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, 1997    

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: (813)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 Park III
of this Form 10-K or any amendment to this Form 10-K.   X  

                                                            Number of Units
  Title of Each Class                                      March 31, 1997 
Beneficial Assignee Certificates                                  2,254
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<PAGE>
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, 1997,
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, 1997.  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, 1997, 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, 1997 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 Rural Economic and Community
Development) ("RECD") 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 RECD 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,
1997  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 11.0% of the Series' total assets, Series 3 is 12.1%,
Series 4 is 6.8%, Series 5 is 9.3% and Series 6 is 9.8%.  The
following table provides certain summary information regarding
the Project Partnerships in which Gateway had an interest as
of December 31, 1996:<PAGE>
Item 2 - Properties (continued):

SERIES 2
                              Location               # of          Date  
Partnership                   of Property            Units       Acquired
-----------                   -----------            -----      ---------
                      
Claxton Elderly               Claxton, GA              24            9/90
Deerfield II                  Douglas, GA              24            9/90
Hartwell Family               Hartwell, GA             24            9/90
Cherrytree Apts.              Albion, PA               33            9/90
Springwood Apts.              Westfield, NY            32            9/90
Lakeshore Apts.               Tuskegee, AL             34            9/90
Lewiston                      Lewiston, NY             25           10/90
Charleston                    Charleston, AR           32            9/90
Sallisaw II                   Sallisaw, OK             47            9/90
Pocola                        Pocola, OK               36           10/90
Inverness Club                Inverness, FL            72            9/90
Pearson Elderly               Pearson, GA              25            9/90
Richland Elderly              Richland, GA             33            9/90
Lake Park                     Lake Park, GA            48            9/90
Woodland Terrace              Waynesboro, GA           30            9/90
Mt. Vernon Elderly            Mt. Vernon, GA           21            9/90
Lakeland Elderly              Lakeland, GA             29            9/90
Prairie Apartments            Eagle Butte, SD          21           10/90
Sylacauga Heritage            Sylacauga, AL            44           12/90
Manchester Housing            Manchester, GA           49            1/91
Durango C.W.W.                Durango, CO              24            1/91
Columbus Seniors              Columbus, KS             16            5/92
                                                   -------
Total Series 2                                        723 

The aggregate average effective rental per unit is $3,214 per
year ($267 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 90% and its average
effective annual rental per unit was $4,584 ($382 per month)
on December 31, 1996.  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, 1996 the real estate taxes were
$58,296 with a rate of 26.5554 mills.

<PAGE>
Item 2 - Properties (continued):

SERIES 3
                              Location               # of          Date  
Partnership                   of Property            Units       Acquired
-----------                   -----------            -----      ---------

Poteau II                     Poteau, OK               52            8/90
Sallisaw                      Sallisaw, OK             52            8/90
Nowata Properties             Oolagah, OK              32            8/90
Waldron Properties            Waldron, AR              24            9/90
Roland II                     Roland, OK               52           10/90
Stilwell                      Stilwell, OK             48           10/90
Birchwood Apts.               Pierre, SD               24            9/90
Hornellsville                 Arkport, NY              24            9/90
Sunchase II                   Watertown, SD            41            9/90
CE McKinley II                Rising Sun, MD           16            9/90
Weston Apartments             Weston, AL               10           11/90
Countrywood Apts.             Centreville, AL          40           11/90
Wildwood Apts.                Pineville, LA            28           11/90
Hancock                       Hawesville, KY           12           12/90
Hopkins                       Madisonville, KY         24           12/90
Elkhart Apts.                 Elkhart, TX              54            1/91
Bryan Senior                  Bryan, OH                40            1/91
Brubaker Square               New Carlisle, OH         38            1/91
Southwood                     Savannah, TN             44            1/91
Villa Allegra                 Celina, OH               32            1/91
Belmont Senior                Cynthiana, KY            24            1/91
Heritage Villas               Helena, GA               25            3/91
Logansport Seniors            Logansport, LA           32            3/91
                                                   -------
Total Series 3                                        768 


The average effective rental per unit is $2,953 per year ($246
per month).


<PAGE>
Item 2 - Properties (continued):

SERIES 4
                              Location               # of          Date  
Partnership                   of Property            Units       Acquired
-----------                   -----------            -----      ---------

Alsace                        Soda Springs, ID         24           12/90
Seneca Apartments             Seneca, MO               24            2/91
Eudora Senior                 Eudora, KS               36            3/91
Westville                     Westville, OK            36            3/91
Wellsville Senior             Wellsville, KS           24            3/91
Stilwell II                   Stilwell, OK             52            3/91
Spring Hill Senior            Spring Hill, KS          24            3/91
Smithfield                    Smithfield, UT           40            4/91
Tarpon Heights                Galliano, LA             48            4/91
Oaks Apartments               Oakdale, LA              32            4/91
Wynnwood Common               Fairchance, PA           34            4/91
Chestnut Apartments           Howard, SD               24            5/91
St. George                    St. George, SC           24            6/91
Williston                     Williston, SC            24            6/91
Brackettville Sr.             Brackettville, TX        32            6/91
Sonora Seniors                Sonora, TX               32            6/91
Ozona Seniors                 Ozona, TX                24            6/91
Fredericksburg Sr.            Fredericksburg,TX        48            6/91
St. Joseph                    St. Joseph, IL           24            6/91
Courtyard                     Huron, SD                21            6/91
Rural Development             Ashland, ME              25            6/91
Jasper Villas                 Jasper, AR               25            6/91
Edmonton Senior               Edmonton, KY             24            6/91
Jonesville Manor              Jonesville, VA           40            6/91
Norton Green                  Norton, VA               40            6/91
Owingsville Senior            Owingsville, KY          22            8/91
Timpson Seniors               Timpson, TX              28            8/91
Piedmont                      Barnesville, GA          36            8/91
S.F. Arkansas City            Arkansas City, KS        12            8/91
                                                   -------
Total Series 4                                        879 


The average effective rental per unit is $3,122 per year ($260
per month).


<PAGE>
Item 2 - Properties (continued):

SERIES 5
                              Location               # of          Date  
Partnership                   of Property            Units       Acquired
-----------                   -----------            -----      ---------

Seymour                       Seymour, IN              37            8/91
Effingham                     Effingham, IL            24            8/91
S.F. Winfield                 Winfield, KS             12            8/91
S.F.Medicine Lodge            Medicine Lodge,KS        16            8/91
S.F. Ottawa                   Ottawa, KS               24            8/91
S.F. Concordia                Concordia, KS            20            8/91
Highland View                 Elgin, OR                24            9/91
Carrollton Club               Carrollton, GA           78            9/91
Scarlett Oaks                 Lexington, SC            40            9/91
Brooks Hill                   Ellijay, GA              44            9/91
Greensboro                    Greensboro, GA           24            9/91
Greensboro II                 Greensboro, GA           33            9/91
Pine Terrace                  Wrightsville, GA         25            9/91
Shellman                      Shellman, GA             27            9/91
Blackshear                    Cordele, GA              46            9/91
Crisp Properties              Cordele, GA              31            9/91
Crawford                      Crawford, GA             25            9/91
Yorkshire                     Wagoner, OK              60            9/91
Woodcrest                     South Boston, VA         40            9/91
Fox Ridge                     Russellville, AL         24            9/91
Redmont II                    Red Bay, AL              24            9/91
Clayton                       Clayton, OK              24            9/91
Alma                          Alma, AR                 24            9/91
Pemberton Village             Hiawatha, KS             24            9/91   
Magic Circle                  Eureka, KS               24            9/91
Spring Hill                   Spring Hill, KS          36            9/91
Menard Retirement             Menard, TX               24            9/91
Wallis Housing                Wallis, TX               24            9/91
Zapata Housing                Zapata, TX               40            9/91
Mill Creek                    Grove, OK                60           11/91
Portland II                   Portland, IN             20           11/91
Georgetown                    Georgetown, OH           24           11/91
Cloverdale                    Cloverdale, IN           24            1/92
So. Timber Ridge              Chandler, TX             44            1/92
Pineville                     Pineville, MO            12            5/92
Ravenwood                     Americus, GA             24            1/94
                                                   -------
Total Series 5                                      1,106 


The average effective rental per unit is $3,055 per year ($255
per month).


<PAGE>
Item 2 - Properties (continued):

SERIES 6
                              Location               # of          Date  
Partnership                   of Property            Units       Acquired
-----------                   -----------            -----      ---------

Spruce                        Pierre, SD               24           11/91
Shannon                       O'Neill, NE              16           11/91
Carthage                      Carthage, MO             24            1/92
Mountain Crest                Enterprise, OR           39            3/92
Coal City                     Coal City, IL            24            3/92
Blacksburg Terrace            Blacksburg, SC           32            4/92
Frazer Place                  Smyrna, DE               30            4/92
Ehrhardt                      Ehrhardt, SC             16            4/92
Sinton                        Sinton, TX               32            4/92
Frankston                     Frankston, TX            24            4/92
Flagler Beach                 Flagler Beach, FL        43            5/92
Oak Ridge                     Williamsburg, KY         24            5/92
Monett                        Monett, MO               32            5/92
Arma                          Arma, KS                 28            5/92
Southwest City                So.West City, MO         12            5/92
Meadowcrest                   Luverne, AL              32            6/92
Parsons                       Parsons, KS              48            7/92
Newport Village               Newport, TN              40            7/92
Goodwater Falls               Jenkins, KY              36            7/92
Northfield Station            Corbin, KY               24            7/92
Pleasant Hill                 Somerset, KY             24            7/92
Winter Park                   Mitchell, SD             24            7/92
Cornell                       Watertown, SD            24            7/92
Heritage Drive So.            Jacksonville, TX         40            1/92
Brodhead                      Brodhead, KY             24            7/92
Mt. Village                   Mt. Vernon, KY           24            7/92
Hazlehurst                    Hazlehurst, MS           32            8/92
Sunrise                       Yankton, SD              33            8/92
Stony Creek                   Hooversville, PA         32            8/92
Logan Place                   Logan, OH                40            9/92
Haines                        Haines, AK               32            8/92
Maple Wood                    Barbourville, KY         24            8/92
Summerhill                    Gassville, AR            28            9/92
Dorchester                    St. George, SC           12            9/92
Lancaster                     Mountain View, AR        33            9/92
Autumn Village                Harrison, AR             16            7/92
Hardy                         Hardy, AR                24            7/92
Dawson                        Dawson, GA               40           11/93
                                                   -------
Total Series 6                                      1,086 


The average effective rental per unit is $3,288 per year ($274
per month).
<PAGE>
Item 2 - Properties (continued):

SERIES 2
                                   12/31/96                         12/31/96
                                   Property                        Occupancy
Partnership                            Cost                             Rate
-----------                        --------                        ---------

Claxton Elderly               $    799,538                              100%
Deerfield II                       854,562                               83%
Hartwell Family                    859,698                               96%
Cherrytree Apts.                 1,439,636                               94%
Springwood Apts.                 1,501,083                              100%
Lakeshore Apts.                  1,267,543                               94%
Lewiston                         1,233,935                              100%
Charleston                       1,076,098                               97%
Sallisaw II                      1,517,589                               96%
Pocola                           1,245,870                               89%
Inverness Club                   3,496,824                               90%
Pearson Elderly                    781,460                               92%
Richland Elderly                 1,057,871                               91%
Lake Park                        1,798,725                               96%
Woodland Terrace                 1,080,083                               93%
Mt. Vernon Elderly                 700,935                               95%
Lakeland Elderly                   955,815                              100%
Prairie Apartments               1,239,141                              100%
Sylacauga Heritage               1,733,310                               98%
Manchester Housing               1,779,793                               90%
Durango C.W.W.                   1,271,996                              100%
Columbus Seniors                   507,627                               94%
                                ---------- 
Total Series 2                $ 28,199,132 

<PAGE>
Item 2 - Properties (continued):

SERIES 3
                                   12/31/96                         12/31/96
                                   Property                        Occupancy
Partnership                           Cost                              Rate
-----------                        --------                        ---------

Poteau II                     $  1,789,148                               90%
Sallisaw                         1,744,103                              100%
Nowata Properties                1,148,484                               80%
Waldron Properties                 860,273                               88%
Roland II                        1,804,010                               96%
Stilwell                         1,597,701                               88%
Birchwood Apts.                  1,018,169                              100%
Hornellsville                    1,095,517                              100%
Sunchase II                      1,320,074                              100%
CE McKinley II                     792,528                               94%
Weston Apartments                  339,338                              100%
Countrywood Apts.                1,519,764                               98%
Wildwood Apts.                   1,084,325                               93%
Hancock                            440,425                              100%
Hopkins                            927,256                              100%
Elkhart Apts.                    1,526,724                               87%
Bryan Senior                     1,184,257                               93%
Brubaker Square                  1,452,506                              100%
Southwood                        1,792,293                              100%
Villa Allegra                    1,133,557                               97%
Belmont Senior                     935,143                               96%
Heritage Villas                    823,974                               92%
Logansport Seniors               1,086,394                               91%
                                ---------- 
Total Series 3                $ 27,415,963 
<PAGE>
Item 2 - Properties (continued):


SERIES 4
                                   12/31/96                         12/31/96
                                   Property                        Occupancy
Partnership                            Cost                             Rate
-----------                        --------                        ---------

Alsace                        $    799,478                              100%
Seneca Apartments                  718,675                               96%
Eudora Senior                    1,257,482                              100%
Westville                        1,101,686                               92%
Wellsville Senior                  810,970                               96%
Stilwell II                      1,657,974                               87%
Spring Hill Senior               1,036,369                               96%
Smithfield                       1,837,620                               95%
Tarpon Heights                   1,493,434                               98%
Oaks Apartments                  1,032,509                               91%
Wynnwood Common                  1,665,785                               97%
Chestnut Apartments              1,050,564                               54%
St. George                         940,861                               88%
Williston                        1,002,600                              100%
Brackettville Sr.                  991,966                               97%
Sonora Seniors                   1,013,315                               97%
Ozona Seniors                      759,843                               92%
Fredericksburg Sr.               1,402,563                               96%
St. Joseph                         976,046                               96%
Courtyard                          841,808                              100%
Rural Development                1,422,482                              100%
Jasper Villas                    1,099,717                              100%
Edmonton Senior                    906,714                              100%
Jonesville Manor                 1,686,195                              100%
Norton Green                     1,693,066                              100%
Owingsville Senior                 848,044                              100%
Timpson Seniors                    815,916                               96%
Piedmont                         1,289,047                               96%
S.F. Arkansas City                 412,028                              100%
                                ---------- 
Total Series 4                $ 32,564,757 
<PAGE>
Item 2 - Properties (continued):

SERIES 5
                                   12/31/96                         12/31/96
                                   Property                        Occupancy
Partnership                            Cost                             Rate
-----------                        --------                        ---------

Seymour                       $  1,517,995                               97%
Effingham                          980,060                              100%
S.F. Winfield                      400,920                               92%
S.F.Medicine Lodge                 564,559                               94%
S.F. Ottawa                        707,449                              100%
S.F. Concordia                     686,962                              100%
Highland View                      872,267                               88%
Carrollton Club                  3,217,901                               94%
Scarlett Oaks                    1,672,737                              100%
Brooks Hill                      1,745,640                              100%
Greensboro                         866,259                               96%
Greensboro II                    1,093,149                              100%
Pine Terrace                       885,185                               92%
Shellman                           905,064                               93%
Blackshear                       1,592,318                               98%
Crisp Properties                 1,124,037                               97%
Crawford                           907,712                              100%
Yorkshire                        2,534,566                               95%
Woodcrest                        1,574,776                               98%
Fox Ridge                          889,941                              100%
Redmont II                         840,596                              100%
Clayton                            871,530                               96%
Alma                               957,710                              100%
Pemberton Village                  766,979                               88%
Magic Circle                       776,127                               92%
Spring Hill                      1,449,378                               89%
Menard Retirement                  761,873                               96%
Wallis Housing                     574,393                              100%
Zapata Housing                   1,238,405                               90%
Mill Creek                       1,741,669                              100%
Portland II                        712,774                               95%
Georgetown                         891,086                              100%
Cloverdale                         933,166                              100%
So. Timber Ridge                 1,280,424                              100%
Pineville                          389,020                               92%
Ravenwood                          887,896                              100%
                                ---------- 
Total Series 5                $ 39,812,523 
<PAGE>
Item 2 - Properties (continued):

SERIES 6
                                   12/31/96                         12/31/96
                                   Property                        Occupancy
Partnership                            Cost                             Rate
-----------                        --------                        ---------

Spruce                        $  1,096,570                               96%
Shannon                            646,473                              100%
Carthage                           693,667                               92%
Mountain Crest                   1,231,007                              100%
Coal City                        1,185,662                              100%
Blacksburg Terrace               1,323,069                              100%
Frazer Place                     1,673,104                               97%
Ehrhardt                           685,776                              100%
Sinton                           1,039,306                               97%
Frankston                          674,981                              100%
Flagler Beach                    1,653,116                              100%
Oak Ridge                        1,037,966                               96%
Monett                             956,746                               97%
Arma                               858,813                              100%
Southwest City                     385,909                              100%
Meadowcrest                      1,203,738                              100%
Parsons                          1,532,968                              100%
Newport Village                  1,582,170                              100%
Goodwater Falls                  1,393,363                               97%
Northfield Station               1,022,561                               88%
Pleasant Hill                      954,810                               92%
Winter Park                      1,238,516                              100%
Cornell                          1,068,426                               96%
Heritage Drive So.               1,195,671                              100%
Brodhead                           954,068                               96%
Mt. Village                        939,596                              100%
Hazlehurst                       1,181,404                               94%
Sunrise                          1,360,019                              100%
Stony Creek                      1,626,195                               91%
Logan Place                      1,518,626                               95%
Haines                           3,025,603                              100%
Maple Wood                       1,007,744                               92%
Summerhill                         840,256                              100%
Dorchester                         562,272                              100%
Lancaster                        1,380,668                              100%
Autumn Village                     615,604                              100%
Hardy                              931,560                               96%
Dawson                           1,474,973                              100%
                                ---------- 
Total Series 6                $ 43,752,976 
<PAGE>
Item 2 - Properties (continued):

A summary of the cost of the properties at December 31, 1996,
1995 and 1994 is as follows:
                                                               12/31/96  
                                                  SERIES 2          SERIES 3
                                      
Land                                          $ 1,012,180       $   985,546 
Land Improvements                                 110,157           370,083 
Buildings                                      26,256,812        24,975,936 
Furniture and Fixtures                            819,983         1,084,398 
Construction in Progress                                0                 0 
                                              -----------       ----------- 
Properties, at Cost                            28,199,132        27,415,963 
Less:  Accumulated Depreciation                 5,649,101         7,624,569 
                                              -----------       ----------- 
Properties, Net                               $22,550,031       $19,791,394 
                                              ===========       =========== 

                                                               12/31/95  
                                                  SERIES 2          SERIES 3

Land                                          $ 1,012,180       $   985,546 
Land Improvements                                 110,157           368,152 
Buildings                                      26,169,333        24,933,711 
Furniture and Fixtures                            860,825         1,077,495 
Construction in Progress                                0                 0 
                                              -----------       ----------- 
Properties, at Cost                            28,152,495        27,364,904 
Less:  Accumulated Depreciation                 4,712,310         6,707,453 
                                              -----------       ----------- 
Properties, Net                               $23,440,185       $20,657,451 
                                              ===========       =========== 

                                                                12/31/94 
                                                  SERIES 2          SERIES 3

Land                                          $ 1,012,180       $   985,546 
Land Improvements                                 108,406           263,354 
Buildings                                      26,156,183        24,923,737 
Furniture and Fixtures                            835,134         1,068,432 
Construction in Progress                                0                 0 
                                              -----------       ----------- 
Properties, at Cost                            28,111,903        27,241,069 
Less:  Accumulated Depreciation                 3,757,718         5,778,041 
                                              -----------       ----------- 
Properties, Net                               $24,354,185       $21,463,028 
                                              ===========       =========== 
<PAGE>
Item 2 - Properties (continued):

                                                                 12/31/96
                                                  SERIES 4          SERIES 5

Land                                          $ 1,188,112       $ 1,461,156 
Land Improvements                                 120,607            71,068 
Buildings                                      29,950,050        36,811,454 
Furniture and Fixtures                          1,305,988         1,468,845 
Construction in Progress                                0                 0 
                                              -----------       ----------- 
Properties, at Cost                            32,564,757        39,812,523 
Less:  Accumulated Depreciation                 6,264,280         6,839,405 
                                              -----------       ----------- 
Properties, Net                               $26,300,477       $32,973,118 
                                              ===========       =========== 

                                                                 12/31/95

                                                  SERIES 4          SERIES 5
                                           
Land                                          $ 1,188,112       $ 1,460,628 
Land Improvements                                 119,812            71,068 
Buildings                                      29,938,890        36,787,328 
Furniture and Fixtures                          1,257,453         1,458,530 
Construction in Progress                                0                 0 
                                              -----------       ----------- 
Properties, at Cost                            32,504,267        39,777,554 
Less:  Accumulated Depreciation                 5,226,315         5,473,574 
                                               ----------        ---------- 
Properties, Net                               $27,277,952       $34,303,980 
                                              ===========       =========== 

                                                                 12/31/94

                                                  SERIES 4          SERIES 5
                                           
Land                                          $ 1,188,112       $ 1,460,628 
Land Improvements                                 119,812            71,068 
Buildings                                      29,935,624        36,906,821 
Furniture and Fixtures                          1,243,389         1,316,683 
Construction in Progress                                0                 0 
                                              -----------       ----------- 
Properties, at Cost                            32,486,937        39,755,200 
Less:  Accumulated Depreciation                 4,183,755         4,261,218 
                                              -----------       ----------- 
Properties, Net                               $28,303,182       $35,493,982 
                                              ===========       =========== 
<PAGE>
Item 2 - Properties (continued):

                                                                 12/31/96
                                                  SERIES 6          TOTAL

Land                                          $ 1,779,755      $  6,426,749 
Land Improvements                                 449,010         1,120,925 
Buildings                                      39,702,357       157,696,609 
Furniture and Fixtures                          1,821,854         6,501,068 
Construction in Progress                                0                 0 
                                              -----------      ------------ 
Properties, at Cost                            43,752,976       171,745,351 
Less:  Accumulated Depreciation                 6,668,399        33,045,754 
                                              -----------      ------------ 
Properties, Net                               $37,084,577      $138,699,597 
                                              ===========      ============ 

                                                                 12/31/95
                                                  SERIES 6          TOTAL

Land                                          $ 1,779,755     $   6,426,221 
Land Improvements                                 443,074         1,112,263 
Buildings                                      39,683,190       157,512,452 
Furniture and Fixtures                          1,774,248         6,428,551 
Construction in Progress                                0                 0 
                                              -----------      ------------ 
Properties, at Cost                            43,680,267       171,479,487 
Less:  Accumulated Depreciation                 5,205,351        27,325,003 
                                              -----------      ------------ 
Properties, Net                               $38,474,916      $144,154,484 
                                              ===========      ============ 

                                                                 12/31/94
                                                  SERIES 6          TOTAL

Land                                         $  1,779,755     $   6,426,221 
Land Improvements                                 442,459         1,005,099 
Buildings                                      39,761,649       157,684,014 
Furniture and Fixtures                          1,688,445         6,152,083 
Construction in Progress                                0                 0 
                                              -----------      ------------ 
Properties, at Cost                            43,672,308       171,267,417 
Less:  Accumulated Depreciation                 3,786,411        21,767,143 
                                              -----------      ------------ 
Properties, Net                               $39,885,897      $149,500,274 
                                              ===========      ============ 
<PAGE>
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, 1997, 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, 1997
Beneficial Assignee Certificates          2,254 
General Partner Interest                     2     
<PAGE>
Item 6.  Selected Financial Data

FOR THE YEARS ENDED MARCH 31,:
SERIES 2                               1997           1996           1995
                                      -----           ----           ----

Total Revenues                  $   36,217     $   36,532     $   34,922 
Net Loss                          (582,633)      (591,355)      (756,064)
Equity in Losses of
  Project Partnerships            (527,175)      (537,111)      (699,847)
Total Assets                     1,345,931      1,893,838      2,449,615 
Investments in Project
  Partnerships                     814,883      1,350,923      1,901,609 
Per Bac:
Tax Credits (A)                     166.40         166.30         166.30 
Portfolio Income (A)                 12.10          11.20           9.70 
Passive Loss (A)                   (141.90)       (126.10)       (131.30)
Net Loss                            (94.00)        (95.41)       (121.99)



SERIES 2                                              1994           1993
                                                      ----           ----

Total Revenues                                 $   34,150     $   30,461 
Net Loss                                         (742,342)      (866,867)
Equity in Losses of
  Project Partnerships                           (683,315)      (792,150)
Total Assets                                    3,164,145      3,853,623 
Investments in Project
  Partnerships                                  2,623,688      3,321,940 
Per Bac:
Tax Credits (A)                                    166.30         161.08 
Portfolio Income (A)                                 8.40           8.19 
Passive Loss (A)                                  (144.50)       (167.27)
Net Loss                                          (119.77)       (139.86)

<PAGE>
FOR THE YEARS ENDED MARCH 31,:
SERIES 3                               1997           1996           1995
                                       ----           ----          ---- 

Total Revenues                  $   31,128     $   31,179     $   29,718 
Net Loss                          (341,282)      (470,880)      (640,203)
Equity in Losses of
  Project Partnerships            (285,853)      (421,996)      (579,907)
Total Assets                     1,043,223      1,362,838      1,805,494 
Investments in Project
  Partnerships                     584,189        901,663      1,348,162 
Per Bac:
Tax Credits (A)                     176.40         176.65         175.12 
Portfolio Income (A)                 13.90          14.00          12.00 
Passive Loss (A)                   (146.40)       (143.30)       (135.00)
Net Loss                            (61.93)        (85.44)       (116.17)


