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 endedMarch 31, 2001

Commission File Number0-19022

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, 2001Beneficial Assignee Certificates                                                    2,183
General Partner Interest                                                                   2

DOCUMENTS INCORPORATED BY REFERENCEParts 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, 2001, 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, 2001.  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, 2001, 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, 2001 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, 2001 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, 2000:

---

SERIES 2

|PARTNERSHIP
-----------                                                                                                                                                                                                                                                                                                                       | LOCATION OF
PROPERTY
-----------                                                                                                                                                                                                                                                                     | # OF UNIT
-----                                                                  | DATE ACQUIRED
--------                                                                                                             | PROPERTY
COST
-------------                                                                                                                                                                                                                                             | OCCUPANCY
RATE
-----                                                                                         
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------
|Claxton Elderly
Deerfield II
Hartwell Family
Cherrytree Apts.
Springwood Apts.
Lakeshore Apts.
Lewiston
Charleston
Sallisaw II
Pocola
Inverness Club
Pearson Elderly
Richland Elderly
Lake Park
Woodland Terrace
Mt. Vernon Elderly
Lakeland Elderly
Prairie Apartments
Sylacauga Heritage
Manchester Housing
Durango C.W.W.
Columbus Seniors | Claxton, GA
Douglas, GA
Hartwell, GA
Albion, PA
Westfield, NY
Tuskegee, AL
Lewiston, NY
Charleston, AR
Sallisaw, OK
Pocola, OK
Inverness, FL
Pearson, GA
Richland, GA
Lake Park, GA
Waynesboro, GA
Mt. Vernon, GA
Lakeland, GA
Eagle Butte, SD
Sylacauga, AL
Manchester, GA
Durango, CO
Columbus, KS | 24
24
24
33
32
34
25
32
47
36
72
25
33
48
30
21
29
21
44
49
24
16 
----
723
==== | 9/90
 9/90
 9/90
 9/90
 9/90
 9/90
10/90
 9/90
 9/90
10/90
 9/90
 9/90
 9/90
 9/90
 9/90
 9/90
 9/90
10/90
12/90
 1/91
 1/91
 5/92 | $ 799,538
  854,562
  859,698
1,439,636
1,511,700
1,268,741
1,233,935
1,076,098
1,517,589
1,245,870
3,496,824
  781,460
1,057,871
1,794,542
1,079,691
  700,935
  955,815
1,263,109
1,761,852
1,781,301
1,295,845
     516,414 
---------------
 $28,293,026
========== | 100%
 83%
100%
 94%
 94%
 97%
100%
 78%
 94%
 89%
 93%
 92%
 91%
 94%
 83%
 91%
 97%
100%
 91%
 96%
100%
100%

The aggregate average effective rental per unit is $3,450 per year ($288 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 93% and its average effective annual rental per unit was $5,325 ($444 
 per month) on December 31, 2000.  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 $52,109.

---

SERIES 3

|PARTNERSHIP
-----------                                                                                                                                                                                                                                                                                                     | LOCATION OF
PROPERTY
-----------                                                                                                                                                                                                                                                                            | # OF UNIT
-----                                                                    | DATE ACQUIRED
--------                                                                                                                   | PROPERTY 
 COST
-------------                                                                                                                                                                                                                                                                                              | OCCUPANCY
RATE
-----                                                                                                                                                                                                                                                
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Poteau II
Sallisaw
Nowata Properties
Waldron Properties
Roland II
Stilwell
Birchwood Apts.
Hornellsville
Sunchase II
CE McKinley II
Weston Apartments
Countrywood Apts.
Wildwood Apts.
Hancock
Hopkins
Elkhart Apts.
Bryan Senior
Brubaker Square
Southwood
Villa Allegra
Belmont Senior
Heritage Villas
Logansport Seniors | Poteau, OK
Sallisaw, OK
Oolagah, OK
Waldron, AR
Roland, OK
Stilwell, OK
Pierre, SD
Arkport, NY
Watertown, SD
Rising Sun, MD
Weston, AL
Centreville, AL
Pineville, LA
Hawesville, KY
Madisonville, KY
Elkhart, TX
Bryan, OH
New Carlisle, OH
Savannah, TN
Celina, OH
Cynthiana, KY
Helena, GA
Logansport, LA | 52
52
32
24
52
48
24
24
41
16
10
40
28
12
24
54
40
38
44
32
24
25
32
----
768
==== | 8/90
 8/90
 8/90
 9/90
10/90
10/90
 9/90
 9/90
 9/90
 9/90
11/90
11/90
11/90
12/90
12/90
 1/91
 1/91
 1/91
 1/91
 1/91
 1/91
 3/91
 3/91 | $ 1,789,148
  1,744,103
  1,148,484
    860,273
  1,804,010
  1,597,701
  1,070,195
  1,119,371
  1,348,745
    821,883
    339,949
  1,520,961
  1,086,720
    440,425
    927,256
  1,573,970
  1,187,114
  1,458,034
  1,792,292
  1,143,673
    935,143
    824,759
  1,086,394
---------------
$27,620,603
========== | 92%
        87%
        91%
      100%
        92%
        94%
        67%
        96%
        90%
      100%
      100%
        98%
        96%
      100%
        96%
        94%
        98%
        95%
      100%
        94%
      100%
      100%
        94%

The average effective rental per unit is $3,105 per year ($259 per month).

---

SERIES 4

|PARTNERSHIP
-----------                                                                                                                                                                                                                                                                                                                                                                                                          | LOCATION OF
PROPERTY
-----------                                                                                                                                                                                                                                                                                                                                                                               | # OF UNIT
----                                                                                       | DATE ACQUIRED--------                                                                                                                                                         | PROPERTY COST
--------                                                                                                                                                                                                                                                                                                                 | OCCUPANCY
RATE
------                                                                                                                           
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------
|Alsace
Seneca Apartments
Eudora Senior
Westville
Wellsville Senior
Stilwell II
Spring Hill Sr.
Smithfield
Tarpon Heights
Oaks Apartments
Wynnwood Common
Chestnut
Apts -St. George
Williston
Brackettville Sr.
Sonora Seniors
Ozona Seniors
Fredericksburg Sr.
St. Joseph
Courtyard
Rural Development
Jasper Villas
Edmonton Senior
Jonesville Manor
Norton Green
Owingsville Senior
Timpson Seniors
Piedmont
S.F. Arkansas City | Soda Springs, ID
Seneca, MO
Eudora, KS
Westville, OK
Wellsville, KS
Stilwell, OK
Spring Hill, KS
Smithfield, UT
Galliano, LA
Oakdale, LA
Fairchance, PA
Howard, SD
St. George, SC
Williston, SC
Brackettville, TX
Sonora, TX
Ozona, TX
Fredericksburg, TX
St. Joseph, IL
Huron, SD
Ashland, ME
Jasper, AR
Edmonton, KY
Jonesville, VA
Norton, VA
Owingsville, KY
Timpson, TX
Barnesville, GA
Arkansas City, KS | 24
24
36
36
24
52
24
40
48
32
34
24
24
24
32
32
24
48
24
21
25
25
24
40
40
22
28
36
12 
----
879
=== | 12/90
 2/91
 3/91
 3/91
 3/91
 3/91
 3/91
 4/91
 4/91
 4/91
 4/91
 5/91
 6/91
 6/91
 6/91
 6/91
 6/91
 6/91
 6/91
 6/91
 6/91
 6/91
 6/91
 6/91
 6/91
 8/91
 8/91
 8/91
 8/91 | $ 814,462
  738,833
1,257,482
1,101,686
  810,970
1,657,974
1,036,369
1,872,097
1,493,434
1,032,509
1,679,018
1,069,046
  939,655
1,002,600
  991,966
1,013,315
  759,843
1,402,563
  976,453
  849,742
1,422,482
1,104,060
  906,714
1,725,156
1,700,632
  848,044
  815,916
1,289,047
  412,028
-------------
 $32,724,096
========= | 100%
 92%
 86%
 89%
 88%
 96%
 96%
 85%
100%
 94%
100%
 71%
100%
100%
100%
 97%
 96%
 98%
 96%
 95%
100%
100%
100%
100%
100%
100%
 96%
 97%
 83%

The average effective rental per unit is $3,328 per year ($277 per month).

---

SERIES 5

|PARTNERSHIP
-----------                                                                                                                                                                                                                                                                                                                                                                                                                                     | LOCATION OF
PROPERTY
-----------                                                                                                                                                                                                                                                                                                                                                                                                                                                           | # OF UNIT
----                                                                                                                 | DATE ACQUIRED
--------                                                                                                                                                                                                 | PROPERTY COST
--------                                                                                                                                                                                                                                                                                                                                                                                             | OCCUPANCY
RATE
-----                                                                                                                                                              
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Seymour
Effingham
S.F. Winfield
S.F.Medicine Lodge
S.F. Ottawa
S.F. Concordia
Highland View
Carrollton Club
Scarlett Oaks
Brooks Hil
Greensboro
Greensboro II
Pine Terrace
Shellman
Blackshear
Crisp Properties
Crawford
Yorkshire
Woodcrest
Fox Ridge
Redmont II
Clayton
Alma
Pemberton Village
Magic Circle
Spring Hill
Menard Retirement
Wallis Housing
Zapata Housing
Mill Creek
Portland II
Georgetown
Cloverdale
So. Timber Ridge
Pineville
Ravenwood | Seymour, IN
Effingham, IL
Winfield, KS
Medicine Lodge,KS
Ottawa, KS
Concordia, KS
Elgin, OR
Carrollton, GA
Lexington, SC
Ellijay, GA
Greensboro, GA
Greensboro, GA
Wrightsville, GA
Shellman, GA
Cordele, GA
Cordele, GA
Crawford, GA
Wagoner, OK
South Boston, VA
Russellville, AL
Red Bay, AL
Clayton, OK
Alma, AR
Hiawatha, KS
Eureka, KS
Spring Hill, KS
Menard, TX
Wallis, TX
Zapata, TX
Grove, OK
Portland, IN
Georgetown, OH
Cloverdale, IN
Chandler, TX
Pineville, MO
Americus, GA | 37
24
12
16
24
20
24
78
40
44
24
33
25
27
46
31
25
60
40
24
24
24
24
24
24
36
24
24
40
60
20
24
24
44
12
24 
------
1,106
==== | 8/91
 8/91
 8/91
 8/91
 8/91
 8/91
 9/91
 9/91
 9/91
 9/91
 9/91
 9/91
 9/91
 9/91
 9/91
 9/91
 9/91
 9/91
 9/91
 9/91
 9/91
 9/91
 9/91
 9/91
 9/91
 9/91
 9/91
 9/91
 9/91
11/91
11/91
11/91
 1/92
 1/92
 5/92
 1/94 | 1,518,441
  980,617
  402,402
  564,559
  732,342
  692,426
  891,157
3,217,901
1,677,363
1,751,424
  866,259
1,088,664
  885,186
  901,648
1,602,922
1,127,994
  907,712
2,553,154
1,574,776
  889,941
  840,596
  871,530
  957,710
  776,725
  823,643
1,449,378
  760,852
  578,454
1,238,405
1,741,669
  770,036
  941,795
  957,247
1,306,027
  406,706
    900,996 
---------------
 $40,148,657
========== | 95%
100%
 92%
 69%
 88%
 90%
 92%
100%
100%
 95%
 92%
 97%
 76%
 93%
100%
100%
 96%
 97%
100%
 92%
 96%
 83%
100%
 96%
 88%
 92%
 96%
 88%
 95%
 97%
100%
100%
100%
 95%
 83%
100%

The average effective rental per unit is $3,284 per year ($274 per month).

---

SERIES 6

|PARTNERSHIP
-----------                                                                                                                                                                                                                                                                                                                                                                                                                 | LOCATION OF
PROPERTY
-----------                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | # OF UNIT
-----                                                                                                                     | DATE ACQUIRED
--------                                                                                                                                                                                                              | PROPERTY COST
--------                                                                                                                                                                                                                                                                                                                                                                                                                | OCCUPANCY
RATE
-----                                                                                                                                                    
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Spruce
Shannon
Carthage
Mountain Crest
Coal City
Blacksburg Terrace
Frazer Place
Ehrhardt
Sinton
Frankston
Flagler Beach
Oak Ridge
Monett
Arma
Southwest City
Meadowcrest
Parsons
Newport Village
Goodwater Falls
Northfield Station
Pleasant Hill
Winter Park
Cornell
Heritage Drive So.
Brodhead
Mt. Village
Hazlehurst
Sunrise
Stony Creek
Logan Place
Haines
Maple Wood
Summerhill
Dorchester
Lancaster
Autumn Village
Hardy
Dawson | Pierre, SD
O'Neill, NE
Carthage, MO
Enterprise, OR
Coal City, IL
Blacksburg, SC
Smyrna, DE
Ehrhardt, SC
Sinton, TX
Frankston, TX
Flagler Beach, FL
Williamsburg, KY
Monett, MO
Arma, KS
Southwest City, MO
Luverne, AL
Parsons, KS
Newport, TN
Jenkins, KY
Corbin, KY
Somerset, KY
Mitchell, SD
Watertown, SD
Jacksonville, TX
Brodhead, KY
Mt. Vernon, KY
Hazlehurst, MS
Yankton, SD
Hooversville, PA
Logan, OH
Haines, AK
Barbourville, KY
Gassville, AR
St. George, SC
Mountain View, AR
Harrison, AR
Hardy, AR
Dawson, GA | 24
16
24
39
24
32
30
16
32
24
43
24
32
28
12
32
48
40
36
24
24
24
24
40
24
24
32
33
32
40
32
24
28
12
33
16
24
40 
-----
1,086
==== | 11/91
11/91
 1/92
 3/92
 3/92
 4/92
 4/92
 4/92
 4/92
 4/92
 5/92
 5/92
 5/92
 5/92
 5/92
 6/92
 7/92
 7/92
 7/92
 7/92
 7/92
 7/92
 7/92
 1/92
 7/92
 7/92
 8/92
 8/92
 8/92
 9/92
 8/92
 8/92
 9/92
 9/92
 9/92
 7/92
 7/92
11/93 | 1,135,246
  667,327
  727,354
1,240,065
1,232,918
1,336,867
1,676,842
  685,776
1,053,059
  674,981
1,653,116
1,037,966
  962,660
  879,019
  405,594
1,206,133
1,532,968
1,614,800
1,393,363
1,022,561
  967,376
1,265,087
1,089,761
1,213,471
  962,422
  943,900
1,193,657
1,414,746
1,649,283
1,527,149
3,035,370
1,007,744
  843,022
  562,272
1,383,886
  615,604
  936,515
  1,474,973 
---------------
$44,224,853
========== | 71%
100%
96%
77%
96%
100%
97%
88%
97%
96%
100%
92%
100%
93%
100%
100%
100%
100%
92%
100%
96%
100%
100%
98%
92%
96%
100%
100%
88%
98%
81%
96%
93%
100%
100%
100%
100%
98%

The average effective rental per unit is $3,398 per year ($283 per month).

---

A summary of the cost of the properties at December 31, 2000, 1999 and 1998 is as follows:

12/31/00

|                                                                                                                                                | SERIES 2                                                                                                                                 | SERIES 3                                                                                                                         | SERIES 4                                                                                                                                     
|----------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------
|Land
Land Improvements
Buildings
Furniture and Fixtures
Construction in Progress

Properties, at Cost
Less: Accum.Depreciation

Properties, Net | $ 1,012,180
    123,358
 26,249,454
    908,034
           0
--------------
 28,293,026
  9,287,713
--------------
$19,005,313
========= | $   985,546
   379,665
25,021,159
 1,234,233
          0
-------------
27,620,603
11,579,979
-------------
$16,040,624
========= | $  1,188,112
    153,052
 29,917,751
  1,465,181
            0
---------------
 32,724,096
 10,297,994
---------------
$22,426,102
==========

|                                                                                                                                                | SERIES 5                                                                                                                                           | SERIES 6                                                                                                                                     | TOTAL                                                                                                                                       
|----------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------
|Land
Land Improvements
Buildings
Furniture and Fixtures
Construction in Progress

Properties, at Cost
Less: Accum.Depreciation

Properties, Net | $   1,456,671
      72,944
  37,006,489
   1,612,553
            0
---------------
 40,148,657
 12,049,324
---------------
$ 28,099,333
========== | $  1,779,755
    531,557
 39,822,962
  2,090,579
           0
--------------
 44,224,853
 12,258,319
---------------
$ 31,966,534
========== | $  6,422,264
  1,260,576
158,017,815
  7,310,580
           0
--------------
173,011,235
 55,473,329
---------------
$117,537,906
==========

12/31/99

|                                                                                                                                                | SERIES 2                                                                                                                                 | SERIES 3                                                                                                                         | SERIES 4                                                                                                                                      
|----------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------
|Land
Land Improvements
Buildings
Furniture and Fixtures
Construction in Progress

Properties, at Cost
Less: Accum.Depreciation

Properties, Net | $ 1,012,180
    123,358
 26,249,454
    898,766
           0
--------------
 28,283,758
  8,394,446
--------------
$19,889,312
========= | $   985,546
   379,665
25,015,969
 1,192,726
          0
-------------
27,573,906
10,647,074
-------------
$16,926,832
========= | $  1,188,112
     137,610
  29,894,951
   1,436,736
            0
---------------
 32,657,409
  9,323,398
--------------
$23,334,011
=========

|                                                                                                                                                | SERIES 5                                                                                                                         | SERIES 6                                                                                                                         | TOTAL                                                                                                                                           
|----------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------
|Land
Land Improvements
Buildings
Furniture and Fixtures
Construction in Progress

Properties, at Cost
Less: Accum.Depreciation

Properties, Net | $ 1,456,671
    66,384
36,914,988
 1,563,738
          0
-------------
40,001,781
10,765,825
-------------
$29,235,956
========= | $ 1,779,755
   517,455
39,804,795
 2,012,364
          0
-------------
44,114,369
10,920,837
-------------
$33,193,532
========= | $  6,422,264
   1,224,472
157,880,157
   7,104,330
            0
---------------
172,631,223
 50,051,580
---------------
$122,579,643
==========

---

12/31/98

|                                                                                                                                                | SERIES 2                                                                                                                         | SERIES 3                                                                                                                          | SERIES 4                                                                                                                        
|----------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------
|Land
Land Improvements
Buildings
Furniture and Fixtures
Construction in Progress

Properties, at Cost
Less: Accum.Depreciation

Properties, Net | $ 1,012,180
   123,358
26,240,151
   902,400
          0
-------------
28,278,089
 7,497,204
-------------
$20,780,885
========= | $   985,546
   242,943
25,157,917
 1,116,780
           0
-------------
27,503,186
 9,442,106
-------------
$18,061,080
========= | $ 1,188,112
   143,608
29,897,293
 1,408,453
          0
-------------
32,637,466
 8,340,684
-------------
$24,296,782
=========

|                                                                                                                                                | SERIES 5                                                                                                                           | SERIES 6                                                                                                                                   | TOTAL                                                                                                                                          
|----------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------ | -----------------------------------------------------------------------------------------------------------------------------------------------
|Land
Land Improvements
Buildings
Furniture and Fixtures
Construction in Progress

Properties, at Cost
Less: Accum.Depreciation

Properties, Net | $ 1,456,671
    59,966
36,889,183
 1,523,727
           0
--------------
39,929,547
 9,481,184
-------------
$30,448,363
========= | $ 1,779,755
    475,244
 39,742,035
  1,960,336
           0
--------------
 43,957,370
  9,550,937
---------------
$34,406,433
========== | $  6,422,264
   1,045,119
157,926,579
  6,911,696
            0
---------------
172,305,658
 44,312,115
---------------
$127,993,543
==========

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, 2001, 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, 2001Beneficial Assignee Certificates                                         2,183
General Partner Interest                                                      2

---

Item 6.  Selected Financial Data

FOR THE YEARS ENDED MARCH 31,:

|SERIES 2                                                   | 2001
----               | 2000
----                | 1999
----                | 1998
----                 | 1997
----                
|---------------------------------------------------------- | ----------------------- | ------------------------ | ------------------------ | ------------------------- | -------------------------
|Total Revenues                                             | $ 43,114                | $ 40,198                 | $ 41,405                 | $ 41,272                  | $ 36,217                 
|Net Loss                                                   | (123,576)               | (166,538)                | (221,305)                | (337,693)                 | (582,633)                
|Equity in Losses of
Project
Partnerships                   | (76,493)                | (115,544)                | (126,899)                | (288,412)                 | (527,175)                
|Total Assets                                               | 634,752                 | 723,067                  | 853,057                  | 1,045,569                 | 1,345,931                
|Investments In Project Partnerships                        | 124,529                 | 208,215                  | 331,579                  | 510,805                   | 814,883                  
|Per BAC: (A)
Tax Credits 
Portfolio
   Income
Passive Loss | 162.60

14.10 
(127.50) | 166.30

12.20 
 (141.60) | 166.30

12.90 
 (144.60) | 166.40

13.10 
  (147.90) | 166.40

12.10 
  (141.90)
|Net Loss                                                   | (19.94)                 | (26.87)                  | (35.71)                  | (54.48)                   | (94.00)                  

FOR THE YEARS ENDED MARCH 31,

|SERIES 3                                                   | 2001
----              | 2000
----              | 1999
----               | 1998
----               | 1997
----              
|---------------------------------------------------------- | ---------------------- | ---------------------- | ----------------------- | ----------------------- | -----------------------
|Total Revenues                                             | $ 52,385               | $ 51,385               | $ 44,329                | $ 65,111                | $  31,128              
|Net Loss                                                   | (58,677)               | (147,068)              | (187,324)               | (221,508)               | (341,282)              
|Equity in Losses of
Project
Partnerships                   | (26,094)               | (114,700)              | (105,820)               | (198,168)               | (285,853)              
|Total Assets                                               | 512,301                | 545,897                | 669,866                 | 846,210                 | 1,043,223              
|Investments In Project Partnerships                        | 71,138                 | 100,190                | 218,820                 | 378,000                 | 584,189                
|Per BAC: (A)
Tax Credits 
Portfolio
   Income
Passive Loss | 44.70

14.00 
(156.40) | 68.90

12.80 
(151.20) | 164.30

14.10 
(145.00) | 176.60

20.10 
(154.10) | 176.40

13.90 
(146.40)
|Net Loss                                                   | (10.65)                | (26.69)                | (33.99)                 | (40.19)                 | (61.93)                

---

Item 6.  Selected Financial Data

FOR THE YEARS ENDED MARCH 31,:

|SERIES 4                                                  | 2001
----               | 2000
----               | 1999
----               | 1998
----               | 1997
----              
|--------------------------------------------------------- | ----------------------- | ----------------------- | ----------------------- | ----------------------- | -----------------------
|Total Revenues                                            | $  51,145               | $  48,997               | $  46,672               | $  44,309               | $  41,455              
|Net Loss                                                  | (311,663)               | (235,491)               | (348,671)               | (485,415)               | (696,010)              
|Equity in Losses of
Project
Partnerships                  | (254,163)               | (175,823)               | (208,919)               | (421,886)               | (635,178)              
|Total Assets                                              | 807,069                 | 1,082,020               | 1,280,602               | 1,600,054               | 2,048,377              
|Investments In Project Partnerships                       | 223,689                 | 487,692                 | 676,348                 | 981,823                 | 1,423,319              
|Per BAC: (A)
Tax Credits
Portfolio
   Income
Passive Loss | 165.70

15.00 
(160.40) | 168.60

14.30 
(137.50) | 168.60

14.10 
(136.00) | 168.60

13.70 
(157.20) | 168.60

13.20 
(149.30)
|Net Loss                                                  | (44.62)                 | (33.71)                 | (49.92)                 | (69.50)                 | (99.65)                

FOR THE YEARS ENDED MARCH 31,:

|SERIES 5                                                  | 2001
----               | 2000
----               | 1999
----               | 1998
----               | 1997
----              
|--------------------------------------------------------- | ----------------------- | ----------------------- | ----------------------- | ----------------------- | -----------------------
|Total Revenues                                            | $  64,244               | $  65,839               | $  64,661               | $  54,417               | $  52,985              
|Net Loss                                                  | (248,131)               | (243,982)               | (403,555)               | (813,502)               | (997,362)              
|Equity in Losses of
Project
Partnerships                  | (179,765)               | (178,140)               | (300,042)               | (728,729)               | (911,965)              
|Total Assets                                              | 1,519,231               | 1,728,422               | 1,932,914               | 2,306,065               | 3,078,890              
|Investments In Project Partnerships                       | 752,227                 | 951,449                 | 1,145,581               | 1,500,087               | 2,268,632              
|Per BAC: (A)
Tax Credits
Portfolio
   Income
Passive Loss | 164.60

15.60 
(140.30) | 164.60

14.30 
(134.60) | 164.60

14.40 
(149.20) | 164.60

14.10 
(141.60) | 164.70

13.10 
(137.80)
|Net Loss                                                  | (28.51)                 | (28.03)                 | (46.37)                 | (93.47)                 | (114.60)               

---

Item 6.  Selected Financial Data

FOR THE YEARS ENDED MARCH 31,:

|SERIES 6                                                  | 2001
----               | 2000
----               | 1999
----               | 1998
---                | 1997
----              
|--------------------------------------------------------- | ----------------------- | ----------------------- | ----------------------- | ----------------------- | -----------------------
|Total Revenues                                            | $  57,541               | $  54,234               | $  50,722               | $  49,707               | $  47,326              
|Net Loss                                                  | (481,031)               | (531,947)               | (701,324)               | (870,137)               | (915,827)              
|Equity in Losses of
Project
Partnerships                  | (384,730)               | (433,597)               | (601,405)               | (761,923)               | (805,310)              
|Total Assets                                              | 2,364,264               | 2,793,368               | 3,272,734               | 3,930,665               | 4,748,789              
|Investments In Project Partnerships                       | 1,584,877               | 1,997,390               | 2,464,086               | 3,102,793               | 3,912,526              
|Per BAC: (A)
Tax Credits
Portfolio
   Income
Passive Loss | 165.60

13.80 
(127.30) | 165.50

12.70 
(126.50) | 165.50

12.90 
(129.30) | 165.50

12.90 
(124.30) | 165.40

11.30 
(122.10)
|Net Loss                                                  | (47.13)                 | (52.12)                 | (68.54)                 | (85.25)                 | (89.72)                

(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, 2001, March 31, 2000 and March 31, 1999.  The General and Administrative expenses - General Partner and General and Administrative expenses - Other for the year ended March 31, 2001 are comparable to March 31, 2000 and March 31, 1999.

