Clubb
Certified Public Accountants

Boise, Idaho
February 16, 2000

Berberich Trahan & Co., P.A.
800 S.W. Jackson St., Suite 1300
Topeka, KS 66612-1268
PHONE:  785-234-3427
FAX:  785-233-1768

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
The Partners
Eudora Senior Housing, L.P.

We have audited the accompanying balance sheets of Eudora Senior Housing,
L.P., RHS Project No. 18-023-481065040, D/B/A Pinecrest Apartments II
(Partnership), as of December 31, 1999 and 1998, and the related statements
of operations, partners' equity and cash flows for the years then ended.
These financial statements are the responsibility of the Partnership's
management.  Our responsibility is to express an opinion on these
statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Eudora Senior Housing,
L.P., RHS Project No. 18-023-481065040, as of December 31, 1999 and 1998,
and the results of its operations, changes in partners' equity and 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 14, 2000 on our consideration of Eudora Senior
Housing, L.P.'s internal control and a report dated January 14, 2000 on its
compliance with laws, regulations and contracts.


Berberich Trahan & Co., P.A.
Certified Public Accountants

Topeka, Kansas
January 14, 2000
Audit Principal: Virginia A. Powell
IA Federal ID Number: 48-1066439

Baird, Kurtz & Dobson
5000 Rogers Avenue, Suite 700
Fort Smith, AR 72903-2079
PHONE:  501-452-1040
FAX:  501-452-5542

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
Partners
Spring Hill Housing, L.P., A Limited Partnership
 D/B/A Spring Hill Apartments
Fort Smith, Arkansas

We have audited the accompanying balance sheets of SPRING HILL HOUSING,
L.P., A LIMITED PARTNERSHIP, D/B/A SPRING HILL APARTMENTS as of December
31, 1999 and 1998, and the related statements of operations, changes in
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 the standards for financial audits contained in 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 SPRING HILL HOUSING,
L.P., A LIMITED PARTNERSHIP, D/B/A SPRING HILL APARTMENTS as of December
31, 1999 and 1998, and the results of its operations and its cash flows for
the years then ended in conformity with generally accepted accounting
principles.

In accordance with Government Auditing Standards, we have also issued our
report dated February 10, 2000, on our consideration of the Partnership's
internal control over financial reporting and our tests of its compliance
with certain provisions of laws, regulations, contracts and grants.


/s/ Baird, Kurtz & Dobson
Certified Public Accountants

February 10, 2000

Eide Bailly LLP
100 N. Phillips, Ste.800-P.O. Box 5126
Sioux Falls, SD 57117-5126
PHONE:  605-339-1999
FAX:  605-339-1306

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
The Partners
Sunchase II, Ltd.
Watertown, South Dakota

We have audited the accompanying balance sheets of Sunchase II, Ltd. (a
limited partnership) as of December 31, 1999 and 1998, and the related
statements of operations, changes in partners' deficit and cash flows for
the years then ended.  These financial statements are the responsibility of
the Partnership's management.  Our responsibility is to express an opinion
on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards and the standards applicable to financial audits contained in
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 Sunchase II, Ltd. as of
December 31, 1999 and 1998, and the results of its operations and its cash
flows for the years then ended in conformity with generally accepted
accounting principles.

In accordance with Government Auditing Standards, we have also issued a
report dated February 1, 2000 on our consideration of Sunchase II, Ltd.'s
internal control over financial reporting and our test of its compliance
with certain provisions of laws, regulations, contracts and grants.

Our audits were performed for the purpose of forming an opinion on the
financial statements taken as a whole.  The accompanying supplementary
information on pages 11 and 12 is presented for purposes of additional
analysis and is not a required part of the financial statements of Sunchase
II, Ltd.  Such information has been subjected to the auditing procedures
applied in the audits of the financial statements and, in our opinion, is
fairly stated in all material respects in relation to the basic financial
statements taken as a whole.

/s/ Eide Bailly LLP
Certified Public Accountants
Sioux Falls, South Dakota
February 1, 2000

Eide Bailly LLP
100 N.Phillips, Ste.800-P.O. Box 5126
Sioux Falls, SD 57117-5126
PHONE:  605-339-1999
FAX:  605-339-1306

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------

The Partners
Courtyard, Ltd.
Huron, South Dakota

We have audited the accompanying balance sheets of Courtyard, Ltd. (a
limited partnership) as of December 31, 1999 and 1998, and the related
statements of operations, changes in 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 the standards applicable to financial audits contained in
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 Courtyard, Ltd. as of
December 31, 1999 and 1998, and the results of its operations and its cash
flows for the years then ended in conformity with generally accepted
accounting principles.

In accordance with Government Auditing Standards, we have also issued our
report dated February 2, 2000, on our consideration of Courtyard, Ltd.'s
internal control over financial reporting and our tests of its compliance
with certain provisions of laws, regulations, contracts and grants.

Our audits were performed for the purpose of forming an opinion on the
financial statements taken as a whole.  The accompanying supplementary
information on pages 13 and 14 is presented for purposes of additional
analysis and is not a required part of the financial statements of
Courtyard, Ltd.  Such information has been subjected to the auditing
procedures applied in the audits of the financial statements and, in our
opinion, is fairly stated in all material respects in relation to the
financial statements taken as a whole.


/s/ Eide Bailly LLP
Certified Public Accountants

Sioux Falls, South Dakota
February 2, 2000

Eide Bailly LLP
100 N. Phillips, Ste.800-P.O. Box 5126
Sioux Falls, SD 57117-5126
PHONE:  605-339-1999
FAX:  605-339-1306

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
The Partners
Sunrise, Ltd.
Yankton, South Dakota

We have audited the accompanying balance sheets of Sunrise Ltd. (a limited
partnership) as of December 31, 1999 and 1998, and the related statements
of operations, changes in 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
examining, on a test basis, evidence supporting the amounts and disclosures
in the 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 Sunrise, Ltd. as of
December 31, 1999 and 1998, and the results of its operations and its cash
flows for the years then ended in conformity with generally accepted
accounting principles.

In accordance with Government Auditing Standards, we have also issued a
report dated January 31, 2000 on our consideration of Sunrise, Ltd.'s
internal control over financial reporting and on our tests of its
compliance with certain provisions of laws, regulations, contracts and
grants.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The accompanying supplementary
information on pages 11 and 12 is presented for purposes of additional
analysis and is not a required part of the financial statements of Sunrise,
Ltd.  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/ Eide Bailly LLP
Certified Public Accountants

Sioux Falls, South Dakota
January 31, 2000

Johnson, Hickey & Murchison, P.C.
651 East Fourth Street,  Suite 200
Chattanooga, TN 37403-1924
PHONE:  423-756-0052
FAX:  423-267-5945

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the General Partners of
Southwood, L.P.:

We have audited the accompanying balance sheets of Southwood, L.P. as of
December 31, 1999 and 1998, and the related statements of operations,
changes in partners' equity and cash flows for the years then ended. These
financial statements are the responsibility of the Partnership's
management.  Our responsibility is to express an opinion on these financial
statements based on our 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 Southwood, L.P. as of
December 31, 1999 and 1998, and the results of its operations, changes in
partners' equity and its cash flows for the years then ended in conformity
with generally accepted accounting principles.

As discussed in Note 9, management has changed its method of computing
depreciation for the year ended December 31, 1999.

In accordance with Government Auditing Standards, we have also issued our
report dated January 19, 2000, on the Partnership's compliance and internal
control over financial reporting.


/s/ Johnson, Hickey & Murchison, P.C.
Certified Public Accountants

January 19, 2000

Bob T. Robinson
2084 Dunbarton Drive
Jackson, MS 39216
PHONE:  601-982-3875
FAX:  601-982-3876

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------

To the Partners of Hazlehurst Manor, L.P.

I have audited the accompanying balance sheets of Hazlehurst Manor L.P. (RD
Case Number 28-015-640803081), as of December 31, 1999 and 1998 and the
related statements of income, partners' equity, and cash flows for the
years 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 audits.

I conducted my 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 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 Hazlehurst Manor, L.P.
as of December 31, 1999 and 1998 and the results of its operations and its
cash flows for the years then ended in conformity with generally accepted
accounting principles.

My audit was made for the purpose of forming an opinion on the financial
statements taken as a whole.  The supplemental information, including
separate reports on compliance with laws and regulations and on internal
controls, is presented for the purposes of additional analysis and is not a
required part of the financial statements of Hazlehurst Manor, L.P.  Such
information has been subjected to the auditing procedures applied in the
audit of the financial statements and, in my opinion, is fairly presented
in all material respects in relation to the financial statements taken as a
whole.

The annual budgets of Hazlehurst Manor, L.P. included the accompanying
prescribed for RD1930-7 (Rev 10-96) have not been compiled or examined by
me, and, accordingly, I do not express an opinion or any further form of
assurance on them.

/s/ Bob T. Robinson
Certified Public Accountant

March 7, 2000

Donald W. Causey & Associates, P.C.
516 Walnut Street - P.O. Box 775
Gadsden, AL 35902
PHONE:  256-543-3707
FAX:  256-543-9800

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners
Lakeshore Apartments Ltd.
Tuskegee, Alabama

We have audited the accompanying balance sheets of Lakeshore Apartments,
Ltd. a limited partnership, RHS Project No.: 01-044-631014228 as of
December 31, 1999 and 1998, and the related statements of operations,
partners' capital and cash flows for the years then ended. These financial
statements are the responsibility of the partnership's management. Our
responsibility is to express an opinion on these financial statements based
on our audits.

We conducted the audits in accordance with generally accepted auditing
standards and Government Auditing Standards issued by the Comptroller
General of the United States, and the U.S. Department of Agriculture,
Farmers Home Administration Audit Program. 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 the 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 Lakeshore Apartments,
Ltd., RHS Project No.: 01-044-631014228 as of December 31, 1999 and 1998,
and the results of its operations and its cash flows for the years then
ended in conformity with generally accepted accounting principles.

The audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The supplemental information on
pages 10 through 13 is presented for purposes of additional analysis and is
not a required part of the basic financial statements.  The supplemental
information presented in the Multiple Family Housing Borrower Balance Sheet
(Form FmHA 1930-8) Parts I and II for the year ended December 31, 1999 and
1998, is presented for purposes of complying with the requirements of the
Rural Housing Services and is also not a required part of the basic
financial statements.  Such information has been subjected to the audit
procedures applied in the audit of the basic financial statements and, in
our opinion is fairly stated in all material respects in relation to the
basic financial statements taken as a whole.

In accordance with Government Auditing Standards, we have also issued a
report dated February 26, 2000 on our consideration of Lakeshore
Apartments, Ltd.'s internal control over financial reporting and on our
tests of its compliance with certain provisions of laws and regulations.


/s/ Donald W. Causey & Associates, P.C.
Certified Public Accountants

Gadsden, Alabama
February 26, 2000

Donald W. Causey & Associates, P.C.
516 Walnut Street - P.O. Box 775
Gadsden, AL 35902
PHONE:  256-543-3707
FAX:  256-543-9800

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners
Countrywood Apartments Ltd.
Centerville, Alabama

We have audited the accompanying balance sheets of Countrywood Apartments,
Ltd. a limited partnership, RHS Project No.: 01-004-630943678 December 31,
1999 and 1998, and the related statements of operations, partners' deficit
and cash flows for the years then ended. These financial statements are the
responsibility of the partnership's management.  Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted the audits in accordance with generally accepted auditing
standards and Government Auditing Standards issued by the Comptroller
General of the United States, and the U.S. Department of Agriculture,
Farmers Home Administration Audit Program. 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 the 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 Countrywood Apartments,
Ltd. RHS Project No.: 01-004-630943678 as of December 31, 1999 and 1998,
and the results of its operations and its cash flows for the years then
ended in conformity with generally accepted accounting principles.

The audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The supplemental information on
pages 10 through 13 is presented for purposes of additional analysis and is
not a required part of the basic financial statements.  The supplemental
information presented in the Multiple Family Housing Borrower Balance Sheet
(Form FmHA 1930-8) Parts I and II for the year ended December 31, 1999 and
1998, is presented for purposes of complying with the requirements of the
Rural Housing Services and is also not a required part of the basic
financial statements.  Such information has been subjected to the audit
procedures applied in the audit of the basic financial statements and, in
our opinion is fairly stated in all material respects in relation to the
basic financial statements taken as a whole.

In accordance with Government Auditing Standards, we have also issued a
report dated February 11, 2000 on our consideration of Countrywood
Apartments, Ltd.'s internal control over financial reporting and on our
tests of its compliance with certain provisions of laws and regulations.


/s/ Donald W. Causey & Associates, P.C.
Certified Public Accountant

Gadsden, Alabama
February 11, 2000

Donald W. Causey & Associates, P.C.
516 Walnut Street - P.O. Box 775
Gadsden, AL 35902
PHONE:  256-543-3707
FAX:  256-543-9800

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners
Wildwood Apartments Ltd.
Pineville, Louisiana

We have audited the accompanying balance sheets of Wildwood Apartments,
Ltd., a limited partnership, RHS Project No.: 22-040-630954515 as of
December 31, 1999 and 1998, and the related statements of operations,
partners' deficit and cash flows for the years then ended. These financial
statements are the responsibility of the partnership's management.  Our
responsibility is to express an opinion on these financial statements based
on our audits.

We conducted the audits in accordance with generally accepted auditing
standards and Government Auditing Standards issued by the Comptroller
General of the United States, and the U.S. Department of Agriculture,
Farmers Home Administration Audit Program. 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 the 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 Wildwood Apartments,
Ltd., RHS Project No.: 22-040-630954515 as of December 31, 1999 and 1998,
and the results of its operations and its cash flows for the years then
ended in conformity with generally accepted accounting principles.

The audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The supplemental information on
pages 10 through 13 is presented for purposes of additional analysis and is
not a required part of the basic financial statements.  The supplemental
information presented in the Multiple Family Housing Borrower Balance Sheet
(Form FmHA 1930-8) Parts I and II for the year ended December 31, 1999 and
1998, is presented for purposes of complying with the requirements of the
Rural Housing Services and is also not a required part of the basic
financial statements.  Such information has been subjected to the audit
procedures applied in the audit of the basic financial statements and, in
our opinion is fairly stated in all material respects in relation to the
basic financial statements taken as a whole.

In accordance with Government Auditing Standards, we have also issued a
report dated February 16, 2000 on our consideration of Wildwood Apartments,
Ltd.'s internal control over financial reporting and on our tests of its
compliance with certain provisions of laws and regulations.

/s/ Donald W. Causey & Associates, P.C.
Certified Public Accountants

Gadsden, Alabama
February 16, 2000

Donald W. Causey & Associates, P.C.
516 Walnut Street - P.O. Box 775
Gadsden, AL 35902
PHONE:  256-543-3707
FAX:  256-543-9800

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners
Meadowcrest Apartments Ltd.
Luverne, Alabama

We have audited the accompanying balance sheets of Meadowcrest Apartments,
Ltd. a limited partnership, RHS Project No.: 01-021-631047203 as of
December 31, 1999 and 1998, and the related statements of operations,
partners' capital and cash flows for the years then ended. These financial
statements are the responsibility of the partnership's management.  Our
responsibility is to express an opinion on these financial statements based
on our audits.

We conducted the audits in accordance with generally accepted auditing
standards and Government Auditing Standards issued by the Comptroller
General of the United States, and the U.S. Department of Agriculture,
Farmers Home Administration Audit Program. 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 the 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 Meadowcrest Apartments,
Ltd. RHS Project No.: 01-021-631047203 as of December 31, 1999 and 1998,
and the results of its operations and its cash flows for the years then
ended in conformity with generally accepted accounting principles.

The audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The supplemental information on
pages 10 through 13 is presented for purposes of additional analysis and is
not a required part of the basic financial statements.  The supplemental
information presented in the Multiple Family Housing Borrower Balance Sheet
(Form FmHA 1930-8) Parts I and II for the year ended December 31, 1999 and
1998, is presented for purposes of complying with the requirements of the
Rural Housing Services and is also not a required part of the basic
financial statements.  Such information has been subjected to the audit
procedures applied in the audit of the basic financial statements and, in
our opinion is fairly stated in all material respects in relation to the
basic financial statements taken as a whole.

In accordance with Government Auditing Standards, we have also issued a
report dated February 14, 2000 on our consideration of Meadowcrest
Apartments, Ltd.'s internal control over financial reporting and our tests
of its compliance with certain provisions of laws and regulations.

/s/ Donald W. Causey & Associates, P.C.
Certified Public Accountants

Gadsden, Alabama
February 14, 2000

Turk & Giles, CPAs, P.C.
2026 Connecticut-P.O. Box 3766
Joplin, MO 64803
PHONE:  417-623-8666
FAX:  417-623-4075

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners
Seneca Apartments, L.P.
Joplin, Missouri 64804

We have audited the accompanying balance sheets of Seneca Apartments, L.P.
(a limited partnership) as of December 31, 1999 and 1998, and the related
statements of operations, partners' capital and cash flows for the years
then ended.  These financial statements are the responsibility of the
Partnership's management.  Our responsibility is to express an opinion on
these financial statements based on our 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, and the U.S. Department of Agriculture,
Farmers Home Administration AUDIT PROGRAM.  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 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 Seneca Apartments, L.P.
as of December 31, 1999 and 1998, and the results of its operations and its
cash flows for the years then ended in conformity with generally accepted
accounting principles.

In accordance with GOVERNMENT AUDITING STANDARDS, we have also issued our
report dated February 29, 2000 on our consideration of Seneca Apartments,
L.P.'s internal control over financial reporting and our tests of its
compliance with certain provisions of laws and regulations.

Our audit was conducted for the purpose of forming an opinion the the basic
financial statements taken as a whole.  The Supplemental Letter on pages 14-
16 is presented for purposes of additional analysis and is not a required
part of the basic financial statements.  Such information has been
subjected to the auditing procedures applied in the audit of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.

/s/ Turk & Giles, CPAs, P.C.
Certified Public Accountants

February 29, 2000

Turk & Giles, CPAs, P.C.
2026 Connecticut-P.O. Box 3766
Joplin, MO 64803
PHONE:  417-623-8666
FAX:  417-623-4075

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners
Carthage Seniors, L.P.
Joplin, Missouri 64804

We have audited the accompanying balance sheets of Carthage Seniors, L.P.
(a limited partnership) as of December 31, 1999 and 1998, and the related
statements of operations, partners' capital and cash flows for the years
then ended.  These financial statements are the responsibility of the
Partnership's management.  Our responsibility is to express an opinion on
these financial statements based on our 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, and the U.S. Department of Agriculture,
Farmers Home Administration AUDIT PROGRAM.  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 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 Carthage Seniors, L.P.
as of December 31, 1999 and 1998, and the results of its operations and its
cash flows for the years then ended in conformity with generally accepted
accounting principles.

In accordance with GOVERNMENT AUDITING STANDARDS, we have also issued our
report dated February 29, 2000 on our consideration of Carthage Seniors,
L.P.'s internal control over financial reporting and our tests of its
compliance with certain provisions of laws and regulations.

Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The Supplemental Letter on pages 14-
16 is presented for purposes of additional analysis and is not a required
part of the basic financial statements.  Such information has been
subjected to the auditing procedures applied in the audit of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.

/s/ Turk & Giles, CPAs, P.C.
Certified Public Accountants

February 29, 2000

Turk & Giles, CPAs, P.C.
2026 Connecticut-P.O. Box 3766
Joplin, MO 64803
PHONE:  417-623-8666
FAX:  417-623-4075

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners
Southwest City Apartments, L.P.
Joplin, Missouri 64804

We have audited the accompanying balance sheets of Southwest City
Apartments, L.P. (a limited partnership) as of December 31, 1999 and 1998,
and the related statements of operations, partners' capital and cash flows
for the years then ended.  These financial statements are the
responsibility of the Partnership's management.  Our responsibility is to
express an opinion on these financial statements based on our 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, and the U.S. Department of Agriculture,
Farmers Home Administration AUDIT PROGRAM.  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 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 Southwest City
Apartments, L.P. as of December 31, 1999 and 1998, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

In accordance with GOVERNMENT AUDITING STANDARDS, we have also issued our
report dated February 29, 2000 on our consideration of Southwest City
Apartments, L.P.'s internal control over financial reporting and our tests
of its compliance with certain provisions of laws and regulations.

Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The Supplemental Letter on pages 14-
16 is presented for purposes of additional analysis and is not a required
part of the basic financial statements.  Such information has been
subjected to the auditing procedures applied in the audit of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.

/s/ Turk & Giles, CPAs, P.C.
Certified Public Accountants

February 29, 2000

Turk & Giles, CPAs, P.C.
2026 Connecticut-P.O. Box 3766
Joplin, MO 64803
PHONE:  417-623-8666
FAX:  417-623-4075

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners
Pineville Apartments, L.P.
Joplin, Missouri 64804

We have audited the accompanying balance sheets of Pineville Apartments,
L.P. (a limited partnership) as of December 31, 1999 and 1998, and the
related statements of operations, partners' capital and cash flows for the
years then ended.  These financial statements are the responsibility of the
Partnership's management.  Our responsibility is to express an opinion on
these financial statements based on our 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, and the U.S. Department of Agriculture,
Farmers Home Administration AUDIT PROGRAM.  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 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 Pineville Apartments,
L.P. as of December 31, 1999 and 1998, and the results of its operations
and its cash flows for the years then ended in conformity with generally
accepted accounting principles.

In accordance with GOVERNMENT AUDITING STANDARDS, we have also issued our
report dated February 29, 2000 on our consideration of Pineville
Apartments, L.P.'s internal control over financial reporting and our tests
of its compliance with certain provisions of laws and regulations.

Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The Supplemental Letter on pages 14-
16 is presented for purposes of additional analysis and is not a required
part of the basic financial statements.  Such information has been
subjected to the auditing procedures applied in the audit of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.

/s/ Turk & Giles, CPAs, P.C.
Certified Public Accountants

February 29, 2000

Turk & Giles, CPAs, P.C.
2026 Connecticut-P.O. Box 3766
Joplin, MO 64803
PHONE:  417-623-8666
FAX:  417-623-4075

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners
Monett Seniors, L.P.
Joplin, Missouri 64804

We have audited the accompanying balance sheets of Monett Seniors, L.P. (a
limited partnership) as of December 31, 1999 and 1998, and the related
statements of operations, partners' capital and cash flows for the years
then ended.  These financial statements are the responsibility of the
Partnership's management.  Our responsibility is to express an opinion on
these financial statements based on our 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, and the U.S. Department of Agriculture,
Farmers Home Administration AUDIT PROGRAM.  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 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 Monett Seniors, L.P. as
of December 31, 1999 and 1998, and the results of its operations and its
cash flows for the years then ended in conformity with generally accepted
accounting principles.

In accordance with GOVERNMENT AUDITING STANDARDS, we have also issued our
report dated February 29, 2000 on our consideration of Monett Seniors,
L.P.'s internal control over financial reporting and our tests of its
compliance with certain provisions of laws and regulations.

Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The Supplemental Letter on pages 14-
16 is presented for purposes of additional analysis and is not a required
part of the basic financial statements.  Such information has been
subjected to the auditing procedures applied in the audit of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.

/s/ Turk & Giles, CPAs, P.C.
Certified Public Accountants

February 29, 2000

Turk & Giles, CPAs, P.C.
2026 Connecticut-P.O. Box 3766
Joplin, MO 64803
PHONE:  417-623-8666
FAX:  417-623-4075

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners
Columbus Seniors, L.P.
Joplin, Missouri 64804


We have audited the accompanying balance sheets of Columbus Seniors, L.P.
(a limited partnership) as of December 31, 1999 and 1998, and the related
statements of operations, partners' capital and cash flows for the years
then ended.  These financial statements are the responsibility of the
Partnership's management.  Our responsibility is to express an opinion on
these financial statements based on our 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 and the U.S. Department of Agriculture,
Farmers Home Administration AUDIT PROGRAM. 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 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 Columbus Seniors, L.P.
as of December 31, 1999 and 1998, and the results of its operations and its
cash flows for the years then ended in conformity with generally accepted
accounting principles.

In accordance with GOVERNMENT AUDITING STANDARDS, we have also issued our
report dated February 29, 2000 on our consideration of Columbus Seniors,
L.P.'s internal control over financial reporting and our tests of its
compliance with certain provisions of laws and regulations.

Our audit was conducted for the purpose of forming and opinion on the basic
financial statements taken as a whole.  The Supplemental Letter on pages 14-
16 is presented for purposes of additional analysis and is not a required
part of the basic financial statements.  Such information has been
subjected to the auditing procedures applied in the audit of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.

/s/ Turk & Giles, CPAs, P.C.
Certified Public Accountants

February 29, 2000

Turk & Giles, CPAs, P.C.
2026 Connecticut-P.O. Box 3766
Joplin, MO 64803
PHONE:  417-623-8666
FAX:  417-623-4075

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners
Arma Seniors, L.P.
Joplin, Missouri 64804

We have audited the accompanying balance sheets of Arma Seniors, L.P. (a
limited partnership) as of December 31, 1999 and 1998, and the related
statements of operations, partners' capital and cash flows for the years
then ended.  These financial statements are the responsibility of the
Partnership's management.  Our responsibility is to express an opinion on
these financial statements based on our 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, and the U.S. Department of Agriculture,
Farmers Home Administration AUDIT PROGRAM.  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 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 Arma Seniors, L.P. as
of December 31, 1999 and 1998, and the results of its operations and its
cash flows for the years then ended in conformity with generally accepted
accounting principles.

In accordance with GOVERNMENT AUDITING STANDARDS, we have also issued our
report dated February 29, 2000 on our consideration of Arma Seniors, L.P.'s
internal control over financial reporting and our tests of its compliance
with certain provisions of laws and regulations.

Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The Supplemental Letter on pages 14-
16 is presented for purposes of additional analysis and is not a required
part of the basic financial statements.  Such information has been
subjected to the auditing procedures applied in the audit of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.

/s/ Turk & Giles, CPAs, P.C.
Certified Public Accountants

February 29, 2000

Suellen Doubet, CPA
226 East Cherokee
Wagoner, OK 74467
PHONE:  918-485-8085
FAX:  918-485-3092

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners
of Yorkshire Retirement Village:

I have audited the accompanying balance sheet of Yorkshire Retirement
Village (an Oklahoma Limited Partnership) as of December 31, 1999 and 1998,
and the related statement of operations, partners' equity, and cash flows
for the years then ended.  These financial statements are the
responsibility of the Company's management.  My responsibility is to
express an opinion on these financial statements based on my audits.

I conducted my 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 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 Yorkshire Retirement
Village as of December 31, 1999 and 1998 and the results of its operations
and its cash flows for the years then ended in conformity with generally
accepted accounting principles.

My audit was made for the purpose of forming an opinion on the basic
financial statements take as a whole.  The supplemental information is
presented for purposes of additional analysis and is not a required part of
the basic financial statements.  The supplementary information, The
Schedule of Maintenance Expenses has been subjected to the audit 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.

In accordance with Government Auditing Standards, I have also issued a
report dated March 18, 2000 on my consideration of Yorkshire Retirement
Village's compliance and on internal control over financial reporting.

/s/ Suellen Doubet, CPA
Wagoner, OK  74467

March 18, 2000

Chester M. Kearney
12 Dyer Street
Presque Isle, ME 04769-1550
PHONE:  207-764-3171
FAX:  207-764-6362

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
Rural Development Group
d/b/a Ashland Estates
Caribou, Maine

To the Partners

We have audited the accompanying balance sheets of Rural Development Group,
d/b/a Ashland Estates, (a limited partnership) as of December 31, 1999 and
1998, 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 the standards applicable to financial audits contained in
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 the Rural Development
Group, d/b/a Ashland Estates as of December 31, 1999 and 1998, and the
results of its operations, partners' equity (deficit) 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 our
report dated February 2, 2000 on our consideration of Rural Development
Group, d/b/a Ashland Estates' internal control over financial reporting and
our tests of its compliance with certain provisions of laws and
regulations.


/s/ Chester M. Kearney
Certified Public Accountants

Presque Isle, Maine
February 2, 2000

Richard A. Strauss
1310 Lady Street
9th Floor, Keenan Building
Columbia, SC 29201
PHONE:  803-779-7472
FAX:  803-252-6171

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners
Scarlett Oaks Limited Partnership
Lexington, South Carolina

I have audited the accompanying balance sheet of Scarlett Oaks Limited
Partnership as of December 31, 1999 and 1998, and the related statements of
income, expense and partners' equity and cash flows for the years then
ended.  These financial statements are the responsibility of Scarlett Oaks
Limited 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 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 Scarlett Oaks Limited
Partnership as of December 31, 1999 and 1998, and the results of its
operations, changes in partners' equity and cash flows for the years then
ended in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, I have also issued a
report dated February 2, 2000, on my consideration of Scarlett Oaks Limited
Partnership's internal control and a report dated February 2, 2000 on its
compliance with laws and regulations.

This report is intended for the information of management and the
Department of Agriculture, Rural Development.  However, this report is a
matter of public record and its distribution is not limited.

Respectfully submitted,


/s/ Richard A. Strauss
Certified Public Accountants

Columbia, South Carolina
February 2, 2000

David G. Pelliccione, C.P.A., P.C.
340 Eisenhower Drive, Suite 220
Savannah, GA 31406
PHONE:  912-354-2334
FAX:  912-354-2443
                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To The Partners
Brooks Hill Apartments, L.P.

We have audited the accompanying balance sheet of BROOKS HILL APARTMENTS,
L.P., as of December 31, 1999 and 1998 and the related statement of
operations, changes in partners' equity and cash flows for the years then
ended.  These financial statements are the responsibility of the
Partnership's management.  Our responsibility is to express an opinion on
these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards and Government Auditing Standards issued by the Comptroller
General of the United States.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements.  An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.  We
believe that our 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 BROOKS HILL APARTMENTS,
L.P., as of December 31, 1999 and 1998, and the results of its operations
and its cash flows for the years then ended in conformity with generally
accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued our
report dated February 28, 2000 on our consideration of BROOKS HILL
APARTMENTS, L.P.'s internal control over financial reporting and our tests
of its compliance with certain provisions of laws, regulations, contracts
and grants.  That report is an integral part of an audit performed in
accordance with Government Auditing Standards and should be read in
conjunction with this report in considering the results of our audit.

Our audit was made for the purpose of forming an opinion on the basic
financial statements of BROOKS HILL APARTMENTS, L.P., taken as a whole.
The supplemental information on pages 9 and 10 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 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/ David G. Pelliccione
Certified Public Accountants
Savannah, Georgia
February 28, 2000

K.B. Parrish & Co. LLP
151 N. Delaware Street, Suite 1600
Indianapolis, IN 46204
PHONE:  317-269-2455
FAX:  317-269-2464

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners of
Village Apartments of Seymour II, L.P.
(A Limited Partnership)

We have audited the balance sheets of Village Apartments of Seymour II,
L.P. (a limited partnership) as of December 31, 1999 and 1998, and the
related statements of operations, changes in partnership 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, Government Auditing Standards issued by the Comptroller General
of the United States, and the U.S. Department of Agriculture, Rural
Development Audit Program.  Those standards and the audit program 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 Village Apartments of
Seymour II, L.P. at December 31, 1999 and 1998, and the results of its
operations, changes in partnership capital (deficit) and 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 7, 2000, on our consideration of the partnership's
internal control and a report dated January 7, 2000 on its compliance with
laws and regulations.