SERIES 3                                              1994           1993
                                                      ----           ----
   
Total Revenues                                 $   29,691     $   24,588 
Net Loss                                         (750,197)      (809,156)
Equity in Losses of
  Project Partnerships                           (687,550)      (735,127)
Total Assets                                    2,409,790      3,125,368 
Investments in Project
  Partnerships                                  1,960,485      2,681,609 
Per Bac:
Tax Credits (A)                                    176.65         175.70 
Portfolio Income (A)                                10.80          10.64 
Passive Loss (A)                                  (139.60)       (148.04)
Net Loss                                          (136.12)       (146.82)

<PAGE>
FOR THE YEARS ENDED MARCH 31,:
SERIES 4                               1997           1996           1995
                                       ----           ----           ----

Total Revenues                  $   41,455     $   42,246     $   40,437 
Net Loss                          (696,010)      (705,639)      (758,528)
Equity in Losses of
  Project Partnerships            (635,178)      (644,865)      (694,726)
Total Assets                     2,048,377      2,711,102      3,379,586 
Investments in Project
  Partnerships                   1,423,319      2,073,510      2,737,516 
Per Bac:
Tax Credits (A)                     168.60         168.60         168.30 
Portfolio Income (A)                 13.20          12.90          10.30 
Passive Loss (A)                   (149.30)       (142.30)       (134.60)
Net Loss                            (99.65)       (101.02)       (108.60)


SERIES 4                                              1994           1993
                                                      ----           ----

Total Revenues                                 $   39,361     $   38,440 
Net Loss                                         (705,387)      (759,739)
Equity in Losses of
  Project Partnerships                           (637,858)      (690,605)
Total Assets                                    4,094,719      4,751,938 
Investments in Project
  Partnerships                                  3,455,906      4,112,627 
Per Bac:
Tax Credits (A)                                    168.70         166.43 
Portfolio Income (A)                                 8.80           9.57 
Passive Loss (A)                                  (136.20)       (148.06)
Net Loss                                          (100.99)       (108.77)

<PAGE>
FOR THE YEARS ENDED MARCH 31,:
SERIES 5                               1997           1996           1995
                                       ----           ----           ----

Total Revenues                  $   52,985     $   54,273     $   57,635 
Net Loss                          (997,362)      (781,436)      (817,018)
Equity in Losses of
  Project Partnerships            (911,965)      (700,127)      (739,296)
Total Assets                     3,078,890      4,041,606      4,790,100 
Investments in Project
  Partnerships                   2,268,632      3,211,868      3,950,979 
Per Bac:
Tax Credits (A)                     164.70         164.60         162.20 
Portfolio Income (A)                 13.10          12.50          10.90 
Passive Loss (A)                   (137.80)       (124.30)       (108.20)
Net Loss                           (114.60)        (89.79)        (93.88)


SERIES 5                                              1994           1993
                                                      ----           ----

Total Revenues                                 $   55,260     $   50,247 
Net Loss                                       (1,036,710)      (994,280)
Equity in Losses of
  Project Partnerships                           (953,919)      (901,049)
Total Assets                                    5,666,886      6,540,185 
Investments in Project
  Partnerships                                  4,711,095      5,612,906 
Per Bac:
Tax Credits (A)                                    155.60         110.96 
Portfolio Income (A)                                 8.60           9.65 
Passive Loss (A)                                  (145.10)       (128.52)
Net Loss                                          (119.12)       (114.25)
<PAGE>
FOR THE YEARS ENDED MARCH 31,:
SERIES 6                               1997           1996           1995
                                       ----           ----           ----

Total Revenues                  $   47,326     $   48,446     $   48,235 
Net Loss                          (915,827)      (821,024)      (987,087)
Equity in Losses of
  Project Partnerships            (805,310)      (710,986)      (875,023)
Total Assets                     4,748,789      5,612,685      6,375,252 
Investments in Project
  Partnerships                   3,912,526      4,769,625      5,525,062 
Per Bac:
Tax Credits (A)                     165.40         165.40         161.70 
Portfolio Income (A)                 11.30          10.70           7.70 
Passive Loss (A)                   (122.10)       (117.30)       (119.80)
Net Loss                            (89.72)        (80.44)        (96.71)


SERIES 6                                              1994           1993
                                                      ----           ----

Total Revenues                                 $   52,737    $   181,118 
Net Loss                                       (1,190,078)      (622,257)
Equity in Losses of
  Project Partnerships                         (1 080,864)      (660,758)
Total Assets                                    7,287,730      9,527,478 
Investments in Project
  Partnerships                                  6,470,949      7,471,643 
Per Bac:
Tax Credits (A)                                    150.20          39.50 
Portfolio Income (A)                                 8.50          22.81 
Passive Loss (A)                                  (137.20)        (74.30)
Net Loss                                          (116.59)        (22.32)

(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.
<PAGE>
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, 1997, March 31, 1996 and March 31,
1995.  The General and Administrative expenses - General
Partner and General and Administrative expenses - Other for
the year ended March 31, 1997 are comparable to March 31, 1996
and March 31, 1995.

  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, 1997, 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 95%
at December 31, 1996.

  Equity in Losses of Project Partnerships decreased from
$699,847 for the year ended March 31, 1995 to $537,111 for the
year ended March 31, 1996.  This decrease was partially due to
suspended losses of $25,114 as these losses would reduce the
investment in certain Project Partnerships below zero.  The
remaining portion of the decrease was due to increased rental
income as a result of rental rate increases and average
occupancy improved from 93% to 96%.  Equity in Losses of
Project Partnerships of $527,175 for the year ended March 31,
1997 were comparable to the year ended March 31, 1996.  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 $970,876, $959,697 and
$939,525 for the years ended December 31, 1994, 1995 and 1996,
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, 1997, the Series had $138,561 of short-term
investments (Cash and Cash Equivalents).  It also had $392,487
in Zero Coupon Treasuries with annual maturities providing
$45,698 in fiscal year 1998 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 $582,633 for the year ending March 31, 1997. 
However, after adjusting for Equity in Losses of Project
Partnerships of $527,175 and the changes in operating assets
and liabilities, net cash used in operating activities was
$36,752, of which $33,198 was the Asset Management Fee
actually paid.  Cash provided by investing activities totaled
$39,794, consisting of $6,497 in cash distributions from the
Project Partnerships and $33,297 from matured Zero Coupon
Treasuries. There were no unusual events or trends to
describe.

  Series 3 - Gateway closed this series on December 13, 1990
after receiving $5,456,000 from 398 Assignees.  As of March
31, 1997 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, 1996.
  
  Equity in Losses of Project Partnerships decreased from
$579,907 for the year ended March 31, 1995 to $421,996 for the
year ended March 31, 1996 and to $285,853 for the year ended
March 31, 1997.  These decreases were due to suspended losses
of $190,864 and $343,378 for the years ended March 31, 1996
and 1997, respectively.  These losses would reduce the
investment in certain Project Partnerships below zero.  (These
Project Partnerships reported depreciation and amortization of
$973,197, $940,084 and 925,984 for the years ended December
31, 1994, 1995 and 1996, respectively.)   Overall, management
believes these Project Partnerships are operating as expected
and are generating tax credits which meet projections.  

  At March 31, 1997, the Series had $109,925 of short-term
investments (Cash and Cash Equivalents).  It also had $349,109
in Zero Coupon Treasuries with annual maturities providing
$40,634 in fiscal year 1998 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 $341,282 for the year ended March 31, 1997. 
However, after adjusting for Equity in Losses of Project
Partnerships of $285,853 and the changes in operating assets
and liabilities, net cash used in operating activities was
$50,917, of which $40,569 was the Asset Management Fee
actually paid.  Cash provided by investing activities totaled
$62,854, consisting of $33,237 in cash distributions received
from the Project Partnerships and $29,617 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,
1997, 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, 1996. 

  Equity in Losses of Project Partnerships decreased from
$694,726 for the year ended March 31, 1995 to $644,865 for the
year ended March 31, 1996 and to $635,178 for the year ended
March 31, 1997.  (These Project Partnerships reported
depreciation and amortization of $1,063,204, $1,047,484 and
$1,043,887 for the years ended December 31, 1994, 1995 and
1996, respectively.)   Overall, management believes these
Project Partnerships are operating as expected and are
generating tax credits which meet projections.

  At March 31, 1997, the Series had $182,773 of short-term
investments (Cash and Cash Equivalents).  It also had $442,285
in Zero Coupon Treasuries with annual maturities providing
$51,500 in fiscal year 1998 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 $696,010 for the year ended March 31, 1997. 
However, after adjusting for Equity in Losses of Project
Partnerships of $635,178 and the changes in operating assets
and liabilities, net cash used in operating activities was
$50,223, of which $44,047 was the Asset Management Fee
actually paid.  Cash provided by investing activities totaled
$54,490, consisting of $16,968 in cash distributions from the
Project Partnerships and $37,522 from  matured Zero Coupon
Treasuries.  There were no unusual events or trends to
describe.

  Series 5 - Gateway closed this series on October 11, 1991
after receiving $8,616,000 from 535 Assignees.  As of March
31, 1997, the series had invested $6,164,472 in 36 Project
Partnerships located in 13 states containing 1,106 apartment
units.  Average occupancy of the Project Partnerships was 97%
as of December 31, 1996.

  Equity in Losses of Project Partnerships decreased from
$739,296 for the year ended March 31, 1995 to $700,127 for the
year ended March 31, 1996 and increased to $911,965 for the
year ended March 31, 1997.  (These Project Partnerships
reported depreciation and amortization of $1,423,401,
$1,219,766 and $1,380,487 for the years ended December 31,
1994, 1995 and 1996, respectively.)  Overall, management
believes these Project Partnerships are operating as expected
and are generating tax credits which meet projections.

  At March 31, 1997, the Series had $259,006 of short-term
investments (Cash and Cash Equivalents).  It also had $551,252
in Zero Coupon Treasuries with annual maturities providing
$64,168 in fiscal year 1998 increasing $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 $997,362 for the year ended March 31, 1997. 
However, after adjusting for Equity in Losses of Project
Partnerships of $911,965 and the changes in operating assets
and liabilities, net cash used in operating activities was
$65,573, of which $61,023 was the Asset Management Fee
actually paid.  Cash provided by investing activities totaled
$67,030 consisting of $20,264 in cash distributions from the
Project Partnerships and $46,766 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, 1997, 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 98%
as of December 31, 1996.

  Equity in Losses of Project Partnerships decreased from
$875,023 for the year ended March 31, 1995 to $710,986 for the
year ended March 31, 1996 and increased to $805,310 for the
year ended March 31, 1997.  (These Project Partnerships
reported depreciation and amortization of $1,564,347,
$1,437,632 and $1,477,003 for the years ended December 31,
1994, 1995 and 1996, respectively.)  Overall, management
believes these Project Partnerships are operating as expected
and are generating tax credits which meet projections.
  
  At March 31, 1997, the Series had $396,736 of short-term
investments (Cash and Cash Equivalents).  It also had $439,527
in Zero Coupon Treasuries with annual maturities providing
$48,000 in fiscal year 1998 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 $915,827 for the year ended March 31, 1997. 
However, after adjusting for Equity in Losses of Project
Partnerships of $805,310 and the changes in operating assets
and liabilities, net cash used in operating activities was
$58,017, of which $54,247 was the Asset Management Fee
actually paid.  Cash provided by investing activities totaled
$65,762 of which $29,740 was received in cash distributions
from the Project Partnerships and $36,022 from matured Zero
Coupon Treasuries.  There were no unusual events or trends to
describe.

  
Item 8. Financial Statements and Supplementary Data
<PAGE>










                               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, 1997 and 1996 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, 1997.  These 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 represent the following
percentages of the Partnership's assets and the total
investment in Project Partnerships as of March 31, 1997 and
1996 and the equity in their losses for each of the three
years in the period ended March 31, 1997 presented:  

                      Investments                   Assets            
                        March 31,                  March 31,          

                      1997   1996               1997       1996       


Series 2               70%    73%                 42%       52%       
Series 3               63%    69%                 35%       46%       
Series 4               73%    72%                 51%       55%       
Series 5               60%    62%                 44%       49%       
Series 6               51%    53%                 42%       45%       


<PAGE>
             Partnership Loss
             Year Ended March 31,

              1997     1996     1995          


Series 2       78%      80%       81%         
Series 3       81%      76%       76%         
Series 4       69%      64%       58%         
Series 5       69%      71%       56%         
Series 6       65%      52%       66%         

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, 1997 and 1996,
and the results of their operations and their cash flows for
each of the three years in the period ended March 31, 1997
presented, 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
<PAGE>
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
June 20, 1997

<PAGE>
PART I - Financial Information
  Item 1.  Financial Statements
                              GATEWAY TAX CREDIT FUND II LTD.
                              (A Florida Limited Partnership)

                                      BALANCE SHEETS
                                  MARCH 31, 1997 AND 1996

                                                     1997            1996   
                                                 -----------     -----------
SERIES 2
ASSETS
Current Assets:
   Cash and Cash Equivalents                     $  138,561      $  135,519 
   Investments in Securities                         45,757          43,655 
                                                 ----------      ---------- 
     Total Current Assets                           184,318         179,174 

   Investments in Securities                        346,730         363,740 
   Investments in Project
          Partnerships, Net                         814,883       1,350,923 
                                                 ----------      ---------- 
       Total Assets                              $1,345,931      $1,893,837 
                                                 ==========      ========== 

LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
   Payable to General Partners                   $   43,644      $   44,607 

Long-Term Liabilities:
   Payable to General Partners                      261,410         225,720 

Partners' Equity:
Assignor Limited Partner
   Units of limited Partnership
    interest consisting of 40,000
    authorized BAC's, of which 37,228
    at March 31, 1997 and 1996
    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, 1997 and 1996,
    issued and outstanding                        1,084,268       1,661,075 
General Partners                                    (43,391)        (37,565)
                                                 ----------      ---------- 
     Total Partners' Equity                       1,040,877       1,623,510 
                                                 ----------      ---------- 
       Total Liabilities and
          Partners Equity                        $1,345,931      $1,893,837 
                                                 ==========      ========== 
                      See accompanying notes to financial statements.
<PAGE>
                              GATEWAY TAX CREDIT FUND II LTD.
                              (A Florida Limited Partnership)

                                      BALANCE SHEETS
                                  MARCH 31, 1997 AND 1996
                                                      1997           1996   
                                                 -----------      ----------
SERIES 3
ASSETS
Current Assets:
   Cash and Cash Equivalents                     $  109,925      $   97,988 
   Investments in Securities                         40,699          38,831 
                                                 ----------      ---------- 
     Total Current Assets                           150,624         136,819 

   Investments in Securities                        308,410         323,539 
   Investments in Project
          Partnerships, Net                         584,189         901,663 
                                                 ----------      ---------- 
       Total Assets                              $1,043,223      $1,362,021 
                                                 ==========      ========== 

LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
   Payable to General Partners                   $   48,117      $   48,855 

Long-Term Liabilities:
   Payable to General Partners                      212,944         189,722 

Partners' Equity:
Assignor Limited Partner
   Units of limited Partnership
    interest consisting of 40,000
    authorized BAC's, of which 37,228
    at March 31, 1997 and 1996
    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, 1997 and 1996,
    issued and outstanding                          822,156       1,160,025 
General Partners                                    (39,994)        (36,581)
                                                 ----------      ---------- 
     Total Partners' Equity                         782,162       1,123,444 
                                                 ----------      ---------- 
       Total Liabilities and
          Partners Equity                        $1,043,223      $1,362,021 
                                                 ==========      ========== 
                      See accompanying notes to financial statements.
<PAGE>
                              GATEWAY TAX CREDIT FUND II LTD.
                              (A Florida Limited Partnership)

                                      BALANCE SHEETS
                                  MARCH 31, 1997 AND 1996
                                                      1997           1996   
                                                 -----------      ----------
SERIES 4
ASSETS
Current Assets:
   Cash and Cash Equivalents                     $  182,773      $  178,506 
   Investments in Securities                         51,562          49,195 
                                                 ----------      ---------- 
     Total Current Assets                           234,335         227,701 

   Investments in Securities                        390,723         409,891 
   Investments in Project
          Partnerships, Net                       1,423,319       2,073,510 
                                                 ----------      ---------- 
       Total Assets                              $2,048,377      $2,711,102 
                                                 ==========      ========== 

LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
   Payable to General Partners                   $   52,967      $   53,905 

Long-Term Liabilities:
   Payable to General Partners                      246,861         212,638 

Partners' Equity:
Assignor Limited Partner
   Units of limited Partnership
    interest consisting of 40,000
    authorized BAC's, of which 37,228
    at March 31, 1997 and 1996
    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, 1997 and 1996,
    issued and outstanding                        1,791,717       2,480,767 
General Partners                                    (43,168)        (36,208)
                                                 ----------      ---------- 
     Total Partners' Equity                       1,748,549       2,444,559 
                                                 ----------      ---------- 
       Total Liabilities and
          Partners Equity                        $2,048,377      $2,711,102 
                                                 ==========      ========== 
                      See accompanying notes to financial statements.
<PAGE>
                              GATEWAY TAX CREDIT FUND II LTD.
                              (A Florida Limited Partnership)

                                      BALANCE SHEETS
                                  MARCH 31, 1997 AND 1996
                                                      1997           1996   
                                                 -----------      ----------
SERIES 5
ASSETS
Current Assets:
   Cash and Cash Equivalents                     $  259,006      $  257,549 
   Investments in Securities                         64,266          61,314 
                                                 ----------      ---------- 
     Total Current Assets                           323,272         318,863 

   Investments in Securities                        486,986         510,876 
   Investments in Project
          Partnerships, Net                       2,268,632       3,211,868 
                                                 ----------      ---------- 
       Total Assets                              $3,078,890      $4,041,607 
                                                 ==========      ========== 

LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
   Payable to General Partners                   $   70,909      $   72,085 

Long-Term Liabilities:
   Payable to General Partners                      237,669         201,848 

Partners' Equity:
Assignor Limited Partner
   Units of limited Partnership
    interest consisting of 40,000
    authorized BAC's, of which 37,228
    at March 31, 1997 and 1996
    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, 1997 and 1996,
    issued and outstanding                        2,818,232       3,805,620 
General Partners                                    (47,920)        (37,946)
                                                 ----------      ---------- 
     Total Partners' Equity                       2,770,312       3,767,674 
                                                 ----------      ---------- 
       Total Liabilities and
          Partners Equity                        $3,078,890      $4,041,607 
                                                 ==========      ========== 
                      See accompanying notes to financial statements.
<PAGE>
                              GATEWAY TAX CREDIT FUND II LTD.
                              (A Florida Limited Partnership)

                                      BALANCE SHEETS
                                  MARCH 31, 1997 AND 1996
                                                      1997           1996   
                                                 -----------      ----------
SERIES 6
ASSETS
Current Assets:
   Cash and Cash Equivalents                     $  396,736      $  388,991 
   Investments in Securities                         45,870          43,120 
                                                 ----------      ---------- 
     Total Current Assets                           442,606         432,111 

   Investments in Securities                        393,657         410,950 
   Investments in Project
          Partnerships, Net                       3,912,526       4,769,625 
                                                 ----------      ---------- 
       Total Assets                              $4,748,789      $5,612,686 
                                                 ==========      ========== 


LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
   Payable to General Partners                   $   66,605      $   67,831 

Long-Term Liabilities:
   Payable to General Partners                      293,418         240,262 

Partners' Equity:
Assignor Limited Partner
   Units of limited Partnership
    interest consisting of 40,000
    authorized BAC's, of which 37,228
    at March 31, 1997 and 1996
    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, 1997 and 1996,
    issued and outstanding                        4,433,605       5,340,274 
General Partners                                    (44,839)        (35,681)
                                                 ----------      ---------- 
     Total Partners' Equity                       4,388,766       5,304,593 
                                                 ----------      ---------- 
       Total Liabilities and
          Partners Equity                        $4,748,789      $5,612,686 
                                                 ==========      ========== 
                      See accompanying notes to financial statements.
<PAGE>
                              GATEWAY TAX CREDIT FUND II LTD.
                              (A Florida Limited Partnership)

                                      BALANCE SHEETS
                                  MARCH 31, 1997 AND 1996
                                                      1997           1996   
                                                 -----------      ----------
TOTAL SERIES 2 - 6
ASSETS
Current Assets:
   Cash and Cash Equivalents                    $ 1,087,001     $ 1,058,553 
   Investments in Securities                        248,154         236,115 
                                                -----------     ----------- 
     Total Current Assets                         1,335,155       1,294,668 

   Investments in Securities                      1,926,506       2,018,996 
   Investments in Project
          Partnerships, Net                       9,003,549      12,307,589 
                                                -----------     ----------- 
       Total Assets                             $12,265,210     $15,621,253 
                                                ===========     =========== 

LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
   Payable to General Partners                  $   282,242     $   287,283 

Long-Term Liabilities:
   Payable to General Partners                    1,252,302       1,070,190 

Partners' Equity:
Assignor Limited Partner
   Units of limited Partnership
    interest consisting of 40,000
    authorized BAC's, of which 37,228
    at March 31, 1997 and 1996
    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, 1997 and 1996,
    issued and outstanding                       10,949,978      14,447,761 
General Partners                                   (219,312)       (183,981)
                                                -----------     ----------- 
     Total Partners' Equity                      10,730,666      14,263,780 
                                                -----------     ----------- 
       Total Liabilities and
          Partners Equity                       $12,265,210     $15,621,253 
                                                ===========     =========== 
                      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,


                                   1997              1996               1995   
SERIES 2                       -----------       -----------        ---------- 
Revenues:
   Interest Income             $   36,217        $   36,532         $   34,922 
                               -----------       -----------        ---------- 
Expenses:
   Asset Management Fee-
     General Partner               68,889            68,998             69,024 
   General and Administrative-
     General Partner                6,792             6,812              8,330 
   General and Administrative-
     Other                         13,625            10,154              8,497 
   Amortization                     2,369             4,812              5,288 
                               -----------       -----------        ---------- 
     Total Expenses                91,675            90,776             91,139 
                               -----------       -----------        ---------- 

Loss Before Equity in Losses of
 Project Partnerships             (55,458)          (54,244)           (56,217)
Equity in Losses of Project
 Partnerships                    (527,175)         (537,111)          (699,847)
                               -----------       -----------        -----------
Net Loss                       $ (582,633)       $ (591,355)        $ (756,064)
                               ===========       ===========        ===========
Allocation of Net Loss:
   Assignees                   $ (576,807)       $ (585,441)        $ (748,503)
   General Partners                (5,826)           (5,914)            (7,561)
                               -----------       -----------        -----------
                               $ (582,633)       $ (591,355)        $ (756,064)
                               ===========       ===========        ===========
Net Loss Per Beneficial
 Assignee Certificate          $   (94.00)       $   (95.41)        $  (121.99)
   
Number of Beneficial Assignee
 Certificates Outstanding           6,136             6,136              6,136 


                      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,


                                   1997              1996               1995   
SERIES 3                       -----------       -----------        ---------- 
Revenues:
   Interest Income             $   31,128        $   31,179         $   29,718 
                               -----------       -----------        ---------- 
Expenses:
   Asset Management Fee-
     General Partner               63,792            63,927             64,043 
   General and Administrative-
     General Partner                7,102             7,104              8,709 
   General and Administrative-
     Other                         17,278            11,001              9,301 
   Amortization                    (1,615)           (1,969)             7,961 
                               -----------       -----------        ---------- 
     Total Expenses                86,557            80,063             90,014 
                               -----------       -----------        ---------- 

Loss Before Equity in Losses of
 Project Partnerships             (55,429)          (48,884)           (60,296)
Equity in Losses of Project
 Partnerships                    (285,853)         (421,996)          (579,907)
                               -----------       -----------        -----------
Net Loss                       $ (341,282)       $ (470,880)        $ (640,203)
                               ===========       ===========        ===========
Allocation of Net Loss:
   Assignees                   $ (337,869)       $ (466,171)        $ (633,801)
   General Partners                (3,413)           (4,709)            (6,402)
                               -----------       -----------        -----------
                               $ (341,282)       $ (470,880)        $ (640,203)
                               ===========       ===========        ===========
Net Loss Per Beneficial
 Assignee Certificate          $   (61.93)       $   (85.44)        $  (116.17)
   
Number of Beneficial Assignee
 Certificates Outstanding           5,456             5,456              5,456 


                      See accompanying notes to financial statements.
<PAGE>
                              GATEWAY TAX CREDIT FUND II LTD.
                              (A Florida Limited Partnership)

                                 STATEMENTS OF OPERATIONS
                               FOR THE YEAR ENDED MARCH 31,


                                   1997               1996              1995   
SERIES 4                       -----------       -----------        ---------- 
Revenues:
   Interest Income             $   41,455        $   42,246         $   40,437 
                               -----------       -----------        ---------- 
Expenses:
   Asset Management Fee-
     General Partner               78,270            78,384             78,571 
   General and Administrative-
     General Partner                8,953             8,978             10,456 
   General and Administrative-
     Other                         17,019            12,268             11,050 
   Amortization                    (1,955)            3,390              4,162 
                               -----------       -----------        ---------- 
     Total Expenses               102,287           103,020            104,239 
                               -----------       -----------        ---------- 

