GTWY2
                    SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, DC  20549

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

For the fiscal year ended                   March 31, 1999

Commission File Number                      0-19022

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

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

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

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

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

Indicate  by  check mark whether the Registrant: (1) has filed all  reports
required to be filed by Section 13 or 15(d) of the Securities Exchange  Act
of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject  to
such filing requirements for the past 90 days.

            YES     X                 NO

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

                                          Number of Units
  Title of Each Class                     March 31, 1999
Beneficial Assignee Certificates               2,310
General Partner Interest                          2

            DOCUMENTS INCORPORATED BY REFERENCE

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

PART I


Item 1.  Business

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

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

   Gateway  is  engaged in only one industry segment,  to  acquire  limited
partnership  interests  in  unaffiliated  limited  partnerships   ("Project
Partnerships"),  each  of which owns and operates  one  or  more  apartment
complexes eligible for Low-Income Housing Tax Credits under Section  42  of
the Internal Revenue Code ("Tax Credits"), received over a ten year period.
Subject  to  certain  limitations, Tax Credits may  be  used  by  Gateway's
investors to reduce their income tax liability generated from other  income
sources.   Gateway  will  terminate on December 31,  2040,  or  sooner,  in
accordance  with  the terms of its Limited Partnership  Agreement.   As  of
March  31, 1999, 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, 1999.  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, 1999, 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, 1999 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,  1999   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 15.1% of  the  Series'
total  assets, Series 3 is 11.8%, Series 4 is 7.3%, Series 5 is  12.6%  and
Series   6  is  13.7%.   The  following  table  provides  certain   summary
information  regarding the Project Partnerships in  which  Gateway  had  an
interest as of December 31, 1998:

Item 2 - Properties (continued):

SERIES 2
                                                                     OCCU-
                    LOCATION OF      #   OF   DATE    PROPERTY       PANCY
PARTNERSHIP         PROPERTY         UNIT   ACQUIRED    COST         RATE
-----------         -----------      -----  --------  --------       -----
Claxton Elderly     Claxton, GA          24     9/90    $   799,538  100%
Deerfield II        Douglas, GA          24     9/90        854,562   83%
Hartwell Family     Hartwell, GA         24     9/90        859,698   96%
Cherrytree Apts.    Albion, PA           33     9/90      1,439,636   91%
Springwood Apts.    Westfield, NY        32     9/90      1,511,700   94%
Lakeshore Apts.     Tuskegee, AL         34     9/90      1,267,543   91%
Lewiston            Lewiston, NY         25    10/90      1,233,935  100%
Charleston          Charleston, AR       32     9/90      1,076,098   81%
Sallisaw II         Sallisaw, OK         47     9/90      1,517,589   96%
Pocola              Pocola, OK           36    10/90      1,245,870   89%
Inverness Club      Inverness, FL        72     9/90      3,496,824   93%
Pearson Elderly     Pearson, GA          25     9/90        781,460  100%
Richland Elderly    Richland, GA         33     9/90      1,057,871   91%
Lake Park           Lake Park, GA        48     9/90      1,794,542   94%
Woodland Terrace    Waynesboro, GA       30     9/90      1,079,615   97%
Mt. Vernon Elderly  Mt. Vernon, GA       21     9/90        700,935   91%
Lakeland Elderly    Lakeland, GA         29     9/90        955,815   93%
Prairie Apartments  Eagle Butte, SD      21    10/90      1,257,226  100%
Sylacauga Heritage  Sylacauga, AL        44    12/90      1,759,614   93%
Manchester Housing  Manchester, GA       49     1/91      1,781,302   96%
Durango C.W.W.      Durango, CO          24     1/91      1,292,590  100%
Columbus Seniors    Columbus, KS         16     5/92        514,126  100%
                                      -----             -----------
                                        723             $28,278,089
                                       ====            ===========

The  aggregate average effective rental per unit is $3,387 per  year  ($282
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 $4,584 ($382 per month) on December 31, 1998.  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, 1998 the real estate taxes were $64,017.

Item 2 - Properties (continued):

SERIES 3
                                                                    OCCU-
                    LOCATION OF      #   OF   DATE   PROPERTY       PANCY
PARTNERSHIP         PROPERTY         UNIT   ACQUIRED  COST          RATE
-----------         -----------      -----  -------- --------       -----
Poteau II           Poteau, OK           52     8/90     $1,789,148   96%
Sallisaw            Sallisaw, OK         52     8/90      1,744,103  100%
Nowata Properties   Oolagah, OK          32     8/90      1,148,484   94%
Waldron Properties  Waldron, AR          24     9/90        860,273   96%
Roland II           Roland, OK           52    10/90      1,804,010   87%
Stilwell            Stilwell, OK         48    10/90      1,597,701   92%
Birchwood Apts.     Pierre, SD           24     9/90      1,051,392   92%
Hornellsville       Arkport, NY          24     9/90      1,097,600   92%
Sunchase II         Watertown, SD        41     9/90      1,344,334   98%
CE McKinley II      Rising Sun, MD       16     9/90        796,134  100%
Weston Apartments   Weston, AL           10    11/90        339,949   50%
Countrywood Apts.   Centreville, AL      40    11/90      1,519,764  100%
Wildwood Apts.      Pineville, LA        28    11/90      1,084,325   86%
Hancock             Hawesville, KY       12    12/90        440,425  100%
Hopkins             Madisonville, KY     24    12/90        927,256  100%
Elkhart Apts.       Elkhart, TX          54     1/91      1,546,912   87%
Bryan Senior        Bryan, OH            40     1/91      1,186,268   93%
Brubaker Square     New Carlisle, OH     38     1/91      1,452,524   89%
Southwood           Savannah, TN         44     1/91      1,792,293  100%
Villa Allegra       Celina, OH           32     1/91      1,134,780   94%
Belmont Senior      Cynthiana, KY        24     1/91        935,143  100%
Heritage Villas     Helena, GA           25     3/91        823,974   92%
Logansport Seniors  Logansport, LA       32     3/91      1,086,394   94%
                                       ----             -----------
                                        768             $27,503,186
                                       ====            ===========

The average effective rental per unit is $2,937 per year ($245 per month).


Item 2 - Properties (continued):

SERIES 4
                                                                    OCCU-
                    LOCATION OF         #  OF   DATE     PROPERTY   PANCY
PARTNERSHIP         PROPERTY            UNIT   ACQUIRED    COST     RATE
-----------         -----------         ----   --------  --------   ------
Alsace              Soda Springs, ID       24    12/90      $800,927   92%
Seneca Apartments   Seneca, MO             24     2/91       724,685  100%
Eudora Senior       Eudora, KS             36     3/91     1,257,482   94%
Westville           Westville, OK          36     3/91     1,101,686  100%
Wellsville Senior   Wellsville, KS         24     3/91       810,970   92%
Stilwell II         Stilwell, OK           52     3/91     1,657,974   96%
Spring Hill Sr.     Spring Hill, KS        24     3/91     1,036,369  100%
Smithfield          Smithfield, UT         40     4/91     1,841,135   93%
Tarpon Heights      Galliano, LA           48     4/91     1,493,434   98%
Oaks Apartments     Oakdale, LA            32     4/91     1,032,509   97%
Wynnwood Common     Fairchance, PA         34     4/91     1,679,018   97%
Chestnut            Howard, SD             24     5/91     1,052,686   50%
Apts -St. George    St. George, SC         24     6/91       940,861   88%
Williston           Williston, SC          24     6/91     1,002,600  100%
Brackettville Sr.   Brackettville, TX      32     6/91       991,966   94%
Sonora Seniors      Sonora, TX             32     6/91     1,013,315  100%
Ozona Seniors       Ozona, TX              24     6/91       759,843   96%
Fredericksburg Sr.  Fredericksburg, TX     48     6/91     1,402,563  100%
St. Joseph          St. Joseph, IL         24     6/91       976,453  100%
Courtyard           Huron, SD              21     6/91       846,512  100%
Rural Development   Ashland, ME            25     6/91     1,422,482   96%
Jasper Villas       Jasper, AR             25     6/91     1,101,517   92%
Edmonton Senior     Edmonton, KY           24     6/91       906,714   96%
Jonesville Manor    Jonesville, VA         40     6/91     1,722,741   98%
Norton Green        Norton, VA             40     6/91     1,695,989  100%
Owingsville Senior  Owingsville, KY        22     8/91       848,044  100%
Timpson Seniors     Timpson, TX            28     8/91       815,916  100%
Piedmont            Barnesville, GA        36     8/91     1,289,047   89%
S.F. Arkansas City  Arkansas City, KS      12     8/91       412,031  100%
                                         ----             ----------
                                          879             32,637,469
                                         ====             ==========
The average effective rental per unit is $3,272 per year ($273 per month).

Item 2 - Properties (continued):

SERIES 5
                                                                     OCCU-
                    LOCATION OF         #   OF  DATE     PROPERTY    PANCY
PARTNERSHIP         PROPERTY            UNIT   ACQUIRED    COST      RATE
-----------         -----------         ----   --------  --------    -----
Seymour             Seymour, IN             37    8/91    1,518,441    97%
Effingham           Effingham, IL           24    8/91      980,617   100%
S.F. Winfield       Winfield, KS            12    8/91      400,920    92%
S.F.Medicine Lodge  Medicine Lodge,KS       16    8/91      564,559    94%
S.F. Ottawa         Ottawa, KS              24    8/91      707,449    96%
S.F. Concordia      Concordia, KS           20    8/91      686,962   100%
Highland View       Elgin, OR               24    9/91      882,527    88%
Carrollton Club     Carrollton, GA          78    9/91    3,217,901    95%
Scarlett Oaks       Lexington, SC           40    9/91    1,675,974   100%
Brooks Hill         Ellijay, GA             44    9/91    1,750,689    98%
Greensboro          Greensboro, GA          24    9/91      866,259    96%
Greensboro II       Greensboro, GA          33    9/91    1,088,664   100%
Pine Terrace        Wrightsville, GA        25    9/91      885,185    92%
Shellman            Shellman, GA            27    9/91      901,648    89%
Blackshear          Cordele, GA             46    9/91    1,593,662   100%
Crisp Properties    Cordele, GA             31    9/91    1,127,994    94%
Crawford            Crawford, GA            25    9/91      907,712   100%
Yorkshire           Wagoner, OK             60    9/91    2,543,876    97%
Woodcrest           South Boston, VA        40    9/91    1,574,776   100%
Fox Ridge           Russellville, AL        24    9/91      889,941   100%
Redmont II          Red Bay, AL             24    9/91      840,596   100%
Clayton             Clayton, OK             24    9/91      871,530    79%
Alma                Alma, AR                24    9/91      957,710   100%
Pemberton Village   Hiawatha, KS            24    9/91      766,979    88%
Magic Circle        Eureka, KS              24    9/91      796,127    88%
Spring Hill         Spring Hill, KS         36    9/91    1,449,378    94%
Menard Retirement   Menard, TX              24    9/91      762,072    92%
Wallis Housing      Wallis, TX              24    9/91      578,454    83%
Zapata Housing      Zapata, TX              40    9/91    1,238,405    88%
Mill Creek          Grove, OK               60   11/91    1,741,669   100%
Portland II         Portland, IN            20   11/91      732,163   100%
Georgetown          Georgetown, OH          24   11/91      921,985    96%
Cloverdale          Cloverdale, IN          24    1/92      943,909   100%
So. Timber Ridge    Chandler, TX            44    1/92    1,283,029    96%
Pineville           Pineville, MO           12    5/92      391,889   100%
Ravenwood           Americus, GA            24    1/94      887,896    85%
                                         -----          -----------
                                         1,106           39,929,547
                                          ====           ===========
The average effective rental per unit is $3,141 per year ($262 per month).

Item 2 - Properties (continued):

SERIES 6
                                                                      OCCU-
                    LOCATION OF         #   OF   DATE     PROPERTY    PANCY
PARTNERSHIP         PROPERTY            UNIT   ACQUIRED     COST      RATE
-----------         -----------         -----  --------   --------    ------
Spruce              Pierre, SD              24    11/91    1,122,161   92%
Shannon             O'Neill, NE             16    11/91      650,675   100%
Carthage            Carthage, MO            24     1/92      698,313   92%
Mountain Crest      Enterprise, OR          39     3/92    1,238,874   85%
Coal City           Coal City, IL           24     3/92    1,216,372   100%
Blacksburg Terrace  Blacksburg, SC          32     4/92    1,323,070   100%
Frazer Place        Smyrna, DE              30     4/92    1,673,104   100%
Ehrhardt            Ehrhardt, SC            16     4/92      685,776    81%
Sinton              Sinton, TX              32     4/92    1,039,306    94%
Frankston           Frankston, TX           24     4/92      674,981   100%
Flagler Beach       Flagler Beach, FL       43     5/92    1,653,116   100%
Oak Ridge           Williamsburg, KY        24     5/92    1,037,966   100%
Monett              Monett, MO              32     5/92      958,788   100%
Arma                Arma, KS                28     5/92      870,842    93%
Southwest City      Southwest City, MO      12     5/92      388,165   100%
Meadowcrest         Luverne, AL             32     6/92    1,203,738    97%
Parsons             Parsons, KS             48     7/92    1,532,968   100%
Newport Village     Newport, TN             40     7/92    1,613,724   100%
Goodwater Falls     Jenkins, KY             36     7/92    1,393,363   100%
Northfield Station  Corbin, KY              24     7/92    1,022,561    92%
Pleasant Hill       Somerset, KY            24     7/92      954,810    96%
Winter Park         Mitchell, SD            24     7/92    1,252,759    96%
Cornell             Watertown, SD           24     7/92    1,081,014    96%
Heritage Drive So.  Jacksonville, TX        40     1/92    1,199,590    98%
Brodhead            Brodhead, KY            24     7/92      956,534    75%
Mt. Village         Mt. Vernon, KY          24     7/92      943,158    92%
Hazlehurst          Hazlehurst, MS          32     8/92    1,181,404   100%
Sunrise             Yankton, SD             33     8/92    1,366,792    97%
Stony Creek         Hooversville, PA        32     8/92    1,649,283    84%
Logan Place         Logan, OH               40     9/92    1,522,650    88%
Haines              Haines, AK              32     8/92    3,030,343    88%
Maple Wood          Barbourville, KY        24     8/92    1,007,744    96%
Summerhill          Gassville, AR           28     9/92      841,241    96%
Dorchester          St. George, SC          12     9/92      562,272   100%
Lancaster           Mountain View, AR       33     9/92    1,382,821   100%
Autumn Village      Harrison, AR            16     7/92      615,604   100%
Hardy               Hardy, AR               24     7/92      936,545    92%
Dawson              Dawson, GA              40    11/93    1,474,973   100%
                                          ----            ----------
                                         1,086            43,957,400
                                         =====            ==========

The average effective rental per unit is $3,439 per year ($287 per month).


<PAGE>
Item 2 - Properties (continued):

A summary of the cost of the properties at December 31, 1998, 1997 and 1996
is as follows:

                                 12/31/98
                         SERIES 2           SERIES 3         SERIES 4
Land                             $1,012,180       $ 985,546     $ 1,188,112
Land Improvements                   123,358         242,943         143,608
Buildings                        26,240,151      25,157,917      29,897,293
Furniture and Fixtures              902,400       1,116,780       1,408,453
Construction in Progress                  0               0               0
                                -----------     -----------      ----------
Properties, at Cost
Less: Accum.Depreciation         28,278,089      27,503,186      32,637,466
                                  7,497,204       9,442,106       8,340,684
Properties, Net                 -----------    ------------      ----------
                                 20,780,885      18,061,080      24,296,782
                                ===========     ===========     ===========

                         SERIES 5           SERIES 6         TOTAL
Land                            $ 1,456,671     $ 1,779,755     $ 6,422,264
Land Improvements                    59,966         475,244       1,045,119
Buildings                        36,889,183      39,742,035     157,926,579
Furniture and Fixtures            1,523,727       1,960,336       6,911,696
Construction in Progress                  0               0               0
                                 ----------      ----------     -----------
Properties, at Cost              39,929,547      43,957,370     172,305,658
Less: Accum.Depreciation          9,481,184       9,550,937      44,312,115
                                 ----------      ----------     -----------
Properties, Net                  30,448,363      34,406,433     127,993,543
                                ===========     ===========    ============

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

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

                                 12/31/96
                         SERIES 2           SERIES 3         SERIES 4
Land                            $ 1,012,180      $  985,546     $ 1,188,112
Land Improvements                   110,157         370,083         120,607
Buildings                        26,256,812      24,975,936      29,950,050
Furniture and Fixtures              819,983       1,084,398       1,305,988
Construction in Progress                  0               0               0
                                -----------     -----------     -----------
Properties, at Cost              28,199,132      27,415,963      32,564,757
Less: Accum.Depreciation          5,649,101       7,624,569       6,264,280
                                -----------     -----------     -----------
Properties, Net                 $22,550,031     $19,791,394     $26,300,477
                                ===========     ===========     ===========

                         SERIES 5           SERIES 6         TOTAL
Land                            $ 1,461,156     $ 1,779,755    $  6,426,749
Land Improvements                    71,068         449,010       1,120,925
Buildings                        36,811,454      39,702,357     157,696,609
Furniture and Fixtures            1,468,845       1,821,854       6,501,068
Construction in Progress                  0               0               0
                                -----------     -----------    ------------
Properties, at Cost              39,812,523      43,752,976     171,745,351
Less: Accum.Depreciation          6,839,405       6,668,399      33,045,754
                                -----------     -----------    ------------
Properties, Net                 $32,973,118     $37,084,577    $138,699,597
                                ===========     ===========    ============


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, 1999, 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, 1999
Beneficial Assignee Certificates                2,310
General Partner Interest                          2

Item 6.  Selected Financial Data

FOR THE YEARS ENDED MARCH 31,:
SERIES 2         1999        1998        1997       1996         1995
                 ----        ----        ----       ----         ----
Total
Revenues        $  41,405   $  41,272  $  36,217    $  36,532  $   34,922

Net Loss         (221,305)   (337,693)  (582,633)    (591,355)   (756,064)
Equity in
Losses of
Project
Partnerships     (126,899)   (288,412)  (527,175)    (537,111)   (699,847)
Total Assets      853,057   1,045,569  1,345,931    1,893,838   2,449,615

Investments
In Project
Partnerships      331,579     510,805    814,883    1,350,923   1,901,609

Per BAC: (A)

Tax Credits        166.30      166.40     166.40      166.30       166.30
Portfolio
   Income           12.90       13.10      12.10       11.20         9.70
Passive Loss      (144.60)    (147.90)   (141.90)    (126.10)     (131.30)

Net Loss           (35.71)     (54.48)    (94.00)     (95.41)     (121.99)


FOR THE YEARS ENDED MARCH 31,:
SERIES 3         1999        1998        1997       1996         1995
                 ----        ----        ----       ----         ----
Total
Revenues        $  44,329   $  65,111   $  31,128 $   31,179   $   29,718

Net Loss         (187,324)   (221,508)   (341,282)  (470,880)    (640,203)
Equity in
Losses of
Project
Partnerships     (105,820)   (198,168)   (285,853)  (421,996)    (579,907)
Total Assets      669,866     846,210   1,043,223  1,362,838    1,805,494

Investments
In Project
Partnerships      218,820     378,000     584,189    901,663    1,348,162

Per BAC: (A)

Tax Credits        164.30      176.60     176.40      176.65       175.12
Portfolio
   Income           14.10       20.10      13.90       14.00        12.00
Passive Loss      (145.00)    (154.10)   (146.40)    (143.30)     (135.00)

Net Loss           (33.99)     (40.19)    (61.93)     (85.44)     (116.17)


Item 6.  Selected Financial Data

FOR THE YEARS ENDED MARCH 31,:
SERIES 4         1999        1998        1997       1996         1995
                 ----        ----        ----       ----         ----
Total
Revenues        $  46,672   $  44,309  $  41,455    $  42,246  $   40,437

Net Loss         (348,671)   (485,415)  (696,010)    (705,639)   (758,528)
Equity in
Losses of
Project
Partnerships     (208,919)   (421,886)  (635,178)    (644,865)   (694,726)
Total Assets    1,280,602   1,600,054  2,048,377    2,711,102   3,379,586

Investments
In Project
Partnerships      676,348     981,823  1,423,319    2,073,510   2,737,516

Per BAC: (A)

Tax Credits        168.60      168.60     168.60      168.60       168.30
Portfolio
   Income           14.10       13.70      13.20       12.90        10.30
Passive Loss      (136.00)    (157.20)   (149.30)    (142.30)     (134.60)

Net Loss           (49.92)     (69.50)    (99.65)    (101.02)    (108.60)


FOR THE YEARS ENDED MARCH 31,:
SERIES 5         1999        1998        1997       1996         1995
                 ----        ----        ----       ----         ----
Total
Revenues        $  64,661   $  54,417   $  52,985  $   54,273  $   57,635

Net Loss         (403,555)   (813,502)   (997,362)   (781,436)   (817,018)
Equity in
Losses of
Project
Partnerships     (300,042)   (728,729)   (911,965)   (700,127)   (739,296)
Total Assets    1,932,914   2,306,065   3,078,890   4,041,606   4,790,100

Investments
In Project
Partnerships    1,145,581   1,500,087   2,268,632   3,211,868   3,950,979

Per BAC: (A)

Tax Credits        164.60      164.60      164.70      164.60      162.20
Portfolio
   Income           14.40       14.10       13.10       12.50       10.90
Passive Loss      (149.20)    (141.60)    (137.80)    (124.30)    (108.20)

Net Loss           (46.37)     (93.47)    (114.60)     (89.79)     (93.88)


Item 6.  Selected Financial Data

FOR THE YEARS ENDED MARCH 31,:
SERIES 6         1999        1998        1997       1996         1995
                 ----        ---         ----       ----         ----
Total
Revenues        $  50,722   $  49,707  $  47,326    $  48,446  $   48,235

Net Loss         (701,324)   (870,137)  (915,827)    (821,024)   (987,087)
Equity in
Losses of
Project
Partnerships     (601,405)   (761,923)  (805,310)    (710,986)   (875,023)
Total Assets    3,272,734   3,930,665  4,748,789    5,612,685   6,375,252

Investments
In Project
Partnerships    2,464,086   3,102,793  3,912,526    4,769,625   5,525,062

Per BAC: (A)

Tax Credits        165.50      165.50     165.40       165.40      161.70
Portfolio
   Income           12.90       12.90      11.30        10.70        7.70
Passive Loss      (129.30)    (124.30)   (122.10)     (117.30)    (119.80)

Net Loss           (68.71)     (85.25)    (89.72)      (80.44)     (96.71)

(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,   1999,   March  31,  1998  and  March  31,  1997.   The  General   and
Administrative  expenses - General Partner and General  and  Administrative
expenses - Other for the year ended March 31, 1999 are comparable to  March
31, 1998 and March 31, 1997.

  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, 1999, the  series
had  invested  $4,524,678 in 22 Project Partnerships located in  10  states
containing   723  apartment  units.   Average  occupancy  of  the   Project
Partnerships was 94% at December 31, 1998.

  Equity in Losses of Project Partnerships decreased from $288,412 for  the
year  ended March 31, 1998 to $126,899 for the year ended March  31,  1999.
This  decrease was due to additional suspended losses of $575,862 as  these
losses  would  reduce the investment in certain Project Partnerships  below
zero.   Equity in Losses of Project Partnerships of $288,412 for  the  year
ended March 31, 1998 were comparable to the year ended March 31, 1997.   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 $939,525, $935,616 and $919,877  for  the
years  ended December 31, 1996, 1997, and 1998 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, 1999, the Series had $169,513 of short-term investments (Cash
and Cash Equivalents).  It also had $351,965 in Zero Coupon Treasuries with
annual  maturities  providing $49,538 in fiscal  year  1999  increasing  to
$66,285 in fiscal year 2007.  Management believes the sources of funds  are
sufficient  to meet current and ongoing operating costs for the foreseeable
future, and to pay part of the Asset Management Fee.

  As disclosed on the statement of cash flows, the Series had a net loss of
$221,305 for the year ending March 31, 1999.  However, after adjusting  for
Equity  in  Losses of Project Partnerships of $126,899 and the  changes  in
operating assets and liabilities, net cash used in operating activities was
$34,321, of which $37,895 was the Asset Management Fee actually paid.  Cash
provided by investing activities totaled $42,983, consisting of $12,315  in
cash  distributions from the Project Partnerships and $30,668 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,  1999  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, 1998.

  Equity in Losses of Project Partnerships decreased from $285,853 for  the
year ended March 31, 1997 to $198,168 for the year ended March 31, 1998 and
to $105,820 for the year ended March 31, 1999.  These decreases were due to
suspended  losses  of $343,378, $463,688 and 548,603 for  the  years  ended
March 31, 1997, 1998, and 1999 respectively.  These losses would reduce the
investment  in  certain Project Partnerships below  zero.   (These  Project
Partnerships  reported depreciation and amortization of $925,984,  $923,055
and  $913,619  for  the  years ended December  31,  1996,  1997  and  1998,
respectively.)    Overall, management believes these  Project  Partnerships
are  operating  as  expected  and are generating  tax  credits  which  meet
projections.

 At March 31, 1999, the Series had $137,981 of short-term investments (Cash
and Cash Equivalents).  It also had $313,065 in Zero Coupon Treasuries with
annual  maturities  providing $44,063 in fiscal  year  1999  increasing  to
$58,940  in fiscal year 2007.  Management believes these sources  of  funds
are  sufficient to meet the Series' current and ongoing operating costs for
the foreseeable future, and to pay part of the Asset Management Fee.

  As disclosed on the statement of cash flows, the Series had a net loss of
$187,324  for the year ended March 31, 1999.  However, after adjusting  for
Equity  in  Losses of Project Partnerships of $105,820 and the  changes  in
operating assets and liabilities, net cash used in operating activities was
$48,724, of which $50,027 was the Asset Management Fee actually paid.  Cash
provided  by  investing activities totaled $51,083, consisting of  $23,805,
adjusted  by  $14,515  included  in Other  Income,  in  cash  distributions
received from the Project Partnerships and $27,278 from matured Zero Coupon
Treasuries.  There were no unusual events or trends to describe.

  Series  4  -  Gateway closed this series on May 31, 1991 after  receiving
$6,915,000  from  465  Assignees.  As of March 31,  1999,  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, 1998.

  Equity in Losses of Project Partnerships decreased from $635,178 for  the
year ended March 31, 1997 to $421,886 for the year ended March 31, 1998 and
to $208,919 for the year ended March 31, 1999.  (These Project Partnerships
reported  depreciation  and  amortization  of  $1,043,887,  $1,060,885  and
$1,016,293  for  the  years  ended  December  31,  1996,  1997  and   1998,
respectively.)    Overall, management believes these  Project  Partnerships
are  operating  as  expected  and are generating  tax  credits  which  meet
projections.

 At March 31, 1999, the Series had $207,632 of short-term investments (Cash
and Cash Equivalents).  It also had $396,622 in Zero Coupon Treasuries with
annual  maturities  providing $55,823 in fiscal  year  1999  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
$348,671  for the year ended March 31, 1999.  However, after adjusting  for
Equity  in  Losses of Project Partnerships of $208,919 and the  changes  in
operating assets and liabilities, net cash used in operating activities was
$42,177, of which $45,817 was the Asset Management Fee actually paid.  Cash
provided by investing activities totaled $52,933, consisting of $18,374  in
cash  distributions from the Project Partnerships and $34,559 from  matured
Zero  Coupon  Treasuries.   There  were no  unusual  events  or  trends  to
describe.

 A Project Partnership located in Howard, S.D. experienced significant
cash shortages from operations in 1998 due to low occupancy as a result of
layoffs at a local major employer.  The local general partner partially
funded the deficit by lending $22,000 in 1997 and $15,855 in 1998, they
also have deferred management fees in the amount of $32,727 for these same
years.   The project received approval for a $40 per unit rent increase as
of January 1999.  Management does not expect any materially adverse effect
to Gateway from this Project Partnership.

  Series 5 - Gateway closed this series on October 11, 1991 after receiving
$8,616,000  from  535  Assignees.  As of March 31,  1999,  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, 1998.

  Equity in Losses of Project Partnerships increased from $911,965 for  the
year ended March 31, 1997 to $728,729 for the year ended March 31, 1998 and
decreased  to  $300,042 for the year ended March 31, 1999.  (These  Project
Partnerships   reported  depreciation  and  amortization   of   $1,380,487,
$1,331,686 and $1,312,998 for the years ended December 31, 1996,  1997  and
1998,   respectively.)    Overall,  management   believes   these   Project
Partnerships are operating as expected and are generating tax credits which
meet projections.

 At March 31, 1999, the Series had $292,994 of short-term investments (Cash
and Cash Equivalents).  It also had $494,339 in Zero Coupon Treasuries with
annual  maturities  providing $66,576 in fiscal  year  1999  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
$403,555  for the year ended March 31, 1999.  However, after adjusting  for
Equity  in  Losses of Project Partnerships of $300,042 and the  changes  in
operating assets and liabilities, net cash used in operating activities was
$59,946, of which $62,738 was the Asset Management Fee actually paid.  Cash
provided  by investing activities totaled $72,127 consisting of $29,054  in
cash  distributions from the Project Partnerships and $43,073 from  matured
Zero  Coupon  Treasuries.   There  were no  unusual  events  or  trends  to
describe.

  Series  6  - Gateway closed this series on March 11, 1992 after receiving
$10,105,000  from  625  Assignees.  As of March 31, 1999,  the  series  had
invested  $7,462,215  in  38  Project Partnerships  located  in  19  states
containing  1,086  apartment  units.   Average  occupancy  of  the  Project
Partnerships was 95% as of December 31, 1998.

  Equity in Losses of Project Partnerships increased from $805,310 for  the
year ended March 31, 1997 to $761,923 for the year ended March 31, 1998 and
decreased  to  $601,405 for the year ended March 31, 1999.  (These  Project
Partnerships   reported  depreciation  and  amortization   of   $1,477,003,
$1,474,599 and $1,414,757 for the years ended December 31, 1996,  1997  and
1998,   respectively.)    Overall,  management   believes   these   Project
Partnerships are operating as expected and are generating tax credits which
meet projections.

 At March 31, 1999, the Series had $408,672 of short-term investments (Cash
and Cash Equivalents).  It also had $399,976 in Zero Coupon Treasuries with
annual  maturities  providing $55,000 in fiscal  year  1999  increasing  to
$83,000  in fiscal year 2007.  Management believes these sources  of  funds
are  sufficient to meet the Series' current and ongoing operating costs for
the foreseeable future, and to pay part of the Asset Management Fee.