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, 2001, 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 93% at December 31, 2000.

Equity in Losses of Project Partnerships were comparable for the years ended March 31, 1999, 2000, and 2001.  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 $919,877, $897,242 and $893,266 for the years ended December 31, 1998, 1999, and 2000 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, 2001, the Series had $213,928 of short-term investments (Cash and Cash Equivalents).  It also had $296,295 in Zero Coupon Treasuries with annual maturities providing $51,800 in fiscal year 2001 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 $123,576 for the year ending March 31, 2001.  However, after adjusting for Equity in Losses of Project Partnerships of $76,493 and the changes in operating assets and liabilities, net cash used in operating activities was $17,279, of which $34,268 was the Asset Management Fee actually paid.  Cash provided by investing activities totaled $42,637, consisting of $14,374 in cash distributions from the Project Partnerships and $28,263 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, 2001 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 94% as of December 31, 2000.

Equity in Losses of Project Partnerships increased from $105,820 for the year ended March 31, 1999 to $114,700 for the year ended March 31, 2000 and decreased to $26,094 for the year ended March 31, 2001.  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 1999 to $988,019 in 2000 and decreased to $735,412 in 2001.  Suspended Losses increased from $548,603 for the year ended March 31, 1999 to $873,319 for the year ended March 31, 2000 and decreased to $709,318 for the year ended March 31, 2001.  These losses would reduce the investment in Project Partnerships below zero.  (These Project Partnerships reported depreciation and amortization of $913,619, $1,213,599 and $941,538 for the years ended December 31, 1998, 1999 and 2000, respectively.)  Overall, management believes these Project Partnerships are operating as expected and are generating tax credits which meet projections.

At March 31, 2001, the Series had $177,615 of short-term investments (Cash and Cash Equivalents).  It also had $263,548 in Zero Coupon Treasuries with annual maturities providing $46,075 in fiscal year 2001 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 $58,677 for the year ended March 31, 2001.  However, after adjusting for Equity in Losses of Project Partnerships of $26,094 and the changes in operating assets and liabilities, net cash used in operating activities was $27,689, of which $39,414 was the Asset Management Fee actually paid.  Cash provided by investing activities totaled $49,817, consisting of $24,678, adjusted by $22,840 included in Other Income, in cash distributions received from the Project Partnerships and $25,139 from matured Zero Coupon Treasuries.  There were no unusual events or trends to describe.

A Project Partnership located in Pierre, SD experienced cash shortages from operations in 2000 due to low occupancy as a result of a reduction of state employees, competition from a new women's prison for low-paying contract and services jobs, and the development of a 150-unit manufactured housing subdivision.  The manufacturer offers houses for rent, rent to own, or for sale with no down payment.  Management is constantly advertising this project and contacting local social agencies.  Management does not expect any materially adverse effects to Gateway from this Project Partnership.

Series 4 - Gateway closed this series on May 31, 1991 after receiving $6,915,000 from 465 Assignees.  As of March 31, 2001, 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, 2000.

Equity in Losses of Project Partnerships were comparable for the years ended March 31, 1999, 2000, and 2001.  (These Project Partnerships reported depreciation and amortization of $1,016,293, $983,083 and $976,176 for the years ended December 31, 1998, 1999 and 2000, respectively.)  Overall, management believes these Project Partnerships are operating as expected and are generating tax credits which meet projections.

At March 31, 2001, the Series had $249,491 of short-term investments (Cash and Cash Equivalents).  It also had $333,889 in Zero Coupon Treasuries with annual maturities providing $58,383 in fiscal year 2001 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 $311,663 for the year ended March 31, 2001.  However, after adjusting for Equity in Losses of Project Partnerships of $254,163 and the changes in operating assets and liabilities, net cash used in operating activities was $25,728, of which $42,804 was the Asset Management Fee actually paid.  Cash provided by investing activities totaled $48,571, consisting of $16,722 in cash distributions from the Project Partnerships and $31,849 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, 1999 and 2000 due to low occupancy as a result of layoffs at a local major employer.  The local general partner has partially funded the deficit since 1997 by lending a total of $54,623 including $3,968 in 2000.  They also have deferred management fees totaling $48,473 for these same years.  Management continues to actively market and advertise the project.  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, 2001, 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 95% as of December 31, 2000.

Equity in Losses of Project Partnerships of $179,765 for the year ended March 31, 2001 were comparable to the year ended March 31, 2000.  Equity in Losses of Project Partnerships decreased from $300,042 for the year ended March 31, 1999 to $178,140 for the year ended March 31, 2000.  The decrease was 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 $1,312,998, $1,286,201 and $1,283,498 for the years ended December 31, 1998, 1999 and 2000, respectively.)  Overall, management believes these Project Partnerships are operating as expected and are generating tax credits which meet projections.

At March 31, 2001, the Series had $350,854 of short-term investments (Cash and Cash Equivalents).  It also had $416,150 in Zero Coupon Treasuries with annual maturities providing $72,745 in fiscal year 2001 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 $248,131 for the year ended March 31, 2001.  However, after adjusting for Equity in Losses of Project Partnerships of $179,765 and the changes in operating assets and liabilities, net cash used in operating activities was $35,795, of which $59,343 was the Asset Management Fee actually paid.  Cash provided by investing activities totaled $67,942 consisting of $28,246 in cash distributions from the Project Partnerships and $39,696 from matured Zero Coupon Treasuries.  There were no unusual events or trends to describe.

A Project Partnership located in Wrightsville, GA experienced cash shortages from operations in 2000 due to low occupancy as a result of the eviction of several tenants for non-payment and the need to bring several units back to rental condition.  The local general partner funded $10,000 to the project in 2000 and hired new management to bring the project back to normal standards.  Management does not expect any materially adverse effects to Gateway from this Project Partnership.

Series 6 - Gateway closed this series on March 11, 1992 after receiving $10,105,000 from 625 Assignees.  As of March 31, 2001, 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 96% as of December 31, 2000.

Equity in Losses of Project Partnerships decreased from $601,405 for the year ended March 31, 1999 to $433,597 for the year ended March 31, 2000 and to $384,730 for the year ended March 31, 2001.  These decreases were due to additional suspended losses of $380,506, $430,306, and $523,064 for the years ended March 31, 1999, 2000 and 2001 respectively, as these losses would reduce the investment in certain Project Partnerships below zero.  (These Project Partnerships reported depreciation and amortization of $1,414,757, $1,371,839 and $1,337,714 for the years ended December 31, 1998, 1999 and 2000, respectively.)  Overall, management believes these Project Partnerships are operating as expected and are generating tax credits which meet projections.

At March 31, 2001, the Series had $437,636 of short-term investments (Cash and Cash Equivalents).  It also had $341,751 in Zero Coupon Treasuries with annual maturities providing $58,000 in fiscal year 2001 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 $481,031 for the year ended March 31, 2001.  However, after adjusting for Equity in Losses of Project Partnerships of $384,730 and the changes in operating assets and liabilities, net cash used in operating activities was $42,275, of which $56,639 was the Asset Management Fee actually paid.  Cash provided by investing activities totaled $57,111 of which $23,401 was received in cash distributions from the Project Partnerships and $33,710 from matured Zero Coupon Treasuries.  There were no unusual events or trends to describe.

A Project Partnership located in Pierre, SD has experienced cash shortages from operations in 2000 due to low occupancy as a result of a reduction of state employees, competition from a new women's prison for low-paying contract and services jobs, and the development of a 150-unit manufactured housing subdivision.  The manufacturer offers houses for rent, rent to own, or for sale with no down payment.  Management is constantly advertising this project and contacting local social agencies.  Management does not expect any materially adverse effects to Gateway from this Project Partnership.

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, 2001 and 2000 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, 2001.  These 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 Project Partnerships for which cumulative equity in losses included on the balance sheets as of March 31, 2001 and 2000 and net losses included on the statements of operations for each of the three years in the period ended March 31, 2001 are:

|         |  | Cumulative Equity in
        Losses March 31,
       ----------- | Partnership Loss
        Year Ended March 31,
         --------------------------
|-------- |  | ---------------------------------------------------------------- | ---------------------------------------------------------------------------------
|         |  |                                                                  | 2001
----                                                                        
|Series 2 |  |                                                                  | $3,733,616                                                                       
|Series 3 |  |                                                                  | 3,114,487                                                                        
|Series 4 |  |                                                                  | 3,303,187                                                                        
|Series 5 |  |                                                                  | 3,551,156                                                                        
|Series 6 |  |                                                                  | 4,237,605                                                                        

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 auditing standards generally accepted in the United States of America.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits 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, 2001 and 2000, and the results of their operations and their cash flows for each of the three years in the period ended March 31, 2001, in conformity with accounting principles generally accepted in the United States of America.

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 5, 2001

---

PART I - Financial Information
   Item 1.  Financial Statements

GATEWAY TAX CREDIT FUND II LTD.(A Florida Limited Partnership)BALANCE SHEETSMARCH 31, 2001 AND 2000

|SERIES 2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | 2001
----                                                                                                                                                                                                                                                        | 2000
----                                                                                                                                                                                                                                                      | 
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|ASSETS
Current Assets:
 Cash and Cash Equivalents
 Investments in Securities
  Total Current Assets
 Investments in Securities
 Investments in Project Partnerships, Net
    Total Assets
LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
 Payable to General Partners
  Total Current Liabilities
Long-Term Liabilities:
 Payable to General Partners
Partners' Equity (deficit):
Assignor Limited Partner
 Units of limited partnership interest consisting of 40,000
 authorized BAC's, of which Series 2 had 6,136 at March 31,
 2001 and 2000 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, Series 2
 had 6,136 at March  31, 2001 and 2000, issued and outstanding
General Partners
  Total Partners' Equity
    Total Liabilities and Partners' Equity | $  213,928
    53,836
-------------
   267,764
   242,459
   124,529
-------------
$  634,752
=========
$   46,941
-------------
    46,941
-------------
  396,046
-------------
  243,647
  (51,882)
-------------
  191,765
-------------
$ 634,752
========= | $  188,570
    51,800
-------------
   240,370
   274,482
   208,215
-------------
$  723,067
=========
$   45,773
-------------
    45,773
-------------
  361,953
-------------
  365,987
  (50,646)
-------------
  315,341
------------
$ 723,067
======== | 

See accompanying notes to financial statements.

---

GATEWAY TAX CREDIT FUND II LTD.(A Florida Limited Partnership)BALANCE SHEETSMARCH 31, 2001 AND 2000

|SERIES 3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | 2001
----                                                                                                                                                                                                                                                    | 2000
----                                                                                                                                                                                                                                                  | 
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|ASSETS
Current Assets:
 Cash and Cash Equivalents
 Investments in Securities
  Total Current Assets
 Investments in Securities
 Investments in Project Partnerships, Net
    Total Assets
LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
 Payable to General Partners
  Total Current Liabilities
Long-Term Liabilities:
 Payable to General Partners
Partners' Equity (deficit):
Assignor Limited Partner
 Units of limited partnership interest consisting of 40,000 authorized BAC's, of which Series 3 had 5,456 at March 31, 2001 and 2000 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, Series 3 had 5,456 at March 31, 2001 and 2000, issued and outstanding
General Partners
  Total Partners' Equity
    Total Liabilities and Partners' Equity | $  177,615
    47,886
--------------
   225,501
   215,662
    71,138
-------------
$  512,301
========
$  51,154
------------
   51,154
-------------
  293,562
-------------
  213,725
  (46,140)
-------------
  167,585
-------------
$ 512,301
======== | $  155,487
    46,075
-------------
   201,562
   244,145
   100,190
--------------
$  545,897
========
$  49,763
------------
   49,763
------------
  269,872
------------
  271,815
  (45,553)
-------------
  226,262
-------------
$ 545,897
======== | 

See accompanying notes to financial statements.

---

GATEWAY TAX CREDIT FUND II LTD.(A Florida Limited Partnership)BALANCE SHEETSMARCH 31, 2001 AND 2000

|SERIES 4                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | 2001
----                                                                                                                                                                                                                                        | 2000
----                                                                                                                                                                                                                                                          | 
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | 
|ASSETS
Current Assets:
 Cash and Cash Equivalents
 Investments in Securities
  Total Current Assets
 Investments in Securities
 Investments in Project Partnerships, Net
    Total Assets
LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
 Payable to General Partners
  Total Current Liabilities
Long-Term Liabilities:
 Payable to General Partners
Partners' Equity (deficit):
Assignor Limited Partner
 Units of limited partnership interest consisting of 40,000 authorized BAC's, of which Series 4 had 6,915 at March 31, 2001 and  2000 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, Series 4 had 6,915 at March 31, 2001 and 2000, issued and outstanding
General Partners
  Total Partners' Equity
    Total Liabilities and Partners' Equity | $ 249,491
   60,666
------------
  310,157
  273,223
  223,689
------------
$ 807,069
========
$  56,807
------------
   56,807
------------
  382,953
------------
  424,290
  (56,981)
-------------
  367,309
-------------
$ 807,069
======= | $  226,648
    58,372
------------
   285,020
   309,308
   487,692
-------------
$1,082,020
========
$   54,952
-------------
    54,952
-------------
   348,096
-------------
   732,836
   (53,864)
-------------
   678,972
-------------
$1,082,020
======== | 

See accompanying notes to financial statements.

---

GATEWAY TAX CREDIT FUND II LTD.(A Florida Limited Partnership)BALANCE SHEETSMARCH 31, 2001 AND 2000

|SERIES 5                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | 2001
----                                                                                                                                                                                                                                                                | 2000
----                                                                                                                                                                                                                                                                | 
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | 
|ASSETS
Current Assets:
 Cash and Cash Equivalents
 Investments in Securities
  Total Current Assets
 Investments in Securities
 Investments in Project Partnerships, Net
    Total Assets
LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
 Payable to General Partners
  Total Current Liabilities
Long-Term Liabilities:
 Payable to General Partners
Partners' Equity (deficit):
Assignor Limited Partner
 Units of limited partnership interest consisting of 40,000 authorized BAC's, of which Series 5 had 8,616 at March 31, 2001 and 2000 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, Series 5 had 8,616 at March 31, 2001 and 2000, issued and outstanding
General Partners
  Total Partners' Equity
    Total Liabilities and Partners' Equity | $  350,854
    75,613
-------------
   426,467
   340,537
   752,227
--------------
$1,519,231
=========
$   75,689
-------------
    75,689
-------------
   382,400
--------------
 
1,126,154
   (65,012)
-------------
 1,061,142
-------------
$1,519,231
========= | $  318,707
    72,753
-------------
   391,460
   385,513
   951,449
--------------
$1,728,422
=========
$   73,415
-------------
    73,415
-------------
   345,734
--------------
 1,371,804
   (62,531)
--------------
 1,309,273
--------------
$1,728,422
======== | 

See accompanying notes to financial statements.

---

GATEWAY TAX CREDIT FUND II LTD.(A Florida Limited Partnership)BALANCE SHEETSMARCH 31, 2001 AND 2000

|SERIES 6                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 2001
----                                                                                                                                                                                                                                                            | 2000
----                                                                                                                                                                                                                                                                | 
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | 
|ASSETS
Current Assets:
 Cash and Cash Equivalents
 Investments in Securities
  Total Current Assets
 Investments in Securities
 Investments in Project Partnerships, Net
    Total Assets
LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
 Payable to General Partners
  Total Current Liabilities
Long-Term Liabilities:
 Payable to General Partners
Partners' Equity (deficit):
Assignor Limited Partner
 Units of limited partnership interest consisting of 40,000 authorized BAC's, of which Series 6 had 10,105 at March 31, 2001 and 2000 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, Series 6 had 10,105 at March 31, 2001 and 2000, issued and outstanding
General Partners
  Total Partners' Equity
    Total Liabilities and Partners' Equity | $  437,636
    58,858
-------------
   496,494
   282,893
 1,584,877
-------------
$2,364,264
========
$   71,653
-------------
    71,653
-------------
   488,284
-------------
 
1,875,009
   (70,682)
-------------
 1,804,327
-------------
$2,364,264
======== | $  422,800
    55,114
-------------
   477,914
   318,064
 1,997,390
--------------
$2,793,368
=========
$   69,212
-------------
    69,212
--------------
   438,798
---------------
 2,351,230
   (65,872)
-------------
 2,285,358
-------------
$2,793,368
======== | 

See accompanying notes to financial statements.

---

GATEWAY TAX CREDIT FUND II LTD.(A Florida Limited Partnership)BALANCE SHEETSMARCH 31, 2001 AND 2000

|TOTAL SERIES 2 - 6                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | 2001
----                                                                                                                                                                                                                                                                 | 2000
----                                                                                                                                                                                                                                                                 | 
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|ASSETS
Current Assets:
 Cash and Cash Equivalents
 Investments in Securities
  Total Current Assets
 Investments in Securities
 Investments in Project Partnerships, Net
    Total Assets
LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
 Payable to General Partners
  Total Current Liabilities
Long-Term Liabilities:
 Payable to General Partners
Partners' Equity (deficit):
Assignor Limited Partner
 Units of limited partnership interest consisting of 40,000 authorized BAC's, of which Series 2-6 had 37,228 at March 31, 2001 and 2000 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,
 Series 2-6 had 37,228 at March  31, 2001 and 2000, issued
 and outstanding
General Partners
  Total Partners' Equity
    Total Liabilities and Partners' Equity | $1,429,524
   296,859
-------------
 1,726,383
 1,354,774
 2,756,460
--------------
$5,837,617
========
$  302,244
--------------
   302,244
--------------
 1,943,245
--------------
 3,882,825
  (290,697)
--------------
 3,592,128
--------------
$5,837,617
======== | $1,312,212
   284,114
-------------
 1,596,326
 1,531,512
 3,744,936
--------------
$6,872,774
========
$  293,115
--------------
   293,115
--------------
 1,764,453
--------------
 5,093,672
  (278,466)
--------------
 4,815,206
--------------
$6,872,774
======== | 

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

|Revenues:
 Interest Income
 Other Income
  Total Revenues
Expenses:
 Asset Management Fee-General Partner
 General and Administrative:
  General Partner
  Other
 Amortization
  Total Expenses
Loss Before Equity in Losses
 of Project Partnerships
Equity in Losses of Project
 Partnerships
Net Loss
Allocation of Net Loss:
 Assignees
 General Partners
Net Loss Per Beneficial
Assignee Certificate
Number of Beneficial Assignee Certificates Outstanding | $  34,132
     8,982
-------------
    43,114
-------------
   
 68,361
     9,149
    10,886
     1,801
-------------
    90,197
-------------
    (47,083)
    (76,493)
-------------
$ (123,576)
========
$ (122,340)
     (1,236)
-------------
$ (123,576)
========
$   (19.94)
========
     6,136
======== | $  33,028
    7,170
------------
   40,198
-------------
   
68,511
     8,181
    11,237
     3,263
-------------
    91,192
------------
    (50,994)
   (115,544)
-------------
$ (166,538)
========
$ (164,873)
     (1,665)
--------------
$ (166,538)
========
$   (26.87)
========
     6,136
======== | $  34,468
     6,937
-------------
   41,405
-------------
  
 68,648
     7,433
    12,781
    46,949
-------------
   135,811
-------------
    (94,406
   (126,899)
-------------
$ (221,305)
========
$ (219,092)
     (2,213)
-------------
$ (221,305)
========
$   (35.71)
========
     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                                                                                                                                                                                                                                                                                                                                                                                                                                                            | 2001
----                                                                                                                                                                                                                                                                                                 | 2000
----                                                                                                                                                                                                                                                                                                    | 1999
----                                                                                                                                                                                                                                                                                                  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Revenues:
 Interest Income
 Other Income
  Total Revenues
Expenses:
 Asset Management Fee-General Partner
 General and Administrative:
  General Partner
  Other
  Amortization
  Total Expenses
Loss Before Equity in Losses
 of Project Partnerships
Equity in Losses of Project
 Partnerships
Net Loss
Allocation of Net Loss:
 Assignees
 General Partners
Net Loss Per Beneficial
Assignee Certificate
Number of Beneficial Assignee 
Certificates Outstanding | $  29,545
   22,840
------------
   52,385
------------
   
63,104
    9,565
    11,179
     1,120
-------------
    84,968
-------------
   (32,583)
   (26,094)
-------------
$  (58,677)
========
$  (58,090)
       (587)
------------
$  (58,677)
========
$   (10.65)
========
      5,456
======== | $  28,740
   22,645
------------
   51,385
------------
   
63,301
    8,552
   10,780
    1,120
------------
   83,753
------------
   (32,368)
  (114,700)
--------------
$ (147,068)
=========
$ (145,597)
     (1,471)
--------------
$ (147,068)
=========
$    (26.69)
=========
      5,456
========= | $  29,814
   14,515
------------
   44,329
------------
  
63,479
    7,771
   10,513
   44,070
------------
  125,833
------------
   (81,504)
  (105,820)
--------------
$ (187,324)
=========
$ (185,451)
     (1,873)
-------------
$ (187,324)
=========
$    (33.99)
=========
       5,456
=========