Respectfully submitted,



/s/ K.B. Parrish & Company LLP
Certified Public Accountants

Indianapolis, Indiana
January 7, 2000

Scheiner, Mister & Grandizio, P.A.
1301 York Road, Suite 705
Lutherville, MD 21093
PHONE:  410-494-0885
FAX:  410-321-9024

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------

To the Partners
Frazer Elderly Limited Partnership
Reisterstown, Maryland

We have audited the accompanying balance sheets of Frazer Elderly Limited
Partnership as of December 31, 1999 and 1998, and the related statements of
operations, partners' capital, and cash flows for the years then ended.
These financial statements are the responsibility of the Partnership's
management.  Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards 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 Frazer Elderly Limited
Partnership as of December 31, 1999 and 1998, 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, we have also issued a
report dated January 12, 2000 on our consideration of the Partnership's
internal control and a report dated January 12, 2000 on its compliance with
laws and regulations.


/s/ Scheiner, Mister & Grandizio, P.A.
Certified Public Accountants

January 12, 2000

Fentress, Brown, CPAs & Associates
6660 North High Street, Suite 3F
Worthington, OH 43085-2537
PHONE:  614-825-0011
FAX:  614-825-0014

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------

To the Partners of                     Rural Development Services
Bryan Senior Village Limited Partnership      Servicing Office
DBA Plaza Senior Village Apartments           Findlay, Ohio
Mansfield, Ohio

We have audited the accompanying balance sheets of Bryan Senior Village
Limited Partnership (a limited partnership), DBA Plaza Senior Village
Apartments, Case No. 41-086-341561720, as of December 31, 1999 and 1998,
and the related income statements, changes in partners' equity (deficit),
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 audits.

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 U.S. Department of Agriculture, Farmers Home
Administration "Audit Program" issued in December 1989.  Those standards
require that we plan and perform our 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 Bryan Senior Village
Limited Partnership, DBA Plaza Senior Village Apartments, Case No. 41-086-
341561720, at December 31, 1999 and 1998, , and the results of its
operations, changes in partners' equity (deficit),and 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 14, 2000 on our consideration of Bryan Senior Village
Limited Partnership's internal control and a report dated January 14, 2000,
on its compliance with specific requirements applicable to Rural
Development Services Programs.


/s/ Fentress, Brown, CPAs & Associates
Certified Public Accountants

Worthington, Ohio
January 14, 2000

Fentress, Brown, CPAs & Associates
6660 North High Street, Suite 3F
Worthington, OH 43085-2537
PHONE:  614-825-0011
FAX:  614-825-0014

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners of                     Rural Development Services
Brubaker Square Limited Partnership      Servicing Office
DBA Brubaker Square Apartments               Hillsboro, Ohio
Mansfield, Ohio

We have audited the accompanying balance sheets of Brubaker Square Limited
Partnership (a limited partnership), DBA Brubaker Square Apartments, Case
No. 41-092-341561718, as of December 31, 1999 and 1998, and the related
income statements, changes in partners' equity (deficit), and cash flows
for the years 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 audits.

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 U.S. Department of Agriculture, Farmers Home
Administration "Audit Program" issued in December 1989.  Those standards
require that we plan and perform our 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 Brubaker Square Limited
Partnership, DBA Brubaker Square Apartments, Case No. 41-092-341561718, at
December 31, 1999 and 1998, and the results of its operations, changes in
partners' equity (deficit),and 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 14, 2000, on our consideration of Brubaker Square
Limited Partnership's internal control and a report dated January 14, 2000,
on its compliance with specific requirements applicable to Rural
Development Services Programs.


/s/ Fentress, Brown, CPAs & Associates, LLC
Certified Public Accountants

Worthington, Ohio
January 14, 2000

Fentress, Brown, CPAs & Associates
6660 North High Street, Suite 3F
Worthington, OH 43085-2537
PHONE:  614-825-0011
FAX:  614-825-0014

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners of                          Rural Development Services
Villa Allegra Limited Partnership            Servicing Office
DBA Villa Allegra Apartments                            Findlay, Ohio
Mansfield, Ohio

We have audited the accompanying balance sheets of Villa Allegra Limited
Partnership (a limited partnership), DBA Villa Allegra Apartments, Case No.
41-054-341561716, as of December 31, 1999 and 1998, and the related income
statements, changes in partners' equity (deficit), and cash flows for the
years 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 audits.

We conducted our audit in accordance with generally accepted auditing
standards, Government Auditing Standards, issued by the Comptroller General
of the United States, and the U.S. Department of Agriculture, Farmers Home
Administration "Audit Program" issued in December 1989.  Those standards
require that we plan and perform our 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 Villa Allegra Limited
Partnership, DBA Villa Allegra Apartments, Case No. 41-054-341561716, at
December 31, 1999 and 1998, and the results of its operations, changes in
partners' equity (deficit),and 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 14, 2000, on our consideration of Villa Allegra
Limited Partnership's internal control and a report dated January 14, 2000,
on its compliance with specific requirements applicable to Rural
Development Services Programs.


/s/ Fentress, Brown, CPAs & Associates, LLC
Certified Public Accountants

Worthington, Ohio
January 14, 2000

Fentress, Brown, CPAs & Associates
6660 North High Street, Suite 3F
Worthington, OH  43085-2537
PHONE:  614-825-0011
FAX:  614-825-0014

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners of                     Rural Development Services
Logan Place Limited Partnership        Servicing Office
DBA Logan Place Apartments             Marietta, Ohio
Mansfield, Ohio

We have audited the accompanying balance sheets of Logan Place Limited
Partnership (a limited partnership), DBA Logan Place Apartments, Case No.
41-037-341643639, as of December 31, 1999 and 1998, and the related income
statements, changes in partners' equity (deficit) and cash flows for the
years 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 audits.

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 U.S. Department of Agriculture, Farmers Home
Administration "Audit Program" issued in December, 1989.  Those standards
require that we plan and perform our 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 Logan Place Limited
Partnership, DBA Logan Place Apartments, Case No. 41-037-341643639, at
December 31, 1999 and 1998, and the results of its operations, changes in
partners' equity (deficit),and 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 14, 2000, on our consideration of Logan Place Limited
Partnership's internal control and a report dated January 14, 2000, on its
compliance with specific requirements applicable to Rural Development
Services Programs.

Fentress, Brown, CPA's & Associates, LLC
Certified Public Accountants

Worthington, Ohio
January 14, 2000

Duggan, Joiner & Company
334 N.W. Third Avenue
Ocala, FL 34475
PHONE:  352-732-0171
FAX:  352-867-1370

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners
Flagler Beach Villas RRH, Ltd.

We have audited the accompanying basic financial statements of Flagler
Beach Villas RRH, Ltd., as of and for the years ended December 31, 1999 and
1998, as listed in the table of contents. These basic 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 the standards applicable to financial audits contained in
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 basic financial statements referred to above present
fairly, in all material respects, the financial position of Flagler Beach
Villas RRH, Ltd. as of December 31, 1999 and 1998, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued our
report dated January 31, 2000 on our consideration of Flagler Beach Villas
RRH, Ltd.'s internal control over financial reporting and our tests of its
compliance with certain provisions of laws, regulations, contracts and
grants.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The additional information
presented on pages 10 to 16 is presented for the purposes of additional
analysis and is not a required part of the basic financial statements.  The
information on pages 10 to 15 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.  The information on page 16, which
is of a nonaccounting nature, has not been subjected to the auditing
procedures applied in the audit of the basic financial statements, and we
express no opinion on it.

/s/ Duggan, Joiner & Company
Certified Public Accountants
January 31, 2000

Smith, Lambright & Associates, P.C.
505 E. Tyler-P.O. Box 912
Athens, TX 75751
PHONE:  903-675-5674
FAX:  903-675-5676

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Owners
Elkhart Apartments Limited
700 South Palestine
Athens, Texas 75751

We have audited the accompanying Balance Sheet of the Elkhart Apartments
Limited as of December 31, 1999 and 1998, and the related Statements of
Income and Expenses, Changes in Partners's Equity (Deficit), and Cash Flows
for the years then ended.  These financial statements are the
responsibility of the Elkhart Apartments Limited's management.  Our
responsibility is to express an opinion on these financial statements based
on our audits.

We conducted our audit in accordance with generally accepted auditing
standards, the standards applicable to financial audits contained in
Government Auditing Standards issued by the Comptroller General of the
United States, and "U.S. Department of Agriculture, Farmers Home
Administration-Audit Program." 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 Elkhart Apartments
Limited as of December 31, 1999 and 1998, and the results of its operations
and its cash flows for the years then ended in conformity with generally
accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued our
report dated February 29, 2000 on our consideration of the Elkhart
Apartments Limited's compliance and on internal control over financial
reporting.

Our audit was performed for the purpose of forming an opinion on the
financial statements of the Elkhart Apartments Limited, taken as a whole.
The accompanying supplemental letter is presented for purposes of
additional analysis as required by the U.S. Department of Agriculture,
Rural Development Agency, and is not a required part of the financial
statements.  Such information has been subjected to the auditing procedures
applied in the audit of the financial statements and, in our opinion, is
fairly stated, in all material respects, in relation to the financial
statements taken as a whole.

The Year 2000 supplementary information is not a required part of the basic
financial statements but is supplementary information required by the
Governmental Accounting Standards Board.  We have applied certain limited
procedures, which consisted principally of inquiries of management
regarding the methods of measurement and presentation of the supplementary
information.  However, we did not audit the information and do not express
an opinion on it.  In addition, we do not provide assurance that the
Elkhart Apartments, Limited is or will become year 2000 compliant, that its
year 2000 remediation efforts will be successful in whole or in part, or
that parties with which it does business are or will become year 2000
compliant.


/s/ Smith, Lambright & Associates, P.C.
Certified Public Accountants

February 29, 2000

Smith, Lambright & Associates, P.C.
505 E. Tyler-P.O. Box 912
Athens, TX 75751
PHONE:  903-675-5674
FAX:  903-675-5676
                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Owners
South Timber Ridge Apartments, Ltd.
700 South Palestine
Athens, Texas  75751

We have audited the accompanying Balance Sheet of South Timber Ridge
Apartments, Ltd. as of December 31, 1999 and 1998, and the related
Statements of Income and Expenses, Changes in Partner's Equity (Deficit),
and Cash Flows for the years then ended.  These financial statements are
the responsibility of South Timber Ridge Apartments, Ltd.'s management. Our
responsibility is to express an opinion on these financial statements based
on our audits.

We conducted our audit in accordance with generally accepted auditing
standards, the standards applicable to financial audits contained in
Government Auditing Standards issued by the Comptroller General of the
United States, and "U.S. Department of Agriculture, Farmers Home
Administration- Audit Program."  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 South Timber Ridge
Apartments, Ltd. as of December 31, 1999 and 1998, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued our
report dated February 23, 2000 on our consideration of South Timber Ridge
Apartments, Ltd.'s compliance and on internal control over financial
reporting.

Our audit was performed for the purpose of forming an opinion on the
financial statements of South Timber Ridge Apartments, Ltd., taken as a
whole.  The accompanying supplemental letter is presented for purposes of
additional analysis as required by the U.S. Department of Agriculture,
Rural Development Agency, and is not a required part of the financial
statements.  Such information has been subjected to the auditing procedures
applied in the audit of the financial statements and, in our opinion, is
fairly stated in all material respects, in relation to the financial
statements taken as a whole.

The Year 2000 supplementary information is not a required part of the basic
financial statements but is supplementary information required by the
Governmental Accounting Standards Board.  We have applied certain limited
procedures, which consisted principally of inquiries of management
regarding the methods of measurement and presentation of the supplementary
information.  However, we did not audit the information and do not express
an opinion on it.  In addition, we do not provide assurance that the
Elkhart Apartments, Limited is or will become year 2000 compliant, that its
year 2000 remediation efforts will be successful in whole or in part, or
that parties with which it does business are or will become year 2000
compliant.


/s/ Smith, Lambright & Associates, P.C.
Certified Public Accountants

February 23, 2000

Smith, Lambright & Associates, P.C.
505 E. Tyler-P.O. Box 912
Athens, TX 75751
PHONE:  903-675-5674
FAX:  903-675-5676

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Owners
Heritage Drive South, Limited
700 South Palestine
Athens, Texas  75751

We have audited the accompanying Balance Sheet of Heritage Drive South,
Limited as of December 31, 1999 and 1998, and the related Statements of
Income and Expenses, Changes in Partner's Equity (Deficit), and Cash Flows
for the years then ended.  These financial statements are the
responsibility of Heritage Drive South, Limited's management. Our
responsibility is to express an opinion on these financial statements based
on our audits.

We conducted our audit in accordance with generally accepted auditing
standards, the standards applicable to financial audits contained in
Government Auditing Standards issued by the Comptroller General of the
United States, and the "U.S. Department of Agriculture, Farmers Home
Administration- Audit Program."  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 Drive South,
Limited as of December 31, 1999 and 1998, and the results of its operations
and its cash flows for the years then ended in conformity with generally
accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued our
report dated February 21, 2000 on our consideration of Heritage Drive
South, Limited's compliance and on internal control over financial
reporting.

Our audit was performed for the purpose of forming an opinion on the
financial statements of Heritage Drive South, Limited, taken as a whole..
The accompanying supplemental letter is presented for purposes of
additional analysis as required by the U.S. Department of Agriculture,
Rural Development Agency, and is not a required part of the financial
statements.  Such information has been subjected to the auditing procedures
applied in the audit of the financial statements and, in our opinion, is
fairly stated in all material respects, in relation to the financial
statements taken as a whole.

The Year 2000 supplementary information is not a required part of the basic
financial statements but is supplementary information required by the
Governmental Accounting Standards Board.  We have applied certain limited
procedures, which consisted principally of inquiries of management
regarding the methods of measurement and presentation of the supplementary
information.  However, we did not audit the information and do not express
an opinion on it.  In addition, we do not provide assurance that the
Elkhart Apartments, Limited is or will become year 2000 compliant, that its
year 2000 remediation efforts will be successful in whole or in part, or
that parties with which it does business are or will become year 2000
compliant.


/s/ Smith, Lambright & Associates. P.C.
Certified Public Accountants

February 21, 2000

Miller, Mayer, Sullivan & Stevens LLP
2365 Harrodsburg Rd.
Lexington, KY 40504-3399
PHONE:  606-223-3095
FAX:  606-223-2143
                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners                        Rural Development
Goodwater Falls, Ltd.                  London, Kentucky

We have audited the accompanying balance sheets of Goodwater Falls, Ltd.,
(a limited partnership) Case No. 20-067-621424606, as of December 31, 1999
and 1998 and the related statements of operations, changes in 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 the standards for financial audits contained in 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 Goodwater Falls, Ltd.
as of December 31, 1999 and 1998, and the results of its operations and its
cash flows for the years then ended in conformity with generally accepted
accounting principles.

In accordance with Government Auditing Standards, we have also issued our
report dated January 31, 2000 on our consideration of Goodwater Falls,
Ltd.'s internal control over financial reporting and our tests of its
compliance with certain provisions of laws, regulations, contracts and
grants.

Our audits were conducted for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental data included
in this report 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 audits of the
basic financial statements, and in our opinion, is presented fairly, in all
material respects, in relation to the basic financial statements taken as a
whole.