  As disclosed on the statement of cash flows, the Series had a net loss of
$701,324  for the year ended March 31, 1999.  However, after adjusting  for
Equity  in  Losses of Project Partnerships of $601,405 and the  changes  in
operating assets and liabilities, net cash used in operating activities was
$60,465, of which $59,999 was the Asset Management Fee actually paid.  Cash
provided  by  investing activities totaled $62,882  of  which  $27,865  was
received  in  cash distributions from the Project Partnerships and  $35,017
from  matured  Zero  Coupon Treasuries.  There were no  unusual  events  or
trends to describe.

Item 8. Financial Statements and Supplementary Data

                       INDEPENDENT AUDITOR'S REPORT

To the Partners of Gateway Tax Credit Fund II Ltd.

      We  have audited the accompanying balance sheets of each of the  five
Series (Series 2 through 6) constituting Gateway Tax Credit Fund II Ltd. (a
Florida  Limited Partnership) as of March 31, 1999 and 1998 and the related
statements of operations, partners' equity, and cash flows of each  of  the
five  Series  for  each of the three years in the period  ended  March  31,
1999.    These   financial  statements  are  the  responsibility   of   the
Partnership's management.  Our responsibility is to express an  opinion  on
these  financial  statements based on our audits.  We  did  not  audit  the
financial  statements of certain underlying Project Partnerships  owned  by
Gateway  Tax  Credit  Fund II Ltd. for each of the periods  presented,  the
investments  in  which are recorded using the equity method of  accounting.
The  investments in these partnerships total the following as of March  31,
1999  and  1998 and the equity in their losses total for each of the  three
years in the period ended March 31, 1999:

                          Assets                  Partnership Loss
                         March 31,              Year Ended March 31,
                         --------               --------------------
                      1999       1998        1999       1998        1997
                      ----       ----        ----       ----        ----

Series 2             $186,641   $329,899    $107,106   $228,377    $293,789
Series 3              118,646    214,464      65,214    143,165     179,637
Series 4              471,161    706,006     187,477    320,588     335,255
Series 5              690,078    908,120      74,842    485,727     574,281
Series 6            1,122,059  1,528,537     301,060    506,231     518,594


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

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


     In our opinion, based on our audits and the reports of other auditors,
the  financial statements referred to above present fairly, in all material
respects,  the  financial position of each of the  five  Series  (Series  2
through  6)  constituting Gateway Tax Credit Fund II Ltd. as of  March  31,
1999 and 1998, and the results of their operations and their cash flows for
each  of  the three years in the period ended March 31, 1999, in conformity
with generally accepted accounting principles.

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



                                  /s/ Spence, Marston, Bunch, Morris & Co.
                                  SPENCE, MARSTON, BUNCH, MORRIS & CO.
                                  Certified Public Accountants
Clearwater, Florida
July 6, 1999

PART I - Financial Information
 Item 1.  Financial Statements
                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                              BALANCE SHEETS
                          MARCH 31, 1999 AND 1998

SERIES 2                                          1999           1998
                                                  ----           ----
ASSETS
Current Assets:
 Cash and Cash Equivalents                      $   169,513     $  160,851
 Investments in Securities                           49,538         47,501
                                                 ----------     ----------
  Total Current Assets                              219,051        208,352

 Investments in Securities                          302,427        326,412
 Investments in Project Partnerships, Net           331,579        510,805
                                                 ----------     ----------
    Total Assets                                   $853,057     $1,045,569
                                                 ==========     ==========
LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
 Payable to General Partners                         44,229         46,190
                                                 ----------     ----------
  Total Current Liabilities                          44,229         46,190
                                                 ----------     ----------
Long-Term Liabilities:
 Payable to General Partners                        326,949        296,195
                                                 ----------     ----------
Partners' Equity:
Assignor Limited Partner
 Units of limited partnership interest
consisting of 40,000 authorized BAC's, of
which 37,228 at March 31, 1999 and 1998 have
been issued to the assignees
Assignees
 Units of beneficial interest of the limited
partnership interest of the assignor limited
partner, $1,000 stated value per BAC, 37,228
at March  31, 1999 and 1998, issued and
outstanding                                         530,860        749,952
General Partners                                    (48,981)       (46,768)
                                                 ----------     ----------
  Total Partners' Equity                            481,879        703,184
                                                 ----------     ----------
    Total Liabilities and Partners' Equity         $853,057     $1,045,569
                                                 ==========     ==========


              See accompanying notes to financial statements.


                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                              BALANCE SHEETS
                          MARCH 31, 1999 AND 1998
SERIES 3                                            1999          1998
                                                    ----          ----
ASSETS
Current Assets:
 Cash and Cash Equivalents                        $  137,981    $  135,622
 Investments in Securities                            44,063        42,252
                                                  ----------    ----------
  Total Current Assets                               182,044       177,874

 Investments in Securities                           269,002       290,336
 Investments in Project Partnerships, Net            218,820       378,000
                                                  ----------    ----------
    Total Assets                                  $  669,866      $846,210
                                                  ==========    ==========
LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
 Payable to General Partners                          48,298        50,773
                                                  ----------    ----------
  Total Current Liabilities                           48,298        50,773
                                                  ----------    ----------
Long-Term Liabilities:
 Payable to General Partners                         248,238       234,783
                                                  ----------    ----------
Partners' Equity:
Assignor Limited Partner
 Units of limited partnership interest
consisting of 40,000 authorized BAC's, of which
37,228 at March 31, 1999 and  1998 have been
issued to the assignees
Assignees
 Units of beneficial interest of the limited
partnership interest of the assignor limited
partner, $1,000 stated value per BAC, 37,228 at
March  31, 1999 and 1998, issued and
outstanding                                          417,412       602,863
General Partners                                     (44,082)      (42,209)
                                                 -----------   -----------
  Total Partners' Equity                             373,330       560,654
                                                 -----------   -----------
    Total Liabilities and Partners' Equity        $  669,866    $  846,210
                                                 ===========   ===========


              See accompanying notes to financial statements.


                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                              BALANCE SHEETS
                          MARCH 31, 1999 AND 1998
SERIES 4                                             1999          1998
                                                     ----          ----
ASSETS
Current Assets:
 Cash and Cash Equivalents                          $ 207,632    $  196,876
 Investments in Securities                             55,823        53,529
                                                  -----------   -----------
  Total Current Assets                                263,455       250,405

 Investments in Securities                            340,799       367,826
 Investments in Project Partnerships, Net             676,348       981,823
                                                  -----------   -----------
    Total Assets                                  $ 1,280,602    $1,600,054
                                                  ===========   ===========
LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
 Payable to General Partners                           53,248        56,202
                                                   ----------    ----------
  Total Current Liabilities                            53,248        56,202
                                                   ----------    ----------
Long-Term Liabilities:
 Payable to General Partners                          312,891       280,718
                                                   ----------    ----------
Partners' Equity:
Assignor Limited Partner
 Units of limited partnership interest
consisting of 40,000 authorized BAC's,  of which
37,228 at March 31, 1999 and  1998 have been
issued to the assignees
Assignees
 Units of beneficial interest of the limited
partnership interest of the assignor limited
partner, $1,000 stated value per BAC, 37,228 at
March  31, 1999 and 1998, issued and
outstanding                                           965,972     1,311,156
General Partners                                      (51,509)      (48,022)
                                                  -----------   -----------
  Total Partners' Equity                              914,463     1,263,134
                                                  -----------   -----------
    Total Liabilities and Partners' Equity        $ 1,280,602    $1,600,054
                                                  ===========   ===========


              See accompanying notes to financial statements.


                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                              BALANCE SHEETS
                          MARCH 31, 1999 AND 1998
SERIES 5                                             1999          1998
                                                     ----          ----
 ASSETS
Current Assets:
 Cash and Cash Equivalents                         $  292,994    $  280,813
 Investments in Securities                             69,576        66,717
                                                  -----------   -----------
  Total Current Assets                                362,570       347,530

 Investments in Securities                            424,763       458,448
 Investments in Project Partnerships, Net           1,145,581     1,500,087
                                                 ------------  ------------
    Total Assets                                 $  1,932,914    $2,306,065
                                                 ============  ============
LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
 Payable to General Partners                           71,427        74,748
                                                  -----------   -----------
  Total Current Liabilities                            71,427        74,748
                                                  -----------   -----------
Long-Term Liabilities:
 Payable to General Partners                          308,232       274,507
                                                  -----------   -----------
Partners' Equity:
Assignor Limited Partner
 Units of limited partnership interest
consisting of 40,000 authorized BAC's, of which
37,228 at March 31, 1999 and  1998 have been
issued to the assignees
Assignees
 Units of beneficial interest of the limited
partnership interest of the assignor limited
partner, $1,000 stated value per BAC, 37,228 at
March  31, 1999 and 1998, issued and
outstanding                                         1,613,346     2,012,865
General Partners                                      (60,091)      (56,055)
                                                  -----------   -----------
  Total Partners' Equity                            1,553,255     1,956,810
                                                  -----------   -----------
    Total Liabilities and Partners' Equity        $ 1,932,914    $2,306,065
                                                  ===========   ===========


              See accompanying notes to financial statements.


                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                              BALANCE SHEETS
                          MARCH 31, 1999 AND 1998
SERIES 6                                             1999         1998
                                                     ----         ----
ASSETS
Current Assets:
 Cash and Cash Equivalents                          $ 408,672    $  406,255
 Investments in Securities                             52,341       48,608
                                                  -----------  -----------
  Total Current Assets                                461,013      454,863

 Investments in Securities                            347,635      373,009
 Investments in Project Partnerships, Net           2,464,086    3,102,793
                                                  -----------  -----------
    Total Assets                                 $  3,272,734   $3,930,665
                                                  ===========  ===========
LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
 Payable to General Partners                           67,059       70,482
                                                  -----------  -----------
  Total Current Liabilities                            67,059       70,482
                                                  -----------  -----------
Long-Term Liabilities:
 Payable to General Partners                          388,370      341,554
                                                  -----------   ----------
Partners' Equity:
Assignor Limited Partner
 Units of limited partnership interest
consisting of 40,000 authorized BAC's, of which
37,228 at March 31, 1999 and  1998 have been
issued to the assignees
Assignees
 Units of beneficial interest of the limited
partnership interest of the assignor limited
partner, $1,000 stated value per BAC, 37,228 at
March  31, 1999 and 1998, issued and
outstanding                                         2,877,858    3,572,169
General Partners                                      (60,553)     (53,540)
                                                   ----------  -----------
  Total Partners' Equity                            2,817,305    3,518,629
                                                   ---------- ------------
    Total Liabilities and Partners' Equity         $3,272,734   $3,930,665
                                                  ===========  ===========


              See accompanying notes to financial statements.


                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                              BALANCE SHEETS
                          MARCH 31, 1999 AND 1998
TOTAL SERIES 2 - 6                                 1999           1998
                                                   ----           ----
ASSETS
Current Assets:
 Cash and Cash Equivalents                      $ 1,216,792     $1,180,417
 Investments in Securities                          271,341        258,607
                                                -----------    -----------
  Total Current Assets                            1,488,133      1,439,024

 Investments in Securities                        1,684,626      1,816,031
 Investments in Project Partnerships, Net         4,836,414      6,473,508
                                                -----------    -----------
    Total Assets                               $  8,009,173     $9,728,563
                                                ===========    ===========
LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
 Payable to General Partners                        284,261        298,395
                                                -----------    -----------
  Total Current Liabilities                         284,261        298,395
                                                -----------    -----------
Long-Term Liabilities:
 Payable to General Partners                      1,584,680      1,427,757
                                                -----------    -----------
Partners' Equity:
Assignor Limited Partner
 Units of limited partnership interest
consisting of 40,000 authorized BAC's, of
which 37,228 at March 31, 1999 and  1998 have
been issued to the assignees
Assignees
 Units of beneficial interest of the limited
partnership interest of the assignor limited
partner, $1,000 stated value per BAC, 37,228
at March  31, 1999 and 1998, issued and
outstanding                                       6,405,448      8,249,005
General Partners                                   (265,216)      (246,594)
                                                -----------    -----------
  Total Partners' Equity                          6,140,232      8,002,411
                                                -----------    -----------
    Total Liabilities and Partners' Equity      $ 8,009,173     $9,728,563
                                               ============   ============


              See accompanying notes to financial statements.


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

                         STATEMENTS OF OPERATIONS
                       FOR THE YEAR ENDED MARCH 31,

SERIES 2                             1999           1998          1997
                                     ----           ----          ----
Revenues:
 Interest Income                   $    34,468    $    37,434   $    36,217
 Other Income                            6,937          3,838             0
                                   -----------    -----------  ------------
  Total Revenues                        41,405         41,272        36,217
                                   -----------    -----------  ------------
Expenses:
 Asset Management Fee-General
 Partner                                68,648         68,773        68,889
 General and Administrative:
  General Partner                        7,433          8,267         6,792
  Other                                 12,781         10,502        13,625
 Amortization                           46,949          3,011         2,369
                                   -----------    -----------  ------------
  Total Expenses                       135,811         90,553        91,675
                                   -----------    -----------  ------------
Loss Before Equity in Losses
 of Project Partnerships               (94,406)       (49,281)      (55,458)
Equity in Losses of Project
 Partnerships                         (126,899)      (288,412)     (527,175)
                                   -----------    -----------  ------------
Net Loss                            $ (221,305)    $ (337,693)   $ (582,633)
                                   ===========    ===========  ============
Allocation of Net Loss:
 Assignees                            (219,092)      (334,316)     (576,807)
 General Partners                       (2,213)        (3,377)       (5,826)
                                   -----------    -----------  ------------
                                    $ (221,305)    $ (337,693)   $ (582,633)
                                   ===========    ===========  ============
Net Loss Per Beneficial
Assignee Certificate                $   (35.71)    $   (54.48)   $   (94.00)
Number of Beneficial Assignee      ===========    ===========  ============
Certificates Outstanding                 6,136          6,136         6,136
                                   ===========    ===========  ============



              See accompanying notes to financial statements.

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

                         STATEMENTS OF OPERATIONS
                       FOR THE YEAR ENDED MARCH 31,

SERIES 3                             1999           1998           1997
                                     ----           ----           ----
Revenues:
 Interest Income                     $  29,814      $  30,145     $  31,128
 Other Income                           14,515         34,966             0
                                    ----------     ----------    ----------
  Total Revenues                        44,329         65,111        31,128
                                    ----------     ----------    ----------
Expenses:
 Asset Management Fee-General
 Partner                                63,479         63,645        63,792
 General and Administrative:
  General Partner                        7,771          8,481         7,102
  Other                                 10,513         10,903        17,278
 Amortization                           44,070          5,422        (1,615)
                                    ----------     ----------    ----------
  Total Expenses                       125,833         88,451        86,557
                                    ----------     ----------    ----------
Loss Before Equity in Losses
 of Project Partnerships               (81,504)       (23,340)      (55,429)
Equity in Losses of Project
 Partnerships                         (105,820)      (198,168)     (285,853)
                                   -----------    -----------   -----------
Net Loss                            $ (187,324)    $ (221,508)   $ (341,282)
                                   ===========    ===========   ===========
Allocation of Net Loss:
 Assignees                            (185,451)      (219,293)     (337,869)
 General Partners                       (1,873)        (2,215)       (3,413)
                                   -----------    -----------   -----------
                                    $ (187,324)    $ (221,508)   $ (341,282)
                                   ===========    ===========   ===========
Net Loss Per Beneficial
 Assignee Certificate               $   (33.99)    $   (40.19)   $   (61.93)
Number of Beneficial Assignee      ===========    ===========   ===========
 Certificates Outstanding                5,456          5,456         5,456
                                   ===========    ===========   ===========


      See accompanying notes to financial statements.

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

                         STATEMENTS OF OPERATIONS
                       FOR THE YEAR ENDED MARCH 31,

SERIES 4                              1999           1998          1997
                                      ----           ----          ----
Revenues:
 Interest Income                      $  39,022       $ 39,924     $ 41,455
 Other Income                             7,650          4,385            0
                                      ---------      ---------    ---------
  Total Revenues                         46,672         44,309       41,455
                                      ---------      ---------    ---------
Expenses:
 Asset Management Fee - General
 Partner                                 77,989         78,133       78,270
 General and Administrative:
  General Partner                         9,798         10,693        8,953
  Other                                  12,805         13,417       17,019
 Amortization                            85,832          5,595      (1,955)
                                     ----------     ----------    ---------
  Total Expenses                        186,424        107,838      102,287
                                     ----------     ----------    ---------
Loss Before Equity in Losses
 of Project Partnerships               (139,752)       (63,529)     (60,832)
Equity in Losses of Project
 Partnerships                          (208,919)      (421,886)    (635,178)
                                     ----------     ----------   ----------
Net Loss                             $ (348,671)     $(485,415)   $(696,010)
                                     ==========     ==========   ==========
Allocation of Net Loss:
 Assignees                             (345,184)      (480,561)    (689,050)
 General Partners                        (3,487)        (4,854)      (6,960)
                                     ----------     ----------   ----------
                                     $ (348,671)     $(485,415)   $(696,010)
                                     ==========     ==========   ==========
Net Loss Per Beneficial
 Assignee Certificate                $   (49.92)     $  (69.50)   $  (99.65)
Number of Beneficial Assignee        ==========     ==========   ==========
 Certificates Outstanding                 6,915          6,915        6,915
                                     ==========     ==========   ==========



      See accompanying notes to financial statements.

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

                         STATEMENTS OF OPERATIONS
                       FOR THE YEAR ENDED MARCH 31,

SERIES 5                               1999         1998          1997
                                       ----         ----          ----
Revenues:
 Interest Income                      $  50,132     $  51,284     $  52,985
 Other Income                            14,529         3,133             0
                                     ----------    ----------    ----------
  Total Revenues                         64,661        54,417        52,985
                                     ----------    ----------    ----------
Expenses:
 Asset Management Fee - General
 Partner                                 96,461        96,663        96,844
 General and Administrative:
  General Partner                        12,163        13,274        11,114
  Other                                  19,611        16,492        19,418
 Amortization                            39,939        12,761        11,006
                                     ----------    ----------    ----------
  Total Expenses                        168,174       139,190       138,382
                                     ----------    ----------    ----------
Loss Before Equity in Losses
 of Project Partnerships               (103,513)      (84,773)      (85,397)
Equity in Losses of Project
 Partnerships                          (300,042)     (728,729)     (911,965)
                                     ----------    ----------    ----------
Net Loss                             $ (403,555)    $(813,502)    $(997,362)
                                     ==========    ==========    ==========
Allocation of Net Loss:
 Assignees                             (399,519)     (805,367)     (987,388)
 General Partners                        (4,036)       (8,135)       (9,974)
                                     ----------    ----------    ----------
                                     $ (403,555)    $(813,502)    $(997,362)
                                     ==========    ==========    ==========
Net Loss Per Beneficial
 Assignee Certificate                $   (46.37)    $  (93.47)    $ (114.60)
Number of Beneficial Assignee        ==========    ==========    ==========
 Certificates Outstanding                 8,616         8,616         8,616
                                     ==========    ==========    ==========


      See accompanying notes to financial statements.

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

                         STATEMENTS OF OPERATIONS
                       FOR THE YEAR ENDED MARCH 31,

SERIES 6                               1999         1998          1997
                                       ----         ----          ----
Revenues:
 Interest Income                      $  46,807     $  48,382     $  47,326
 Other Income                             3,915         1,325             0
                                     ----------    ----------    ----------
  Total Revenues                         50,722        49,707        47,326
                                     ----------    ----------    ----------
Expenses:
 Asset Management Fee - General
 Partner                                106,815       107,120       107,403
 General and Administrative:
  General Partner                        12,839        14,012        11,732
  Other                                  17,635        17,513        16,660
 Amortization                            13,352        19,276        22,048
                                     ----------    ----------    ----------
  Total Expenses                        150,641       157,921       157,843
                                     ----------    ----------    ----------
Loss Before Equity in Losses
 of Project Partnerships                (99,919)     (108,214)     (110,517)
Equity in Losses of Project
 Partnerships                          (601,405)     (761,923)     (805,310)
                                     ----------    ----------    ----------
Net Loss                              $(701,324)    $(870,137)    $(915,827)
                                     ==========    ==========    ==========
Allocation of Net Loss:
 Assignees                             (694,311)     (861,436)     (906,669)
 General Partners                        (7,013)       (8,701)       (9,158)
                                     ----------    ----------    ----------
                                      $(701,324)    $(870,137)    $(915,827)
                                     ==========    ==========    ==========
Net Loss Per Beneficial
 Assignee Certificate                 $  (68.54)    $  (85.25)    $  (89.72)
Number of Beneficial Assignee        ==========    ==========    ==========
 Certificates Outstanding                10,105        10,105        10,105
                                     ==========    ==========    ==========


      See accompanying notes to financial statements.

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

                         STATEMENTS OF OPERATIONS
                       FOR THE YEAR ENDED MARCH 31,

TOTAL SERIES 2 - 6                   1999           1998           1997
                                     ----           ----           ----
Revenues:
 Interest Income                    $  200,243    $   207,169    $   209,111
 Other Income                           47,546         47,647              0
                                  ------------   ------------   ------------
  Total Revenues                       247,789        254,816        209,111
                                  ------------   ------------   ------------
Expenses:
 Asset Management Fee-General
 Partner                               413,392        414,334        415,198
 General and Administrative:
  General Partner                       50,004         54,727         45,693
  Other                                 73,345         68,827         84,000
 Amortization                          230,142         46,065         31,853
                                  ------------   ------------    -----------
  Total Expenses                       766,883        583,953        576,744
                                  ------------   ------------    -----------
Loss Before Equity in Losses
 of Project Partnerships              (519,094)      (329,137)      (367,633)
Equity in Losses of Project
 Partnerships                       (1,343,085)    (2,399,118)    (3,165,481)
                                  ------------   ------------   ------------
Net Loss                           $(1,862,179)   $(2,728,255)   $(3,533,114)
                                  ============   ============   ============
Allocation of Net Loss:
 Assignees                          (1,843,557)    (2,700,973)    (3,497,783)
 General Partners                      (18,622)       (27,282)       (35,331)
                                  ------------   ------------   ------------
                                   $(1,862,179)   $(2,728,255)   $(3,533,114)
                                  ============   ============   ============



              See accompanying notes to financial statements.


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

                      STATEMENTS OF PARTNERS' EQUITY

            FOR THE YEARS ENDED MARCH 31, 1999, 1998 AND 1997:



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


Balance at March 31, 1996       $ 1,661,075     $  (37,565)     $ 1,623,510

Net Loss                           (576,807)        (5,826)        (582,633)
                               ------------      ----------    ------------

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

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

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

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

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


              See accompanying notes to financial statements.





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

                      STATEMENTS OF PARTNERS' EQUITY

            FOR THE YEARS ENDED MARCH 31, 1999, 1998 AND 1997:

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


Balance at March 31, 1996       $ 1,160,025     $  (36,581)     $ 1,123,444

Net Loss                           (337,869)        (3,413)        (341,282)
                               ------------     -----------    ------------

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

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

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

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

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




              See accompanying notes to financial statements.

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

                      STATEMENTS OF PARTNERS' EQUITY

            FOR THE YEARS ENDED MARCH 31, 1999, 1998 AND 1997:

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


Balance at March 31, 1996       $ 2,480,767     $  (36,208)     $ 2,444,559

Net Loss                           (689,050)        (6,960)        (696,010)
                               ------------      ----------    ------------

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

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

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

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

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


              See accompanying notes to financial statements.

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

                      STATEMENTS OF PARTNERS' EQUITY

            FOR THE YEARS ENDED MARCH 31, 1999, 1998 AND 1997:

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


Balance at March 31, 1996       $ 3,805,620     $  (37,946)     $ 3,767,674

Net Loss                           (987,388)        (9,974)        (997,362)
                               ------------      ----------    ------------

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

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

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

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

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



              See accompanying notes to financial statements.

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

                      STATEMENTS OF PARTNERS' EQUITY

            FOR THE YEARS ENDED MARCH 31, 1999, 1998 AND 1997:

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


Balance at March 31, 1996       $ 5,340,274     $  (35,681)     $ 5,304,593

Net Loss                           (906,669)        (9,158)        (915,827)
                               ------------      ----------    ------------

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

Net Loss                           (861,436)        (8,701)        (870,137)
                               ------------      ----------    ------------
Balance at March 31, 1998
                                  3,572,169        (53,540)       3,518,629

Net Loss                           (694,311)        (7,013)        (701,324)
                               ------------     -----------    ------------

Balance at March 31, 1999       $ 2,877,858     $  (60,553)     $ 2,817,305
                               ============     ===========    ============



              See accompanying notes to financial statements.

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

                      STATEMENTS OF PARTNERS' EQUITY

            FOR THE YEARS ENDED MARCH 31, 1999, 1998 AND 1997:

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


Balance at March 31, 1996      $ 14,447,761     $ (183,981)    $ 14,263,780

Net Loss                         (3,497,783)       (35,331)      (3,533,114)
                              -------------     -----------   -------------

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

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

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

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

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



              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, 1999, 1998 AND 1997:

SERIES 2                               1999          1998         1997
--------                               ----          ----         ----
Cash Flows from Operating
Activities:
  Net Loss                          $ (221,305)   $ (337,693)  $ (582,633)
  Adjustments to Reconcile Net
  Loss to Net Cash Provided by
  (Used in) Operating Activities:
    Amortization                        46,949         3,011        2,369
    Accreted Interest Income on
    Investments in Securities          (25,554)      (27,118)     (28,749)
    Equity in Losses of Project
    Partnerships                       126,899       288,412      527,175
    Interest Income from
    Redemption of Securities            16,834        13,627       10,358
    Distributions Included in
    Other Income                        (6,937)       (3,838)           0
    Changes in Operating Assets
    and Liabilities:
      Increase in Payable to
      General Partners                  28,793        37,331       34,728
                                     ----------    ----------   ----------
        Net Cash Used in Operating
        Activities                     (34,321)      (26,268)     (36,752)
                                     ----------    ----------   ----------
Cash Flows from Investing
Activities:
  Distributions Received from
  Project Partnerships                  12,315        16,493        6,497
  Redemption of Investment in
  Securities                            30,668        32,065       33,297
                                     ----------    ----------   ----------
        Net Cash Provided by
       Investing Activities             42,983        48,558       39,794
                                     ----------    ----------   ----------
Increase (Decrease) in Cash and
Cash Equivalents                         8,662        22,290        3,042
Cash and Cash Equivalents at
Beginning of Year                      160,851       138,561      135,519
                                     ----------    ----------   ----------
Cash   and  Cash  Equivalents   at
End of Year                         $  169,513    $  160,851    $ 138,561
                                     ==========    ==========   ==========

              See accompanying notes to financial statements.

<PAGE>
                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                         STATEMENTS OF CASH FLOWS
            FOR THE YEARS ENDED MARCH 31, 1999, 1998 AND 1997:

SERIES 3                               1999          1998         1997
- ------                               ----          ----         ----
Cash Flows from Operating
Activities:
  Net Loss                          $ (187,324)   $ (221,508)   $ (341,282)
  Adjustments to Reconcile Net
  Loss to Net Cash Provided by
  (Used in) Operating Activities:
    Amortization                        44,070         5,422        (1,615)
    Accreted Interest Income on
    Investments in Securities          (22,729)      (24,121)      (25,571)
    Equity in Losses of Project
    Partnerships                       105,820       198,168       285,853
    Interest Income from
    Redemption of Securities            14,974        12,121         9,212
    Distributions Included In
    Other Income                       (14,515)      (34,966)            0
    Changes in Operating Assets
    and Liabilities:
      Increase in Payable to
      General Partners                  10,980        24,495        22,486
                                     ----------    ----------    ----------
        Net Cash Used in Operating
        Activities                     (48,724)      (40,389)      (50,917)
                                     ----------    ----------    ----------
Cash Flows from Investing
Activities:
  Distributions Received from
  Project Partnerships                  23,805        37,565        33,237
  Redemption of Investment in
  Securities                            27,278        28,521        29,617
                                     ----------    ----------    ----------
        Net Cash Provided by
        Investing Activities            51,083        66,086        62,854
                                     ----------    ----------    ----------
Increase (Decrease) in Cash and
Cash Equivalents                         2,359        25,697        11,937
Cash and Cash Equivalents at
Beginning of Year                      135,622       109,925        97,988
                                     ----------    ----------    ----------
Cash   and  Cash  Equivalents   at
End of Year                         $  137,981    $  135,622     $ 109,925
                                     ==========    ==========    ==========


              See accompanying notes to financial statements.

<PAGE>
                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                         STATEMENTS OF CASH FLOWS
            FOR THE YEARS ENDED MARCH 31, 1999, 1998 AND 1997:
SERIES 4                               1999          1998         1997
--------                               ----          ----         ----
Cash Flows from Operating
Activities:
  Net Loss                          $ (348,671)   $ (485,415)   $ (696,010)
  Adjustments to Reconcile Net
  Loss to Net Cash Provided by
  (Used in) Operating Activities:
    Amortization                        85,832         5,595        (1,955)
    Accreted Interest Income on
    Investments in Securities          (28,796)      (30,559)      (32,396)
    Equity in Losses of Project
    Partnerships                       208,919       421,886       635,178
    Interest Income from
    Redemption of Securities            18,970        15,357        11,676
    Distributions Included In
    Other Income                        (7,650)       (4,385)            0
    Changes in Operating Assets
    and Liabilities:
      Increase in Payable to
      General Partners                  29,219        37,092        33,284
                                     ----------    ----------    ----------
        Net Cash Used in Operating
        Activities                     (42,177)      (40,429)      (50,223)
                                     ----------    ----------    ----------
Cash Flows from Investing
Activities:
  Distributions Received from
  Project Partnerships                  18,374        18,400        16,968
  Redemption of Investment in
  Securities                            34,559        36,132        37,522
                                     ----------    ----------    ----------
        Net Cash Provided by
        Investing Activities            52,933        54,532        54,490
                                     ----------    ----------    ----------
Increase (Decrease) in Cash and
Cash Equivalents                        10,756        14,103         4,267
Cash and Cash Equivalents at
Beginning of Year                      196,876       182,773       178,506
                                     ----------    ----------    ----------
Cash   and  Cash  Equivalents   at
End of Year                         $  207,632    $  196,876     $ 182,773
                                     ==========    ==========    ==========


              See accompanying notes to financial statements.