Loss Before Equity in Losses of
 Project Partnerships             (60,832)          (60,774)           (63,802)
Equity in Losses of Project
 Partnerships                    (635,178)         (644,865)          (694,726)
                               -----------       -----------        -----------
Net Loss                       $ (696,010)       $ (705,639)        $ (758,528)
                               ===========       ===========        ===========
Allocation of Net Loss:
   Assignees                   $ (689,050)       $ (698,583)        $ (750,943)
   General Partners                (6,960)           (7,056)            (7,585)
                               -----------       -----------        -----------
                               $ (696,010)       $ (705,639)        $ (758,528)
                               ===========       ===========        ===========
Net Loss Per Beneficial
 Assignee Certificate          $   (99.65)       $  (101.02)        $  (108.60)
   
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,


                                   1997              1996               1995   
SERIES 5                       -----------       -----------        ---------- 
Revenues:
   Interest Income             $   52,985        $   54,273         $   57,635 
                               -----------       -----------        ---------- 
Expenses:
   Asset Management Fee-
     General Partner               96,844            97,010             97,163 
   General and Administrative-
     General Partner               11,114            11,144             13,682 
   General and Administrative-
     Other                         19,418            14,676             13,108 
   Amortization                    11,006            12,752             11,404 
                               -----------       -----------        ---------- 
     Total Expenses               138,382           135,582            135,357 
                               -----------       -----------        ---------- 

Loss Before Equity in Losses of
 Project Partnerships             (85,397)          (81,309)           (77,722)
Equity in Losses of Project
 Partnerships                    (911,965)         (700,127)          (739,296)
                               -----------       -----------        -----------
Net Loss                       $ (997,362)       $ (781,436)        $ (817,018)
                               ===========       ===========        ===========
Allocation of Net Loss:
   Assignees                   $ (987,388)       $ (773,622)        $ (808,848)
   General Partners                (9,974)           (7,814)            (8,170)
                               -----------       -----------        -----------
                               $ (997,362)       $ (781,436)        $ (817,018)
                               ===========       ===========        ===========
Net Loss Per Beneficial
 Assignee Certificate          $  (114.60)       $   (89.79)        $   (93.88)
   
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,


                                   1997              1996               1995   
SERIES 6                       -----------       -----------        ---------- 
Revenues:
   Interest Income             $   47,326        $   48,446         $   48,235 
                               -----------       -----------        ---------- 
Expenses:
   Asset Management Fee-
     General Partner              107,403           107,665            107,910 
   General and Administrative-
     General Partner               11,732            11,765             14,388 
   General and Administrative-
     Other                         16,660            16,398             14,994 
   Amortization                    22,048            22,656             23,007 
                               -----------       -----------        ---------- 
     Total Expenses               157,843           158,484            160,299 
                               -----------       -----------        ---------- 

Loss Before Equity in Losses of
 Project Partnerships            (110,517)         (110,038)          (112,064)
Equity in Losses of Project
 Partnerships                    (805,310)         (710,986)          (875,023)
                               -----------       -----------        -----------
Net Loss                       $ (915,827)       $ (821,024)        $ (987,087)
                               ===========       ===========        ===========
Allocation of Net Loss:
   Assignees                   $ (906,669)       $ (812,814)        $ (977,216)
   General Partners                (9,158)           (8,210)            (9,871)
                               -----------       -----------        -----------
                               $ (915,827)       $ (821,024)        $ (987,087)
                               ===========       ===========        ===========
Net Loss Per Beneficial
 Assignee Certificate          $   (89.72)       $   (80.44)        $   (96.71)
   
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,


                                   1997              1996                1995  
TOTAL SERIES 2-6              ------------      ------------       ----------- 
Revenues:
   Interest Income            $   209,111       $   212,676        $   210,947 
                              ------------      ------------       ----------- 
Expenses:
   Asset Management Fee-
     General Partner              415,198           415,984            416,711 
   General and Administrative-
     General Partner               45,693            45,803             55,565 
   General and Administrative-
     Other                         84,000            64,497             56,950 
   Amortization                    31,853            41,641             51,822 
                               -----------      ------------       ----------- 
     Total Expenses               576,744           567,925            581,048 
                               -----------      ------------       ----------- 

Loss Before Equity in Losses of
 Project Partnerships            (367,633)         (355,249)          (370,101)
Equity in Losses of Project
 Partnerships                  (3,165,481)       (3,015,085)        (3,588,799)
                              ------------      ------------       ------------
Net Loss                      $(3,533,114)      $(3,370,334)       $(3,958,900)
                              ============      ============       ============
Allocation of Net Loss:
   Assignees                  $(3,497,783)      $(3,336,631)       $(3,919,311)
   General Partners               (35,331)          (33,703)           (39,589)
                              ------------      ------------       ------------
                              $(3,533,114)      $(3,370,334)       $(3,958,900)
                              ============      ============       ============







                      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, 1997, 1996 AND 1995:


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

Balance at
 March 31, 1994               $ 2,995,019         $ (24,090)       $ 2,970,929 

Net Loss                         (748,503)           (7,561)          (756,064)
                              ------------        ----------       ------------
Balance at
 March 31, 1995                 2,246,516           (31,651)         2,214,865 

Net Loss                         (585,441)           (5,914)          (591,355)
                              ------------        ----------       ------------
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 
                              ============        ==========       ============




                      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, 1997, 1996 AND 1995:


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

Balance at
 March 31, 1994               $ 2,259,997         $ (25,470)       $ 2,234,527 

Net Loss                         (633,801)           (6,402)          (640,203)
                              ------------        ----------       ------------
Balance at
 March 31, 1995                 1,626,196           (31,872)         1,594,324 

Net Loss                         (466,171)           (4,709)          (470,880)
                              ------------        ----------       ------------
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 
                              ============        ==========       ============




                      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, 1997, 1996 AND 1995:


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

Balance at
 March 31, 1994               $ 3,930,293         $ (21,567)       $ 3,908,726 

Net Loss                         (750,943)           (7,585)          (758,528)
                              ------------        ----------       ------------
Balance at
 March 31, 1995                 3,179,350           (29,152)         3,150,198 

Net Loss                         (698,583)           (7,056)          (705,639)
                              ------------        ----------       ------------
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 
                              ============        ==========       ============




                      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, 1997, 1996 AND 1995:


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

Balance at
 March 31, 1994               $ 5,388,090         $ (21,962)       $ 5,366,128 

Net Loss                         (808,848)           (8,170)          (817,018)
                              ------------        ----------       ------------
Balance at
 March 31, 1995                 4,579,242           (30,132)         4,549,110 

Net Loss                         (773,622)           (7,814)          (781,436)
                              ------------        ----------       ------------
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 
                              ============        ==========       ============




                      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, 1997, 1996 AND 1995:


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

Balance at
 March 31, 1994               $ 7,130,304         $ (17,600)       $ 7,112,704 

Net Loss                         (977,216)           (9,871)          (987,087)
                              ------------        ----------       ------------
Balance at
 March 31, 1995                 6,153,088           (27,471)         6,125,617 

Net Loss                         (812,814)           (8,210)          (821,024)
                              ------------        ----------       ------------
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 
                              ============        ==========       ============






                      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, 1997, 1996 AND 1995:


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

Balance at
 March 31, 1994               $21,703,703         $(110,689)       $21,593,014 

Net Loss                       (3,919,311)          (39,589)        (3,958,900)
                              ------------        ----------       ------------
Balance at
 March 31, 1995                17,784,392          (150,278)        17,634,114 

Net Loss                       (3,336,631)          (33,703)        (3,370,334)
                              ------------        ----------       ------------
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 
                              ============        ==========       ============




                      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, 1997, 1996 AND 1995:
                                    1997              1996               1995  
SERIES 2                       -----------         ---------         --------- 
Cash Flows from Operating Activities:
   Net Loss                   $  (582,633)      $  (591,355)       $  (756,064)
   Adjustments to Reconcile
    Net Loss to Net Cash
    Provided by (Used in)
    Operating Activities:
     Amortization                   2,369             4,812              5,288 
     Accreted Interest Income
     on Investments in
     Securities                   (28,749)          (29,127)           (29,552)
     Equity in Losses of
      Project Partnerships        527,175           537,111            699,847 
     Interest Income from Redemption
      of Securities                10,358             7,238              4,425 
      Changes in Operating Assets
      and Liabilities:
       Decrease in Accounts
           Receivable                   0                 0                  0 
       Increase in Payable to
         General Partners          34,728            35,578             41,534 
                              ------------      ------------       ------------
         Net Cash Used in
         Operating
         Activities               (36,752)          (35,743)           (34,522)
                              ------------      ------------       ------------
Cash Flows from Investing Activities:
   Investments in Project
     Partnerships                       0                 0                  0 
   Acquisition Fees and
     Expenses                           0                 0                  0  
   Distributions Received from
     Project Partnerships           6,497             8,762             16,944 
   Redemption of Investment
     in Securities                 33,297            34,610             35,612 
   Decrease in Payable to:
     Project Partnerships -
     Capital Contributions              0                 0                  0 
                              ------------      ------------       ------------
      Net Cash Provided by
      (Used in) Investing
      Activities                   39,794            43,372             52,556 
                              ------------      ------------       ------------
Increase (Decrease) in Cash and 
 Cash Equivalents                   3,042             7,629             18,034 
Cash and Cash Equivalents at
 Beginning of Year                135,519           127,890            109,856 
                              ------------      ------------       ------------
Cash and Cash Equivalents at
 End of Year                  $   138,561       $   135,519        $   127,890 
                              ============      ============       ============
                      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, 1997, 1996 AND 1995:
                                    1997              1996               1995  
SERIES 3                       -----------         ---------         --------- 
Cash Flows from Operating Activities:
   Net Loss                   $  (341,282)      $  (470,880)       $  (640,203)
   Adjustments to Reconcile
    Net Loss to Net Cash
    Provided by (Used in)
    Operating Activities:
     Amortization                  (1,615)           (1,969)             7,961 
     Accreted Interest Income
     on Investments in
     Securities                   (25,571)          (25,908)           (26,286)
     Equity in Losses of
      Project Partnerships        285,853           421,996            579,907 
     Interest Income from Redemption
      of Securities                 9,212             6,437              3,917 
      Changes in Operating Assets
      and Liabilities:
       Decrease in Accounts
           Receivable                   0                 0                  0 
       Increase in Payable to
         General Partners          22,486            27,408             35,907 
                              ------------      ------------       ------------
         Net Cash Used in
         Operating
         Activities               (50,917)          (42,916)           (38,797)
                              ------------      ------------       ------------
Cash Flows from Investing Activities:
   Investments in Project
     Partnerships                       0                 0                  0 
   Acquisition Fees and
     Expenses                           0                 0                  0 
   Distributions Received from
     Project Partnerships          33,237            26,471             24,455 
   Redemption of Investment
     in Securities                 29,617            30,785             31,695 
   Decrease in Payable to:
     Project Partnerships -
     Capital Contributions              0                 0                  0 
                              ------------      ------------       ------------
      Net Cash Provided by
      (Used in) Investing
      Activities                   62,854            57,256             56,150 
                              ------------      ------------       ------------
Increase (Decrease) in Cash and 
 Cash Equivalents                  11,937            14,340             17,353 
Cash and Cash Equivalents at
 Beginning of Year                 97,988            83,648             66,295 
                              ------------      ------------       ------------
Cash and Cash Equivalents at
 End of Year                  $   109,925       $    97,988        $    83,648 
                              ============      ============       ============
                      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, 1997, 1996 AND 1995:
                                    1997              1996               1995  
SERIES 4                       -----------         ---------         --------- 
Cash Flows from Operating Activities:
   Net Loss                   $  (696,010)      $  (705,639)       $  (758,528)
   Adjustments to Reconcile
    Net Loss to Net Cash
    Provided by (Used in)
    Operating Activities:
     Amortization                  (1,955)            3,390              4,162 
     Accreted Interest Income
     on Investments in
     Securities                   (32,396)          (32,822)           (33,301)
     Equity in Losses of
      Project Partnerships        635,178           644,865            694,726 
     Interest Income from Redemption
      of Securities                11,676             8,155              4,962 
      Changes in Operating Assets
      and Liabilities:
       Decrease in Accounts
           Receivable                   0                 0                  0 
       Increase in Payable to
         General Partners          33,284            37,155             43,395 
                              ------------      ------------       ------------
         Net Cash Used in
         Operating
         Activities               (50,223)          (44,896)           (44,584)
                              ------------      ------------       ------------
Cash Flows from Investing Activities:
   Investments in Project
     Partnerships                       0                 0                  0 
   Acquisition Fees and
     Expenses                           0                 0                  0 
   Distributions Received from
     Project Partnerships          16,968            15,751             19,502 
   Redemption of Investment
     in Securities                 37,522            39,000             40,155 
   Decrease in Payable to:
     Project Partnerships -
     Capital Contributions              0                 0                  0 
                              ------------      ------------       ------------
      Net Cash Provided by
      (Used in) Investing
      Activities                   54,490            54,751             59,657 
                              ------------      ------------       ------------
Increase (Decrease) in Cash and 
 Cash Equivalents                   4,267             9,855             15,073 
Cash and Cash Equivalents at
 Beginning of Year                178,506           168,651            153,578 
                              ------------      ------------       ------------
Cash and Cash Equivalents at
 End of Year                  $   182,773       $   178,506        $   168,651 
                              ============      ============       ============
                      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, 1997, 1996 AND 1995:
                                    1997              1996               1995  
SERIES 5                       -----------         ---------         --------- 
Cash Flows from Operating Activities:
   Net Loss                   $  (997,362)      $  (781,436)       $  (817,018)
   Adjustments to Reconcile
    Net Loss to Net Cash
    Provided by (Used in)
    Operating Activities:
     Amortization                  11,006            12,752             11,404 
     Accreted Interest Income
     on Investments in
     Securities                   (40,378)          (40,909)           (41,507)
     Equity in Losses of
      Project Partnerships        911,965           700,127            739,296 
     Interest Income from Redemption
      of Securities                14,552            10,166              6,186 
      Changes in Operating Assets
      and Liabilities:
       Decrease in Accounts
           Receivable                   0                 0                  0 
       Increase in Payable to
         General Partners          34,644            32,942             49,740 
                              ------------      ------------       ------------
         Net Cash Used in
         Operating
         Activities               (65,573)          (66,358)           (51,899)
                              ------------      ------------       ------------
Cash Flows from Investing Activities:
   Investments in Project
     Partnerships                       0                 0             (3,179)
   Acquisition Fees and
     Expenses                           0                 0            (13,602)
   Distributions Received from
     Project Partnerships          20,264            26,233             26,197 
   Redemption of Investment
     in Securities                 46,766            48,609             50,048 
   Decrease in Payable to:
     Project Partnerships -
     Capital Contributions              0                 0           (109,508)
                              ------------      ------------       ------------
      Net Cash Provided by
      (Used in) Investing
      Activities                   67,030            74,842            (50,044)
                              ------------      ------------       ------------
Increase (Decrease) in Cash and 
 Cash Equivalents                   1,457             8,484           (101,943)
Cash and Cash Equivalents at
 Beginning of Year                257,549           249,065            351,008 
                              ------------      ------------       ------------
Cash and Cash Equivalents at
 End of Year                  $   259,006       $   257,549        $   249,065 
                              ============      ============       ============
                      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, 1997, 1996 AND 1995:
                                    1997              1996               1995  
SERIES 6                       -----------         ---------         --------- 
Cash Flows from Operating Activities:
   Net Loss                   $  (915,827)       $ (821,024)        $ (987,087)
   Adjustments to Reconcile
    Net Loss to Net Cash
    Provided by (Used in)
    Operating Activities:
     Amortization                  22,048            22,656             23,007 
     Accreted Interest Income
     on Investments in
     Securities                   (30,456)          (30,458)           (30,196)
     Equity in Losses of
      Project Partnerships        805,310           710,986            875,023 
     Interest Income from Redemption
      of Securities                 8,978             5,963              3,455 
      Changes in Operating Assets
      and Liabilities:
       Decrease in Accounts
           Receivable                   0                 0             20,136 
       Increase in Payable to
         General Partners          51,930            58,457             74,609 
                               -----------       -----------       ------------
         Net Cash Used in
         Operating
         Activities               (58,017)          (53,420)           (21,053)
                               -----------        ----------       ------------
Cash Flows from Investing Activities:
   Investments in Project
     Partnerships                       0                 0             23,322 
   Acquisition Fees and
     Expenses                           0                 0                  0 
   Distributions Received from
     Project Partnerships          29,740            21,796             24,535 
   Redemption of Investment
     in Securities                 36,022            36,037             35,546 
   Decrease in Payable to:
     Project Partnerships -
     Capital Contributions              0                 0                  0 
                               -----------       -----------       ------------
      Net Cash Provided by
      (Used in) Investing
      Activities                   65,762            57,833             83,403 
                               -----------       -----------       ------------
Increase (Decrease) in Cash and 
 Cash Equivalents                   7,745             4,413             62,350 
Cash and Cash Equivalents at
 Beginning of Year                388,991           384,578            322,228 
                               -----------       -----------       ------------
Cash and Cash Equivalents at
 End of Year                  $   396,736       $   388,991        $   384,578 
                               ===========       ===========       ============
                      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, 1997, 1996 AND 1995:
                                    1997              1996               1995  
TOTAL SERIES 2-6               -----------         ---------         --------- 
Cash Flows from Operating Activities:
   Net Loss                   $(3,533,114)      $(3,370,334)       $(3,958,900)
   Adjustments to Reconcile
    Net Loss to Net Cash
    Provided by (Used in)
    Operating Activities:
     Amortization                  31,853            41,641             51,822 
     Accreted Interest Income
     on Investments in
     Securities                  (157,550)         (159,224)          (160,842)
     Equity in Losses of
      Project Partnerships      3,165,481         3,015,085          3,588,799 
     Interest Income from Redemption
      of Securities                54,776            37,959             22,945 
      Changes in Operating Assets
      and Liabilities:
       Decrease in Accounts
           Receivable                   0                 0             20,136 
       Increase in Payable to
         General Partners         177,072           191,540            245,185 
                              ------------      ------------       ------------
         Net Cash Used in
         Operating
         Activities              (261,482)         (243,333)          (190,855)
                              ------------      ------------       ------------
Cash Flows from Investing Activities:
   Investments in Project
     Partnerships                       0                 0             20,143 
   Acquisition Fees and
     Expenses                           0                 0            (13,602)
   Distributions Received from
     Project Partnerships         106,706            99,013            111,633 
   Redemption of Investment
     in Securities                183,224           189,041            193,056 
   Decrease in Payable to:
     Project Partnerships -
     Capital Contributions              0                 0           (109,508)
                              ------------      ------------       ------------
      Net Cash Provided by
      (Used in) Investing
      Activities                  289,930           288,054            201,722 
                              ------------      ------------       ------------
Increase (Decrease) in Cash and 
 Cash Equivalents                  28,448            44,721             10,867 
Cash and Cash Equivalents at
 Beginning of Year              1,058,553         1,013,832          1,002,965 
                              ------------      ------------       ------------
Cash and Cash Equivalents at
 End of Year                  $ 1,087,001       $ 1,058,553        $ 1,013,832 
                              ============      ============       ============
                      See accompanying notes to financial statements.
<PAGE>
                              GATEWAY TAX CREDIT FUND II LTD.
                              (A Florida Limited Partnership)

                               NOTES TO FINANCIAL STATEMENTS

                               MARCH 31, 1997, 1996 AND 1995

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 partn-
er, 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, 1997, 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, 1997.  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 sole limited
partner in Project Partnerships ("Investments in Project
Partnerships") using the equity method of accounting 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,
  3)      Decreased for the amortization of the acquisition fees
          and expenses,
  4)      In certain Project Partnerships, where Gateway's
          investment was greater than Gateway's pro-rata share of
          the book value of the underlying assets, decreased for
          the amortization of the difference; and
  5)      In certain Project Partnerships, where Gateway's
          investment was less than Gateway's pro-rata share of
          the book value of the underlying assets, increased for
          the accretion of the difference.

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

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 1996 and 1995 figures have been
reclassified, where appropriate, to conform with the financial
statement presentation used in 1997.


NOTE 3 - INVESTMENT IN SECURITIES:

  The March 31, 1997 Balance Sheet includes Investment in
Securities consisting of U.S. Government Security Strips which
represents their cost, plus accreted interest income of
$126,823 for Series 2, $112,807 for Series 3, $142,915 for
Series 4, $178,125 for Series 5 and $114,459 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  
                                        Cost Plus              Unrealized
                     Estimated           Accreted               Gains and
                  Market Value           Interest                (Losses)

Series 2             $ 405,394           $392,487               $ 12,907 
Series 3               360,473            349,109                 11,364 
Series 4               456,863            442,285                 14,578 
Series 5               569,245            551,252                 17,993 
Series 6               443,040            439,527                  3,513 

  As of March 31, 1997, the cost and accreted interest of debt
securities by contractual maturities is as follows:
<PAGE>
                                         Series 2                Series 3

Due within 1 year                       $  45,757               $  40,699
After 1 year through 5 years              168,808                 150,150
After 5 years through 10 years            177,922                 158,260
                                        ---------               ---------
  Total Amount Carried on
      Balance Sheet                     $ 392,487               $ 349,109
                                        =========               =========

                                         Series 4                Series 5

Due within 1 year                       $  51,562               $  64,266
After 1 year through 5 years              190,223                 237,091
After 5 years through 10 years            200,500                 249,895
                                        ---------               ---------
  Total Amount Carried on
       Balance Sheet                    $ 442,285               $ 551,252
                                        =========               =========

                                         Series 6                   Total

Due within 1 year                       $  45,870               $ 248,154
After 1 year through 5 years              182,093                 928,365
After 5 years through 10 years            211,564                 998,141
                                        ---------               ---------
  Total Amount Carried on
       Balance Sheet                    $ 439,527              $2,174,660
                                        =========               =========


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, 1997, 1996 and 1995 the
General Partners and affiliates are entitled to compensation
and reimbursement for costs and expenses incurred by Gateway
as follows:

  Acquisition Fees - Acquisition fees are paid for services
rendered by the Managing General Partner in selecting
properties for acquisition and providing other services in
connection with the acquisition of interests in Project
Partnerships.  The acquisition fees paid or payable to the
General Partners will not exceed the amount that is equal to
8% of the gross proceeds.  The fees paid are included in
Investments in Project Partnerships on the Balance Sheets.

                   1997                  1996                   1995
                   ----                  ----                   ----

Series 2        $     0              $      0               $      0
Series 3              0                     0                      0
Series 4              0                     0                      0
Series 5              0                     0                 13,602
Series 6              0                     0                      0
                -------              --------               --------
  Total         $     0              $      0               $ 13,602
                =======              ========               ========

  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.