/s/ Miller, Mayer, Sullivan & Stevens, LLP
Certified Public Accountants
Lexington, Kentucky
January 31, 2000

Lou Ann Montey and Associates, P.C.
8400 N. Mopac Expressway, Suite 304
Austin, TX  78759
PHONE  512-338-0044
FAX  512-338-5395

                         INDEPENDENT  AUDITORS'  REPORT
                         ----------------------------

To The Partners
Frankston Retirement, Ltd. - (A Texas Limited Partnership)
Burnet, Texas

We have audited the accompanying balance sheets of Frankston Retirement
Ltd. - (A Texas Limited Partnership) as of December 31, 1999 and 1998, and
the related statements of income (loss), partners' equity, and cash flows
for the years then ended.  These financial statements are the
responsibility of the Partnership's management.  Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audit in accordance with Generally Accepted Auditing
Standards and Government Auditing Standards as issued by the Comptroller
General of the United States and the U.S. Department of Agriculture,
Farmers Home Administration Audit Program.  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 our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above presents fairly,
in all material respects, the financial position of Frankston Retirement,
Ltd. - (A Texas Limited Partnership) as of December 31, 1999 and 1998, and
the results of its operations and its cash flows for the year then ended in
conformity with Generally Accepted Accounting Principles.

In accordance with Government Auditing Standards, we have also issued a
report dated February 4, 2000, on our consideration of the internal control
structure of Frankston Retirement, Ltd. - (A Texas Limited Partnership) and
a report dated February 4, 2000, on its compliance with laws and
regulations.


Lou Ann Montey and Associates, P.C.
Certified Public Accountants

Austin, Texas
February 4, 2000

Lou Ann Montey and Associates, P.C.
8400 N. Mopac Expressway, Suite 304
Austin, TX   78759
PHONE  512-338-0044
FAX  512-338-5395

                         INDEPENDENT  AUDITORS'  REPORT
                         -----------------------------

To The Partners
Wallis Housing, Ltd. - (A Texas Limited Partnership)
Burnet, Texas

We have audited the accompanying balance sheets of Wallis Housing, Ltd. -
(A Texas Limited Partnership) as of December 31, 1999 and 1998, and the
related statement of income (loss), 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 as issued by the Comptroller
General of the United States and the U.S. Department of Agriculture,
Farmers Home Administration Audit Program.  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 our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above presents fairly,
in all material respects, the financial position of Wallis Housing, Ltd. -
(A Texas Limited Partnership) as of December 31, 1999 and 1998, and the
results of its operations and its cash flows for the years then ended in
conformity with Generally Accepted Accounting Principles.

In accordance with Government Auditing Standards, we have also issued a
report dated February 14, 2000, on our consideration of the internal
control structure of Wallis Housing, Ltd. - (A Texas Limited Partnership)
and a report dated February 14, 2000, on its compliance with laws and
regulations.


Lou Ann Montey and Associates, P.C.
Certified Public Accountants

Austin, Texas
February 14, 2000

Lou Ann Montey and Associates, P.C.
8400 N. Mopac Expressway, Suite 304
Austin,  TX   78759
PHONE  512-338-0044
FAX  512-338-5395

                         INDEPENDENT AUDITORS' REPORT
                         -------------------------

To The Partners
Menard Retirement, Ltd. - (A Texas Limited Partnership)
Burnet,  Texas

We have audited the accompanying balance sheets of Menard Retirement, Ltd.
- (A Texas Limited Partnership) as of December 31, 1999 and 1998 and the
related statements of income (loss), partners' equity and cash flows for
the years then ended.  These financial statements are the responsibility of
the Partnership's management.  Our responsibility is to express an opinion
on these financial statements based on our audit.

We conducted our audits in accordance with Generally Accepted Auditing
Standards and Government Auditing Standards as issued by the Comptroller
General of the United States and the U.S. Department of Agriculture,
Farmers Home Administration Audit Program.  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 our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above presents fairly,
in all material respects, the financial position of Menard Retirement, Ltd.
- (A Texas Limited Partnership) as of December 31, 1999 and 1998, and the
results of its operations and its cash flows for the years then ended in
conformity with Generally Accepted Accounting Principles.

In accordance with Government Auditing Standards, we have also issued a
report dated February 10, 2000, on our consideration of the internal
control structure of Menard Retirement, Ltd. - (A Texas Limited
Partnership) and a report dated February 10, 2000, on its compliance with
laws and regulations.


Lou Ann Montey and Associates, P.C.
Certified Public Accountants

Austin,  Texas
February 10, 2000

Item 9.  Disagreements on Accounting and Financial Disclosures

  None.


                            PART III

Item 10.  Directors and Executive Officers of Gateway

   Gateway  has no directors or executive officers.  Gateway's affairs  are
managed   and   controlled  by  the  Managing  General  Partner.    Certain
information  concerning the directors and officers of the Managing  General
Partner are set forth below.

Raymond James Tax Credit Funds, Inc. - Managing General Partner

   Raymond James Tax Credit Funds, Inc. is the Managing General Partner and
is  responsible  for decisions pertaining to the acquisition  and  sale  of
Gateway's  interests in the Project Partnerships and other matters  related
to  the business operations of Gateway.  The officers and directors of  the
Managing General Partner are as follows:

  Ronald  M.  Diner, age 56, is President and a Director.  He is  a  Senior
  Vice  President  of Raymond James & Associates, Inc., with  whom  he  has
  been  employed  since June 1983.  Mr. Diner received an MBA  degree  from
  Columbia  University (1968) and a BS degree from Trinity College  (1966).
  Prior to joining Raymond James & Associates, Inc., he managed the broker-
  dealer   activities  of  Pittway  Real  Estate,  Inc.,  a   real   estate
  development  firm.  He was previously a loan officer  at  Marine  Midland
  Realty  Credit Corp., and spent three years with Common, Dann  &  Co.,  a
  New  York  regional investment firm.  He has served as a  member  of  the
  Board  of  Directors of the Council for Rural Housing and Development,  a
  national   organization  of  developers,  managers  and  syndicators   of
  properties developed under the RECD Section 515 program, and is a  member
  of  the  Board of Directors of the Florida Council for Rural Housing  and
  Development.   Mr. Diner  has been a speaker and panel  member  at  state
  and national seminars relating to the low-income housing credit.

  J. Davenport Mosby, age 44, is a Vice President and a Director.  He is  a
  Senior  Vice  President  of  Raymond James & Associates,  Inc.  which  he
  joined  in  1982.   Mr. Mosby received an MBA from the  Harvard  Business
  School  (1982).   He graduated magna cum laude with a BA from  Vanderbilt
  University where he was elected to Phi Beta Kappa.

  Teresa  L. Barnes, age 53, is a Vice President.  Ms. Barnes is  a  Senior
  Vice  President of Raymond James & Associates, Inc., which she joined  in
  1969.

  Sandra  L.  Furey, age 37, is Secretary, Treasurer.  Ms. Furey  has  been
  employed  by  Raymond James & Associates, Inc. since 1980  and  currently
  serves as Closing Administrator for the Gateway Tax Credit Funds.

Raymond James Partners, Inc. -

   Raymond  James  Partners, Inc. has been formed to  act  as  the  general
partner, with affiliated corporations, in limited partnerships sponsored by
Raymond  James Financial, Inc.  Raymond James Partners, Inc. is  a  general
partner  for  purposes  of  assuring that Gateway  and  other  partnerships
sponsored  by affiliates have sufficient net worth to meet the minimum  net
worth requirements of state securities administrators.

   Information  regarding  the  officers and  directors  of  Raymond  James
Partners,  Inc. is included on pages 58 and 59 of the Prospectus under  the
section  captioned "Management" (consisting of pages 56 through 59  of  the
Prospectus) which is incorporated herein by reference.


Item 11.  Executive Compensation

  Gateway has no directors or officers.


Item 12.  Security Ownership of Certain Beneficial Owners and Management

   Neither of the General Partners nor their directors and officers own any
units of the outstanding securities of Gateway as of March 31, 2000.

   Gateway  is  a  Limited Partnership and therefore does not  have  voting
shares of stock.  To the knowledge of Gateway, no person owns of record  or
beneficially, more than 5% of Gateway's outstanding units.

Item 13.  Certain Relationships and Related Transactions

   Gateway  has  no  officers  or directors.   However,  various  kinds  of
compensation  and  fees  are  payable to the  General  Partners  and  their
affiliates   during   the   organization   and   operations   of   Gateway.
Additionally, the General Partners will receive distributions from  Gateway
if there is cash available for distribution or residual proceeds as defined
in  the  Partnership Agreement.  The amounts and kinds of compensation  and
fees  are  described on pages 15 to 18 of the Prospectus under the  caption
"Management Compensation", which is incorporated herein by reference.

  The Payable to General Partners primarily represents the asset management
fees  owed  to  the  General Partners at the end  of  the  period.   It  is
unsecured,  due  on demand and, in accordance with the limited  partnership
agreement,  non-interest bearing.  Within the next 12 months, the  Managing
General  Partner does not intend to demand payment on the portion of  Asset
Management Fees payable classified as long-term on the Balance Sheet.

   The   Payable   to  Project  Partnerships  represents   unpaid   capital
contributions  to the Project Partnerships and will be paid  after  certain
performance  criteria are met.  Such contributions are in turn  payable  to
the general partner of the Project Partnerships.

 For the years ended March 31, 2000, 1999 and 1998 the General Partners and
affiliates  are entitled to compensation and reimbursement  for  costs  and
expenses incurred by Gateway as follows:

 Asset Management Fee - The Managing General Partner is entitled to be paid
an  annual  asset  management fee equal to 0.25% of the aggregate  cost  of
Gateway's interest in the projects owned by the Project Partnerships.   The
asset  management fee will be paid only after all other expenses of Gateway
have been paid.  These fees are included in the Statements of Operations.

                         2000               1999                1998
                         ----               ----                ----
Series 2                  $   68,511          $  68,648           $  68,773
Series 3                      63,301             63,479              63,645
Series 4                      77,832             77,989              78,133
Series 5                      96,241             96,461              96,663
Series 6                     106,486            106,815             107,120
                        ------------       ------------        ------------
Total                     $  412,371          $ 413,392           $ 414,334
                        ============       ============        ============


 General and Administrative Expenses - The Managing General Partner is reim
bursed for general and administrative expenses of Gateway on an accountable
basis.  This expense is included in the Statements of Operations.
                         2000               1999                1998
                         ----               ----                ----
Series 2                    $  8,181           $  7,433            $  8,267
Series 3                       8,552              7,771               8,481
Series 4                      10,779              9,798              10,693
Series 5                      13,386             12,163              13,274
Series 6                      14,130             12,839              14,012
                           ---------          ---------           ---------
                            $ 55,028           $ 50,004            $ 54,727
Total                      =========          =========           =========

                            PART IV

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

a.(1) Financial Statements

 (2) Financial Statement Schedules -

  Schedule III - Real Estate and Accumulated Depreciation of Property Owned
by Project Partnerships

 All  other  schedules are omitted because they are not applicable  or  not
 required,  or  because the required information is  shown  either  in  the
 financial statements or in the notes thereto.

 (3)Exhibit Index -
 The  following are included with Form S-11, Registration No. 33-31821  and
 amendments  and  supplements thereto previously filed with the  Securities
 and Exchange Commission.