<PAGE>
                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                         STATEMENTS OF CASH FLOWS
            FOR THE YEARS ENDED MARCH 31, 1999, 1998 AND 1997:
SERIES 5                               1999          1998         1997
--------                               ----          ----         ----
Cash Flows from Operating
Activities:
  Net Loss                          $ (403,555)   $ (813,502)   $ (997,362)
  Adjustments to Reconcile Net
  Loss to Net Cash Provided by
  (Used in) Operating Activities:
    Amortization                         39,939        12,761        11,006
    Accreted Interest Income on
    Investments in Securities           (35,890)      (38,088)      (40,378)
    Equity in Losses of Project
    Partnerships                        300,042       728,729       911,965
    Interest Income from
    Redemption of Securities             23,644        19,140        14,552
    Distributions Included In
    Other Income                        (14,529)       (3,133)            0
    Changes in Operating Assets
    and Liabilities:
      Increase in Payable to
      General Partners                   30,403        40,677        34,644
                                     ----------    ----------    ----------
        Net Cash Used in Operating
        Activities                      (59,946)      (53,416)      (65,573)
                                     ----------    ----------    ----------
Cash Flows from Investing
Activities:
  Distributions Received from
  Project Partnerships                   29,054        30,188        20,264
  Redemption of Investment in
  Securities                             43,073        45,035        46,766
                                     ----------    ----------    ----------
        Net Cash Provided by
        Investing Activities             72,127        75,223        67,030
                                     ----------    ----------    ----------
Increase (Decrease) in Cash and
Cash Equivalents                         12,181        21,807         1,457
Cash and Cash Equivalents at
Beginning of Year                       280,813       259,006       257,549
                                     ----------    ----------    ----------
Cash   and  Cash  Equivalents   at
End of Year                          $  292,994    $  280,813     $ 259,006
                                     ==========    ==========    ==========

              See accompanying notes to financial statements.

<PAGE>
                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                         STATEMENTS OF CASH FLOWS
            FOR THE YEARS ENDED MARCH 31, 1999, 1998 AND 1997:
SERIES 6                               1999          1998         1997
-- -----                               ----          ----         ----
Cash Flows from Operating
Activities:
  Net Loss                          $ (701,324)   $ (870,137)   $ (915,827)
  Adjustments to Reconcile Net
  Loss to Net Cash Provided by
  (Used in) Operating Activities:
    Amortization                        13,352        19,276        22,048
    Accreted Interest Income on
    Investments in Securities          (29,359)      (30,091)      (30,456)
    Equity in Losses of Project
    Partnerships                       601,405       761,923       805,310
    Interest Income from
    Redemption of Securities            15,983        12,262         8,978
    Distributions Included In
    Other Income                        (3,915)       (1,325)            0
    Changes in Operating Assets
    and Liabilities:
      Increase in Payable to
      General Partners                  43,393        52,014        51,930
                                     ----------    ----------    ----------
        Net Cash Used in Operating
        Activities                     (60,465)      (56,078)      (58,017)
                                     ----------    ----------    ----------
Cash Flows from Investing
Activities:
  Distributions Received from
  Project Partnerships                  27,865        29,859        29,740
  Redemption of Investment in
  Securities                            35,017        35,738        36,022
                                     ----------    ----------    ----------
        Net Cash Provided by
        Investing Activities            62,882        65,597        65,762
                                     ----------    ----------    ----------
Increase (Decrease) in Cash and
Cash Equivalents                         2,417         9,519         7,745
Cash and Cash Equivalents at
Beginning of Year                      406,255       396,736       388,991
                                     ----------    ----------    ----------
Cash   and  Cash  Equivalents   at
End of Year                         $  408,672    $  406,255     $ 396,736
                                     ==========    ==========    ==========

              See accompanying notes to financial statements.

<PAGE>
                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                         STATEMENTS OF CASH FLOWS
            FOR THE YEARS ENDED MARCH 31, 1999, 1998 AND 1997:
TOTAL SERIES 2 - 6                     1999          1998         1997
------------------                     ----          ----         ----
Cash Flows from Operating
Activities:
  Net Loss                         $(1,862,179)  $(2,728,255)  $(3,533,114)
  Adjustments to Reconcile Net
  Loss to Net Cash Provided by
  (Used in) Operating Activities:
    Amortization                       230,142        46,065        31,853
    Accreted Interest Income on
    Investments in Securities         (142,328)     (149,977)     (157,550)
    Equity in Losses of Project
    Partnerships                     1,343,085     2,399,118     3,165,481
    Interest Income from
    Redemption of Securities            90,405        72,507        54,776
    Distributions Included In
    Other Income                       (47,546)      (47,647)            0
    Changes in Operating Assets
    and Liabilities:
      Increase in Payable to
      General Partners                 142,788       191,609       177,072
                                    -----------   -----------    ----------
        Net Cash Used in Operating
        Activities                    (245,633)     (216,580)     (261,482)
                                    -----------   -----------    ----------
Cash Flows from Investing
Activities:
  Distributions Received from
  Project Partnerships                 111,413       132,505       106,706
  Redemption of Investment in
  Securities                           170,595       177,491       183,224
                                    -----------   -----------    ----------
        Net Cash Provided by
        Investing Activities           282,008       309,996       289,930
                                    -----------   -----------    ----------
Increase (Decrease) in Cash and
Cash Equivalents                        36,375        93,416        28,448
Cash and Cash Equivalents at
Beginning of Year                    1,180,417     1,087,001     1,058,553
                                    -----------   -----------    ----------
Cash   and  Cash  Equivalents   at
End of Year                         $1,216,792    $1,180,417    $1,087,001
                                    ===========   ===========   ===========


              See accompanying notes to financial statements.

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

                       NOTES TO FINANCIAL STATEMENTS

                       MARCH 31, 1999, 1998 AND 1997

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,  1999,  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, 1999.  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.

Reclassifications

 For comparability, the 1998 and 1997 figures have been reclassified, where
appropriate, to conform with the financial statement presentation  used  in
1999.


NOTE 3 - INVESTMENT IN SECURITIES:

   The  March  31,  1999  Balance Sheet includes Investment  in  Securities
consisting of U.S. Government Security Strips which represents their  cost,
plus accreted interest income of $149,034 for Series 2, $132,562 for Series
3,  $167,943 for Series 4, $209,319 for Series 5 and $145,663 for Series 6.
For  convenience,  the  Investment in Securities are  commonly  held  in  a
brokerage  account  with Raymond James and Associates,  Inc.    A  separate
accounting is maintained for each series' share of the investments.

                                                          Gross Unrealized
                   Estimated Market       Cost Plus          Gains and
                         Value        Accreted Interest       (Losses)
                   -----------------  -----------------   ----------------
Series 2                 $   379,988        $   351,966           $  28,022
Series 3                     337,882            313,065              24,817
Series 4                     428,229            396,622              31,607
Series 5                     533,568            494,338              39,230
Series 6                     430,861            399,976              30,885


 As of March 31, 1999, the cost and accreted interest of debt securities by
contractual maturities is as follows:

                                  Series 2       Series 3       Series 4
                                  --------       --------       --------
Due within 1 year                  $   49,537     $   44,062     $   55,824
After 1 year through 5 years          182,488        162,318        205,639
After 5 years through 10 years        119,941        106,685        135,159
                                  -----------    -----------    -----------
  Total Amount Carried on
Balance Sheet                      $  351,966     $  313,065     $  396,622
                                  ===========    ===========    ===========


                                  Series 5       Series 6        Total
                                  --------       --------       --------
Due within 1 year                  $   69,576     $   52,341    $   271,340
After 1 year through 5 years          256,304        203,738      1,010,487
After 5 years through 10 years        168,458        143,897        674,140
                                  -----------    -----------   ------------
  Total Amount Carried on
Balance Sheet                      $  494,338     $  399,976    $ 1,955,967
                                  ===========    ===========   ============


NOTE 4 - RELATED PARTY TRANSACTIONS:

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

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

 For the years ended March 31, 1999, 1998 and 1997 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.

                         1999               1998                1997
                         ----               ----                ----
Series 2                   $  68,648          $  68,773           $  68,889
Series 3                      63,479             63,645              63,792
Series 4                      77,989             78,133              78,270
Series 5                      96,461             96,663              96,844
Series 6                     106,815            107,120             107,403
                        ------------       ------------          ----------
Total                      $ 413,392          $ 414,334           $ 415,198
                        ============       ============          ==========


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

                         1999               1998                1997
                         ----               ----                ----
Series 2                    $  7,433           $  8,267            $  6,792
Series 3                       7,771              8,481               7,102
Series 4                       9,798             10,693               8,953
Series 5                      12,163             13,274              11,114
Series 6                      12,839             14,012              11,732
                           ---------          ---------           ---------
                            $ 50,004           $ 54,727            $ 45,693
Total                      =========          =========           =========



NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS:

SERIES 2

   As of March 31, 1999, 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, 1999 MARCH 31, 1998
                                             -------------- --------------
Capital Contributions to Project Partner-
ships and purchase price paid for limited
partner interests in Project Partnerships       $ 4,524,678     $ 4,524,678

Cumulative equity in losses of Project
Partnerships (1)                                 (4,437,682)     (4,310,783)

Cumulative distributions received from
Project Partnerships                                (69,654)        (64,276)
                                                ------------    ------------
Investment in Project Partnerships before
Adjustment                                           17,342         149,619

Excess of investment cost over the
underlying assets acquired:
 Acquisition fees and expenses                      390,838         390,838
 Accumulated amortization of acquisition
fees and expenses                                   (76,601)        (29,652)
                                               ------------    ------------

Investments in Project Partnerships             $   331,579     $   510,805
                                               ============    ============

(1)  In  accordance with the Partnership's accounting policy to  not  carry
Investments in Project Partnerships below zero, cumulative suspended losses
of  $1,142,213  for the year ended March 31, 1999 and cumulative  suspended
losses of $566,351 for the year ended March 31, 1998 are not included.

NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

SERIES 3

   As of March 31, 1999, 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, 1999   MARCH 31, 1998
                                           --------------   --------------
Capital Contributions to Project Partner-
ships and purchase price paid for limited
partner interests in Project Partnerships      $ 3,888,713      $ 3,888,713

Cumulative equity in losses of Project
Partnerships (1)                                (3,927,601)      (3,821,781)

Cumulative distributions received from
Project Partnerships                              (155,866)        (146,576)
                                              ------------     ------------
Investment in Project Partnerships before
Adjustment                                        (194,754)         (79,644)

Excess of investment cost over the
underlying assets acquired:
 Acquisition fees and expenses                     491,746          491,746
 Accumulated amortization of acquisition
fees and expenses                                  (78,172)         (34,102)
                                             -------------    -------------

Investments in Project Partnerships            $   218,820      $   378,000
                                              ============     ============
(1)  In  accordance with the Partnership's accounting policy to  not  carry
Investments in Project Partnerships below zero, cumulative suspended losses
of  $1,581,681  for the year ended March 31, 1999 and cumulative  suspended
losses of $1,033,078 for the year ended March 31, 1998 are not included.

NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

SERIES 4

   As of March 31, 1999, 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, 1999   MARCH 31, 1998
                                           --------------   --------------
Capital Contributions to Project Partner-
ships and purchase price paid for limited
partner interests in Project Partnerships      $ 4,952,519      $ 4,952,519

Cumulative equity in losses of Project
Partnerships (1)                                (4,634,186)      (4,425,267)

Cumulative distributions received from
Project Partnerships                              (100,990)         (90,266)
                                              ------------     ------------
Investment in Project Partnerships before
Adjustment                                         217,343          436,986

Excess of investment cost over the
underlying assets acquired:
 Acquisition fees and expenses                     562,967          562,967
 Accumulated amortization of acquisition
fees and expenses                                 (103,962)         (18,130)
                                               -----------      -----------

Investments in Project Partnerships              $ 676,348        $ 981,823
                                              ============     ============
(1)  In  accordance with the Partnership's accounting policy to  not  carry
Investments in Project Partnerships below zero, cumulative suspended losses
of  $1,002,895  for the year ended March 31, 1999 and cumulative  suspended
losses of $496,384 for the year ended March 31, 1998 are not included.

<PAGE>
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

SERIES 5

   As of March 31, 1999, 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, 1999   MARCH 31, 1998
                                           --------------   --------------
Capital Contributions to Project Partner-
ships and purchase price paid for limited
partner interests in Project Partnerships      $ 6,164,472      $ 6,164,472

Cumulative equity in losses of Project
Partnerships (1)                                (5,407,399)      (5,107,357)

Cumulative distributions received from
Project Partnerships                              (146,715)        (132,190)
                                             -------------    -------------
Investment in Project Partnerships before
Adjustment                                         610,358          924,925

Excess of investment cost over the
underlying assets acquired:
 Acquisition fees and expenses                     650,837          650,837
 Accumulated amortization of acquisition
fees and expenses                                 (115,614)         (75,675)
                                               -----------      -----------

Investments in Project Partnerships            $ 1,145,581      $ 1,500,087
                                              ============     ============
(1)  In  accordance with the Partnership's accounting policy to  not  carry
Investments in Project Partnerships below zero, cumulative suspended losses
of  $929,309  for  the  year ended March 31, 1999 and cumulative  suspended
losses of $248,554 for the year ended March 31, 1998 are not included.

<PAGE>
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

SERIES 6

   As of March 31, 1999, 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, 1999   MARCH 31, 1998
                                           --------------   --------------
Capital Contributions to Project Partner-
ships and purchase price paid for limited
partner interests in Project Partnerships      $ 7,462,215      $ 7,462,215

Cumulative equity in losses of Project
Partnerships (1)                                (5,496,224)      (4,894,819)

Cumulative distributions received from
Project Partnerships                              (145,656)        (121,706)
                                              ------------     ------------
Investment in Project Partnerships before
Adjustment                                       1,820,335        2,445,690

Excess of investment cost over the
underlying assets acquired:
 Acquisition fees and expenses                     785,179          785,179
 Accumulated amortization of acquisition
fees and expenses                                 (141,428)        (128,076)
                                              ------------     ------------

Investments in Project Partnerships            $ 2,464,086      $ 3,102,793
                                              ============     ============
(1)  In  accordance with the Partnership's accounting policy to  not  carry
Investments in Project Partnerships below zero, cumulative suspended losses
of  $598,829  for  the  year ended March 31, 1999 and cumulative  suspended
losses of $218,323 for the year ended March 31, 1998 are not included.

<PAGE>
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

TOTAL SERIES 2 - 6

  The following is a summary of Investments in Project Partnerships:

                                           MARCH 31, 1999   MARCH 31, 1998
                                           --------------   --------------
Capital Contributions to Project Partner-
ships and purchase price paid for limited
partner interests in Project Partnerships      $26,992,597      $26,992,597

Cumulative equity in losses of Project
Partnerships (1)                               (23,903,092)     (22,560,007)

Cumulative distributions received from
Project Partnerships                              (618,881)        (555,014)
                                              ------------     ------------
Investment in Project Partnerships before
Adjustment                                       2,470,624        3,877,576

Excess of investment cost over the
underlying assets acquired:
 Acquisition fees and expenses                   2,881,567        2,881,567
 Accumulated amortization of acquisition
fees and expenses                                 (515,777)        (285,635)
                                             -------------    -------------

Investments in Project Partnerships            $ 4,836,414      $ 6,473,508
                                             =============    =============

NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

   In  accordance with the Partnership's policy of presenting the financial
information of the Project Partnerships on a three month lag, below is  the
summarized financial information for the Series' Project Partnerships as of
December 31 of each year:
                                                 DECEMBER 31,
                                       1998         1997           1996
SERIES 2                               ----         ----           ----
SUMMARIZED BALANCE SHEETS
Assets:
  Current assets                    $ 1,786,180    $ 1,664,759   $ 1,604,887
  Investment properties, net         20,780,885     21,671,589    22,550,031
  Other assets                           10,554          2,370           770
                                   ------------    -----------  ------------
    Total assets                    $22,577,619    $23,338,718   $24,155,688
                                   ============    ===========  ============
Liabilities and Partners' Equity:
  Current liabilities                   488,583        455,868       475,053
  Long-term debt                     23,166,342     23,216,826    23,263,436
                                   ------------    -----------  ------------
    Total liabilities                23,654,925     23,672,694    23,738,489
                                   ------------    -----------  ------------
Partners' equity
  Limited Partner                    (1,105,102)      (387,627)      340,514
  General Partners                       27,796         53,651        76,685
                                   ------------    -----------  ------------
    Total Partners' equity           (1,077,306)      (333,976)      417,199
                                   ------------    -----------  ------------
    Total liabilities and
partners' equity                    $22,577,619    $23,338,718   $24,155,688
                                   ============   ============  ============
SUMMARIZED STATEMENTS OF
OPERATIONS
Rental and other income             $ 4,033,895    $ 3,928,831   $ 3,877,838
Expenses:
  Operating expenses                  1,709,810      1,656,842     1,505,411
  Interest expense                    2,114,068      2,052,361     2,087,442
  Depreciation and amortization         919,877        935,616       939,525
                                   ------------   ------------   -----------
    Total expenses                    4,743,755      4,644,819     4,532,378
                                   -------------   ------------  ------------
      Net loss                      $  (709,860)   $  (715,988)  $  (654,540)
                                   =============   ============  ============
Other partners' share of net loss        (7,099)        (7,160)       (6,544)
                                   =============    ===========  ============
Partnerships' share of net loss        (702,761)      (708,828)     (647,996)

Suspended losses                        575,862        420,416       120,821
                                   ------------   ------------  ------------
Equity in Losses of Project
Partnerships                        $  (126,899)   $  (288,412)  $  (527,175)
                                   ============   ============  ============


As  of December 31, 1998, the largest Project Partnership constituted 12.3%
and  13.0%,  and  as  of December 31, 1997 the largest Project  Partnership
constituted  12.2%  and 13.3% of the combined total assets  by  series  and
combined total revenues by series, respectively.

NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

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

                                                 DECEMBER 31,
                                       1998         1997          1996
SERIES 3                               ----         ----          ----
SUMMARIZED BALANCE SHEETS
Assets:
  Current assets                     $2,135,449    $ 2,087,969    $ 1,983,148
  Investment properties, net         18,061,080     18,896,091     19,791,394
  Other assets                          212,500        216,421        225,290
                                   ------------   ------------    -----------
    Total assets                    $20,409,029    $21,200,481    $21,999,832
                                   ============   ============    ===========
Liabilities and Partners' Equity:
  Current liabilities                   479,070        473,232        496,156
  Long-term debt                     21,720,128     21,786,186     21,846,525
                                   ------------   ------------    -----------
    Total liabilities                22,199,198     22,259,418     22,342,681
                                   ------------   ------------    -----------
Partners' equity
  Limited Partner                    (2,052,234)    (1,365,169)      (680,352)
  General Partners                      262,065        306,232        337,503
                                   ------------   ------------    -----------
    Total Partners' equity           (1,790,169)    (1,058,937)      (342,849)
                                   -------------   ------------    -----------
    Total liabilities and
partners' equity                    $20,409,029    $21,200,481    $21,999,832
                                   ============   ============    ===========
SUMMARIZED STATEMENTS OF
OPERATIONS
Rental and other income             $ 3,873,356    $ 3,897,285    $ 3,860,435
Expenses:
  Operating expenses                  1,613,589      1,630,694      1,543,041
  Interest expense                    2,009,194      2,012,078      2,029,124
  Depreciation and amortization         913,619        923,055        925,984
                                   ------------   ------------    -----------
    Total expenses                    4,536,402      4,565,827      4,498,149

      Net loss                      $  (663,046)   $  (668,542)   $  (637,714)
                                   ============   ============   ============
Other partners' share of net loss        (8,623)        (6,686)        (8,583)
                                   ============   ============   ============
Partnerships' share of net loss        (654,423)      (661,856)      (629,131)

Suspended losses                        548,603        463,688        343,278
                                   ------------   ------------   ------------
Equity in Losses of Project
Partnerships                        $  (105,820)   $  (198,168)   $  (285,853)
                                   ============   ============   ============


As  of December 31, 1998, the largest Project Partnership constituted  7.8%
and  6.5%,  and  as  of  December 31, 1997 the largest Project  Partnership
constituted  7.6%  and  6.5% of the combined total  assets  by  series  and
combined total revenues by series, respectively.

NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

   In  accordance with the Partnership's policy of presenting the financial
information of the Project Partnerships on a three month lag, below is  the
summarized financial information for the Series' Project Partnerships as of
December 31 of each year:
                                                 DECEMBER 31,
                                       1998         1997          1996
SERIES 4                               ----         ----          ----
SUMMARIZED BALANCE SHEETS
Assets:
  Current assets                    $ 2,258,054   $ 2,041,655   $ 1,953,151
  Investment properties, net         24,296,782    25,293,995    26,300,477
  Other assets                           18,066         9,175         9,547
                                    -----------  ------------  ------------
    Total assets                     26,572,902   $27,344,825   $28,263,175
                                    ===========  ============  ============
Liabilities and Partners' Equity:
  Current liabilities                   630,630       581,357       586,126
  Long-term debt                     26,508,044    26,566,388    26,621,848
                                   ------------  ------------  ------------
    Total liabilities                27,138,674    27,147,745    27,207,974
                                    -----------  ------------  ------------
Partners' equity
  Limited Partner                      (759,474)      (26,884)      801,544
  General Partners                      193,702       223,964       253,657
                                    -----------  ------------  ------------
    Total Partners' equity             (565,772)      197,080     1,055,201
                                    -----------  ------------  ------------
    Total liabilities and
partners' equity                    $26,572,902   $27,344,825   $28,263,175
                                   ============  ============  ============
SUMMARIZED STATEMENTS OF
OPERATIONS
Rental and other income             $ 4,613,372   $ 4,556,702   $ 4,496,298
Expenses:
  Operating expenses                  2,025,711     2,010,724     1,846,670
  Interest expense                    2,296,338     2,305,229     2,330,476
  Depreciation and amortization       1,016,293     1,060,855     1,043,887
                                   ------------  ------------  ------------
    Total expenses                    5,338,342     5,376,808     5,221,033

      Net loss                      $  (724,970)  $  (820,106)  $  (724,735)
                                   ============  ============  ============
Other partners' share of net loss        (9,540)       (8,201)         5,368
                                   =============  ============  ============
Partnerships' share of net loss        (715,430)     (811,905)     (730,103)

Suspended losses                        506,511       390,019        94,925
                                   ------------  ------------  ------------
Equity in Losses of Project
Partnerships                        $  (208,919)  $  (421,886)  $  (635,178)
                                   ============  ============  ============


As  of December 31, 1998, the largest Project Partnership constituted  6.0%
and  6.2%,  and  as  of  December 31, 1997 the largest Project  Partnership
constituted  5.9%  and  5.9% of the combined total  assets  by  series  and
combined total revenues by series, respectively.

NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

   In  accordance with the Partnership's policy of presenting the financial
information of the Project Partnerships on a three month lag, below is  the
summarized financial information for the Series' Project Partnerships as of
December 31 of each year:
                                                 DECEMBER 31,
                                       1998         1997          1996
SERIES 5                               ----         ----          ----
SUMMARIZED BALANCE SHEETS
Assets:
  Current assets                    $ 2,744,515   $ 2,652,154   $ 2,490,991
  Investment properties, net         30,448,363    31,679,751    32,973,118
  Other assets                            2,552         2,552         1,056
                                   ------------  ------------  ------------
    Total assets                    $33,195,430   $34,334,457   $35,465,165
                                   ============  ============  ============
Liabilities and Partners' Equity:
  Current liabilities                   772,090       785,847       814,225
  Long-term debt                     32,747,276    32,829,165    32,902,094
                                   ------------  ------------  ------------
    Total liabilities                33,519,366    33,615,012    33,716,319
                                   ------------  ------------  ------------
Partners' equity
  Limited Partner                      (216,969)      788,433     1,770,278
  General Partners                     (106,967)      (68,988)      (21,432)
                                    -----------  ------------  ------------
    Total Partners' equity             (323,936)      719,445     1,748,846
                                    -----------  ------------  ------------
    Total liabilities and
partners' equity                    $33,195,430   $34,334,457   $35,465,165
                                   ============  ============  ============
SUMMARIZED STATEMENTS OF
OPERATIONS
Rental and other income             $ 5,629,872   $ 5,570,816   $ 5,464,443
Expenses:
  Operating expenses                  2,521,833     2,413,360     2,241,929
  Interest expense                    2,785,745     2,787,267     2,788,862
  Depreciation and amortization       1,312,998     1,331,686     1,380,487
                                   ------------  ------------  ------------
    Total expenses                    6,620,576     6,532,313     6,411,278

      Net loss                      $  (990,704)  $  (961,497)  $  (946,835)
                                   ============  ============  ============
Other partners' share of net loss        (9,907)       (9,615)       (9,469)
                                   ============  ============  ============
Partnerships' share of net loss        (980,797)     (951,882)     (937,366)

Suspended losses                        680,755       223,153        25,401
                                    -----------  ------------  ------------
Equity in Losses of Project
Partnerships                        $  (300,042)  $  (728,729)  $  (911,965)
                                   ============  ============  ============


As  of December 31, 1998, the largest Project Partnership constituted  8.0%
and  7.7%,  and  as  of  December 31, 1997 the largest Project  Partnership
constituted  7.9%  and  7.5% of the combined total  assets  by  series  and
combined total revenues by series, respectively.

NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

   In  accordance with the Partnership's policy of presenting the financial
information of the Project Partnerships on a three month lag, below is  the
summarized financial information for the Series' Project Partnerships as of
December 31 of each year:
                                                 DECEMBER 31,
                                       1998         1997          1996
SERIES 6                               ----         ----          ----
SUMMARIZED BALANCE SHEETS
Assets:
  Current assets                    $ 3,052,306   $ 2,895,432   $ 2,723,043
  Investment properties, net         34,406,433    35,729,386    37,084,577
  Other assets                           21,638        12,783        16,953
                                   ------------  ------------  ------------
    Total assets                    $37,480,377   $38,637,601   $39,824,573
                                   ============  ============  ============
Liabilities and Partners' Equity:
  Current liabilities                   816,353       794,495       905,627
  Long-term debt                     35,619,894    35,743,123    35,857,657
                                   ------------  ------------  ------------
    Total liabilities                36,436,247    36,537,618    36,763,284
                                   ------------  ------------  ------------
Partners' equity
  Limited Partner                     1,248,290     2,262,748     3,184,723
  General Partners                     (204,160)     (162,765)     (123,434)
                                   ------------  ------------  ------------
    Total Partners' equity            1,044,130     2,099,983     3,061,289
                                   ------------  ------------  ------------
    Total liabilities and
partners' equity                    $37,480,377   $38,637,601   $39,824,573
                                   ============  ============  ============
SUMMARIZED STATEMENTS OF
OPERATIONS
Rental and other income             $ 5,796,738   $ 5,816,156   $ 5,752,444
Expenses:
  Operating expenses                  2,473,136     2,338,842     2,230,157
  Interest expense                    2,902,662     2,902,564     2,938,880
  Depreciation and amortization       1,414,757     1,474,599     1,477,003
                                   ------------  ------------  ------------
    Total expenses                    6,790,555     6,716,005     6,646,040

      Net loss                      $  (993,817)  $  (899,849)  $  (893,596)
                                   ============  ============  ============
Other partners' share of net loss       (11,906)       (8,998)      (10,408)
                                   ============  ============  ============
Partnerships' share of net loss        (981,911)     (890,851)     (883,188)

Suspended losses                        380,506       128,928        77,878
                                   ------------  ------------  ------------
Equity in Losses of Project
Partnerships                        $  (601,405)  $  (761,923)  $  (805,310)
                                   ============  ============  ============


As  of December 31, 1998, the largest Project Partnership constituted  7.0%
and  6.0%,  and  as  of  December 31, 1997 the largest Project  Partnership
constituted  7.0%  and  6.5% of the combined total  assets  by  series  and
combined total revenues by series, respectively.

NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

   In  accordance with the Partnership's policy of presenting the financial
information of the Project Partnerships on a three month lag, below is  the
summarized financial information for the Series' Project Partnerships as of
December 31 of each year:
                                              DECEMBER 31,
                                   1998           1997            1996
TOTAL SERIES 2 - 6                 ----           ----            ----
SUMMARIZED BALANCE SHEETS
Assets:
  Current assets                $ 11,976,504    $ 11,341,969   $ 10,755,220
  Investment properties, net     127,993,543     133,270,812    138,699,597
  Other assets                       265,310         243,301        253,616
                              --------------   -------------  -------------
    Total assets                $140,235,357    $144,856,082   $149,708,433
                              ==============   =============  =============
Liabilities and Partners'
Equity:                            3,186,726       3,090,799      3,277,187
  Current liabilities            139,761,684     140,141,688    140,491,560
  Long-term debt              --------------   -------------  -------------
                                 142,948,410     143,232,487    143,768,747
    Total liabilities         --------------   -------------  -------------

Partners' equity
  Limited Partner                 (2,885,489)      1,271,501      5,416,707
  General Partners                   172,436         352,094        522,979
                              --------------   -------------  -------------
    Total Partners' equity        (2,713,053)      1,623,595      5,939,686
                              --------------   -------------  -------------
    Total liabilities and
partners' equity                $140,235,357    $144,856,082   $149,708,433
                               =============   =============  =============
SUMMARIZED STATEMENTS OF
OPERATIONS
Rental and other income          $23,947,233    $ 23,769,790   $ 23,451,458
Expenses:
  Operating expenses              10,344,079      10,050,462      9,367,208
  Interest expense                12,108,007      12,059,499     12,174,784
  Depreciation and
amortization                       5,577,544       5,725,811      5,766,886
                                ------------   -------------  -------------
    Total expenses                28,029,630      27,835,772     27,308,878

      Net loss                  $ (4,082,397)   $ (4,065,982)  $ (3,857,420)
                               =============   =============  =============
Other partners' share of net
loss                                 (47,075)        (40,660)       (29,636)

Partnerships' share of net        (4,035,322)     (4,025,322)    (3,827,784)
loss
                                   2,692,237       1,626,204        662,303
Suspended losses               -------------   -------------  -------------

Equity in Losses of Project     $ (1,343,085)   $ (2,399,118)  $ (3,165,481)
Partnerships                   =============   =============  =============


NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS(continued):

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

  By Series these differences are as follows:

                            Equity Per Project
                               Partnership          Equity Per Partnership
                         ------------------------   ----------------------
                Series 2             $(1,105,102)               $    17,342
                Series 3              (2,052,234)                  (194,754)
                Series 4                (759,474)                   217,343
                Series 5                (216,969)                   610,358
                Series 6               1,248,290                  1,825,335


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:

                                   1999           1998            1997
SERIES 2                           ----           ----            ----
Net Loss per Financial
Statements                      $  (221,305)   $  (337,693)    $  (582,633)

Equity in Losses of Project
Partnerships for tax purposes
less than (in excess of)
losses for financial
statement purposes                 (665,541)      (532,154)       (260,440)

Adjustments to convert March
31, fiscal year end to
December 31, taxable year end        37,811         (1,093)         (1,569)

Items Expensed for Financial
Statement purposes not
expensed for Tax purposes:
  Asset Management Fee               31,029         34,574          35,831
  Amortization Expense                5,270            536           4,458
  Other Adjustments                  (3,839)             0               0
                                ------------   ------------    ------------

Partnership loss for tax
purposes as of December 31      $  (816,575)   $  (835,830)    $  (804,353)
                                ============   ============    ============

                               December 31,   December 31,    December 31,
                                   1998           1997            1996
                               ------------   ------------    -----------
Federal Low Income Housing
Tax Credits                     $ 1,030,466    $ 1,031,430     $ 1,031,197
                                 ===========    ===========    ============

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:

                                   1999           1998            1997
SERIES 3                           ----           ----            ----
Net Loss per Financial
Statements                      $  (187,324)   $  (221,508)    $  (341,282)

Equity in Losses of Project
Partnerships for tax purposes
less than (in excess of)
losses for financial
statement purposes                 (559,823)      (509,467)       (401,234)

Adjustments to convert March
31, fiscal year end to
December 31, taxable year end        53,171        (25,303)          5,884

Items Expensed for Financial
Statement purposes not
expensed for Tax purposes:
  Asset Management Fee               13,609         21,359          23,595
  Amortization Expense                9,979         (3,784)         (6,985)
  Other Adjustments                 (34,964)             0               0
                                ------------   ------------    ------------

Partnership loss for tax
purposes as of December 31      $  (705,352)   $  (738,703)    $  (720,022)
                                ============   ============    ============

                               December 31,   December 31,    December 31,
                                   1998           1997            1996
                               ------------   ------------    -----------
Federal Low Income Housing
Tax Credits                     $   904,132    $   969,244     $   972,146
                                 ===========    ===========    ============

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:


                                   1999           1998            1997
SERIES 4                           ----           ----            ----
Net Loss per Financial
Statements                      $  (348,671)   $  (485,415)    $  (696,010)

Equity in Losses of Project
Partnerships for tax purposes
less than (in excess of)
losses for financial
statement purposes                 (611,767)      (549,870)       (289,799)

Adjustments to convert March
31, fiscal year end to
December 31, taxable year end        68,041          6,099          (1,830)

Items Expensed for Financial
Statement purposes not
expensed for Tax purposes:
  Asset Management Fee               32,527         33,247          34,607
  Amortization Expense               13,104         (5,963)          2,340
Other Adjustments                    (4,384)             0               0
                                ------------   ------------    ------------

Partnership loss for tax
purposes as of December 31      $  (851,150)   $(1,001,902)    $  (950,692)
                                ============   ============    ============

                               December 31,   December 31,    December 31,
                                   1998           1997            1996
                               ------------   ------------    -----------
Federal Low Income Housing
Tax Credits                     $ 1,177,677    $ 1,177,677     $ 1,177,678
                                 ===========    ===========    ============

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:

                                   1999           1998            1997
SERIES 5                           ----           ----            ----
Net Loss per Financial
Statements                      $  (403,555)   $  (813,502)    $  (997,362)

Equity in Losses of Project
Partnerships for tax purposes
less than (in excess of)
losses for financial
statement purposes                 (828,115)      (341,766)       (137,165)

Adjustments to convert March
31, fiscal year end to
December 31, taxable year end        12,889           (355)           (330)

Items Expensed for Financial
Statement purposes not
expensed for Tax purposes:
  Asset Management Fee               34,182         36,068          36,383
  Amortization Expense               14,276          9,911          12,854
  Other Adjustments                  (3,133)             0               0
                                ------------   ------------    ------------

Partnership loss for tax
purposes as of December 31      $(1,173,456)   $(1,109,644)    $(1,085,620)
                                ============   ============    ============

                               December 31,   December 31,    December 31,
                                   1998           1997            1996
                               ------------   ------------    -----------
Federal Low Income Housing
Tax Credits                     $ 1,432,378    $ 1,432,378     $ 1,433,003
                                 ===========    ===========    ============

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:

                                   1999           1998            1997
SERIES 6                           ----           ----            ----
Net Loss per Financial
Statements                      $  (701,324)   $  (870,137)    $  (915,827)

Equity in Losses of Project
Partnerships for tax purposes
less than (in excess of)
losses for financial
statement purposes                 (642,061)      (331,643)       (292,116)

Adjustments to convert March
31, fiscal year end to
December 31, taxable year end        (9,368)        (4,171)            319

Items Expensed for Financial
Statement purposes not
expensed for Tax purposes:
  Asset Management Fee               47,319         47,356          53,770
  Amortization Expense               17,305         21,592          22,377
  Other Adjustments                  (1,325)             0               0
                                ------------   ------------    ------------

Partnership loss for tax
purposes as of December 31      $(1,287,454)   $(1,137,003)    $(1,131,477)
                                ============   ============    ============

                               December 31,   December 31,    December 31,
                                   1998           1997            1996
                               ------------   ------------    -----------
Federal Low Income Housing
Tax Credits                     $ 1,689,792    $ 1,689,263     $ 1,688,064
                                 ===========    ===========    ============


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:

                                   1999           1998            1997
TOTAL SERIES 2 - 6                 ----           ----            ----
Net Loss per Financial
Statements                      $(1,862,179)   $(2,728,255)    $(3,533,114)

Equity in Losses of Project
Partnerships for tax purposes
less than (in excess of)
losses for financial
statement purposes               (3,307,307)    (2,264,900)     (1,380,754)

Adjustments to convert March
31, fiscal year end to
December 31, taxable year end       164,544        (24,823)          2,474

Items Expensed for Financial
Statement purposes not
expensed for Tax purposes:
  Asset Management Fee              158,666        172,604         184,186
  Amortization Expense               59,934         22,292          35,044
  Other Adjustments                 (47,645)             0               0
                                ------------   ------------    ------------

Partnership loss for tax
purposes as of December 31      $(4,833,987)   $(4,823,082)    $(4,692,164)
                                ============   ============    ============

The  difference  in  the  total  value of the Partnership's  Investment  in
Project  Partnerships  is approximately $2,034,000  higher  for  Series  2,
$1,811,000  higher for Series 3, $2,409,000 higher for Series 4, $1,880,000
higher  for  Series  5  and $1,955,000 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.

Vincent & Voss
544 West 10th Street
Erie, PA 16502
PHONE:  814-456-5385
FAX:  814-454-5004

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners
Springwood Apartments Limited Partnership
Westfield, New York

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

We conducted our audits in accordance with generally accepted auditing
Standards 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 Springwood Apartments
Limited Partnership, as of December 31, 1997 and 1996, and the results of
its operations and its cash flows for the years then ended in conformity
with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued
reports dated January 20, 1998 on our consideration of Springwood
Apartments Limited Partnership internal control structure and compliance
with laws and regulations.


/s/ Vincent & Voss
Certified Public Accountants

January 20, 1998

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

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners
Springwood Apartments
Westfield, New York

We have audited the accompanying balance sheet of Springwood Apartments
Limited Partnership, (A Limited Partnership), as of December 31, 1998, and
the related statements of operations, partners' equity and cash flows for
the year then ended.  These financial statements are the responsibility of
the Partnership's management.  Our responsibility is to express an opinion
on these financial statements based on our audit.  The financial statements
of Springwood Apartments Limited Partnership for the year ended December
31, 1997 were audited by Vincent & Voss, CPAs whose report dated January
20, 1998 expressed an unqualified opinion on those statements.  Vincent &
Voss, CPAs was merged into Hill, Barth & King, Inc. on January 1, 1999.

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 for the year ended December 31,
1998 referred to above present fairly, in all material respects, the
financial position of Springwood Apartments Limited Partnership, and the
results of its operations and its cash flows for the year then ended in
conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued
reports dated January 29, 1999 on our consideration of Springwood
Apartments Limited Partnership internal control over financial reporting
and our tests of its compliance with certain provisions of laws,
regulations, contracts, and grants.


/s/ Hill, Barth & King, Inc.
Certified Public Accountants

January 29,1999

Vincent & Voss
544 West 10th Street
Erie, PA 16502
PHONE:  814-456-5385
FAX:  814-454-5004

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

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

We conducted our audits in accordance with generally accepted auditing
Standards 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 Cherrytree Apartments
Limited Partnership, as of December 31, 1997 and 1996, and the results of
its operations and its cash flows for the years then ended in conformity
with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued
reports dated January 28, 1998 on our consideration of Cherrytree
Apartments Limited Partnership internal control structure and compliance
with laws and regulations.


/s/ Vincent & Voss
Certified Public Accountants

January 28, 1998

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

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

We have audited the accompanying balance sheet of Cherrytree Apartments
Limited Partnership (A Limited Partnership), as of December 31, 1998, and
the related statements of operations, partners' equity and cash flows for
the year then ended.  These financial statements are the responsibility of
the Partnership's management.  Our responsibility is to express an opinion
on these financial statements based on our audit.  The financial statements
of Cherrytree Apartments Limited Partnership for the year ended December
31, 1997 were audited by Vincent & Voss, CPAs whose report dated January
28, 1998 expressed an unqualified opinion on those statements.  Vincent &
Voss, CPAs was merged into Hill, Barth & King, Inc. on January 1, 1999.

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 for the year ended December 31,
1998 referred to above present fairly, in all material respects, the
financial position of Cherrytree Apartments Limited Partnership, and the
results of its operations and cash flows for the year then ended in
conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued
reports dated January 28, 1999 on our consideration of Cherrytree
Apartments Limited Partnership internal control over financial reporting
and our tests of compliance with certain provisions of laws, regulations,
contracts, and grants.


/s/ Hill, Barth & King, Inc.
Certified Public Accountants

January 28, 1999

Vincent & Voss
544 West 10th Street
Erie, PA 16502
PHONE:  814-456-5385
FAX:  814-454-5004

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners
Wynnwood Common Associates
Fairchance, PA

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

We conducted our audits in accordance with generally accepted auditing
Standards 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 Wynnwood Common
Associates as of December 31, 1997 and 1996, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued
reports dated January 28, 1998 on our consideration of Wynnwood Commons
Associates internal control structure and compliance with laws and
regulations.


/s/ Vincent & Voss

January 28, 1998

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

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners
Wynnwood Commons Associates
Fairchance, Pennsylvania

We have audited the accompanying balance sheet of Wynnwood Commons
Associates, (A Limited Partnership), as of December 31, 1998, and the
related statements of operations, partners' equity and cash flows for the
year then ended.  These financial statements are the responsibility of the
Partnership's management.  Our responsibility is to express an opinion on
these financial statements based on our audit.  The financial statements of
Wynnwood Commons Associates for the year ended December 31, 1997 were
audited by Vincent & Voss, CPAs whose report dated January 28, 1998
expressed an unqualified opinion on those statements.  Vincent & Voss, CPAs
was merged into Hill, Barth & King, Inc. on January 1, 1999.

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 audit provides a reasonable basis for our opinion.

In our opinion, the financial statements for the year ended December 31,
1998 referred to above present fairly, in all material respects, the
financial position of Wynnwood Common Associates, 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
report dated January 18, 1999 on our consideration of Wynnwood Commons
Associates internal control over financial reporting and our tests of
compliance with certain provisions of laws, regulations, contracts, and
grants.


/s/ Hill, Barth & King, Inc.
Certified Public Accountants

January 18, 1999

Vincent & Voss
544 West 10th Street
Erie, PA 16502
PHONE:  814-456-5385
FAX:  814-454-5004

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners
Stony Creek Commons Limited Partnership
Hooversville, Pennsylvania

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

We conducted our audits in accordance with generally accepted auditing
Standards 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 Stony Creek Commons
Limited Partnership, as of December 31, 1997 and 1996, and the results of
its operations and its cash flows for the years then ended in conformity
with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued
reports dated January 27, 1998 on our consideration of Stony Creek Commons
Limited Partnership's internal control structure and compliance with laws
and regulations.


/s/ Vincent & Voss

January 27, 1998

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

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners
Stony Creek Commons
Hooversville, Pennsylvania

We have audited the accompanying balance sheet of Stony Creek Commons (A
Limited Partnership), as of December 31, 1998, and the related statements
of operations, partners' equity (deficit) and cash flows for the year then
ended.  These financial statements are the responsibility of the
Partnership's management.  Our responsibility is to express an opinion on
these financial statements based on our audit.  The financial statements of
Stony Creek Commons for the year ended December 31, 1997 were audited by
Vincent & Voss, CPAs whose report dated January 27, 1998 expressed an
unqualified opinion on those statements.  Vincent & Voss, CPAs was merged
into Hill, Barth & King, Inc. on January 1, 1999.

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 for the year ended December 31,
1998 referred to above present fairly, in all material respects, the
financial position of Stony Creek Commons Limited Partnership, 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 our
report dated January 26, 1999 on our consideration of Stony Creek Commons
Limited Partnership internal control over financial reporting and our tests
of its compliance with certain provisions of laws, regulations, contracts,
and grants.


/s/ Hill, Barth & King, Inc.
Certified Public Accountants

January 26, 1999

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

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners
Richland Elderly Housing, Ltd.
Valdosta, Georgia

We have audited the accompanying balance sheets of Richland Elderly
Housing, Ltd. (a limited partnership), Federal ID No.: 58-1848044, as of
December 31, 1998 and 1997, 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, 1998 and 1997, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued a
report dated January 15, 1999 on our consideration of the Richland Elderly
Housing, Ltd.'s  internal control structure and a report dated January 15,
1999 on its compliance with laws and regulations.


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

January 15, 1999

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

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners
Pearson Elderly Housing, Ltd.
Valdosta, Georgia

We have audited the accompanying balance sheets of Pearson Elderly Housing,
Ltd. (A Limited Partnership), Federal ID No.: 58-1848042, as of December
31, 1998 and 1997, 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 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 Pearson Elderly
Housing, Ltd. as of December 31, 1998 and 1997, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued a
report dated January 15, 1999 on our consideration of the Pearson Elderly
Housing, Ltd.'s  internal control structure and a report dated January 15,
1999 on its compliance with laws and regulations.


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

January 15, 1999

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

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners
Lake Park Apartments, Ltd.
Valdosta, Georgia

We have audited the accompanying balance sheets of Lake Park Apartments,
Ltd. (A Limited Partnership), Federal ID No.: 58-1844429, as of December
31, 1998 and 1997, 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 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 Lake Park Apartments,
Ltd. as of December 31, 1998 and 1997, and the results of its operations
and its cash flows for the years then ended in conformity with generally
accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued a
report dated January 15, 1999 on our consideration of the Lake Park
Apartments, Ltd.'s  internal control structure and a report dated January
15, 1999 on its compliance with laws and regulations.


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

January 15, 1999

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

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners
Lakeland Elderly Housing, Ltd.
Valdosta, Georgia

We have audited the accompanying balance sheets of Lakeland Elderly
Housing, Ltd. (a limited partnership), Federal ID No.: 58-1898054, as of
December 31, 1998 and 1997, and the related statements of income, partners'
equity  and (equity) 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 Lakeland Elderly
Housing, Ltd. as of December 31, 1998 and 1997, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued a
report dated January 15, 1999 on our consideration of the Lakeland Elderly
Housing, Ltd.'s  internal control structure and a report dated January 15,
1999 on its compliance with laws and regulations.


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

January 15, 1999

Goddard, Henderson, Godbee & Nichols, P.C.
3488 North Valdosta Road
Valdosta, GA 31604
PHONE:  912-245-6040
FAX:  912-245-1669

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners
Woodland Terrace Apartments, Ltd.
Valdosta, Georgia

We have audited the accompanying balance sheets of Woodland Terrace
Apartments, Ltd. (A Limited Partnership), Federal ID No.: 58-1854412, as of
December 31, 1997 and 1996, 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 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 Woodland Terrace
Apartments, Ltd. as of December 31, 1997 and 1996, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued a
report dated January 21, 1998 on our consideration of Woodland Terrace
Apartments, Ltd.'s  internal control structure and its compliance with laws
and regulations.


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

January 21, 1998

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

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

To the Partners
Woodland Terrace Apartments, Ltd.

We have audited the accompanying balance sheets of WOODLAND TERRACE
APARTMENTS, LTD. (a limited partnership), Project No. 58-1854412 as of
December 31, 1998, and the related statements of income and expenses,
changes in partners' equity (deficit), and cash flows for the year then
ended.  These financial statements are the responsibility of the
Partnership's management.  Our responsibility is to express an opinion on
these financial statements based on our audit.  The financial statements of
WOODLAND TERRACE APARTMENTS, LTD., for the year ended December 31, 1997,
were audited by other auditors whose report dated January 21, 1998
expressed an unqualified opinion on those statements.

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's 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 accordance with Government Auditing Standards, we have also issued a
report dated February 8, 1999 on our consideration of WOODLAND TERRACE
APARTMENTS, LTD.'s (a limited partnership) internal control and a report
dated February 8, 1999 on its compliance with laws and regulations.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of WOODLAND TERRACE
APARTMENTS, LTD. (a limited partnership) as of December 31, 1998, and the
results of its operations and its cash flows for the year then ended in
conformity with generally accepted accounting principles.


/s/ Habif, Arogeti & Wynne, P.C.
Certified Public Accountants
Atlanta, Georgia

February 8, 1999

Goddard, Henderson, Godbee & Nichols, P.C.
3488 North Valdosta Road
Valdosta, GA 31604
PHONE:  912-245-6040
FAX:  912-245-1669

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

We have audited the accompanying balance sheets of Manchester Housing, Ltd.
(A Limited Partnership), Federal ID No.: 58-1845215, as of December 31,
1997 and 1996, 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 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 Manchester Housing,
Ltd. as of December 31, 1997 and 1996, and the results of its operations
and its cash flows for the years then ended in conformity with generally
accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued a
report dated January 21, 1998on our consideration of Manchester Housing,
Ltd.'s  internal control structure and a report dated January 21 1998 n its
compliance with laws and regulations.


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

January 21 1998











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

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

To the Partners
Manchester Housing, Ltd.

We have audited the accompanying balance sheet of MANCHESTER HOUSING, LTD.
(a limited partnership), Project No. 58-1845215 as of December 31, 1998,
and the related statements of income, changes in partners' equity
(deficit), and cash flows for the year then ended.  These financial
statements are the responsibility of the Partnership's management.  Our
responsibility is to express an opinion on these financial statements based
on our audit.  The financial statements of MANCHESTER HOUSING, LTD. as of
December 31, 1997, were audited by other auditors whose report dated
January 21, 1998 expressed an unqualified opinion on those statements.

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's 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 MANCHESTER HOUSING,
LTD. as of December 31, 1998, and the results of its operations and its cash
flows for the year then ended in conformity with generally accepted
accounting principles.

In accordance with Government Auditing Standards, we have also issued a
report dated February 8, 1999 on our consideration of MANCHESTER HOUSING,
LTD.'s internal control and a report dated February 8, 1999 on its
compliance with laws and regulations.


/s/ Habif, Arogeti & Wynne, P.C.
Certified Public Accountants
Atlanta, Georgia

February 8, 1999

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

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners
Heritage Villas, L.P.
McRae, Georgia

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

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Heritage Villas, L.P.
as of December 31, 1998 and 1997, and the results of its operations and its
cash flows for the years then ended in conformity with generally accepted
accounting principles.

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


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

February 11, 1999

Goddard, Henderson, Godbee & Nichols, P.C.
3488 North Valdosta Road
Valdosta, GA 31604
PHONE:  912-245-6040
FAX:  912-245-1669

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

We have audited the accompanying balance sheets of Crisp Properties, L.P.
(A Limited Partnership), Federal ID No.: 58-1910783, as of December 31,
1997and 1996 and the related statements of income, partners' equity  and
cash flows for the years then ended.  These financial statements are the
responsibility of the Partnership's management.  Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
Standards and 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 Crisp Properties, L.P.
as of December 31, 1997and 1996 and the results of its operations and its
cash flows for the years then ended in conformity with generally accepted
accounting principles.

In accordance with Government Auditing Standards, we have also issued a
report dated January 21 1998on our consideration of the Crisp Properties,
L.P.'s  internal control structure and a report dated January 21 1998
on its compliance with laws and regulations.


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

January 21 1998

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

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

We have audited the accompanying balance sheet of CRISP PROPERTIES, L.P. (a
limited partnership), Project No. 58-1752804 as of December 31, 1998, and
the related statements of income and expenses, changes in partners' equity
(deficit), and cash flows for the year then ended.  These financial
statements are the responsibility of the Partnership's management.  Our
responsibility is to express an opinion on these financial statements based
on our audit.  The financial statements of CRISP PROPERTIES, L.P. as of
December 31, 1997 were audited by other auditors whose report dated January
21, 1998 expressed an unqualified opinion on those statements.

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's 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 CRISP PROPERTIES, L.P.
as of December 31, 1998, and the results of its operations and its cash
flows for the year then ended in conformity with generally accepted
accounting principles.

In accordance with Government Auditing Standards, we have also issued a
report dated February 8, 1999 on our consideration of the CRISP PROPERTIES,
L.P.'s internal control and a report dated February 8, 1999 on its
compliance with laws and regulations.


/s/ Habif, Arogeti & Wynne, P.C.
Certified Public Accountants
Atlanta, Georgia

February 8, 1999

Goddard, Henderson, Godbee & Nichols, P.C.
3488 North Valdosta Road
Valdosta, GA 31604
PHONE:  912-245-6040
FAX:  912-245-1669

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

We have audited the accompanying balance sheets of Blackshear Apartments,
L.P., Phase II (A Limited Partnership), Federal ID No.: 58-1925616, as of
December 31, 1997 and 1996 and the related statements of income, partners'
equity  and cash flows for the years then ended.  These financial
statements are the responsibility of the Partnership's management.  Our
responsibility is to express an opinion on these financial statements based
on our audits.

We conducted our audits in accordance with generally accepted auditing
Standards and 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 Blackshear Apartments,
L.P., Phase II as of December 31, 1997and 1996 and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued a
report dated January 21 1998on our consideration of the Blackshear
Apartments, L.P.'s  internal control structure and a report dated January
21 1998 on it's compliance with laws and regulations.


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

January 21, 1998


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

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

To the Partners
Blackshear Apartments, L.P., Phase II


We have audited the accompanying balance sheet of BLACKSHEAR APARTMENTS,
L.P., PHASE II (a limited partnership), Project No. 58-1925616 as of
December 31, 1998, and the related statements of income, changes in
partners' equity (deficit), and cash flows for the year then ended.  These
financial statements are the responsibility of the Partnership's
management.  Our responsibility is to express an opinion on these financial
statements based on our audit.  The financial statements of BLACKSHEAR
APARTMENTS, L.P., PHASE II, as of December 31, 1997 were audited by other
auditors whose report dated January 21, 1998 expressed an unqualified
opinion on those statements.

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's 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 BLACKSHEAR APARTMENTS,
L.P., PHASE II (a limited partnership) as of December 31, 1998 and the
results of its operations and its cash flows for the year then ended in
conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued a
report dated February 8, 1999 on our consideration of BLACKSHEAR
APARTMENTS, L.P., PHASE II'S (a limited partnership) internal control and a
report dated February 8, 1999 on it's compliance with laws and regulations.


/s/ Habif, Arogeti & Wynne, P.C.
Certified Public Accountants
Atlanta, Georgia

February 8, 1999

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

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

We have audited the accompanying balance sheets of Crawford Rental Housing,
L.P. (a limited partnership), Federal ID No.: 58-1850761, as of December
31, 1998 and 1997, and the related statements of income, partners' equity
and cash flows for the years then ended.  These financial statements are
the responsibility of the Partnership's management.  Our responsibility is
to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards and 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 Crawford Rental
Housing, L.P. as of December 31, 1998 and 1997, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued a
report dated January 15, 1999 on our consideration of Crawford Rental
Housing, L.P.'s  internal control structure and a report dated January 15,
1999 on its compliance with laws and regulations.

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

January 15, 1999


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

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners
Shellman Housing, L.P.
(A Limited Partnership)
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, 1998
and 1997, and the related statements of income, partners' equity  and cash
flows for the years then ended.  These financial statements are the
responsibility of the Partnership's management.  Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards and 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 Shellman Housing L.P.
as of December 31, 1998 and 1997, and the results of its operations and its
cash flows for the year then ended in conformity with generally accepted
accounting principles.

In accordance with Government Auditing Standards, we have also issued a
report dated January 15, 1999 on our consideration of the Shellman Housing
L.P.'s  internal control structure and a report dated January 15, 1998 on
its compliance with laws and regulations.


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

January 15, 1999


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

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

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

We have audited the accompanying balance sheets of Greensboro Properties,
L.P., Phase II (a limited partnership), Federal ID No. 58-1915804 as of
December 31, 1998 and 1997, 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 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 Greensboro Properties,
L.P., Phase II as of December 31, 1998 and 1997, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued a
report dated January 15, 1999 on our consideration of the Greensboro
Properties, L.P., Phase II's internal control structure and a report dated
January 15, 1999 on it's compliance with laws and regulations.


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

January 15, 1999


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

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

We have audited the accompanying balance sheet of Dawson Elderly, L.P. (a
limited partnership), Federal ID No.: 58-1966658 as of December 31, 1998
and
1997, and the related statements of income, partners' equity, and cash
flows for the years then ended.  These financial statements are the
responsibility of the Partnership's management.  Our responsibility is to
express an opinion on these financial statements based on our audits.

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

In accordance with Government Auditing Standards, we have also issued
reports dated January 15, 1999, on our consideration of Dawson Elderly,
L.P.'s internal control structure and a report dated January 15, 1999, on
it's compliance with laws and regulations.


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

January 15,1999

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

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

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

We have audited the accompanying balance sheets of PIEDMONT DEVELOPMENT
COMPANY OF LAMAR COUNTY, LTD., L.P. (a limited partnership) as of December
31, 1998 and 1997, and the related statements of operations, partners'
equity, and cash flows for the years then ended. These financial statements
are the responsibility of the Partnership's management.  Our responsibility
is to express an opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of PIEDMONT DEVELOPMENT
COMPANY OF LAMAR COUNTY, LTD., L.P. as of December 31, 1998 and 1997, and
the results of its operations, its partners' equity, and its cash flows for
the years then ended in conformity with generally accepted accounting
principles.

In accordance with Government Auditing Standards, we have also issued a
report dated February 27, 1999 on our consideration of PIEDMONT DEVELOPMENT
COMPANY OF LAMAR COUNTY, LTD., L.P.'s internal control and a report dated
February 27, 1999 on its compliance with laws and regulations.


/s/ Habif, Arogeti & Wynne, P.C.
Atlanta, Georgia

February 27, 1999

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, AL

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

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

The 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, 1998 and
1997, 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 23, 1999 on our consideration of Sylacauga Heritage
Apartments, Ltd., internal control over financial reporting and on our
tests of its compliance with certain provisions of laws and regulations.


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

February 23, 1999

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, 1998 and
1997 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, 1998 and 1997 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 March 2, 1999 on our consideration of Logansport Seniors
Apartment's internal control and a report dated March 2, 1999 on its
compliance with laws and regulations applicable to the financial
statements.


/s/ Pailet, Meunier and LeBlanc, L.L.P.
Certified Public Accountants
March 2, 1999

Cole, Evans & Peterson
Fifth Floor Travis Place - P.O. Drawer 1768
Shreveport, LA 71166-1768
PHONE:  318-222-8367
FAX:  318-425-4101

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners
Tarpon Heights Apartments,
A Louisiana Partnership in Commendam
Mansfield, Louisiana


We have audited the accompanying balance sheets of Tarpon Heights
Apartments, A Louisiana Partnership in Commendam at December 31, 1997 and
December 31, 1996, and the related statements of income, partners' capital,
and cash flows for the years then ended. These financial statements are the
responsibility of the Partnership's management.  Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
Standards 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, A Louisiana Partnership in Commendam at December 31, 1997 and
December 31, 1996, and the results of its operations and its cash flows for
the years then ended in conformity with generally accepted accounting
principles.

In accordance with Government Auditing Standards, we have also issued a
report dated February 4, 1998 on our consideration of Tarpon Height
Apartments' internal control structure and a report dated February 4, 1998
on its compliance with laws and regulations.


/s/ Cole, Evans & Peterson

February 4, 1998

Little & Company
1111 N. 19th St.-P.O. Box 2485
Monroe,  LA  71201
PHONE:  318-323-1717
FAX:  318-322-5121

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


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


We have audited the accompanying balance sheet of Tarpon Heights
Apartments, A Louisiana Partnership in Commendam (the Partnership) as of
December 31, 1998 and the related statements of income, partners' equity,
and cash flows for the years then ended. These financial statements are the
responsibility of the Partnership's management.  Our responsibility is to
express an opinion on these financial statements based on our audit.  The
financial statements of Tarpon Heights Apartments as of December 31, 1997
were audited by other auditors whose report dated February 4, 1998,
expressed an unqualified opinion on those statements.

We conducted our audit in accordance with generally accepted auditing
standards and the Standards for Financial and Compliance Audits contained
in
Government Auditing Standards issued by the Comptroller General of the
United States.  Those standards require that we plan and perform the 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, A Louisiana Partnership in Commendam, as of December 31, 1998
and the results of its operations and its cash flows for the year then
ended in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued our
report dated March 5, 1999, on our consideration of Tarpon Height
Apartments, A Louisiana Partnership in Commendam's internal control over
financial reporting and our tests of its compliance with certain provisions
of laws, regulations, contracts and grants.

Our audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The accompanying schedules listed
in the table of contents are presented for the purpose of additional
analysis and are not a required part of the financial statements of Tarpon
Heights Apartments, A Louisiana Partnership in Commendam.  Such information
has been subjected to the auditing procedures applied in the audit of the
basic financial statements and, in our opinion, is fairly stated in all
material respects in relation to the financial statements taken as a whole.