  Series 2     $ 68,889             $  68,998              $  69,024
  Series 3       63,792                63,927                 64,043
  Series 4       78,270                78,384                 78,571
  Series 5       96,844                97,010                 97,163
  Series 6      107,403               107,665                107,910
               --------             ---------              ---------
  Total        $415,198             $ 415,984              $ 416,711
               ========             =========              =========

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

  Series 2     $  6,792             $   6,812               $  8,330
  Series 3        7,102                 7,104                  8,709
  Series 4        8,953                 8,978                 10,456
  Series 5       11,114                11,144                 13,682
  Series 6       11,732                11,765                 14,388
               --------             ---------               --------
  Total        $ 45,693             $  45,803               $ 55,565
               ========             =========               ========
<PAGE>
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS:

   As of March 31, 1997, the Partnership had acquired an interest
in 22 Project Partnerships for the Series which own and operate
government assisted multi-family housing complexes.  The
Partnership, as the Investor Limited Partner pursuant to the
Project Partnership Agreements has generally acquired an ownership
interest of 99% in these Project Partnerships.
   The following is a summary of Investments in Project Partnerships
as of:
                                                        MARCH 31,     MARCH 31,
                                                           1997         1996   
SERIES 2                                               ----------    ----------
   
Capital Contributions to Project
Partnerships (purchase price paid
for limited partner interests in
Project Partnerships)                                $ 4,524,678   $ 4,524,678 

Accumulated accretion/(amortization) of
the difference in the book value of
underlying assets of the Project
Partnerships over/under purchase
price (1)                                                 39,734        33,815 

Cumulative equity in losses of
Project Partnerships (2)                              (4,022,371)   (3,495,196)

Cumulative distributions received
from Project Partnerships                                (51,621)      (45,124)

Acquisition fees and expenses                            390,838       390,838 

Accumulated amortization of
acquisition fees and expenses                            (66,375)      (58,088)
                                                     ------------  ------------

Investments in
 Project Partnerships                                $   814,883   $ 1,350,923 
                                                     ============  ============
(1) Includes amounts representing accumulated accretion or
(amortization) of the difference between the book value of the
underlying assets of the Project Partnerships over or under the
purchase price.  At March 31, 1997 and 1996 these excess costs were
$205,718.
(2) In accordance with the Partnership's accounting policy to not
carry Investments in Project Partnerships below zero, cumulative
suspended losses of $145,935 for the year ended March 31, 1997 and
cumulative suspended losses of $25,114 for the year ended March 31,
1996 are not included.
<PAGE>
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

   As of March 31, 1997, the Partnership had acquired an interest
in 23 Project Partnerships for the Series which own and operate
government assisted multi-family housing complexes.  The
Partnership, as the Investor Limited Partner pursuant to the
Project Partnership Agreements has generally acquired an ownership
interest of 99% in these Project Partnerships.
   The following is a summary of Investments in Project Partnerships
as of:
                                                        MARCH 31,     MARCH 31,
                                                           1997         1996   
SERIES 3                                               ----------    ----------

Capital Contributions to Project
Partnerships (purchase price paid
for limited partner interests in
Project Partnerships)                                $ 3,888,713   $ 3,888,713 

Accumulated accretion/(amortization) of
the difference in the book value of
underlying assets of the Project
Partnerships over/under purchase
price (1)                                                 41,993        33,947 

Cumulative equity in losses of
Project Partnerships (2)                              (3,623,613)   (3,337,760)

Cumulative distributions received
from Project Partnerships                               (143,977)     (110,740)

Acquisition fees and expenses                            491,746       491,746 

Accumulated amortization of
acquisition fees and expenses                            (70,673)      (64,243)
                                                     ------------  ------------

Investments in
 Project Partnerships                                $   584,189   $   901,663 
                                                     ============  ============

(1) Includes amounts representing accumulated accretion or
(amortization) of the difference between the book value of the
underlying assets of the Project Partnerships over or under the
purchase price.  At March 31, 1997 and 1996 these excess costs were
$213,147.
(2) In accordance with the Partnership's accounting policy to not
carry Investments in Project Partnerships below zero, cumulative
suspended losses of $569,390 for the year ended March 31, 1997 and
cumulative suspended losses of $226,112 for the year ended March
31, 1996 are not included.
<PAGE>
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

   As of March 31, 1997, the Partnership had acquired an interest
in 29 Project Partnerships for the Series which own and operate
government assisted multi-family housing complexes.  The
Partnership, as the Investor Limited Partner pursuant to the
Project Partnership Agreements has generally acquired an ownership
interest of 99% in these Project Partnerships.
   The following is a summary of Investments in Project Partnerships
as of:
                                                        MARCH 31,     MARCH 31,
                                                           1997         1996   
SERIES 4                                               ----------    ----------

Capital Contributions to Project
Partnerships (purchase price paid
for limited partner interests in
Project Partnerships)                                $ 4,952,519   $ 4,952,519 

Accumulated accretion/(amortization) of
the difference in the book value of
underlying assets of the Project
Partnerships over/under purchase
price (1)                                                 74,647        60,437 

Cumulative equity in losses of
Project Partnerships (2)                              (4,003,381)   (3,368,203)

Cumulative distributions received
from Project Partnerships                                (76,251)      (59,283)

Acquisition fees and expenses                            562,967       562,967 

Accumulated amortization of
acquisition fees and expenses                            (87,182)      (74,927)
                                                     ------------  ------------
Investments in
 Project Partnerships                                $ 1,423,319   $ 2,073,510 
                                                     ============  ============

(1) Includes amounts representing accumulated accretion or
(amortization) of the difference between the book value of the
underlying assets of the Project Partnerships over or under the
purchase price.  At March 31, 1997 these excess costs were $411,863
and at March 31, 1996 these excess costs were $430,637.
(2) In accordance with the Partnership's accounting policy to not
carry Investments in Project Partnerships below zero, cumulative
suspended losses of $106,365 for the year ended March 31, 1997 and
cumulative suspended losses of $11,440 for the year ended March 31,
1996 are not included.
<PAGE>
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

   As of March 31, 1997, the Partnership had acquired an interest
in 36 Project Partnerships for the Series which own and operate
government assisted multi-family housing complexes.  The
Partnership, as the Investor Limited Partner pursuant to the
Project Partnership Agreements has generally acquired an ownership
interest of 99% in these Project Partnerships.
   The following is a summary of Investments in Project Partnerships
as of:
                                                        MARCH 31,     MARCH 31,
                                                           1997         1996   
SERIES 5                                               ----------    ----------
   
Capital Contributions to Project
Partnerships (purchase price paid
for limited partner interests in
Project Partnerships)                                $ 6,164,472   $ 6,164,472 

Accumulated accretion/(amortization) of
the difference in the book value of
underlying assets of the Project
Partnerships over/under purchase
price (1)                                                 33,149        27,015 

Cumulative equity in losses of
Project Partnerships (2)                              (4,378,628)   (3,466,663)

Cumulative distributions received
from Project Partnerships                               (105,135)      (84,871)

Acquisition fees and expenses                            650,837       650,837 

Accumulated amortization of
acquisition fees and expenses                            (96,063)      (78,922)
                                                     ------------  ------------

Investments in
 Project Partnerships                                $ 2,268,632   $ 3,211,868 
                                                     ============  ============

(1) Includes amounts representing accumulated accretion or
(amortization) of the difference between the book value of the
underlying assets of the Project Partnerships over or under the
purchase price.  At March 31, 1997 and 1996 these excess costs were
$214,636.
(2) In accordance with the Partnership's accounting policy to not
carry Investments in Project Partnerships below zero, cumulative
suspended losses of $25,401 for the year ended March 31, 1997 and
cumulative suspended losses of $0 for the year ended March 31, 1996
are not included.
<PAGE>
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

   As of March 31, 1997, the Partnership had acquired an interest
in 38 Project Partnerships for the Series which own and operate
government assisted multi-family housing complexes.  The
Partnership, as the Investor Limited Partner pursuant to the
Project Partnership Agreements has generally acquired an ownership
interest of 99% in these Project Partnerships.
   The following is a summary of Investments in Project Partnerships
as of:
                                                        MARCH 31,     MARCH 31,
                                                           1997         1996   
SERIES 6                                               ----------    ----------

Capital Contributions to Project
Partnerships (purchase price paid
for limited partner interests in
Project Partnerships)                                $ 7,462,215   $ 7,462,215 

Accumulated accretion/(amortization) of
the difference in the book value of
underlying assets of the Project
Partnerships over/under purchase
price (1)                                                 (2,849)       (2,253)

Cumulative equity in losses of
Project Partnerships (2)                              (4,132,896)   (3,327,586)

Cumulative distributions received
from Project Partnerships                                (93,172)      (63,432)

Acquisition fees and expenses                            785,179       785,179 

Accumulated amortization of
acquisition fees and expenses                           (105,951)      (84,498)
                                                     ------------  ------------

Investments in
 Project Partnerships                                $ 3,912,526   $ 4,769,625 
                                                     ============  ============

(1) Includes amounts representing accumulated accretion or
(amortization) of the difference between the book value of the
underlying assets of the Project Partnerships over or under the
purchase price.  At March 31, 1997 and 1996 these excess costs were
($20,841).
(2) In accordance with the Partnership's accounting policy to not
carry Investments in Project Partnerships below zero, cumulative
suspended losses of $89,395 for the year ended March 31, 1997 and
cumulative suspended losses of $11,517 for the year ended March 31,
1996 are not included.
<PAGE>
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

   The following is a summary of Investments in Project
Partnerships:

                                                        MARCH 31,     MARCH 31,
                                                           1997         1996   
TOTAL SERIES 2 - 6                                     ----------    ----------

Capital Contributions to Project
Partnerships (purchase price paid
for limited partner interests in
Project Partnerships)                               $ 26,992,597  $ 26,992,597 

Accumulated accretion/(amortization) of
the difference in the book value of
underlying assets of the Project
Partnerships over/under purchase
price (1)                                                186,674       152,961 

Cumulative equity in losses of
Project Partnerships                                 (20,160,889)  (16,995,408)

Cumulative distributions received
from Project Partnerships                               (470,156)     (363,450)

Acquisition fees and expenses                          2,881,567     2,881,567 

Accumulated amortization of
acquisition fees and expenses                           (426,244)     (360,678)
                                                    ------------- -------------

Investments in
 Project Partnerships                               $  9,003,549  $ 12,307,589 
                                                    ============= =============



<PAGE>
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:

                                      1996            1995             1994    
SERIES 2                       -----------        ----------     --------------
SUMMARIZED BALANCE SHEETS
Assets:
   Current assets            $  1,604,887      $  1,422,846       $  1,227,646 
   Investment properties,
      net                      22,550,031        23,440,185         24,354,185 
   Other assets                       770             2,731              5,582 
                             -------------     -------------      -------------
     Total assets            $ 24,155,688      $ 24,865,762       $ 25,587,413 
                             =============     =============      =============
Liabilities and Partners' Equity
   Current liabilities       $    475,053      $    467,189       $    553,699 
   Long-term debt              23,263,436        23,307,700         23,318,249 
                             -------------     -------------      -------------
     Total liabilities         23,738,489        23,774,889         23,871,948 

Partners' Equity
   Limited Partner                340,514           997,378          1,525,449 
   General Partners                76,685            93,495            190,016 
                             -------------     -------------       ------------
                                  417,199         1,090,873          1,715,465 
     Total liabilities and
     partners' equity        $ 24,155,688      $ 24,865,762       $ 25,587,413 
                             =============     =============      =============
SUMMARIZED STATEMENTS OF OPERATIONS:
Rental and other income      $  3,877,838      $  3,769,724       $  3,697,671 
Expenses:
   Operating expenses           1,505,411         1,360,644          1,347,826 
   Interest expense             2,087,442         2,069,305          2,085,887 
   Depreciation and
     amortization                 939,525           959,697            970,876 
                             -------------     -------------      -------------
     Total expenses             4,532,378         4,389,646          4,404,589 

       Net loss              $   (654,540)     $   (619,922)      $   (706,918)
                             =============     =============      =============
   Other partners' share
    of net loss              $     (6,544)     $    (57,697)      $     (7,071)
   Partnership's share
    of net loss              $   (647,996)     $   (562,225)      $   (699,847)
     Suspended loss               120,821            25,114                  0 
                             -------------     -------------      -------------
   Equity in Loss of
      Project Partnerships   $   (527,175)     $   (537,111)      $   (699,847)
                             =============     =============      =============
As of December 31, 1996, the largest Project Partnership
constituted 12.2% and 13.6%, and as of December 31, 1995 the
largest Project Partnership constituted 12.3% and 13.7% of the
combined total assets by series and combined total revenues by
series, respectively.    

<PAGE>
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:

                                      1996            1995             1994    
SERIES 3                       -----------        ----------     --------------
SUMMARIZED BALANCE SHEETS
Assets:
   Current assets            $  1,983,148      $  1,836,034       $  1,772,802 
   Investment properties,
      net                      19,791,394        20,657,451         21,463,028 
   Other assets                   225,290           231,762            242,374 
                             -------------     -------------      -------------
     Total assets            $ 21,999,832      $ 22,725,247       $ 23,478,204 
                             =============     =============      =============
Liabilities and Partners' Equity
   Current liabilities       $    496,156      $    466,740       $    551,949 
   Long-term debt              21,846,525        21,901,006         21,947,967 
                             -------------     -------------      -------------
     Total liabilities         22,342,681        22,367,746         22,499,916 

Partners' Equity
   Limited Partner               (680,352)          (17,911)           610,805 
   General Partners               337,503           375,412            367,483 
                             -------------     -------------       ------------
                                 (342,849)          357,501            978,288 
     Total liabilities and
     partners' equity        $ 21,999,832      $ 22,725,247       $ 23,478,204 
                             =============     =============      =============
SUMMARIZED STATEMENTS OF OPERATIONS:
Rental and other income      $  3,860,435      $  3,785,907       $  3,790,124 
Expenses:
   Operating expenses           1,543,041         1,443,838          1,357,999 
   Interest expense             2,029,124         2,023,990          2,072,627 
   Depreciation and
     amortization                 925,984           940,084            973,197 
                             -------------     -------------      -------------
     Total expenses             4,498,149         4,407,912          4,403,823 

       Net loss              $   (637,714)     $   (622,005)      $   (613,699)
                             =============     =============      =============
   Other partners' share
    of net loss              $     (8,583)     $     (9,145)      $      1,456 
   Partnership's share
    of net loss              $   (629,131)     $   (612,860)      $   (615,155)
     Suspended loss               343,278           190,864             35,248 
                             -------------     -------------      -------------
   Equity in Loss of
      Project Partnerships   $   (285,853)     $   (421,996)      $   (579,907)
                             =============     =============      =============
As of December 31, 1996, the largest Project Partnership
constituted 7.5% and 6.5%, and as of December 31, 1995 the largest
Project Partnership constituted 7.4% and 6.3% of the combined total
assets by series and combined total revenues by series,
respectively.    

<PAGE>
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:

                                      1996            1995             1994    
SERIES 4                       -----------        ----------     --------------
SUMMARIZED BALANCE SHEETS
Assets:
   Current assets            $  1,953,151      $  1,843,416       $  1,712,216 
   Investment properties,
      net                      26,300,477        27,277,952         28,303,182 
   Other assets                     9,547            10,644             12,852 
                             -------------     -------------      -------------
     Total assets            $ 28,263,175      $ 29,132,012       $ 30,028,250 
                             =============     =============      =============
Liabilities and Partners' Equity
   Current liabilities       $    586,126      $    623,562       $    697,174 
   Long-term debt              26,621,848        26,667,967         26,743,281 
                             -------------     -------------      -------------
     Total liabilities         27,207,974        27,291,529         27,440,455 

Partners' Equity
   Limited Partner                801,544         1,551,613          2,235,019 
   General Partners               253,657           288,870            352,776 
                             -------------     -------------       ------------
                                1,055,201         1,840,483          2,587,795 
     Total liabilities and
     partners' equity        $ 28,263,175      $ 29,132,012       $ 30,028,250 
                             =============     =============      =============
SUMMARIZED STATEMENTS OF OPERATIONS:
Rental and other income      $  4,496,298      $  4,453,375       $  4,393,027 
Expenses:
   Operating expenses           1,846,670         1,806,691          1,645,623 
   Interest expense             2,330,476         2,320,449          2,397,253 
   Depreciation and
     amortization               1,043,887         1,047,484          1,063,024 
                             -------------     -------------      -------------
     Total expenses             5,221,033         5,174,624          5,105,900 

       Net loss              $   (724,735)     $   (721,249)      $   (712,873)
                             =============     =============      =============
   Other partners' share
    of net loss              $      5,368      $    (64,944)      $    (18,147)
   Partnership's share
    of net loss              $   (730,103)     $   (656,305)      $   (694,726)
     Suspended loss                94,925            11,440                  0 
                             -------------     -------------      -------------
   Equity in Loss of
      Project Partnerships   $   (635,178)     $   (644,865)      $   (694,726)
                             =============     =============      =============
As of December 31, 1996, the largest Project Partnership
constituted 5.9% and 5.7%, and as of December 31, 1995 the largest
Project Partnership constituted 5.9% and 5.8% of the combined total
assets by series and combined total revenues by series,
respectively.    

<PAGE>
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:

                                      1996            1995             1994    
SERIES 5                       -----------        ----------     --------------
SUMMARIZED BALANCE SHEETS
Assets:
   Current assets            $  2,490,991      $  2,177,936       $  1,983,020 
   Investment properties,
      net                      32,973,118        34,303,980         35,493,982 
   Other assets                     1,056             3,876             15,052 
                             -------------     -------------      -------------
     Total assets            $ 35,465,165      $ 36,485,792       $ 37,492,054 
                             =============     =============      =============
Liabilities and Partners' Equity
   Current liabilities       $    814,225      $    776,819       $  1,016,261 
   Long-term debt              32,902,094        32,969,419         33,030,862 
                             -------------     -------------      -------------
     Total liabilities         33,716,319        33,746,238         34,047,123 

Partners' Equity
   Limited Partner              1,770,278         2,675,680          3,496,164 
   General Partners               (21,432)           63,874            (51,233)
                             -------------     -------------       ------------
                                1,748,846         2,739,554          3,444,931 
     Total liabilities and
     partners' equity        $ 35,466,165      $ 36,485,792       $ 37,492,054 
                             =============     =============      =============
SUMMARIZED STATEMENTS OF OPERATIONS:
Rental and other income      $  5,464,443      $  5,378,749       $  5,295,875 
Expenses:
   Operating expenses           2,241,929         1,990,169          1,903,192 
   Interest expense             2,788,862         2,819,869          2,804,829 
   Depreciation and
     amortization               1,380,487         1,219,766          1,423,401 
                             -------------     -------------      -------------
     Total expenses             6,411,278         6,029,804          6,131,422 

       Net loss              $   (946,835)     $   (651,055)      $   (835,547)
                             =============     =============      =============
   Other partners' share
    of net loss              $     (9,469)     $     49,072       $    (96,251)
   Partnership's share
    of net loss              $   (937,366)     $   (700,127)      $   (739,296)
     Suspended loss                25,401                 0                  0 
                             -------------     -------------      -------------
   Equity in Loss of
      Project Partnerships   $   (911,965)     $   (700,127)      $   (739,296)
                             =============     =============      =============
As of December 31, 1996, the largest Project Partnership
constituted 8.1% and 7.9%, and as of December 31, 1995 the largest
Project Partnership constituted 8.0% and 7.9% of the combined total
assets by series and combined total revenues by series,
respectively.    

<PAGE>
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:

                                      1996            1995             1994    
SERIES 6                       -----------        ----------     --------------
SUMMARIZED BALANCE SHEETS
Assets:
   Current assets            $  2,723,043      $  2,426,332       $  2,038,027 
   Investment properties,
      net                      37,084,577        38,474,916         39,885,897 
   Other assets                    16,953            28,774             46,328 
                             -------------     -------------      -------------
     Total assets            $ 39,824,573      $ 40,930,022       $ 41,970,252 
                             =============     =============      =============
Liabilities and Partners' Equity
   Current liabilities       $    905,627      $    976,499       $  1,108,370 
   Long-term debt              35,857,657        35,963,608         36,062,397 
                             -------------     -------------      -------------
     Total liabilities         36,763,284        36,940,107         37,170,767 

Partners' Equity
   Limited Partner              3,184,723         4,124,702          4,850,592 
   General Partners              (123,434)         (134,787)           (51,107)
                             -------------     -------------       ------------
                                3,061,289         3,989,915          4,799,485 
     Total liabilities and
     partners' equity        $ 39,824,573      $ 40,930,022       $ 41,970,252 
                             =============     =============      =============
SUMMARIZED STATEMENTS OF OPERATIONS:
Rental and other income      $  5,752,444      $  5,656,081       $  5,503,738 
Expenses:
   Operating expenses           2,230,157         2,049,620          1,950,723 
   Interest expense             2,938,880         2,927,990          2,877,638 
   Depreciation and
     amortization               1,477,003         1,437,632          1,564,347 
                             -------------     -------------      -------------
     Total expenses             6,646,040         6,415,242          6,392,708 

       Net loss              $   (893,596)     $   (759,161)      $   (888,970)
                             =============     =============      =============
   Other partners' share
    of net loss              $    (10,408)     $    (36,658)      $    (13,947)
   Partnership's share
    of net loss              $   (883,188)     $   (722,503)      $   (875,023)
     Suspended loss                77,878            11,517                  0 
                             -------------     -------------      -------------
   Equity in Loss of
      Project Partnerships   $   (805,310)     $   (710,986)      $   (875,023)
                             =============     =============      =============
As of December 31, 1996, the largest Project Partnership
constituted 7.0% and 6.7%, and as of December 31, 1995 the largest
Project Partnership constituted 7.0% and 6.7% of the combined total
assets by series and combined total revenues by series,
respectively.    

<PAGE>
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:

                                   1997              1996              1994    
TOTAL SERIES 2-6               -----------        ----------     --------------
SUMMARIZED BALANCE SHEETS
Assets:
   Current assets            $ 10,755,220      $  9,706,564       $  8,733,711 
   Investment properties,
      net                     138,699,597       144,154,484        149,500,274 
   Other assets                   253,616           277,787            322,188 
                             -------------     -------------      -------------
     Total assets            $149,708,433      $154,138,835       $158,556,173 
                             =============     =============      =============
Liabilities and Partners' Equity
   Current liabilities       $  3,277,187      $  3,310,809       $  3,927,453 
   Long-term debt             140,491,560       140,809,700        141,102,756 
                             -------------     -------------      -------------
     Total liabilities        143,768,747       144,120,509        145,030,209 

Partners' Equity
   Limited Partner              5,416,707         9,331,462         12,718,029 
   General Partners               522,979           686,864            807,935 
                             -------------     -------------       ------------
                                5,939,686        10,018,326         13,525,964 
     Total liabilities and
     partners' equity        $149,708,433      $154,138,835       $158,556,173 
                             =============     =============      =============
SUMMARIZED STATEMENTS OF OPERATIONS:
Rental and other income      $ 23,451,458      $ 23,043,836       $ 22,680,435 
Expenses:
   Operating expenses           9,367,208         8,650,962          8,205,363 
   Interest expense            12,174,784        12,161,603         12,238,234 
   Depreciation and
     amortization               5,766,886         5,604,663          5,994,845 
                             -------------     -------------      -------------
     Total expenses            27,308,878        26,417,228         26,438,442 

       Net loss              $ (3,857,420)     $ (3,373,392)      $ (3,758,007)
                             =============     =============      =============
   Other partners' share
    of net loss              $    (29,636)     $   (119,372)      $   (133,960)
   Partnership's share
    of net loss              $ (3,827,784)     $ (3,254,020)      $ (3,624,047)
     Suspended loss               662,303           238,935             35,248 
                             -------------     -------------      -------------
   Equity in Loss of
      Project Partnerships   $ (3,165,481)     $ (3,015,085)      $ (3,588,799)
                             =============     =============      =============
<PAGE>
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:
                                                            
                                      1997            1996             1995    
SERIES 2                       -----------        ----------     --------------

Net Loss per Financial
  Statements                 $   (582,633)     $   (591,355)      $   (756,064)

Equity in Losses of Project
Partnerships for tax purposes
less than (in excess of)
losses for financial 
statement purposes               (260,440)         (161,662)           (42,854)

Adjustments to convert March 31,
fiscal year end to 
December 31, taxable year 
end                                (1,569)           (1,153)              (672)

Items Expensed for Financial
Statement purposes not
expenses for Tax purposes:
  Asset Management Fee             35,831            35,373             40,700 
  Amortization Expense              4,458             6,347              5,298 
                             -------------     -------------      -------------
Partnership loss for tax
purposes as of
December 31                  $   (804,353)     $   (712,450)      $   (753,592)
                             =============     =============      =============

Federal Low Income            December 31,      December 31,       December 31,
Housing Tax Credits               1996              1995                1994   
                              ------------      ------------       ------------

                             $   1,031,197     $   1,030,475      $   1,030,475
                             =============     =============      =============
<PAGE>
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:
                                                            
                                      1997            1996             1995    
SERIES 3                       -----------        ----------     --------------

Net Loss per Financial
  Statements                 $   (341,282)     $   (470,880)      $   (640,203)

Equity in Losses of Project
Partnerships for tax purposes
less than (in excess of)
losses for financial 
statement purposes               (401,234)         (259,712)           (79,751)

Adjustments to convert March 31,
fiscal year end to 
December 31, taxable year 
end                                 5,884            (9,853)              (374)

Items Expensed for Financial
Statement purposes not
expenses for Tax purposes:
  Asset Management Fee             23,595            27,250             34,835 
  Amortization Expense             (6,985)            7,998              7,576 
                             -------------     -------------      -------------
Partnership loss for tax
purposes as of
December 31                  $   (720,022)     $   (705,197)      $   (677,917)
                             =============     =============      =============

Federal Low Income            December 31,      December 31,       December 31,
Housing Tax Credits               1996              1995                1994   
                              ------------      ------------       ------------

                             $     972,146     $     969,257      $     967,994
                             =============     =============      =============
<PAGE>
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:
                                                            
                                      1997            1996             1995    
SERIES 4                       -----------        ----------     --------------

Net Loss per Financial
  Statements                 $   (696,010)     $   (705,639)      $   (758,528)

Equity in Losses of Project
Partnerships for tax purposes
less than (in excess of)
losses for financial 
statement purposes               (289,799)         (238,452)          (154,906)

Adjustments to convert March 31,
fiscal year end to 
December 31, taxable year 
end                                (1,830)           (1,631)            (1,218)

Items Expensed for Financial
Statement purposes not
expenses for Tax purposes:
  Asset Management Fee             34,607            37,087             42,017 
  Amortization Expense              2,340             5,283              4,597 
                             -------------     -------------      -------------
Partnership loss for tax
purposes as of
December 31                  $   (950,692)     $   (903,352)      $   (868,038)
                             =============     =============      =============

Federal Low Income            December 31,      December 31,       December 31,
Housing Tax Credits               1996              1995                1994   
                              ------------      ------------       ------------

                             $   1,177,678     $   1,177,678      $   1,175,921
                             =============     =============      =============
<PAGE>
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:
                                                            
                                      1997            1996             1995    
SERIES 5                       -----------        ----------     --------------

Net Loss per Financial
  Statements                 $   (997,362)     $   (781,436)      $   (817,018)

Equity in Losses of Project
Partnerships for tax purposes
less than (in excess of)
losses for financial 
statement purposes               (137,165)         (238,351)           (90,158)

Adjustments to convert March 31,
fiscal year end to 
December 31, taxable year 
end                                  (330)              369                403 

Items Expensed for Financial
Statement purposes not
expenses for Tax purposes:
  Asset Management Fee             36,383            34,228             46,030 
  Amortization Expense             12,854            11,505             14,372 
                             -------------     -------------      -------------
Partnership loss for tax
purposes as of
December 31                  $ (1,085,620)     $   (973,685)      $   (846,371)
                             =============     =============      =============

Federal Low Income            December 31,      December 31,       December 31,
Housing Tax Credits               1996              1995                1994   
                              ------------      ------------       ------------

                             $   1,433,003     $   1,432,379      $   1,412,102
                             =============     =============      =============
<PAGE>
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:
                                                            
                                      1997            1996             1995    
SERIES 6                       -----------        ----------     --------------

Net Loss per Financial
  Statements                 $   (915,827)     $   (821,024)      $   (987,087)

Equity in Losses of Project
Partnerships for tax purposes
less than (in excess of)
losses for financial 
statement purposes               (292,116)         (349,531)          (250,067)

Adjustments to convert March 31,
fiscal year end to 
December 31, taxable year 
end                                   319            (1,658)            (4,099)

Items Expensed for Financial
Statement purposes not
expenses for Tax purposes:
  Asset Management Fee             53,770            60,312             72,030 
  Amortization Expense             22,377            23,661             24,781 
                             -------------     -------------      -------------
Partnership loss for tax
purposes as of
December 31                  $ (1,131,477)     $ (1,088,240)      $ (1,144,442)
                             =============     =============      =============

Federal Low Income            December 31,      December 31,       December 31,
Housing Tax Credits               1996              1995                1994   
                              ------------      ------------       ------------

                             $   1,688,064     $   1,687,904      $   1,650,439
                             =============     =============      =============
<PAGE>
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:
                                                            
                                      1997            1996             1995    
TOTAL SERIES 2-6               -----------        ----------     --------------

Net Loss per Financial
  Statements                 $ (3,533,114)     $ (3,370,334)      $ (3,958,900)

Equity in Losses of Project
Partnerships for tax purposes
less than (in excess of)
losses for financial 
statement purposes             (1,380,754)       (1,247 708)          (617,736)

Adjustments to convert March 31,
fiscal year end to 
December 31, taxable year 
end                                 2,474           (13,926)            (5,960)

Items Expensed for Financial
Statement purposes not
expenses for Tax purposes:
  Asset Management Fee            184,186           194,250            235,612 
  Amortization Expense             35,044            54,794             56,624 
                             -------------     -------------      -------------
Partnership loss for tax
purposes as of
December 31                  $ (4,692,164)     $ (4,382,924)      $ (4,290,360)
                             =============     =============      =============

The difference in the total value of the Partnership's Investment
in Project Partnerships is approximately $880,000 higher for Series
2, $715,000 higher for Series 3, $1,300,000 higher for Series 4,
$740,000 higher for Series 5 and $990,000 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.<PAGE>
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, 1996 and 1995,
and the related statements of operations, partners' equity and cash
flows for the years then ended.  These financial statements are the
responsibility of the Partnership's management.  Our responsibility
is to express an opinion on these financial statements based on our
audits.