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 4                                                                                                                                                                                                                                                                                                                                                                                                                                                             | 2001
----                                                                                                                                                                                                                                                                                   | 2000
----                                                                                                                                                                                                                                                                                    | 1999
----                                                                                                                                                                                                                                                                                  
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Revenues:
 Interest Income
 Other Income
  Total Revenues
Expenses:
 Asset Management Fee - General Partner
 General and Administrative:
  General Partner
  Other
 Amortization
  Total Expenses
Loss Before Equity in Losses
 of Project Partnerships
Equity in Losses of Project
 Partnerships
Net Loss
Allocation of Net Loss:
 Assignees
 General Partners
Net Loss Per Beneficial
Assignee Certificate
Number of Beneficial Assignee 
Certificates Outstanding | $  38,975
   12,170
------------
   51,145
------------
   77,661
   12,060
   13,636
    5,288
------------
  108,645
----------
  (57,500)
 (254,163)
-------------
$(311,663)
========
$(308,546)
    (3,117)
-------------
$(311,663)
========
$   (44.62)
========
     6,915
======== | $  37,964
   11,033
------------
   48,997
------------
   77,832
   10,779
   13,398
    6,656
------------
  108,665
------------
  (59,668)
 (175,823)
------------
$(235,491)
========
$(233,136)
    (2,355)
-------------
$(235,491)
========
$   (33.71)
========
     6,915
======== | $  39,022
    7,650
-----------
   46,672
-----------
   77,989
    9,798
   12,805
   85,832
------------
  186,424
------------
 (139,752)
 (208,919)
-------------
$(348,671)
========
$(345,184)
    (3,487)
-------------
$(348,671)
========
$   (49.92)
========
     6,915
========

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 5                                                                                                                                                                                                                                                                                                                                                                                                                                                            | 2001
----                                                                                                                                                                                                                                                                                       | 2000
----                                                                                                                                                                                                                                                                                        | 1999
----                                                                                                                                                                                                                                                                                     
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Revenues:
 Interest Income
 Other Income
  Total Revenues
Expenses:
 Asset Management Fee - General Partner
 General and Administrative:
  General Partner
  Other
 Amortization
  Total Expenses
Loss Before Equity in Losses
 of Project Partnerships
Equity in Losses of Project
 Partnerships
Net Loss
Allocation of Net Loss:
 Assignees
 General Partners
Net Loss Per Beneficial
Assignee Certificate
Number of Beneficial Assignee
Certificates Outstanding | $  50,345
   13,899
------------
   64,244
------------
   96,008
   14,972
   16,520
    5,110
------------
  132,610
------------
   (68,366)
 (179,765)
-------------
$(248,131)
========
$(245,650)
    (2,481)
--------------
$(248,131)
========
$   (28.51)
========
     8,616
======== | $  48,721
   17,118
------------
   65,839
------------
   96,241
   13,386
   15,895
    6,159
------------
  131,681
------------
   (65,842)
 (178,140)
-------------
$(243,982)
========
$(241,542)
    (2,440)
--------------
$(243,982)
========
$   (28.03)
========
      8,616
======== | $  50,132
   14,529
------------
   64,661
------------
   96,461
   12,163
   19,611
   39,939
------------
  168,174
------------
 (103,513)
 (300,042)
-------------
$(403,555)
========
$(399,519)
    (4,036)
-------------
$(403,555)
========
$   (46.37)
========
      8,616
========

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 6                                                                                                                                                                                                                                                                                                                                                                                                                                                              | 2001
----                                                                                                                                                                                                                                                                           | 2000
----                                                                                                                                                                                                                                                                           | 1999
----                                                                                                                                                                                                                                                                           
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Revenues:
 Interest Income
 Other Income
  Total Revenues
Expenses:
 Asset Management Fee - General Partner
 General and Administrative:
  General Partner
  Other
 Amortization
  Total Expenses
Loss Before Equity in Losses
 of Project Partnerships
Equity in Losses of Project
 Partnerships
Net Loss
Allocation of Net Loss:
 Assignees
 General Partners

Net Loss Per Beneficial
Assignee Certificate
Number of Beneficial Assignee 
Certificates Outstanding | $  48,609
    8,932
------------
   57,541
------------
 106,125
  15,803
  18,600
  13,314
-----------
 153,842
-----------
 (96,301)
 (384,730)
-------------
$(481,031)
========
$(476,221)
    (4,810)
-------------
$(481,031)
========
$  (47.13)
========
   10,105
======== | $  46,177
    8,057
------------
   54,234
------------
 106,486
  14,130
  16,986
  14,982
-----------
 152,584
-----------
 (98,350)
 (433,597)
-------------
$(531,947)
========
$(526,628)
    (5,319)
-------------
$(531,947)
========
$  (52.12)
========
   10,105
======== | $  46,807
    3,915
------------
   50,722
------------
 106,815
  12,839
  17,635
  13,352
-----------
 150,641
-----------
 (99,919)
 (601,405)
-------------
$(701,324)
========
$(694,311)
    (7,013)
--------------
$(701,324)
========
$  (68.54)
========
   10,105
========

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,

|TOTAL SERIES 2 - 6                                                                                                                                                                                                                                                                                                                                            | 2001
----                                                                                                                                                                                                                                                                           | 2000
----                                                                                                                                                                                                                                                                        | 1999
----                                                                                                                                                                                                                                                                        
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Revenues:
 Interest Income
 Other Income
  Total Revenues
Expenses:
 Asset Management Fee-General Partner
 General and Administrative:
  General Partner
  Other
 Amortization
  Total Expenses
Loss Before Equity in Losses
 of Project Partnerships
Equity in Losses of Project
 Partnerships
Net Loss
Allocation of Net Loss:
 Assignees
 General Partners | $  201,606
     66,823
--------------
   268,429
--------------
   411,259
    61,549
    70,821
    26,633
-------------
   570,262
-------------
  (301,833)
  (921,245)
--------------
$(1,223,078)
=========
$(1,210,847)
     (12,231)
----------------
$(1,223,078)
========= | $  194,630
    66,023
-------------
   260,653
-------------
   412,371
    55,028
    68,296
    32,180
-------------
   567,875
-------------
  (307,222)
(1,017,804)
--------------
$(1,325,026)
=========
$(1,311,776)
     (13,250)
----------------
$(1,325,026)
========= | $  200,243
    47,546
--------------
   247,789
--------------
   413,39
    50,004
    73,345
   230,142
-------------
   766,883
-------------
  (519,094)
(1,343,085)
--------------
$(1,862,179)
=========
$(1,843,557)
     (18,622)
----------------
$(1,862,179)
=========

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, 2001, 2000 AND 1999:

|SERIES 2                                                                                                                           | Assignees
---------                                                                                                                    | General
Partners
--------                                                                                                                         | Total
-----                                                                                                                              
|---------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------
|Balance at March 31, 1998
Net Loss
Balance at March 31, 1999
Net Loss
Balance at March 31, 2000
Net Loss
Balance at March 31, 2001 | $  749,952
  (219,092)
--------------
   530,860
  (164,873)
--------------
   365,987
  (122,340)
--------------
$  243,647
========= | $  (46,768)
     (2,213)
---------------
    (48,981)
     (1,665)
---------------
    (50,646)
     (1,236)
--------------
$  (51,882)
========= | $  703,184
   (221,305)
--------------
   481,879
   (166,538)
--------------
   315,341
   (123,576)
--------------
$  191,765
=========

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, 2001, 2000 AND 1999:

|SERIES 3                                                                                                                           | Assignees
---------                                                                                                                                 | General
Partners
--------                                                                                                                               | Total
-----                                                                                                                                  
|---------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------
|Balance at March 31, 1998
Net Loss
Balance at March 31, 1999
Net Loss
Balance at March 31, 2000
Net Loss
Balance at March 31, 2001 | $   602,863
    (185,451)
---------------
    417,412
    (145,597)
---------------
    271,815
     (58,090)
---------------
$   213,725
========= | $   (42,209)
      (1,873)
---------------
    (44,082)
      (1,471)
---------------
    (45,553)
        (587)
---------------
$   (46,140)
========= | $  560,654
   (187,324)
---------------
    373,330
   (147,068)
---------------
    226,262
    (58,677)
---------------
$  167,585
========

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, 2001, 2000 AND 1999:

|SERIES 4                                                                                                                           | Assignees
---------                                                                                                                                      | General
Partners
--------                                                                                                                      | Total
-----                                                                                                                                         
|---------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------
|Balance at March 31, 1998
Net Loss
Balance at March 31, 1999
Net Loss
Balance at March 31, 2000
Net Loss
Balance at March 31, 2001 | $ 1,311,156
    (345,184)
----------------
     965,972
    (233,136)
----------------
     732,836
    (308,546)
----------------
$   424,290
========= | $  (48,022)
     (3,487)
--------------
    (51,509)
     (2,355)
--------------
    (53,864)
     (3,117)
--------------
$  (56,981)
======== | $ 1,263,134
    (348,671)
---------------
    914,463
    (235,491)
----------------
    678,972
    (311,663)
---------------
$   367,309
=========

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, 2001, 2000 AND 1999:

|SERIES 5                                                                                                                           | Assignees
---------                                                                                                                               | General
Partners
--------                                                                                                                         | Total
-----                                                                                                                                     
|---------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------
|Balance at March 31, 1998
Net Loss
Balance at March 31, 1999
Net Loss
Balance at March 31, 2000
Net Loss
Balance at March 31, 2001 | $ 2,012,865
    (399,519)
----------------
  1,613,346
   (241,542)
---------------
  1,371,804
   (245,650)
---------------
$ 1,126,154
======== | $  (56,055)
     (4,036)
---------------
    (60,091)
     (2,440)
---------------
    (62,531)
     (2,481)
---------------
$  (65,012)
======== | $ 1,956,810
    (403,555)
---------------
  1,553,255
   (243,982)
--------------
 1,309,273
   (248,131)
---------------
$ 1,061,142
 =========

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, 2001, 2000 AND 1999:

|SERIES 6                                                                                                                           | Assignees
---------                                                                                                                  | General
Partners
--------                                                                                                                       | Total
-----                                                                                                                          
|---------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------
|Balance at March 31, 1998
Net Loss
Balance at March 31, 1999
Net Loss
Balance at March 31, 2000
Net Loss
Balance at March 31, 2001 | $3,572,169
  (694,311)
-------------
 2,877,858
  (526,628)
--------------
 2,351,230
  (476,221)
--------------
$1,875,009
======== | $  (53,540)
     (7,013)
--------------
    (60,553)
     (5,319)
--------------
    (65,872)
     (4,810)
--------------
$  (70,682)
========= | $3,518,629
  (701,324)
--------------
 2,817,305
  (531,947)
--------------
 2,285,358
  (481,031)
--------------
$1,804,327
========

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, 2001, 2000 AND 1999:

|TOTAL SERIES 2 - 6                                                                                                                 | Assignees
---------                                                                                                                                | General
Partners
--------                                                                                                                                | Total
-----                                                                                                                                             
|---------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------
|Balance at March 31, 1998
Net Loss
Balance at March 31, 1999
Net Loss
Balance at March 31, 2000
Net Loss
Balance at March 31, 2001 | $ 8,249,005
  (1,843,557)
---------------
  6,405,448
  (1,311,776)
---------------
  5,093,672
  (1,210,847)
---------------
$ 3,882,825
======== | $  (246,594)
     (18,622)
---------------
    (265,216)
     (13,250)
---------------
   (278,466)
     (12,231)
---------------
$  (290,697)
========= | $ 8,002,411
  (1,862,179)
----------------
  6,140,232
  (1,325,026)
----------------
  4,815,206
  (1,223,078)
----------------
$  3,592,128
==========

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, 2001, 2000 AND 1999:

|SERIES 2
--------                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 2001
----                                                                                                                                                                                                                      | 2000
----                                                                                                                                                                                                                        | 1999
----                                                                                                                                                                                                                       
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Cash Flows from Operating Activities:
  Net Loss
  Adjustments to Reconcile Net Loss to Net Cash   Used in Operating Activities:
    Amortization
    Accreted Interest Income on Investments in     Securities
    Equity in Losses of Project Partnerships
    Interest Income from Redemption of Securities
    Distributions Included in Other Income
    Changes in Operating Assets and Liabilities:
      Increase in Payable to General Partners
        Net Cash Used in Operating Activities
Cash Flows from Investing Activities:
  Distributions Received from Project Partnerships
  Redemption of Investment in Securities
        Net Cash Provided by Investing Activities
Increase in Cash and Cash Equivalents
Cash and Cash Equivalents at Beginning of Year
Cash and Cash Equivalents at End of Year | $(123,576)
     1,801
   (21,814)
    76,493
    23,537
    (8,982)
   35,262
------------
   (17,279)
------------
   14,374
   28,263
------------
   42,637
------------
   25,358
  188,570
------------
$ 213,928
======= | $(166,538)
     3,263
   (23,854)
  115,544
    20,241
    (7,170)
    36,547
-------------
   (21,967)
-------------
   11,727
   29,297
------------
   41,024
------------
   19,057
  169,513
------------
$ 188,570
======= | $(221,305)
    46,949
   (25,554)
  126,899
    16,834
    (6,937)
    28,793
-------------
   (34,321)
-------------
   12,315
   30,668
------------
   42,983
------------
    8,662
  160,851
------------
$ 169,513
=======

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, 2001, 2000 AND 1999:

|SERIES 3
------                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | 2001
----                                                                                                                                                                                                                | 2000
----                                                                                                                                                                                                                 | 1999
----                                                                                                                                                                                                                 
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Cash Flows from Operating Activities:
  Net Loss
  Adjustments to Reconcile Net Loss to Net Cash   Used in Operating Activities:
    Amortization
    Accreted Interest Income on Investments in     Securities
    Equity in Losses of Project Partnerships
    Interest Income from Redemption of Securities
    Distributions Included In Other Income
    Changes in Operating Assets and Liabilities:
      Increase in Payable to General Partners
        Net Cash Used in Operating Activities
Cash Flows from Investing Activities:
  Distributions Received from Project Partnerships
  Redemption of Investment in Securities
        Net Cash Provided by Investing Activities
Increase in Cash and Cash Equivalents
Cash and Cash Equivalents at Beginning of Year
Cash and Cash Equivalents at End of Year | $ (58,677)
    1,120
  (19,403)
   26,094
   20,936
  (22,840)
   25,081
------------
  (27,689)
------------
   24,678
   25,139
------------
   49,817
------------
   22,128
  155,487
------------
$ 177,615
======= | $ (147,068)
    1,120
  (21,218)
  114,700
   18,004
  (22,645)
   23,099
------------
  (34,008)
------------
   25,455
   26,059
------------
   51,514
------------
   17,506
  137,981
------------
$ 155,487
======= | $ (187,324
   44,070
  (22,729)
  105,820
   14,974
   (14,515)
   10,980
------------
  (48,724)
------------
   23,805
   27,278
------------
   51,083
------------
    2,359
  135,622
-------------
$ 137,981
=======

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, 2001, 2000 AND 1999:

|SERIES 4
--------                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 2001
----                                                                                                                                                                                                                                                   | 2000
----                                                                                                                                                                                                                                                   | 1999
----                                                                                                                                                                                                                                                  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Cash Flows from Operating Activities:
  Net Loss
  Adjustments to Reconcile Net Loss to Net Cash   Used in Operating Activities:
    Amortization
    Accreted Interest Income on Investments in     Securities
    Equity in Losses of Project Partnerships
    Interest Income from Redemption of Securities
    Distributions Included In Other Income
    Changes in Operating Assets and Liabilities:
      Increase in Payable to General Partners
        Net Cash Used in Operating Activities
Cash Flows from Investing Activities:
  Distributions Received from Project Partnerships
  Redemption of Investment in Securities
        Net Cash Provided by Investing Activities
Increase in Cash and Cash Equivalents
Cash and Cash Equivalents at Beginning of Year
Cash and Cash Equivalents at End of Year | $ (311,663)
      5,288
    (24,581)
   254,163
     26,523
    (12,170)
     36,712
--------------
    (25,728)
--------------
     16,722
     31,849
--------------
     48,571
--------------
     22,843
   226,648
--------------
$  249,491
======== | $ (235,491)
      6,656
    (26,881)
   175,823
     22,808
    (11,033)
     36,909
--------------
    (31,209)
--------------
     17,210
     33,015
--------------
     50,225
--------------
     19,016
   207,632
--------------
$  226,648
======== | $ (348,671)
     85,832
    (28,796)
   208,919
     18,970
     (7,650)
     29,219
--------------
    (42,177)
--------------
     18,374
     34,559
--------------
     52,933
--------------
     10,756
   196,876
--------------
$  207,632
========

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, 2001, 2000 AND 1999:

|SERIES 5
--------                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 2001
----                                                                                                                                                                                                                                               | 2000
----                                                                                                                                                                                                                                              | 1999
----                                                                                                                                                                                                                                                
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Cash Flows from Operating Activities:
  Net Loss
  Adjustments to Reconcile Net Loss to Net Cash   Used in Operating Activities:
    Amortization
    Accreted Interest Income on Investments in     Securities
    Equity in Losses of Project Partnerships
    Interest Income from Redemption of Securities
    Distributions Included In Other Income
    Changes in Operating Assets and Liabilities:
      Increase in Payable to General Partners
        Net Cash Used in Operating Activities
Cash Flows from Investing Activities:
  Distributions Received from Project Partnerships
  Redemption of Investment in Securities
        Net Cash Provided by Investing Activities
Increase in Cash and Cash Equivalents
Cash and Cash Equivalents at Beginning of Year
Cash and Cash Equivalents at End of Year | $ (248,131)
      5,110
    (30,637)
   179,765
    33,057
    (13,899)
    38,940
--------------
    (35,795)
--------------
     28,246
     39,696
--------------
    67,942
--------------
    32,147
    318,707
--------------
$ 350,854
======== | $ (243,982)
      6,159
    (33,503)
   178,140
    28,428
    (17,118)
    39,490
--------------
    (42,386)
--------------
     26,951
     41,148
--------------
    68,099
--------------
    25,713
   292,994
--------------
$ 318,707
======== | $ (403,555)
     39,939
    (35,890)
   300,042
    23,644
    (14,529)
    30,403
--------------
    (59,946)
--------------
      29,054
      43,073
--------------
    72,127
--------------
    12,181
   280,813
--------------
$  292,994
========

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, 2001, 2000 AND 1999:

|SERIES 6
-----                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | 2001
----                                                                                                                                                                                                                                                   | 2000
----                                                                                                                                                                                                                                                  | 1999
----                                                                                                                                                                                                                                                
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Cash Flows from Operating Activities:
  Net Loss
  Adjustments to Reconcile Net Loss to Net Cash   Used in Operating Activities:
    Amortization
    Accreted Interest Income on Investments in     Securities
    Equity in Losses of Project Partnerships
    Interest Income from Redemption of Securities
    Distributions Included In Other Income
    Changes in Operating Assets and Liabilities:
      Increase in Payable to General Partners
         Net Cash Used in Operating
Activities
Cash Flows from Investing Activities
  Distributions Received from Project Partnerships
  Redemption of Investment in Securities
        Net Cash Provided by Investing Activities
Increase in Cash and Cash Equivalents
Cash and Cash Equivalents at Beginning of Year
Cash and Cash Equivalents at End of Year | $ (481,031)
     13,314
    (26,573)
   384,730
     24,290
     (8,932)
     51,927
--------------
    (42,275)
--------------
     23,401
     33,710
--------------
     57,111
--------------
     14,836
   422,800
--------------
$  437,636
======== | $ (531,947)
     14,982
    (28,202)
   433,597
     20,134
     (8,057)
     52,581
--------------
    (46,912)
--------------
    26,174
     34,866
--------------
     61,040
--------------
     14,128
   408,672
--------------
$  422,800
======== | $ (701,324)
     13,352
    (29,359)
   601,405
     15,983
     (3,915)
     43,393
--------------
    (60,465)
--------------
    27,865
     35,017
--------------
     62,882
--------------
     2,417
   406,255
--------------
$  408,672
========

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, 2001, 2000 AND 1999:

|TOTAL SERIES 2 - 6
------------------                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | 2001
----                                                                                                                                                                                                                                                                    | 2000
----                                                                                                                                                                                                                                                                     | 1999
----                                                                                                                                                                                                                                                                   
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Cash Flows from Operating Activities:
  Net Loss
  Adjustments to Reconcile Net  Loss to Net Cash   Used in Operating Activities:
    Amortization
    Accreted Interest Income on Investments in     Securities
    Equity in Losses of Project Partnerships
    Interest Income from Redemption of Securities
    Distributions Included In Other Income
    Changes in Operating Assets and Liabilities:
      Increase in Payable to General Partners
        Net Cash Used in Operating Activities
Cash Flows from Investing Activities:
  Distributions Received from Project Partnerships
  Redemption of Investment in Securities
        Net Cash Provided by Investing Activities
Increase in Cash and Cash Equivalents
Cash and Cash Equivalents at Beginning of Year
Cash and Cash Equivalents at End of Year | $(1,223,078)
     26,633
    (123,008)
    921,245
    128,343
     (66,823)
    187,922
---------------
    (148,766)
---------------
     107,421
     158,657
---------------
     266,078
---------------
     117,312
  1,312,212
---------------
$ 1,429,524
========= | $(1,325,026)
      32,180
    (133,658)
  1,017,804
    109,615
     (66,023)
    188,626
---------------
    (176,482)
---------------
     107,517
     164,385
---------------
     271,902
---------------
      95,420
  1,216,792
---------------
$ 1,312,212
========= | $(1,862,179)
    230,142
    (142,328)
  1,343,085
     90,405
     (47,546)
    142,788
---------------
    (245,633)
---------------
     111,413
     170,595
---------------
     282,008
---------------
      36,375
  1,180,417
---------------
$ 1,216,792
=========

See accompanying notes to financial statements.

---

GATEWAY TAX CREDIT FUND II LTD.(A Florida Limited Partnership)NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2001, 2000 AND 1999

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, 2001, 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, 2001.  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 for the year ended December 31, 1999.

Reclassifications

For comparability, the 2000 and 1999 figures have been reclassified, where appropriate, to conform with the financial statement presentation used in 2001.

NOTE 3 - INVESTMENT IN SECURITIES:

The March 31, 2001 Balance Sheet includes Investment in Securities consisting of U.S. Government Security Strips which represents their cost, plus accreted interest income of $150,923 for Series 2, $134,243 for Series 3, $170,073 for Series 4, $211,976 for Series 5 and $156,014 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.

|         | Estimated Market
     Value        
----------------- | Cost Plus Accreted      Interest       
----------------- | Gross Unrealized
Gains and (Losses)
----------------
|-------- | ----------------------------------------------------- | --------------------------------------------------------- | ----------------------------------------------------
|Series 2 | $319,038                                              | $296,295                                                  | $22,743                                             
|Series 3 | 283,685                                               | 263,548                                                   | 20,137                                              
|Series 4 | 359,542                                               | 333,889                                                   | 25,653                                              
|Series 5 | 447,984                                               | 416,150                                                   | 31,834                                              
|Series 6 | 372,091                                               | 341,751                                                   | 30,340                                              

As of March 31, 2001, the cost and accreted interest of debt securities by contractual maturities is as follows:

|                                      | Series 2
--------  | Series 3
--------  | Series 4
-------- 
|------------------------------------- | ------------------ | ------------------ | ------------------
|Due within 1 year                     | $ 53,836           | $ 47,886           | $ 60,666          
|After 1 year through 5 years          | 197,604            | 175,765            | 222,677           
|After 5 years through 10 years        | 44,855
----------- | 39,897
----------- | 50,546
-----------
|Total Amount Carried on Balance Sheet | $296,295
======    | $263,548
======    | $333,889
======   

|                                      | Series 5
--------  | Series 6
--------  | Total
--------       
|------------------------------------- | ------------------ | ------------------ | ---------------------
|Due within 1 year                     | $ 75,613           | $ 58,858           | $  296,859           
|After 1 year through 5 years          | 277,538            | 228,847            | 1,102,431            
|After 5 years through 10 years        | 62,999
----------- | 54,046
----------- | 252,343
-------------
|Total Amount Carried on Balance Sheet | $416,150
=======   | $341,751
======    | $1,651,633
========  

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.