/s/ Little & Company
Certified Public Accountants

Monroe, Louisiana
March 5, 1999

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, 1998 and 1997 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, 1998 and 1997 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 March 1, 1999 on our consideration of THE OAKS APARTMENTS's
internal control and a report dated March 1, 1999 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
March 1, 1999

Cole, Evans & Peterson
Fifth Floor Travis Place - P.O. Drawer 1768
Shreveport, LA 71166-1768
PHONE:  318-222-8367
FAX:  318-425-4101

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

To the Partners
Sonora Seniors Apartments, Ltd.
Mansfield, Louisiana

We have audited the accompanying balance sheets of Sonora Seniors
Apartments, Ltd. at December 31, 1997 and December 31, 1996, and the
related statements of income, partners' capital, and cash flows for the
years then ended. These financial statements are the responsibility of the
Partnership's management.  Our responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
Standards 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, Ltd. at December 31, 1997 and December 31, 1996, and the
results of its operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued a
report dated February 4, 1998 on our consideration of Sonora Seniors
Apartments, Ltd.'s internal control structure and a report dated February
4, 1998 on it's compliance with laws and regulations.


/s/ Cole, Evans & Peterson

February 4, 1998

Little & Company
1111 N. 19th St.-P.O. Box 2485
Monroe, LA 71201
PHONE:  318-323-1717
FAX:  318-322-5121

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

Sonora Seniors Apartments, Ltd.
Mansfield, Louisiana


We have audited the accompanying balance sheets of Sonora Seniors
Apartments, Ltd. (the Partnership) as of December 31, 1998 and the related
statements of income, partners' equity, and cash flows for the year then
ended. These financial statements are the responsibility of the
Partnership's management.  Our responsibility is to express an opinion on
these financial statements based on our audit.  The financial statements of
Sonora Seniors Apartments, Ltd. as of December 31, 1997 were audited by
other auditors whose report dated February 4, 1998, expressed an
unqualified opinion on those financial statements.

We conducted our audit in accordance with generally accepted auditing
standards and the Standards for Financial and Compliance Audits contained
in  Government Auditing Standards issued by the Comptroller General of the
United States.  Those standards require that we plan and perform the 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 Sonora Seniors
Apartments, Ltd. as of December 31, 1998, and the results of its operations
and its cash flows for the year then ended in conformity with generally
accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued our
report dated March 5, 1999, on our consideration of Sonora Seniors
Apartments, Ltd.'s internal control over financial reporting and our tests
of its compliance with certain provisions of laws, regulations, contracts
and grants.

Our audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The accompanying schedules listed
in the table of contents are presented for the purpose of additional
analysis and are not a required part of the financial statements of Sonora
Seniors Apartments, Ltd.  Such information has been subjected to the
auditing procedures applied in the audit of the basic financial statements
and, in our opinion, is fairly stated in all material respects in relation
to the financial statements taken as a whole.



/s/ Little & Company
Certified Public Accountants

Monroe, Louisiana
March 5, 1999

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

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

In accordance with Government Auditing Standards, we have also issued a
report dated February 22, 1999 on our consideration of FREDERICKSBURG
SENIORS APARTMENTS, LTD.'s internal control and a report dated February 22,
1999 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, 1999

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, 1998
and 1997 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, 1998 and 1997 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 9, 1999 on our consideration of BRACKETTVILLE SENIORS
APARTMENTS, LTD.'s internal control and a report dated February 9, 1999 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 9, 1999

Cole, Evans & Peterson
Fifth Floor Travis Place - P.O. Drawer 1768
Shreveport, LA 71166-1768
PHONE:  318-222-8367
FAX:  318-425-4101

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners
Timpson Seniors Apartments, Ltd.
Mansfield, Louisiana


We have audited the accompanying balance sheets of Timpson Seniors
Apartments, Ltd. at December 31, 1997 and December 31, 1996, and the
related statements of income, partners' capital, and cash flows for the
years then ended. These financial statements are the responsibility of the
Partnership's management.  Our responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
Standards 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, Ltd. at December 31, 1997 and December 31, 1996, and the
results of its operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued a
report dated February 3, 1998 on our consideration of Timpson Seniors
Apartments' internal control structure and a report dated February 3, 1998
on its compliance with laws and regulations.


/s/ Cole, Evans & Peterson

February 3, 1998


Little & Company
1111 N. 19th St.-P.O. Box 2485
Monroe, LA 71201
PHONE:  318-323-1717
FAX:  318-322-5121

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

Timpson Seniors Apartments, Ltd.
Mansfield, Louisiana

We have audited the accompanying balance sheet of, Timpson Seniors
Apartments, Ltd. as of December 31, 1998 and the related statements of
income, partners' equity, and cash flows for the year then ended. These
financial statements are the responsibility of the Partnership's
management.  Our responsibility is to express an opinion on these financial
statements based on our audit.  The financial statements of Timpson Seniors
Apartments, Ltd. as of December 31, 1997 were audited by other auditors
whose report dated February 3, 1998, expressed an unqualified opinion on
those financial statements.

We conducted our audit in accordance with generally accepted auditing
standards and the Standards for Financial and Compliance Audits contained
in
Government Auditing Standards issued by the Comptroller General of the
United States.  Those standards require that we plan and perform the 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, Ltd., as of December 31, 1998 and the results of its operations
and its cash flows for the years then ended in conformity with generally
accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued our
report dated March 5, 1999, on our consideration of Timpson Seniors
Apartments, Ltd.'s internal control over financial reporting and our tests
of its compliance with certain provisions of laws, regulations, contracts
and grants.

Our audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The accompanying schedules listed
in the table of contents are presented for the purpose of additional
analysis and are not a required part of the financial statements of Timpson
Seniors Apartments, Ltd.  Such information has been subjected to the
auditing procedures applied in the audit of the basic financial statements
and, in our opinion, is fairly stated in all material respects in relation
to the financial statements taken as a whole.


/s/ Little & Company
Certified Public Accountants

Monroe, Louisiana
March 5, 1999

Baird, Kurtz, & Dobson CPA
5000 Rogers Avenue, Suite 700
Ft. Smith, AR 72903-2079
PHONE:  888-452-7543
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, 1998 and
1997, and the related statements of operations, changes in partners' equity
(deficit) and cash flows for the years then ended.  These financial
statements are the responsibility of the Partnership's management.  Our
responsibility is to express an opinion on these financial statements based
on our audits.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of CHARLESTON PROPERTIES,
A LIMITED PARTNERSHIP, D/B/A WINGATE APARTMENTS as of December 31, 1998 and
1997, and the results of its operations and its cash flows for the years
then ended in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued our
report dated February 18, 1999, on our consideration of the Partnerships's
internal control over financial reporting and our tests of its compliance
with certain provisions of laws, regulations, contracts and grants.


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

February 18, 1999

Baird, Kurtz, & Dobson CPA
5000 Rogers Avenue, Suite 700
Ft. Smith, AR 72903-2079
PHONE:  888-452-7543
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,
1998 and 1997, and the related statements of operations, changes in
partners' equity (deficit) and cash flows for the years then ended.  These
financial statements are the responsibility of the Partnership's
management.  Our responsibility is to express an opinion on these financial
statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of SALLISAW PROPERTIES II,
A LIMITED PARTNERSHIP, D/B/A MAYFAIR PLACE II APARTMENTS as of December 31,
1998 and 1997, and the results of its operations and its cash flows for the
years then ended in conformity with generally accepted accounting
principles.

In accordance with Government Auditing Standards, we have also issued our
report dated February 18, 1999, on our consideration of the Partnership's
internal control over financial reporting and our tests of its compliance
with certain provisions of laws, regulations, contracts and grants.


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

February 19, 1998


Baird, Kurtz, & Dobson CPA
5000 Rogers Avenue, Suite 700
Ft. Smith, AR 72903-2079
PHONE:  888-452-7543
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, 1998
and 1997, and the related statements of operations, changes in partners'
equity (deficit) and cash flows for the years then ended. These financial
statements are the responsibility of the Partnership's management.  Our
responsibility is to express an opinion on these financial statements based
on our audits.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of POCOLA PROPERTIES, A
LIMITED PARTNERSHIP, D/B/A NORTH GATE APARTMENTS as of December 31, 1998
and 1997, and the results of its operations and its cash flows for the
years then ended in conformity with generally accepted accounting
principles.

In accordance with Government Auditing Standards, we have also issued our
report dated February 8, 1999, on our consideration of the Partnership's
internal control over financial reporting and our tests of its compliance
with certain provisions of laws, regulations, contracts and grants.


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

February 8, 1999

Baird, Kurtz, & Dobson CPA
5000 Rogers Avenue, Suite 700
Ft. Smith, AR 72903-2079
PHONE:  888-452-7543
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, 1998
and 1997, and the related statements of operations, changes in partners'
equity (deficit) and cash flows for the years then ended. These financial
statements are the responsibility of the Partnership's management.  Our
responsibility is to express an opinion on these financial statements based
on our audits.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of POTEAU PROPERTIES II, A
LIMITED PARTNERSHIP, D/B/A NORTH POINTE APARTMENTS as of December 31, 1998
and 1997, and the results of its operations and its cash flows for the
years then ended in conformity with generally accepted accounting
principles.

In accordance with Government Auditing Standards, we have also issued our
report dated February 18, 1999, on our consideration of the Partnership's
internal control over financial reporting and our tests of its compliance
with certain provisions of laws, regulations, contracts and grants.


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

February 18, 1999


Baird, Kurtz, & Dobson CPA
5000 Rogers Avenue, Suite 700
Ft. Smith, AR 72903-2079
PHONE:  888-452-7543
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,
1998 and 1997, and the related statements of operations, changes in
partners' equity (deficit) and cash flows for the years then ended.  These
financial statements are the responsibility of the Partnership's
management.  Our responsibility is to express an opinion on these financial
statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of NOWATA PROPERTIES, A
LIMITED PARTNERSHIP, D/B/A CROSS CREEK II APARTMENTS as of December 31,
1998 and 1997, and the results of its operations and its cash flows for the
years then ended in conformity with generally accepted accounting
principles.

In accordance with Government Auditing Standards, we have also issued our
reports dated February 8, 1999, on our consideration of the Partnership's
internal control over financial reporting and our tests of its compliance
with certain provisions of laws, regulations, contracts and grants.


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

February 8, 1999

Baird, Kurtz, & Dobson CPA
5000 Rogers Avenue, Suite 700
Ft. Smith, AR 72903-2079
PHONE:  888-452-7543
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, 1998
and 1997, and the related statements of operations, changes in partners'
equity (deficit) and cash flows for the years then ended.  These financial
statements are the responsibility of the Partnership's management.  Our
responsibility is to express an opinion on these financial statements based
on our audits.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of SALLISAW PROPERTIES, A
LIMITED PARTNERSHIP, D/B/A MAYFAIR PLACE APARTMENTS as of December 31, 1998
and 1997, and the results of its operations and its cash flows for the
years then ended in conformity with generally accepted accounting
principles.

In accordance with Government Auditing Standards, we have also issued our
report dated February 8, 1999, on our consideration of the Partnership's
internal control over financial reporting and our tests of n its compliance
with certain provisions of laws, regulations, contracts and grants.


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

February 8, 1999

Baird, Kurtz, & Dobson CPA
5000 Rogers Avenue, Suite 700
Ft. Smith, AR 729032079
PHONE:  888-452-7543
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,
1998 and 1997, and the related statements of operations, changes in
partners' equity (deficit) and cash flows for the years then ended.  These
financial statements are the responsibility of the Partnership's
management.  Our responsibility is to express an opinion on these financial
statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of ROLAND PROPERTIES II, A
LIMITED PARTNERSHIP, D/B/A WOODLAND HILLS II APARTMENTS as of December 31,
1998 and 1997, and the results of its operations and its cash flows for the
years then ended in conformity with generally accepted accounting
principles.

In accordance with Government Auditing Standards, we have also issued our
report dated February 8, 1999, on our consideration of the Partnership's
internal control over financial reporting and our tests of its  compliance
with certain provisions of laws, regulations, contracts and grants.


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

February 8, 1999

Baird, Kurtz, & Dobson CPA
5000 Rogers Avenue, Suite 700
Ft. Smith, AR 72903-2079
PHONE:  888-452-7543
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, 1998 and
1997, and the related statements of operations, changes in partners' equity
(deficit) and cash flows for the years then ended.  These financial
statements are the responsibility of the Partnership's management.  Our
responsibility is to express an opinion on these financial statements based
on our audits.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of STILWELL PROPERTIES, A
LIMITED PARTNERSHIP, D/B/A SKYWOOD APARTMENTS as of December 31, 1998 and
1997, and the results of its operations and its cash flows for the years
then ended in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued our
report dated February 8, 1999, on our consideration of the Partnership's
internal control over financial reporting and our tests of its compliance
with certain provisions of laws, regulations, contracts and grants.


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

February 8, 1999

Baird, Kurtz, & Dobson CPA
5000 Rogers Avenue, Suite 700
Ft. Smith, AR 72903-2079
PHONE:  888-452-7543
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, 1998
and 1997, and the related statements of operations, changes in partners'
equity (deficit) and cash flows for the years then ended. These financial
statements are the responsibility of the Partnership's management.  Our
responsibility is to express an opinion on these financial statements based
on our audits.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of STILWELL PROPERTIES II,
A LIMITED PARTNERSHIP, D/B/A SKYWOOD II APARTMENTS as of December 31, 1998
and 1997, and the results of its operations and its cash flows for the
years then ended in conformity with generally accepted accounting
principles.

In accordance with Government Auditing Standards, we have also issued our
report dated February 8, 1999, on our consideration of the Partnership's
internal control over financial reporting and our tests of its compliance
with certain provisions of laws, regulations, contracts and grants.


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

February 8, 1999

Baird, Kurtz, & Dobson CPA
5000 Rogers Avenue, Suite 700
Ft. Smith, AR 72903-2079
PHONE:  888-452-7543
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,
1998 and 1997, and the related statements of operations, changes in
partners' equity (deficit) and cash flows for the years then ended.  These
financial statements are the responsibility of the Partnership's
management.  Our responsibility is to express an opinion on these financial
statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of WESTVILLE PROPERTIES, A
LIMITED PARTNERSHIP, D/B/A GREYSTONE PLACE APARTMENTS as of December 31,
1998 and 1997, and the results of its operations and its cash flows for the
years then ended in conformity with generally accepted accounting
principles.

In accordance with Government Auditing Standards, we have also issued our
report dated February 8, 1999, on our consideration of the Partnership's
internal control over financial reporting and our tests of its compliance
with certain provisions of laws, regulations, contracts and grants.


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

February 8, 1999

Baird, Kurtz, & Dobson CPA
5000 Rogers Avenue, Suite 700
Ft. Smith, AR 72903-2079
PHONE:  888-452-7543
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,
1998 and 1997, and the related statements of operations, changes in
partners' equity (deficit) and cash flows for the years then ended. These
financial statements are the responsibility of the Partnership's
management.  Our responsibility is to express an opinion on these financial
statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of MILL CREEK  PROPERTIES
V, A LIMITED PARTNERSHIP, D/B/A MILL CREEK APARTMENTS V as of December 31,
1998 and 1997, and the results of its operations and its cash flows for the
years then ended in conformity with generally accepted accounting
principles.

In accordance with Government Auditing Standards, we have also issued our
report dated February 8, 1999, on our consideration of the Partnership's
internal control over financial reporting and our tests of its compliance
with certain provisions of laws, regulations, contracts and grants.


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

February 8, 1999

Baird, Kurtz, & Dobson CPA
5000 Rogers Avenue, Suite 700
Ft. Smith, AR 72903-2079
PHONE:  888-452-7543
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, 1998 and
1997, and the related statements of operations, changes in partners' equity
(deficit) and cash flows for the years then ended.  These financial
statements are the responsibility of the Partnership's management.  Our
responsibility is to express an opinion on these financial statements based
on our audits.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of PARSONS PROPERTIES, A
LIMITED PARTNERSHIP, D/B/A SILVER STONE PLACE as of December 31, 1998 and
1997, and the results of its operations and its cash flows for the years
then ended in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued our
report dated February 8, 1999, on our consideration of the Partnership's
internal control over financial reporting and our tests of its compliance
with certain provisions of laws, regulations, contracts and grants.


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

February 8, 1999

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

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

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Inverness Club, Ltd.,
L.P. as of December 31, 1998 and 1997, and the results of its operations
and its cash flows for the years then ended in conformity with generally
accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued a
report dated January 22, 1999 on our consideration of Inverness Club, Ltd.,
L.P.'s internal control structure and a report dated January 22, 1999 on
its compliance with laws and regulations.


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

January 22, 1999

Reznick, Fedder & Silverman
P.O. Box 501298
Atlanta, GA 31150-1298
PHONE:  770-844-0644
FAX:  770-844-7363

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners
Carrollton Club, Ltd., L.P.

We have audited the accompanying balance sheets of Carrollton Club, Ltd.,
L.P., RHS Project No.: 10-22-58188314, as of December 31, 1997 and 1996,
and the related statements of operations, partners' equity (deficit) and
cash flows for the years then ended.  These financial statements are the
responsibility of the Partnership's management.  Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
Standards 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 Carrollton Club, Ltd.,
L.P., RHS Project No.: 10-22-58188314, as of December 31, 1997 and 1996,
and the results of its operations and its cash flows for the years then
ended in conformity with generally accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The supplemental information on
pages 16 through 19 is presented for purposes of additional analysis and is
not a required part of the basic financial statements. Such information has
been subjected to the auditing procedures applied in the 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.

In accordance with Government Auditing Standards, we have also issued
reports dated January 20, 1998 on our consideration of Carrollton Club,
Ltd., L.P.'s internal control structure and on its compliance with laws and
regulations.


/s/ Reznick, Fedder & Silverman
Certified Public Accountants
Atlanta, Georgia

January 22, 1998

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

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

We have audited the accompanying balance sheet of Carrollton Club, Ltd.,
L.P., (A Georgia Limited Partnership), FmHA Project No.: 10-22-58188314, as
of December 31, 1998, and the related statements of operations, changes in
partners' (deficit) and cash flows for the year then ended.  These
financial statements are the responsibility of the partnership's
management.  Our responsibility is to express an opinion on these financial
statements based on our audit.  The financial statements of Carrollton
Club, Ltd., L.P. as of December 31, 1997 were audited by other auditors
whose report dated January 22, 1998, expressed an unqualified opinion on
those statements.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Carrollton Club, Ltd.,
L.P., as of December 31, 1998, and the results of its operations and its
cash flows for the year then ended in conformity with generally accepted
accounting principles.

In accordance with Government Auditing Standards, we have also issued a
report dated January 19, 1999 on our consideration of Carrollton Club,
Ltd., L.P.'s internal control structure and a report dated January 19, 1999
on its compliance with laws and regulations.


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

January 19, 1999

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 Housing Director
166 Washington Avenue
Batavia, New York 14020

We have audited the accompanying balance sheets of Lewiston Limited
Partnership as of December 31, 1998 and 1997, and the related statements of
operations, partners' capital, and cash flows for the years then ended.
These financial statements are the responsibility of the Partnership's
management.  Our responsibility is to express an opinion on these financial
statements based on our audits.

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

In accordance with Government Auditing Standards, we have also issued a
report dated January 15, 1999, on our consideration of Lewiston Limited
Partnership's internal control structure and a report dated January 15,
1999 on its compliance with laws and regulations.


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

January 15, 1999

VanRheenen, 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
321 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, 1998 and 1997, 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, 1998 and 1997, and the results of its operations and its cash flows for
the years then ended in conformity with generally accepted accounting
principles.

In accordance with Government Auditing Standards, we have also issued a
report dated February 5, 1999 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/ VanRheenen, Miller & Rose, P.L.L.C.
Certified Public Accountants

February 5, 1999

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

In accordance with Government Auditing Standards, we have also issued
reports dated February 10, 1999 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
February 10, 1999

Oscar N. Harris Associates, P.A.
100 East Cumberland Street
Dunn, NC 28334
PHONE:  910-892-1021
FAX:  910-892-6084

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners of
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. as of December 31, 1997 and 1996, and the related
statements of partners' capital, income, 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 Woodcrest Associates of
South Boston,  VA, LTD. as of December 31, 1997 and 1996, and the results
of its operations and its cash flows for the years then ended in conformity
with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued a
report dated February 6, 1998  on our consideration of Woodcrest Associates
of South Boston, VA, LTD's internal control structure and a report dated
February 6, 1998  on its compliance with laws and regulations.


/s/ Oscar N. Harris Associates, P.A.
Certified Public Accountants

February 6, 1998

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 of
Woodcrest Associates of South Boston, Va., Ltd.
Charlotte, North Carolina

We have audited the accompanying balance sheet of Woodcrest Associates of
South Boston, Va., Ltd.(a Virginia limited partnership) as of December 31,
1998, and the related statements of operations, partners' equity, and cash
flows for the year then ended.  These financial statements are the
responsibility of the Partnership's management.  Our responsibility is to
express an opinion on these financial statements based on our audit.  The
financial statements of Woodcrest Associates of South Boston, Va., Ltd. as
of December 31, 1997, were audited by other auditors whose report dated
February 6, 1998, expressed an unqualified opinion on those statements.

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 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 Woodcrest Associates of
South Boston, Va., Ltd. as of December 31, 1998, and the results of its
operations and its cash flows for the year then ended in conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued our
report dated February 5, 1999,  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 audit was 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 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/ Bernard Robinson & Company, L.L.P.
Certified Public Accountants

Greensboro, North Carolina
February 5, 1999

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, 1998 and 1997, and the related statements of
operations, partners' equity and cash flows for the years then ended.
These financial statements are the responsibility of the Partnership's
management.  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, 1998 and 1997, 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.

My audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The Supplemental information on
pages 15 to 17 is presented for purposes of additional analysis and is not
a required part of the basic financial statements. Such information has
been subjected to the audit procedures applied in the audits 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 10, 1999 on my consideration of Norton Green Limited
Partnership's internal control and a report dated March 10, 1999 on its
compliance with laws and regulations applicable to the financial
statements.


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

March 10, 1999

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, 1998 and 1997, and the related statements of
operations, partners' equity and cash flows for the years then ended.
These financial statements are the responsibility of the Partnership's
management.  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, 1998 and 1997, 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.

My audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The Supplemental information on
pages 15 to 17 is presented for purposes of additional analysis and is not
a required part of the basic financial statements. Such information has
been subjected to the audit procedures applied in the audits 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 10, 1999 on my consideration of Jonesville Manor Limited
Partnership's internal control and a report dated March 10, 1999 on its
compliance with laws and regulations applicable to the financial
statements.


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

March 10, 1999

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 Supplemental balance sheets of Blacksburg Terrace
Limited Partnership as of December 31, 1998 and 1997, and the related
statements of operations, partners' equity and cash flows for the years
then ended. These financial statements are the responsibility of the
Partnership's management.  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, 1998 and 1997, 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.

My audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The Supplemental information on
pages 15 to 17 is presented for purposes of additional analysis and is not
a required part of the basic financial statements. Such information has
been subjected to the audit procedures applied in the audits 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 8, 1999 on my consideration of Blacksburg Terrace
Limited Partnership's internal control and a report dated March 8, 1999 on
its compliance with laws and regulations applicable to the financial
statements.


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

March 8, 1999

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

I 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 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 the 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 of December 31, 1998 and 1997, 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.

My audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The supplemental information on
pages 15 to 17 is presented for purposes of additional analysis and is not
a required part of the basic financial statements. Such information has
been subjected to the audit procedures applied in the audits 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 10, 1999 on my consideration of Newport Village Limited
Partnership's internal control and a report dated March 10, 19999 on itsts
compliance with laws and regulations applicable to the financial statements


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

March 10, 1999

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, 1998 and 1997, 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, 1998 and 1997, and the
results of its operations and its cash flows for the years then ended in
conformity with Generally Accepted Accounting Principles.

In accordance with Government Auditing Standards, we have also issued a
report dated January 14, 1999, on our consideration of the internal control
structure of Zapata Housing, Ltd.- (A Texas Limited Partnership) and a
report dated January 14, 1999, on its compliance with laws and regulations.


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

Austin, Texas
January 14, 1999

Lou Ann Montey and Associates, P.C.
8400 N. Mopac Expressway, Suite 302
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, 1998 and 1997, and the
related statements of income (loss), partners' equity, and cash flows for
the years then ended.  These financial statements are the responsibility of
the Partnership's management.  Our responsibility is to express an opinion
on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Sinton Retirement, Ltd.-
(A Texas Limited Partnership) as of December 31, 1998 and 1997, and the
results of its operations and its cash flows for the years then ended in
conformity with Generally Accepted Accounting Principles.

In accordance with Government Auditing Standards, we have also issued a
report dated January 20, 1999, on our consideration of the internal control
structure of Sinton Retirement, Ltd.- (A Texas Limited Partnership) and a
report dated January 20, 1999, on its compliance with laws and regulations.


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

Austin, Texas
January 20, 1999

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, 1998 and 1997 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, 1998 and 1997 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, 1999 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 purposes of forming an opinion on the
basic financial statements taken as a whole. The accompanying supplementary
information shown on pages 14 through 16 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, 1999

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

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

In accordance with Government Auditing Standards, we have also issued
reports dated February 16, 1999, on our consideration of Mountain Crest
Limited Partnership's internal controls and compliance with laws and
regulations.

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


/s/  Roger Clubb
Simmons and Clubb
Certified Public Accountants

Boise, Idaho
February 16, 1999

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, 1998 and 1997, 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 statements based on our audit.

We conducted our audits in accordance with generally accepted auditing
standards and Government Auditing Standards, issued by the Comptroller
General of the United States.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements.  An audit also includes 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, 1998 and 1997,
and the results of its operations, changes in partners' equity (deficit)
and cash flows for the year then ended in conformity with generally
accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued a
report dated January 25, 1999 on our consideration of Eudora Senior
Housing, L.P.I's internal control and a report dated January 25, 1999 on
its compliance with laws and regulations applicable to the financial
statements.


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

Topeka, Kansas
January 25, 1999
Audit Principal: Virginia A. Powell
IA Federal ID Number: 48-1066439

Baird, Kurtz & Dobson, CPA
5000 Rogers Avenue, Suite 700
Ft. 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, 1998 and 1997, 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, 1998 and 1997, and the results of its operations and its cash flows for
the years then ended in conformity with generally accepted accounting
principles.

In accordance with Government Auditing Standards, we have also issued our
report dated February 18, 1999, on our consideration of the internal
control over financial reporting and our tests of its compliance with
certain provisions of laws, regulations, contracts and grants.


/s/ Baird Kurtz & Dobson CPA
Certified Public Accountants

February 18, 1999

Eide Bailly LLP
100 N. Phillips, Ste.800-P.O. Box 5126
Sioux Falls, SD 57717-5126
PHONE:  605-339-1999
FAX:  605-339-1306

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

We have audited the accompanying balance sheets of Sunchase II, Ltd. (a
limited partnership) as of December 31, 1998 and 1997, 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, 1998 and 1997, and the results of its operations and its cash
flows for the years then ended in conformity with generally accepted
accounting principles.

Our audits were performed 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 basic financial
statements of Sunchase II, 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.

In accordance with Government Auditing Standards, we have also issued a
report dated February 9, 1999 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.

/s/ Eide Bailly LLP
Certified Public Accountants
Sioux Falls, South Dakota
February 9, 1999

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

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

We have audited the accompanying balance sheets of Courtyard, Ltd. (a
limited partnership) as of December 31, 1998 and 1997, 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, 1998 and 1997, and the results of its operations and its cash
flows for the years then ended in conformity with generally accepted
accounting principles.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The supplementary information on
pages 14 and 15 is presented for purposes of additional analysis and is not
a required part of the basic financial statements.  Such information has
been subjected to the auditing procedures applied in the 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.

In accordance with Government Auditing Standards, we have also issued a
report dated January 29, 1999 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.

/s/ Eide Bailly LLP
Certified Public Accountants
Sioux Falls, South Dakota
January 29, 1999

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

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

We have audited the accompanying balance sheets of Sunrise Ltd. (a limited
partnership) as of December 31, 1998 and 1997, and the related statements
of operations, changes in partners' equity (deficit) and cash flows for the
years then ended.  These financial statements are the responsibility of the
Partnership's management.  Our responsibility is to express an opinion on
these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Sunrise, Ltd. as of
December 31, 1998 and 1997, and the results of its operations and its cash
flows for the years then ended in conformity with generally accepted
accounting principles.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The supplementary information on
pages 12 and 13 is presented for purposes of additional analysis and is not
a required part of the basic 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.

In accordance with Government Auditing Standards, we have also issued a
report dated February 8, 1999 on our consideration of Sunrise, Ltd.'s
internal control over financial reporting and our tests of compliance with
certain provisions of laws, regulations, contracts and grants.

/s/ Eide Bailly LLP
Certified Public Accountants
Sioux Falls, South Dakota
February 8, 1999

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, 1998 and 1997, 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, 1998 and 1997, 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.

In accordance with Government Auditing Standards, we have also issued our
report dated January 27, 1999, on the Partnership's compliance and internal
control over financial reporting.


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

January 27, 1999

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

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners of Hazlehurst Manor, L.P.
Hazlehurst, Mississippi

I have audited the accompanying balance sheets of Hazlehurst Manor L.P.,
(RD Case Number 28-015-640803081), as of December 31, 1998 and 1997, and
the related statements of income, partners' equity, and cash flows for the
years then ended. These financial statements are the responsibility of the
partnership's management.  My responsibility is to express an opinion on
these financial statements based on my audits.

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

In my opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Hazlehurst Manor, L.P.,
as of December 31, 1998 and 1997 and the results of its operations and its
cash flows for the years then ended in conformity with generally accepted
accounting principles.

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

/s/ Bob T. Robinson
Certified Public Accountant

March 4, 1999

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, 1998 and 1997, and the related statements of operations,
partners' capital and cash flows for the years then ended. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based
on my 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, 1998 and 1997,
and the results of its operations and its cash flows for the years then
ended in conformity with generally accepted accounting principles.

The 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, 1998 and
1997, 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 8, 1999 on our consideration of Lakeshore Apartments,
Ltd., internal control over financial reporting and on our tests of its
compliance with certain provisions of laws and regulations.


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

Gadsden, Alabama
February 8, 1999

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

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

We have audited the accompanying balance sheets of Countrywood Apartments,
Ltd., a limited partnership, RHS Project No.: 01-004-630943678 as of
December 31, 1998 and 1997, 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, 1998 and 1997,
and the results of its operations and its cash flows for the years then
ended in conformity with generally accepted accounting principles.

The 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, 1998 and
1997, 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 2, 1999 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 2, 1999

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

The 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, 1998 and
1997, 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 10, 1999 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 10, 1999

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

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

The 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, 1998 and
1997, 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 9, 1999 on our consideration of Meadowcrest
Apartments, Ltd., 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 9, 1999

Turk & Giles, CPAs, P.C.
1823 East 20th - 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, 1998 and 1997, and the related
statements of operations, partners' capital and cash flows for the years
then ended.  These financial statements are the responsibility of the
Partnership's management.  Our responsibility is to express an opinion on
these financial statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Seneca Apartments, L.P.
as of December 31, 1998 and 1997, and the results of its operations and its
cash flows for the years then ended in conformity with generally accepted
accounting principles.