Table
Number
1.1      Form   of   Dealer   Manager  Agreement,   including
         Soliciting Dealer Agreement
1.2      Escrow  Agreement between Gateway Tax Credit Fund  II
         Ltd. and Southeast Bank, NA
3.1      The  form of Partnership Agreement of the Partnership
         is included as Exhibit "A" to the Prospectus
3.1.1    Certificate  of  Limited  Partnership  of  Gateway   Tax
         Credit Fund II Ltd.
3.1.2    Amendment  to  Certificate  of  Limited  Partnership  of
         Gateway Tax Credit Fund II Ltd.
3.2      Articles  of Incorporation of Raymond James Partners,
         Inc.
3.2.1    Bylaws of Raymond James Partners, Inc.
3.3      Articles of Incorporation of Raymond James Tax Credit
         Funds, Inc.
3.3.1    Bylaws of Raymond James Tax Credit Funds, Inc.
3.4      Amended and Restated Agreement of Limited Partnership
         of Nowata Properties, An Oklahoma Limited Partnership
3.5      Amended and Restated Agreement of Limited Partnership
         of   Poteau   Properties   II,   An   Oklahoma   Limited
         Partnership
3.6      Amended and Restated Agreement of Limited Partnership
         of Sallisaw Properties, An Oklahoma Limited Partnership
3.7      Amended and Restated Agreement of Limited Partnership
         of Waldron Properties, An Arkansas Limited Partnership
3.8      Amended and Restated Agreement of Limited Partnership
         of   Roland   Properties   II,   An   Oklahoma   Limited
         Partnership
3.9      Amended and Restated Agreement of Limited Partnership
         of Stilwell Properties, An Oklahoma Limited Partnership
3.10     Amended  and  Restated Agreement of Limited  Partnership
         of Birchwood Apartments Limited Partnership
3.11     Amended  and  Restated Agreement of Limited  Partnership
         of Sunchase II, Ltd.
3.12     Amended  and  Restated Agreement of Limited  Partnership
         of Hornellsville Apartments
3.13     Amended  and  Restated Agreement of Limited  Partnership
         of CE McKinley II Limited Partnership
3.14     Amended  and  Restated Agreement of Limited  Partnership
         of Hartwell Family, Ltd., L.P.
3.15     Amended  and  Restated Agreement of Limited  Partnership
         of Deerfield II Ltd., L.P.
3.16     Amended  and  Restated Agreement of Limited  Partnership
         of Claxton Elderly, Ltd., L.P.
3.17     Amended  and  Restated Agreement of Limited  Partnership
         of Inverness Club, Ltd., L.P.
3.18     Amended  and  Restated Agreement of Limited  Partnership
         of Lake Park Ltd., L.P.
3.19     Amended  and  Restated Agreement of Limited  Partnership
         of Lakeland Elderly Apartments, Ltd., L.P.
3.20     Amended  and  Restated Agreement of Limited  Partnership
         of Mt. Vernon Elderly Housing, Ltd., L.P.
3.21     Amended  and  Restated Agreement of Limited  Partnership
         of Pearson Elderly Housing, Ltd., L.P.
3.22     Amended  and  Restated Agreement of Limited  Partnership
         of Woodland Terrace Apartments, Ltd., L.P.
3.23     Amended  and  Restated Agreement of Limited  Partnership
         of Richland Elderly Housing, Ltd., L.P.
3.24     Amended  and  Restated Agreement of Limited  Partnership
         of Lakeshore Apartments Limited Partnership
3.25     Amended  and  Restated Agreement of Limited  Partnership
         of Lewiston Limited Partnership
3.26     Amended  and  Restated Agreement of Limited  Partnership
         of Springwood Apartments Limited Partnership
3.27     Amended  and  Restated Agreement of Limited  Partnership
         of Cherrytree Apartments Limited Partnership
3.28     Amended  and  Restated Agreement of Limited  Partnership
         of    Charleston   Properties,   An   Arkansas   Limited
         Partnership
3.29     Amended  and  Restated Agreement of Limited  Partnership
         of   Sallisaw   Properties  II,  An   Oklahoma   Limited
         Partnership
3.30     Amended  and  Restated Agreement of Limited  Partnership
         of Pocola Properties, An Oklahoma Limited Partnership
3.31     Amended  and  Restated Agreement of Limited  Partnership
         of Prairie Apartments Limited Partnership
3.32     Amended  and  Restated Agreement of Limited  Partnership
         of Manchester Housing, Ltd., L.P.
3.33     Amended  and  Restated Agreement of Limited  Partnership
         of Sylacauga Heritage Apartments, Ltd.
3.34     Amended  and  Restated Agreement of Limited  Partnership
         of Durango C.W.W. Limited Partnership
3.35     Amended  and  Restated Agreement of Limited  Partnership
         of Alsace Village Limited Partnership
3.36     Amended  and  Restated Agreement of Limited  Partnership
         of Seneca Apartments, L.P.
3.37     Amended  and  Restated Agreement of Limited  Partnership
         of Westville Properties, a Limited Partnership
3.38     Amended  and  Restated Agreement of Limited  Partnership
         of Stilwell Properties II, Limited Partnership
3.39     Amended  and  Restated Agreement of Limited  Partnership
         of  Wellsville Senior Housing, L.P.
3.40     Amended  and  Restated Agreement of Limited  Partnership
         of Spring Hill Senior Housing, L.P.
3.41     Amended  and  Restated Agreement of Limited  Partnership
         of Eudora Senior Housing, L.P.
3.42     Amended  and  Restated Agreement of Limited  Partnership
         of Smithfield Greenbriar Limited Partnership
3.43     Amended  and  Restated Agreement of Limited  Partnership
         of  Tarpon  Heights Apartments, A Louisiana  Partnership
         in Commendam
3.44     Amended  and  Restated Agreement of Limited  Partnership
         of   Oaks   Apartments,  A  Louisiana   Partnership   in
         Commendam
3.45     Amended  and  Restated Agreement of Limited  Partnership
         of Countrywood Apartments, Limited
3.46     Amended  and  Restated Agreement of Limited  Partnership
         of Weston Apartments
3.47     Amended  and  Restated Agreement of Limited  Partnership
         of Wildwood Apartments, Limited
3.48     Amended  and  Restated Agreement of Limited  Partnership
         of Hopkins Properties, Limited
3.49     Amended  and  Restated Agreement of Limited  Partnership
         of Hancock Properties, Limited
3.50     Amended  and  Restated Agreement of Limited  Partnership
         of Southwood, L.P.
3.51     Amended  and  Restated Agreement of Limited  Partnership
         of Belmont Senior Apts., Ltd.
3.52     Amended  and  Restated Agreement of Limited  Partnership
         of Elkhart Apts., Ltd.
3.53     Amended  and  Restated Agreement of Limited  Partnership
         of Bryan Senior Village Limited Partnership
3.54     Amended  and  Restated Agreement of Limited  Partnership
         of Brubaker Square Limited Partnership
3.55     Amended  and  Restated Agreement of Limited  Partnership
         of Villa Allegra Limited Partnership
3.56     Amended  and  Restated Agreement of Limited  Partnership
         of Heritage Villas, L.P.
3.57     Amended  and  Restated Agreement of Limited  Partnership
         of  Logansport  Seniors  Apts., a Louisiana  Partnership
         Commendam
3.58     Amended  and  Restated Agreement of Limited  Partnership
         of Wynnwood Common Associates
3.59     Amended  and  Restated Agreement of Limited  Partnership
         of  Piedmont Development Company of Lamar County,  Ltd.,
         (L.P.)
3.60     Amended  and  Restated Agreement of Limited  Partnership
         of Sonora Seniors Apts., Ltd.
3.61     Amended  and  Restated Agreement of Limited  Partnership
         of Fredericksburg Seniors, Ltd.
3.62     Amended  and  Restated Agreement of Limited  Partnership
         of Ozona Seniors, Ltd.
3.63     Amended  and  Restated Agreement of Limited  Partnership
         of Brackettville Seniors, Ltd.
3.64     Amended  and  Restated Agreement of Limited  Partnership
         of Timpson Seniors Apartments, Ltd.
3.65     Amended  and  Restated Agreement of Limited  Partnership
         of Chestnut Apartments Limited Partnership
3.66     Amended  and  Restated Agreement of Limited  Partnership
         of Jasper Villas Apartments Limited Partnership
3.67     Amended  and  Restated Agreement of Limited  Partnership
         of Norton Green Limited Partnership
3.68     Amended  and  Restated Agreement of Limited  Partnership
         of Jonesville Manor Limited Partnership
3.69     Amended  and  Restated Agreement of Limited  Partnership
         of Edmonton Senior, Ltd.
3.70     Amended  and  Restated Agreement of Limited  Partnership
         of Owingsville Senior, Ltd.
3.71     Amended  and  Restated Agreement of Limited  Partnership
         of Courtyard, Ltd.
3.72     Amended  and  Restated Agreement of Limited  Partnership
         of Rural Development Group
3.73     Amended  and  Restated Agreement of Limited  Partnership
         of Williston Properties, A Limited Partnership
3.74     Amended  and  Restated Agreement of Limited  Partnership
         of  St. George Properties, A Limited Partnership
3.75     Amended  and  Restated Agreement of Limited  Partnership
         of   Village   Apartments  of  St.  Joseph  II   Limited
         Partnership
3.76     Amended  and  Restated Agreement of Limited  Partnership
         of  Village Apartments of Effingham Limited Partnership
3.77     Amended  and  Restated Agreement of Limited  Partnership
         of Village Apartments of Seymour II, L.P.
3.78     Amended  and  Restated Agreement of Limited  Partnership
         of Country Place Apartments - Portland II, Ltd.
3.79     Amended  and  Restated Agreement of Limited  Partnership
         of   Country  Place  Apartments  -  Georgetown   Limited
         Partnership
3.80     Amended  and  Restated Agreement of Limited  Partnership
         of South Timber Ridge Apts., Ltd.
3.81     Amended  and  Restated Agreement of Limited  Partnership
         of Cloverdale RRH Assoc.
3.82     Amended  and  Restated Agreement of Limited  Partnership
         of Shannon Apartments Limited Partnership
3.83     Amended  and  Restated Agreement of Limited  Partnership
         of Spruce Apartments Limited Partnership
3.84     Amended  and  Restated Agreement of Limited  Partnership
         of Carthage Senior, L.P.
3.85     Amended  and  Restated Agreement of Limited  Partnership
         of Ehrhardt Place Limited Partnership
3.86     Amended  and  Restated Agreement of Limited  Partnership
         of   Country  Place  Apartments  -  Coal  City,  Limited
         Partnership
5.1O     Opinion  regarding legality of Honigman Miller  Schwartz
         and Cohn
5.1.1    Opinion  regarding legality of Riden, Earle  &  Kiefner,
         PA
8.1      Tax  opinion and consent of Honigman Miller  Schwartz
         and Cohn
8.1.1    Tax opinion and consent of Riden, Earle & Kiefner, PA
24.1     The consent of Spence, Marston & Bunch
24.2     The  consent  of  Spence,  Marston,  Bunch,  Morris  Co.
         appears on page II-7
24.3     The consent of Goddard, Henderson, Godbee & Nichols,  PC
         with  respect to the financial statements of  Lake  Park
         Apartments, Ltd.
24.4     The consent of Goddard, Henderson, Godbee & Nichols,  PC
         with  respect  to the financial statements  of  Richland
         Elderly Housing, Ltd.
24.5     The consent of Goddard, Henderson, Godbee & Nichols,  PC
         with  respect  to  the financial statements  of  Pearson
         Elderly Housing, Ltd.
24.6     The consent of Goddard, Henderson, Godbee & Nichols,  PC
         with respect to Mt. Vernon Elderly Housing, Ltd.
24.7     The consent of Goddard, Henderson, Godbee & Nichols,  PC
         with  respect  to the financial statements  of  Woodland
         Terrace Apartments, Ltd.
24.8     The consent of Goddard, Henderson, Godbee & Nichols,  PC
         with  respect  to the financial statements  of  Lakeland
         Elderly Housing, Ltd.
24.9     The  consent  of  Grana & Teibel,  PC  with  respect  to
         Lewiston LP
24.10    The  consent of Beall & Company with respect  to  Nowata
         Properties
24.11    The  consent of Beall & Company with respect to Sallisaw
         Properties
24.12    The  consent of Beall & Company with respect  to  Poteau
         Properties II
24.13    The   consent  of  Beall  &  Company  with  respect   to
         Charleston Properties
24.14    The  consent of Beall & Company with respect  to  Roland
         Properties II
24.15    The  consent of Beall & Company with respect to Stilwell
         Properties
24.16    The consent of Donald W. Causey, CPA, PC
24.17    The consent of Charles Bailly & Company, CPA
24.18    The  consent of Honigman Miller Schwartz and Cohn to all
         references made to them in the Prospectus included as  a
         part  of  the  Registration  Statement  of  Gateway  Tax
         Credit Fund II Ltd., and all amendments thereto
24.18.1  The  consent  of  Riden, Earle, &  Kiefner,  PA  to  all
         references made to them in the Prospectus included as  a
         part  of  the  Registration  Statement  of  Gateway  Tax
         Credit  Fund  II  Ltd.,  and all amendments  thereto  is
         included in Exhibit 8.1.1.
28.1     Table  VI  (Acquisition  of Properties  by  Program)  of
         Appendix   II  to  Industry  Guide  5,  Preparation   of
         Registration  Statements Relating to Interests  in  Real
         Estate Limited Partnerships

b. Reports filed on Form 8-K - NONE


GATEWAY TAX CREDIT FUND II LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1999

SERIES 2
Apartment Properties
                                                          Mortgage Loan
Partnership            Location             # of Units       Balance
-----------            --------             ----------    -------------

Claxton Elderly        Claxton, GA                  24             $658,399
Deerfield II           Douglas, GA                  24              702,204
Hartwell Family        Hartwell, GA                 24              705,645
Cherrytree Apts.       Albion, PA                   33            1,200,104
Springwood Apts.       Westfield, NY                32            1,253,429
Lakeshore Apts.        Tuskegee, AL                 34            1,054,130
Lewiston               Lewiston, NY                 25            1,000,125
Charleston             Charleston, AR               32              843,643
Sallisaw II            Sallisaw, OK                 47            1,197,584
Pocola                 Pocola, OK                   36              987,699
Inverness Club         Inverness, FL                72            2,987,500
Pearson Elderly        Pearson, GA                  25              631,782
Richland Elderly       Richland, GA                 33              867,847
Lake Park              Lake Park, GA                48            1,486,060
Woodland Terrace       Waynesboro, GA               30              887,899
Mt. Vernon Elderly     Mt. Vernon, GA               21              574,342
Lakeland Elderly       Lakeland, GA                 29              781,646
Prairie Apartments     Eagle Butte, SD              21              976,212
Sylacauga Heritage     Sylacauga, AL                44            1,386,061
Manchester Housing     Manchester, GA               49            1,457,705
Durango C.W.W.         Durango, CO                  24            1,033,652
Columbus Sr.           Columbus, KS                 16              437,160
                                                               ------------
                                                                $23,110,828
                                                               ============


GATEWAY TAX CREDIT FUND II LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1999

SERIES 2
Apartment Properties
                              Cost At Acquisition
                             --------------------
                                                          Net Improvements
                                         Buildings,         Capitalized
                                        Improvements       Subsequent to
Partnership                Land         and Equipment       Acquisition
-----------                ----         -------------     ----------------

Claxton Elderly           $   33,400         $   766,138        $         0
Deerfield II                  33,600             820,962                  0
Hartwell Family               22,700             836,998                  0
Cherrytree Apts.              62,000           1,376,297              1,339
Springwood Apts.              21,500           1,451,283             38,917
Lakeshore Apts.               28,600           1,238,749                194
Lewiston                      38,400           1,178,185             17,350
Charleston                    16,000           1,060,098                  0
Sallisaw II                   37,500           1,480,089                  0
Pocola                        22,500           1,223,370                  0
Inverness Club               205,500           3,111,565            179,759
Pearson Elderly               15,000             767,590            (1,130)
Richland Elderly              31,500           1,027,512            (1,141)
Lake Park                     88,000           1,710,725            (4,183)
Woodland Terrace              36,400           1,047,107            (3,816)
Mt. Vernon Elderly            21,750             680,437            (1,252)
Lakeland Elderly              28,000             930,574            (2,759)
Prairie Apartments            66,500           1,150,214             42,181
Sylacauga Heritage            66,080           1,648,081             47,691
Manchester Housing            36,000           1,746,076              (775)
Durango C.W.W.               140,250           1,123,454             29,466
Columbus Sr.                  64,373             444,257              6,603
                         -----------        ------------       ------------
                          $1,115,553         $26,819,761           $348,444
                         ===========        ============       ============


GATEWAY TAX CREDIT FUND II LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1999


SERIES 2
Apartment Properties
                        Gross Amount At Which Carried At December 31, 1999
                                       --------------------
                                         Buildings,
                                        Improvements
Partnership                Land         and Equipment          Total
-----------                ----         -------------          -----

Claxton Elderly          $    33,400     $       766,138      $     799,538
Deerfield II                  33,600             820,962            854,562
Hartwell Family               22,700             836,998            859,698
Cherrytree Apts.              62,000           1,377,636          1,439,636
Springwood Apts.              22,845           1,488,855          1,511,700
Lakeshore Apts.               28,600           1,238,943          1,267,543
Lewiston                      38,400           1,195,535          1,233,935
Charleston                    16,000           1,060,098          1,076,098
Sallisaw II                   37,500           1,480,089          1,517,589
Pocola                        22,500           1,223,370          1,245,870
Inverness Club               205,500           3,291,324          3,496,824
Pearson Elderly               15,000             766,460            781,460
Richland Elderly              31,500           1,026,371          1,057,871
Lake Park                     88,000           1,706,542          1,794,542
Woodland Terrace              36,400           1,043,291          1,079,691
Mt. Vernon Elderly            21,750             679,185            700,935
Lakeland Elderly              28,000             927,815            955,815
Prairie Apartments            81,240           1,177,655          1,258,895
Sylacauga Heritage            66,080           1,695,772          1,761,852
Manchester Housing            36,000           1,745,301          1,781,301
Durango C.W.W.               140,250           1,152,920          1,293,170
Columbus Sr.                  68,273             446,960            515,233
                         -----------        ------------       ------------
                          $1,135,538         $27,148,220        $28,283,758
                         ===========        ============       ============

GATEWAY TAX CREDIT FUND II LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1999

SERIES 2
Apartment Properties

Partnership              Accumulated Depreciation      Depreciable Life
-----------              ------------------------      ----------------

Claxton Elderly                        $  267,233           5-27.5
Deerfield II                              286,442           5-27.5
Hartwell Family                           294,444           5-27.5
Cherrytree Apts.                          333,810           5-27.5
Springwood Apts.                          383,546            5-40
Lakeshore Apts.                           322,626            5-40
Lewiston                                  277,370            5-40
Charleston                                420,971            5-25
Sallisaw II                               569,635            5-25
Pocola                                    432,129           5-27.5
Inverness Club                          1,070,935           5-27.5
Pearson Elderly                           244,749            5-30
Richland Elderly                          321,511            5-30
Lake Park                                 573,982            5-30
Woodland Terrace                          331,020            5-30
Mt. Vernon Elderly                        217,397            5-30
Lakeland Elderly                          292,001            5-30
Prairie Apartments                        330,501            5-40
Sylacauga Heritage                        430,863            5-40
Manchester Housing                        535,840            5-30
Durango C.W.W.                            279,706            5-40
Columbus Sr.                              177,735           5-27.5
                                      -----------
                                       $8,394,446
                                      ===========

GATEWAY TAX CREDIT FUND II LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1999

SERIES 3
Apartment Properties
                                                          Mortgage Loan
Partnership            Location             # of Units       Balance
-----------            --------             ----------    -------------

Poteau II              Poteau, OK                   52         $  1,304,781
Sallisaw               Sallisaw, OK                 52            1,313,010
Nowata Properties      Oolagah, OK                  32              857,609
Waldron Properties     Waldron, AR                  24              640,546
Roland II              Roland, OK                   52            1,312,034
Stilwell               Stilwell, OK                 48            1,194,239
Birchwood Apts.        Pierre, SD                   24              789,139
Hornellsville          Arkport, NY                  24              895,816
Sunchase II            Watertown, SD                41            1,194,493
CE McKinley II         Rising Sun, MD               16              621,854
Weston Apartments      Weston, AL                   10              274,980
Countrywood Apts.      Centreville, AL              40            1,201,437
Wildwood Apts.         Pineville, LA                28              850,068
Hancock                Hawesville, KY               12              367,687
Hopkins                Madisonville, KY             24              750,331
Elkhart Apts.          Elkhart, TX                  54            1,147,291
Bryan Senior           Bryan, OH                    40            1,082,758
Brubaker Square        New Carlisle, OH             38            1,117,911
Southwood              Savannah, TN                 44            1,488,075
Villa Allegra          Celina, OH                   32              901,120
Belmont Senior         Cynthiana, KY                24              765,894
Heritage Villas        Helena, GA                   25              678,611
Logansport Seniors     Logansport, LA               32              898,465
                                                               ------------
                                                                $21,648,149
                                                               ============