We conducted our audits in accordance with generally accepted
auditing Standards 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, 1996
and 1995, and the results of its operations and its cash flows for
the years then ended in conformity with generally accepted
accounting principles.

In accordance with Government Auditing Standards, we have also
issued  reports dated January 31, 1997 on our consideration of
Springwood Apartments Limited Partnership internal control
structure and compliance with laws and regulations.


/s/ Vincent & Voss
Certified Public Accountants

January 31, 1997
<PAGE>
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, 1996 and
1995, and the related statements of operations, partners' equity 
and cash flows for the years then ended.  These financial
statements are the responsibility of the Partnership's management. 
Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted
auditing Standards 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, 1996
and 1995, and the results of its operations and its cash flows for
the years then ended in conformity with generally accepted
accounting principles.

In accordance with Government Auditing Standards, we have also
issued  reports dated January 30, 1997 on our consideration of
Cherrytree Apartments Limited Partnership internal control
structure and compliance with laws and regulations.


/s/ Vincent & Voss
Certified Public Accountants

January 30, 1997
<PAGE>
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, 1996 and 
1995, and the related statements of operations, partners' equity 
and cash flows for the years then ended.  These financial
statements are the responsibility of the Partnership's management. 
Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted
auditing Standards 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, 1996 and 1995, and 
the results of its operations and its cash flows for the years then
ended in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also
issued  reports dated January 23, 1997 on our consideration of
Wynnwood Commons Associates internal control structure and
compliance with laws and regulations.


/s/ Vincent & Voss

January 23, 1997
<PAGE>
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, 1996 and 1995,
and the related statements of operations, partners' equity and cash
flows for the years then ended.  These financial statements are the
responsibility of the Partnership's management.  Our responsibility
is to express an opinion on these financial statements based on our
audits.

We conducted our audits in accordance with generally accepted
auditing Standards 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, 1996 and
1995, and the results of its operations and its cash flows for the
years then ended in conformity with generally accepted accounting
principles.

In accordance with Government Auditing Standards, we have also
issued  reports dated January 28, 1997 on our consideration of
Stony Creek Commons Limited Partnership's internal control
structure and compliance with laws and regulations.


/s/ Vincent & Voss

January 28, 1997
<PAGE>
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 
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, 1996 and 1995, 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
Richland Elderly Housing, Ltd. as of December 31, 1996 and 1995, 
and the results of its operations and its cash flows for the years
then ended in conformity with generally accepted accounting
principles.

In accordance with Government Auditing Standards, we have also
issued a report dated January 24, 1997 on our consideration of the
Richland Elderly Housing, Ltd.'s  internal control structure and a
report dated January 24, 1997 on its compliance with laws and
regulations.


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

January 24, 1997
<PAGE>
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 
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, 1996 and 1995, 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 Pearson
Elderly Housing, Ltd. as of December 31, 1996 and 1995, and the
results of its operations and its cash flows for the years then
ended in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also
issued a report dated January 24, 1997 on our consideration of the
Pearson Elderly Housing, Ltd.'s  internal control structure and a
report dated January 24, 1997 on its compliance with laws and
regulations.


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

January 24, 1997
<PAGE>
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 
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, 1996 and 1995, 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 Lake 
Park Apartments, Ltd. as of December 31, 1996 and 1995, and the
results of its operations and its cash flows for the years then
ended in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also
issued a report dated January 24, 1997 on our consideration of the
Lake Park Apartments, Ltd.'s  internal control structure and a
report dated January 24, 1997 on its compliance with laws and
regulations.


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

January 24, 1997
<PAGE>
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 
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, 1996 and 1995, 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
Lakeland Elderly Housing, Ltd. as of December 31, 1996 and 1995, 
and the results of its operations and its cash flows for the years
then ended in conformity with generally accepted accounting
principles.

In accordance with Government Auditing Standards, we have also
issued a report dated January 24, 1997 on our consideration of the
Lakeland Elderly Housing, Ltd.'s  internal control structure and a
report dated January 24, 1997 on its compliance with laws and
regulations.


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

January 24, 1997
<PAGE>
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, 1996 and 1995, 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, 1996 and 1995,
and the results of its operations and its cash flows for the years
then ended in conformity with generally accepted accounting
principles.

In accordance with Government Auditing Standards, we have also
issued a report dated January 24, 1997 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 24, 1997
<PAGE>
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, 1996 and 1995, 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, 1996 and 1995, and the
results of its operations and its cash flows for the years then
ended in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also
issued a report dated January 24, 1997 on our consideration of
Manchester Housing, Ltd.'s  internal control structure and a report
dated January 24, 1997 on its compliance with laws and regulations.


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

January 24, 1997
<PAGE>
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
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, 1996 and 1995, 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
Heritage Villas, L.P. as of December 31, 1996 and 1995, and the
results of its operations and its cash flows for the years then
ended in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also
issued  reports dated February 7, 1997 on our consideration of
Heritage Villas, L.P.'s internal control structure and its
compliance with laws and regulations.


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

February 7, 1997
<PAGE>
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, 1996 and 1995, 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, 1996 and 1995, and the results
of its operations and its cash flows for the years then ended in 
conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also
issued a report dated January 24, 1997 on our consideration of the
Crisp Properties, L.P.'s  internal control structure and a report
dated January 24, 1997 on its compliance with laws and regulations.


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

January 24, 1997
<PAGE>
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, 1996 and 1995, 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, 1996 and
1995, and the results of its operations and its cash flows for the
years then ended in conformity with generally accepted accounting
principles.

In accordance with Government Auditing Standards, we have also
issued a report dated January 24, 1997 on our consideration of the
Blackshear Apartments, L.P.'s  internal control structure and a
report dated January 24, 1997 on its compliance with laws and
regulations.


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

January 24, 1997
<PAGE>
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 
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, 1996 and 1995, 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, 1996 and 1995, and
the results of its operations and its cash flows for the years then
ended in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also
issued a report dated January 24, 1997 on our consideration of
Crawford Rental Housing, L.P.'s  internal control structure and a
report dated January 24, 1997 on its compliance with laws and
regulations.


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

January 24, 1997
<PAGE>
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 
Shellman Housing, L.P.
(A Limited Partnership)
Valdosta, Georgia

We have audited the accompanying balance sheets of Shellman
Housing, L.P. (A Limited Partnership), Federal ID No.: 58-1917615,
as of December 31, 1996 and 1995, 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, 1996 and 1995, and the
results of its operations and its cash flows for the years then
ended in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also
issued a report dated January 24, 1997 on our consideration of the
Shellman Housing L.P.'s  internal control structure and a report 
dated January 24, 1997 on its compliance with laws and regulations.


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

January 24, 1997
<PAGE>
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 
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, 1996 and 1995, 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
Greensboro Properties, L.P., Phase II as of December 31, 1996 and
1995, and the results of its operations and its cash flows for the
years then ended in conformity with generally accepted accounting
principles.

In accordance with Government Auditing Standards, we have also
issued a report dated January 24, 1997 on our consideration of the
Greensboro Properties, L.P., Phase II's  internal control structure
and a report dated January 24, 1997 on its compliance with laws and
regulations.


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

January 24, 1997
<PAGE>
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 
Pine Terrace Apartments, L.P.
Valdosta, Georgia

We have audited the accompanying balance sheets of Pine Terrace
Apartments, L.P. (A Limited Partnership), Federal ID No.: 58-
1918382, as of December 31, 1996 and 1995, 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 Pine 
Terrace Apartments, L.P.. as of December 31, 1996 and 1995, and the
results of its operations and its cash flows for the years then
ended in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also
issued a report dated January 24, 1997 on our consideration of the
Pine Terrace Apartments, L.P.'s  internal control structure and a
report dated January 24, 1997 on its compliance with laws and
regulations.


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

January 24, 1997
<PAGE>
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 
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, 1996 and 1995, 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 Dawson
Elderly, L.P. as of December 31, 1996 and 1995, and the results of
its operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also
issued a report dated January 24, 1997 on our consideration of
Dawson Elderly, L.P.'s internal control structure and  compliance
with laws and regulations.


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

January 24, 1997
<PAGE>
Habif, Arogeti & Wynne, P.C.
1073 West Peachtree Street, N.E.
Atlanta, GA 30367
PHONE:  404-892-9651
FAX:  404-876-4328

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

We conducted our audits in accordance with generally accepted
auditing Standards and 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 audits provide a reasonable
basis for our opinion.

In accordance with Government Auditing Standards, we have also
issued a report dated February 23, 1997 on our consideration of
PIEDMONT DEVELOPMENT COMPANY OF LAMAR COUNTY, LTD., L.P.'s internal
control structure and a report dated  February 23, 1997  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
PIEDMONT DEVELOPMENT COMPANY OF LAMAR COUNTY, LTD., (L.P.) as of 
December 31, 1996 and 1995, 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.



/s/ Habif, Arogeti & Wynne, P.C.
Atlanta, Georgia
February 23, 1997
<PAGE>
Donald W. Causey, CPA, P.C.
516 Walnut Street - P.O. Box 775
Gadsden, AL 35902
PHONE:  205-543-3707
FAX:  205-543-9800

                                   INDEPENDENT AUDITORS' REPORT
                                   ----------------------------
To the Partners 
Sylacauga Heritage Apartments Ltd.
Sylacauga, AL

I have audited the accompanying balance sheets of Sylacauga
Heritage Apartments, Ltd., a limited partnership, RHS Project No.:
01-061-631025601 as of December 31, 1996 and 1995, and the related
statements of operations, partners' capital and cash flows for the
years then ended. These financial statements are the responsibility
of the Partnership's management.  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 our 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
Sylacauga Heritage Apartments, Ltd., RHS Project No.: 01-061-
631025601 as of December 31, 1996 and 1995, and the results of its
operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.

The 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 through II for the year ended December 31, 1996 and
1995, 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 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 February 20, 1997 on my consideration of
Sylacauga Heritage Apartments, Ltd., internal control structure and
a report dated February 20, 1997 on its compliance with laws and 
regulations.


/s/ Donald W. Causey, CPA, P.C.

February 20, 1997
<PAGE>
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 
Logansport Seniors Apartments, A Louisiana Partnership in Commendam
Mansfield, Louisiana

We have audited the accompanying balance sheets of Logansport
Seniors Apartments, A Louisiana Partnership in Commendam at
December 31, 1996 and December 31, 1995, and the related statements
of income, partners' capital and cash flows for the years then
ended.  These financial statements are the responsibility of the 
Partnership's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted
auditing Standards 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, A Louisiana Partnership in Commendam
at December 31, 1996 and December 31, 1995, and the results of its
operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also
issued a report dated February 3, 1997 on our consideration of
Logansport Seniors Apartments' internal control structure and a
report dated February 3, 1997 on its compliance with laws and
regulations.


/s/ Cole, Evans & Peterson
Certified Public Accountants

February 3, 1997
<PAGE>
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, 
1996 and December 31, 1995, and the related statements of income,
partners' capital, and cash flows for the years then ended. These
financial statements are the responsibility of the Partnership's 
management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with generally accepted
auditing Standards 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, 1996 and December 31, 1995, and the results of its
operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also
issued a report dated February 3, 1997 on our consideration of
Tarpon Height Apartments' internal control structure and a report
dated February 3, 1997 on its compliance with laws and regulations.


/s/ Cole, Evans & Peterson

February 3, 1997
<PAGE>
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 
The Oaks Apartments,
A Louisiana Partnership in Commendam
Mansfield, Louisiana


We have audited the accompanying balance sheets of The Oaks
Apartments, A Louisiana Partnership in Commendam at December 31, 
1996 and December 31, 1995, and the related statements of income,
partners' capital, and cash flows for the years then ended. These
financial statements are the responsibility of the Partnership's 
management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with generally accepted
auditing Standards 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, A Louisiana Partnership in Commendam at December
31, 1996 and December 31, 1995, and the results of its operations
and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also
issued a report dated February 3, 1997 on our consideration of The
Oaks Apartments, A Louisiana Partnership in Commendam's internal 
control structure and a report dated February 3, 1997 on its
compliance with laws and regulations.


/s/ Cole, Evans & Peterson

February 3, 1997
<PAGE>
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, 1996 and December 31, 1995, and 
the related statements of income, partners' capital, and cash flows
for the years then ended. These financial statements are the
responsibility of the Partnership's management.  Our responsibility
is to express an opinion on these financial statements based on our
audits.

We conducted our audits in accordance with generally accepted
auditing Standards 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, 1996 and December 31,
1995, and the results of its operations and its cash flows for the
years then ended in conformity with generally accepted accounting
principles.

In accordance with Government Auditing Standards, we have also
issued a report dated February 4, 1997 on our consideration of
Sonora Seniors Apartments, Ltd.'s internal control structure and a
report dated February 4, 1997 on its compliance with laws and
regulations.


/s/ Cole, Evans & Peterson

February 4, 1997
<PAGE>
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 
Fredericksburg Seniors Apartments, Ltd.
Mansfield, Louisiana


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

We conducted our audits in accordance with generally accepted
auditing Standards 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. at December 31, 1996 and 
December 31, 1995, and the results of its operations and its cash
flows for the years then ended in conformity with generally
accepted accounting principles.

In accordance with Government Auditing Standards, we have also
issued a report dated February 3, 1997 on our consideration of
Fredericksburg Seniors Apartment's internal control structure and
a report dated February 3, 1997 on its compliance with laws and
regulations.


/s/ Cole, Evans & Peterson

February 3, 1997
<PAGE>
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 
Brackettville Seniors Apartments, Ltd.
Mansfield, Louisiana


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

We conducted our audits in accordance with generally accepted
auditing Standards 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. at December 31, 1996 and
December 31, 1995, and the results of its operations and its cash
flows for the years then ended in conformity with generally
accepted accounting principles.

In accordance with Government Auditing Standards, we have also
issued a report dated January 30, 1997 on our consideration of
Brackettville Seniors Apartments, LTD.'s internal control structure
and a report dated January 30, 1997 on its compliance with laws and
regulations.


/s/ Cole, Evans & Peterson

January 30, 1997
<PAGE>
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, 1996 and December 31, 1995, and 
the related statements of income, partners' capital, and cash flows
for the years then ended. These financial statements are the
responsibility of the Partnership's management.  Our responsibility
is to express an opinion on these financial statements based on our
audits.

We conducted our audits in accordance with generally accepted
auditing Standards 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, 1996 and December 31,
1995, and the results of its operations and its cash flows for the
years then ended in conformity with generally accepted accounting
principles.

In accordance with Government Auditing Standards, we have also
issued a report dated January 31, 1997 on our consideration of
Timpson Seniors Apartments' internal control structure and a report
dated January 31, 1997 on its compliance with laws and regulations.


/s/ Cole, Evans & Peterson

January 31, 1997
<PAGE>
Baird, Kurtz, & Dobson CPA
5000 Rogers Avenue, Suite 700
Ft. Smith, AR 72903
PHONE:  501-452-1040
FAX:  501-452-5542

                                   INDEPENDENT AUDITORS' REPORT
                                   ----------------------------
To the Partners of
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, 1996 and 1995, 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 U.S. General
Accounting Office. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements.  An audit also
includes 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, 1996 and 1995, and the results of its
operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also
issued a report dated February 21, 1997, on our consideration of 
the internal control structure of CHARLESTON PROPERTIES, A LIMITED
PARTNERSHIP, D/B/A WINGATE APARTMENTS and on its compliance with 
certain provisions of laws, regulations, contracts and grants.


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

February 21, 1997
<PAGE>
Baird, Kurtz, & Dobson CPA
5000 Rogers Avenue, Suite 700
Ft. Smith, AR 72903
PHONE:  501-452-1040
FAX:  501-452-5542

                                   INDEPENDENT AUDITORS' REPORT
                                   ----------------------------
To the Partners of
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, 1996 and 1995, 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 the standards for financial audits contained
in Government Auditing Standards issued by the U.S. General
Accounting Office. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements.  An audit also
includes 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, 1996 and 1995, and the results of
its operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also
issued our reports dated February 21, 1997, on our consideration of
the internal control structure of SALLISAW PROPERTIES II, A LIMITED
PARTNERSHIP, D/B/A MAYFAIR PLACE II APARTMENTS and on its
compliance with certain provisions of laws, regulations, contracts
and grants.


/s/ Baird, Kurtz, & Dobson CPA
February 21, 1997
<PAGE>
Baird, Kurtz, & Dobson CPA
5000 Rogers Avenue, Suite 700
Ft. Smith, AR 72903
PHONE:  501-452-1040
FAX:  501-452-5542

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

We have audited the accompanying balance sheets of POCOLA
PROPERTIES, A LIMITED PARTNERSHIP, D/B/A NORTH GATE APARTMENTS as
of December 31, 1996 and 1995, 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 the standards for financial audits contained
in Government Auditing Standards issued by the U.S. General
Accounting Office. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements.  An audit also
includes 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, 1996 and 1995, and the results of its operations 
and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also
issued a report dated February 17, 1997, on our consideration of 
the internal control structure of POCOLA PROPERTIES, A LIMITED
PARTNERSHIP, D/B/A NORTH GATE APARTMENTS and on its compliance with
certain provisions of laws, regulations, contracts and grants.


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

February 17, 1997

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

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

We have audited the accompanying balance sheets of POTEAU
PROPERTIES II, A LIMITED PARTNERSHIP, D/B/A NORTH POINTE APARTMENTS
as of December 31, 1996 and 1995, 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 U.S. General
Accounting Office. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements.  An audit also
includes 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, 1996 and 1995, and the results of its operations
and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also
issued a report dated February 26, 1997, on our consideration of 
the internal control structure of POTEAU PROPERTIES II, A LIMITED
PARTNERSHIP, D/B/A NORTH POINTE APARTMENTS and on its compliance 
with certain provisions of laws, regulations, contracts and grants.


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

February 26, 1997
<PAGE>
Baird, Kurtz, & Dobson CPA
5000 Rogers Avenue, Suite 700
Ft. Smith, AR 72903
PHONE:  501-452-1040
FAX:  501-452-5542

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

We have audited the accompanying balance sheets of NOWATA
PROPERTIES, A LIMITED PARTNERSHIP, D/B/A CROSS CREEK II APARTMENTS
as of December 31, 1996 and 1995, 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 U.S. General
Accounting Office. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements.  An audit also
includes 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, 1996 and 1995, and the results of its operations
and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also
issued our reports dated February 21, 1997, on our consideration of
the internal control structure of NOWATA PROPERTIES, A LIMITED
PARTNERSHIP, D/B/A CROSS CREEK II APARTMENTS and on its compliance
with certain provisions of laws, regulations, contracts and grants.


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

February 21, 1997
<PAGE>
Baird, Kurtz, & Dobson CPA
5000 Rogers Avenue, Suite 700
Ft. Smith, AR 72903
PHONE:  501-452-1040
FAX:  501-452-5542

                                   INDEPENDENT AUDITORS' REPORT
                                   ----------------------------
Partners 
Pocola Properties II, 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, 1996 and 1995, 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 U.S. General
Accounting Office. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements.  An audit also
includes 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, 1996 and 1995, and the results of its
operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also
issued a report dated February 21, 1997, on our consideration of 
the internal control structure of SALLISAW PROPERTIES, A LIMITED 
PARTNERSHIP, D/B/A MAYFAIR PLACE APARTMENTS and on its compliance
with certain provisions of laws, regulations, contracts and grants.


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

February 21, 1997
<PAGE>
Baird, Kurtz, & Dobson CPA
5000 Rogers Avenue, Suite 700
Ft. Smith, AR 72903
PHONE:  501-452-1040
FAX:  501-452-5542

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

We have audited the accompanying balance sheets of ROLAND
PROPERTIES II, A LIMITED PARTNERSHIP, D/B/A WOODLAND HILLS II
APARTMENTS as of December 31, 1996 and 1995, 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 U.S. General
Accounting Office. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements.  An audit also
includes 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, 1996 and 1995, and the results of its
operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also
issued a report dated February 21, 1997, on our consideration of 
the internal control structure of ROLAND PROPERTIES II, A LIMITED
PARTNERSHIP, D/B/A WOODLAND HILLS II APARTMENTS and on its
compliance with certain provisions of laws, regulations, contracts
and grants.


/s/ Baird, Kurtz, & Dobson CPA
February 21, 1997
<PAGE>
Baird, Kurtz, & Dobson CPA
5000 Rogers Avenue, Suite 700
Ft. Smith, AR 72903
PHONE:  501-452-1040
FAX:  501-452-5542

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

We have audited the accompanying balance sheets of SALLISAW
PROPERTIES, A LIMITED PARTNERSHIP, D/B/A MAYFAIR PLACE APARTMENTS
as of December 31, 1996 and 1995, 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 U.S. General
Accounting Office. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements.  An audit also
includes 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, 1996 and 1995, and the results of its
operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also
issued a report dated February 21, 1997, on our consideration of 
the internal control structure of SALLISAW PROPERTIES, A LIMITED 
PARTNERSHIP, D/B/A MAYFAIR PLACE APARTMENTS and on its compliance
with certain provisions of laws, regulations, contracts and grants.


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

February 21, 1997
<PAGE>
Baird, Kurtz, & Dobson CPA
5000 Rogers Avenue, Suite 700
Ft. Smith, AR 72903
PHONE:  501-452-1040
FAX:  501-452-5542

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

We have audited the accompanying balance sheets of STILWELL
PROPERTIES, A LIMITED PARTNERSHIP, D/B/A SKYWOOD APARTMENTS as of
December 31, 1996 and 1995, 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 U.S. General
Accounting Office. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements.  An audit also
includes 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, 1996 and 1995, and the results of its
operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also
issued a report dated February 26, 1997, on our consideration of 
the internal control structure of STILWELL PROPERTIES, A LIMITED 
PARTNERSHIP, D/B/A SKYWOOD APARTMENTS and on its compliance with 
certain provisions of laws, regulations, contracts and grants.


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

February 26, 1997
<PAGE>
Baird, Kurtz, & Dobson CPA
5000 Rogers Avenue, Suite 700
Ft. Smith, AR 72903
PHONE:  501-452-1040
FAX:  501-452-5542

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

We have audited the accompanying balance sheets of STILWELL
PROPERTIES II, A LIMITED PARTNERSHIP, D/B/A SKYWOOD II APARTMENTS
as of December 31, 1996 and 1995, 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 the standards for financial audits contained
in Government Auditing Standards issued by the U.S. General
Accounting Office. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements.  An audit also
includes 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, 1996 and 1995, and the results of its
operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also
issued a report dated February 26, 1997, on our consideration of 
the internal control structure of STILWELL PROPERTIES II, A LIMITED
PARTNERSHIP, D/B/A SKYWOOD II APARTMENTS and on its compliance with
certain provisions of laws, regulations, contracts and grants.


/s/ Baird, Kurtz, & Dobson CPA

February 26, 1997
<PAGE>
Baird, Kurtz, & Dobson CPA
5000 Rogers Avenue, Suite 700
Ft. Smith, AR 72903
PHONE:  501-452-1040
FAX:  501-452-5542

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

We have audited the accompanying balance sheets of WESTVILLE
PROPERTIES, A LIMITED PARTNERSHIP, D/B/A GREYSTONE PLACE APARTMENTS
as of December 31, 1996 and 1995, 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 the standards for financial audits contained
in Government Auditing Standards issued by the U.S. General
Accounting Office. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements.  An audit also
includes 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, 1996 and 1995, and the results of its
operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also
issued a report dated February 26, 1997, on our consideration of 
the internal control structure of WESTVILLE PROPERTIES, A LIMITED
PARTNERSHIP, D/B/A GREYSTONE PLACE APARTMENTS and on its compliance
with certain provisions of laws, regulations, contracts and grants.