In accordance with GOVERNMENT AUDITING STANDARDS, we have also issued our
report dated February 24, 1999 on our consideration of Seneca Apartments,
L.P.'s internal control over financial reporting and our tests of its
compliance with certain provisions of laws and regulations.

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

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

February 24, 1999

Turk & Giles, CPAs, P.C.
1823 East 20th - 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, 1998 and 1997, and the related
statements of operations, partners' capital and cash flows for the years
then ended.  These financial statements are the responsibility of the
Partnership's management.  Our responsibility is to express an opinion on
these financial statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Carthage Seniors, L.P.
as of December 31, 1998 and 1997, and the results of its operations and its
cash flows for the years then ended in conformity with generally accepted
accounting principles.

In accordance with GOVERNMENT AUDITING STANDARDS, we have also issued our
report dated February 24, 1999 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 24, 1999

Turk & Giles, CPAs, P.C.
1823 East 20th - 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, 1998 and 1997,
and the related statements of operations, partners' capital and cash flows
for the years then ended.  These financial statements are the
responsibility of the Partnership's management.  Our responsibility is to
express an opinion on these financial statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Southwest City
Apartments, L.P. as of December 31, 1998 and 1997, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

In accordance with GOVERNMENT AUDITING STANDARDS, we have also issued our
report dated February 24, 1999 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 24, 1999

Turk & Giles, CPAs, P.C.
1823 East 20th - 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, 1998 and 1997, and the
related statements of operations, partners' capital and cash flows for the
years then ended.  These financial statements are the responsibility of the
Partnership's management.  Our responsibility is to express an opinion on
these financial statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Pineville Apartments,
L.P. as of December 31, 1998 and 1997, and the results of its operations
and its cash flows for the years then ended in conformity with generally
accepted accounting principles.

In accordance with GOVERNMENT AUDITING STANDARDS, we have also issued our
report dated February 24, 1999 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 24, 1999

Turk & Giles, CPAs, P.C.
1823 East 20th - 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, 1998 and 1997, and the related
statements of operations, partners' capital and cash flows for the years
then ended.  These financial statements are the responsibility of the
Partnership's management.  Our responsibility is to express an opinion on
these financial statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Monett Seniors, L.P. as
of December 31, 1998 and 1997, and the results of its operations and its
cash flows for the years then ended in conformity with generally accepted
accounting principles.

In accordance with GOVERNMENT AUDITING STANDARDS, we have also issued our
report dated February 24, 1999 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 24, 1999

Turk & Giles, CPAs, P.C.
1823 East 20th - 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, 1998 and 1997, and the related
statements of operations, partners' capital and cash flows for the years
then ended.  These financial statements are the responsibility of the
Partnership's management.  Our responsibility is to express an opinion on
these financial statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Columbus Seniors, L.P.
as of December 31, 1998 and 1997, and the results of its operations and its
cash flows for the years then ended in conformity with generally accepted
accounting principles.

In accordance with GOVERNMENT AUDITING STANDARDS, we have also issued our
report dated February 24, 1999 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 24, 1999

Turk & Giles, CPAs, P.C.
1823 East 20th - 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, 1998 and 1997, and the related
statements of operations, partners' capital and cash flows for the years
then ended.  These financial statements are the responsibility of the
Partnership's management.  Our responsibility is to express an opinion on
these financial statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Arma Seniors, L.P. as
of December 31, 1998 and 1997, and the results of its operations and its
cash flows for the years then ended in conformity with generally accepted
accounting principles.

In accordance with GOVERNMENT AUDITING STANDARDS, we have also issued our
report dated February 24, 1999 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 24, 1999

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

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

I have audited the accompanying balance sheet of Yorkshire Retirement
Village, (an Oklahoma Limited Partnership) as of December 31, 1998 and
1997, and the related statement of income, 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, 1998 and 1997, and the results of its operations
and its cash flows for the years then ended in conformity with generally
accepted accounting principles.

My audit was made for the purpose of forming an opinion on the basic
financial statements take as a whole.  The supplemental information is
presented for purposes of additional analysis and is not a required part of
the basic financial statements.  The supplementary information, The
Schedule of Maintenance Expenses has been subjected to the audit procedures
applied in the audit of the basic financial statements and, in my opinion,
is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.

In accordance with Government Auditing Standards, I have also issued a
report dated March 17, 1999 on my consideration of Yorkshire Retirement
Village's compliance and on internal control over financial reporting.

/s/ Suellen Doubet, CPA
Wagoner, OK  74467

March 17, 1999

Chester M. Kearney, CPA
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, 1998 and
1997, 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, 1998 and 1997, 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
report dated February 5, 1999 on our consideration of Rural Development
Group, d/b/a Ashland Estates' internal control over financial reporting and
our tests of its compliance with certain provisions of laws and
regulations.


/s/ Chester Kearney, CPA
Certified Publice Accountants

Presque Isle, Maine
February 5, 1999

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, 1998 and 1997, 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 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 Scarlett Oaks Limited
Partnership as of December 31, 1998 and 1997, 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 4, 1999, on my consideration of Scarlett Oaks Limited
Partnership's internal control and a report dated February 4, 1999 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, CPA
Certified Public Accountants

Columbia, South Carolina
February 4, 1999

David G. Pelliccione, C.P.A., P.C.
329 Eisenhower Drive, Suite B-200
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 sheets of BROOKS HILL APARTMENTS,
L.P., as of December 31, 1998 and 1997 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, 1998 and 1997, and the results of its operations
and its cash flows for the years then ended in conformity with generally
accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued our
report dated February 11, 1999 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.

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 11, 1999

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

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

We have audited the balance sheets of Village Apartments of Seymour II,
L.P. (a limited partnership) as of December 31, 1998 and 1997, 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, Farmers Home
Administration 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, 1998 and 1997, 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 15, 1999 on our consideration of the partnership's
internal control and a report dated January 15, 1999  on its compliance
with laws and regulations.

Respectfully submitted,

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

Indianapolis, Indiana
January 15, 1999

Scheiner, Mister & Grandizio, P.A.
1301 York Road,
Suite 705, Heaver Plaza
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, 1998 and 1997, and the related statements of
operations, partners' capital, and cash flows for the years then ended.
These financial statements are the responsibility of the Partnership's
management.  Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards 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, 1998 and 1997, 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 13, 1999 on our consideration of the Partnership's
internal control and a report dated January 13, 1999 on its compliance with
laws and regulations.


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

January 13, 1999

Larry C. Stemen CPA & Associates
380 South Fifth Street, The Americana - Suite 1
Columbus, OH 43215
PHONE:  614-224-0955
FAX:  614-224-0971

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners of
Bryan Senior Village Limited Partnership
(A Limited Partnership)
DBA Plaza Senior Village Apartments
Mansfield, OH

We have audited the accompanying balance sheets of Bryan Senior Village
Limited Partnership (A Limited Partnership), DBA Plaza Senior Village
Apartments, FmHA Case No. 41-086-341561720, as of December 31, 1997 and
1996, and the related income statements, changes in partners' equity
(deficit) and cash flows for the years then ended.  These financial
statements are the responsibility of the project's management.  Our
responsibility is to express an opinion on these financial statements based
on our audits.

We conducted our audits in accordance with generally accepted auditing
Standards 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' issued in December 1989.  Those
standards and Audit Program 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 Bryan Senior Village
Limited Partnership (A Limited Partnership), DBA Plaza Senior Village
Apartments, FmHA Case No. 41-086-341561720, at December 31, 1997 and 1996,
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.

Our audits were made for the purpose of forming an opinion on the financial
statements taken as a whole.  The supplemental data included in this report
(shown on pages 14-18) are presented for the purpose of additional analysis
and are not a required part of the financial statements of FmHA Case No. 41-
086-341561720.  Such information has been subjected to the same 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.

In accordance with Government Auditing Standards, we have also issued a
report dated January 16, 1998 on our consideration of Bryan Senior Village
Limited Partnership's internal control structure and a report dated January
16, 1998 on its compliance with specific requirements applicable to Rural
Development Services programs.


/s/ Larry C. Stemen CPA & Associates
Certified Public Accountants
Columbus, Ohio
January 16, 1998

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

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners of
Bryan Senior Village Limited Partnership
DBA Plaza Senior Village Apartments
Mansfield, Ohio

We have audited the accompanying balance sheet of Bryan Senior Village
Limited Partnership (a limited partnership), DBA Plaza Senior Village
Apartments, Case No. 41-086-341561720, as of December 31, 1998, and the
related income statement, changes in partners' equity (deficit), and cash
flows for the year then ended.  These financial statements are the
responsibility of the project's management.  Our responsibility is to
express an opinion on these financial statements based on our audit.  The
financial statements of Bryan Senior Village Limited Partnership as of
December 31, 1997, were audited by other auditors whose report dated
January 16, 1998, expressed an unqualified opinion on those statements.

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 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, 1998, and the results of its operations, changes
in partners' equity (deficit),and cash flows for the years then ended in
conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued a
report dated January 15, 1999 on our consideration of Bryan Senior Village
Limited Partnership's internal control and a report dated January 15, 1999,
on its compliance with specific requirements applicable to Rural
Development Services programs.


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

Worthington, Ohio
January 15, 1999

Larry C. Stemen CPA & Associates
380 South Fifth Street, The Americana - Suite 1
Columbus, OH 43215
PHONE:  614-224-0955
FAX:  614-224-0971

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners of
Brubaker Square Limited Partnership
(A Limited Partnership)
DBA Brubaker Square Apartments
Mansfield, OH

We have audited the accompanying balance sheets of Brubaker Square Limited
Partnership (A Limited Partnership), DBA Brubaker Square Apartments, FmHA
Case No. 41-092-341561718, as of December 31, 1997 and 1996, and the
related income statements, changes in partners' equity (deficit) and cash
flows for the years then ended.  These financial statements are the
responsibility of the project's management.  Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
Standards 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' issued in December 1989.  Those
standards and Audit Program 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 Brubaker Square Limited
Partnership (A Limited Partnership), DBA Brubaker Square Apartments, FmHA
Case No. 41-092-341561718, at December 31, 1997 and 1996, 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.

Our audits were made for the purpose of forming an opinion on the financial
statements taken as a whole.  The supplemental data included in this report
(shown on pages 14-18) are presented for the purpose of additional analysis
and are not a required part of the financial statements of FmHA Case No. 41-
092-341561718.  Such information has been subjected to the same 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.

In accordance with Government Auditing Standards, we have also issued a
report dated January 16, 1998 on our consideration of Brubaker Square
Limited Partnership's internal control structure and a report dated January
16, 1998 on its compliance with specific requirements applicable to Rural
Development Services programs.


/s/ Larry C. Stemen CPA & Associates
Certified Public Accountants
Columbus, Ohio
January 16, 1998

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

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners of
Brubaker Square Limited Partnership
DBA Brubaker Square Apartments
Mansfield, Ohio

We have audited the accompanying balance sheet of Brubaker Square Limited
Partnership (a limited partnership), DBA Brubaker Square Apartments, Case
No. 41-092-341561718, as of December 31, 1998, and the related income
statement, changes in partners' equity (deficit), and cash flows for the
year then ended.  These financial statements are the responsibility of the
project's management.  Our responsibility is to express an opinion on these
financial statements based on our audit.  The financial statements of
Brubaker Square Limited Partnership as of December 31, 1997, were audited
by other auditors whose report dated January 16, 1998, expressed an
unqualified opinion on those statements.

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 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 Brubaker Square Limited
Partnership, DBA Brubaker Square Apartments, Case No. 41-092-341561718, at
December 31, 1998, and the results of its operations, changes in partners'
equity (deficit),and cash flows for the year then ended in conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued a
report dated January 15, 1999, on our consideration of Brubaker Square
Limited Partnership's internal control and a report dated January 15, 1999,
on its compliance with specific requirements applicable to Rural
Development Services Programs.


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

Worthington, Ohio
January 15, 1999

Larry C. Stemen CPA & Associates
380 South Fifth Street, The Americana - Suite 1
Columbus, OH 43215
PHONE:  614-224-0955
FAX:  614-224-0971

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners of
Villa Allegra Limited Partnership
(A Limited Partnership)
DBA Villa Allegra Apartments
Mansfield, OH

We have audited the accompanying balance sheets of Villa Allegra Limited
Partnership (A Limited Partnership), DBA Villa Allegra Apartments, FmHA
Case No. 41-054-341561716, as of December 31, 1997 and 1996, and the
related income statements, changes in partners' equity (deficit) and cash
flows for the years then ended.  These financial statements are the
responsibility of the project's management.  Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
Standards 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' issued in December 1989.  Those
standards and Audit Program 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 Villa Allegra Limited
Partnership (A Limited Partnership), DBA Villa Allegra Apartments, FmHA
Case No. 41-054-341561716, at December 31, 1997 and 1996, 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.

Our audits were made for the purpose of forming an opinion on the financial
statements taken as a whole.  The supplemental data included in this report
(shown on pages 14-18) are presented for the purpose of additional analysis
and are not a required part of the financial statements of FmHA Case No. 41-
054-341561716.  Such information has been subjected to the same 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.

In accordance with Government Auditing Standards, we have also issued a
report dated January 16, 1998 on our consideration of Villa Allegra Limited
Partnership's internal control structure and a report dated January 16,
1998 on its compliance with specific requirements applicable to Rural
Development Services programs.


/s/ Larry C. Stemen CPA & Associates
Certified Public Accountants
Columbus, Ohio
January 16, 1998

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

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners of
Villa Allegra Limited Partnership
DBA Villa Allegra Apartments
Mansfield, Ohio

We have audited the accompanying balance sheet of Villa Allegra Limited
Partnership (a limited partnership), DBA Villa Allegra Apartments, Case No.
41-054-341561716, as of December 31, 1998, and the related income
statement, changes in partners' equity (deficit), and cash flows for the
year then ended.  These financial statements are the responsibility of the
project's management.  Our responsibility is to express an opinion on these
financial statements based on our audit.  The financial statements of Villa
Allegra Limited Partnership as of December 31, 1997, were audited by other
auditors whose report dated January 16, 1998, expressed an unqualified
opinion on those statements.

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 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 Villa Allegra Limited
Partnership, DBA Villa Allegra Apartments, Case No. 41-054-341561716, at
December 31, 1998, and the results of its operations, changes in partners'
equity (deficit),and cash flows for the year then ended in conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued a
report dated January 15, 1999, on our consideration of Villa Allegra
Limited Partnership's internal control and a report dated January 15, 1999,
on its compliance with specific requirements applicable to Rural
Development Services Programs.


/s/ Fentress, Dunbar, & Brown, CPAs, LLC
Certified Public Accountants
Worthington, Ohio
January 15, 1999

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

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners of
Logan Place Limited Partnership
DBA Logan Place Apartments
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, 1998 and 1997, and the related income
statement, changes in partners' equity (deficit) and cash flows for the
years then ended.  These financial statements are the responsibility of the
project's management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards, Government Auditing Standards, issued by the Comptroller General
of the United States, and the U.S. Department of Agriculture, Farmers Home
Administration "Audit Program" issued in December, 1989.  Those standards
require that we plan and perform our audits to obtain reasonable assurance
about whether the financial statements are free of material misstatement.
An audit includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements.  An audit also
includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable basis for
our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Logan Place Limited
Partnership, DBA Logan Place Apartments, Case No. 41-037-341643639, at
December 31, 1998 and 1997, 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, 1999, on our consideration of Logan Place Limited
Partnership's internal control and a report dated January 15, 1999, on its
compliance with specific requirements applicable to Rural Development
Services Programs.

Worthington, Ohio
January 15, 1999

Duggan, Joiner, Birkenmeyer, Stafford & Furman, PA
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 R.R.H., Ltd.

We have audited the accompanying basic financial statements of Flagler
Beach Villas R.R.H., Ltd., as of and for the years ended December 31, 1998
and 1997, 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 R.R.H., Ltd. as of December 31, 1998 and 1997, and the results of
its operations and its cash flows for the years then ended in conformity
with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued our
report dated January 25, 1999 on our consideration of Flagler Beach Villas
R.R.H., Ltd.'s internal control over financial reporting and our tests of
its compliance with certain provisions of laws, regulations, contracts and
grants.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The additional information
presented on pages 10 to 16 is presented for the purposes of additional
analysis and is not a required part of the basic financial statements.  The
information on pages 10 to 15 has been subjected to the auditing procedures
applied in the audit of the basic financial statements and, in our opinion,
is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.  The information on page 16, which
is of a nonaccounting nature, has not been subjected to the auditing
procedures applied in the audit of the basic financial statements, and we
express no opinion on it.

/s/ Duggan, Joiner, Birkenmeyer, Stafford & Furman, PA
Certified Public Accountants
January 25, 1999

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
Athens, Texas 75751

We have audited the accompanying Balance Sheet of the Elkhart Apartments
Limited as of December 31, 1998 and 1997, and the related Statements of
Income and Expenses, Changes in Partners's Equity (Deficit), and Cash Flows
for the years then ended.  These financial statements are the
responsibility of the Elkhart Apartments Limited's management.  Our
responsibility is to express an opinion on these financial statements based
on our audits.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Elkhart Apartments
Limited as of December 31, 1998 and 1997, and the results of its operations
and its cash flows for the years then ended in conformity with generally
accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued our
report dated March 8, 1999 on our consideration of the Elkhart Apartments
Limited's internal control over financial reporting and our tests of its
compliance with certain laws, regulations, contracts and grants.

Our audit was performed for the purpose of forming an opinion on the
financial statements of the Elkhart Apartments Limited, taken as a whole.
The accompanying supplemental letter is presented for purposes of
additional analysis as required by the U.S. Department of Agriculture,
Rural Development Agency, and is not a required part of the financial
statements.  Such information has been subjected to the auditing procedures
applied in the audit of the financial statements and, in our opinion, is
fairly stated, in all material respects, in relation to the financial
statements taken as a whole.

/s/ Smith, Lambright & Associates, P.C.
Certified Public Accountants
March 8, 1999

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.
Athens, Texas  75751

We have audited the accompanying Balance Sheet of South Timber Ridge
Apartments, Ltd. as of December 31, 1998 and 1997, 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, 1998 and 1997, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued our
report dated February 19, 1999 on our consideration of South Timber Ridge
Apartments, Ltd.'s internal control over financial reporting and our tests
of its compliance with certain laws, regulations, contracts and grants.

Our audit was performed for the purpose of forming an opinion on the
financial statements of South Timber Ridge Apartments, Ltd., taken as a
whole.  The accompanying supplemental letter is presented for purposes of
additional analysis as required by the U.S. Department of Agriculture,
Rural Development Agency, and is not a required part of the financial
statements.  Such information has been subjected to the auditing procedures
applied in the audit of the financial statements and, in our opinion, is
fairly stated in all material respects, in relation to the financial
statements taken as a whole.

/s/ Smith, Lambright & Associates, P.C.
Certified Public Accountants
February 19, 1999

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
Athens, Texas  75751

We have audited the accompanying Balance Sheet of Heritage Drive South,
Limited as of December 31, 1998 and 1997, and the related Statements of
Income and Expenses, Changes in Partner's Equity (Deficit), and Cash Flows
for the years then ended.  These financial statements are the
responsibility of Heritage Drive South, Limited's management. Our
responsibility is to express an opinion on these financial statements based
on our audits.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Heritage Drive South,
Limited as of December 31, 1998 and 1997, and the results of its operations
and its cash flows for the years then ended in conformity with generally
accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued our
report dated March 2, 1999 on our consideration of Heritage Drive South,
Limited's internal control over financial reporting and our tests of its
compliance with certain laws, regulations, contracts and grants.

Our audit was performed for the purpose of forming an opinion on the
financial statements of Heritage Drive South, Limited, taken as a whole..
The accompanying supplemental letter is presented for purposes of
additional analysis as required by the U.S. Department of Agriculture,
Rural Development Agency, and is not a required part of the financial
statements.  Such information has been subjected to the auditing procedures
applied in the audit of the financial statements and, in our opinion, is
fairly stated in all material respects, in relation to the financial
statements taken as a whole.

/s/ Smith, Lambright & Associates. P.C.
Certified Public Accountants
March 2, 1999

Miller, Mayer, Sullivan & Stevens LLP
2365 Harrodsburg Rd.
Lexington, KY 40504-3399
PHONE:  606-223-3095
FAX:  606-223-2143
                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners
Goodwater Falls, Ltd.

We have audited the accompanying balance sheets of Goodwater Falls, Ltd.,
(a limited partnership) Case No. 20-067-621424606, as of December 31, 1998
and 1997 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, 1998 and 1997, and the results of its operations and its
cash flows for the years then ended in conformity with generally accepted
accounting principles.

In accordance with Government Auditing Standards, we have also issued our
report dated February 5, 1999  on our consideration of Goodwater Falls,
Ltd.'s internal control over financial reporting and our tests of its
compliance with certain provisions of laws, regulations, contracts and
grants.

Our audits were conducted for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental data included
in this report is presented for purposes of additional analysis and is not
a required part of the basic financial statements.  Such information has
been subjected to the auditing procedures applied in the audits of the
basic financial statements, and in our opinion, is presented fairly, in all
material respects, in relation to the basic financial statements taken as a
whole.

/s/ Miller, Mayer, Sullivan & Stevens, LLP
Certified Public Accountants
Lexington, Kentucky
February 5, 1999

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, 1998 and 1997, and
the related statement 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, 1998 and 1997, and
the results of its operations and its cash flows for the year then ended in
conformity with Generally Accepted Accounting Principles.

In accordance with Government Auditing Standards, we have also issued a
report dated January 15, 1999, on our consideration of the internal control
structure of Frankston Retirement, Ltd. - (A Texas Limited Partnership) and
a report dated January 15, 1999, on its compliance with laws and
regulations.


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

Austin, Texas
January 15, 1999

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

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

To The Partners
Wallis Housing, Ltd. - (A Texas Limited Partnership)
Burnet, Texas

We have audited the accompanying balance sheets of Wallis Housing, Ltd. -
(A Texas Limited Partnership) as of December 31, 1998 and 1997, and the
related statement of income (loss), partners' equity (deficit), and cash
flows for the years then ended.  These financial statements are the
responsibility of the Partnership's management.  Our responsibility is to
express an opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above presents fairly,
in all material respects, the financial position of Wallis Housing, Ltd. -
(A Texas Limited Partnership) as of December 31, 1998 and 1997, and the
results of its operations and its cash flows for the years then ended in
conformity with Generally Accepted Accounting Principles.

In accordance with Government Auditing Standards, we have also issued a
report dated January 16, 1999, on our consideration of the internal control
structure of Wallis Housing, Ltd. - (A Texas Limited Partnership) and a
report dated January 16, 1999, on its compliance with laws and regulations.


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

Austin, Texas
January 16, 1999

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, 1998 and 1997 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, 1998 and 1997, and the
results of its operations and its cash flows for the years then ended in
conformity with Generally Accepted Accounting Principles.

In accordance with Government Auditing Standards, we have also issued a
report dated January 20, 1999, on our consideration of the internal control
structure of Menard Retirement, Ltd. - (A Texas Limited Partnership) and a
report dated January 20, 1999, on its compliance with laws and regulations.


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

Austin,  Texas
January 20, 1999

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 55, 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 43, is a Vice President and a Director.  He is  a
  Senior  Vice  President  of  Raymond James & Associates,  Inc.  which  he
  joined  in  1982.   Mr. Mosby received an MBA from the  Harvard  Business
  School  (1982).   He graduated magna cum laude with a BA from  Vanderbilt
  University where he was elected to Phi Beta Kappa.

  Teresa  L. Barnes, age 52, is a Vice President.  Ms. Barnes is  a  Senior
  Vice  President of Raymond James & Associates, Inc., which she joined  in
  1969.

  Sandra  L.  Furey, age 36, 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, 1999.

   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, 1999, 1998 and 1997 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.

                         1999               1998                1997
                         ----               ----                ----
Series 2                   $  68,648          $  68,773           $  68,889
Series 3                      63,479             63,645              63,792
Series 4                      77,989             78,133              78,270
Series 5                      96,461             96,663              96,844
Series 6                     106,815            107,120             107,403
                        ------------       ------------          ----------
Total                      $ 413,392          $ 414,334           $ 415,198
                        ============       ============          ==========


 General and Administrative Expenses - The Managing General Partner is reim
bursed for general and administrative expenses of Gateway on an accountable
basis.  This expense is included in the Statements of Operations.
                         1999               1998                1997
                         ----               ----                ----
Series 2                    $  7,433           $  8,267            $  6,792
Series 3                       7,771              8,481               7,102
Series 4                       9,798             10,693               8,953
Series 5                      12,163             13,274              11,114
Series 6                      12,839             14,012              11,732
                           ---------          ---------           ---------
                            $ 50,004           $ 54,727            $ 45,693
Total                      =========          =========           =========

                            PART IV

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

a.(1) Financial Statements

 (2) Financial Statement Schedules -

  Schedule III - Real Estate and Accumulated Depreciation of Property Owned
by Project Partnerships

 All  other  schedules are omitted because they are not applicable  or  not
 required,  or  because the required information is  shown  either  in  the
 financial statements or in the notes thereto.

 (3)Exhibit Index -
 The  following are included with Form S-11, Registration No. 33-31821  and
 amendments  and  supplements thereto previously filed with the  Securities
 and Exchange Commission.