For the years ended March 31, 2001, 2000 and 1999 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.

|         | 2001
----            | 2000
----            | 1999
----           
|-------- | -------------------- | -------------------- | --------------------
|Series 2 | $ 68,361             | $ 68,511             | $ 68,648            
|Series 3 | 63,104               | 63,301               | 63,479              
|Series 4 | 77,661               | 77,832               | 77,989              
|Series 5 | 96,008               | 96,241               | 96,461              
|Series 6 | 106,125
------------ | 106,486
------------ | 106,815
------------
|Total    | $411,259
=======     | $412,371
=======     | $413,392
=======    

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

|         | 2001
----        | 2000
----        | 1999
----       
|-------- | ---------------- | ---------------- | ----------------
|Series 2 | $ 9,149          | $ 8,181          | $ 7,433         
|Series 3 | 9,565            | 8,552            | 7,771           
|Series 4 | 12,060           | 10,779           | 9,798           
|Series 5 | 14,972           | 13,386           | 12,163          
|Series 6 | 15,803
--------- | 14,130
--------- | 12,839
---------
|         | $61,549          | $55,028          | $50,004         
|Total    | ======           | ======           | ======          

---

NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS:

SERIES 2

As of March 31, 2001, 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, 2001
--------------------                                                                                               | MARCH 31, 2000
--------------------                                                                                               | 
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | --------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------- | 
|Capital Contributions to Project Partnerships and
 purchase price paid for limited partner interests in
 Project Partnerships
Cumulative equity in losses of Project Partnerships (1)
Cumulative distributions received from Project
 Partnerships
Investment in Project Partnerships before Adjustment
Excess of investment cost over the underlying assets
 acquired:
 Acquisition fees and expenses
 Accumulated amortization of acquisition fees and
 expenses
Investments in Project Partnerships | $ 4,524,678
  (4,629,719)
     (79,603)
-------------
    (184,644)
    390,838
     (81,665)
-------------
$   124,529
========= | $ 4,524,678
  (4,553,226)
     (74,211)
-------------
    (102,759)
    390,838
     (79,864)
-------------
$   208,215
========= | 

(1) In accordance with the Partnership's accounting policy to not carry Investments in Project Partnerships below 
 zero, cumulative suspended losses of $2,278,397 for the year ended March 31, 2001 and cumulative suspended 
 losses of $1,743,287 for the year ended March 31, 2000 are not included.

---

SERIES 3

As of March 31, 2001, 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, 2001
---------------------                                                                                            | MARCH 31, 2000
---------------------                                                                                               | 
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------- | 
|Capital Contributions to Project Partnerships and
 purchase price paid for limited partner interests in Project
 Partnerships
Cumulative equity in losses of Project Partnerships (1)
Cumulative distributions received from Project
 Partnerships
Investment in Project Partnerships before Adjustment
Excess of investment cost over the underlying assets
 acquired:
 Acquisition fees and expenses
 Accumulated amortization of acquisition fees and
 expenses
Investments in Project Partnerships | $ 3,888,713
  (4,068,395)
    (160,514)
------------
    (340,196)
    491,746
     (80,412)
-------------
$    71,138
======== | $ 3,888,713
  (4,042,301)
    (158,676)
-------------
    (312,264)
    491,746
     (79,292)
--------------
$   100,190
========= | 

(1) In accordance with the Partnership's accounting policy to not carry Investments in Project Partnerships below 
 zero, cumulative suspended losses of $3,164,318 for the year ended March 31, 2001 and cumulative suspended 
 losses of $2,455,000 for the year ended March 31, 2000 are not included.

---

SERIES 4

As of March 31, 2001, 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, 2001
----------------------                                                                                            | MARCH 31, 2000
---------------------                                                                                              | 
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------- | 
|Capital Contributions to Project Partnerships and
 purchase price paid for limited partner interests in
 Project Partnerships
Cumulative equity in losses of Project Partnerships (1)
Cumulative distributions received from Project
 Partnerships
Investment in Project Partnerships before Adjustment
Excess of investment cost over the underlying assets
 acquired:
 Acquisition fees and expenses
 Accumulated amortization of acquisition fees and
 expenses
Investments in Project Partnerships | $ 4,952,519
  (5,064,172)
    (111,719)
-------------
    (223,372)
     562,967
    (115,906)
------------
$   223,689
======== | $ 4,952,519
  (4,810,009)
    (107,167)
-------------
      35,343
     562,967
    (110,618)
-------------
$   487,692
========= | 

(1) In accordance with the Partnership's accounting policy to not carry Investments in Project Partnerships below 
 zero, cumulative suspended losses of $2,124,143 for the year ended March 31, 2001 and cumulative suspended 
 losses of $1,531,158 for the year ended March 31, 2000 are not included.

---

SERIES 5

As of March 31, 2001, 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, 2001
---------------------                                                                                             | MARCH 31, 2000
---------------------                                                                                              | 
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------- | 
|Capital Contributions to Project Partnerships and
 purchase price paid for limited partner interests in Project
 Partnerships
Cumulative equity in losses of Project Partnerships (1)
Cumulative distributions received from Project
 Partnerships
Investment in Project Partnerships before Adjustment
Excess of investment cost over the underlying assets
 acquired:
 Acquisition fees and expenses
 Accumulated amortization of acquisition fees and
 expenses
Investments in Project Partnerships | $ 6,164,472
  (5,765,304)
    (170,895)
------------
     228,273
     650,837
    (126,883)
-------------
$   752,227
========= | $ 6,164,472
  (5,585,539)
    (156,548)
------------
     422,385
     650,837
    (121,773)
--------------
$   951,449
========= | 

(1) In accordance with the Partnership's accounting policy to not carry Investments in Project Partnerships below 
 zero, cumulative suspended losses of $2,431,381 for the year ended March 31, 2001 and cumulative suspended 
 losses of $1,642,901 for the year ended March 31, 2000 are not included.

---

SERIES 6

As of March 31, 2001, 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, 2001
---------------------                                                                                               | MARCH 31, 2000
---------------------                                                                                                  | 
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ---------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------- | 
|Capital Contributions to Project Partnerships and
 purchase price paid for limited partner interests in
 Project Partnerships
Cumulative equity in losses of Project Partnerships (1)
Cumulative distributions received from Project
 Partnerships
Investment in Project Partnerships before Adjustment
Excess of investment cost over the underlying assets
 acquired:
 Acquisition fees and expenses
 Accumulated amortization of acquisition fees and
 expenses
Investments in Project Partnerships | $ 7,462,215
  (6,314,551)
    (178,242)
---------------
    969,422
    785,179
   (169,724)
---------------
$ 1,584,877
========= | $ 7,462,215
  (5,929,821)
    (163,773)
----------------
   1,368,621
    785,179
    (156,410)
---------------
$ 1,997,390
========= | 

(1) In accordance with the Partnership's accounting policy to not carry Investments in Project Partnerships below 
zero, cumulative suspended losses of $1,552,199 for the year ended March 31, 2001 and cumulative suspended 
 losses of $1,029,135 for the year ended March 31, 2000 are not included.

---

TOTAL SERIES 2 - 6

The following is a summary of Investments in Project Partnerships:

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | MARCH 31, 2001
---------------------                                                                                                       | MARCH 31, 2000
---------------------                                                                                                       | 
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------ | 
|Capital Contributions to Project Partnerships and
 purchase price paid for limited partner interests in
 Project Partnerships
Cumulative equity in losses of Project Partnerships (1)
Cumulative distributions received from Project
 Partnerships
Investment in Project Partnerships before Adjustment
Excess of investment cost over the underlying assets
 acquired:
 Acquisition fees and expenses
 Accumulated amortization of acquisition fees and
 expenses
Investments in Project Partnerships | $ 26,992,597
  (25,842,141)
     (700,973)
--------------
      449,483
   2,881,567
     (574,590)
--------------
$  2,756,460
========== | $ 26,992,597
  (24,920,896)
     (660,375)
--------------
   1,411,326
   2,881,567
     (547,957)
---------------
$  3,744,936
========== | 

---

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,                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|SERIES 2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 2000
----                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|SUMMARIZED BALANCE SHEETS
Assets:
  Current assets
  Investment properties, net
  Other assets
    Total assets
Liabilities and Partners' Equity:
  Current liabilities
  Long-term debt
    Total liabilities
Partners' equity
  Limited Partner
  General Partners
    Total Partners' equity
    Total liabilities and partners' equity
SUMMARIZED STATEMENTS OF OPERATIONS
Rental and other income
Expenses:
  Operating expenses
  Interest expense
  Depreciation and amortization
    Total expenses
      Net loss
Other partners' share of net loss
Partnership's share of net loss
Suspended losses
Equity in Losses of Project Partnerships | $ 2,037,305
 19,005,313
         770
---------------
$21,043,388
=========
$   471,487
 23,050,161
---------------
 23,521,648
---------------
  (2,461,788)
     (16,472)
---------------
  (2,478,260)
---------------
$21,043,388
=========
$ 4,076,622
---------------
  1,761,220
  2,039,917
    893,266
---------------
  4,694,403
---------------
$  (617,781)
=========
$     (6,178)
=========
$  (611,603)
     535,110
----------------
$   (76,493)
=========

As of December 31, 2000, the largest Project Partnership constituted 12.3% and 14.4%, and as of December 31,
 1999 the largest Project Partnership constituted 12.1% and 14.0% of the combined total assets by series and 
 combined total revenues by series, respectively.

---

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,                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|SERIES 3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 2000
----                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|SUMMARIZED BALANCE SHEETS
Assets:
  Current assets
  Investment properties, net
  Other assets
    Total assets
Liabilities and Partners' Equity:
  Current liabilities
  Long-term debt
    Total liabilities
Partners' equity
  Limited Partner
  General Partners
    Total Partners' equity
    Total liabilities and partners' equity
SUMMARIZED STATEMENTS OF OPERATIONS
Rental and other income
Expenses:
  Operating expenses
  Interest expense
  Depreciation and amortization
    Total expenses
      Net loss
Other partners' share of net loss
Partnership's share of net loss
Suspended losses
Equity in Losses of Project Partnerships | $ 2,203,617
 16,040,624
    190,282
---------------
$18,434,523
=========
$   515,063
 21,568,724
--------------
 22,083,787
--------------
  (3,830,418)
    181,154
--------------
  (3,649,264)
--------------
$18,434,523
=========
$ 3,921,448
---------------
  1,782,758
  1,943,451
    941,538
---------------
  4,667,747
---------------
$  (746,299)
=========
$   (10,887)
=========
$  (735,412)
    709,318
---------------
$   (26,094)
=========

As of December 31, 2000, the largest Project Partnership constituted 6.6% and 6.5%, and as of December 31, 
 1999 the largest Project Partnership constituted 6.6% and 6.4% of the combined total assets by series and 
 combined total revenues by series, respectively.

---

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,                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|SERIES 4                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | 2000
----                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|SUMMARIZED BALANCE SHEETS
Assets:
  Current assets
  Investment properties, net
  Other assets
    Total assets
Liabilities and Partners' Equity:
  Current liabilities
  Long-term debt
    Total liabilities
Partners' equity
  Limited Partner
  General Partners
    Total Partners' equity
    Total liabilities and partners' equity
SUMMARIZED STATEMENTS OF OPERATIONS
Rental and other income
Expenses:
  Operating expenses
  Interest expense
  Depreciation and amortization
    Total expenses
       Net loss
Other partners' share of net loss
Partnership's share of net loss
Suspended losses
Equity in Losses of Project Partnerships | $ 2,319,692
 22,426,102
       8,059
---------------
$24,753,853
=========
$   629,914
 26,375,576
--------------
 27,005,490
--------------
  (2,353,411)
    101,774
--------------
  (2,251,637)
--------------
$24,753,853
=========
$ 4,552,896
---------------
  2,321,963
  2,113,809
    976,176
---------------
  5,411,948
---------------
$  (859,052)
=========
$   (11,904)
=========
$  (847,148)
    592,985
---------------
$  (254,163)
=========

As of December 31, 2000, the largest Project Partnership constituted 6.2% and 5.9%, and as of December 31, 
 1999 the largest Project Partnership constituted 5.0% and 6.1% of the combined total assets by series and 
 combined total revenues by series, respectively.

---

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,                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|SERIES 5                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 2000
----                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|SUMMARIZED BALANCE SHEETS
Assets:
  Current assets
  Investment properties, net
  Other assets
    Total assets
Liabilities and Partners' Equity:
  Current liabilities
  Long-term debt
    Total liabilities
Partners' equity
  Limited Partner
  General Partners
    Total Partners' equity
    Total liabilities and partners' equity
SUMMARIZED STATEMENTS OF OPERATIONS
Rental and other income
Expenses:
  Operating expenses
  Interest expense
  Depreciation and amortization
    Total expenses
      Net loss
Other partners' share of net loss
Partnership's share of net loss
Suspended losses
Equity in Losses of Project Partnerships | $ 2,911,097
 28,099,333
       2,552
----------------
$31,012,982
=========
$   733,324
 32,564,539
---------------
 33,297,863
--------------
  (2,139,036)
    (145,845)
---------------
  (2,284,881)
---------------
$31,012,982
=========
$ 5,291,101
---------------
  2,708,108
  2,277,520
  1,283,498
--------------
  6,269,126
--------------
$  (978,025)
=========
$     (9,780)
=========
$  (968,245)
    788,480
--------------
$  (179,765)
=========

As of December 31, 2000, the largest Project Partnership constituted 8.0% and 8.6%, and as of December 31, 
 1999 the largest Project Partnership constituted 8.0% and 8.4% of the combined total assets by series and 
 combined total revenues by series, respectively.

---

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,                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|SERIES 6                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 2000
----                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|SUMMARIZED BALANCE SHEETS
Assets:
  Current assets
  Investment properties, net
  Other assets
    Total assets
Liabilities and Partners' Equity:
  Current liabilities
  Long-term debt
    Total liabilities
Partners' equity
  Limited Partner
  General Partners
    Total Partners' equity
    Total liabilities and partners' equity
SUMMARIZED STATEMENTS OF OPERATIONS
Rental and other income
Expenses:
  Operating expenses
  Interest expense
  Depreciation and amortization
    Total expenses
      Net loss
Other partners' share of net loss
Partnership's share of net loss
Suspended losses
Equity in Losses of Project Partnerships | $ 3,196,719
 31,966,534
       4,857
---------------
$35,168,110
=========
$   697,789
 35,341,376
---------------
 36,039,165
---------------
   (576,890)
   (294,165)
---------------
   (871,055)
---------------
$35,168,110
=========
$ 5,737,151
---------------
  2,604,025
  2,715,299
  1,337,714
---------------
  6,657,038
---------------
$  (919,887)
=========
$   (12,093)
=========
$  (907,794)
   523,064
--------------
$  (384,730)
========

As of December 31, 2000, the largest Project Partnership constituted 6.5% and 6.0%, and as of December 31, 
 1999 the largest Project Partnership constituted 6.7% and 5.8% of the combined total assets by series and 
 combined total revenues by series, respectively.

---

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,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|TOTAL SERIES 2 - 6                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | 2000
----                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|SUMMARIZED BALANCE SHEETS
Assets:
  Current assets
  Investment properties, net
  Other assets
    Total assets
Liabilities and Partners' Equity:
  Current liabilities
  Long-term debt
    Total liabilities
Partners' equity
  Limited Partner
  General Partners
    Total Partners' equity
    Total liabilities and partners' equity
SUMMARIZED STATEMENTS OF OPERATIONS
Rental and other income
Expenses:
  Operating expenses
  Interest expense
  Depreciation and amortization
    Total expenses
      Net loss
Other partners' share of net loss
Partnership's share of net loss
Suspended losses
Equity in Losses of Project Partnerships | $ 12,668,430
 117,537,906
      206,520
-----------------
$130,412,856
==========
$  3,047,577
 138,900,376
----------------
 141,947,953
----------------
 (11,361,543)
    (173,554)
----------------
 (11,535,097)
----------------
$130,412,856
==========
$ 23,579,218
----------------
  11,178,074
  11,089,996
   5,432,192
----------------
  27,700,262
----------------
$ (4,121,044)
=========
$    (50,842)
=========
$ (4,070,202)
   3,148,957
---------------
$   (921,245)
=========

---

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 | $(2,461,788)                                            | $(184,644)                                   
|Series 3 | (3,830,418)                                             | (340,196)                                    
|Series 4 | (2,353,411)                                             | (223,372)                                    
|Series 5 | (2,139,036)                                             | 228,273                                      
|Series 6 | (576,890)                                               | 969,422                                      

The report of the independent certified public accountants with respect to the financial statements of one Project
 Partnership expressed substantial doubt as to the Project Partnership's ability to continue as a going concern. 
  Gateway's net investment in this Project Partnership at March 31, 2001 and 2000 is zero.  Gateway's original 
 investment in the Project Partnership approximated $176,850.  Through December 31, 2000, the Project Partnership
 has had recurring losses from operations and has a net capital deficiency.

---

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:

|SERIES 2                                                                                                                                          | 2001
----                                | 2000
----                                | 1999
----                               
|------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------- | ---------------------------------------- | ----------------------------------------
|Net Loss per Financial Statements                                                                                                                 | $(123,576)                               | $(166,538)                               | $(221,305)                              
|Equity in Losses of Project Partnerships for
 tax purposes less than (in excess of) losses
 for financial statement purposes                      | (607,544)                                | (667,867)                                | (665,541)                               
|Adjustments to convert March 31, fiscal year
 end to December 31, taxable year end                                                                | (1,157)                                  | (42,530)                                 | 37,811                                  
|Items Expensed for Financial Statement
 purposes not expensed for Tax purposes:
  Asset Management Fee
  Amortization Expense
  Other Adjustments | 34,070
    2,074
   (7,170)
------------ | 35,353
   46,550
   (6,936)
------------ | 31,029
    5,270
   (3,839)
------------
|Partnership loss for tax purposes as of
 December 31                                                                                              | $(703,303)
========                      | $(801,968)
========                      | $(816,575)
========                     
|                                                                                                                                                  | December 31,
2000
------------           | December 31,
1999
------------           | December 31,
1998
------------          
|Federal Low Income Housing Tax Credits
 (Unaudited)                                                                                               | $1,007,776
========                      | $1,030,466
========                      | $1,030,466
========                     

The differences in the assets and liabilities of the Series for financial reporting purposes and tax reporting purposes 
 for the year ended March 31, 2001 are as follows:

Financial                  Tax
                                                                 Reporting                 Reporting
                                                                 Purposes                 Purposes             
Differences
Investments in Local
  Limited Partnerships                                $ 124,529                $(3,193,522)
        $ 3,318,051
Other Assets                                             $ 510,223                $ 1,233,604 
        $  (723,381)
Liabilities                                                   $ 442,987                $       3,062           $   439,925

---

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

|SERIES 3                                                                                                                                          | 2001
----                                       | 2000
----                                  | 1999
----                                   
|------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------- | ------------------------------------------ | --------------------------------------------
|Net Loss per Financial Statements                                                                                                                 | $   (58,677)                                    | $  (147,068)                               | $  (187,324)                                
|Equity in Losses of Project Partnerships for
 tax purposes less than (in excess of) losses
 for financial statement purposes                      | (729,147)                                       | (617,452)                                  | (559,823)                                   
|Adjustments to convert March 31, fiscal year
 end to December 31, taxable year end                                                                | 2,342                                           | (48,955)                                   | 53,171                                      
|Items Expensed for Financial Statement
 purposes not expensed for Tax purposes:
  Asset Management Fee
  Amortization Expense
  Other Adjustments | 23,675
        (320)
     (22,645)
------------ | 22,159
    43,005
   (14,514)
------------ | 13,609
      9,979
    (34,964)
------------
|Partnership loss for tax purposes as of
 December 31                                                                                              | $  (784,772)
=========                          | $  (762,825)
=========                     | $  (705,352)
=========                      
|                                                                                                                                                  | December 31,
2000
--------------                | December 31,
1999
--------------           | December 31,
1998
--------------            
|Federal Low Income Housing Tax Credits
 (Unaudited)                                                                                               | $   246,310
=========                           | $   379,668
=========                      | $   904,132
=========                       

The differences in the assets and liabilities of the Series for financial reporting purposes and tax reporting purposes
 for the year ended March 31, 2001 are as follows:

Financial                 Tax
                                                                  Reporting                Reporting
                                                                  Purposes               Purposes         
Differences

Investments in Local
  Limited Partnerships                                 $  71,138               $(3,105,816)         $3,176,954
Other Assets                                              $ 441,163              $ 1,085,153 
         $ (643,990)
Liabilities                                                    $ 344,716              $       3,192            $  341,524

---

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

|SERIES 4                                                                                                                                          | 2001
----                                    | 2000
----                                     | 1999
----                                    
|------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------- | --------------------------------------------- | ---------------------------------------------
|Net Loss per Financial Statements                                                                                                                 | $  (311,663)                                 | $  (235,491)                                  | $  (348,671)                                 
|Equity in Losses of Project Partnerships for
 tax purposes less than (in excess of) losses
 for financial statement purposes                      | (733,176)                                    | (657,984)                                     | (611,767)                                    
|Adjustments to convert March 31, fiscal year
 end to December 31, taxable year end                                                                | (255)                                        | (81,152)                                      | 68,041                                       
|Items Expensed for Financial Statement
 purposes not expensed for Tax purposes:
  Asset Management Fee
  Amortization Expense
  Other Adjustments | 34,814
      5,852
    (11,033)
------------ | 35,656
     85,586
      (7,650)
------------ | 32,527
     13,104
      (4,384)
------------
|Partnership loss for tax purposes as of
 December 31                                                                                              | $(1,015,461)
========                        | $  (861,035)
========                         | $  (851,150)
=========                       
|                                                                                                                                                  | December 31,
2000
------------               | December 31,
1999
------------                | December 31,
1998
------------               
|Federal Low Income Housing Tax Credits
 (Unaudited)                                                                                               | $ 1,157,673
===========                      | $ 1,177,677
===========                       | $ 1,177,677
===========                      

The differences in the assets and liabilities of the Series for financial reporting purposes and tax reporting purposes
 for the year ended March 31, 2001 are as follows:

Financial                   Tax
                                                                 Reporting                  Reporting
                                                                 Purposes                 Purposes             DifferencesInvestments in Local
  Limited Partnerships                                $ 223,689                 $(3,570,270)        $3,793,959
Other Assets                                             $ 583,380                  $ 1,404,735         $ (821,355)
Liabilities                                                   $ 439,760                  $       4,037          $  435,723

---

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

|SERIES 5                                                                                                                                          | 2001
----                                    | 2000
----                                    | 1999
----                                    
|------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------- | -------------------------------------------- | ---------------------------------------------
|Net Loss per Financial Statements                                                                                                                 | $  (248,131)                                 | $  (243,982)                                 | $  (403,555)                                 
|Equity in Losses of Project Partnerships for
 tax purposes less than (in excess of) losses
 for financial statement purposes                      | (866,880)                                    | (831,003)                                    | (828,115)                                    
|Adjustments to convert March 31, fiscal year
 end to December 31, taxable year end                                                                | 4,320                                        | (30,361)                                     | 12,889                                       
|Items Expensed for Financial Statement
 purposes not expensed for Tax purposes:
  Asset Management Fee
  Amortization Expense
  Other Adjustments | 36,613
      5,883
    (17,118)
------------ | 38,069
     35,067
    (14,529)
------------ | 34,182
     14,276
      (3,133)
------------
|Partnership loss for tax purposes as of
 December 31                                                                                              | $(1,085,313)
========                        | $(1,046,739)
========                        | $(1,173,456)
========                        
|                                                                                                                                                  | December 31,
2000
------------               | December 31,
1999
------------               | December 31,
1998
------------               
|Federal Low Income Housing Tax Credits
 (Unaudited)                                                                                               | $ 1,432,923
========                         | $ 1,432,448
========                         | $ 1,432,378
========                         

The differences in the assets and liabilities of the Series for financial reporting purposes and tax reporting 
 purposes for the year ended March 31, 2001 are as follows:

Financial                Tax
                                                                      Reporting              Reporting
                                                                      Purposes              Purposes              
DifferencesInvestments in Local
  Limited Partnerships                                     $ 752,227             $(2,837,933)          $  3,590,160
Other Assets                                                  $ 767,004             $ 1,781,886            $(1,014,882)
Liabilities                                                        $ 458,089             $       4,797             $    453,292

---

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

|SERIES 6                                                                                                                                          | 2001
----                                     | 2000
----                                     | 1999
----                                  
|------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------- | --------------------------------------------- | -------------------------------------------
|Net Loss per Financial Statements                                                                                                                 | $  (481,031)                                  | $  (531,947)                                  | $  (701,324)                               
|Equity in Losses of Project Partnerships for
 tax purposes less than (in excess of) losses
 for financial statement purposes                      | (734,221)                                     | (667,038)                                     | (642,061)                                  
|Adjustments to convert March 31, fiscal
 year end to December 31, taxable year end                                                                | 1,053                                         | 894                                           | (7,368)                                    
|Items Expensed for Financial Statement
 purposes not expensed for Tax purposes:
  Asset Management Fee
  Amortization Expense
  Other Adjustments | 49,073
     14,175
      (8,057)
------------ | 51,057
     10,829
      (3,915)
------------ | 47,319
     17,305
     (1,325)
-----------
|Partnership loss for tax purposes as of
 December 31                                                                                              | $(1,159,008)
========                         | $(1,140,120)
========                         | $(1,287,454)
========                      
|                                                                                                                                                  | December 31,
2000
------------                | December 31,
1999
------------                | December 31,
1998
------------             
|Federal Low Income Housing Tax Credits
 (Unaudited)                                                                                               | $ 1,690,085
========                          | $ 1,690,086
========                          | $ 1,689,792
========                       

The differences in the assets and liabilities of the Series for financial reporting purposes and tax reporting purposes for the year ended March 31, 2001 are as follows:

Financial                 Tax
                                                                    Reporting                Reporting
                                                                    Purposes               Purposes             
Differences
Investments in Local
  Limited Partnerships                                   $ 1,584,877           $(1,743,670)          $ 3,328,547
Other Assets                                                $   779,387            $ 1,943,869           $(1,164,482)
Liabilities                                                      $  559,937             $        5,349           $    554,588

---

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

|TOTAL SERIES 2 - 6                                                                                                                                | 2001
----                                   | 2000
----                                   | 1999
----                                  
|------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------- | ------------------------------------------- | -------------------------------------------
|Net Loss per Financial Statements                                                                                                                 | $(1,223,078)                                | $(1,325,026)                                | $(1,862,179)                               
|Equity in Losses of Project Partnerships for
 tax purposes less than (in excess of) losses
 for financial statement purposes                      | (3,670,968)                                 | (3,441,344)                                 | (3,307,307)                                
|Adjustments to convert March 31, fiscal
 year end to December 31, taxable year end                                                                | 6,303                                       | (202,104)                                   | 164,544                                    
|Items Expensed for Financial Statement
 purposes not expensed for Tax purposes:
  Asset Management Fee
  Amortization Expense
  Other Adjustments | 178,245
    27,664
   (66,023)
------------ | 182,294
   221,037
   (47,544)
------------ | 158,666
    59,934
   (47,645)
------------
|Partnership loss for tax purposes as of
 December 31                                                                                              | $(4,747,857)
=========                      | $(4,612,687)
=========                      | $(4,833,987)
=========                     

The difference in the total value of the Partnership's Investment in Project Partnerships is approximately $3,318,000
 higher for Series 2, $3,420,000 higher for Series 3, $3,794,000 higher for Series 4, $3,590,000 higher for Series 5 
 and $3,328,000 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.

The differences in the assets and liabilities of the Fund for financial reporting purposes and tax reporting purposes for
 the year ended March 31, 2001 are as follows:

Financial                   Tax
                                                              Reporting                  Reporting
                                                              Purposes               Purposes         
     Differences

Investments in Local
  Limited Partnerships                             $2,756,460               $(14,451,211)       $17,207,671
Other Assets                                          $3,081,157               $   7,449,247         $(4,368,090)
Liabilities                                                $2,245,489               $        20,437         $ 2,225,052

---

NOTE 7 - SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED):

Series 2Year 2001                             Quarter 1            Quarter 2            Quarter 3          Quarter 4
                                              6/30/2000           9/30/2000          12/31/2000        3/31/2001Total Revenues                       $    8,701            $     8,761           $    8,515           $   8,155
Net Income (Loss)                 $ (67,552)           $ (73,068)           $  16,655           $     389
Earnings (Loss) Per
Weighted Average
Beneficial Assignee
Certificates Outstanding          $  (10.90)           
$   (11.79)           $     2.69            $    0.06



Series 3Year 2001                             Quarter 1             Quarter 2            Quarter 3           Quarter 4
                                              6/30/2000            9/30/2000          12/31/2000         3/31/2001Total Revenues                       $    7,368            $    7,682              $    7,395           $  29,940
Net Income (Loss)          
      $ (23,998)           $ (24,576)            $ (13,401)          $    3,298
Earnings (Loss) Per
Weighted Average
Beneficial Assignee
Certificates Outstanding          $    (4.35)            $    (4.46)             $    (2.44)           $     0.60





Series 4Year 2001                              Quarter 1             Quarter 2             Quarter 3            Quarter 4
                                             6/30/2000            9/30/2000            12/31/2000         3/31/2001Total Revenues                      $    9,724             $   10,110             $     9,814           $  21,497
Net Income (Loss)                $ (78,780)            $ (78,697)             $ (56,387)          $ (97,799)
Earnings (Loss) Per
Weighted Average
Beneficial Assignee
Certificates Outstanding         $  (11.28)             $  (11.27)              $    (8.07)           $  (14.00)



---

Series 5Year 2001                            Quarter 1              Quarter 2               Quarter 3            Quarter 4
                                           6/30/2000              9/30/2000             12/31/2000           3/31/2001Total Revenues                    $  12,609              $  13,042               $  12,642             $  25,951
Net Income (Loss)              $ (84,676)             $ (94,498)             $ (26,885)            $ (42,072)
Earnings (Loss) Per
Weighted Average
Beneficial Assignee
Certificates Outstanding       $    (9.73)              $  (10.86)              $    (3.09)             $    (4.83)



Series 6Year 2001                           Quarter 1             Quarter 2               Quarter 3              Quarter 4
                                           6/30/2000             9/30/2000             12/31/2000           3/31/2001Total Revenues                    $  12,500              $   12,759              $   12,276            $  20,006
Net Income (Loss)              $(151,225)            $(184,659)            $(100,280)           $ (44,867)
Earnings (Loss) Per
Weighted Average
Beneficial Assignee
Certificates Outstanding       $   (14.82)             $   (18.09)             $      (9.82)           $    (4.40)



Series 2 - 6Year 2001                          Quarter 1              Quarter 2               Quarter 3              Quarter 4
                                           6/30/2000            9/30/2000             12/31/2000            3/31/2001Total Revenues                    $  50,902              $   52,354             $ 
  50,642            $ 114,531
Net Income (Loss)              $(406,231)            $(455,498)            $(180,298)           $(181,051)
Earnings (Loss) Per
Weighted Average
Beneficial Assignee
Certificates Outstanding       $  (10.91)              $   (12.24)             $     (4.84)            $     (4.86)

---

NOTE 7 - SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) (Continued):

Series 2Year 2000                         Quarter 1               Quarter 2               Quarter 3              Quarter 4
                                          6/30/1999              9/30/1999             12/31/1999           3/31/2000Total Revenues                  $    7,982                $    8,235                $    8,413            $  15,568
Net Income (Loss)            $ (59,519)               $ (94,240)              $ (77,024)           $  64,245
Earnings (Loss) Per
Weighted Average
Beneficial Assignee
Certificates Outstanding     $   (9.60)                 $   (15.21)              $  (12.43)            $    10.37





Series 3Year 2000                         Quarter 1
              Quarter 2                Quarter 3             Quarter 4
                                         6/30/1999               9/30/1999              12/31/1999          3/31/2000Total Revenues                  $    6,994                $    7,141              $     7,300             
$  29,950
Net Income (Loss)            $ (51,951)               $ (29,357)             $ (74,339)            
$   8,579
Earnings (Loss) Per
Weighted Average
Beneficial Assignee
Certificates Outstanding     $   (9.43)                 $    (5.32)              $   (13.49)            
$    1.55



Series 4Year 2000                         Quarter 1               Quarter 2                Quarter 3              Quarter 4
                                          6/30/1999              9/30/1999              12/31/1999           3/31/2000Total Revenues                   $    9,185              $    9,424                 $    9,707             $  20,681
Net Income (Loss)             $ (95,348)             $ (70,091)               $ (55,555)            $ (14,497)
Earnings (Loss) Per
Weighted Average
Beneficial Assignee
Certificates Outstanding      $   (13.65)             $   (10.04)               $    (7.95)             $    (2.07)

---

NOTE 7 - SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) (Continued):

Series 5Year 2000                          Quarter 1              Quarter 2                Quarter 3              Quarter 4
                                          6/30/1999             9/30/1999              12/31/1999            3/31/2000
Total Revenues                   $  11,791              $   12,055              $   12,448             $  29,545
Net Income (Loss)             $ (40,175)             $(117,159)            $  (86,344)            $      (304)
Earnings (Loss) Per
Weighted Average
Beneficial Assignee
Certificates Outstanding      $    (4.62)              $   (13.46)             $     (9.92)             $    (0.03)



Series 6Year 2000                        Quarter 1               Quarter 2               Quarter 3               Quarter 4
                                         6/30/1999              9/30/1999             12/31/1999             3/31/2000Total Revenues                   $    11,275            $   11,485             $   11,905               $  19,569
Net Income (Loss)              $(101,029)           $(294,299)           $(100,090)              $ (36,529)
Earnings (Loss) Per
Weighted Average
Beneficial Assignee
Certificates Outstanding       $     (9.90)           $    (28.83)            $     (9.81)               $    (3.58)



Series 2 - 6Year 2000                          Quarter 1
             Quarter 2
             Quarter 3                Quarter 4
                                          6/30/1999             9/30/1999            12/31/1999             3/31/2000Total Revenues                   $   47,227             $   48,340            $   49,773               $ 115,313
Net Income (Loss)             $(348,022)            $(605,146)           $(393,352)             $   21,494
Earnings (Loss) Per
Weighted Average
Beneficial Assignee
Certificates Outstanding      $     (9.35)            $    (16.26)            $   (10.57)              $        .58

---

Hill, Barth & King LLC
5121 Zuck Road
Erie, PA 16506
PHONE:  814-836-9968
FAX:  814-836-9989

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

In accordance with Government Auditing Standards, we have also issued our
report dated January 19, 2001 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. 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.

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

January 19, 2001

---

Hill, Barth & King LLC
5121 Zuck Road
Erie, PA 16506
PHONE:  814-836-9968
FAX:  814-836-9989

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, 2000 and 1999, 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 Cherrytree Apartments Limited
Partnership as of December 31, 2000 and 1999 and the results of its operations
and its cash flows for the years then ended in conformity with generally
accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued our
report dated January 18, 2001 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.
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.

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

January 18, 2001

---

Hill, Barth & King LLC
5121 Zuck Road
Erie, PA 16506
PHONE:  814-836-9968
FAX:  814-836-9989

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

We conducted our audits in accordance with generally accepted auditing
standards 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 Wynnwood Common Associates
Limited Partnership as of December 31, 2000 and 1999 and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued our
report dated January 19, 2001 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. 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.

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

January 19, 2001

---

Hill, Barth & King LLC
5121 Zuck Road
Erie, PA 16506
PHONE:  814-836-9968
FAX:  814-836-9989

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, 2000 and 1999, 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 Stony Creek Commons Limited
Partnership as of December 31, 2000 and 1999 and the results of its operations
and its cash flows for the years then ended in conformity with generally
accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued our
report dated January 19, 2001 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. 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.

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

January 19, 2001

---

Henderson & Godbee, P.C.
3488 N. Valdosta Rd. - P.O. Box 2241
Valdosta, GA 31604-2241
PHONE:  229-245-6040
FAX:  229-245-1669

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

In accordance with Government Auditing Standards, we have also issued
a report dated January 25, 2001 on our consideration of the Richland Elderly
Housing, Ltd.'s internal control structure and a report dated January 25, 2001
on its compliance with laws and regulations.

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

January 25, 2001

---

Henderson & Godbee, P.C.
3488 N. Valdosta Rd. - P.O. Box 2241
Valdosta, GA 31604-2241
PHONE:  229-245-6040
FAX:  229-245-1669

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

In accordance with Government Auditing Standards, we have also issued
a report dated January 25, 2001 on our consideration of the Pearson Elderly
Housing, Ltd.'s internal control structure and a report dated January 25, 2001
on its compliance with laws and regulations.

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

January 25, 2001

---

Henderson & Godbee, P.C.
3488 N. Valdosta Rd. - P.O. Box 2241
Valdosta, GA 31604-2241
PHONE:  229-245-6040
FAX:  229-245-1669

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

In accordance with Government Auditing Standards, we have also issued
a report dated January 25, 2001 on our consideration of the Lake Park
Apartments, Ltd.'s internal control structure and a report dated January 25,
2001 on its compliance with laws and regulations.

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

January 25, 2001

---

Henderson & Godbee, P.C.
3488 N. Valdosta Rd. - P.O. Box 2241
Valdosta, GA 31604-2241
PHONE:  229-245-6040
FAX:  229-245-1669

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

In accordance with Government Auditing Standards, we have also issued
a report dated January 25, 2001 on our consideration of the Lakeland Elderly
Housing, Ltd.'s internal control structure and report dated January 25, 2001 on
its compliance with laws and regulations.

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

January 25, 2001

---

Habif, Arogeti & Wynne, LLP
5565 Glenridge Connector, Suite 200
Atlanta, GA 30342
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, 2000 and 1999, 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, 2000 and 1999, 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 January 25, 2001, on our consideration of WOODLAND TERRACE
APARTMENTS, LTD.'s internal control and a report dated January 25, 2001, 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 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
January 25, 2001

---

Habif, Arogeti & Wynne, LLP
5565 Glenridge Connector, Suite 200
Atlanta, Georgia 30342
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, 2000 and 1999, 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, 2000 and 1999, 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 January 25, 2001, on our consideration of MANCHESTER HOUSING,
LTD.'s internal control and a report dated January 25, 2001, 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
January 25, 2001

---

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 sheets of Heritage Villas, L.P. (a
limited partnership), Federal ID #: 58-1898056, as of December 31, 2000 and
1999, 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 audit.

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

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

In accordance with Government Auditing Standards, we have also issued
reports dated February 5, 2001 on our consideration of Heritage Villas, L.P.'s
internal control structure and its compliance with laws and regulations.

/s/ Davis, Nichols & Associates LLP
Certified Public Accountants and Consultants

February 5, 2001

---

Habif, Arogeti & Wynne, LLP
5565 Glenridge Connector, Suite 200
Atlanta, GA 30342
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, 2000 and
1999, 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, 2000 and 1999, 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 January 25, 2001 on our consideration of CRISP PROPERTIES, L.P.'s
internal control and a report dated January 25, 2001 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

January 25, 2001

---

Habif, Arogeti & Wynne, LLP
5565 Glenridge Connector, Suite 200
Atlanta, GA 30342
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, 2000 and 1999, 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, 2000 and 1999, 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 January 25, 2001 on our consideration of BLACKSHEAR APARTMENTS,
L.P. PHASE II'S internal control and a report dated January 25, 2001 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

January 25, 2001

---

Henderson & Godbee, P.C.
3488 N. Valdosta Rd. - P.O. Box 2241
Valdosta, GA 31604-2241
PHONE:  229-245-6040
FAX:  229-245-1669

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 #: 58-1850761, as of December 31, 2000
and 1999, 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, 2000 and 1999, and the results of its operations and its cash
flows for the years then ended in conformity with generally accepted accounting
principles.

In accordance with Government Auditing Standards, we have also issued
a report dated January 25, 2001 on our consideration of Crawford Rental Housing,
L.P.'s internal control structure and a report dated January 25, 2001 on its
compliance with laws and regulations.

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

January 25, 2001

---

Henderson & Godbee, P.C.
3488 N. Valdosta Rd. - P.O. Box 2241
Valdosta, GA 31604-2241
PHONE: 229-245-6040
FAX: 229-245-1669

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

In accordance with Government Auditing Standards, we have also issued
a report dated January 25, 2001 on our consideration of the Shellman Housing
L.P.'s internal control structure and a report dated January 25, 2001 on its
compliance with laws and regulations.

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

January 25, 2001

---

Henderson & Godbee, P.C.
3488 N. Valdosta Rd. - P.O. Box 2241
Valdosta, GA 31604-2241
PHONE: 229-245-6040
FAX: 229-245-1669

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

In accordance with Government Auditing Standards, we have also issued
a report dated January 25, 2001 on our consideration of the Greensboro
Properties, L.P., Phase II's internal control structure and a report dated
January 25, 2001 on it's compliance with laws and regulations.

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

January 25, 2001

---

Henderson & Godbee, P.C.
3488 N. Valdosta Rd. - P.O. Box 2241
Valdosta, GA 31604-2241
PHONE: 229-245-6040
FAX: 229-245-1669

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

We have audited the accompanying balance sheets of Dawson Elderly, L.P. (a
limited partnership), Federal ID No.: 58-1966658 as of December 31, 2000 and
1999, 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, 2000 and 1999, and the results of its operations and its cash flows
for the years then ended in conformity with generally accepted accounting
principles.

In accordance with Government Auditing Standards, we have also issued
reports dated January 25, 2001 on our consideration of Dawson Elderly, L.P.'s
internal control structure and a report dated January 25, 2001 on it's
compliance with laws and regulations.

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

January 25, 2001

---

Habif, Arogeti & Wynne, LLP
5565 Glenridge Connector, Suite 200
Atlanta, GA 30342
PHONE: 404-892-9651
FAX: 404-876-3913

INDEPENDENT
AUDITORS' REPORT
                                                         -------------------------------------------
To the Partners
Piedmont Development Company of Lamar
    County, LTD.

We have audited the accompanying balance sheets of PIEDMONT DEVELOPMENT
COMPANY OF LAMAR COUNTY, LTD. (a limited partnership) as of December 31, 2000
and 1999, 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. as of December 31, 2000 and 1999, 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, 2001, on our consideration of PIEDMONT DEVELOPMENT
COMPANY OF LAMAR COUNTY, LTD.'s internal control and a report dated February 9,
2001, on its compliance with laws and regulations applicable to the financial
statements.

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

February 9, 2001

---

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

We conducted 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, 2000 and 1999, and
the results of its operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.

The 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, 2000 and 1999, 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 22, 2001 on our consideration of Sylacauga Heritage
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 22, 2001

---

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, 2000 and 1999
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, 2000 and 1999 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 23, 2001 on our consideration of LOGANSPORT SENIORS
APARTMENTS's internal control and a report dated February 23, 2001 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 23, 2001

---

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
TARPON HEIGHTS APARTMENTS

We have audited the accompanying balance sheets of TARPON HEIGHTS APARTMENTS,
RHS PROJECT NO. 22-029-721103419 as of December 31, 2000 and 1999 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 TARPON HEIGHTS APARTMENTS, as
of December 31, 2000 and 1999, 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 23, 2001 on our consideration of TARPON HEIGHTS
APARTMENT's internal control and a report dated February 23, 2001 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 23, 2001

---

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, 2000 and 1999 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, 2000 and 1999 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 22, 2001 on our consideration of THE OAKS APARTMENTS's
internal control and a report dated February 22, 2001 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 22, 2001

---

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
SONORA SENIORS APARTMENTS

We have audited the accompanying balance sheets of SONORA SENIORS APARTMENTS,
RHS PROJECT NO. 51-018-721125480 as of December 31, 2000 and 1999 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 SONORA SENIORS APARTMENTS as of
December 31, 2000 and 1999 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 financial statements taken as a whole.

In accordance with Government Auditing Standards, we have also issued a
report dated February 21, 2001 on our consideration of SONORA SENIORS
APARTMENT's internal control and a report dated February 21, 2001 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 21, 2001

---

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, 2000 and
1999 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, 2000 and 1999 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 21, 2001 on our consideration of FREDERICKSBURG SENIORS
APARTMENTS, LTD.'s internal control and a report dated February 21, 2001 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 21, 2001

---

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, 2000 and
1999 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, 2000 and 1999 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 20, 2001 on our consideration of BRACKETTVILLE SENIORS
APARTMENTS, LTD.'s internal control and a report dated February 20, 2001 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 20, 2001

---

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
TIMPSON SENIORS APARTMENTS

We have audited the accompanying balance sheets of TIMPSON SENIORS
APARTMENTS, RHS PROJECT NO. 51-010-721152460 as of December 31, 2000 and 1999,
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 TIMPSON SENIORS APARTMENTS as
of December 31, 2000 and 1999 and the results of its operations and 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 financial statements taken as a whole.

In accordance with Government Auditing Standards, we have also issued a
report dated February 22, 2001 on our consideration of TIMPSON SENIORS
APARTMENT's internal control and a report dated February 22, 2001 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 22, 2001

---

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,
2000 and 1999, 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 CHARLESTON PROPERTIES, A
LIMITED PARTNERSHIP, D/B/A WINGATE APARTMENTS as of December 31, 2000 and
1999, and the results of its operations and its cash flows for the years then
ended in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued
our report dated February 8, 2001, 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. 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.

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

February 8, 2001

---

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, 2000 and 1999, 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 SALLISAW PROPERTIES II, A
LIMITED PARTNERSHIP, D/B/A MAYFAIR PLACE II APARTMENTS as of December 31,
2000 and 1999, and the results of its operations and its cash flows for the
years then ended in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued
our report dated February 8, 2001, 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. 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.

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

February 8, 2001

---

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, 2000
and 1999, 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 POCOLA PROPERTIES, A LIMITED
PARTNERSHIP, D/B/A NORTH GATE APARTMENTS as of December 31, 2000 and 1999,
and the results of its operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued
our report dated February 8, 2001, 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. 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.

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

February 8, 2001

---

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,
2000 and 1999, 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 POTEAU PROPERTIES II, A LIMITED
PARTNERSHIP, D/B/A NORTH POINTE APARTMENTS as of December 31, 2000 and 1999,
and the results of its operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued
our report dated February 8, 2001, 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. 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.

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

February 8, 2001

---

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,
2000 and 1999, 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 NOWATA PROPERTIES, A LIMITED
PARTNERSHIP, D/B/A CROSS CREEK II APARTMENTS as of December 31, 2000 and
1999, and the results of its operations and its cash flows for the years then
ended in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued
our report dated February 8, 2001, 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. 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.

The accompanying financial statements have been prepared assuming the
Partnership will continue as a going concern. As discussed in Note 8, the
Partnership has suffered recurring losses from operations and has a net capital
deficiency that raise substantial doubt about its ability to continue as a going
concern. Management's plans in regard to these matters are also described in
Note 8. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

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

February 8, 2001

---

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, 2000
and 1999, 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 SALLISAW PROPERTIES, A LIMITED
PARTNERSHIP, D/B/A MAYFAIR PLACE APARTMENTS as of December 31, 2000 and
1999, and the results of its operations and its cash flows for the years then
ended in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued
our report dated February 8, 2001, 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. 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.

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

February 8, 2001

---

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, 2000 and 1999, 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 ROLAND PROPERTIES II, A LIMITED
PARTNERSHIP, D/B/A WOODLAND HILLS II APARTMENTS as of December 31, 2000 and
1999, and the results of its operations and its cash flows for the years then
ended in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued
our report dated February 8, 2001, 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. 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.

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

February 8, 2001

---

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, 2000 and
1999, 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 STILWELL PROPERTIES, A LIMITED
PARTNERSHIP, D/B/A SKYWOOD APARTMENTS as of December 31, 2000 and 1999, and
the results of its operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued
our report dated February 8, 2001, 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. 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.