/s/ Baird, Kurtz, & Dobson CPA

February 26, 1997
<PAGE>
Baird, Kurtz, & Dobson CPA
5000 Rogers Avenue, Suite 700
Ft. Smith, AR 72903
PHONE:  501-452-1040
FAX:  501-452-5542

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

We have audited the accompanying balance sheets of MILL CREEK 
PROPERTIES V, A LIMITED PARTNERSHIP, D/B/A MILL CREEK APARTMENTS V
as of December 31, 1996 and 1995, 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 the standards for financial audits contained
in Government Auditing Standards issued by the U.S. General
Accounting Office. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements.  An audit also
includes 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, 1996 and 1995, and the results of
its operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also
issued a report dated February 26, 1997, on our consideration of 
the internal control structure of MILL CREEK PROPERTIES V, A
LIMITED PARTNERSHIP, D/B/A MILL CREEK APARTMENTS V and on its
compliance with certain provisions of laws, regulations, contracts
and grants.


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

February 26, 1997
<PAGE>
Baird, Kurtz, & Dobson CPA
5000 Rogers Avenue, Suite 700
Ft. Smith, AR 72903
PHONE:  501-452-1040
FAX:  501-452-5542

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

We have audited the accompanying balance sheets of PARSONS
PROPERTIES, A LIMITED PARTNERSHIP, D/B/A SILVER STONE PLACE as of
December 31, 1996 and 1995, 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 the standards for financial audits contained
in Government Auditing Standards issued by the U.S. General
Accounting Office. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements.  An audit also
includes 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, 1996 and 1995, and the results of its operations and
its cash flows for the years then ended in conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also
issued a report dated February 21, 1997, on our consideration of 
the internal control structure of PARSONS PROPERTIES, A LIMITED
PARTNERSHIP, D/B/A SILVER STONE PLACE and on its compliance with 
certain provisions of laws, regulations, contracts and grants.


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

February 21, 1997
<PAGE>
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
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, 1996 and 1995, and the related 
statements of operations, partners' equity and cash flows for the
years then ended.  These financial statements are the
responsibility of the Partnership's management.  Our responsibility
is to express an opinion on these financial statements based on our
audits.

We conducted our audits in accordance with generally accepted
auditing Standards 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
Inverness Club, Ltd., L.P. as of December 31, 1996 and 1995, and 
the results of its operations and its cash flows for the years then
ended in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also
issued a report dated January 27, 1997 on our consideration of
Inverness Club, Ltd., L.P.'s internal control structure and a
report dated January 27, 1997 on its compliance with laws and
regulations.


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

January 27, 1997
<PAGE>
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,
1996 and 1995, and the related statements of operations, partners'
equity (deficit) and cash flows for the years then ended.  These 
financial statements are the responsibility of the Partnership's 
management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with generally accepted
auditing Standards 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, 1996 and 1995, and the results of its operations and
its cash flows for the years then ended in conformity with
generally accepted accounting principles.

Our 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 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 22, 1997 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, 1997
<PAGE>
Grana & Teibel, CPAs, P.C.
300 Corporate Parkway, Suite 116 North
Amherst, NY 14226
PHONE:  716-862-4270
FAX:  716-862-0007

                                   INDEPENDENT AUDITORS' REPORT
                                   ----------------------------
To The Partners of
Lewiston Limited Partnership
Case No. 37-32-161349932 and
RECD Housing Director
166 Washington Avenue
Batavia, New York 14020

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

We conducted our audits in accordance with generally accepted
auditing Standards 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, 1996 and 1995, and
the results of its operations and its cash flows for the years then
ended in conformity with generally accepted accounting principles.

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


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

January 22, 1997
<PAGE>
VanRheenen & Miller, Ltd. CPA
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 balance sheet of Lancaster House,
An Arkansas Limited Partnership, D/B/A Pebble Creek Apartments, as
of December 31, 1996 and 1995, and the related statements of
income, changes in owners' equity, and cash flows for the years
then ended.  These financial statements and the supplemental
financial information referred to above 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 provisions of
Office of Management and Budget (OMB) Circular A-128, 'Audits of 
State and Local Governments'.  Those standards and OMB Circular A-
128 require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the
financial statements.  An audit also includes 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
Lancaster House, An Arkansas Limited Partnership, D/B/A Pebble
Creek Apartments as of December 31, 1996 and 1995, and the results
of its operations and its cash flows for the years then ended in 
conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also
issued a report dated February 5, 1997 on our consideration of
Lancaster House, An Arkansas Limited Partnership, D/B/A Pebble
Creek Apartments' internal control structure and a report dated
February 5, 1997  on its compliance with laws and regulations.

Our audit was made for the purpose of forming an opinion on the
financial statements taken as a whole.  The accompanying financial
information listed as supplemental financial information in the
table of contents is presented for purposes of additional analysis
and is not a required part of the financial statements of Lancaster
House, An Arkansas Limited Partnership, D/B/A Pebble Creek
Apartments.  Such information has been subjected to the auditing 
procedures applied in the audits of the financial statements and,
in our opinion, is fairly presented in all material respects in
relation to the financial statements taken as a whole.


/s/ VanRheenen & Miller, Ltd. CPA
Certified Public Accountants

February 5, 1997
<PAGE>
Leavitt, Christensen & Co.
960 Broadway Avenue, Suite 505
Boise, ID 83706
PHONE:  208-336-8666
FAX:  208-336-8741

                                   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, 1996 and 1995,
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, 1996 and 1995, 
and the results of its operations and its cash flows for the years
then ended in conformity with generally accepted accounting
principles.

In accordance with Government Auditing Standards, we have also
issued  reports dated January 25, 1997 on our consideration of
Haines Associates Limited Partnership's internal control structure
and on its compliance with laws and regulations.

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


/s/ Leavitt, Christensen & Co.
Certified Public Accountants

January 25, 1997
<PAGE>
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, 1996 and 
1995, 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,
1996 and 1995, and the results of its operations and its cash flows
for the years then ended in conformity with generally accepted
accounting principles.

In accordance with Government Auditing Standards, we have also
issued a report dated January 31, 1997  on our consideration of
Woodcrest Associates of South Boston, VA, LTD's internal control 
structure and a report dated January 31, 1997  on its compliance 
with laws and regulations.


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

January 31, 1997
<PAGE>
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, D/B/A Norton Green Apartments, as of December
31, 1996 and 1995, and the related statements of operation,
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 Norton
Green Limited Partnership, D/B/A Norton Green Apartments as of
December 31, 1996 and 1995, and the results of its operations and
its cash flows for the years then ended in conformity with
generally accepted accounting principles.

My audits were made for the purpose of forming an opinion on the 
basic financial statements taken as a whole. The supplemental
information on page 12 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 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 February 15, 1997 on my consideration of
Norton Green Limited Partnership's internal control structure and
a report dated February 15, 1997 on its compliance with laws and
regulations applicable to the financial statements.


/s/ Thomas C. Cunningham, CPA PC
Bristol, Virginia

February 15, 1997
<PAGE>
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, D/B/A Jonesville Manor Apartments, as of
December 31, 1996 and 1995, and the related statements of
operation, 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
Jonesville Manor Limited Partnership, D/B/A Jonesville Manor
Apartments as of December 31, 1996 and 1995, and the results of its
operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.

My audits were made for the purpose of forming an opinion on the 
basic financial statements taken as a whole. The supplemental
information on page 12 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 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 February 15, 1997 on my consideration of
Jonesville Manor Limited Partnership's internal control structure
and a report dated February 15, 1997 on its compliance with laws
and regulations applicable to the financial statements.


/s/ Thomas C. Cunningham, CPA PC
Bristol, Virginia

February 15, 1997
<PAGE>
Thomas C. Cunningham, CPA PC
23 Moore Street
Bristol, VA 24201
PHONE:  540-669-5531
FAX:  540-669-5576

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

I have audited the accompanying balance sheets of Blacksburg
Terrace Limited Partnership, D/B/A Blacksburg Terrace Apartments,
as of December 31, 1996 and 1995, and the related statements of
operations, partners' equity and cash flows for the years then
ended. These financial statements are the responsibility of the
Partnership's management.  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. 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
Blacksburg Terrace Limited Partnership, D/B/A Blacksburg Terrace 
Apartments, of December 31, 1996 and 1995, 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 page 12 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 February 15, 1997 on my consideration of
Blacksburg Terrace Limited Partnership's internal control structure
and a report dated February 15, 1997 on its compliance with laws 
and regulations applicable to the financial statements


/s/ Thomas C. Cunningham, CPA PC
Certified Public Accountants
Bristol, Virginia
February 15, 1997
<PAGE>
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 of December 31, 1996 and 1995, and the related
statements of operations, partners' equity and cash flows for the
years then ended. These financial statements are the responsibility
of the Partnership's management.  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. 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, 1996 and 1995, 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 page 12 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 February 15, 1997 on my consideration of
Newport Village Limited Partnership's internal control structure 
and a report dated February 15, 1997 on its compliance with laws 
and regulations applicable to the financial statements


/s/ Thomas C. Cunningham, CPA PC
Certified Public Accountants
Bristol, Virginia
February 15, 1997
<PAGE>
Lou Ann Montey & Associates
2404 Rutland, Suite 104
Austin, TX 78758
PHONE:  512-338-0044
FAX:  512-338-5395

                                   INDEPENDENT AUDITORS' REPORT
                                   ----------------------------
To the Partners
Zapata Housing, Ltd.
(A Texas Limited Partnership)
Buret, TX

We have audited the accompanying balance sheets of Zapata Housing,
Ltd. (A Texas Limited Partnership), as of December 31, 1996 and
1995, 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 Zapata
Housing, Ltd.- (A Texas Limited Partnership) as of December 31,
1996 and 1995, and the results of its operations and its cash flows
for the years then ended in conformity with generally accepted
accounting principles.

In accordance with Government Auditing Standards, we have also
issued a report dated February 4, 1997 on our consideration of the
internal control structure of Zapata Housing, Ltd.- (A Texas
Limited Partnership) and a report dated February 4, 1997 on its
compliance with laws and regulations.


/s/ Lou Anne Montey & Associates
Certified Public Accountants
Austin, Texas
February 4, 1997
<PAGE>
Lou Anne Montey & Associates
2404 Rutland, Suite 104
Austin, TX 78758
PHONE:  512-338-0044
FAX:  512-338-5395

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

We have audited the accompanying balance sheets of Sinton
Retirement, Ltd. (A Texas Limited Partnership), as of December 31,
1996 and 1995, 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,
1996 and 1995, and the results of its operations and its cash flows
for the years then ended in conformity with generally accepted
accounting principles.

In accordance with Government Auditing Standards, we have also
issued a report dated February 5, 1997 on our consideration of the
internal control structure of Sinton Retirement, Ltd.- (A Texas
Limited Partnership) and a report dated February 5, 1997 on its
compliance with laws and regulations.


/s/ Lou Anne Montey & Associates
Certified Public Accountants
Austin, Texas
February 5, 1997
<PAGE>
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, 1996 and 1995,
and the related statements of income, changes in partners' capital
and cash flows for the years then ended.  These financial
statements are the responsibility of the Partnership's management. 
Our responsibility is to express an opinion on these financial
statements based on our 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 audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement.  An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements.  An audit also includes 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
Smithfield Greenbriar Limited Partnership as of December 31, 1996
and 1995, and the results of its operations, changes in partners'
capital and its cash flows for the years then ended in conformity
with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also
issued our reports dated February 10, 1997 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 10, 1997
<PAGE>
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, 1996 and 1995, and the
related statements of operations, partners' equity and cash flows
for the years then ended.  These financial statements are the
responsibility of the Partnership's management.  Our responsibility
is to express an opinion on these financial statements based on our
audits.

We conducted our audits in accordance with generally accepted
auditing Standards 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
Mountain Crest Limited Partnership as of December 31, 1996 and
1995, and the results of its operations and its cash flows for the
years then ended in conformity with generally accepted accounting
principles.

In accordance with Government Auditing Standards, we have also
issued  reports dated February 13, 1997 on our consideration of
Mountain Crest Limited Partnership's internal control structure and
its 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 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 13, 1997
<PAGE>
Berberich, Trahan and Co., P.A.
800 S.W. Jackson St., Suite 1300
Topeka, KS 66612
PHONE:  913-234-3427
FAX:  913-233-1768

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

We have audited the accompanying balance sheet of Pinecrest
Apartments II, FmHA Project No. 18-023-481065040 (wholly-owned by
Eudora Senior Housing, L.P., a limited Partnership) as of December
31, 1996, and the related statement of profit and loss, partners'
capital 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 statements based
on our audit  The financial statements of Pinecrest Apartments II
as of December 31, 1995 were audited by other auditors whose report
dated February 1, 1996, expressed an unqualified opinion on those
statements.

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
Pinecrest Apartments II, FmHA Project No. 18-023-481065040, as of
December 31, 1996 and the results of its operations, changes in
partners' capital and cash flows for the year then ended in
conformity with generally accepted accounting principles.

In accordance with government Auditing Standards, we have also
issued a report dated January 15, 1997 on our consideration of
Pinecrest Apartments II's internal control structure and a report
dated January 15, 1997 on its compliance with laws and regulations
applicable to the financial statements.


/s/ Berberich, Trahan and Co., P.A.
Certified Public Accountants

Topeka, Kansas
January 15, 1997
Audit Principal: John T. Berberich
IA Federal ID Number: 48-1066439
<PAGE>
Ralph C. Johnson & Company 
Mark Twain Tower
106 W. 11th Street, Suite 1630
Kansas City, Missouri 64105-1817
PHONE:  816-472-8900
FAX:  816-472-4633

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

We have audited the accompanying balance sheet of Pinecrest
Apartments II, FmHA Project No. 18-023-481065040 (wholly-owned by
Eudora Senior Housing, L.P., a limited Partnership) as of December
31, 1995 and 1994, and the related statement of profit and loss,
partners' capital 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
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
Pinecrest Apartments II, FmHA Project No. 18-023-481065040, as of
December 31, 1996 and the results of its operations, changes in
partners' capital and cash flows for the year then ended in
conformity with generally accepted accounting principles.

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 to 24 is presented for purposes of
additional analysis and is not a required part of the basic
financial statements.  The supplementary information presented for
the year ended December 31, 1995, is presented for purposes of
complying with the requirements of the Farmers Home Administration
and is also 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/ Ralph C. Johnson & Company
Kansas City
1 February 96
Our 25th Year

<PAGE>
Baird, Kurtz, & Dobson CPA
5000 Rogers Avenue, Suite 700
Ft. Smith, AR 72903
PHONE:  501-452-1040
FAX:  501-452-5542

                                   INDEPENDENT AUDITORS' REPORT
                                   ----------------------------
To the Partners of
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, 1996 and 1995, 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 the standards for financial audits contained
in Government Auditing Standards issued by the U.S. General
Accounting Office. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements.  An audit also
includes 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, 1996 and 1995, and the results of its
operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also
issued a report dated February 26, 1997, on our consideration of 
the internal control structure of SPRING HILL HOUSING L.P., A
LIMITED PARTNERSHIP, D/B/A SPRING HILL APARTMENTS and on its
compliance with certain provisions of laws, regulations, contracts
and grants.


/s/ Baird, Kurtz, & Dobson CPA

February 26, 1997
<PAGE>
Charles Bailly & Co.
100 North Phillips, Suite 800
Sioux Falls, SD 57102
PHONE:  605-339-1999
FAX:  605-339-1306

                                   INDEPENDENT AUDITORS' REPORT
                                   ----------------------------
To the Partners
Sunchase II, Ltd.
Watertown, SD

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

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

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of
Sunchase II, Ltd. as of December 31, 1996 and 1995, and the results
of its operations and its cash flows for the years then ended in 
conformity with generally accepted accounting principles.

Our 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.  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 7, 1997 on our consideration of
Sunchase II, Ltd.s internal control structure and a report dated
February 7, 1997 on its compliance with laws and regulations.


/s/ Charles Bailly & Co.
Certified Public Accountants
Sioux Falls, South Dakota
February 7, 1997
<PAGE>
Charles Bailly & Co.
100 North Phillips, Suite 800
Sioux Falls, SD 57102
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, 1996 and 1995, 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 audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial 
statements.  An audit also includes 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, 1996 and 1995, and the results
of its operations and its cash flows for the years then ended in 
conformity with generally accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole.  The supplementary
information on pages 15 and 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 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 7, 1997 on our consideration of
Courtyard, Ltd.'s internal control structure and a report dated
February 7, 1997 on its compliance with laws and regulations.


/s/ Charles Bailly & Co.
Certified Public Accountants
Sioux Falls, South Dakota
February 7, 1997
<PAGE>
Charles Bailly & Co.
100 North Phillips, Suite 800
Sioux Falls, SD 57102
PHONE:  605-339-1999
FAX:  605-339-1306

                                   INDEPENDENT AUDITORS' REPORT
                                   ----------------------------
To the Partners
Sunrise, Ltd.
Yanton, South Dakota

We have audited the accompanying balance sheets of Sunrise Ltd. (A
Limited Partnership), as of December 31, 1996 and 1995, 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 audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial 
statements.  An audit also includes 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, 1996 and 1995, and the results of
its operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.

Our 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.  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 7, 1997 on our consideration of
Sunrise, Ltd.'s internal control structure and a report dated
February 7, 1997 on its compliance with laws and regulations.


/s/ Charles Bailly & Co.
Sioux Falls, South Dakota
February 7, 1997
<PAGE>
Johnson, Hickey & Murchison, P.C.
651 East Fourth Street,  Suite 200
Chattanooga, TN 37403
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, 1996 and 1995, 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 audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial 
statements.  An audit also includes 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, 1996 and 1995, 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 a report dated January 22, 1997 on our consideration of the
Partnership's internal control structure and our report dated
January 22, 1997,  on its compliance with laws and regulations
applicable to the basic financial statements.


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

January 22, 1997
<PAGE>
Donald W. Causey, CPA, P.C.
516 Walnut Street - P.O. Box 775
Gadsden, AL 35902
PHONE:  205-543-3707
FAX:  205-543-9800

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

I have audited the accompanying balance sheets of Hazlehurst Manor
L.P., a limited partnership, RHS Project No.: 28-015-64083081 as of
December 31, 1996 and 1995, and the related statements of
operations, partners' capital and cash flows for the years then
ended. These financial statements are the responsibility of the
Partnership's management.  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
Hazlehurst Manor, L.P., RHS Project No.: 28-015-64083081 as of
December 31, 1996 and 1995, and the results of its operations and
its cash flows for the years then ended in conformity with
generally accepted accounting principles.

The audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole.  The supplemental
information on pages 9 through 12 is presented for purposes of
additional analysis and is not a required part of the basic
financial statements.  The supplemental information presented in 
the Multiple Family Housing Borrower Balance Sheet (Form FmHA 1930-
8) Parts I through II for the year ended December 31, 1996 and
1995, 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 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 February 19, 1997 on my consideration of
Hazlehurst Manor, L.P.'s internal control structure and a report 
dated February 19, 1997 on its compliance with laws and
regulations.


/s/ Donald W. Causey, CPA, P.C.

February 19, 1997
<PAGE>
Donald W. Causey, CPA, P.C.
516 Walnut Street - P.O. Box 775
Gadsden, AL 35902
PHONE:  205-543-3707
FAX:  205-543-9800

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

I have audited the accompanying balance sheets of Lakeshore
Apartments, Ltd., a limited partnership, RHS Project No.: 01-044-
631014228 as of December 31, 1996 and 1995, and the related
statements of operations, partners' capital and cash flows for
the years then ended. These financial statements are the
responsibility of the Partnership's management. 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 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
Lakeshore Apartments, Ltd., RHS Project No.: 01-044-631014228 as of
December 31, 1996 and 1995, and the results of its operations and
its cash flows for the years then ended in conformity with
generally accepted accounting principles.

The 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 through II for the year ended December 31, 1996 and
1995, 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 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 February 23, 1997 on my consideration of
Lakeshore Apartments, Ltd., internal control structure and a report
dated February 23, 1997 on its compliance with laws and
regulations.


/s/ Donald W. Causey, CPA, P.C.

February 23, 1997
<PAGE>
Donald W. Causey, CPA, P.C.
516 Walnut Street - P.O. Box 775
Gadsden, AL 35902
PHONE:  205-543-3707
FAX:  205-543-9800

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

I have audited the accompanying balance sheets of Countrywood
Apartments, Ltd., a limited partnership, RHS Project No.: 01-004-
630943678 as of December 31, 1996 and 1995, and the related
statements of operations, partners' capital and cash flows for the
years then ended. These financial statements are the responsibility
of the Partnership's management.  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
Countrywood Apartments, Ltd., RHS Project No.: 01-004-630943678 as
of December 31, 1996 and 1995, and the results of its operations 
and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

The 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 through II for the year ended December 31, 1996 and
1995, 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 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 February 22, 1997 on my consideration of
Countrywood Apartments, Ltd., internal control structure and a
report dated February 22, 1997 on its compliance with laws and
regulations.


/s/ Donald W. Causey, CPA, P.C.

February 22, 1997
<PAGE>
Donald W. Causey, CPA, P.C.
516 Walnut Street - P.O. Box 775
Gadsden, AL 35902
PHONE:  205-543-3707
FAX:  205-543-9800

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

I have audited the accompanying balance sheets of Wildwood
Apartments, Ltd., a limited partnership, RHS Project No.: 22-040-
630954515 as of December 31, 1996 and 1995, and the related
statements of operations, partners' capital and cash flows for the
years then ended. These financial statements are the responsibility
of the Partnership's management.  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
Wildwood Apartments, Ltd., RHS Project No.: 22-040-630954515 as of
December 31, 1996 and 1995, and the results of its operations and
its cash flows for the years then ended in conformity with
generally accepted accounting principles.

The 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 through II for the year ended December 31, 1996 and
1995, 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 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 February 24, 1997 on my consideration of
Wildwood Apartments, Ltd., internal control structure and a report
dated February 24, 1997 on its compliance with laws and
regulations.


/s/ Donald W. Causey, CPA, P.C.

February 24, 1997
<PAGE>
Donald W. Causey, CPA, P.C.
516 Walnut Street - P.O. Box 775
Gadsden, AL 35902
PHONE:  205-543-3707
FAX:  205-543-9800

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

I have audited the accompanying balance sheets of Meadowcrest
Apartments, Ltd., a limited partnership, RHS Project No.: 01-021-
631047203 as of December 31, 1996 and 1995, and the related
statements of operations, partners' capital and cash flows for the
years then ended. These financial statements are the responsibility
of the Partnership's management.  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
Meadowcrest Apartments, Ltd., RHS Project No.: 01-021-631047203 as
of December 31, 1996 and 1995, and the results of its operations 
and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

The 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 through II for the year ended December 31, 1996 and
1995, 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 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 February 23, 1997 on my consideration of
Meadowcrest Apartments, Ltd., internal control structure and a
report dated February 23, 1997 on its compliance with laws and
regulations.


/s/ Donald W. Causey, CPA, P.C.

February 23, 1997
<PAGE>
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

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

We conducted our audits in accordance with generally accepted
auditing Standards 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 audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement.  An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements.  An audit also includes 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 Seneca
Apartments, L.P. (A Limited Partnership) as of December 31, 1996 
and 1995, and the results of its operations and its cash flows for
the years then ended in conformity with generally accepted
accounting principles.

In accordance with GOVERNMENT AUDITING STANDARDS, we have also
issued our reports dated February 7, 1997 on our consideration of
Seneca Apartments, L.P.'s internal control structure and on its
compliance with laws and regulations.


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

February 7, 1997
<PAGE>
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

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

We conducted our audits in accordance with generally accepted
auditing Standards 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 audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement.  An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements.  An audit also includes 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
Carthage Seniors, L.P. (A Limited Partnership) as of December 31,
1996 and 1995, and the results of its operations and its cash flows
for the years then ended in conformity with generally accepted
accounting principles.

In accordance with GOVERNMENT AUDITING STANDARDS, we have also
issued a report dated February 6, 1997  on our consideration of
Carthage Seniors, L.P.'s internal control and on its compliance
with laws and regulations.


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

February 6, 1997
<PAGE>
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

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

We conducted our audits in accordance with generally accepted
auditing Standards 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 audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement.  An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements.  An audit also includes 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
Southwest City Apartments, L.P. (A Limited Partnership) as of
December 31, 1996 and 1995, and the results of its operations and
its cash flows for the years then ended in conformity with
generally accepted accounting principles.

In accordance with GOVERNMENT AUDITING STANDARDS, we have also
issued a report dated February 7, 1997  on our consideration of
Southwest City Apartments, L.P.'s internal control and on its
compliance with laws and regulations.


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

February 7, 1997
<PAGE>
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

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

We conducted our audits in accordance with generally accepted
auditing Standards 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 audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement.  An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements.  An audit also includes 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
Pineville Apartments, L.P. (A Limited Partnership) as of December
31, 1996 and 1995, and the results of its operations and its cash
flows for the years then ended in conformity with generally
accepted accounting principles.

In accordance with GOVERNMENT AUDITING STANDARDS, we have also
issued a report dated February 7, 1997  on our consideration of
Pineville Apartments, L.P.'s internal control and on its compliance
with laws and regulations.


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

February 7, 1997
<PAGE>
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

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

We conducted our audits in accordance with generally accepted
auditing Standards 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 audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement.  An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements.  An audit also includes 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 Monett
Seniors, L.P. (A Limited Partnership) as of December 31, 1996 and
1995, and the results of its operations and its cash flows for the
years then ended in conformity with generally accepted accounting
principles.

In accordance with GOVERNMENT AUDITING STANDARDS, we have also
issued a report dated February 7, 1997  on our consideration of
Monett Seniors, L.P.'s internal control and on its compliance with
laws and regulations.


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

February 7, 1997
<PAGE>
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 of
Columbus Seniors, L.P.
Joplin, Missouri


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

We conducted our audits in accordance with generally accepted
auditing Standards 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 audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement.  An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements.  An audit also includes 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
Columbus Seniors, L.P. (A Limited Partnership) as of December 31,
1996 and 1995, and the results of its operations and its cash flows
for the years then ended in conformity with generally accepted
accounting principles.