GATEWAY TAX CREDIT FUND II LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1999

SERIES 3
Apartment Properties
                              Cost At Acquisition
                             --------------------
                                                          Net Improvements
                                         Buildings,         Capitalized
                                        Improvements       Subsequent to
Partnership                Land         and Equipment       Acquisition
-----------                ----         -------------     ----------------

Poteau II                 $   76,827         $ 1,712,321        $         0
Sallisaw                      70,000           1,674,103                  0
Nowata Properties             45,500           1,102,984                  0
Waldron Properties            26,000             834,273                  0
Roland II                     70,000           1,734,010                  0
Stilwell                      37,500           1,560,201                  0
Birchwood Apts.              116,740             885,923             62,642
Hornellsville                 41,225           1,018,523             40,422
Sunchase II                  113,115           1,198,373             36,110
CE McKinley II                11,762             745,635             61,427
Weston Apartments                  0             339,144                805
Countrywood Apts.             55,750           1,447,439             16,575
Wildwood Apts.                48,000           1,018,897             17,428
Hancock                       20,700             419,725                  0
Hopkins                       43,581             885,087            (1,412)
Elkhart Apts.                 35,985           1,361,096            166,804
Bryan Senior                  74,000           1,102,728             10,386
Brubaker Square               75,000           1,376,075              6,593
Southwood                     15,000           1,769,334              7,958
Villa Allegra                 35,000           1,097,214              7,102
Belmont Senior                43,600             891,543                  0
Heritage Villas               21,840             801,128              1,791
Logansport Seniors            27,621           1,058,773                  0
                         -----------        ------------       ------------
                          $1,104,746         $26,034,529           $434,631
                         ===========        ============       ============


GATEWAY TAX CREDIT FUND II LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1999


SERIES 3
Apartment Properties
                        Gross Amount At Which Carried At December 31, 1999
                                       --------------------
                                         Buildings,
                                        Improvements
Partnership                Land         and Equipment          Total
-----------                ----         -------------          -----

Poteau II                 $   76,827       $   1,712,321      $   1,789,148
Sallisaw                      70,000           1,674,103          1,744,103
Nowata Properties             45,500           1,102,984          1,148,484
Waldron Properties            26,000             834,273            860,273
Roland II                     70,000           1,734,010          1,804,010
Stilwell                      37,500           1,560,201          1,597,701
Birchwood Apts.              124,505             940,800          1,065,305
Hornellsville                 41,225           1,058,945          1,100,170
Sunchase II                  113,115           1,234,483          1,347,598
CE McKinley II               140,765             678,059            818,824
Weston Apartments                  0             339,949            339,949
Countrywood Apts.             55,750           1,464,014          1,519,764
Wildwood Apts.                48,000           1,036,325          1,084,325
Hancock                       20,700             419,725            440,425
Hopkins                       43,581             883,675            927,256
Elkhart Apts.                159,682           1,404,203          1,563,885
Bryan Senior                  74,000           1,113,114          1,187,114
Brubaker Square               75,000           1,382,668          1,457,668
Southwood                     15,000           1,777,292          1,792,292
Villa Allegra                 35,000           1,104,316          1,139,316
Belmont Senior                43,600             891,543            935,143
Heritage Villas               21,840             802,919            824,759
Logansport Seniors            27,621           1,058,773          1,086,394
                         -----------        ------------       ------------
                          $1,365,211         $26,208,695        $27,573,906
                         ===========        ============       ============

GATEWAY TAX CREDIT FUND II LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1999

SERIES 3

Partnership              Accumulated Depreciation      Depreciable Life
-----------              ------------------------      ----------------

Poteau II                           $     813,839            5-25
Sallisaw                                  766,073            5-25
Nowata Properties                         496,078            5-25
Waldron Properties                        374,530            5-25
Roland II                                 818,859            5-25
Stilwell                                  727,943            5-25
Birchwood Apts.                           305,470            5-40
Hornellsville                             445,162           5-27.5
Sunchase II                               430,653            5-40
CE McKinley II                            334,073           5-27.5
Weston Apartments                         150,265           5-27.5
Countrywood Apts.                         627,890           5-27.5
Wildwood Apts.                            383,082            5-30
Hancock                                   145,390           5-27.5
Hopkins                                   306,101           5-27.5
Elkhart Apts.                             582,476            5-25
Bryan Senior                              521,522           5-27.5
Brubaker Square                           576,147           5-27.5
Southwood                                 640,098            5-50
Villa Allegra                             479,622           5-27.5
Belmont Senior                            223,630            5-40
Heritage Villas                           261,144            5-30
Logansport Seniors                        237,027            5-40
                                      -----------
                                      $10,647,074
                                      ===========

GATEWAY TAX CREDIT FUND II LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1999

SERIES 4
Apartment Properties
                                                          Mortgage Loan
Partnership         Location               # of Units        Balance
-----------         --------               ----------     -------------
Alsace Village      Soda Springs, ID               24          $    638,011
Seneca Apartments   Seneca, MO                     24               609,129
Eudora Senior       Eudora, KS                     36               959,657
Westville           Westville, OK                  36               860,233
Wellsville Senior   Wellsville, KS                 24               648,477
Stilwell II         Stilwell, OK                   52             1,290,349
Spring Hill Senior  Spring Hill, KS                24               697,966
Smithfield          Smithfield, UT                 40             1,540,747
Tarpon Heights      Galliano, LA                   48             1,245,093
Oaks Apartments     Oakdale, LA                    32               838,638
Wynnwood Common     Fairchance, PA                 34             1,372,440
Chestnut Apartments Howard, SD                     24               856,321
St. George          St. George, SC                 24               755,305
Williston           Williston, SC                  24               799,056
Brackettville Sr.   Brackettville, TX              32               822,655
Sonora Seniors      Sonora, TX                     32               844,215
Ozona Seniors       Ozona, TX                      24               632,131
Fredericksburg Sr.  Fredericksburg,TX              48             1,205,650
St. Joseph          St. Joseph, IL                 24               828,814
Courtyard           Huron, SD                      21               712,025
Rural Development   Ashland, ME                    25             1,207,350
Jasper Villas       Jasper, AR                     25               860,347
Edmonton Senior     Edmonton, KY                   24               756,903
Jonesville Manor    Jonesville, VA                 40             1,352,639
Norton Green        Norton, VA                     40             1,343,385
Owingsville Senior  Owingsville, KY                22               707,154
Timpson Seniors     Timpson, TX                    28               673,911
Piedmont            Barnesville, GA                36             1,045,543
S.F. Arkansas City   Arkansas City, KS             12               340,621
                                                               ------------
                                                                $26,444,765
                                                               ============


GATEWAY TAX CREDIT FUND II LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1999

SERIES 4
Apartment Properties
                              Cost At Acquisition
                             --------------------
                                                          Net Improvements
                                         Buildings,         Capitalized
                                        Improvements       Subsequent to
Partnership                Land         and Equipment       Acquisition
-----------                ----         -------------     ----------------

Alsace Village             $  15,000         $   771,590        $    20,697
Seneca Apartments             76,212             640,702             11,823
Eudora Senior                 50,000           1,207,482                  0
Westville                     27,560           1,074,126                  0
Wellsville Senior             38,000             772,971                (1)
Stilwell II                   30,000           1,627,974                  0
Spring Hill Senior            49,800             986,569                  0
Smithfield                    82,500           1,698,213             60,422
Tarpon Heights                85,000           1,408,434                  0
Oaks Apartments               42,000             989,522                987
Wynnwood Common               68,000           1,578,814             32,204
Chestnut Apartments           57,200             977,493             22,622
St. George                    22,600             915,400              2,861
Williston                     25,000             959,345             18,255
Brackettville Sr.             28,600             963,366                  0
Sonora Seniors                51,000             962,315                  0
Ozona Seniors                 40,000             719,843                  0
Fredericksburg Sr.            45,000           1,357,563                  0
St. Joseph                    28,000             940,580              7,873
Courtyard                     24,500             810,110             14,016
Rural Development             38,200           1,361,892             22,390
Jasper Villas                 27,000           1,067,890              6,627
Edmonton Senior               40,000             866,714                  0
Jonesville Manor             100,000           1,578,135             45,649
Norton Green                 120,000           1,535,373             42,361
Owingsville Senior            28,000             820,044                  0
Timpson Seniors               13,500             802,416                  0
Piedmont                      29,500           1,259,547                  0
S.F. Arkansas City            16,800             395,228                  0
                         -----------        ------------       ------------
                          $1,298,972         $31,049,651           $308,786
                         ===========        ============       ============


GATEWAY TAX CREDIT FUND II LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1999


SERIES 4
Apartment Properties
                        Gross Amount At Which Carried At December 31, 1999
                                       --------------------
                                         Buildings,
                                        Improvements
Partnership                Land         and Equipment          Total
-----------                ----         -------------          -----

Alsace Village             $  15,000        $    792,287       $    807,287
Seneca Apartments             76,212             652,525            728,737
Eudora Senior                 50,000           1,207,482          1,257,482
Westville                     27,560           1,074,126          1,101,686
Wellsville Senior             38,000             772,970            810,970
Stilwell II                   30,000           1,627,974          1,657,974
Spring Hill Senior            49,800             986,569          1,036,369
Smithfield                    86,862           1,754,273          1,841,135
Tarpon Heights                85,000           1,408,434          1,493,434
Oaks Apartments               42,000             990,509          1,032,509
Wynnwood Common               81,233           1,597,785          1,679,018
Chestnut Apartments           63,800             993,515          1,057,315
St. George                    22,600             918,261            940,861
Williston                     25,000             977,600          1,002,600
Brackettville Sr.             28,600             963,366            991,966
Sonora Seniors                51,000             962,315          1,013,315
Ozona Seniors                 40,000             719,843            759,843
Fredericksburg Sr.            45,000           1,357,563          1,402,563
St. Joseph                    28,000             948,453            976,453
Courtyard                     27,055             821,571            848,626
Rural Development             38,200           1,384,282          1,422,482
Jasper Villas                 27,000           1,074,517          1,101,517
Edmonton Senior               40,000             866,714            906,714
Jonesville Manor             100,000           1,623,784          1,723,784
Norton Green                 120,000           1,577,734          1,697,734
Owingsville Senior            28,000             820,044            848,044
Timpson Seniors               13,500             802,416            815,916
Piedmont                      29,500           1,259,547          1,289,047
S.F. Arkansas City            16,800             395,228            412,028
                         -----------        ------------       ------------
                          $1,325,722         $31,331,687        $32,657,409
                         ===========        ============       ============

GATEWAY TAX CREDIT FUND II LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1999

SERIES 4
Apartment Properties

Partnership              Accumulated Depreciation      Depreciable Life
-----------              ------------------------      ----------------

Alsace Village                      $     286,237           5-27.5
Seneca Apartments                         297,289           5-27.5
Eudora Senior                             416,415           5-27.5
Westville                                 377,691           5-27.5
Wellsville Senior                         277,369            5-25
Stilwell II                               573,321           5-27.5
Spring Hill Senior                        383,920            5-25
Smithfield                                393,025            5-40
Tarpon Heights                            317,809            5-40
Oaks Apartments                           225,338            5-40
Wynnwood Common                           393,408            5-40
Chestnut Apartments                       284,310            5-40
St. George                                348,504           5-27.5
Williston                                 354,050           5-27.5
Brackettville Sr.                         202,254            5-40
Sonora Seniors                            214,173            5-40
Ozona Seniors                             154,783            5-40
Fredericksburg Sr.                        296,766            5-40
St. Joseph                                325,844           5-27.5
Courtyard                                 259,964           5-27.5
Rural Development                         504,853           5-27.5
Jasper Villas                             263,866            5-40
Edmonton Senior                           212,964            5-40
Jonesville Manor                          560,249           5-27.5
Norton Green                              575,714           5-27.5
Owingsville Senior                        198,889            5-40
Timpson Seniors                           199,570            5-40
Piedmont                                  287,749           5-27.5
S.F. Arkansas City                        137,074           5-27.5
                                      -----------
                                       $9,323,398
                                      ===========

GATEWAY TAX CREDIT FUND II LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1999

SERIES 5
Apartment Properties
                                                          Mortgage Loan
Partnership           Location             # of Units        Balance
-----------           --------             ----------     -------------

Seymour               Seymour, IN                  37        $    1,242,176
Effingham             Effingham, IL                24               804,879
S.F. Winfield         Winfield, KS                 12               331,752
S.F.Medicine Lodge    Medicine Lodge,KS            16               453,502
S.F. Ottawa           Ottawa, KS                   24               571,174
S.F. Concordia        Concordia, KS                20               554,433
Highland View         Elgin, OR                    24               715,356
Carrollton Club       Carrollton, GA               78             2,687,720
Scarlett Oaks         Lexington, SC                40             1,391,459
Brooks Hill           Ellijay, GA                  44             1,463,800
Greensboro            Greensboro, GA               24               734,566
Greensboro II         Greensboro, GA               33               906,705
Pine Terrace          Wrightsville, GA             25               728,139
Shellman              Shellman, GA                 27               740,578
Blackshear            Cordele, GA                  46             1,321,931
Crisp Properties      Cordele, GA                  31               933,378
Crawford              Crawford, GA                 25               746,124
Yorkshire             Wagoner, OK                  60             2,088,212
Woodcrest             South Boston, VA             40             1,294,879
Fox Ridge             Russellville, AL             24               737,190
Redmont II            Red Bay, AL                  24               695,942
Clayton               Clayton, OK                  24               670,236
Alma                  Alma, AR                     24               734,404
Pemberton Village     Hiawatha, KS                 24               638,787
Magic Circle          Eureka, KS                   24               654,768
Spring Hill           Spring Hill, KS              36             1,129,557
Menard Retirement     Menard, TX                   24               629,043
Wallis Housing        Wallis, TX                   24               439,300
Zapata Housing        Zapata, TX                   40               981,372
Mill Creek            Grove, OK                    60             1,436,512
Portland II           Portland, IN                 20               584,222
Georgetown            Georgetown, OH               24               742,385
Cloverdale            Chandler, TX                 24               759,292
S. Timber Ridge       Cloverdale, IN               44             1,065,677
Pineville             Pineville, MO                12               320,553
Ravenwood             Americus, GA                 24               728,601
                                                               ------------
                                                                $32,658,604
                                                               ============


GATEWAY TAX CREDIT FUND II LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1999

SERIES 5
Apartment Properties
                              Cost At Acquisition
                             --------------------
                                                          Net Improvements
                                         Buildings,         Capitalized
                                        Improvements       Subsequent to
Partnership                Land         and Equipment       Acquisition
-----------                ----         -------------     ----------------