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

February 8, 2001

---

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,
2000 and 1999, 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 STILWELL PROPERTIES II, A
LIMITED PARTNERSHIP, D/B/A SKYWOOD II APARTMENTS as of December 31, 2000 and
1999, and the results of its operations and its cash flows for the years then
ended in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued
our report dated February 8, 2001, 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. 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.

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

February 8, 2001

---

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,
2000 and 1999, 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 WESTVILLE PROPERTIES, A LIMITED
PARTNERSHIP, D/B/A GREYSTONE PLACE APARTMENTS as of December 31, 2000 and
1999, and the results of its operations and its cash flows for the years then
ended in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued
our report dated February 8, 2001, 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. 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.

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

February 8, 2001

---

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, 2000 and 1999, 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 MILL CREEK PROPERTIES V,
A LIMITED PARTNERSHIP, D/B/A MILL CREEK APARTMENTS V as of December 31, 2000
and 1999, and the results of its operations and its cash flows for the years
then ended in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued
our report dated February 8, 2001, 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. 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.

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

February 8, 2001

---

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, 2000 and
1999, 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 PARSONS PROPERTIES, A LIMITED
PARTNERSHIP, D/B/A SILVER STONE PLACE as of December 31, 2000 and 1999, and
the results of its operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued
our report dated February 8, 2001, 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. 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.

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

February 8, 2001

---

Henderson & Godbee, P.C.
3488 N. Valdosta Road - P.O. Box 2241
Valdosta, GA 31604-2241
PHONE: 229-245-6040
FAX: 229-245-1669

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

In accordance with Government Auditing Standards, we have also issued
a report dated January 25, 2001 on our consideration of Inverness Club, Ltd.,
L.P.'s internal control structure and a report dated January 25, 2001 on its
compliance with laws and regulations.

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

January 25, 2001

---

Henderson & Godbee, P.C.
3488 N. Valdosta Road - P.O. Box 2241
Valdosta, GA 31604-2241
PHONE: 229-245-6040
FAX: 229-245-1669

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

In accordance with Government Auditing Standards, we have also issued
a report dated January 23, 2001 on our consideration of Carrollton Club, Ltd.,
L.P.'s internal control structure and a report dated January 23, 2001 on its
compliance with laws and regulations.

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

January 23, 2001

---

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

We conducted our audits in accordance with generally accepted auditing
standards 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, 2000 and 1999, and the results of its operations and its cash
flows for the years then ended in conformity with generally accepted accounting
principles.

In accordance with Government Auditing Standards, we have also issued a
report dated January 17, 2001, on our consideration of Lewiston Limited
Partnership's internal control structure and a report dated January 17, 2001, on
its compliance with laws and regulations.

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

January 17, 2001



---

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

In accordance with Government Auditing Standards, we have also issued
a report dated February 23, 2001 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 23, 2001

---

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

In accordance with Government Auditing Standards, we have also issued reports
dated January 25, 2001 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 25, 2001

---

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 sheets of Woodcrest Associates of
South Boston, VA, Ltd.(a Virginia limited partnership) as of December 31, 2000
and 1999, and the related statements of operations, partners' equity, and cash
flows for the years then ended. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards 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, 2000 and 1999, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued
our report dated January 31, 2001, 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

January 31, 2001

---

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, 2000 and 1999, 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, 2000 and 1999, 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 19, 2001 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 19, 2001

---

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, 2000 and 1999, 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, 2000 and 1999, 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 19, 2001 on my consideration of Jonesville Manor 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 19, 2001

---

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, 2000 and 1999, 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, 2000 and 1999, 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 19, 2001 on my consideration of Blacksburg Terrace 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 Accountants

March 19, 2001

---

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, 2000 and 1999, 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, 2000 and 1999, 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 19, 2001 on my consideration of Newport Village 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 Accountants

March 19, 2001

---

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, 2000 and 1999, 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, 2000 and 1999, and the results of its
operations and its cash flows for the years then ended in conformity with
Generally Accepted Accounting Principles.

In accordance with Government Auditing Standards, we have also issued
a report dated January 30, 2001, on our consideration of the internal control
structure of Zapata Housing, Ltd.- (A Texas Limited Partnership) and a report
dated January 30, 2001, on its compliance with laws and regulations.

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

Austin, Texas
January 30, 2001

---

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, 2000 and 1999, 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 G enerally 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, 2000 and 1999, and the results of
its operations and its cash flows for the years then ended in conformity with
Generally Accepted Accounting Principles.

In accordance with Government Auditing Standards, we have also issued
a report dated February 5, 2001, on our consideration of the internal control
structure of Sinton Retirement, Ltd.- (A Texas Limited Partnership) and a report
dated February 5, 2001, on its compliance with laws and regulations.

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

Austin, Texas
February 5, 2001

---

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, 2000 and 1999 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, 2000 and 1999 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 6, 2001 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 6, 2001

---

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

We conducted our 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, 2000 and 1999, and the results of its operations,
and its cash flows for the years then ended in conformity with generally
accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued
reports dated February 3, 2001, 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 3, 2001

---

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, 2000 and 1999, and the related statements of
operations, partners' equity and cash flows for the years then ended. These
financial statements are the responsibility of the Partnership's management.
Our responsibility is to express an opinion on these 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, 2000 and 1999, 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 15, 2001 on our consideration of Eudora Senior Housing,
L.P.'s internal control and a report dated January 15, 2001 on its compliance
with laws, regulations and contracts. These reports are 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
this audit.

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

Topeka, Kansas
January 15, 2001
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, 2000 and 1999, 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, 2000
and 1999, and the results of its operations and its cash flows for the years
then ended in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued
our report dated February 8, 2001, 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. 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.

/s/ Baird, Kurtz & Dobson
Certified Public Accountants

February 8, 2001

---

Eide Bailly LLP
200 East 10th St. S., Suite 500 - P.O. Box 5126
Sioux Falls, SD 57117-5126
PHONE: 605-339-1999
FAX: 605-339-1306

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

We have audited the accompanying balance sheets of Sunchase II, Ltd.
(a limited partnership) as of December 31, 2000 and 1999, 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, 2000 and 1999, and the results of its operations and its cash flows
for the years then ended in conformity with generally accepted accounting
principles.

In accordance with Government Auditing Standards, we have also issued
a report dated January 30, 2001 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 financial statements taken as a whole.

/s/ Eide Bailly LLP
Certified Public Accountants
Sioux Falls, South Dakota
January 30, 2001

---

Eide Bailly LLP
200 East 10th St. S., Suite 500 - P.O. Box 5126
Sioux Falls, SD 57117-5126
PHONE: 605-339-1999
FAX: 605-339-1306

INDEPENDENT
AUDITORS' REPORT
                                                                 -------------------------------------------
The PartnersCourtyard, Ltd.Huron, South Dakota

We have audited the accompanying balance sheets of Courtyard, Ltd. (a
limited partnership) as of December 31, 2000 and 1999, 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, 2000 and 1999, and the results of its operations and its cash flows
for the years then ended in conformity with generally accepted accounting
principles.

In accordance with Government Auditing Standards, we have also issued
our report dated January 26, 2001, 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
January 26, 2001

---

Eide Bailly LLP
200 East 10th St. S., Suite 500 - P.O. Box 5126
Sioux Falls, SD 57117-5126
PHONE: 605-339-1999
FAX: 605-339-1306

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

We have audited the accompanying balance sheets of Sunrise Ltd. (a
limited partnership) as of December 31, 2000 and 1999, 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 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, 2000 and 1999, and the results of its operations and its cash flows
for the years then ended in conformity with generally accepted accounting
principles.

In accordance with Government Auditing Standards, we have also issued
a report dated January 23, 2001 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 23, 2001

---

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, 2000 and 1999, 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, 2000 and 1999, 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 18, 2001, on our consideration of the partnership's
internal control over financial reporting and on 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.

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

January 18, 2001

---

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

INDEPENDENT
AUDITORS' REPORT
                                                           -------------------------------------------
To the Partners
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, 2000 and 1999, 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 audit.

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

In accordance with Government Auditing Standards, I have also issued a
report dated February 27, 2001 on my consideration of the partnership's internal
control structure and a report dated February 27, 2001 on its compliance with
laws and regulations.

My audits were made for the purpose of forming an opinion on the financial
statements taken as a whole. The supplemental information 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 form RD1930-7 (Rev 10-96) have not been compiled or examined by me,
and, accordingly, I do not express an opinion or any other form of assurance on
them.

/s/ Bob T. Robinson
Certified Public Accountant

February 27, 2001
Jackson, Mississippi

---

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, 2000
and 1999, 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 Lakeshore Apartments, Ltd., RHS
Project No.: 01-044-631014228 as of December 31, 2000 and 1999, and the results
of its operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

The audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages 9
through 12 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, 2000 and 1999, 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, 2001 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 16, 2001

---

Donald W. Causey & Associates, P.C.
16 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, 2000
and 1999, 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, 2000 and 1999, and the
results of its operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.

The 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, 2000 and 1999, 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 19, 2001 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 19, 2001

---

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

The 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, 2000 and 1999, 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 19, 2001 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 19, 2001

---

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

We conducted 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, 2000 and 1999, and the
results of its operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.

The 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, 2000 and 1999, 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 17, 2001 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 17, 2001

---

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

We conducted our 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
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, 2000 and 1999, and the results of its operations and its cash flows
for the years then ended in conformity with generally accepted accounting
principles.

In accordance with GOVERNMENT AUDITING STANDARDS, we have also issued our
report dated February 28, 2001 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 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 28, 2001

---

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

We conducted our 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
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, 2000 and 1999, and the results of its operations and its cash flows
for the years then ended in conformity with generally accepted accounting
principles.

In accordance with GOVERNMENT AUDITING STANDARDS, we have also issued our
report dated February 27, 2001 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 27, 2001

---

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

We conducted our 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
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, 2000 and 1999, and the results of its operations and its cash
flows for the years then ended in conformity with generally accepted accounting
principles.

In accordance with GOVERNMENT AUDITING STANDARDS, we have also issued our
report dated February 28, 2001 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 28, 2001

---

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

We conducted our 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
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, 2000 and 1999, and the results of its operations and its cash
flows for the years then ended in conformity with generally accepted accounting
principles.

In accordance with GOVERNMENT AUDITING STANDARDS, we have also issued our
report dated February 28, 2001 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 28, 2001

---

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

We conducted our 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
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, 2000 and 1999, and the results of its operations and its cash flows
for the years then ended in conformity with generally accepted accounting
principles.

In accordance with GOVERNMENT AUDITING STANDARDS, we have also issued our
report dated February 28, 2001 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 28, 2001

---

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

We conducted our 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
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, 2000 and 1999, and the results of its operations and its cash flows
for the years then ended in conformity with generally accepted accounting
principles.

In accordance with GOVERNMENT AUDITING STANDARDS, we have also issued our
report dated February 28, 2001 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 28, 2001

---

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

We conducted our 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
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, 2000 and 1999, and the results of its operations and its cash flows
for the years then ended in conformity with generally accepted accounting
principles.

In accordance with GOVERNMENT AUDITING STANDARDS, we have also issued our
report dated February 27, 2001 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 27, 2001

---

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 sheets of Yorkshire Retirement
Village (an Oklahoma Limited Partnership) as of December 31, 2000 and 1999, 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, 2000 and 1999 and the results of its operations and its cash
flows for the years then ended in conformity with generally accepted accounting
principles.

My audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information is presented
for purposes of additional analysis and is not a required part of the 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 23, 2001 on my consideration of Yorkshire Retirement Village's
compliance and on internal control over financial reporting. 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 my audit.

/s/ Suellen Doubet, CPA
Wagoner, OK 74467

March 23, 2001

---

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, 2000 and 1999,
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, 2000 and 1999, 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 January 26, 2001 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, 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.

/s/ Chester M. Kearney
Certified Public Accountants

Presque Isle, Maine
January 26, 2001

---

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, 2000 and 1999, 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, 2000 and 1999, 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 6, 2001, on my consideration of Scarlett Oaks Limited
Partnership's internal control and a report dated February 6, 2001 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 6, 2001

---

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

In accordance with Government Auditing Standards, we have also
issued our report dated February 23, 2001, 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 23, 2001

---

K.B. Parrish & Co. LLP
6840 Eagle Highlands Way
Indianapolis, IN 46254-2693
PHONE: 317-347-5200
FAX: 317-347-5211

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, 2000 and 1999, 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, 2000 and 1999, 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 26, 2001 on our consideration of the partnership's
internal control over financial reporting and our tests of its compliance with
laws and regulations. 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.

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

Indianapolis, Indiana
January 26, 2001

---

Scheiner, Mister & Grandizio, P.A.
1300 Bellona Avenue
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, 2000 and 1999, and the related statements of
operations, partners' capital, and cash flows for the years then ended. These
financial statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States of American 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, 2000 and 1999, 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, 2001 on our consideration of the Partnership's internal
control and a report dated January 12, 2001 on its compliance with laws and
regulations. Those reports are an integral part of an audit performed in
accordance with Government Auditing Standards and should be read in conjunction
with this report in considering results of our audit.

Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplementary
information shown on pages 9 - 9A is presented for purposes of additional
analysis and is not a required part of the basic financial statements of the
Partnership. Such information has been subjected to the auditing procedures
applied in the audit of the basic financial statements and, in our opinion, is
fairly stated, in all material respects, in relation to the basic financial
statements taken as a whole.

/s/ Scheiner, Mister & Grandizio, P.A.
Certified Public Accountants
January 12, 2001

---

Fentress, Brown, CPAs & Associates, LLC
8001 Ravines Edge Court, Suite 112
Columbus, OH 43235-5421
PHONE: 614-825-0011
FAX: 614-825-0014

INDEPENDENT
AUDITORS' REPORT
                                                         -------------------------------------------
To the Partners of                                                           
                                            Rural
Housing Service
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, 2000 and 1999, 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 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 "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, 2000 and 1999, 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 19, 2001, on our consideration of Bryan Senior Village
Limited Partnership's internal control and a report dated January 19, 2001, on
its compliance with specific requirements applicable to Rural Housing Service
Programs.

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

Columbus, Ohio
January 19, 2001

---

Fentress, Brown, CPAs & Associates, LLC
8001 Ravines Edge Court, Suite 112
Columbus, OH 43235-5421
PHONE: 614-825-0011
FAX: 614-825-0014

INDEPENDENT
AUDITORS' REPORT
                                                      -------------------------------------------
To the Partners of                                                                 
                                    Rural
Housing Service
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, 2000 and 1999, 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
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 "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, 2000 and 1999, 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 19, 2001, on our consideration of Brubaker Square Limited
Partnership's internal control and a report dated January 19, 2001, on its
compliance with specific requirements applicable to Rural Housing Service
Programs.

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

Columbus, Ohio
January 19, 2001

---

Fentress, Brown, CPAs & Associates, LLC
8001 Ravines Edge Court, Suite 112
Columbus, OH 43235-5421
PHONE: 614-825-0011
FAX: 614-825-0014

INDEPENDENT
AUDITORS' REPORT
                                                         -------------------------------------------
To the Partners of                                                                                                         Rural
Housing Service
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, 2000 and 1999, 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
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, 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, 2000 and 1999, 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 19, 2001, on our consideration of Villa Allegra Limited
Partnership's internal control and a report dated January 19, 2001, on its
compliance with specific requirements applicable to Rural Housing Service
Programs.

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

Columbus, Ohio
January 19, 2001

---

Fentress, Brown, CPAs & Associates, LLC
8001 Ravines Edge Court, Suite 112
Columbus, OH 43235-5421
PHONE: 614-825-0011
FAX: 614-825-0014

INDEPENDENT
AUDITORS' REPORT
                                     
                  -------------------------------------------
To the Partners of                                                                                                         
Rural Housing Service
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, 2000 and 1999, 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
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 "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, 2000 and 1999, 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 19, 2001, on our consideration of Logan Place Limited
Partnership's internal control and a report dated January 19, 2001, on its
compliance with specific requirements applicable to Rural Housing Service
Programs.

Fentress, Brown, CPA's & Associates, LLC
Certified Public Accountants

Columbus, Ohio
January 19, 2001

---

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

In accordance with Government Auditing Standards, we have also issued
our report dated February 2, 2001 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.
That report is an integral part of an audit performed in accordance with Government
Auditing Standards and should be read in conjunction with this report in
considering the results of our audit.

Our audits were 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

February 2, 2001

---

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

In accordance with Government Auditing Standards, we have also issued
our report dated March 26, 2001 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 information is presented for purposes of additional
analysis 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.

/s/ Smith, Lambright & Associates, P.C.
Certified Public Accountants
May 24, 2001

---

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

In accordance with Government Auditing Standards, we have also issued
our report dated May 16, 2001 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 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.

/s/ Smith, Lambright & Associates, P.C.
Certified Public Accountant

May 16, 2001

---

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

In accordance with Government Auditing Standards, we have also issued
our report dated March 26, 2001 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 information is presented for purposes of additional
analysis 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.

/s/ Smith, Lambright & Associates. P.C.
Certified Public Accountants

March 26, 2001

---

Miller, Mayer, Sullivan & Stevens LLP
2365 Harrodsburg Rd.
Lexington, KY 40504-3399
PHONE: 859-223-3095
FAX: 859-223-2143

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

In accordance with Government Auditing Standards, we have also issued
our report dated February 7, 2001 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. 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 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
February 7, 2001

---

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, 2000 and 1999, 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, 2000 and 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
a report dated February 9, 2001, on our consideration of the internal control
structure of Frankston Retirement, Ltd. - (A Texas Limited Partnership) and a
report dated February 9, 2001, on its compliance with laws and regulations.

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

Austin, Texas
February 9, 2001

---

Lou Ann Montey and Associates, P.C.
8400 N. Mopac Expressway, Suite 304
Austin, TX 78759
PHONE 512-338-0043154
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, 2000 and 1999, and the related
statements 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, 2000 and 1999, and the results of
its operations and its cash flows for the years then ended in conformity with
Generally Accepted Accounting Principles.

In accordance with Government Auditing Standards, we have also issued
a report dated February 8, 2001, on our consideration of the internal control
structure of Wallis Housing, Ltd. - (A Texas Limited Partnership) and a report
dated February 8, 2001, on its compliance with laws and regulations.

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

Austin, Texas
February 8, 2001

---

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, 2000 and 1999 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, 2000 and 1999, and the results of
its operations and its cash flows for the years then ended in conformity with
Generally Accepted Accounting Principles.

In accordance with Government Auditing Standards, we have also issued
a report dated January 31, 2001, on our consideration of the internal control
structure of Menard Retirement, Ltd. - (A Texas Limited Partnership) and a
report dated January 31, 2001, on its compliance with laws and regulations.

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

Austin, Texas
January 31, 2001

---

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 57, 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 45, 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.

Sandra L. Furey, age 38, 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, 2001.

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, 2001, 2000 and 1999 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.

---

|         | 2001
----            | 2000
----            | 1999
----           
|-------- | -------------------- | -------------------- | --------------------
|Series 2 | $ 68,361             | $ 68,511             | $ 68,648            
|Series 3 | 63,104               | 63,301               | 63,479              
|Series 4 | 77,661               | 77,832               | 77,989              
|Series 5 | 96,008               | 96,241               | 96,461              
|Series 6 | 106,125
------------ | 106,486
------------ | 106,815
------------
|Total    | $411,259
=======     | $412,371
=======     | $413,392
=======    

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

|         | 2001
----        | 2000
----        | 1999
----       
|-------- | ---------------- | ---------------- | ----------------
|Series 2 | $  9,149         | $  8,181         | $  7,433        
|Series 3 | 9,565            | 8,552            | 7,771           
|Series 4 | 12,060           | 10,779           | 9,798           
|Series 5 | 14,972           | 13,386           | 12,163          
|Series 6 | 15,803
--------- | 14,130
--------- | 12,839
---------
|         | $61,549          | $55,028          | $50,004         
|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.

- TableNumber1.1         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,
    L.P.
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,
    L.P.
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, L.P.
3.27       Amended and Restated Agreement of Limited Partnership of Cherrytree Apartments,
    L.P.
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, L.P.
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.,
    L.P.
3.35       Amended and Restated Agreement of Limited Partnership of Alsace Village,
    L.P.
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,
    L.P.
    3.38       Amended and Restated Agreement of Limited Partnership of Stilwell Properties II,
    L.P. 
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,
    L.P.
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, Ltd.
3.46       Amended and Restated Agreement of Limited Partnership of Weston Apartments
3.47       Amended and Restated Agreement of Limited Partnership of Wildwood Apartments,
    Ltd.
3.48       Amended and Restated Agreement of Limited Partnership of Hopkins Properties,
    Ltd.
3.49       Amended and Restated Agreement of Limited Partnership of Hancock Properties,
    Ltd.
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,
    L.P. 
3.54       Amended and Restated Agreement of Limited Partnership of Brubaker Square,
    L.P. 
3.55       Amended and Restated Agreement of Limited Partnership of Villa Allegra,
    L.P. 
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
    Apts., Ltd.
3.65       Amended and Restated Agreement of Limited Partnership of Chestnut Apartments,
    L.P.   
3.66       Amended and Restated Agreement of Limited Partnership of Jasper Villas Apartments,
    L.P.  
3.67        Amended and Restated Agreement of Limited Partnership of Norton Green,
    L.P. 
3.68       Amended and Restated Agreement of Limited Partnership of Jonesville Manor,
    L.P. 
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,
    L.P. 
3.74       Amended and Restated Agreement of Limited Partnership of  St. George Properties,
    L.P. 
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,
    L.P. 
3.83       Amended and Restated Agreement of Limited Partnership of Spruce Apartments,
    L.P.
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,
    L.P. 
3.86       Amended and Restated Agreement of Limited Partnership of Country Place
    Apartments - 
                  Coal City, Limited Partnership
5.1         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, 2000

SERIES 2
Apartment Properties

|Partnership
-----------                                                                                                                                                                                                                                                                                                                   | Location
--------                                                                                                                                                                                                                                                                                    | # of Units
----------                                             | Mortgage Loan 
     Balance   
-------------                                                                                                                                                      
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Claxton Elderly
Deerfield II
Hartwell Family
Cherrytree Apts.
Springwood Apts.
Lakeshore Apts.
Lewiston
Charleston
Sallisaw II
Pocola
Inverness Club
Pearson Elderly
Richland Elderly
Lake Park
Woodland Terrace
Mt. Vernon Elderly
Lakeland Elderly
Prairie Apartments
Sylacauga Heritage
Manchester Housing
Durango C.W.W.
Columbus Sr. | Claxton, GA
Douglas, GA
Hartwell, GA
Albion, PA
Westfield, NY
Tuskegee, AL
Lewiston, NY
Charleston, AR
Sallisaw, OK
Pocola, OK
Inverness, FL
Pearson, GA
Richland, GA
Lake Park, GA
Waynesboro, GA
Mt. Vernon, GA
Lakeland, GA
Eagle Butte, SD
Sylacauga, AL
Manchester, GA
Durango, CO
Columbus, KS | 24
24
24
33
32
34
25
32
47
36
72
25
33
48
30
21
29
21
44
49
24
16 | $656,695
700,345
703,780
1,197,021
1,250,054
1,051,402
997,605
841,377
1,194,484
985,142
2,980,216
628,827
865,584
1,482,326
885,618
572,822
779,324
973,796
1,382,527
1,453,789
1,031,466
435,961
|                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                      |                                                                   | -------------
$23,050,161
=========                                                                                                                                                               