In accordance with GOVERNMENT AUDITING STANDARDS, we have also
issued a report dated February 27, 1997 on our consideration of
Columbus Seniors, L.P.'s internal control and on its compliance
with laws and regulations.


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

February 27,1997
<PAGE>
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

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

We conducted our audits in accordance with generally accepted
auditing Standards 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 audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement.  An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements.  An audit also includes 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 Arma 
Seniors, L.P. (A Limited Partnership) as of December 31, 1996 and
1995, and the results of its operations and its cash flows for the
years then ended in conformity with generally accepted accounting
principles.

In accordance with GOVERNMENT AUDITING STANDARDS, we have also
issued a report dated February 6, 1997  on our consideration of
Arma Seniors, L.P.'s internal control and on its compliance with 
laws and regulations.


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

February 6, 1997
<PAGE>
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, 1996, and the related statements of income, partners'
equity, and cash flows for the year 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, 1996, and the
results of its operations and its cash flows for the year then
ended in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, I have also
issued a report dated February 24, 1997 on my consideration of
Yorkshire Retirement Village's internal control structure and a
report dated February 24, 1997 on its compliance with laws and
regulations.


/s/ Suellen Doubet, CPA
Wagoner, OK  74467
February 24, 1997
<PAGE>
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, 1995 and 1994, and the related statements of income,
partners' equity, and cash flows for the year 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, 1995 and 1994, and
the results of its operations and its cash flows for the year then
ended in conformity with generally accepted accounting principles.

My audit was made for the purpose of forming an opinion on the
basic financial statements taken as a whole.  The supplemental
information is presented for purposes of additional analysis and is
not a required part of the basic financial statements.  The
supplementary information, The Schedule of Maintenance Expenses has
been subjected to the audit procedures applied in the audit of the
basic financial statements and, in my opinion, if 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 February 24, 1997 on my consideration of
Yorkshire Retirement Village's internal control structure and a
report dated February 24, 1997 on its compliance with laws and
regulations.


/s/ Suellen Doubet, CPA
Wagoner, OK  74467
February 29, 1996
<PAGE>
Chester 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

We have audited the accompanying balance sheets of Rural
Development Group, d/b/a Ashland Estates, (a limited partnership)
as of December 31, 1996 and 1995, and the related statements of
operations, partners' equity (deficit) and cash flows for the years
then ended.  These financial statements are the responsibility of
the Partnership's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted
auditing Standards 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
Rural Development Group, d/b/a Ashland Estates as of December 31,
1996 and 1995, 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  reports dated February 7, 1997 on our consideration of
Rural Development Group, d/b/a Ashland Estates' internal control 
structure and compliance with laws and regulations.


/s/ Chester Kearney, CPA
Presque Isle, Maine
February 7, 1997
<PAGE>
Richard A. Strauss
1310 Lady Street, 9th Floor
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, 1996 and 1995, 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, 1996 and 1995,
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, I have also
issued a report dated February 5, 1997, on my consideration of
Scarlett Oaks Limited Partnership's internal control and a report
dated February 5, 1997 on its compliance with laws and regulations.

This report is intended for the information of management and the
Department of Agriculture, Rural Economic and Community
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 5, 1997
<PAGE>
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 
Brookshill Apartments, L.P.

We have audited the accompanying balance sheets of Brookshill
Apartments L.P., RHS Project No.: 10-061-581953696, as of December
31, 1996 and 1995, and the related statements of operations,
partners' equity (deficit) and cash flows for the years then ended. 
These financial statements are the responsibility of the
Partnership's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted
auditing Standards 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
Brookshill Apartments L.P., RHS Project No.: 10-061-581953696, as
of December 31, 1996 and 1995, and the results of its operations 
and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

Our 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 17 is presented for purposes of
additional analysis and is not a required part of the basic
financial statements. Such information has been subjected to the 
auditing procedures applied in the 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 February 1, 1997 on our consideration of
Brookshill Apartments, L.P.'s internal control structure and on its
compliance with laws and regulations.


/s/ Reznick, Fedder & Silverman
Certified Public Accountants
Atlanta, Georgia
February 1, 1997
<PAGE>
K.B. Parrish & Company
151 North 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 accompanying balance sheets of Village
Apartments of Seymour II, L.P. (A Limited Partnership), as of
December 31, 1996 and 1995, and the related statements of
operations, changes in partnership 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, 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 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, 1996 and 1995, and
the results of its operations, changes in partnership 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 21, 1997 on our consideration of the
partnership's internal control structure and a report dated January
21, 1997  on its compliance with laws and regulations.

Respectfully submitted,

/s/ K.B. Parrish & Company
Certified Public Accountants
January 21, 1997
<PAGE>
Scheiner, Mister & Grandizio, P.A.
1301 York Road, Suite 705
Lutherville, MD 21093
PHONE:  410-494-0885
FAX:  410-321-9024

                                   INDEPENDENT AUDITORS' REPORT
                                   ----------------------------
To the Partners 
Frazer Elderly Limited Partnership
Reisterstown, Maryland

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

We conducted our audits in accordance with generally accepted
auditing Standards 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, 1996 and 1995, and
the results of its operations, changes in partners' capital, and 
cash flows for the years then ended in conformity with generally 
accepted accounting principles.

In accordance with Government Auditing Standards, we have also
issued a report dated January 14, 1997  on our consideration of the
Partnership's internal control structure and a report dated January
14, 1997 on its compliance with laws and regulations.


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

January 14, 1997
<PAGE>
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, 1996 and 1995, 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, 1996 and 1995, 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 15, 1997 on our consideration of
Bryan Senior Village Limited Partnership's internal control
structure and a report dated January 15, 1997 on its compliance
with specific requirements applicable to Rural Development Services
programs.


/s/ Larry C. Stemen CPA & Associates
Certified Public Accountants
Columbus, Ohio
January 15, 1997
<PAGE>
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, 1996
and 1995, 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, 1996 and 1995, 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 15, 1997 on our consideration of
Brubaker Square Limited Partnership's internal control structure 
and a report dated January 15, 1997 on its compliance with specific
requirements applicable to Rural Development Services programs.


/s/ Larry C. Stemen CPA & Associates
Certified Public Accountants
Columbus, Ohio
January 15, 1997
<PAGE>
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, 1996
and 1995, 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,
1996 and 1995, 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 15, 1997 on our consideration of
Villa Allegra Limited Partnership's internal control structure and
a report dated January 15, 1997 on its compliance with specific
requirements applicable to Rural Development Services programs.


/s/ Larry C. Stemen CPA & Associates
Certified Public Accountants
Columbus, Ohio
January 15, 1997
<PAGE>
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
Logan Place Limited Partnership
(A 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, FmHA Case No. 41-037-341643639, as of December 31, 1996
and 1995, and the related income statements, changes in partners'
equity (deficit) and cash flows for the years ended December 31, 
1996 and 1995.  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 Logan
Place Limited Partnership (A Limited Partnership), DBA Logan Place
Apartments, FmHA Case No. 41-037-341643639, at December 31, 1996 
and 1995, and the results of its operations, changes in partners'
equity (deficit),and cash flows for the years ended December 31, 
1996 and 1995, 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. 41-037-341643639.  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 15, 1997 on our consideration of
Logan Place Limited Partnership's internal control structure and a
report dated January 15, 1997 on its compliance with specific
requirements applicable to Rural Development Services programs.


/s/ Larry C. Stemen CPA & Associates
Certified Public Accountants
Columbus, Ohio
January 15, 1997
<PAGE>
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 RRH, Ltd.

We have audited the accompanying basic financial statements of
Flagler Beach Villas RRH, Ltd. as of and for the years ended
December 31, 1996 and 1995, 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 Government Auditing Standards issued by the
Comptroller General of the United States.  Those standards require
that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial 
statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as 
well as evaluating the overall financial statement presentation. 
We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the basic financial statements referred to above 
present fairly, in all material respects, the financial position of
Flagler Beach Villas RRH, Ltd. as of December 31, 1996 and 1995, 
and the results of its operations and its cash flows for the years
then ended in conformity with generally accepted accounting
principles.

Our 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 9 to 15 is presented for the
purposes of additional analysis and is not a required part of the
basic financial statements.  The information on pages 9 to 14 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 15, 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.


In accordance with Government Auditing Standards, we have also
issued a report dated February 3, 1997  on our consideration of
Flagler Beach Villas R.R.H., Ltd.'s internal control structure and
a report dated February 3, 1997  on its compliance with laws and 
regulations.


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

February 3, 1997
<PAGE>
Smith, Lambright & Assoc.
P.O. Box 912 - 505 E. Tyler
Athens, TX 75751
PHONE:  903-675-5674
FAX:  903-675-5676

                                   INDEPENDENT AUDITORS' REPORT
                                   ----------------------------
To the Partners 
Elkhart Apartments Limited
700 South Palestine
Athens, Texas 75751

We have audited the Balance Sheet and Statements of Income and
Expenses, Changes in Partners' Equity (Deficit), and Cash Flows of
Elkhart Apartments Limited as of December 31, 1996 and 1995, and 
for the years then ended.  These financial statements are the
responsibility of 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, 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 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 Elkhart
Apartments Limited as of December 31, 1996 and 1995, and the
results of its operations and its cash flows for the years then
ended, in conformity with generally accepted accounting principles.

Our audits were conducted for the purpose of forming an opinion on
the financial statements taken as a whole. The schedules and
supplemental letter listed in the table of contents are presented
for purposes of additional analysis and are not a required part of
the financial statements of Elkhart Apartments Limited.  Such
information has been subjected to the auditing procedures applied
in the audit of the financial statements and, in our opinion, is 
fairly presented in all material respects in relation to the
financial statements taken as a whole.

In accordance with Government Auditing Standards, we have also
issued a report dated February 19, 1997 on our consideration of
Elkhart Apartments Limited's internal control structure and a
report dated February 19, 1997 on its compliance with laws and
regulations.


/s/ Smith, Lambright & Assoc.
Certified Public Accountants

February 19, 1997
<PAGE>
Smith, Lambright & Assoc.
P.O. Box 912 - 505 E. Tyler
Athens, TX 75751
PHONE:  903-675-5674
FAX:  903-675-5676

                                   INDEPENDENT AUDITORS' REPORT
                                   ----------------------------
To the Partners
South Timber Ridge Apartments, Ltd.
700 South Palestine
Athens, TX

We have audited the Balance Sheet and Statements of Income and
Expenses, Changes in Partners' Equity (Deficit), and Cash Flows of
South Timber Ridge Apartments, Ltd. as of December 31, 1996 and
1995, and 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 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 audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement.  An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements.  An audit also includes 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 al material respects, the financial position of South 
Timber Ridge Apartments, Ltd. as of December 31, 1996 and 1995, and
the results of its operations and its cash flows for the years then
ended, in conformity with generally accepted accounting principles.

Our audits were conducted for the purpose of forming an opinion`on
the financial statements taken as a whole.  The schedules and
supplemental letter listed in the table of contents are presented
for purposes of additional analysis and are not a required part of
the financial statements of South Timber Ridge Apartments, Ltd.
Such information has been subjected to the auditing procedures
applied in the audit of the financial statements and, in our
opinion, is fairly presented in all material respects in relation
to the financial statements taken as a whole.

In accordance with Government Auditing Standards, we have also
issued a report dated February 7, 1997 on our consideration of
South Timber Ridge Apartments, Ltd.'s internal control structure 
and a report dated February 7, 1997 on its compliance with laws and
regulations.


/s/ Smith, Lambright & Assoc.
Certified Public Accountants

February 7, 1997
<PAGE>
Smith, Lambright & Assoc.
P.O. Box 912 - 505 E. Tyler
Athens, TX 75751
PHONE:  903-675-5674
FAX:  903-675-5676

                                   INDEPENDENT AUDITORS' REPORT
                                   ----------------------------
To the Partners
Heritage Drive South, Limited
700 South Palestine
Athens, TX

We have audited the Balance Sheet and Statements of Income and
Expenses, Changes in Partners' Equity (Deficit), and Cash Flows of
Heritage Drive South, Limited as of December 31, 1996 and 1995, and
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 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 audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement.  An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements.  An audit also includes 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 Drive South, Limited as of December 31, 1996 and 1995, and
the results of its operations and its cash flows for the years then
ended, in conformity with generally accepted accounting principles.

Our audits were conducted for the purpose of forming an opinion`on
the financial statements taken as a whole.  The schedules and
supplemental letter listed in the table of contents are presented
for purposes of additional analysis and are not a required part of
the financial statements of Heritage Drive South, Limited. Such
information has been subjected to the auditing procedures applied
in the audit of the financial statements and, in our opinion, is 
fairly presented in all material respects in relation to the
financial statements taken as a whole.

In accordance with Government Auditing Standards, we have also
issued a report dated February 13, 1997 on our consideration of
Heritage Drive South, Limited's internal control structure and a 
report dated February 13, 1997 on its compliance with laws and
regulations.


/s/ Smith, Lambright & Assoc.
Certified Public Accountants

February 13, 1997
<PAGE>
Miller, Mayer, Sullivan & Stevens
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, 1996 and 1995, 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
Goodwater Falls, Ltd. as of December 31, 1996 and 1995, and the
results of its operations and its cash flows for the years then
ended in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also
issued reports dated January 27, 1997  on our consideration of
Goodwater Falls, Ltd.'s internal control structure and compliance
with laws and regulations.

Our audits were conducted for the purpose of forming an opinion on
the basic financial statements taken as a whole. The 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
Certified Public Accountants
Lexington, Kentucky

January 27, 1997
<PAGE>
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 53, 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.

   Alan L. Weiner, age 36, is a Vice President and a Director.  He
   is a Senior Vice President of Raymond James & Associates, Inc.
   which he joined in 1983.  Mr. Weiner earned an MBA from the
   Wharton Business School (1983) and is a Phi Beta Kappa graduate
   of the University of Florida (1981), where he received a BS with
   high honors.

   J. Davenport Mosby, age 41, 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.  Mr. Mosby is the head of the real estate
   investment banking group and the Limited Partnership Trading
   Desk.

   Teresa L. Barnes, age 50, 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 34, 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, 1997.

   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, 1997, 1996 and 1995 the General
Partners and affiliates are entitled to compensation and
reimbursement for costs and expenses incurred by Gateway as
follows:

  Acquisition Fees - Acquisition fees are paid for services
rendered by the Managing General Partner in selecting properties
for acquisition and providing other services in connection with the
acquisition of interests in Project Partnerships.  The acquisition
fees paid or payable to the General Partners will not exceed the
amount that is equal to 8% of the gross proceeds.  The fees paid
are included in Investments in Project Partnerships on the Balance
Sheets.

                   1997                  1996                   1995
                   ----                  ----                   ----

Series 2        $     0              $      0              $       0
Series 3              0                     0                      0
Series 4              0                     0                      0
Series 5              0                     0                 13,602
Series 6              0                     0                      0
                -------              --------              ---------
  Total         $     0              $      0              $  13,602
                =======              ========              =========

  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.

  Series 2     $ 68,889            $   68,998              $  69,024
  Series 3       63,792                63,927                 64,043
  Series 4       78,270                78,384                 78,571
  Series 5       96,844                97,010                 97,163
  Series 6      107,403               107,665                107,910
               --------             ---------              ---------
  Total        $415,198             $ 415,984              $ 416,711
               ========             =========              =========

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

  Series 2     $  6,792            $    6,812              $   8,330
  Series 3        7,102                 7,104                  8,709
  Series 4        8,953                 8,978                 10,456
  Series 5       11,114                11,144                 13,682
  Series 6       11,732                11,765                 14,388
               --------             ---------               --------
  Total        $ 45,693             $  45,803              $  55,565
               ========             =========              =========
<PAGE>
                                              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 Part-
               nership 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

<PAGE>
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, 1996
                                                      SERIES 2
Apartment Properties

                                                          # of       Mtg.Loan
Partnership                   Location                   Units         Balance
                                                              
Claxton Elderly               Claxton, GA                  24     $   662,704 
Deerfield II                  Douglas, GA                  24         706,899 
Hartwell Family               Hartwell, GA                 24         710,354 
Cherrytree Apts.              Albion, PA                   33       1,207,892 
Springwood Apts.              Westfield, NY                32       1,261,960 
Lakeshore Apts.               Tuskegee, AL                 34       1,061,022 
Lewiston                      Lewiston, NY                 25       1,006,457 
Charleston                    Charleston, AR               32         849,369 
Sallisaw II                   Sallisaw, OK                 47       1,205,414 
Pocola                        Pocola, OK                   36         994,156 
Inverness Club                Inverness, FL                72       3,005,900 
Pearson Elderly               Pearson, GA                  25         639,211 
Richland Elderly              Richland, GA                 33         873,564 
Lake Park                     Lake Park, GA                48       1,495,448 
Woodland Terrace              Waynesboro, GA               30         893,521 
Mt. Vernon Elderly            Mt. Vernon, GA               21         578,182 
Lakeland Elderly              Lakeland, GA                 29         787,512 
Prairie Apartments            Eagle Butte, SD              21         982,285 
Sylacauga Heritage            Sylacauga, AL                44       1,394,990 
Manchester Housing            Manchester, GA               49       1,467,278 
Durango C.W.W.                Durango, CO                  24       1,039,101 
Columbus Sr.                  Columbus, KS                 16         440,217 
                                                                  ----------- 
Total Series 2                                                    $23,263,436 

<PAGE>
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, 1996
                                                      SERIES 3

                                                          # of       Mtg.Loan
Partnership                   Location                   Units         Balance
                                                              
Poteau II                     Poteau, OK                   52     $ 1,315,799 
Sallisaw                      Sallisaw, OK                 52       1,321,118 
Nowata Properties             Oolagah, OK                  32         862,820 
Waldron Properties            Waldron, AR                  24         645,123 
Roland II                     Roland, OK                   52       1,320,471 
Stilwell                      Stilwell, OK                 48       1,202,736 
Birchwood Apts.               Pierre, SD                   24         794,213 
Hornellsville                 Arkport, NY                  24         902,365 
Sunchase II                   Watertown, SD                41       1,204,241 
CE McKinley II                Rising Sun, MD               16         641,155 
Weston Apartments             Weston, AL                   10         277,151 
Countrywood Apts.             Centreville, AL              40       1,210,851 
Wildwood Apts.                Pineville, LA                28         855,578 
Hancock                       Hawesville, KY               12         374,199 
Hopkins                       Madisonville, KY             24         761,190 
Elkhart Apts.                 Elkhart, TX                  54       1,165,777 
Bryan Senior                  Bryan, OH                    40       1,096,129 
Brubaker Square               New Carlisle, OH             38       1,126,146 
Southwood                     Savannah, TN                 44       1,496,892 
Villa Allegra                 Celina, OH                   32         910,393 
Belmont Senior                Cynthiana, KY                24         774,777 
Heritage Villas               Helena, GA                   25         683,149 
Logansport Seniors            Logansport, LA               32         904,252 
                                                                  ----------- 
Total Series 3                                                    $21,846,525 



<PAGE>
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, 1996
                                                      SERIES 4

                                                          # of       Mtg.Loan
Partnership                   Location                   Units         Balance

Alsace Village                Soda Springs, ID             24     $   641,920 
Seneca Apartments             Seneca, MO                   24         612,863 
Eudora Senior                 Eudora, KS                   36         965,747 
Westville                     Westville, OK                36         865,774 
Wellsville Senior             Wellsville, KS               24         652,592 
Stilwell II                   Stilwell, OK                 52       1,298,661 
Spring Hill Senior            Spring Hill, KS              24         702,597 
Smithfield                    Smithfield, UT               40       1,550,456 
Tarpon Heights                Galliano, LA                 48       1,253,113 
Oaks Apartments               Oakdale, LA                  32         850,400 
Wynnwood Common               Fairchance, PA               34       1,381,085 
Chestnut Apartments           Howard, SD                   24         861,837 
St. George                    St. George, SC               24         760,667 
Williston                     Williston, SC                24         803,922 
Brackettville Sr.             Brackettville, TX            32         827,685 
Sonora Seniors                Sonora, TX                   32         849,612 
Ozona Seniors                 Ozona, TX                    24         636,084 
Fredericksburg Sr.            Fredericksburg,TX            48       1,213,358 
St. Joseph                    St. Joseph, IL               24         833,930 
Courtyard                     Huron, SD                    21         716,203 
Rural Development             Ashland, ME                  25       1,214,449 
Jasper Villas                 Jasper, AR                   25         865,931 
Edmonton Senior               Edmonton, KY                 24         762,803 
Jonesville Manor              Jonesville, VA               40       1,361,387 
Norton Green                  Norton, VA                   40       1,352,038 
Owingsville Senior            Owingsville, KY              22         711,608 
Timpson Seniors               Timpson, TX                  28         678,156 
Piedmont                      Barnesville, GA              36       1,055,111 
S.F. Arkansas City            Arkansas City, KS            12         341,859 
                                                                  ----------- 
Total Series 4                                                    $26,621,848 

<PAGE>
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, 1996
                                                      SERIES 5

                                                          # of       Mtg.Loan
Partnership                   Location                   Units         Balance
                                                              
Seymour                       Seymour, IN                  37     $ 1,251,266 
Effingham                     Effingham, IL                24         810,025 
S.F. Winfield                 Winfield, KS                 12         332,691 
S.F.Medicine Lodge            Medicine Lodge,KS            16         455,152 
S.F. Ottawa                   Ottawa, KS                   24         573,313 
S.F. Concordia                Concordia, KS                20         555,772 
Highland View                 Elgin, OR                    24         719,775 
Carrollton Club               Carrollton, GA               78       2,708,675 
Scarlett Oaks                 Lexington, SC                40       1,401,122 
Brooks Hill                   Ellijay, GA                  44       1,473,923 
Greensboro                    Greensboro, GA               24         740,332 
Greensboro II                 Greensboro, GA               33         918,930 
Pine Terrace                  Wrightsville, GA             25         733,002 
Shellman                      Shellman, GA                 27         745,868 
Blackshear                    Cordele, GA                  46       1,330,697 
Crisp Properties              Cordele, GA                  31         939,746 
Crawford                      Crawford, GA                 25         751,305 
Yorkshire                     Wagoner, OK                  60       2,103,023 
Woodcrest                     South Boston, VA             40       1,310,336 
Fox Ridge                     Russellville, AL             24         741,765 
Redmont II                    Red Bay, AL                  24         700,228 
Clayton                       Clayton, OK                  24         675,057 
Alma                          Alma, AR                     24         738,996 
Pemberton Village             Hiawatha, KS                 24         642,721 
Magic Circle                  Eureka, KS                   24         658,801 
Spring Hill                   Spring Hill, KS              36       1,137,569 
Menard Retirement             Menard, TX                   24         633,095 
Wallis Housing                Wallis, TX                   24         454,616 
Zapata Housing                Zapata, TX                   40         988,339 
Mill Creek                    Grove, OK                    60       1,446,557 
Portland II                   Portland, IN                 20         588,270 
Georgetown                    Georgetown, OH               24         747,505 
Cloverdale                    Chandler, TX                 24         764,146 
S. Timber Ridge               Cloverdale, IN               44       1,072,241 
Pineville                     Pineville, MO                12         322,776 
Ravenwood                     Americus, GA                 24         734,459 
                                                                  ----------- 
Total Series 5                                                    $32,902,094 
                                                              
                                                              
<PAGE>
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, 1996
                                                      SERIES 6

                                                          # of       Mtg.Loan
Partnership                   Location                   Units         Balance

Spruce                        Pierre, SD                   24     $   921,705 
Shannon Apartments            O'Neill, NE                  16         539,577 
Carthage                      Carthage, MO                 24         581,804 
Mt. Crest                     Enterprise, OR               39       1,013,230 
Coal City                     Coal City, IL                24         989,254 
Blacksburg Terrace            Blacksburg, SC               32       1,096,439 
Frazier                       Smyrna, DE                   30       1,487,549 
Ehrhardt                      Ehrhardt, SC                 16         568,497 
Sinton                        Sinton, TX                   32         859,965 
Frankston                     Frankston, TX                24         564,910 
Flagler Beach                 Flagler Beach, FL            43       1,397,817 
Oak Ridge                     Williamsburg, KY             24         821,225 
Monett                        Monett, MO                   32         795,295 
Arma                          Arma, KS                     28         724,170 
Southwest City                Southwest City, MO           12         322,101 
Meadowcrest                   Luverne, AL                  32       1,016,639 
Parsons                       Parsons, KS                  48       1,275,490 
Newport Village               Newport, TN                  40       1,318,326 
Goodwater Falls               Jenkins, KY                  36       1,157,728 
Northfield Station            Corbin, KY                   24         808,961 
Pleasant Hill Square                  Somerset, KY         24         798,500 
Winter Park                   Mitchell, SD                 24       1,012,281 
Cornell                       Watertown, SD                24         879,255 
Heritage Drive S.             Jacksonville, TX             40         992,319 
Brodhead                      Brodhead, KY                 24         797,238 
Mt. Village                   Mt. Vernon, KY               24         791,872 
Hazelhurst                    Hazlehurst, MS               32         992,305 
Sunrise                       Yankton, SD                  33       1,170,865 
Stony Creek                   Hooversville, PA             32       1,359,690 
Logan Place                   Logan, OH                    40       1,265,747 
Haines                        Haines, AK                   32       2,408,487 
Maple Wood                    Barbourville, KY             24         807,019 
Summerhill                    Gassville, AR                28         805,912 
Dorchester                    St. George, SC               12         469,366 
Lancaster                     Mountain View, AR            33       1,140,517 
Autumn Village                Harrison, AR                 16         280,930 
Hardy                         Hardy, AR                    24         422,246 
Dawson                        Dawson, GA                   40       1,202,426 
                                                                  ----------- 
Total Series 6                                                    $35,857,657 
<PAGE>
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, 1996