Seymour                   $   59,500         $ 1,452,557      $       6,384
Effingham                     38,500             940,327              1,790
S.F. Winfield                 18,000             382,920                  0
S.F.Medicine Lodge            21,600             542,959                  0
S.F. Ottawa                   25,200             687,929            (5,680)
S.F. Concordia                28,000             658,961                  1
Highland View                 16,220             830,471             41,599
Carrollton Club              248,067             722,560          2,247,274
Scarlett Oaks                 44,475             992,158            639,341
Brooks Hill                        0             214,335          1,536,354
Greensboro                    15,930              61,495            788,834
Greensboro II                 21,330              92,063            975,271
Pine Terrace                  14,700             196,071            674,415
Shellman                      13,500             512,531            375,617
Blackshear                    60,000             413,143          1,120,519
Crisp Properties              48,000             578,709            501,285
Crawford                      16,600             187,812            703,300
Yorkshire                    100,000           2,212,045            241,109
Woodcrest                     70,000             842,335            662,441
Fox Ridge                     39,781             848,996              1,164
Redmont II                    25,000             814,432              1,164
Clayton                       35,600             835,930                  0
Alma                          45,000             912,710                  0
Pemberton Village             12,020             767,228           (12,269)
Magic Circle                  22,660             749,504             23,963
Spring Hill                   70,868           1,318,926             59,584
Menard Retirement             21,000             721,251             18,601
Wallis Housing                13,900             553,230             11,324
Zapata Housing                44,000           1,120,538             73,867
Mill Creek                    28,000             414,429          1,299,240
Portland II                   43,102             410,683            292,312
Georgetown                         0             149,483            782,059
Cloverdale                    40,000             583,115            323,173
S. Timber Ridge               43,705           1,233,570             20,000
Pineville                     59,661             328,468              8,956
Ravenwood                     14,300             873,596           13,100
                         -----------        ------------       ------------
                          $1,418,219         $25,157,470        $13,426,092
                         ===========        ============       ============


GATEWAY TAX CREDIT FUND II LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1999


SERIES 5
Apartment Properties
                        Gross Amount At Which Carried At December 31, 1999
                                       --------------------
                                         Buildings,
                                        Improvements
Partnership                Land         and Equipment          Total
-----------                ----         -------------          -----

Seymour                  $    59,500       $   1,458,941      $   1,518,441
Effingham                     38,500             942,117            980,617
S.F. Winfield                 18,000             382,920            400,920
S.F.Medicine Lodge            21,600             542,959            564,559
S.F. Ottawa                   25,200             682,249            707,449
S.F. Concordia                28,000             658,962            686,962
Highland View                 16,220             872,070            888,290
Carrollton Club              248,068           2,969,833          3,217,901
Scarlett Oaks                 44,475           1,631,499          1,675,974
Brooks Hill                   77,500           1,673,189          1,750,689
Greensboro                    15,930             850,329            866,259
Greensboro II                 16,845           1,071,819          1,088,664
Pine Terrace                  14,700             870,486            885,186
Shellman                      13,500             888,148            901,648
Blackshear                    60,000           1,533,662          1,593,662
Crisp Properties              48,000           1,079,994          1,127,994
Crawford                      16,600             891,112            907,712
Yorkshire                    100,788           2,452,366          2,553,154
Woodcrest                     70,000           1,504,776          1,574,776
Fox Ridge                     39,781             850,160            889,941
Redmont II                    25,000             815,596            840,596
Clayton                       35,600             835,930            871,530
Alma                          45,000             912,710            957,710
Pemberton Village             12,020             754,959            766,979
Magic Circle                  22,660             773,467            796,127
Spring Hill                   70,868           1,378,510          1,449,378
Menard Retirement             21,000             739,852            760,852
Wallis Housing                13,900             564,554            578,454
Zapata Housing                46,323           1,192,082          1,238,405
Mill Creek                    28,000           1,713,669          1,741,669
Portland II                   15,000             731,097            746,097
Georgetown                    50,393             881,149            931,542
Cloverdale                    40,000             906,288            946,288
S. Timber Ridge               50,123           1,247,152          1,297,275
Pineville                     59,661             337,424            397,085
Ravenwood                     14,300             886,696            900,996
                         -----------        ------------       ------------
                          $1,523,055         $38,478,726        $40,001,781
                         ===========        ============       ============

GATEWAY TAX CREDIT FUND II LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1999

SERIES 5

Partnership              Accumulated Depreciation      Depreciable Life
-----------              ------------------------      ----------------

Seymour                              $    486,270           5-27.5
Effingham                                 308,961           5-27.5
S.F. Winfield                             134,029           5-27.5
S.F.Medicine Lodge                        172,634           5-27.5
S.F. Ottawa                               238,380           5-27.5
S.F. Concordia                            227,664           5-27.5
Highland View                             193,946            5-40
Carrollton Club                           834,448           5-27.5
Scarlett Oaks                             472,113           5-27.5
Brooks Hill                               442,839           5-27.5
Greensboro                                219,904            5-30
Greensboro II                             277,235            5-30
Pine Terrace                              233,912            5-30
Shellman                                  252,567            5-30
Blackshear                                411,166            5-30
Crisp Properties                          300,101            5-30
Crawford                                  243,572            5-30
Yorkshire                                 455,798            5-50
Woodcrest                                 344,756            5-40
Fox Ridge                                 182,509            5-50
Redmont II                                178,498            5-50
Clayton                                   273,050           5-27.5
Alma                                      326,872            5-25
Pemberton Village                         252,310           5-27.5
Magic Circle                              252,915           5-27.5
Spring Hill                               469,013            5-25
Menard Retirement                         128,900            5-30
Wallis Housing                            167,458            5-30
Zapata Housing                            278,375           5-27.5
Mill Creek                                589,901            5-25
Portland II                               192,145           5-27.5
Georgetown                                212,130            5-50
Cloverdale                                319,841           5-27.5
S. Timber Ridge                           429,260            5-25
Pineville                                 138,194           5-27.5
Ravenwood                                 124,159           5-27.5
                                      -----------
                                      $10,765,825
                                      ===========

GATEWAY TAX CREDIT FUND II LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1999

SERIES 6
Apartment Properties
                                                           Mortgage Loan
Partnership           Location               # of Units       Balance
-----------           --------               ----------    -------------

Spruce                Pierre, SD                     24       $     916,105
Shannon Apartments    O'Neill, NE                    16             536,300
Carthage              Carthage, MO                   24             576,531
Mt. Crest             Enterprise, OR                 39           1,006,198
Coal City             Coal City, IL                  24             981,597
Blacksburg Terrace    Blacksburg, SC                 32           1,088,716
Frazier               Smyrna, DE                     30           1,476,705
Ehrhardt              Ehrhardt, SC                   16             564,070
Sinton                Sinton, TX                     32             853,822
Frankston             Frankston, TX                  24             561,503
Flagler Beach         Flagler Beach, FL              43           1,388,177
Oak Ridge             Williamsburg, KY               24             815,427
Monett                Monett, MO                     32             789,962
Arma                  Arma, KS                       28             719,769
Southwest City        Southwest City, MO             12             319,816
Meadowcrest           Luverne, AL                    32           1,009,676
Parsons               Parsons, KS                    48           1,265,490
Newport Village       Newport, TN                    40           1,307,795
Goodwater Falls       Jenkins, KY                    36           1,137,436
Northfield Station    Corbin, KY                     24             802,716
Pleasant Hill Square  Somerset, KY                   24             792,131
Winter Park           Mitchell, SD                   24           1,005,519
Cornell               Watertown, SD                  24             873,234
Heritage Drive S.     Jacksonville, TX               40             985,478
Brodhead              Brodhead, KY                   24             791,030
Mt. Vilage            Mt. Vernon, KY                 24             786,587
Hazelhurst            Hazlehurst, MS                 32             981,160
Sunrise               Yankton, SD                    33           1,163,698
Stony Creek           Hooversville, PA               32           1,349,309
Logan Place           Logan, OH                      40           1,257,318
Haines                Haines, AK                     32           2,392,562
Maple Wood            Barbourville, KY               24             800,735
Summerhill            Gassville, AR                  28             800,065
Dorchester            St. George, SC                 12             465,822
Lancaster             Mountain View, AR              33           1,124,000
Autumn Village        Harrison, AR                   16             242,165
Hardy                 Hardy, AR                      24             365,654
Dawson                Dawson, GA                     40           1,192,834
                                                               ------------
                                                                $35,487,112
                                                               ============


GATEWAY TAX CREDIT FUND II LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1999

SERIES 6
Apartment Properties
                              Cost At Acquisition
                              --------------------
                                                          Net Improvements
                                          Buildings,         Capitalized
                                         Improvements       Subsequent to
Partnership                 Land        and Equipment        Acquisition
-----------                 ----        -------------     ----------------

Spruce                      $  60,040        $   108,772       $    963,894
Shannon Apartments              5,000             94,494            566,033
Carthage                      115,814            578,597             29,199
Mt. Crest                      64,914          1,143,675             30,285
Coal City                      60,055          1,121,477             40,373
Blacksburg Terrace             39,930          1,278,860              4,280
Frazier                        51,665          1,619,209              4,615
Ehrhardt                        9,020            671,750              5,006
Sinton                         42,103            985,010             25,946
Frankston                      30,000            639,068              5,913
Flagler Beach                 118,575          1,534,541                  0
Oak Ridge                      40,000            995,782              2,184
Monett                        170,229            782,795              9,280
Arma                           85,512            771,316             19,778
Southwest City                 67,303            319,272              2,791
Meadowcrest                    72,500          1,130,651                587
Parsons                        49,780          1,483,188                  0
Newport Village                61,350          1,470,505             81,869
Goodwater Falls                32,000          1,142,517            218,846
Northfield Station             44,250            977,220              1,091
Pleasant Hill Square           35,000            893,323             26,487
Winter Park                    95,000          1,121,119             41,283
Cornell                        32,000          1,017,572             34,686
Heritage Drive S.              44,247          1,151,157             11,706
Brodhead                       21,600            932,468              5,466
Mt. Vilage                     55,000            884,596              3,562
Hazelhurst                     60,000          1,118,734              3,606
Sunrise                        90,000          1,269,252             55,494
Stony Creek                         0          1,428,656            220,627
Logan Place                    39,300          1,477,527              6,945
Haines                        189,323          2,851,953            (6,158)
Maple Wood                     79,000            924,144              4,600
Summerhill                     23,000            788,157             31,044
Dorchester                     13,000            239,455            309,817
Lancaster                      37,500          1,361,272           (15,951)
Autumn Village                 20,000            595,604                  0
Hardy                               0            473,695            462,819
Dawson                         40,000            346,569          1,088,404
                          -----------       ------------       ------------
                           $2,094,010        $37,723,952         $4,296,407
                          ===========       ============       ============


GATEWAY TAX CREDIT FUND II LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1999


SERIES 6
Apartment Properties
                        Gross Amount At Which Carried At December 31, 1999
                                       --------------------
                                         Buildings,
                                        Improvements
Partnership                Land         and Equipment          Total
-----------                ----         -------------          -----

Spruce                   $    86,308       $   1,046,398       $  1,132,706
Shannon Apartments            18,406             647,121            665,527
Carthage                     115,814             607,796            723,610
Mt. Crest                     64,914           1,173,960          1,238,874
Coal City                     60,055           1,161,850          1,221,905
Blacksburg Terrace            39,930           1,283,140          1,323,070
Frazier                       51,665           1,623,824          1,675,489
Ehrhardt                       9,020             676,756            685,776
Sinton                        42,103           1,010,956          1,053,059
Frankston                     30,000             644,981            674,981
Flagler Beach                118,575           1,534,541          1,653,116
Oak Ridge                     40,000             997,966          1,037,966
Monett                       170,229             792,075            962,304
Arma                          89,512             787,094            876,606
Southwest City                67,303             322,063            389,366
Meadowcrest                   72,500           1,131,238          1,203,738
Parsons                       49,780           1,483,188          1,532,968
Newport Village               61,350           1,552,374          1,613,724
Goodwater Falls               32,000           1,361,363          1,393,363
Northfield Station            44,250             978,311          1,022,561
Pleasant Hill Square          35,000             919,810            954,810
Winter Park                   95,000           1,162,402          1,257,402
Cornell                       35,592           1,048,666          1,084,258
Heritage Drive S.             51,768           1,155,342          1,207,110
Brodhead                      21,600             937,934            959,534
Mt. Vilage                    55,000             888,158            943,158
Hazelhurst                    60,000           1,122,340          1,182,340
Sunrise                      112,363           1,302,383          1,414,746
Stony Creek                  104,800           1,544,483          1,649,283
Logan Place                   39,300           1,484,472          1,523,772
Haines                       189,323           2,845,795          3,035,118
Maple Wood                    79,000             928,744          1,007,744
Summerhill                    23,000             819,201            842,201
Dorchester                    13,000             549,272            562,272
Lancaster                     37,500           1,345,321          1,382,821
Autumn Village                20,000             595,604            615,604
Hardy                         21,250             915,264            936,514
Dawson                        40,000           1,434,973          1,474,973
                         -----------        ------------       ------------
                          $2,297,210         $41,817,159        $44,114,369
                         ===========        ============       ============

GATEWAY TAX CREDIT FUND II LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1999

SERIES 6

Partnership              Accumulated Depreciation      Depreciable Life
-----------              ------------------------      ----------------

Spruce                               $    286,705            5-30
Shannon Apartments                        133,644            5-40
Carthage                                  278,945           5-27.5
Mt. Crest                                 391,876           5-27.5
Coal City                                 243,184           5-27.5
Blacksburg Terrace                        430,515           5-27.5
Frazier                                   526,560           5-27.5
Ehrhardt                                  195,363           5-27.5
Sinton                                    169,374            5-50
Frankston                                 109,434            5-30
Flagler Beach                             330,516            5-40
Oak Ridge                                 296,094           5-27.5
Monett                                    328,240           5-27.5
Arma                                      317,473           5-27.5
Southwest City                            139,254           5-27.5
Meadowcrest                               266,030            5-40
Parsons                                   474,855           5-27.5
Newport Village                           481,201           5-27.5
Goodwater Falls                           294,200           5-27.5
Northfield Station                        213,707           5-27.5
Pleasant Hill Square                      201,062           5-27.5
Winter Park                               300,697            5-40
Cornell                                   216,572            5-40
Heritage Drive S.                         372,551            5-25
Brodhead                                  191,961            5-40
Mt. Vilage                                185,499            5-50
Hazelhurst                                235,596            5-40
Sunrise                                   346,363           5-27.5
Stony Creek                               321,454           5-27.5
Logan Place                               361,949           5-27.5
Haines                                    818,501           5-27.5
Maple Wood                                270,297           5-27.5
Summerhill                                246,781           5-27.5
Dorchester                                149,315           5-27.5
Lancaster                                 284,071            5-40
Autumn Village                            121,676            5-40
Hardy                                     176,833            5-40
Dawson                                    212,489            5-40
                                      -----------
                                      $10,920,837
                                      ===========




SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1999
GATEWAY TAX CREDIT FUND II LTD.
NOTES TO SCHEDULE III


Reconciliation of Land, Building & Improvements current year changes:


SERIES 2
Balance at beginning of period -
December 31, 1998                                              $ 28,278,089
 Additions during period:
  Acquisitions through foreclosure                   0
  Other acquisitions                             5,669
  Improvements, etc.                                 0
  Other                                              0
                                             ---------
                                                                      5,669
 Deductions during period:
  Cost of real estate sold                           0
  Other                                              0
                                             ---------                    0
                                                                  ---------
Balance at end of period -
December 31, 1999                                              $ 28,283,758
                                                               ============
Reconciliation of Accumulated Depreciation current year changes:

Balance at beginning of period -
December 31, 1998                                               $ 7,497,204
  Current year expense                         897,242
  Less Accumulated Depreciation of
real estate sold                                     0
  Other                                              0
                                             ---------              897,242
                                                                 ----------
Balance at end of period -
December 31, 1999                                           $ 8,394,446


<PAGE>
                                                            ===========
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1999
GATEWAY TAX CREDIT FUND II LTD.
NOTES TO SCHEDULE III

Reconciliation of Land, Building & Improvements current year changes:

SERIES 3
Balance at beginning of period -
December 31, 1998                                             $ 27,503,186
 Additions during period:
  Acquisitions through foreclosure                   0
  Other acquisitions                            70,720
  Improvements, etc.                                0
  Other                                             0
                                   --------                         70,720

 Deductions during period:
  Cost of real estate sold                           0
  Other                                              0
                                             ---------                   0
                                                                 ---------
Balance at end of period -
December 31, 1999                                              $27,573,906
                                                           ===========
Reconciliation of Accumulated Depreciation current year changes:

Balance at beginning of period -
December 31, 1998                                              $  9,442,106
  Current year expense                       1,204,964
  Less Accumulated Depreciation of
real estate sold                                     0
  Other                                              4
                                              --------           1,204,968
                                                                ----------
Balance at end of period -
December 31, 1999                                             $ 10,647,074
                                                           ============



SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1999
GATEWAY TAX CREDIT FUND II LTD.
NOTES TO SCHEDULE III

Reconciliation of Land, Building & Improvements current year changes:

SERIES 4
Balance at beginning of period -
December 31, 1998                                             $  32,637,469
 Additions during period:
  Acquisitions through foreclosure                   0
  Other acquisitions                            19,940
  Improvements, etc.                                 0
  Other                                              0
                                             ---------               19,940

 Deductions during period:
  Cost of real estate sold                           0
  Other                                              0
                                             ---------                    0
                                                                  ---------

Balance at end of period -
December 31, 1999                                             $ 32,657,409
                                                             =============
Reconciliation of Accumulated Depreciation current year changes:

Balance at beginning of period -
December 31, 1998                                               $ 8,340,687
  Current year expense                         982,759
  Less Accumulated Depreciation of
real estate sold                                     0
  Other                                           (48)
                                             ---------
                                                              982,711
                                                                ----------
Balance at end of period -
December 31, 1999
                                                            $9,323,398

                                                            ===========



SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1999
GATEWAY TAX CREDIT FUND II LTD.
NOTES TO SCHEDULE III

Reconciliation of Land, Building & Improvements current year changes:

SERIES 5
Balance at beginning of period -
December 31, 1998                                              $ 39,929,547
 Additions during period:
  Acquisitions through foreclosure                   0
  Other acquisitions                            73,794
  Improvements, etc.                                 0
  Other                                              0
                                             ---------
                                                                     73,794
 Deductions during period:
  Cost of real estate sold                       1,560
  Other                                              0
                                             ---------
                                                                      1,560
                                                                  ---------
Balance at end of period -
December 31, 1999                                          $ 40,001,781
                                                           ============
Reconciliation of Accumulated Depreciation current year changes:

Balance at beginning of period -
December 31, 1998                                              $  9,481,184
  Current year expense                       1,286,201
  Less Accumulated Depreciation of
real estate sold                               (1,560)
  Other                                              0
                                              --------
                                                                  1,284,641
                                                                 ----------
Balance at end of period -
December 31, 1999                                             $ 10,765,825
                                                              ============



SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1999
GATEWAY TAX CREDIT FUND II LTD.
NOTES TO SCHEDULE III

Reconciliation of Land, Building & Improvements current year changes:

SERIES 6
Balance at beginning of period -
December 31, 1998                                              $ 43,957,370
 Additions during period:
  Acquisitions through foreclosure                   0
  Other acquisitions                           157,758
  Improvements, etc.                                 0
  Other                                              0
                                             ---------
                                                                    157,758
 Deductions during period:
  Cost of real estate sold                         759
  Other                                              0
                                             ---------                  759
                                                                 ----------
Balance at end of period -
December 31, 1999                                             $ 44,114,369
                                                           ============
Reconciliation of Accumulated Depreciation current year changes:

Balance at beginning of period -
December 31, 1998                                               $ 9,550,937
  Current year expense                       1,369,141
  Less Accumulated Depreciation of
real estate sold                                   759
  Other                                              0
                                            ----------            1,369,900
                                                                 ----------
Balance at end of period -
December 31, 1999                                               $10,920,837

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



GATEWAY TAX CREDIT FUND II LTD.
SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE
AS OF DECEMBER 31, 1999

SERIES 2

                                                         MONTHLY
                      # OF                   INTEREST       DEBT       TERM
PARTNERSHIP           UNITS         BALANCE      RATE    SERVICE    (YEARS)
-----------           ------       --------  --------   --------     ------
Claxton Elderly           24        658,399     8.75%      5,883         50
Deerfield II              24        702,204     8.75%      6,284         50
Hartwell Family           24        705,645     8.75%      5,307         50
Cherrytree Apts.          33      1,200,104     8.75%      9,011         50
Springwood Apts.          32      1,253,429     8.75%      9,218         50
Lakeshore Apts.           34      1,054,130     8.75%      7,905         50
Lewiston                  25      1,000,125     9.00%      7,720         50
Charleston                32        843,643     8.75%      6,333         50
Sallisaw II               47      1,197,584     8.75%      8,980         50
Pocola                    36        987,699     8.75%      7,407         50
Inverness Club            72      2,987,500     8.75%     27,905         50
Pearson Elderly           25        631,782     9.00%      4,926         50
Richland Elderly          33        867,847     8.75%      6,517         50
Lake Park                 48      1,486,060     9.00%     11,466         50
Woodland Terrace          30        887,899     8.75%      6,666         50
Mt. Vernon Elderly        21        574,342     8.75%      4,309         50
Lakeland Elderly          29        781,646     8.75%      5,882         50
Prairie Apartments        21        976,212     9.00%      7,515         50
Sylacauga Heritage        44      1,386,061     8.75%     10,536         50
Manchester Housing        49      1,457,705     8.75%     10,958         50
Durango C.W.W.            24      1,033,652     9.00%      7,739         50
Columbus Sr.              16        437,160     8.25%      3,102         50
                                -----------
                                $23,110,828
                                ===========


GATEWAY TAX CREDIT FUND II LTD.
SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE
AS OF DECEMBER 31, 1999

SERIES 3

                                                         MONTHLY
                      # OF                   INTEREST       DEBT       TERM
PARTNERSHIP           UNITS         BALANCE      RATE    SERVICE    (YEARS)
-----------           ------       --------  --------   --------     ------
Poteau II                 52      1,304,781     9.50%     10,682         50
Sallisaw                  52      1,313,010     9.50%     10,654         50
Nowata Properties         32        857,609     9.50%      6,905         50
Waldron Properties        24        640,546     9.00%      4,950         50
Roland II                 52      1,312,034     9.50%     10,657         50
Stilwell                  48      1,194,239     9.50%      9,727         50
Birchwood Apts.           24        789,139     9.50%      6,410         50
Hornellsville             24        895,816     9.00%      6,927         50
Sunchase II               41      1,194,493     9.00%      9,279         50
CE McKinley II            16        621,854     8.75%      5,146         50
Weston Apartments         10        274,980     9.00%      2,131         50
Countrywood Apts.         40      1,201,437     9.00%      9,310         50
Wildwood Apts.            28        850,068     9.50%      6,906         50
Hancock                   12        367,687     9.50%      3,119         50
Hopkins                   24        750,331     8.75%      5,815         50
Elkhart Apts.             54      1,147,291     9.00%      9,198         40
Bryan Senior              40      1,082,758    10.00%      9,455         50
Brubaker Square           38      1,117,911     9.00%      8,646         50
Southwood                 44      1,488,075     9.25%     11,752         50
Villa Allegra             32        901,120     9.00%      7,053         50
Belmont Senior            24        765,894     9.00%      6,001         50
Heritage Villas           25        678,611     8.75%      5,110         50
Logansport Seniors        32        898,465     8.75%      6,745         50
                                -----------
                                $21,648,149
                                ===========


GATEWAY TAX CREDIT FUND II LTD.
SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE
AS OF DECEMBER 31, 1999

SERIES 4

                                                         MONTHLY
                      # OF                   INTEREST       DEBT       TERM
PARTNERSHIP           UNITS         BALANCE      RATE    SERVICE    (YEARS)
-----------           ------       --------  --------   --------     ------
Alsace Village            24        638,011     9.00%      4,915         50
Seneca Apartments         24        609,129     9.00%      4,692         50
Eudora Senior             36        959,657     8.75%      7,269         50
Westville                 36        860,233     8.75%      6,448         50
Wellsville Senior         24        648,477     8.75%      4,859         50
Stilwell II               52      1,290,349     8.75%      9,672         50
Spring Hill Senior        24        697,966     8.75%      5,236         50
Smithfield                40      1,540,747     8.75%     11,746         50
Tarpon Heights            48      1,245,093     8.75%      9,347         50
Oaks Apartments           32        838,638     9.00%      6,663         50
Wynnwood Common           34      1,372,440     8.75%     10,300         50
Chestnut Apartments       24        856,321     8.75%      6,419         50
St. George                24        755,305     8.75%      5,677         50
Williston                 24        799,056     9.00%      6,147         50
Brackettville Sr.         32        822,655     8.75%      6,172         50
Sonora Seniors            32        844,215     8.75%      6,337         50
Ozona Seniors             24        632,131     8.75%      4,744         50
Fredericksburg Sr.        48      1,205,650     8.75%      9,050         50
St. Joseph                24        828,814     9.00%      6,379         50
Courtyard                 21        712,025     9.25%      5,622         50
Rural Development         25      1,207,350     9.25%      9,539         50
Jasper Villas             25        860,347     8.75%      6,450         50
Edmonton Senior           24        756,903     9.00%      5,688         50
Jonesville Manor          40      1,352,639     8.75%     10,159         50
Norton Green              40      1,343,385     8.75%     10,085         50
Owingsville Senior        22        707,154     9.00%      5,297         50
Timpson Seniors           28        673,911     8.75%      5,058         50
Piedmont                  36      1,045,543     8.75%      7,856         50
S.F. Arkansas City        12        340,621    10.62%      3,056         50
                                -----------
                                $26,444,765
                                ===========


GATEWAY TAX CREDIT FUND II LTD.
SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE
AS OF DECEMBER 31, 1999

SERIES 5

                                                         MONTHLY
                      # OF                   INTEREST       DEBT       TERM
PARTNERSHIP           UNITS         BALANCE      RATE    SERVICE    (YEARS)
-----------           ------       --------  --------   --------     ------
Seymour                   37      1,242,176     8.75%      9,346         50
Effingham                 24        804,879     8.75%      6,032         50
S.F. Winfield             12        331,752    11.37%      3,016         50
S.F.Medicine Lodge        16        453,502    10.62%      4,049         50
S.F. Ottawa               24        571,174    10.62%      5,126         50
S.F. Concordia            20        554,433    11.87%      5,498         50
Highland View             24        715,356     8.75%      5,473         40
Carrollton Club           78      2,687,720     7.75%     18,064         50
Scarlett Oaks             40      1,391,459     8.25%      9,870         50
Brooks Hill               44      1,463,800     8.25%     10,398         50
Greensboro                24        734,566     7.75%      4,937         50
Greensboro II             33        906,705     7.75%      6,129         50
Pine Terrace              25        728,139     8.25%      5,172         50
Shellman                  27        740,578     8.25%      5,264         50
Blackshear                46      1,321,931     8.25%      9,389         50
Crisp Properties          31        933,378     8.25%      6,632         50
Crawford                  25        746,124     8.25%      5,302         50
Yorkshire                 60      2,088,212     8.25%     14,842         50
Woodcrest                 40      1,294,879     8.25%      9,402         50
Fox Ridge                 24        737,190     9.00%      5,673         50
Redmont II                24        695,942     8.75%      5,355         50
Clayton                   24        670,236     8.25%      4,760         50
Alma                      24        734,404     8.75%      8,018         50
Pemberton Village         24        638,787     8.75%      4,782         50
Magic Circle              24        654,768     8.75%      4,913         50
Spring Hill               36      1,129,557     8.25%      8,018         50
Menard Retirement         24        629,043     8.75%      4,715         50
Wallis Housing            24        439,300     8.75%      3,688         50
Zapata Housing            40        981,372     8.75%      7,377         50
Mill Creek                60      1,436,512     8.25%     10,192         50
Portland II               20        584,222     8.75%      4,388         50
Georgetown                24        742,385     8.25%      5,265         50
Cloverdale                24        759,292     8.75%      5,693         50
S. Timber Ridge           44      1,065,677     8.75%      7,986         50
Pineville                 12        320,553     8.25%      2,318         50
Ravenwood                 24        728,601     7.25%      4,595         50
                                -----------
                                $32,658,604
                                ===========


GATEWAY TAX CREDIT FUND II LTD.
SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE
AS OF DECEMBER 31, 1999

SERIES 6

                                                         MONTHLY
                      # OF                   INTEREST       DEBT       TERM
PARTNERSHIP           UNITS         BALANCE      RATE    SERVICE    (YEARS)
-----------           ------       --------  --------   --------     ------
Spruce                    24        916,105     8.75%      6,857         50
Shannon Apartments        16        536,300     8.75%      4,014         50
Carthage                  24        576,531     8.75%      4,371         50
Mt. Crest                 39      1,006,198     8.25%      7,150         50
Coal City                 24        981,597     7.75%      6,578         50
Blacksburg Terrace        32      1,088,716     8.25%      7,738         50
Frazier                   30      1,476,705     8.25%     10,470         50
Ehrhardt                  16        564,070     7.75%      3,791         50
Sinton                    32        853,822     8.25%      6,063         50
Frankston                 24        561,503     8.75%      4,207         50
Flagler Beach             43      1,388,177     8.25%      9,864         50
Oak Ridge                 24        815,427     8.25%      5,800         50
Monett                    32        789,962     8.25%      5,598         50
Arma                      28        719,769     8.75%      5,388         50
Southwest City            12        319,816     8.25%      2,271         50
Meadowcrest               32      1,009,676     8.25%      7,160         50
Parsons                   48      1,265,490     7.75%      8,485         50
Newport Village           40      1,307,795     7.75%      8,798         50
Goodwater Falls           36      1,137,436     7.75%      7,980         50
Northfield Station        24        802,716     7.75%      5,379         50
Pleasant Hill Square      24        792,131     7.75%      5,315         50
Winter Park               24      1,005,519     8.25%      7,131         50
Cornell                   24        873,234     8.25%      6,193         50
Heritage Drive S.         40        985,478     8.25%      6,990         50
Brodhead                  24        791,030     7.75%      5,303         50
Mt. Vilage                24        786,587     8.25%      5,574         50
Hazelhurst                32        981,160     8.25%      7,105         50
Sunrise                   33      1,163,698     8.75%      8,711         50
Stony Creek               32      1,349,309     8.75%      9,065         50
Logan Place               40      1,257,318     8.25%      8,909         50
Haines                    32      2,392,562     8.25%     16,950         50
Maple Wood                24        800,735     7.75%      5,381         50
Summerhill                28        800,065     8.25%      5,911         50
Dorchester                12        465,822     7.75%      3,118         50
Lancaster                 33      1,124,000     7.75%      7,775         50
Autumn Village            16        242,165     7.00%      2,608         50
Hardy                     24        365,654     6.00%      3,639         18
Dawson                    40      1,192,834     7.25%      7,524         50
                                -----------
                                $35,487,112
                                ===========


                           SIGNATURES


      Pursuant to the requirements of the Securities Exchange Act of  1934,
this  report  has  been signed by the following persons on  behalf  of  the
Registrant and in the capacities and on the dates indicated.

                           GATEWAY TAX CREDIT FUND II LTD.
                           (A Florida Limited Partnership)
                           By:  Raymond James Tax Credit Funds,Inc.
                           Raymond James Tax Credit Funds, Inc.

Date: July 13, 2000        By:/s/ Ronald M. Diner
                           Ronald M. Diner
                           President

Date: July 13, 2000        By:/s/ Sandra L. Furey
                           Sandra L. Furey
                           Secretary and Treasurer

                           SIGNATURES

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

                                GATEWAY TAX CREDIT FUND II LTD.
                                (A Florida Limited Partnership)
                                By:  Raymond James Tax Credit Funds,Inc.
                                Managing General Partner

Date: July 13, 2000             By:/s/ Ronald M. Diner
                                Ronald M. Diner
                                President

Date: July 13, 2000             By:/s/ Sandra L. Furey
                                Sandra L. Furey
                                Secretary and Treasurer