Table
Number
1.1      Form   of   Dealer   Manager  Agreement,   including
         Soliciting Dealer Agreement
1.2      Escrow  Agreement between Gateway Tax Credit Fund  II
         Ltd. and Southeast Bank, NA
3.1      The  form of Partnership Agreement of the Partnership
         is included as Exhibit "A" to the Prospectus
3.1.1    Certificate  of  Limited  Partnership  of  Gateway   Tax
         Credit Fund II Ltd.
3.1.2    Amendment  to  Certificate  of  Limited  Partnership  of
         Gateway Tax Credit Fund II Ltd.
3.2      Articles  of Incorporation of Raymond James Partners,
         Inc.
3.2.1    Bylaws of Raymond James Partners, Inc.
3.3      Articles of Incorporation of Raymond James Tax Credit
         Funds, Inc.
3.3.1    Bylaws of Raymond James Tax Credit Funds, Inc.
3.4      Amended and Restated Agreement of Limited Partnership
         of Nowata Properties, An Oklahoma Limited Partnership
3.5      Amended and Restated Agreement of Limited Partnership
         of   Poteau   Properties   II,   An   Oklahoma   Limited
         Partnership
3.6      Amended and Restated Agreement of Limited Partnership
         of Sallisaw Properties, An Oklahoma Limited Partnership
3.7      Amended and Restated Agreement of Limited Partnership
         of Waldron Properties, An Arkansas Limited Partnership
3.8      Amended and Restated Agreement of Limited Partnership
         of   Roland   Properties   II,   An   Oklahoma   Limited
         Partnership
3.9      Amended and Restated Agreement of Limited Partnership
         of Stilwell Properties, An Oklahoma Limited Partnership
3.10     Amended  and  Restated Agreement of Limited  Partnership
         of Birchwood Apartments Limited Partnership
3.11     Amended  and  Restated Agreement of Limited  Partnership
         of Sunchase II, Ltd.
3.12     Amended  and  Restated Agreement of Limited  Partnership
         of Hornellsville Apartments
3.13     Amended  and  Restated Agreement of Limited  Partnership
         of CE McKinley II Limited Partnership
3.14     Amended  and  Restated Agreement of Limited  Partnership
         of Hartwell Family, Ltd., L.P.
3.15     Amended  and  Restated Agreement of Limited  Partnership
         of Deerfield II Ltd., L.P.
3.16     Amended  and  Restated Agreement of Limited  Partnership
         of Claxton Elderly, Ltd., L.P.
3.17     Amended  and  Restated Agreement of Limited  Partnership
         of Inverness Club, Ltd., L.P.
3.18     Amended  and  Restated Agreement of Limited  Partnership
         of Lake Park Ltd., L.P.
3.19     Amended  and  Restated Agreement of Limited  Partnership
         of Lakeland Elderly Apartments, Ltd., L.P.
3.20     Amended  and  Restated Agreement of Limited  Partnership
         of Mt. Vernon Elderly Housing, Ltd., L.P.
3.21     Amended  and  Restated Agreement of Limited  Partnership
         of Pearson Elderly Housing, Ltd., L.P.
3.22     Amended  and  Restated Agreement of Limited  Partnership
         of Woodland Terrace Apartments, Ltd., L.P.
3.23     Amended  and  Restated Agreement of Limited  Partnership
         of Richland Elderly Housing, Ltd., L.P.
3.24     Amended  and  Restated Agreement of Limited  Partnership
         of Lakeshore Apartments Limited Partnership
3.25     Amended  and  Restated Agreement of Limited  Partnership
         of Lewiston Limited Partnership
3.26     Amended  and  Restated Agreement of Limited  Partnership
         of Springwood Apartments Limited Partnership
3.27     Amended  and  Restated Agreement of Limited  Partnership
         of Cherrytree Apartments Limited Partnership
3.28     Amended  and  Restated Agreement of Limited  Partnership
         of    Charleston   Properties,   An   Arkansas   Limited
         Partnership
3.29     Amended  and  Restated Agreement of Limited  Partnership
         of   Sallisaw   Properties  II,  An   Oklahoma   Limited
         Partnership
3.30     Amended  and  Restated Agreement of Limited  Partnership
         of Pocola Properties, An Oklahoma Limited Partnership
3.31     Amended  and  Restated Agreement of Limited  Partnership
         of Prairie Apartments Limited Partnership
3.32     Amended  and  Restated Agreement of Limited  Partnership
         of Manchester Housing, Ltd., L.P.
3.33     Amended  and  Restated Agreement of Limited  Partnership
         of Sylacauga Heritage Apartments, Ltd.
3.34     Amended  and  Restated Agreement of Limited  Partnership
         of Durango C.W.W. Limited Partnership
3.35     Amended  and  Restated Agreement of Limited  Partnership
         of Alsace Village Limited Partnership
3.36     Amended  and  Restated Agreement of Limited  Partnership
         of Seneca Apartments, L.P.
3.37     Amended  and  Restated Agreement of Limited  Partnership
         of Westville Properties, a Limited Partnership
3.38     Amended  and  Restated Agreement of Limited  Partnership
         of Stilwell Properties II, Limited Partnership
3.39     Amended  and  Restated Agreement of Limited  Partnership
         of  Wellsville Senior Housing, L.P.
3.40     Amended  and  Restated Agreement of Limited  Partnership
         of Spring Hill Senior Housing, L.P.
3.41     Amended  and  Restated Agreement of Limited  Partnership
         of Eudora Senior Housing, L.P.
3.42     Amended  and  Restated Agreement of Limited  Partnership
         of Smithfield Greenbriar Limited Partnership
3.43     Amended  and  Restated Agreement of Limited  Partnership
         of  Tarpon  Heights Apartments, A Louisiana  Partnership
         in Commendam
3.44     Amended  and  Restated Agreement of Limited  Partnership
         of   Oaks   Apartments,  A  Louisiana   Partnership   in
         Commendam
3.45     Amended  and  Restated Agreement of Limited  Partnership
         of Countrywood Apartments, Limited
3.46     Amended  and  Restated Agreement of Limited  Partnership
         of Weston Apartments
3.47     Amended  and  Restated Agreement of Limited  Partnership
         of Wildwood Apartments, Limited
3.48     Amended  and  Restated Agreement of Limited  Partnership
         of Hopkins Properties, Limited
3.49     Amended  and  Restated Agreement of Limited  Partnership
         of Hancock Properties, Limited
3.50     Amended  and  Restated Agreement of Limited  Partnership
         of Southwood, L.P.
3.51     Amended  and  Restated Agreement of Limited  Partnership
         of Belmont Senior Apts., Ltd.
3.52     Amended  and  Restated Agreement of Limited  Partnership
         of Elkhart Apts., Ltd.
3.53     Amended  and  Restated Agreement of Limited  Partnership
         of Bryan Senior Village Limited Partnership
3.54     Amended  and  Restated Agreement of Limited  Partnership
         of Brubaker Square Limited Partnership
3.55     Amended  and  Restated Agreement of Limited  Partnership
         of Villa Allegra Limited Partnership
3.56     Amended  and  Restated Agreement of Limited  Partnership
         of Heritage Villas, L.P.
3.57     Amended  and  Restated Agreement of Limited  Partnership
         of  Logansport  Seniors  Apts., a Louisiana  Partnership
         Commendam
3.58     Amended  and  Restated Agreement of Limited  Partnership
         of Wynnwood Common Associates
3.59     Amended  and  Restated Agreement of Limited  Partnership
         of  Piedmont Development Company of Lamar County,  Ltd.,
         (L.P.)
3.60     Amended  and  Restated Agreement of Limited  Partnership
         of Sonora Seniors Apts., Ltd.
3.61     Amended  and  Restated Agreement of Limited  Partnership
         of Fredericksburg Seniors, Ltd.
3.62     Amended  and  Restated Agreement of Limited  Partnership
         of Ozona Seniors, Ltd.
3.63     Amended  and  Restated Agreement of Limited  Partnership
         of Brackettville Seniors, Ltd.
3.64     Amended  and  Restated Agreement of Limited  Partnership
         of Timpson Seniors Apartments, Ltd.
3.65     Amended  and  Restated Agreement of Limited  Partnership
         of Chestnut Apartments Limited Partnership
3.66     Amended  and  Restated Agreement of Limited  Partnership
         of Jasper Villas Apartments Limited Partnership
3.67     Amended  and  Restated Agreement of Limited  Partnership
         of Norton Green Limited Partnership
3.68     Amended  and  Restated Agreement of Limited  Partnership
         of Jonesville Manor Limited Partnership
3.69     Amended  and  Restated Agreement of Limited  Partnership
         of Edmonton Senior, Ltd.
3.70     Amended  and  Restated Agreement of Limited  Partnership
         of Owingsville Senior, Ltd.
3.71     Amended  and  Restated Agreement of Limited  Partnership
         of Courtyard, Ltd.
3.72     Amended  and  Restated Agreement of Limited  Partnership
         of Rural Development Group
3.73     Amended  and  Restated Agreement of Limited  Partnership
         of Williston Properties, A Limited Partnership
3.74     Amended  and  Restated Agreement of Limited  Partnership
         of  St. George Properties, A Limited Partnership
3.75     Amended  and  Restated Agreement of Limited  Partnership
         of   Village   Apartments  of  St.  Joseph  II   Limited
         Partnership
3.76     Amended  and  Restated Agreement of Limited  Partnership
         of  Village Apartments of Effingham Limited Partnership
3.77     Amended  and  Restated Agreement of Limited  Partnership
         of Village Apartments of Seymour II, L.P.
3.78     Amended  and  Restated Agreement of Limited  Partnership
         of Country Place Apartments - Portland II, Ltd.
3.79     Amended  and  Restated Agreement of Limited  Partnership
         of   Country  Place  Apartments  -  Georgetown   Limited
         Partnership
3.80     Amended  and  Restated Agreement of Limited  Partnership
         of South Timber Ridge Apts., Ltd.
3.81     Amended  and  Restated Agreement of Limited  Partnership
         of Cloverdale RRH Assoc.
3.82     Amended  and  Restated Agreement of Limited  Partnership
         of Shannon Apartments Limited Partnership
3.83     Amended  and  Restated Agreement of Limited  Partnership
         of Spruce Apartments Limited Partnership
3.84     Amended  and  Restated Agreement of Limited  Partnership
         of Carthage Senior, L.P.
3.85     Amended  and  Restated Agreement of Limited  Partnership
         of Ehrhardt Place Limited Partnership
3.86     Amended  and  Restated Agreement of Limited  Partnership
         of   Country  Place  Apartments  -  Coal  City,  Limited
         Partnership
5.1O     Opinion  regarding legality of Honigman Miller  Schwartz
         and Cohn
5.1.1    Opinion  regarding legality of Riden, Earle  &  Kiefner,
         PA
8.1      Tax  opinion and consent of Honigman Miller  Schwartz
         and Cohn
8.1.1    Tax opinion and consent of Riden, Earle & Kiefner, PA
24.1     The consent of Spence, Marston & Bunch
24.2     The  consent  of  Spence,  Marston,  Bunch,  Morris  Co.
         appears on page II-7
24.3     The consent of Goddard, Henderson, Godbee & Nichols,  PC
         with  respect to the financial statements of  Lake  Park
         Apartments, Ltd.
24.4     The consent of Goddard, Henderson, Godbee & Nichols,  PC
         with  respect  to the financial statements  of  Richland
         Elderly Housing, Ltd.
24.5     The consent of Goddard, Henderson, Godbee & Nichols,  PC
         with  respect  to  the financial statements  of  Pearson
         Elderly Housing, Ltd.
24.6     The consent of Goddard, Henderson, Godbee & Nichols,  PC
         with respect to Mt. Vernon Elderly Housing, Ltd.
24.7     The consent of Goddard, Henderson, Godbee & Nichols,  PC
         with  respect  to the financial statements  of  Woodland
         Terrace Apartments, Ltd.
24.8     The consent of Goddard, Henderson, Godbee & Nichols,  PC
         with  respect  to the financial statements  of  Lakeland
         Elderly Housing, Ltd.
24.9     The  consent  of  Grana & Teibel,  PC  with  respect  to
         Lewiston LP
24.10    The  consent of Beall & Company with respect  to  Nowata
         Properties
24.11    The  consent of Beall & Company with respect to Sallisaw
         Properties
24.12    The  consent of Beall & Company with respect  to  Poteau
         Properties II
24.13    The   consent  of  Beall  &  Company  with  respect   to
         Charleston Properties
24.14    The  consent of Beall & Company with respect  to  Roland
         Properties II
24.15    The  consent of Beall & Company with respect to Stilwell
         Properties
24.16    The consent of Donald W. Causey, CPA, PC
24.17    The consent of Charles Bailly & Company, CPA
24.18    The  consent of Honigman Miller Schwartz and Cohn to all
         references made to them in the Prospectus included as  a
         part  of  the  Registration  Statement  of  Gateway  Tax
         Credit Fund II Ltd., and all amendments thereto
24.18.1  The  consent  of  Riden, Earle, &  Kiefner,  PA  to  all
         references made to them in the Prospectus included as  a
         part  of  the  Registration  Statement  of  Gateway  Tax
         Credit  Fund  II  Ltd.,  and all amendments  thereto  is
         included in Exhibit 8.1.1.
28.1     Table  VI  (Acquisition  of Properties  by  Program)  of
         Appendix   II  to  Industry  Guide  5,  Preparation   of
         Registration  Statements Relating to Interests  in  Real
         Estate Limited Partnerships

b. Reports filed on Form 8-K - NONE


GATEWAY TAX CREDIT FUND II LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1998

SERIES 2
Apartment Properties
                                                          Mortgage Loan
Partnership            Location             # of Units       Balance
-----------            --------             ----------    -------------

Claxton Elderly        Claxton, GA                  24           $  659,961
Deerfield II           Douglas, GA                  24              703,907
Hartwell Family        Hartwell, GA                 24              707,353
Cherrytree Apts.       Albion, PA                   33            1,202,929
Springwood Apts.       Westfield, NY                32            1,256,522
Lakeshore Apts.        Tuskegee, AL                 34            1,056,630
Lewiston               Lewiston, NY                 25            1,002,427
Charleston             Charleston, AR               32              845,720
Sallisaw II            Sallisaw, OK                 47            1,200,424
Pocola                 Pocola, OK                   36              990,042
Inverness Club         Inverness, FL                72            2,994,175
Pearson Elderly        Pearson, GA                  25              634,483
Richland Elderly       Richland, GA                 33              869,921
Lake Park              Lake Park, GA                48            1,489,474
Woodland Terrace       Waynesboro, GA               30              889,989
Mt. Vernon Elderly     Mt. Vernon, GA               21              575,735
Lakeland Elderly       Lakeland, GA                 29              783,774
Prairie Apartments     Eagle Butte, SD              21              978,420
Sylacauga Heritage     Sylacauga, AL                44            1,389,300
Manchester Housing     Manchester, GA               49            1,461,251
Durango C.W.W.         Durango, CO                  24            1,035,641
Columbus Sr.           Columbus, KS                 16              438,264
                                                               ------------
                                                               $ 23,166,342
                                                               ============


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, 1998

SERIES 2
Apartment Properties
                              Cost At Acquisition
                             --------------------
                                                          Net Improvements
                                         Buildings,         Capitalized
                                        Improvements       Subsequent to
Partnership                Land         and Equipment       Acquisition
-----------                ----         -------------     ----------------

Claxton Elderly           $   33,400         $   766,138           $      0
Deerfield II                  33,600             820,962                  0
Hartwell Family               22,700             836,998                  0
Cherrytree Apts.              62,000           1,376,297              1,339
Springwood Apts.              21,500           1,451,283             38,917
Lakeshore Apts.               28,600           1,238,749                194
Lewiston                      38,400           1,178,185             17,350
Charleston                    16,000           1,060,098                  0
Sallisaw II                   37,500           1,480,089                  0
Pocola                        22,500           1,223,370                  0
Inverness Club               205,500           3,111,565            179,759
Pearson Elderly               15,000             767,590            (1,130)
Richland Elderly              31,500           1,027,512            (1,141)
Lake Park                     88,000           1,710,725            (4,183)
Woodland Terrace              36,400           1,047,107            (3,892)
Mt. Vernon Elderly            21,750             680,437            (1,252)
Lakeland Elderly              28,000             930,574            (2,759)
Prairie Apartments            66,500           1,150,214             40,512
Sylacauga Heritage            66,080           1,648,081             45,453
Manchester Housing            36,000           1,746,076              (774)
Durango C.W.W.               140,250           1,123,454             28,886
Columbus Sr.                  64,373             444,257              5,496
                         -----------        ------------       ------------
                          $1,115,553         $26,819,761           $342,775
                         ===========        ============       ============


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, 1997


SERIES 2
Apartment Properties
                        Gross Amount At Which Carried At December 31, 1998
                                       --------------------
                                         Buildings,
                                        Improvements
Partnership                Land         and Equipment          Total
-----------                ----         -------------          -----

Claxton Elderly             $ 33,400           $ 766,138          $ 799,538
Deerfield II                  33,600             820,962            854,562
Hartwell Family               22,700             836,998            859,698
Cherrytree Apts.              62,000           1,377,636          1,439,636
Springwood Apts.              22,845           1,488,855          1,511,700
Lakeshore Apts.               28,600           1,238,943          1,267,543
Lewiston                      38,400           1,195,535          1,233,935
Charleston                    16,000           1,060,098          1,076,098
Sallisaw II                   37,500           1,480,089          1,517,589
Pocola                        22,500           1,223,370          1,245,870
Inverness Club               205,500           3,291,324          3,496,824
Pearson Elderly               15,000             766,460            781,460
Richland Elderly              31,500           1,026,371          1,057,871
Lake Park                     88,000           1,706,542          1,794,542
Woodland Terrace              36,400           1,043,215          1,079,615
Mt. Vernon Elderly            21,750             679,185            700,935
Lakeland Elderly              28,000             927,815            955,815
Prairie Apartments            81,240           1,175,986          1,257,226
Sylacauga Heritage            66,080           1,693,534          1,759,614
Manchester Housing            36,000           1,745,302          1,781,302
Durango C.W.W.               140,250           1,152,340          1,292,590
Columbus Sr.                  68,273             445,853            514,126
                         -----------        ------------       ------------
                          $1,135,538         $27,142,551        $28,278,089
                         ===========        ============       ============

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, 1998

SERIES 2
Apartment Properties

Partnership              Accumulated Depreciation      Depreciable Life
-----------              ------------------------      ----------------

Claxton Elderly                         $ 240,446           5-27.5
Deerfield II                              257,353           5-27.5
Hartwell Family                           264,783           5-27.5
Cherrytree Apts.                          299,154           5-27.5
Springwood Apts.                          345,458            5-40
Lakeshore Apts.                           293,054            5-40
Lewiston                                  247,481            5-40
Charleston                                380,605            5-25
Sallisaw II                               513,747            5-25
Pocola                                    389,842           5-27.5
Inverness Club                            956,073           5-27.5
Pearson Elderly                           217,299            5-30
Richland Elderly                          284,767            5-30
Lake Park                                 512,484            5-30
Woodland Terrace                          293,634            5-30
Mt. Vernon Elderly                        193,236            5-30
Lakeland Elderly                          258,615            5-30
Prairie Apartments                        293,490            5-40
Sylacauga Heritage                        379,539            5-40
Manchester Housing                        472,116            5-30
Durango C.W.W.                            246,654            5-40
Columbus Sr.                              157,375           5-27.5
                                      -----------
                                       $7,497,205
                                      ===========

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, 1998

SERIES 3
Apartment Properties
                                                          Mortgage Loan
Partnership            Location             # of Units       Balance
-----------            --------             ----------    -------------

Poteau II              Poteau, OK                   52          $ 1,308,808
Sallisaw               Sallisaw, OK                 52            1,315,971
Nowata Properties      Oolagah, OK                  32              859,513
Waldron Properties     Waldron, AR                  24              642,211
Roland II              Roland, OK                   52            1,315,116
Stilwell               Stilwell, OK                 48            1,197,343
Birchwood Apts.        Pierre, SD                   24              790,993
Hornellsville          Arkport, NY                  24              898,197
Sunchase II            Watertown, SD                41            1,198,051
CE McKinley II         Rising Sun, MD               16              628,869
Weston Apartments      Weston, AL                   10              275,769
Countrywood Apts.      Centreville, AL              40            1,204,860
Wildwood Apts.         Pineville, LA                28              852,081
Hancock                Hawesville, KY               12              370,066
Hopkins                Madisonville, KY             24              754,271
Elkhart Apts.          Elkhart, TX                  54            1,154,013
Bryan Senior           Bryan, OH                    40            1,087,665
Brubaker Square        New Carlisle, OH             38            1,120,905
Southwood              Savannah, TN                 44            1,491,288
Villa Allegra          Celina, OH                   32              904,491
Belmont Senior         Cynthiana, KY                24              768,826
Heritage Villas        Helena, GA                   25              680,257
Logansport Seniors     Logansport, LA               32              900,564
                                                               ------------
                                                               $ 21,720,128
                                                               ============


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, 1998

SERIES 3
Apartment Properties
                              Cost At Acquisition
                             --------------------
                                                          Net Improvements
                                         Buildings,         Capitalized
                                        Improvements       Subsequent to
Partnership                Land         and Equipment       Acquisition
-----------                ----         -------------     ----------------

Poteau II                 $   76,827         $ 1,712,321                $ 0
Sallisaw                      70,000           1,674,103                  0
Nowata Properties             45,500           1,102,984                  0
Waldron Properties            26,000             834,273                  0
Roland II                     70,000           1,734,010                  0
Stilwell                      37,500           1,560,201                  0
Birchwood Apts.              116,740             885,923             48,729
Hornellsville                 41,225           1,018,523             37,852
Sunchase II                  113,115           1,198,373             32,846
CE McKinley II                11,762             745,635             38,737
Weston Apartments                  0             339,144                805
Countrywood Apts.             55,750           1,447,439             16,575
Wildwood Apts.                48,000           1,018,897             17,428
Hancock                       20,700             419,725                  0
Hopkins                       43,581             885,087            (1,412)
Elkhart Apts.                 35,985           1,361,096            149,831
Bryan Senior                  74,000           1,102,728              9,540
Brubaker Square               75,000           1,376,075              1,449
Southwood                     15,000           1,769,334              7,959
Villa Allegra                 35,000           1,097,214              2,566
Belmont Senior                43,600             891,543                  0
Heritage Villas               21,840             801,128              1,006
Logansport Seniors            27,621           1,058,773                  0
                         -----------        ------------       ------------
                          $1,104,746         $26,034,529           $363,911
                         ===========        ============       ============


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, 1998


SERIES 3
Apartment Properties
                        Gross Amount At Which Carried At December 31, 1998
                                       --------------------
                                         Buildings,
                                        Improvements
Partnership                Land         and Equipment          Total
-----------                ----         -------------          -----

Poteau II                   $ 76,827         $ 1,712,321        $ 1,789,148
Sallisaw                      70,000           1,674,103          1,744,103
Nowata Properties             45,500           1,102,984          1,148,484
Waldron Properties            26,000             834,273            860,273
Roland II                     70,000           1,734,010          1,804,010
Stilwell                      37,500           1,560,201          1,597,701
Birchwood Apts.              124,505             926,887          1,051,392
Hornellsville                 41,225           1,056,375          1,097,600
Sunchase II                  113,115           1,231,219          1,344,334
CE McKinley II                11,749             784,385            796,134
Weston Apartments                  0             339,949            339,949
Countrywood Apts.             55,750           1,464,014          1,519,764
Wildwood Apts.                48,000           1,036,325          1,084,325
Hancock                       20,700             419,725            440,425
Hopkins                       43,581             883,675            927,256
Elkhart Apts.                151,976           1,394,936          1,546,912
Bryan Senior                  74,000           1,112,268          1,186,268
Brubaker Square               75,000           1,377,524          1,452,524
Southwood                     15,000           1,777,293          1,792,293
Villa Allegra                 35,000           1,099,780          1,134,780
Belmont Senior                43,600             891,543            935,143
Heritage Villas               21,840             802,134            823,974
Logansport Seniors            27,621           1,058,773          1,086,394
                         -----------        ------------       ------------
                          $1,228,489         $26,274,697        $27,503,186
                         ===========        ============       ============

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, 1998

SERIES 3

Partnership              Accumulated Depreciation      Depreciable Life
-----------              ------------------------      ----------------

Poteau II                               $ 748,800            5-25
Sallisaw                                  702,657            5-25
Nowata Properties                         454,189            5-25
Waldron Properties                        342,679            5-25
Roland II                                 753,219            5-25
Stilwell                                  668,775            5-25
Birchwood Apts.                           274,270            5-40
Hornellsville                             407,548           5-27.5
Sunchase II                               400,193            5-40
CE McKinley II                            301,783           5-27.5
Weston Apartments                         138,173           5-27.5
Countrywood Apts.                         575,660           5-27.5
Wildwood Apts.                            346,774            5-30
Hancock                                   130,528           5-27.5
Hopkins                                   274,811           5-27.5
Elkhart Apts.                             520,052            5-25
Bryan Senior                              481,444           5-27.5
Brubaker Square                           526,724           5-27.5
Southwood                                 307,890            5-50
Villa Allegra                             441,206           5-27.5
Belmont Senior                            202,084            5-40
Heritage Villas                           232,057            5-30
Logansport Seniors                        210,590            5-40
                                      -----------
                                       $9,442,106
                                      ===========

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, 1998

SERIES 4
Apartment Properties
                                                          Mortgage Loan
Partnership         Location               # of Units        Balance
-----------         --------               ----------     -------------
Alsace Village      Soda Springs, ID               24             $ 639,432
Seneca Apartments   Seneca, MO                     24               610,487
Eudora Senior       Eudora, KS                     36               961,866
Westville           Westville, OK                  36               862,244
Wellsville Senior   Wellsville, KS                 24               649,970
Stilwell II         Stilwell, OK                   52             1,293,364
Spring Hill Senior  Spring Hill, KS                24               699,646
Smithfield          Smithfield, UT                 40             1,544,268
Tarpon Heights      Galliano, LA                   48             1,248,002
Oaks Apartments     Oakdale, LA                    32               842,816
Wynnwood Common     Fairchance, PA                 34             1,375,576
Chestnut Apartments Howard, SD                     24               858,322
St. George          St. George, SC                 24               757,251
Williston           Williston, SC                  24               800,831
Brackettville Sr.   Brackettville, TX              32               824,480
Sonora Seniors      Sonora, TX                     32               846,173
Ozona Seniors       Ozona, TX                      24               633,565
Fredericksburg Sr.  Fredericksburg,TX              48             1,208,446
St. Joseph          St. Joseph, IL                 24               830,674
Courtyard           Huron, SD                      21               713,522
Rural Development   Ashland, ME                    25             1,209,938
Jasper Villas       Jasper, AR                     25               862,373
Edmonton Senior     Edmonton, KY                   24               758,838
Jonesville Manor    Jonesville, VA                 40             1,355,813
Norton Green        Norton, VA                     40             1,346,524
Owingsville Senior  Owingsville, KY                22               708,770
Timpson Seniors     Timpson, TX                    28               675,560
Piedmont            Barnesville, GA                36             1,048,215
S.F. Arkansas City   Arkansas City, KS             12               341,078
                                                               ------------
                                                               $ 26,508,044
                                                               ============


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, 1998

SERIES 4
Apartment Properties
                              Cost At Acquisition
                             --------------------
                                                          Net Improvements
                                         Buildings,         Capitalized
                                        Improvements       Subsequent to
Partnership                Land         and Equipment       Acquisition
-----------                ----         -------------     ----------------

Alsace Village             $  15,000         $   771,590           $ 14,337
Seneca Apartments             76,212             640,702              7,771
Eudora Senior                 50,000           1,207,482                  0
Westville                     27,560           1,074,126                  0
Wellsville Senior             38,000             772,971                (1)
Stilwell II                   30,000           1,627,974                  0
Spring Hill Senior            49,800             986,569                  0
Smithfield                    82,500           1,698,213             60,422
Tarpon Heights                85,000           1,408,434                  0
Oaks Apartments               42,000             989,522                987
Wynnwood Common               68,000           1,578,814             32,204
Chestnut Apartments           57,200             977,493             17,993
St. George                    22,600             915,400              2,861
Williston                     25,000             959,345             18,255
Brackettville Sr.             28,600             963,366                  0
Sonora Seniors                51,000             962,315                  0
Ozona Seniors                 40,000             719,843                  0
Fredericksburg Sr.            45,000           1,357,563                  0
St. Joseph                    28,000             940,580              7,873
Courtyard                     24,500             810,110             11,902
Rural Development             38,200           1,361,892             22,390
Jasper Villas                 27,000           1,067,890              6,627
Edmonton Senior               40,000             866,714                  0
Jonesville Manor             100,000           1,578,135             44,606
Norton Green                 120,000           1,535,373             40,616
Owingsville Senior            28,000             820,044                  0
Timpson Seniors               13,500             802,416                  0
Piedmont                      29,500           1,259,547                  0
S.F. Arkansas City            16,800             395,228                  3
                         -----------        ------------       ------------
                          $1,298,972         $31,049,651           $288,846
                         ===========        ============       ============


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, 1998


SERIES 4
Apartment Properties
                        Gross Amount At Which Carried At December 31, 1998
                                       --------------------
                                         Buildings,
                                        Improvements
Partnership                Land         and Equipment          Total
-----------                ----         -------------          -----

Alsace Village              $ 20,999           $ 779,928          $ 800,927
Seneca Apartments             76,212             648,473            724,685
Eudora Senior                 50,000           1,207,482          1,257,482
Westville                     27,560           1,074,126          1,101,686
Wellsville Senior             38,000             772,970            810,970
Stilwell II                   30,000           1,627,974          1,657,974
Spring Hill Senior            49,800             986,569          1,036,369
Smithfield                    86,862           1,754,273          1,841,135
Tarpon Heights                85,000           1,408,434          1,493,434
Oaks Apartments               42,000             990,509          1,032,509
Wynnwood Common               81,233           1,597,785          1,679,018
Chestnut Apartments           63,800             988,886          1,052,686
St. George                    22,600             918,261            940,861
Williston                     25,000             977,600          1,002,600
Brackettville Sr.             28,600             963,366            991,966
Sonora Seniors                51,000             962,315          1,013,315
Ozona Seniors                 40,000             719,843            759,843
Fredericksburg Sr.            45,000           1,357,563          1,402,563
St. Joseph                    28,000             948,453            976,453
Courtyard                     27,054             819,458            846,512
Rural Development             38,200           1,384,282          1,422,482
Jasper Villas                 27,000           1,074,517          1,101,517
Edmonton Senior               40,000             866,714            906,714
Jonesville Manor             100,000           1,622,741          1,722,741
Norton Green                 120,000           1,575,989          1,695,989
Owingsville Senior            28,000             820,044            848,044
Timpson Seniors               13,500             802,416            815,916
Piedmont                      29,500           1,259,547          1,289,047
S.F. Arkansas City            16,800             395,231            412,031
                         -----------        ------------       ------------
                          $1,331,720         $31,305,749        $32,637,469
                         ===========        ============       ============

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, 1998

SERIES 4
Apartment Properties

Partnership              Accumulated Depreciation      Depreciable Life
-----------              ------------------------      ----------------

Alsace Village                          $ 257,718           5-27.5
Seneca Apartments                         271,986           5-27.5
Eudora Senior                             374,688           5-27.5
Westville                                 340,636           5-27.5
Wellsville Senior                         251,227            5-25
Stilwell II                               517,206           5-27.5
Spring Hill Senior                        346,254            5-25
Smithfield                                345,600            5-40
Tarpon Heights                            282,184            5-40
Oaks Apartments                           200,459            5-40
Wynnwood Common                           351,865            5-40
Chestnut Apartments                       254,199            5-40
St. George                                316,310           5-27.5
Williston                                 319,510           5-27.5
Brackettville Sr.                         178,310            5-40
Sonora Seniors                            189,903            5-40
Ozona Seniors                             136,821            5-40
Fredericksburg Sr.                        262,865            5-40
St. Joseph                                291,486           5-27.5
Courtyard                                 228,826           5-27.5
Rural Development                         456,116           5-27.5
Jasper Villas                             233,403            5-40
Edmonton Senior                           192,099            5-40
Jonesville Manor                          499,481           5-27.5
Norton Green                              518,273           5-27.5
Owingsville Senior                        179,169            5-40
Timpson Seniors                           180,407            5-40
Piedmont                                  240,553           5-27.5
S.F. Arkansas City                        123,133           5-27.5
                                      -----------
                                       $8,340,687
                                      ===========

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, 1998

SERIES 5
Apartment Properties
                                                          Mortgage Loan
Partnership           Location             # of Units        Balance
-----------           --------             ----------     -------------

Seymour               Seymour, IN                  37           $ 1,245,474
Effingham             Effingham, IL                24               806,745
S.F. Winfield         Winfield, KS                 12               332,101
S.F.Medicine Lodge    Medicine Lodge,KS            16               454,111
S.F. Ottawa           Ottawa, KS                   24               571,963
S.F. Concordia        Concordia, KS                20               554,933
Highland View         Elgin, OR                    24               716,960
Carrollton Club       Carrollton, GA               78             2,695,251
Scarlett Oaks         Lexington, SC                40             1,394,948
Brooks Hill           Ellijay, GA                  44             1,467,368
Greensboro            Greensboro, GA               24               738,704
Greensboro II         Greensboro, GA               33               909,654
Pine Terrace          Wrightsville, GA             25               729,806
Shellman              Shellman, GA                 27               742,488
Blackshear            Cordele, GA                  46             1,325,176
Crisp Properties      Cordele, GA                  31               935,722
Crawford              Crawford, GA                 25               747,994
Yorkshire             Wagoner, OK                  60             2,093,560
Woodcrest             South Boston, VA             40             1,300,460
Fox Ridge             Russellville, AL             24               738,849
Redmont II            Red Bay, AL                  24               697,497
Clayton               Clayton, OK                  24               671,976
Alma                  Alma, AR                     24               736,070
Pemberton Village     Hiawatha, KS                 24               640,214
Magic Circle          Eureka, KS                   24               656,231
Spring Hill           Spring Hill, KS              36             1,132,450
Menard Retirement     Menard, TX                   24               630,513
Wallis Housing        Wallis, TX                   24               444,857
Zapata Housing        Zapata, TX                   40               983,899
Mill Creek            Grove, OK                    60             1,440,139
Portland II           Portland, IN                 20               585,691
Georgetown            Georgetown, OH               24               744,319
Cloverdale            Chandler, TX                 24               761,053
S. Timber Ridge       Cloverdale, IN               44             1,068,059
Pineville             Pineville, MO                12               321,356
Ravenwood             Americus, GA                 24               730,685
                                                               ------------
                                                               $ 32,747,276
                                                               ============


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, 1998

SERIES 5
Apartment Properties
                              Cost At Acquisition
                             --------------------
                                                          Net Improvements
                                         Buildings,         Capitalized
                                        Improvements       Subsequent to
Partnership                Land         and Equipment       Acquisition
-----------                ----         -------------     ----------------