---

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, 2000

SERIES 2
Apartment Properties

|                                                                                                                                                                                                                                                                                                                                          | Cost At Acquisition
-----------------------                                                                                                                     |                                                                                                                                                                                                                  
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Partnership
-----------                                                                                                                                                                                                                                                                                                                   | Land
----                                                                                                                                                       | Buildings, 
Improvements
and Equipment
-------------                                                                                                                                                             
|Claxton Elderly
Deerfield II
Hartwell Family
Cherrytree Apts.
Springwood Apts.
Lakeshore Apts.
Lewiston
Charleston
Sallisaw II
Pocola
Inverness Club
Pearson Elderly
Richland Elderly
Lake Park
Woodland Terrace
Mt. Vernon Elderly
Lakeland Elderly
Prairie Apartments
Sylacauga Heritage
Manchester Housing
Durango C.W.W.
Columbus Sr. | $   33,400
33,600
22,700
62,000
21,500
28,600
38,400
16,000
37,500
22,500
205,500
15,000
31,500
88,000
36,400
21,750
28,000
66,500
66,080
36,000
140,250
64,373 | $   766,138
820,962
836,998
1,376,297
1,451,283
1,238,749
1,178,185
1,060,098
1,480,089
1,223,370
3,111,565
767,590
1,027,512
1,710,725
1,047,107
680,437
930,574
1,150,214
1,648,081
1,746,076
1,123,454
444,257
|                                                                                                                                                                                                                                                                                                                                          | ------------
$1,115,553
========                                                                                                                                | -------------
$26,819,761
=========                                                                                                                                                                              

---

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, 2000

SERIES 2
Apartment Properties

|                                                                                                                                                                                                                                                                                                                                          | Gross Amount At Which Carried At December 31, 2000
--------------------                                                                                         
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------
|Partnership
-----------                                                                                                                                                                                                                                                                                                                   | Land
----                                                                                                                                                       
|Claxton Elderly
Deerfield II
Hartwell Family
Cherrytree Apts.
Springwood Apts.
Lakeshore Apts.
Lewiston
Charleston
Sallisaw II
Pocola
Inverness Club
Pearson Elderly
Richland Elderly
Lake Park
Woodland Terrace
Mt. Vernon Elderly
Lakeland Elderly
Prairie Apartments
Sylacauga Heritage
Manchester Housing
Durango C.W.W.
Columbus Sr. | $    33,400
33,600
22,700
62,000
22,845
28,600
38,400
16,000
37,500
22,500
205,500
15,000
31,500
88,000
36,400
21,750
28,000
81,240
66,080
36,000
140,250
68,273
|                                                                                                                                                                                                                                                                                                                                          | ------------
$1,135,538
========                                                                                                                                

---

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, 2000

SERIES 2
Apartment Properties

|Partnership
-----------                                                                                                                                                                                                                                                                                                                   | Accumulated Depreciation
--------------------------------                                                                                                                            | Depreciable Life
--------------------                                                                                                                                   
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Claxton Elderly
Deerfield II
Hartwell Family
Cherrytree Apts.
Springwood Apts.
Lakeshore Apts.
Lewiston
Charleston
Sallisaw II
Pocola
Inverness Club
Pearson Elderly
Richland Elderly
Lake Park
Woodland Terrace
Mt. Vernon Elderly
Lakeland Elderly
Prairie Apartments
Sylacauga Heritage
Manchester Housing
Durango C.W.W.
Columbus Sr. | $  294,020
315,531
324,106
368,466
421,635
352,417
307,258
461,337
625,523
474,428
1,185,797
272,200
358,255
633,173
368,405
241,558
325,388
366,729
482,486
599,789
312,745
196,467 | 5-27.5
5-27.5
5-27.5
5-27.5
5-40   
5-40   
5-40   
5-25   
5-25   
5-27.5
5-27.5
5-30   
5-30   
5-30   
5-30   
5-30   
5-30   
5-40   
5-40   
5-30   
5-40   
5-27.5
|                                                                                                                                                                                                                                                                                                                                          | ------------
$9,287,713
========                                                                                                                                                     |                                                                                                                                                                         

---

GATEWAY TAX CREDIT FUND II LTD.
CHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 2000

SERIES 3
Apartment Properties

|Partnership
-----------                                                                                                                                                                                                                                                                                                     | Location
--------                                                                                                                                                                                                                                                                                           | # of Units
----------                                                | Mortgage Loan 
Balance
-------------                                                                                                                                                                          
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Poteau II
Sallisaw
Nowata Properties
Waldron Properties
Roland II
Stilwell
Birchwood Apts.
Hornellsville
Sunchase II
CE McKinley II
Weston Apartments
Countrywood Apts.
Wildwood Apts.
Hancock
Hopkins
Elkhart Apts.
Bryan Senior
Brubaker Square
Southwood
Villa Allegra
Belmont Senior
Heritage Villas
Logansport Seniors | Poteau, OK
Sallisaw, OK
Oolagah, OK
Waldron, AR
Roland, OK
Stilwell, OK
Pierre, SD
Arkport, NY
Watertown, SD
Rising Sun, MD
Weston, AL
Centreville, AL
Pineville, LA
Hawesville, KY
Madisonville, KY
Elkhart, TX
Bryan, OH
New Carlisle, OH
Savannah, TN
Celina, OH
Cynthiana, KY
Helena, GA
Logansport, LA | 52
52
32
24
52
48
24
24
41
16
10
40
28
12
24
54
40
38
44
32
24
25
32 | $  1,300,358
1,309,754
855,517
638,726
1,308,646
1,190,826
787,101
893,211
1,190,623
614,230
274,115
1,197,692
847,855
364,842
745,657
1,139,939
1,077,337
1,114,635
1,484,550
897,433
762,687
676,816
896,174
|                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                             |                                                                      | --------------
$21,568,724
=========                                                                                                                                                                          

---

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, 2000

SERIES 3
Apartment Properties

|                                                                                                                                                                                                                                                                                                                            | Cost At Acquisition
--------------------                                                                                                                          |                                                                                                                                                                                                                        
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Partnership
-----------                                                                                                                                                                                                                                                                                                     | Land
----                                                                                                                                                         | Buildings, Improvements
and Equipment
-------------                                                                                                                                                                    
|Poteau II
Sallisaw
Nowata Properties
Waldron Properties
Roland II
Stilwell
Birchwood Apts.
Hornellsville
Sunchase II
CE McKinley II
Weston Apartments
Countrywood Apts.
Wildwood Apts.
Hancock
Hopkins
Elkhart Apts.
Bryan Senior
Brubaker Square
Southwood
Villa Allegra
Belmont Senior
Heritage Villas
Logansport Seniors | $   76,827
70,000
45,500
26,000
70,000
37,500
116,740
41,225
113,115
11,762
0
55,750
48,000
20,700
43,581
35,985
74,000
75,000
15,000
35,000
43,600
21,840
27,621 | $ 1,712,321
1,674,103
1,102,984
834,273
1,734,010
1,560,201
885,923
1,018,523
1,198,373
745,635
339,144
1,447,439
1,018,897
419,725
885,087
1,361,096
1,102,728
1,376,075
1,769,334
1,097,214
891,543
801,128
1,058,773
|                                                                                                                                                                                                                                                                                                                            | ------------
$1,104,746
========                                                                                                                                  | -------------
$26,034,529
=========                                                                                                                                                                                    

---

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, 2000

SERIES 3
Apartment Properties

|                                                                                                                                                                                                                                                                                                                            | Gross Amount At Which Carried At December 31, 2000
--------------------                                                                                            
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Partnership
-----------                                                                                                                                                                                                                                                                                                     | Land
----                                                                                                                                                          
|Poteau II
Sallisaw
Nowata Properties
Waldron Properties
Roland II
Stilwell
Birchwood Apts.
Hornellsville
Sunchase II
CE McKinley II
Weston Apartments
Countrywood Apts.
Wildwood Apts.
Hancock
Hopkins
Elkhart Apts.
Bryan Senior
Brubaker Square
Southwood
Villa Allegra
Belmont Senior
Heritage Villas
Logansport Seniors | $   76,827
70,000
45,500
26,000
70,000
37,500
124,505
41,225
113,115
140,765
0
55,750
48,000
20,700
43,581
159,682
74,000
75,000
15,000
35,000
43,600
21,840
27,621
|                                                                                                                                                                                                                                                                                                                            | ------------
$1,365,211
========                                                                                                                                   

---

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, 2000

|SERIES 3
Partnership
-----------                                                                                                                                                                                                                                                                                            | Accumulated Depreciation
--------------------------------                                                                                                                                     | Depreciable Life
--------------------                                                                                                                                        
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Poteau II
Sallisaw
Nowata Properties
Waldron Properties
Roland II
Stilwell
Birchwood Apts.
Hornellsville
Sunchase II
CE McKinley II
Weston Apartments
Countrywood Apts.
Wildwood Apts.
Hancock
Hopkins
Elkhart Apts.
Bryan Senior
Brubaker Square
Southwood
Villa Allegra
Belmont Senior
Heritage Villas
Logansport Seniors | $     878,878
829,489
537,967
406,381
884,499
787,111
337,632
486,564
461,078
367,428
162,358
680,162
419,869
160,252
337,393
646,168
561,051
625,945
691,998
518,861
245,174
290,257
263,464 | 5-25   
  5-25   
5-25   
5-25   
5-25   
5-25   
5-40   
5-27.5
5-40   
5-27.5
5-27.5
5-27.5
5-30   
5-27.5
5-27.5
5-25   
5-27.5
5-27.5
5-50   
5-27.5
5-40   
5-30   
5-40
|                                                                                                                                                                                                                                                                                                                            | --------------
$11,579,979
=========                                                                                                                                                          |                                                                                                                                                                              

---

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, 2000

SERIES 4
Apartment Properties

|Partnership
-----------                                                                                                                                                                                                                                                                                                                                                                                                                          | Location
--------                                                                                                                                                                                                                                                                                                                                                                                               | # of Units
----------                                                                  | Mortgage Loan 
Balance      
-------------                                                                                                                                                                                                                    
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Alsace Village
Seneca Apartments
Eudora Senior
Westville
Wellsville Senior
Stilwell II
Spring Hill Senior
Smithfield
Tarpon Heights
Oaks Apartments
Wynnwood Common
Chestnut Apartments
St. George
Williston
Brackettville Sr.
Sonora Seniors
Ozona Seniors
Fredericksburg Sr.
St. Joseph
Courtyard
Rural Development
Jasper Villas
Edmonton Senior
Jonesville Manor
Norton Green
Owingsville Senior
Timpson Seniors
Piedmont
S.F. Arkansas City | Soda Springs, ID
Seneca, MO
Eudora, KS
Westville, OK
Wellsville, KS
Stilwell, OK
Spring Hill, KS
Smithfield, UT
Galliano, LA
Oakdale, LA
Fairchance, PA
Howard, SD
St. George, SC
Williston, SC
Brackettville, TX
Sonora, TX
Ozona, TX
Fredericksburg,TX
St. Joseph, IL
Huron, SD
Ashland, ME
Jasper, AR
Edmonton, KY
Jonesville, VA
Norton, VA
Owingsville, KY
Timpson, TX
Barnesville, GA
  Arkansas City, KS | 24
24
36
36
24
52
24
40
48
32
34
24
24
24
32
32
24
48
24
21
25
25
24
40
40
22
28
36
12 | $    636,456
607,644
957,247
858,040
646,848
1,287,059
696,131
1,536,905
1,241,918
834,069
1,369,019
854,138
753,183
797,132
820,665
842,078
630,567
1,202,599
826,779
710,352
1,204,513
857,944
754,792
1,349,177
1,339,960
705,391
672,231
1,042,626
340,113
|                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                        | --------------
$26,375,576
=========                                                                                                                                                                                                                          

---

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, 2000

SERIES 4
Apartment Properties

|                                                                                                                                                                                                                                                                                                                                                                                                                                                 | Cost At Acquisition
----------------------                                                                                                                                                                      |                                                                                                                                                                                                                                                                    
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Partnership
-----------                                                                                                                                                                                                                                                                                                                                                                                                                          | Land
----                                                                                                                                                                                                       | Buildings, Improvements
and Equipment
-------------                                                                                                                                                                                                                
|Alsace Village
Seneca Apartments
Eudora Senior
Westville
Wellsville Senior
Stilwell II
Spring Hill Senior
Smithfield
Tarpon Heights
Oaks Apartments
Wynnwood Common
Chestnut Apartments
St. George
Williston
Brackettville Sr.
Sonora Seniors
Ozona Seniors
Fredericksburg Sr.
St. Joseph
Courtyard
Rural Development
Jasper Villas
Edmonton Senior
Jonesville Manor
Norton Green
Owingsville Senior
Timpson Seniors
Piedmont
S.F. Arkansas City | $  15,000
76,212
50,000
27,560
38,000
30,000
49,800
82,500
85,000
42,000
68,000
57,200
22,600
25,000
28,600
51,000
40,000
45,000
28,000
24,500
38,200
27,000
40,000
100,000
120,000
28,000
13,500
29,500
16,800 | $   771,590
640,702
1,207,482
1,074,126
772,971
1,627,974
986,569
1,698,213
1,408,434
989,522
1,578,814
977,493
915,400
959,345
963,366
962,315
719,843
1,357,563
940,580
810,110
1,361,892
1,067,890
866,714
1,578,135
1,535,373
820,044
802,416
1,259,547
395,228
|                                                                                                                                                                                                                                                                                                                                                                                                                                                 | ------------
$1,298,972
========                                                                                                                                                                                | --------------
$31,049,651
=========                                                                                                                                                                                                                               

---

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, 2000

SERIES 4

Apartment Properties

|                                                                                                                                                                                                                                                                                                                                                                                                                                                 | Gross Amount At Which Carried At December 31, 2000
--------------------                                                                                                                                         
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Partnership
-----------                                                                                                                                                                                                                                                                                                                                                                                                                          | Land
-----                                                                                                                                                                                                      
|Alsace Village
Seneca Apartments
Eudora Senior
Westville
Wellsville Senior
Stilwell II
Spring Hill Senior
Smithfield
Tarpon Heights
Oaks Apartments
Wynnwood Common
Chestnut Apartments
St. George
Williston
Brackettville Sr.
Sonora Seniors
Ozona Seniors
Fredericksburg Sr.
St. Joseph
Courtyard
Rural Development
Jasper Villas
Edmonton Senior
Jonesville Manor
Norton Green
Owingsville Senior
Timpson Seniors
Piedmont
S.F. Arkansas City | $  15,000
77,237
50,000
27,560
38,000
30,000
49,800
101,279
85,000
42,000
81,233
63,800
22,600
25,000
28,600
51,000
40,000
45,000
28,000
27,055
38,200
27,000
40,000
100,000
120,000
28,000
13,500
29,500
16,800
|                                                                                                                                                                                                                                                                                                                                                                                                                                                 | ------------
$1,341,164
========                                                                                                                                                                                

---

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, 2000

SERIES 4

Apartment Properties

|Partnership
-----------                                                                                                                                                                                                                                                                                                                                                                                                                          | Accumulated Depreciation
-------------------------------                                                                                                                                                                                       | Depreciable Life
--------------------                                                                                                                                                                                    
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Alsace Village
Seneca Apartments
Eudora Senior
Westville
Wellsville Senior
Stilwell II
Spring Hill Senior
Smithfield
Tarpon Heights
Oaks Apartments
Wynnwood Common
Chestnut Apartments
St. George
Williston
Brackettville Sr.
Sonora Seniors
Ozona Seniors
Fredericksburg Sr.
St. Joseph
Courtyard
Rural Development
Jasper Villas
Edmonton Senior
Jonesville Manor
Norton Green
Owingsville Senior
Timpson Seniors
Piedmont
S.F. Arkansas City | $     316,627 
322,735
458,142
414,757
303,511
629,452
421,586
441,393
352,867
250,217
434,449
315,291
379,492
388,292
226,289
238,186
172,745
330,666
360,159
291,407
553,590
294,459
233,829
619,745
632,976
218,607
218,733
326,777
151,015 | 5-27.5
5-27.5
5-27.5
5-27.5
5-25   
5-27.5
5-25   
5-40   
5-40   
5-40   
5-40   
5-40   
5-27.5
5-27.5
5-40   
5-40   
5-40   
5-40   
5-27.5
5-27.5
5-27.5
5-40   
5-40   
5-27.5
5-27.5
5-40   
5-40   
5-27.5
5-27.5
|                                                                                                                                                                                                                                                                                                                                                                                                                                                 | --------------
$10,297,994
=========                                                                                                                                                                                                           |                                                                                                                                                                                                                          

---

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, 2000

SERIES 5

Apartment Properties

|Partnership
------------                                                                                                                                                                                                                                                                                                                                                                                                                                     | Location
--------                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | # of Units
----------                                                                                       | Mortgage Loan 
Balance     
-------------                                                                                                                                                                                                                                                                               
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ----------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Seymour
Effingham
S.F. Winfield
S.F.Medicine Lodge
S.F. Ottawa
S.F. Concordia
Highland View
Carrollton Club
Scarlett Oaks
Brooks Hill
Greensboro
Greensboro II
Pine Terrace
Shellman
Blackshear
Crisp Properties
Crawford
Yorkshire
Woodcrest
Fox Ridge
Redmont II
Clayton
Alma
Pemberton Village
Magic Circle
Spring Hill
Menard Retirement
Wallis Housing
Zapata Housing 
Mill Creek
Portland II
Georgetown
Cloverdale
S. Timber Ridge
Pineville
Ravenwood | Seymour, IN
Effingham, IL
Winfield, KS
Medicine Lodge,KS
Ottawa, KS
Concordia, KS
Elgin, OR
Carrollton, GA
Lexington, SC
Ellijay, GA
Greensboro, GA
Greensboro, GA
Wrightsville, GA
Shellman, GA
Cordele, GA
Cordele, GA
Crawford, GA
Wagoner, OK
South Boston, VA
Russellville, AL
Red Bay, AL
Clayton, OK
Alma, AR
Hiawatha, KS
Eureka, KS
Spring Hill, KS
Menard, TX
Wallis, TX
Zapata, TX
Grove, OK
Portland, IN
Georgetown, OH
Chandler, TX
Cloverdale, IN
Pineville, MO
Americus, GA | 37
24
12
16
24
20
24
78
40
44
24
33
25
27
46
31
25
60
40
24
24
24
24
24
24
36
24
24
40
60
20
24
24
44
12
24 | $    1,238,578
802,841
331,362
452,826
570,296
553,870
713,607
2,679,584
1,387,671
1,459,926
732,328
903,520
726,185
738,504
1,318,406
930,841
744,092
2,082,405
1,288,819
735,379
694,245
668,345
732,587
637,229
653,172
1,126,416
627,439
433,239
978,615
1,432,573
582,619
740,378
757,370
1,063,079
319,682
726,511
|                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                             | -------------
$32,564,539
=========                                                                                                                                                                                                                                                                                     

---

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, 2000

SERIES 5

|Apartment Properties                                                                                                                                                                                                                                                                                                                                                                                                                                        | Cost At Acquisition
--------------------                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                          
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Partnership
-----------                                                                                                                                                                                                                                                                                                                                                                                                                                     | Land
----                                                                                                                                                                                                                                               | Buildings,   Improvements
and Equipment
-------------                                                                                                                                                                                                                                                    
|Seymour
Effingham
S.F. Winfield
S.F.Medicine Lodge
S.F. Ottawa
S.F. Concordia
Highland View
Carrollton Club
Scarlett Oaks
Brooks Hill
Greensboro
Greensboro II
Pine Terrace
Shellman
Blackshear
Crisp Properties
Crawford
Yorkshire
Woodcrest
Fox Ridge
Redmont II
Clayton
Alma
Pemberton Village
Magic Circle
Spring Hill
Menard Retirement
Wallis Housing
Zapata Housing
Mill Creek
Portland II
Georgetown
Cloverdale
S. Timber Ridge
Pineville
Ravenwood | $   59,500
38,500
18,000
21,600
25,200
28,000
16,220
248,067
44,475
0
15,930
21,330
14,700
13,500
60,000
48,000
16,600
100,000
70,000
39,781
25,000
35,600
45,000
12,020
22,660
70,868
21,000
13,900
44,000
28,000
43,102
0
40,000
43,705
59,661
14,300 | $ 1,452,557
940,327
382,920
542,959
687,929
658,961
830,471
722,560
992,158
214,335
61,495
92,063
196,071
512,531
413,143
578,709
187,812
2,212,045
842,335
848,996
814,432
835,930
912,710
767,228
749,504
1,318,926
721,251
553,230
1,120,538
414,429
410,683
149,483
583,115
1,233,570
328,468
873,596
|                                                                                                                                                                                                                                                                                                                                                                                                                                                            | ------------
$1,418,219
========                                                                                                                                                                                                                        | -------------
$25,157,470
=========                                                                                                                                                                                                                                                                      

---

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, 2000

|SERIES 5
Apartment Properties                                                                                                                                                                                                                                                                                                                                                                                                                               | Gross Amount At Which Carried At December 31, 2000
--------------------                                                                                                                                                                                           
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Partnership
-----------                                                                                                                                                                                                                                                                                                                                                                                                                                     | Land
----                                                                                                                                                                                                                                                         
|Seymour
Effingham
S.F. Winfield
S.F.Medicine Lodge
S.F. Ottawa
S.F. Concordia
Highland View
Carrollton Club
Scarlett Oaks
Brooks Hill
Greensboro
Greensboro II
Pine Terrace
Shellman
Blackshear
Crisp Properties
Crawford
Yorkshire
Woodcrest
Fox Ridge
Redmont II
Clayton
Alma
Pemberton Village
Magic Circle
Spring Hill
Menard Retirement
Wallis Housing
Zapata Housing
Mill Creek
Portland II
Georgetown
Cloverdale
S. Timber Ridge
Pineville
Ravenwood | $    59,500
38,500
18,000
21,600
25,200
28,000
16,220
248,068
44,475
77,500
15,930
16,845
14,700
13,500
60,000
48,000
16,600
100,788
70,000
39,781
25,000
35,600
45,000
12,020
22,660
70,868
21,000
13,900
46,323
28,000
15,000
50,393
40,000
50,123
66,221
14,300
|                                                                                                                                                                                                                                                                                                                                                                                                                                                            | ------------
$1,529,615
========                                                                                                                                                                                                                                  

---

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, 2000

SERIES 5

|Partnership
-----------                                                                                                                                                                                                                                                                                                                                                                                                                                     | Accumulated Depreciation
-------------------------------                                                                                                                                                                                                                                             | Depreciable Life
-------------------                                                                                                                                                                                                                                           
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Seymour
Effingham
S.F. Winfield
S.F.Medicine Lodge
S.F. Ottawa
S.F. Concordia
Highland View
Carrollton Club
Scarlett Oaks
Brooks Hill
Greensboro
Greensboro II
Pine Terrace
Shellman
Blackshear
Crisp Properties
Crawford
Yorkshire
Woodcrest
Fox Ridge
Redmont II
Clayton
Alma
Pemberton Village
Magic Circle
Spring Hill
Menard Retirement
Wallis Housing
Zapata Housing
Mill Creek
Portland II
Georgetown
Cloverdale
S. Timber Ridge
Pineville
Ravenwood | $    538,966
342,565
147,729
189,319
263,622
251,999
222,039
938,951
525,516
504,233
250,588
315,796
265,100
284,469
466,216
339,485
275,693
513,700
388,598
198,510
193,759
302,052
361,847
278,365
280,992
521,993
143,784
187,521
302,887
654,734
214,023
239,603
352,211
484,929
152,941
154,589 | 5-27.5
5-27.5
5-27.5
5-27.5
5-27.5
5-27.5
5-40   
5-27.5
5-27.5
5-27.5
5-30   
 5-30   
5-30   
5-30   
5-30   
5-30   
5-30   
5-50   
5-40   
5-50   
5-50   
5-27.5
5-25   
5-27.5
5-27.5
5-25   
5-30   
5-30   
5-27.5
5-25   
5-27.5
5-50   
5-27.5
5-25   
5-27.5
5-27.5
|                                                                                                                                                                                                                                                                                                                                                                                                                                                            | --------------
$12,049,324
=========                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                