Seymour                   $   59,500         $ 1,452,557          $ 6,384
Effingham                     38,500             940,327            1,790
S.F. Winfield                 18,000             382,920                0
S.F.Medicine Lodge            21,600             542,959                0
S.F. Ottawa                   25,200             687,929          (5,680)
S.F. Concordia                28,000             658,961                1
Highland View                 16,220             830,471           35,836
Carrollton Club              248,067             722,560        2,247,274
Scarlett Oaks                 44,475             992,158          639,341
Brooks Hill                        0             214,335        1,536,354
Greensboro                    15,930              61,495          788,834
Greensboro II                 21,330              92,063          975,271
Pine Terrace                  14,700             196,071          674,414
Shellman                      13,500             512,531          375,617
Blackshear                    60,000             413,143        1,120,519
Crisp Properties              48,000             578,709          501,285
Crawford                      16,600             187,812          703,300
Yorkshire                    100,000           2,212,045          231,831
Woodcrest                     70,000             842,335          662,441
Fox Ridge                     39,781             848,996            1,164
Redmont II                    25,000             814,432            1,164
Clayton                       35,600             835,930                0
Alma                          45,000             912,710                0
Pemberton Village             12,020             767,228         (12,269)
Magic Circle                  22,660             749,504           23,963
Spring Hill                   70,868           1,318,926           59,584
Menard Retirement             21,000             721,251           19,622
Wallis Housing                13,900             553,230           11,324
Zapata Housing                44,000           1,120,538           73,867
Mill Creek                    28,000             414,429        1,299,240
Portland II                   43,102             410,683          278,378
Georgetown                         0             149,483          772,502
Cloverdale                    40,000             583,115          320,794
S. Timber Ridge               43,705           1,233,570            5,953
Pineville                     59,661             328,468            3,760
Ravenwood                     14,300             873,596                0
                         -----------        ------------       ------------
                          $1,418,219         $25,157,470       $ 13,353,858
                         ===========        ============       ============


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, 1998


SERIES 5
Apartment Properties
                        Gross Amount At Which Carried At December 31, 1998
                                       --------------------
                                         Buildings,
                                        Improvements
Partnership                Land         and Equipment          Total
-----------                ----         -------------          -----

Seymour                      $59,500         $ 1,458,941        $ 1,518,441
Effingham                     38,500             942,117            980,617
S.F. Winfield                 18,000             382,920            400,920
S.F.Medicine Lodge            21,600             542,959            564,559
S.F. Ottawa                   25,200             682,249            707,449
S.F. Concordia                28,000             658,962            686,962
Highland View                 16,220             866,307            882,527
Carrollton Club              248,068           2,969,833          3,217,901
Scarlett Oaks                 44,475           1,631,499          1,675,974
Brooks Hill                   77,500           1,673,189          1,750,689
Greensboro                    15,930             850,329            866,259
Greensboro II                 16,845           1,071,819          1,088,664
Pine Terrace                  14,700             870,485            885,185
Shellman                      13,500             888,148            901,648
Blackshear                    60,000           1,533,662          1,593,662
Crisp Properties              48,000           1,079,994          1,127,994
Crawford                      16,600             891,112            907,712
Yorkshire                    100,788           2,443,088          2,543,876
Woodcrest                     70,000           1,504,776          1,574,776
Fox Ridge                     39,781             850,160            889,941
Redmont II                    25,000             815,596            840,596
Clayton                       35,600             835,930            871,530
Alma                          45,000             912,710            957,710
Pemberton Village             12,020             754,959            766,979
Magic Circle                  22,660             773,467            796,127
Spring Hill                   70,868           1,378,510          1,449,378
Menard Retirement             21,000             740,873            761,873
Wallis Housing                13,900             564,554            578,454
Zapata Housing                46,323           1,192,082          1,238,405
Mill Creek                    28,000           1,713,669          1,741,669
Portland II                   15,000             717,163            732,163
Georgetown                    50,393             871,592            921,985
Cloverdale                    40,000             903,909            943,909
S. Timber Ridge               43,705           1,239,523          1,283,228
Pineville                     59,661             332,228            391,889
Ravenwood                     14,300             873,596            887,896
                         -----------        ------------       ------------
                          $1,516,637         $38,412,910        $39,929,547
                         ===========        ============       ============

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, 1998

SERIES 5

Partnership              Accumulated Depreciation      Depreciable Life
-----------              ------------------------      ----------------

Seymour                                $  432,904           5-27.5
Effingham                                 275,262           5-27.5
S.F. Winfield                             120,540           5-27.5
S.F.Medicine Lodge                        155,949           5-27.5
S.F. Ottawa                               214,383           5-27.5
S.F. Concordia                            204,423           5-27.5
Highland View                             167,340            5-40
Carrollton Club                           724,831           5-27.5
Scarlett Oaks                             418,849           5-27.5
Brooks Hill                               380,782           5-27.5
Greensboro                                189,220            5-30
Greensboro II                             238,644            5-30
Pine Terrace                              202,724            5-30
Shellman                                  220,665            5-30
Blackshear                                356,117            5-30
Crisp Properties                          260,717            5-30
Crawford                                  211,452            5-30
Yorkshire                                 398,042            5-50
Woodcrest                                 300,877            5-40
Fox Ridge                                 166,388            5-50
Redmont II                                163,122            5-50
Clayton                                   244,048           5-27.5
Alma                                      291,897            5-25
Pemberton Village                         226,255           5-27.5
Magic Circle                              225,124           5-27.5
Spring Hill                               416,033            5-25
Menard Retirement                         116,865            5-30
Wallis Housing                            146,758            5-30
Zapata Housing                            248,574           5-27.5
Mill Creek                                525,068            5-25
Portland II                               173,045           5-27.5
Georgetown                                184,767            5-50
Cloverdale                                288,021           5-27.5
S. Timber Ridge                           375,087            5-25
Pineville                                 122,682           5-27.5
Ravenwood                                  93,729           5-27.5
                                      -----------
                                       $9,481,184
                                      ===========

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, 1998

SERIES 6
Apartment Properties
                                                           Mortgage Loan
Partnership           Location               # of Units       Balance
-----------           --------               ----------    -------------

Spruce                Pierre, SD                     24         $   918,137
Shannon Apartments    O'Neill, NE                    16             537,489
Carthage              Carthage, MO                   24             578,444
Mt. Crest             Enterprise, OR                 39           1,008,737
Coal City             Coal City, IL                  24             984,349
Blacksburg Terrace    Blacksburg, SC                 32           1,091,505
Frazier               Smyrna, DE                     30           1,480,546
Ehrhardt              Ehrhardt, SC                   16             565,661
Sinton                Sinton, TX                     32             856,040
Frankston             Frankston, TX                  24             562,739
Flagler Beach         Flagler Beach, FL              43           1,391,658
Oak Ridge             Williamsburg, KY               24             817,521
Monett                Monett, MO                     32             791,888
Arma                  Arma, KS                       28             721,366
Southwest City        Southwest City, MO             12             320,641
Meadowcrest           Luverne, AL                    32           1,012,190
Parsons               Parsons, KS                    48           1,269,085
Newport Village       Newport, TN                    40           1,311,580
Goodwater Falls       Jenkins, KY                    36           1,144,729
Northfield Station    Corbin, KY                     24             804,960
Pleasant Hill Square  Somerset, KY                   24             794,421
Winter Park           Mitchell, SD                   24           1,008,022
Cornell               Watertown, SD                  24             875,408
Heritage Drive S.     Jacksonville, TX               40             987,947
Brodhead              Brodhead, KY                   24             793,261
Mt. Vilage            Mt. Vernon, KY                 24             788,504
Hazelhurst            Hazlehurst, MS                 32             985,286
Sunrise               Yankton, SD                    33           1,166,298
Stony Creek           Hooversville, PA               32           1,353,017
Logan Place           Logan, OH                      40           1,260,361
Haines                Haines, AK                     32           2,398,312
Maple Wood            Barbourville, KY               24             800,734
Summerhill            Gassville, AR                  28             802,186
Dorchester            St. George, SC                 12             467,101
Lancaster             Mountain View, AR              33           1,129,936
Autumn Village        Harrison, AR                   16             255,998
Hardy                 Hardy, AR                      24             387,572
Dawson                Dawson, GA                     40           1,196,265
                                                               ------------
                                                               $ 35,619,894
                                                               ============


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, 1998

SERIES 6
Apartment Properties
                              Cost At Acquisition
                              --------------------
                                                          Net Improvements
                                          Buildings,         Capitalized
                                         Improvements       Subsequent to
Partnership                 Land        and Equipment        Acquisition
-----------                 ----        -------------     ----------------

Spruce                      $  60,040        $   108,772         $  953,349
Shannon Apartments              5,000             94,494            551,181
Carthage                      115,814            578,597              3,902
Mt. Crest                      64,914          1,143,675             30,285
Coal City                      60,055          1,121,477             34,840
Blacksburg Terrace             39,930          1,278,860              4,280
Frazier                        51,665          1,619,209              2,230
Ehrhardt                        9,020            671,750              5,006
Sinton                         42,103            985,010             12,193
Frankston                      30,000            639,068              5,913
Flagler Beach                 118,575          1,534,541                  0
Oak Ridge                      40,000            995,782              2,184
Monett                        170,229            782,795              5,764
Arma                           85,512            771,316             14,014
Southwest City                 67,303            319,272              1,590
Meadowcrest                    72,500          1,130,651                587
Parsons                        49,780          1,483,188                  0
Newport Village                61,350          1,470,505             81,869
Goodwater Falls                32,000          1,142,517            218,846
Northfield Station             44,250            977,220              1,091
Pleasant Hill Square           35,000            893,323             26,487
Winter Park                    95,000          1,121,119             36,640
Cornell                        32,000          1,017,572             31,442
Heritage Drive S.              44,247          1,151,157              4,186
Brodhead                       21,600            932,468              2,466
Mt. Vilage                     55,000            884,596              3,562
Hazelhurst                     60,000          1,118,734              2,670
Sunrise                        90,000          1,269,252              7,540
Stony Creek                         0          1,428,656            220,627
Logan Place                    39,300          1,477,527              5,823
Haines                        189,323          2,851,953           (10,933)
Maple Wood                     79,000            924,144              4,600
Summerhill                     23,000            788,157             30,084
Dorchester                     13,000            239,455            309,817
Lancaster                      37,500          1,361,272           (15,951)
Autumn Village                 20,000            595,604                  0
Hardy                               0            473,695            462,820
Dawson                         40,000            346,569          1,088,404
                          -----------       ------------       ------------
                           $2,094,010        $37,723,952        $ 4,139,408
                          ===========       ============       ============


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, 1998


SERIES 6
Apartment Properties
                        Gross Amount At Which Carried At December 31, 1998
                                       --------------------
                                         Buildings,
                                        Improvements
Partnership                Land         and Equipment          Total
-----------                ----         -------------          -----

Spruce                     $  84,155        $  1,038,006       $  1,122,161
Shannon Apartments             6,631             644,044            650,675
Carthage                     115,814             582,499            698,313
Mt. Crest                     64,914           1,173,960          1,238,874
Coal City                     60,055           1,156,317          1,216,372
Blacksburg Terrace            39,930           1,283,140          1,323,070
Frazier                       51,665           1,621,439          1,673,104
Ehrhardt                       9,020             676,756            685,776
Sinton                        42,103             997,203          1,039,306
Frankston                     30,000             644,981            674,981
Flagler Beach                118,575           1,534,541          1,653,116
Oak Ridge                     40,000             997,966          1,037,966
Monett                       170,229             788,559            958,788
Arma                          89,512             781,330            870,842
Southwest City                67,303             320,862            388,165
Meadowcrest                   72,500           1,131,238          1,203,738
Parsons                       49,780           1,483,188          1,532,968
Newport Village               61,350           1,552,374          1,613,724
Goodwater Falls               32,000           1,361,363          1,393,363
Northfield Station            44,250             978,311          1,022,561
Pleasant Hill Square          35,000             919,810            954,810
Winter Park                   95,000           1,157,759          1,252,759
Cornell                       35,592           1,045,422          1,081,014
Heritage Drive S.             44,248           1,155,342          1,199,590
Brodhead                      21,600             934,934            956,534
Mt. Vilage                    55,000             888,158            943,158
Hazelhurst                    60,000           1,121,404          1,181,404
Sunrise                       91,600           1,275,192          1,366,792
Stony Creek                  104,800           1,544,483          1,649,283
Logan Place                   39,300           1,483,350          1,522,650
Haines                       189,323           2,841,020          3,030,343
Maple Wood                    79,000             928,744          1,007,744
Summerhill                    23,000             818,241            841,241
Dorchester                    13,000             549,272            562,272
Lancaster                     37,500           1,345,321          1,382,821
Autumn Village                20,000             595,604            615,604
Hardy                         21,250             915,265            936,515
Dawson                        40,000           1,434,973          1,474,973
                         -----------        ------------       ------------
                          $2,254,999         $41,702,371        $43,957,370
                         ===========        ============       ============

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, 1998

SERIES 6

Partnership              Accumulated Depreciation      Depreciable Life
-----------              ------------------------      ----------------

Spruce                                 $  254,936            5-30
Shannon Apartments                        115,724            5-40
Carthage                                  255,100           5-27.5
Mt. Crest                                 346,223           5-27.5
Coal City                                 210,297           5-27.5
Blacksburg Terrace                        383,105           5-27.5
Frazier                                   463,686           5-27.5
Ehrhardt                                  170,608           5-27.5
Sinton                                    149,076            5-50
Frankston                                  96,119            5-30
Flagler Beach                             287,403            5-40
Oak Ridge                                 259,422           5-27.5
Monett                                    290,138           5-27.5
Arma                                      286,332           5-27.5
Southwest City                            126,732           5-27.5
Meadowcrest                               235,491            5-40
Parsons                                   418,047           5-27.5
Newport Village                           418,462           5-27.5
Goodwater Falls                           262,024           5-27.5
Northfield Station                        190,536           5-27.5
Pleasant Hill Square                      179,337           5-27.5
Winter Park                               261,121            5-40
Cornell                                   184,621            5-40
Heritage Drive S.                         323,127            5-25
Brodhead                                  166,104            5-40
Mt. Vilage                                161,071            5-50
Hazelhurst                                203,459            5-40
Sunrise                                   298,096           5-27.5
Stony Creek                               278,055           5-27.5
Logan Place                               312,076           5-27.5
Haines                                    710,611           5-27.5
Maple Wood                                236,042           5-27.5
Summerhill                                215,571           5-27.5
Dorchester                                129,983           5-27.5
Lancaster                                 244,244            5-40
Autumn Village                            104,698            5-40
Hardy                                     150,655            5-40
Dawson                                    172,605            5-40
                                      -----------
                                       $9,550,937
                                      ===========




SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1998
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, 1997                                               $28,253,379
 Additions during period:
  Acquisitions through foreclosure                   0
  Other acquisitions                                 0
  Improvements, etc.                            29,173
  Other                                              0
                                             ---------
                                                                     29,173
 Deductions during period:
  Cost of real estate sold                       4,463
  Other                                              0
                                             ---------              (4,463)
                                                               ------------

Balance at end of period -
December 31, 1998                                               $28,278,089
                                                               ============

Reconciliation of Accumulated Depreciation current year changes:

Balance at beginning of period -
December 31, 1997                                                $6,581,790
  Current year expense                         919,878
  Less Accumulated Depreciation of             (4,463)
real estate sold                                     0
  Other                                     ----------
                                                                    915,415
                                                                -----------

Balance at end of period -
December 31, 1998                                                $7,497,205
                                                                ===========

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1998
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, 1997                                               $27,434,846
 Additions during period:
  Acquisitions through foreclosure                   0
  Other acquisitions                                 0
  Improvements, etc.                            69,740
  Other                                              0
                                             ---------
                                                                     69,740
 Deductions during period:
  Cost of real estate sold                       1,400
  Other                                              0
                                             ---------              (1,400)
                                                               ------------

Balance at end of period -
December 31, 1998                                               $27,503,186
                                                               ============

Reconciliation of Accumulated Depreciation current year changes:

Balance at beginning of period -
December 31, 1997                                                $8,538,755
  Current year expense                         904,751
  Less Accumulated Depreciation of             (1,400)
real estate sold                            ----------
  Other

                                                                    903,351
                                                                -----------

Balance at end of period -
December 31, 1998                                                $9,442,106
                                                                ===========




SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1998
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, 1997                                               $32,609,749
 Additions during period:
  Acquisitions through foreclosure                   0
  Other acquisitions                                 0
  Improvements, etc.                            27,720
  Other                                              0
                                             ---------
                                                                     27,720
 Deductions during period:
  Cost of real estate sold                           0
  Other                                              0                    0
                                             ---------         ------------


Balance at end of period -
December 31, 1998                                               $32,637,469
                                                               ============

Reconciliation of Accumulated Depreciation current year changes:

Balance at beginning of period -
December 31, 1997                                                $7,324,765
  Current year expense                       1,015,919
  Less Accumulated Depreciation of                   0
real estate sold                                     3
  Other                                     ----------

                                                                  1,015,922
                                                                -----------

Balance at end of period -
December 31, 1998                                                $8,340,687
                                                                ===========




SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1998
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, 1997                                               $39,850,241
 Additions during period:
  Acquisitions through foreclosure                   0
  Other acquisitions                                 0
  Improvements, etc.                            79,306
  Other                                              0
                                             ---------
                                                                     79,306
 Deductions during period:
  Cost of real estate sold                           0
  Other                                              0
                                             ---------                    0
                                                               ------------

Balance at end of period -
December 31, 1998                                               $39,929,547
                                                               ============

Reconciliation of Accumulated Depreciation current year changes:

Balance at beginning of period -
December 31, 1997                                                $8,170,490
  Current year expense                       1,310,694
  Less Accumulated Depreciation of                   0
real estate sold                                     0
  Other                                     ----------

                                                                  1,310,694
                                                                -----------

Balance at end of period -
December 31, 1998                                                $9,481,184
                                                                ===========




SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1998
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, 1997                                               $43,865,869
 Additions during period:
  Acquisitions through foreclosure                   0
  Other acquisitions                                 0
  Improvements, etc.                            91,501
  Other                                              0
                                             ---------
                                                                     91,501
 Deductions during period:
  Cost of real estate sold                           0
  Other                                              0
                                             ---------                    0
                                                               ------------

Balance at end of period -
December 31, 1998                                               $43,957,370
                                                               ============

Reconciliation of Accumulated Depreciation current year changes:

Balance at beginning of period -
December 31, 1997                                                $8,136,483
  Current year expense                       1,414,454
  Less Accumulated Depreciation of                   0
real estate sold                                     0
  Other                                     ----------

                                                                  1,414,454
                                                                -----------

Balance at end of period -
December 31, 1998                                                $9,550,937
                                                                ===========




GATEWAY TAX CREDIT FUND II LTD.
SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE
AS OF DECEMBER 31, 1998

SERIES2

                                                         MONTHLY
                      # OF                   INTEREST       DEBT       TERM
PARTNERSHIP           UNITS         BALANCE      RATE    SERVICE    (YEARS)
-----------           ------       --------  --------   --------     ------
Claxton Elderly           24        659,961     8.75%      5,883         50
Deerfield II              24        703,907     8.75%      6,284         50
Hartwell Family           24        707,353     8.75%      5,307         50
Cherrytree Apts.          33      1,202,929     8.75%      9,011         50
Springwood Apts.          32      1,256,522     8.75%      9,218         50
Lakeshore Apts.           34      1,056,630     8.75%      7,905         50
Lewiston                  25      1,002,427     9.00%      7,720         50
Charleston                32        845,720     8.75%      6,333         50
Sallisaw II               47      1,200,424     8.75%      8,980         50
Pocola                    36        990,042     8.75%      7,407         50
Inverness Club            72      2,994,175     8.75%     27,905         50
Pearson Elderly           25        634,483     9.00%      4,926         50
Richland Elderly          33        869,921     8.75%      6,517         50
Lake Park                 48      1,489,474     9.00%     11,466         50
Woodland Terrace          30        889,989     8.75%      6,666         50
Mt. Vernon Elderly        21        575,735     8.75%      4,309         50
Lakeland Elderly          29        783,774     8.75%      5,882         50
Prairie Apartments        21        978,420     9.00%      7,515         50
Sylacauga Heritage        44      1,389,300     8.75%     10,536         50
Manchester Housing        49      1,461,251     8.75%     10,958         50
Durango C.W.W.            24      1,035,641     9.00%      7,739         50
Columbus Sr.              16        438,264     8.25%      3,102         50
                               ------------
                                $23,166,342
                                ===========





GATEWAY TAX CREDIT FUND II LTD.
SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE
AS OF DECEMBER 31, 1998

SERIES 3

                                                         MONTHLY
                      # OF                   INTEREST       DEBT       TERM
PARTNERSHIP           UNITS         BALANCE      RATE    SERVICE    (YEARS)
-----------           ------       --------  --------   --------     ------
Poteau II                 52      1,308,808     9.50%     10,682         50
Sallisaw                  52      1,315,971     9.50%     10,654         50
Nowata Properties         32        859,513     9.50%      6,905         50
Waldron Properties        24        642,211     9.00%      4,950         50
Roland II                 52      1,315,116     9.50%     10,657         50
Stilwell                  48      1,197,343     9.50%      9,727         50
Birchwood Apts.           24        790,993     9.50%      6,410         50
Hornellsville             24        898,197     9.00%      6,927         50
Sunchase II               41      1,198,051     9.00%      9,279         50
CE McKinley II            16        628,869     8.75%      5,146         50
Weston Apartments         10        275,769     9.00%      2,131         50
Countrywood Apts.         40      1,204,860     9.00%      9,310         50
Wildwood Apts.            28        852,081     9.50%      6,906         50
Hancock                   12        370,066     9.50%      3,119         50
Hopkins                   24        754,271     8.75%      5,815         50
Elkhart Apts.             54      1,154,013     9.00%      9,198         40
Bryan Senior              40      1,087,665    10.00%      9,455         50
Brubaker Square           38      1,120,905     9.00%      8,646         50
Southwood                 44      1,491,288     9.25%     11,752         50
Villa Allegra             32        904,491     9.00%      7,053         50
Belmont Senior            24        768,826     9.00%      6,001         50
Heritage Villas           25        680,257     8.75%      5,110         50
Logansport Seniors        32        900,564     8.75%      6,745         50
                               ------------
                                $21,720,128
                                ===========








GATEWAY TAX CREDIT FUND II LTD.
SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE
AS OF DECEMBER 31, 1998

SERIES 4

                                                         MONTHLY
                      # OF                   INTEREST       DEBT       TERM
PARTNERSHIP           UNITS         BALANCE      RATE    SERVICE    (YEARS)
-----------           ------       --------  --------   --------     ------
Alsace Village            24        639,432     9.00%      4,915         50
Seneca Apartments         24        610,487     9.00%      4,692         50
Eudora Senior             36        961,866     8.75%      7,269         50
Westville                 36        862,244     8.75%      6,448         50
Wellsville Senior         24        649,970     8.75%      4,859         50
Stilwell II               52      1,293,364     8.75%      9,672         50
Spring Hill Senior        24        699,646     8.75%      5,236         50
Smithfield                40      1,544,268     8.75%     11,746         50
Tarpon Heights            48      1,248,002     8.75%      9,347         50
Oaks Apartments           32        842,816     9.00%      6,663         50
Wynnwood Common           34      1,375,576     8.75%     10,300         50
Chestnut Apartments       24        858,322     8.75%      6,419         50
St. George                24        757,251     8.75%      5,677         50
Williston                 24        800,831     9.00%      6,147         50
Brackettville Sr.         32        824,480     8.75%      6,172         50
Sonora Seniors            32        846,173     8.75%      6,337         50
Ozona Seniors             24        633,565     8.75%      4,744         50
Fredericksburg Sr.        48      1,208,446     8.75%      9,050         50
St. Joseph                24        830,674     9.00%      6,379         50
Courtyard                 21        713,522     9.25%      5,622         50
Rural Development         25      1,209,938     9.25%      9,539         50
Jasper Villas             25        862,373     8.75%      6,450         50
Edmonton Senior           24        758,838     9.00%      5,688         50
Jonesville Manor          40      1,355,813     8.75%     10,159         50
Norton Green              40      1,346,524     8.75%     10,085         50
Owingsville Senior        22        708,770     9.00%      5,297         50
Timpson Seniors           28        675,560     8.75%      5,058         50
Piedmont                  36      1,048,215     8.75%      7,856         50
S.F. Arkansas City        12        341,078    10.62%      3,056         50
                               ------------
                                $26,508,044
                                ===========



GATEWAY TAX CREDIT FUND II LTD.
SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE
AS OF DECEMBER 31, 1998

SERIES 5

                                                         MONTHLY
                      # OF                   INTEREST       DEBT       TERM
PARTNERSHIP           UNITS         BALANCE      RATE    SERVICE    (YEARS)
-----------           ------       --------  --------   --------     ------
Seymour                   37      1,245,474     8.75%      9,346         50
Effingham                 24        806,745     8.75%      6,032         50
S.F. Winfield             12        332,101    11.37%      3,016         50
S.F.Medicine Lodge        16        454,111    10.62%      4,049         50
S.F. Ottawa               24        571,963    10.62%      5,126         50
S.F. Concordia            20        554,933    11.87%      5,498         50
Highland View             24        716,960     8.75%      5,473         40
Carrollton Club           78      2,695,251     7.75%     18,064         50
Scarlett Oaks             40      1,394,948     8.25%      9,870         50
Brooks Hill               44      1,467,368     8.25%     10,398         50
Greensboro                24        738,704     7.75%      4,937         50
Greensboro II             33        909,654     7.75%      6,129         50
Pine Terrace              25        729,806     8.25%      5,172         50
Shellman                  27        742,488     8.25%      5,264         50
Blackshear                46      1,325,176     8.25%      9,389         50
Crisp Properties          31        935,722     8.25%      6,632         50
Crawford                  25        747,994     8.25%      5,302         50
Yorkshire                 60      2,093,560     8.25%     14,842         50
Woodcrest                 40      1,300,460     8.25%      9,402         50
Fox Ridge                 24        738,849     9.00%      5,673         50
Redmont II                24        697,497     8.75%      5,355         50
Clayton                   24        671,976     8.25%      4,760         50
Alma                      24        736,070     8.75%      8,018         50
Pemberton Village         24        640,214     8.75%      4,782         50
Magic Circle              24        656,231     8.75%      4,913         50
Spring Hill               36      1,132,450     8.25%      8,018         50
Menard Retirement         24        630,513     8.75%      4,715         50
Wallis Housing            24        444,857     8.75%      3,688         50
Zapata Housing            40        983,899     8.75%      7,377         50
Mill Creek                60      1,440,139     8.25%     10,192         50
Portland II               20        585,691     8.75%      4,388         50
Georgetown                24        744,319     8.25%      5,265         50
Cloverdale                24        761,053     8.75%      5,693         50
S. Timber Ridge           44      1,068,059     8.75%      7,986         50
Pineville                 12        321,356     8.25%      2,318         50
Ravenwood                 24        730,685     7.25%      4,595         50
                               ------------
                                $32,747,276
                                ===========


GATEWAY TAX CREDIT FUND II LTD.
SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE
AS OF DECEMBER 31, 1998

SERIES 6

                                                         MONTHLY
                      # OF                   INTEREST       DEBT       TERM
PARTNERSHIP           UNITS         BALANCE      RATE    SERVICE    (YEARS)
-----------           ------       --------  --------   --------     ------
Spruce                    24        918,137     8.75%      6,857         50
Shannon Apartments        16        537,489     8.75%      4,014         50
Carthage                  24        578,444     8.75%      4,371         50
Mt. Crest                 39      1,008,737     8.25%      7,150         50
Coal City                 24        984,349     7.75%      6,578         50
Blacksburg Terrace        32      1,091,505     8.25%      7,738         50
Frazier                   30      1,480,546     8.25%     10,470         50
Ehrhardt                  16        565,661     7.75%      3,791         50
Sinton                    32        856,040     8.25%      6,063         50
Frankston                 24        562,739     8.75%      4,207         50
Flagler Beach             43      1,391,658     8.25%      9,864         50
Oak Ridge                 24        817,521     8.25%      5,800         50
Monett                    32        791,888     8.25%      5,598         50
Arma                      28        721,366     8.75%      5,388         50
Southwest City            12        320,641     8.25%      2,271         50
Meadowcrest               32      1,012,190     8.25%      7,160         50
Parsons                   48      1,269,085     7.75%      8,485         50
Newport Village           40      1,311,580     7.75%      8,798         50
Goodwater Falls           36      1,144,729     7.75%      7,980         50
Northfield Station        24        804,960     7.75%      5,379         50
Pleasant Hill Square      24        794,421     7.75%      5,315         50
Winter Park               24      1,008,022     8.25%      7,131         50
Cornell                   24        875,408     8.25%      6,193         50
Heritage Drive S.         40        987,947     8.25%      6,990         50
Brodhead                  24        793,261     7.75%      5,303         50
Mt. Vilage                24        788,504     8.25%      5,574         50
Hazelhurst                32        985,286     8.25%      7,105         50
Sunrise                   33      1,166,298     8.75%      8,711         50
Stony Creek               32      1,353,017     8.75%      9,065         50
Logan Place               40      1,260,361     8.25%      8,909         50
Haines                    32      2,398,312     8.25%     16,950         50
Maple Wood                24        800,734     7.75%      5,381         50
Summerhill                28        802,186     8.25%      5,911         50
Dorchester                12        467,101     7.75%      3,118         50
Lancaster                 33      1,129,936     7.75%      7,775         50
Autumn Village            16        255,998     7.00%      2,608         50
Hardy                     24        387,572     6.00%      3,639         18
Dawson                    40      1,196,265     7.25%      7,524         50
                               ------------
                                $35,619,894
                                ===========


                           SIGNATURES


      Pursuant to the requirements of the Securities Exchange Act of  1934,
this  report  has  been signed by the following persons on  behalf  of  the
Registrant and in the capacities and on the dates indicated.


                           GATEWAY TAX CREDIT FUND II LTD.
                           (A Florida Limited Partnership)
                           By:  Raymond James Tax Credit Funds,Inc.
                           Raymond James Tax Credit Funds, Inc.





Date: July 13, 1999        By:/s/ Ronald M. Diner
                           Ronald M. Diner
                           President



Date: July 13, 1999        By:/s/ Sandra L. Furey
                           Sandra L. Furey
                           Secretary and Treasurer

                           SIGNATURES


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


                                GATEWAY TAX CREDIT FUND II LTD.
                                (A Florida Limited Partnership)
                                By:  Raymond James Tax Credit Funds,Inc.
                                Managing General Partner




Date:  July 13, 1999            By:/s/ Ronald M. Diner
                                Ronald M. Diner
                                President



Date:  July 13, 1999            By:/s/ Sandra L. Furey
                                Sandra L. Furey
                                Secretary and Treasurer


Date:  July 13, 1999            By:/s/ J. Davenport Mosby
                                J. Davenport Mosby
                                Vice President