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, 2000

SERIES 6
Apartment Properties

|Partnership
-----------                                                                                                                                                                                                                                                                                                                                                                                                                        | L:ocation
--------                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | # of Units
----------                                                                                             | Mortgage Loan 
Balance   
-------------                                                                                                                                                                                                                                                                                                            
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Spruce
Shannon Apartments
Carthage
Mt. Crest
Coal City
Blacksburg Terrace
Frazier
Ehrhardt
Sinton
Frankston
Flagler Beach
Oak Ridge
Monett
Arma
Southwest City
Meadowcrest
Parsons
Newport Village
Goodwater Falls
Northfield Station
Pleasant Hill Square
Winter Park
Cornell
Heritage Drive S.
Brodhead
Mt. Village
Hazelhurst
Sunrise
Stony Creek
Logan Place
Haines
Maple Wood
Summerhill
Dorchester
Lancaster
Autumn Village
Hardy
Dawson | Pierre, SD
O'Neill, NE
Carthage, MO
Enterprise, OR
Coal City, IL
Blacksburg, SC
Smyrna, DE
Ehrhardt, SC
Sinton, TX
Frankston, TX
Flagler Beach, FL
Williamsburg, KY
Monett, MO
Arma, KS
Southwest City, MO
Luverne, AL
Parsons, KS
Newport, TN
Jenkins, KY
Corbin, KY
Somerset, KY
Mitchell, SD
Watertown, SD
Jacksonville, TX
Brodhead, KY
Mt. Vernon, KY
Hazlehurst, MS
Yankton, SD
Hooversville, PA
Logan, OH
Haines, AK
Barbourville, KY
Gassville, AR
St. George, SC
Mountain View, AR
Harrison, AR
Hardy, AR
Dawson, GA | 24
16
24
39
24
32
30
16
32
24
43
24
32
28
12
32
48
40
36
24
24
24
24
40
24
24
32
33
32
40
32
24
28
12
33
16
24
40 | $     913,888
535,002
574,443
1,003,441
978,624
1,085,689
1,472,741
562,351
851,413
560,154
1,384,398
813,154
787,872
718,028
318,921
1,006,947
1,261,609
1,303,706
1,129,557
800,291
789,660
1,002,800
870,873
982,793
788,619
784,533
976,681
1,160,861
1,345,279
1,254,014
2,386,319
798,295
797,590
464,457
1,117,030
227,331
342,866
1,189,146
|                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                   | -------------
$35,341,376
=========                                                                                                                                                                                                                                                                                                                

---

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, 2000

SERIES 6

|Apartment Properties                                                                                                                                                                                                                                                                                                                                                                                                                          | Cost At Acquisition
--------------------                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                       
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Partnership
-----------                                                                                                                                                                                                                                                                                                                                                                                                                       | Land
----                                                                                                                                                                                                                                                            | Buildings, Improvements
and Equipment
-------------                                                                                                                                                                                                                                                                                                   
|Spruce
Shannon Apartments
Carthage
Mt. Crest
Coal City
Blacksburg Terrace
Frazier
Ehrhardt
Sinton
Frankston
Flagler Beach
Oak Ridge
Monet
Arma
Southwest City
Meadowcrest
Parsons
Newport Village
Goodwater Falls
Northfield Station
Pleasant Hill Square
Winter Park
Cornell
Heritage Drive S.
Brodhead
Mt. Village
Hazelhurst
Sunrise
Stony Creek
Logan Place
Haines
Maple Wood
Summerhill
Dorchester
Lancaster
Autumn Village
Hardy
Dawson | $  60,040
5,000
115,814
64,914
60,055
39,930
51,665
9,020
42,103
30,000
118,575
40,000
170,229
85,512
67,303
72,500
49,780
61,350
32,000
44,250
35,000
95,000
32,000
44,247
21,600
55,000
60,000
90,000
0
39,300
189,323
79,000
23,000
13,000
37,500
20,000
0
40,000 | $   108,772
94,494
578,597
1,143,675
1,121,477
1,278,860
1,619,209
671,750
985,010
639,068
1,534,541
995,782
782,795
771,316
319,272
1,130,651
1,483,188
1,470,505
1,142,517
977,220
893,323
1,121,119
1,017,572
1,151,157
932,468
884,596
1,118,734
1,269,252
1,428,656
1,477,527
2,851,953
924,144
788,157
239,455
1,361,272
595,604
473,695
346,569
|                                                                                                                                                                                                                                                                                                                                                                                                                                              | ------------
$2,094,010
========                                                                                                                                                                                                                                     | -------------
$37,723,952
=========                                                                                                                                                                                                                                                                                                                   

---

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, 2000

|SERIES 6
Apartment Properties                                                                                                                                                                                                                                                                                                                                                                                                                 | Gross Amount At Which Carried At December 31, 2000                                                                                                                                                                                                                                 
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Partnership
-----------                                                                                                                                                                                                                                                                                                                                                                                                                       | Land
-----                                                                                                                                                                                                                                                                         
|Spruce
Shannon Apartments
Carthage
Mt. Crest
Coal City
Blacksburg Terrace
Frazier
Ehrhardt
Sinton
Frankston
Flagler Beach
Oak Ridge
Monett
Arma
Southwest City
Meadowcrest
Parsons
Newport Village
Goodwater Falls
Northfield Station
Pleasant Hill Square
Winter Park
Cornel
Heritage Drive S.
Brodhead
Mt. Village
Hazelhurst
Sunrise
Stony Creek
Logan Place
Haines
Maple Wood
Summerhill
Dorchester
Lancaster
Autumn Village
Hardy
Dawson | $    86,308
18,406
115,814
64,914
60,055
39,930
51,665
9,020
42,103
30,000
118,575
40,000
170,229
89,512
79,336
72,500
49,780
61,350
32,000
44,250
35,000
95,000
35,592
53,837
21,600
55,000
60,000
112,363
104,800
39,300
189,323
79,000
23,000
13,000
37,500
20,000
21,250
40,000
|                                                                                                                                                                                                                                                                                                                                                                                                                                              | ------------
$2,311,312
========                                                                                                                                                                                                                                                   

---

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, 2000

SERIES 6

|Partnership
-----------                                                                                                                                                                                                                                                                                                                                                                                                                        | Accumulated Depreciation
---------------------------                                                                                                                                                                                                                                                                 | Depreciable Life
-----------------                                                                                                                                                                                                                                                    
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Spruce
Shannon Apartments
Carthage
Mt. Crest
Coal City
Blacksburg Terrace
Frazier
Ehrhardt
Sinton
Frankston
Flagler Beach
Oak Ridge
Monett
Arma
Southwest City
Meadowcrest
Parsons
Newport Village
Goodwater Falls
Northfield Station
Pleasant Hill Square
Winter Park
Cornell
Heritage Drive S.
Brodhead
Mt. Village
Hazelhurst
Sunrise
Stony Creek
Logan Place
Haines
Maple Wood
Summerhill
Dorchester
Lancaster
Autumn Village
Hardy
Dawson | $    318,970
151,379
303,186
433,487
275,244
476,409
587,262
219,174
190,918
122,749
373,629
331,431
363,102
349,032
152,806
293,274
531,663
537,597
326,376
236,875
223,788
341,011
247,460
422,738
215,014
207,286
263,607
402,028
363,310
411,829
920,157
303,260
275,583
168,647
324,000
138,654
203,011
252,373 | 5-30   
5-40   
5-27.5
5-27.5
5-27.5
5-27.5
5-27.5
5-27.5
5-50   
5-30   
5-40   
5-27.5
5-27.5
5-27.5
5-27.5
5-40   
5-27.5
5-27.5
5-27.5
5-27.5
5-27.5
5-40   
5-40   
5-25   
5-40   
5-50   
5-40   
5-27.5
5-27.5
5-27.5
5-27.5
5-27.5
5-27.5
5-27.5
5-40   
5-40   
5-40   
5-40
|                                                                                                                                                                                                                                                                                                                                                                                                                                               | -------------
$12,258,319
=========                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                       

---

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 2000
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, 1999
 Additions during period:
  Acquisitions through foreclosure
  Other acquisitions
  Improvements, etc.
  Other
 Deductions during period:
  Cost of real estate sold
  Other | 0
   9,268
        0
        0
----------
        0
        0
---------- | $28,283,758
       9,268
           0
--------------
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------ | ----------------------------------------------------
|Balance at end of period -
December 31, 2000                                                                                                                                                                                             |                                                                          | $28,293,026
=========                               

Reconciliation of Accumulated Depreciation current year changes:

|Balance at beginning of period -
December 31, 1999
  Current year expense
  Less Accumulated Depreciation of real estate sold
  Other | 893,266
       1
       0
--------- | $ 8,394,446
     893,267
---------------
|------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------- | ----------------------------------------
|Balance at end of period -
December 31, 2000                                                                                          |                                     | $ 9,287,713
=========                   

---

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 2000
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, 1999
 Additions during period:
  Acquisitions through foreclosure
  Other acquisitions
  Improvements, etc.
  Other
 Deductions during period:
  Cost of real estate sold
  Other | 0
46,768
      0
      0
--------
     71
      0
--------- | $27,573,906
      46,768
          (71)
----------------
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------- | --------------------------------------------------------
|Balance at end of period -
December 31, 2000                                                                                                                                                                                             |                                                             | $27,620,603
=========                                   

Reconciliation of Accumulated Depreciation current year changes:

|Balance at beginning of period -
December 31, 1999
  Current year expense
  Less Accumulated Depreciation of real estate sold
  Other | 932,976
     (71)
       0
--------- | $10,647,074
    932,905
--------------
|------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------ | --------------------------------------
|Balance at end of period -
December 31, 2000                                                                                          |                                      | $11,579,979
=========                 

---

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 2000
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, 1999
 Additions during period:
  Acquisitions through foreclosure
  Other acquisitions
  Improvements, etc.
  Other
 Deductions during period:
  Cost of real estate sold
  Other | 0
 68,087
       0
       0
----------
  1,400
       0
--------- | $32,657,409
      68,087
      (1,400)
---------------
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------- | ------------------------------------------------------
|Balance at end of period -
December 31, 2000                                                                                                                                                                                             |                                                                   | $32,724,096
=========                                 

Reconciliation of Accumulated Depreciation current year changes:

|Balance at beginning of period -
December 31, 1999
  Current year expense
  Less Accumulated Depreciation of real estate sold
  Other | 975,996
  (1,400)
        0
----------- | $ 9,323,398
    974,596
--------------
|------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------- | --------------------------------------
|Balance at end of period -
December 31, 2000                                                                                          |                                         | $10,297,994
=========                 

---

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 2000
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, 1999
 Additions during period:
  Acquisitions through foreclosure
  Other acquisitions
  Improvements, etc.
  Other
 Deductions during period:
  Cost of real estate sold
  Other | 0
  146,876
         0
         0
------------
         0
         0
----------- | $40,001,781
    146,876
           0
--------------
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------- | ---------------------------------------------------
|Balance at end of period -
December 31, 2000                                                                                                                                                                                             |                                                                                  | $40,148,657
=========                              

Reconciliation of Accumulated Depreciation current year changes:

|Balance at beginning of period -
December 31, 1999
  Current year expense
  Less Accumulated Depreciation of real estate sold
  Other | 1,283,498
         1
         0
------------ | $10,765,825
  1,283,499
---------------
|------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------- | ---------------------------------------
|Balance at end of period -
December 31, 2000                                                                                          |                                              | $12,049,324
=========                  

---

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 2000
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, 1999
 Additions during period:
  Acquisitions through foreclosure
  Other acquisitions
  Improvements, etc.
  Other
 Deductions during period:
  Cost of real estate sold
  Other | 0
 110,682
        0
        0
-----------
      198
         0
------------ | $44,114,369
    110,682
        (198)
---------------
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------- | -----------------------------------------------------
|Balance at end of period -
December 31, 2000                                                                                                                                                                                             |                                                                              | $44,224,853
=========                                

Reconciliation of Accumulated Depreciation current year changes:

|Balance at beginning of period -
December 31, 1999
  Current year expense
  Less Accumulated Depreciation of real estate sold
  Other | 1,337,680
        (198)
           0
-------------- | $10,920,837
  1,337,482
--------------
|------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------- | --------------------------------------
|Balance at end of period -
December 31, 2000                                                                                          |                                                     | $12,258,319
=========                 

---

GATEWAY TAX CREDIT FUND II LTD.
SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE
AS OF DECEMBER 31, 2000

SERIES 2

|PARTNERSHIP
------------------                                                                                                                                                                                                                                                                                                            | # OF
UNITS
------                                                 | BALANCE
--------                                                                                                                                                                                                                      | INTEREST
RATE
--------                                                                                                              | MONTHLY
DEBT
SERVICE
--------                                                                                                           | TERM
(YEARS)
------                                              
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------
|Claxton Elderly
Deerfield II
Hartwell Family
Cherrytree Apts.
Springwood Apts.
Lakeshore Apts.
Lewiston
Charleston
Sallisaw II
Pocola
Inverness Club
Pearson Elderly
Richland Elderly
Lake Park
Woodland Terrace
Mt. Vernon Elderly
Lakeland Elderly
Prairie Apartments
Sylacauga Heritage
Manchester Housing
Durango C.W.W.
Columbus Sr. | 24
24
24
33
32
34
25
32
47
36
72
25
33
48
30
21
29
21
44
49
24
16 | 656,695
700,345
703,780
1,197,021
1,250,054
1,051,402
997,605
841,377
1,194,484
985,142
2,980,216
628,827
865,584
1,482,326
885,618
572,822
779,324
973,796
1,382,527
1,453,789
1,031,466
435,961
-------------
$23,050,151
========= | 8.75%
8.75%
8.75%
8.75%
8.75%
8.75%
9.00%
8.75%
8.75%
8.75%
8.75%
9.00%
8.75%
9.00%
8.75%
8.75%
8.75%
9.00%
8.75%
8.75%
9.00%
8.25% | 5,883
6,284
5,307
9,011
9,218
7,905
7,720
6,333
8,980
7,407
27,905
4,926
6,517
11,466
6,666
4,309
5,882
7,515
10,536
10,958
7,739
3,102 | 50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50

---

GATEWAY TAX CREDIT FUND II LTD
SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE
AS OF DECEMBER 31, 2000

SERIES 3

|PARTNERSHIP
-----------                                                                                                                                                                                                                                                                                                    | # OF
UNITS
------                                                    | BALANCE
--------                                                                                                                                                                                                                                | INTEREST
RATE
--------                                                                                                                     | MONTHLY
DEBT
SERVICE
--------                                                                                                                 | TERM
(YEARS)
------                                                 
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------ | --------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------
|Poteau II
Sallisaw
Nowata Properties
Waldron Properties
Roland II
Stilwell
Birchwood Apts.
Hornellsville
Sunchase II
CE McKinley II
Weston Apartments
Countrywood Apts.
Wildwood Apts.
Hancock
Hopkins
Elkhart Apts
Bryan Senior
Brubaker Square
Southwood
Villa Allegra
Belmont Senior
Heritage Villas
Logansport Seniors | 52
52
32
24
52
48
24
24
41
16
10
40
28
12
24
54
40
38
44
32
24
25
32 | 1,300,358
1,309,754
855,517
638,726
1,308,646
1,190,826
787,101
893,211
1,190,623
614,230
274,115
1,197,692
847,855
364,842
745,657
1,139,939
1,077,337
1,114,635
1,484,550
897,433
762,687
676,816
896,174
-------------
$21,568,724
========= | 9.50%
9.50%
9.50%
9.00%
9.50%
9.50%
9.50%
9.00%
9.00%
8.75%
9.00%
9.00%
9.50%
9.50%
8.75%
9.00%
10.00%
9.00%
9.25%
9.00%
9.00%
8.75%
8.75% | 10,682
10,654
6,905
4,950
10,657
9,727
6,410
6,927
9,279
5,146
2,131
9,310
6,906
3,119
5,815
9,198
9,455
8,646
11,752
7,053
6,001
5,110
6,745 | 50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
40
50
50
50
50
50
50
50

---

GATEWAY TAX CREDIT FUND II LTD.
SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE
AS OF DECEMBER 31, 2000

SERIES 4

|PARTNERSHIP
-----------                                                                                                                                                                                                                                                                                                                                                                                                                          | # OF
UNITS
------                                                                      | BALANCE
--------                                                                                                                                                                                                                                                                                                                                                                                                                           | INTEREST
       RATE
        ------                                                                                                                                            | MONTHLY
   DEBT
SERVICE
  --------                                                                                                                                                | TERM
(YEARS)
------                                                                   
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------
|Alsace Village
Seneca Apartments
Eudora Senior
Westville
Wellsville Senior
Stilwell II
Spring Hill Senior
Smithfield
Tarpon Heights
Oaks Apartments
Wynnwood Common
Chestnut Apartments
St. George
Williston
Brackettville Sr.
Sonora Seniors
Ozona Seniors
Fredericksburg Sr.
St. Joseph
Courtyard
Rural Development
Jasper Villas
Edmonton Senior
Jonesville Manor
Norton Green
Owingsville Senior
Timpson Seniors
Piedmont
S.F. Arkansas City | 24
24
36
36
24
52
24
40
48
32
34
24
24
24
32
32
24
48
24
21
25
25
24
40
40
22
28
36
12 | 636,456
      607,644
      957,247
      858,040
      646,848
   1,287,059
      696,131
   1,536,905
   1,241,918
      834,069
   1,369,019
      854,138
      753,183
      797,132
      820,665
      842,078
      630,567
   1,202,599
      826,779
      710,352
   1,204,513
      857,944
      754,792
   1,349,177
   1,339,960
      705,391
      672,231
   1,042,626
      340,113
  --------
  $26,375,576
  ======== | 9.00%
9.00%
8.75%
8.75%
8.75%
8.75%
8.75%
8.75%
8.75%
9.00%
8.75%
8.75%
8.75%
9.00%
8.75%
8.75%
8.75%
8.75%
9.00%
9.25%
9.25%
8.75%
9.00%
8.75%
8.75%
9.00%
8.75%
8.75%
10.62% | 4,915
4,692
7,269
6,448
4,859
9,672
5,236
11,746
9,347
6,663
10,300
6,419
5,677
6,147
6,172
6,337
4,744
9,050
6,379
5,622
9,539
6,450
5,688
10,159
10,085
5,297
5,058
7,856
3,056 | 50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50

---

GATEWAY TAX CREDIT FUND II LTD.
SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE
AS OF DECEMBER 31, 2000

SERIES 5

|PARTNERSHIP
-----------                                                                                                                                                                                                                                                                                                                                                                                                                                    | # OF
UNITS
------                                                                                           | BALANCE
--------                                                                                                                                                                                                                                                                                                                                        | INTEREST
RATE
--------                                                                                                                                                                                                      | MONTHLY
DEBT
SERVICE
--------                                                                                                                                                                                               | TERM
(YEARS)
------                                                                                        
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------
|Seymour
Effingham
S.F. Winfield
S.F.Medicine Lodge
S.F. Ottawa
S.F. Concordia
Highland View
Carrollton Club
Scarlett Oaks
Brooks Hill
Greensboro
Greensboro II
Pine Terrace
Shellman
Blackshear
Crisp Properties
Crawford
Yorkshire
Woodcrest
Fox Ridge
Redmont II
Clayton
Alma
Pemberton Village
Magic Circle
Spring Hil
Menard Retirement
Wallis Housing
Zapata Housing
Mill Creek
Portland II
Georgetown
Cloverdale
S. Timber Ridge
Pineville
Ravenwood | 37
24
12
16
24
20
24
78
40
44
24
33
25
27
46
31
25
60
40
24
24
24
24
24
24
36
24
24
40
60
20
24
24
44
12
24 | 1,238,578
802,841
331,362
452,826
570,296
553,870
713,607
2,679,584
1,387,671
1,459,926
732,328
903,520
726,185
738,504
1,318,406
930,841
744,092
2,082,405
1,288,819
735,379
694,245
668,345
732,587
637,229
653,172
1,126,416
627,439
433,239
978,615
1,432,573
582,619
740,378
757,370
1,063,079
319,682
726,511
-------------
$32,564,539
========= | 8.75%
8.75%
11.37%
10.62%
10.62%
11.87%
8.75%
7.75%
8.25%
8.25%
7.75%
7.75%
8.25%
8.25%
8.25%
8.25%
8.25%
8.25%
8.25%
9.00%
8.75%
8.25%
8.75%
8.75%
8.75%
8.25%
8.75%
8.75%
8.75%
8.25%
8.75%
8.25%
8.75%
8.75%
8.25%
7.25% | 9,346
6,032
3,016
4,049
5,126
5,498
5,473
18,064
9,870
10,398
4,937
6,129
5,172
5,264
9,389
6,632
5,302
14,842
9,402
5,673
5,355
4,760
8,018
4,782
4,913
8,018
4,715
3,688
7,377
10,192
4,388
5,265
5,693
7,986
2,318
4,595 | 50
50
50
50
50
50
40
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50

---

GATEWAY TAX CREDIT FUND II LTD.
SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE
AS OF DECEMBER 31, 2000

|SERIES 6

PARTNERSHIP
-----------                                                                                                                                                                                                                                                                                                                                                                                                              | # OF
UNITS
------                                                                                                 | BALANCE
--------                                                                                                                                                                                                                                                                                                                                                                  | INTEREST
RATE
--------                                                                                                                                                                                                              | MONTHLY
DEBT
SERVICE
--------                                                                                                                                                                                                         | TERM
(YEARS)
------                                                                                              
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------
|Spruce
Shannon Apartments
Carthage
Mt. Crest
Coal City
Blacksburg Terrace
Frazier
Ehrhardt
Sinton
Frankston
Flagler Beach
Oak Ridge
Monett
Arma
Southwest City
Meadowcrest
Parsons
Newport Village
Goodwater Falls
Northfield Station
Pleasant Hill Square
Winter Park
Cornell
Heritage Drive S.
Brodhead
Mt. Village
Hazelhurst
Sunrise
Stony Creek
Logan Place
Haines
Maple Wood
Summerhill
Dorchester
Lancaster
Autumn Village
Hardy
Dawson | 24
16
24
39
24
32
30
16
32
24
43
24
32
28
12
32
48
40
36
24
24
24
24
40
24
24
32
33
32
40
32
24
28
12
33
16
24
40 | 913,888
535,002
574,443
1,003,441
978,624
1,085,689
1,472,741
562,351
851,413
560,154
1,384,398
813,154
787,872
718,028
318,921
1,006,947
1,261,609
1,303,706
1,129,557
800,291
789,660
1,002,800
870,873
982,793
788,619
784,533
976,681
1,160,861
1,345,279
1,254,014
2,386,319
798,295
797,590
464,457
1,117,030
227,331
342,866
1,189,146
-------------
$35,341,376
========= | 8.75%
8.75%
8.75%
8.25%
7.75%
8.25%
8.25%
7.75%
8.25%
8.75%
8.25%
8.25%
8.25%
8.75%
8.25%
8.25%
7.75%
7.75%
7.75%
7.75%
7.75%
8.25%
8.25%
8.25%
7.75%
8.25%
8.25%
8.75%
8.75%
8.25%
8.25%
7.75%
8.25%
7.75%
7.75%
7.00%
6.00%
7.25% | 6,857
4,014
4,371
7,150
6,578
7,738
10,470
3,791
6,063
4,207
9,864
5,800
5,598
5,388
2,271
7,160
8,485
8,798
7,980
5,379
5,315
7,131
6,193
6,990
5,303
5,574
7,105
8,711
9,065
8,909
16,950
5,381
5,911
3,118
7,775
2,608
3,639
7,524 | 50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
18
50

---

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 31, 2001                                      By:/s/ Ronald M. Diner                                                                     Ronald M. Diner
                                                                     President

Date:July 31, 2001                                    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 31, 2001                                   By:/s/ Ronald M. Diner                                                                  Ronald M. Diner
                                                                  President

Date:  July 31, 2001                                   By:/s/ Sandra L. Furey                                                                  Sandra L. Furey
                                                                  Secretary and Treasurer