SERIES 2
                                                                         Net
Apartment Properties                Cost At Acquisition Date    Improvements
                                                   Buildings     Capitalized
                                                Improvements   Subsequent to
Partnership                             Land     & 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          28,300 
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               0 
Woodland Terrace                     36,400       1,047,107          (3,424)
Mt. Vernon Elderly                   21,750         680,437          (1,252)
Lakeland Elderly                     28,000         930,574          (2,759)
Prairie Apartments                   66,500       1,150,214          22,427 
Sylacauga Heritage                   66,080       1,648,081          19,149 
Manchester Housing                   36,000       1,746,076          (2,283)
Durango C.W.W.                      140,250       1,123,454           8,292 
Columbus Sr.                         64,373         444,257          (1,003)
                                -----------    ------------       --------- 

Total Series 2                  $ 1,115,553    $ 26,819,761       $ 263,818 
                                                            
<PAGE>
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, 1996

SERIES 3
                                                                         Net
Apartment Properties                Cost At Acquisition Date    Improvements
                                                   Buildings     Capitalized
                                                Improvements   Subsequent to
Partnership                             Land     & 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          15,506 
Hornellsville                        41,225       1,018,523          35,769 
Sunchase II                         113,115       1,198,373           8,586 
CE McKinley II                       11,762         745,635          35,131 
Weston Apartments                         0         339,144             194 
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         129,643 
Bryan Senior                         74,000       1,102,728           7,529 
Brubaker Square                      75,000       1,376,075           1,431 
Southwood                            15,000       1,769,334           7,959 
Villa Allegra                        35,000       1,097,214           1,343 
Belmont Senior                       43,600         891,543               0 
Heritage Villas                      21,840         801,128           1,006 
Logansport Seniors                   27,621       1,058,773               0 
                                -----------    ------------       --------- 

Total Series 3                  $ 1,104,746    $ 26,034,529       $ 276,688 

<PAGE>
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, 1996

SERIES 4
                                                                         Net
Apartment Properties                Cost At Acquisition Date    Improvements
                                                   Buildings     Capitalized
                                                Improvements   Subsequent to
Partnership                             Land     & Equipment     Acquisition
                                                            
Alsace Village                  $    15,000    $    771,590       $  12,888 
Seneca Apartments                    76,212         640,702           1,761 
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          56,907 
Tarpon Heights                       85,000       1,408,434               0 
Oaks Apartments                      42,000         989,522             987 
Wynnwood Common                      68,000       1,578,814          18,971 
Chestnut Apartments                  57,200         977,493          15,871 
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           7,466 
Courtyard                            24,500         810,110           7,198 
Rural Development                    38,200       1,361,892          22,390 
Jasper Villas                        27,000       1,067,890           4,827 
Edmonton Senior                      40,000         866,714               0 
Jonesville Manor                    100,000       1,578,135           8,060 
Norton Green                        120,000       1,535,373          37,693 
Owingsville Senior                   28,000         820,044               0 
Timpson Seniors                      13,500         802,416               0 
Piedmont                             29,500       1,259,547               0 
S.F. Arkansas City                   16,800         395,228               0 
                                -----------    ------------       --------- 

Total Series 4                  $ 1,298,972    $ 31,049,651       $ 216,134 
                                                            
<PAGE>
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, 1996

SERIES 5
                                                                         Net
Apartment Properties                Cost At Acquisition Date    Improvements
                                                   Buildings     Capitalized
                                                Improvements   Subsequent to
Partnership                             Land     & Equipment     Acquisition
                                                            
Seymour                         $    59,500    $  1,452,557     $     5,938 
Effingham                            38,500         940,327           1,233 
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          25,576 
Carrollton Club                     248,067         722,560       2,247,274 
Scarlett Oaks                        44,475         992,158         636,104 
Brooks Hill                               0         214,335       1,531,305 
Greensboro                           15,930          61,495         788,834 
Greensboro II                        21,330          92,063         979,756 
Pine Terrace                         14,700         196,071         674,414 
Shellman                             13,500         512,531         379,033 
Blackshear                           60,000         413,143       1,119,175 
Crisp Properties                     48,000         578,709         497,328 
Crawford                             16,600         187,812         703,300 
Yorkshire                           100,000       2,212,045         222,521 
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           3,963 
Spring Hill                          70,868       1,318,926          59,584 
Menard Retirement                    21,000         721,251          19,622 
Wallis Housing                       13,900         553,230           7,263 
Zapata Housing                       44,000       1,120,538          73,867 
Mill Creek                           28,000         414,429       1,299,240 
Portland II                          43,102         410,683         258,989 
Georgetown                                0         149,483         741,603 
Cloverdale                           40,000         583,115         310,051 
S. Timber Ridge                      43,705       1,233,570           3,149 
Pineville                            59,661         328,468             891 
Ravenwood                            14,300         873,596               0 
                                -----------    ------------     ----------- 

Total Series 5                  $ 1,418,219    $ 25,157,470     $13,236,834 

<PAGE>
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, 1996

SERIES 6
                                                                         Net
Apartment Properties                Cost At Acquisition Date    Improvements
                                                   Buildings     Capitalized
                                                Improvements   Subsequent to
Partnership                             Land     & Equipment     Acquisition
                                                            
Spruce                          $    60,040    $    108,772      $  927,758 
Shannon Apartments                    5,000          94,494         546,979 
Carthage                            115,814         578,597            (744)
Mt. Crest                            64,914       1,143,675          22,418 
Coal City                            60,055       1,121,477           4,130 
Blacksburg Terrace                   39,930       1,278,860           4,279 
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           3,722 
Arma                                 85,512         771,316           1,985 
Southwest City                       67,303         319,272            (666)
Meadowcrest                          72,500       1,130,651             587 
Parsons                              49,780       1,483,188               0 
Newport Village                      61,350       1,470,505          50,315 
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          22,397 
Cornell                              32,000       1,017,572          18,854 
Heritage Drive S.                    44,247       1,151,157             267 
Brodhead                             21,600         932,468               0 
Mt. Village                          55,000         884,596               0 
Hazelhurst                           60,000       1,118,734           2,670 
Sunrise                              90,000       1,269,252             767 
Stony Creek                               0       1,428,656         197,539 
Logan Place                          39,300       1,477,527           1,799 
Haines                              189,323       2,851,953         (15,673)
Maple Wood                           79,000         924,144           4,600 
Summerhill                           23,000         788,157          29,099 
Dorchester                           13,000         239,455         309,817 
Lancaster                            37,500       1,361,272         (18,104)
Autumn Village                       20,000         595,604               0 
Hardy                                     0         473,695         457,865 
Dawson                               40,000         346,569       1,088,404 
                                -----------    ------------      ---------- 

Total Series 6                  $ 2,094,010    $ 37,723,952      $3,935,014 

<PAGE>
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, 1996

SERIES 2
                                            Gross Amount At Which Carried At
Apartment Properties                                       December 31, 1996
                                                  Buildings,
                                                Improvements
Partnership                             Land     & 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.                     21,500       1,479,583       1,501,083 
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       1,710,725       1,798,725 
Woodland Terrace                     36,400       1,043,683       1,080,083 
Mt. Vernon Elderly                   21,750         679,185         700,935 
Lakeland Elderly                     28,000         927,815         955,815 
Prairie Apartments                   73,284       1,165,857       1,239,141 
Sylacauga Heritage                   66,080       1,667,230       1,733,310 
Manchester Housing                   36,000       1,743,793       1,779,793 
Durango C.W.W.                      140,250       1,131,746       1,271,996 
Columbus Sr.                         64,373         443,254         507,627 
                                -----------     -----------     ----------- 
                                                            
Total Series 2                  $ 1,122,337     $27,076,795     $28,199,132 

<PAGE>
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, 1996

SERIES 3
                                            Gross Amount At Which Carried At
Apartment Properties                                       December 31, 1996
                                                  Buildings,
                                                Improvements
Partnership                             Land     & 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         893,664       1,018,169 
Hornellsville                        41,225       1,054,292       1,095,517 
Sunchase II                         113,115       1,206,959       1,320,074 
CE McKinley II                      138,889         653,639         792,528 
Weston Apartments                         0         339,338         339,338 
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       1,374,748       1,526,724 
Bryan Senior                         74,000       1,110,257       1,184,257 
Brubaker Square                      75,000       1,377,506       1,452,506 
Southwood                            15,000       1,777,293       1,792,293 
Villa Allegra                        35,000       1,098,557       1,133,557 
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 
                                -----------     -----------     ----------- 

Total Series 3                  $ 1,355,629     $26,060,334     $27,415,963 

<PAGE>
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, 1996

SERIES 4
                                            Gross Amount At Which Carried At
Apartment Properties                                       December 31, 1996
                                                  Buildings,
                                                Improvements
Partnership                             Land     & Equipment           Total

Alsace Village                  $    15,000     $   784,478     $   799,478 
Seneca Apartments                    76,212         642,463         718,675 
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                           84,852       1,752,768       1,837,620 
Tarpon Heights                       85,000       1,408,434       1,493,434 
Oaks Apartments                      42,000         990,509       1,032,509 
Wynnwood Common                      68,000       1,597,785       1,665,785 
Chestnut Apartments                  63,800         986,764       1,050,564 
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         948,046         976,046 
Courtyard                            25,295         816,513         841,808 
Rural Development                    38,200       1,384,282       1,422,482 
Jasper Villas                        27,000       1,072,717       1,099,717 
Edmonton Senior                      40,000         866,714         906,714 
Jonesville Manor                    100,000       1,586,195       1,686,195 
Norton Green                        120,000       1,573,066       1,693,066 
Owingsville Senior                   28,000         820,044         848,044 
Timpson Seniors                      13,500         802,416         815,916 
Piedmont                             29,500       1,259,547       1,289,047 
S.F. Arkansas City                   16,800         395,228         412,028 
                                -----------     -----------     ----------- 

Total Series 4                  $ 1,308,719     $31,256,038     $32,564,757 

<PAGE>
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, 1996

SERIES 5
                                            Gross Amount At Which Carried At
Apartment Properties                                       December 31, 1996
                                                  Buildings,
                                                Improvements
Partnership                             Land     & Equipment           Total

Seymour                         $    59,500     $ 1,458,495     $ 1,517,995 
Effingham                            38,500         941,560         980,060 
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         856,047         872,267 
Carrollton Club                     248,068       2,969,833       3,217,901 
Scarlett Oaks                        44,475       1,628,262       1,672,737 
Brooks Hill                          77,500       1,668,140       1,745,640 
Greensboro                           15,930         850,329         866,259 
Greensboro II                        21,330       1,071,819       1,093,149 
Pine Terrace                         14,700         870,485         885,185 
Shellman                             13,500         891,564         905,064 
Blackshear                           60,000       1,532,318       1,592,318 
Crisp Properties                     48,000       1,076,037       1,124,037 
Crawford                             16,600         891,112         907,712 
Yorkshire                           100,788       2,433,778       2,534,566 
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         753,467         776,127 
Spring Hill                          70,868       1,378,510       1,449,378 
Menard Retirement                    21,000         740,873         761,873 
Wallis Housing                       13,900         560,493         574,393 
Zapata Housing                       46,323       1,192,082       1,238,405 
Mill Creek                           28,000       1,713,669       1,741,669 
Portland II                          26,102         686,672         712,774 
Georgetown                           50,393         840,693         891,086 
Cloverdale                           40,000         893,166         933,166 
S. Timber Ridge                      43,705       1,236,719       1,280,424 
Pineville                            59,661         329,359         389,020 
Ravenwood                            14,300         873,596         887,896 
                                -----------     -----------     ----------- 
Total Series 5                  $ 1,532,224     $38,280,299     $39,812,523 
<PAGE>
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, 1996

SERIES 6
                                            Gross Amount At Which Carried At
Apartment Properties                                       December 31, 1996
                                                  Buildings,
                                                Improvements
Partnership                             Land     & Equipment           Total

Spruce                          $    84,155     $ 1,012,415     $ 1,096,570 
Shannon Apartments                    5,000         641,473         646,473 
Carthage                            115,814         577,853         693,667 
Mt. Crest                            64,914       1,166,093       1,231,007 
Coal City                            60,055       1,125,607       1,185,662 
Blacksburg Terrace                   39,930       1,283,139       1,323,069 
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         786,517         956,746 
Arma                                 89,512         769,301         858,813 
Southwest City                       67,303         318,606         385,909 
Meadowcrest                          72,500       1,131,238       1,203,738 
Parsons                              49,780       1,483,188       1,532,968 
Newport Village                      61,350       1,520,820       1,582,170 
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       1,143,516       1,238,516 
Cornell                              35,591       1,032,835       1,068,426 
Heritage Drive S.                    44,247       1,151,424       1,195,671 
Brodhead                             21,600         932,468         954,068 
Mt. Village                          55,000         884,596         939,596 
Hazelhurst                           60,000       1,121,404       1,181,404 
Sunrise                              90,000       1,270,019       1,360,019 
Stony Creek                          80,000       1,546,195       1,626,195 
Logan Place                          41,099       1,477,527       1,518,626 
Haines                              189,323       2,836,280       3,025,603 
Maple Wood                           79,000         928,744       1,007,744 
Summerhill                           23,000         817,256         840,256 
Dorchester                           13,000         549,272         562,272 
Lancaster                            37,500       1,343,168       1,380,668 
Autumn Village                       20,000         595,604         615,604 
Hardy                                21,250         910,310         931,560 
Dawson                               40,000       1,434,973       1,474,973 
                                -----------     -----------     ----------- 

Total Series 6                  $ 2,228,765     $41,524,211     $43,752,976 

<PAGE>
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, 1996

SERIES 2

Apartment Properties
                                 Accumulated                     Depreciable
Partnership                     Depreciation                            Life

Claxton Elderly                 $   182,923                           5-27.5
Deerfield II                        197,569                           5-27.5
Hartwell Family                     203,826                           5-27.5
Cherrytree Apts.                    226,386                           5-27.5
Springwood Apts.                    268,060                             5-40
Lakeshore Apts.                     223,054                             5-40
Lewiston                            187,704                             5-40
Charleston                          299,874                             5-25
Sallisaw II                         401,972                             5-25
Pocola                              297,187                           5-27.5
Inverness Club                      704,676                           5-27.5
Pearson Elderly                     162,398                             5-30
Richland Elderly                    211,279                             5-30
Lake Park                           392,137                             5-30
Woodland Terrace                    220,418                             5-30
Mt. Vernon Elderly                  144,913                             5-30
Lakeland Elderly                    191,841                             5-30
Prairie Apartments                  210,525                             5-40
Sylacauga Heritage                  278,885                             5-40
Manchester Housing                  347,404                             5-30
Durango C.W.W.                      182,266                             5-40
Columbus Sr.                        113,804                           5-27.5
                                ----------- 

Total Series 2                  $ 5,649,101 
<PAGE>
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, 1996

SERIES 3

Apartment Properties
                                 Accumulated                     Depreciable
Partnership                     Depreciation                            Life

Poteau II                       $   618,722                             5-25
Sallisaw                            575,825                             5-25
Nowata Properties                   370,408                             5-25
Waldron Properties                  278,978                             5-25
Roland II                           621,938                             5-25
Stilwell                            550,439                             5-25
Birchwood Apts.                     222,677                             5-40
Hornellsville                       333,364                           5-27.5
Sunchase II                         341,268                             5-40
CE McKinley II                      239,893                           5-27.5
Weston Apartments                   114,062                           5-27.5
Countrywood Apts.                   470,971                           5-27.5
Wildwood Apts.                      274,157                             5-30
Hancock                             100,237                           5-27.5
Hopkins                             211,037                           5-27.5
Elkhart Apts.                       391,162                             5-25
Bryan Senior                        401,818                           5-27.5
Brubaker Square                     430,262                           5-27.5
Southwood                           236,341                             5-50
Villa Allegra                       354,837                           5-27.5
Belmont Senior                      154,747                             5-40
Heritage Villas                     173,988                             5-30
Logansport Seniors                  157,438                             5-40
                                ----------- 

Total Series 3                  $ 7,624,569 

<PAGE>
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, 1996

SERIES 4

Apartment Properties
                                 Accumulated                     Depreciable
Partnership                     Depreciation                            Life

Alsace Village                  $   195,851                           5-27.5
Seneca Apartments                   217,111                           5-27.5
Eudora Senior                       288,786                           5-27.5
Westville                           259,160                           5-27.5
Wellsville Senior                   194,861                             5-25
Stilwell II                         393,640                           5-27.5
Spring Hill Senior                  270,920                             5-25
Smithfield                          250,681                             5-40
Tarpon Heights                      210,760                             5-40
Oaks Apartments                     150,701                             5-40
Wynnwood Common                     265,372                             5-40
Chestnut Apartments                 182,299                             5-40
St. George                          249,961                           5-27.5
Williston                           248,557                           5-27.5
Brackettville Sr.                   129,680                             5-40
Sonora Seniors                      141,577                             5-40
Ozona Seniors                       100,614                             5-40
Fredericksburg Sr.                  194,732                             5-40
St. Joseph                          220,272                           5-27.5
Courtyard                           166,844                           5-27.5
Rural Development                   356,678                           5-27.5
Jasper Villas                       172,526                             5-40
Edmonton Senior                     144,246                             5-40
Jonesville Manor                    365,842                           5-27.5
Norton Green                        385,985                           5-27.5
Owingsville Senior                  133,029                             5-40
Timpson Seniors                     134,390                             5-40
Piedmont                            144,873                           5-27.5
S.F. Arkansas City                   94,332                           5-27.5
                                ----------- 

Total Series 4                  $ 6,264,280 

<PAGE>
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, 1996

SERIES 5

Apartment Properties
                                 Accumulated                     Depreciable
Partnership                     Depreciation                            Life

Seymour                         $   314,878                           5-27.5
Effingham                           205,183                           5-27.5
S.F. Winfield                        92,646                           5-27.5
S.F.Medicine Lodge                  121,356                           5-27.5
S.F. Ottawa                         164,555                           5-27.5
S.F. Concordia                      156,412                           5-27.5
Highland View                       117,497                             5-40
Carrollton Club                     497,333                           5-27.5
Scarlett Oaks                       301,633                           5-27.5
Brooks Hill                         257,817                           5-27.5
Greensboro                          127,851                             5-30
Greensboro II                       161,170                             5-30
Pine Terrace                        140,348                             5-30
Shellman                            158,512                             5-30
Blackshear                          246,511                             5-30
Crisp Properties                    183,335                             5-30
Crawford                            147,211                             5-30
Yorkshire                           283,348                             5-50
Woodcrest                           212,727                             5-40
Fox Ridge                           121,240                             5-50
Redmont II                          117,696                             5-50
Clayton                             175,720                           5-27.5
Alma                                221,946                             5-25
Pemberton Village                   167,851                           5-27.5
Magic Circle                        166,203                           5-27.5
Spring Hill                         308,272                             5-25
Menard Retirement                    92,171                             5-30
Wallis Housing                      106,635                             5-30
Zapata Housing                      188,217                           5-27.5
Mill Creek                          389,213                             5-25
Portland II                         132,083                           5-27.5
Georgetown                          134,790                             5-50
Cloverdale                          218,670                           5-27.5
S. Timber Ridge                     269,156                             5-25
Pineville                            89,170                           5-27.5
Ravenwood                            50,049                           5-27.5
                                ----------- 

Total Series 5                  $ 6,839,405 
<PAGE>
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, 1996

SERIES 6

Apartment Properties
                                 Accumulated                     Depreciable
Partnership                     Depreciation                            Life

Spruce                          $   192,742                             5-30
Shannon Apartments                   79,261                             5-40
Carthage                            199,100                           5-27.5
Mt. Crest                           248,395                           5-27.5
Coal City                           144,032                           5-27.5
Blacksburg Terrace                  280,350                           5-27.5
Frazier                             332,820                           5-27.5
Ehrhardt                            119,151                           5-27.5
Sinton                              107,719                             5-50
Frankston                            68,718                             5-30
Flagler Beach                       201,177                             5-40
Oak Ridge                           183,285                           5-27.5
Monett                              207,134                           5-27.5
Arma                                214,042                           5-27.5
Southwest City                       95,859                           5-27.5
Meadowcrest                         163,850                             5-40
Parsons                             294,982                           5-27.5
Newport Village                     281,817                           5-27.5
Goodwater Falls                     180,328                           5-27.5
Northfield Station                  133,893                           5-27.5
Pleasant Hill Square                124,880                           5-27.5
Winter Park                         173,602                             5-40
Cornell                             123,935                             5-40
Heritage Drive S.                   225,251                             5-25
Brodhead                            112,825                             5-40
Mt. Village                         110,055                             5-50
Hazelhurst                          137,275                             5-40
Sunrise                             205,097                           5-27.5
Stony Creek                         188,142                           5-27.5
Logan Place                         213,366                           5-27.5
Haines                              493,549                           5-27.5
Maple Wood                          164,784                           5-27.5
Summerhill                          151,821                           5-27.5
Dorchester                           87,676                           5-27.5
Lancaster                           164,782                             5-40
Autumn Village                       70,742                             5-40
Hardy                                99,125                             5-40
Dawson                               92,837                             5-40
                                ----------- 

Total Series 6                  $ 6,668,399 


<PAGE>
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1996
GATEWAY TAX CREDIT FUND II LTD.
NOTES TO SCHEDULE III


Series 2
Reconciliation of Land, Building & Improvements current year
changes:

Balance at beginning of period -
December 31, 1995                                             $  28,152,495 
   Additions during period:
       Acquisitions through foreclosure                   0 
       Other acquisitions                                 0 
       Improvements, etc.                            46,637 
       Other                                              0 
                                                  ----------
                                                                     46,637 
 
   Deductions during period:
       Cost of real estate sold                           0 
       Other                                              0 
                                                  ----------
                                                                          0 
                                                              --------------
Balance at end of period -
December 31, 1996                                             $  28,199,132 
                                                              ==============



Reconciliation of Accumulated Depreciation current year changes


Balance at beginning of period -
December 31, 1995                                             $   4,712,310 
       Current year expense                                         936,791 
       Less Accumulated Depreciation
        of real estate sold                                               0 
                                                              --------------

Balance at end of period - December 31, 1996                  $   5,649,101 
                                                              ==============
<PAGE>
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1996
GATEWAY TAX CREDIT FUND II LTD.
NOTES TO SCHEDULE III


Series 3
Reconciliation of Land, Building & Improvements current year
changes:

Balance at beginning of period -
December 31, 1995                                             $  27,364,904 
   Additions during period:
       Acquisitions through foreclosure                   0 
       Other acquisitions                                 0 
       Improvements, etc.                            51,059 
       Other                                              0 
                                                  ----------
                                                                     51,059 
 
   Deductions during period:
       Cost of real estate sold                           0 
       Other                                              0 
                                                  ----------
                                                                          0 
                                                              --------------
Balance at end of period -
December 31, 1996                                             $  27,415,963 
                                                              ==============



Reconciliation of Accumulated Depreciation current year changes


Balance at beginning of period -
December 31, 1995                                             $   6,707,453 
       Current year expense                                         917,116 
       Less Accumulated Depreciation
        of real estate sold                                               0 
                                                              --------------

Balance at end of period - December 31, 1996                  $   7,624,569 
                                                              ==============


<PAGE>
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1996
GATEWAY TAX CREDIT FUND II LTD.
NOTES TO SCHEDULE III


Series 4
Reconciliation of Land, Building & Improvements current year
changes:

Balance at beginning of period -
December 31, 1995                                             $  32,504,267 
   Additions during period:
       Acquisitions through foreclosure                   0 
       Other acquisitions                                 0 
       Improvements, etc.                            65,315 
       Other                                              0 
                                                  ----------
                                                                     65,315 
 
   Deductions during period:
       Cost of real estate sold                       4,825 
       Other                                              0 
                                                  ----------
                                                                      4,825 
                                                              ------------- 

Balance at end of period -
December 31, 1996                                             $  32,564,757 
                                                              ==============



Reconciliation of Accumulated Depreciation current year changes


Balance at beginning of period -
December 31, 1995                                             $   5,226,315 
       Current year expense                                       1,042,790 
       Less Accumulated Depreciation
        of real estate sold                                          (4,825)
                                                              --------------

Balance at end of period - December 31, 1996                  $   6,264,280 
                                                              ==============
                                                                            
<PAGE>
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1996
GATEWAY TAX CREDIT FUND II LTD.
NOTES TO SCHEDULE III


Series 5
Reconciliation of Land, Building & Improvements current year
changes:

Balance at beginning of period -
December 31, 1995                                             $  39,777,554 
   Additions during period:
       Acquisitions through foreclosure                   0 
       Other acquisitions                                 0 
       Improvements, etc.                            45,969 
       Other                                              0 
                                                  ----------
                                                                     45,969 
 
   Deductions during period:
       Cost of real estate sold                      11,000 
       Other                                              0 
                                                  ----------
                                                                     11,000 
                                                              --------------
Balance at end of period -
December 31, 1996                                             $  39,812,523 
                                                              ==============



Reconciliation of Accumulated Depreciation current year changes


Balance at beginning of period -
December 31, 1995                                             $   5,473,574 
       Current year expense                                       1,377,543 
       Less Accumulated Depreciation
        of real estate sold                                         (11,000)
       Prior year adjustment                                           (712)
                                                              --------------

Balance at end of period - December 31, 1996                  $   6,839,405 
                                                              ==============
<PAGE>
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1996
GATEWAY TAX CREDIT FUND II LTD.
NOTES TO SCHEDULE III


Series 6
Reconciliation of Land, Building & Improvements current year
changes:

Balance at beginning of period -
December 31, 1995                                             $  43,680,267 
   Additions during period:
       Acquisitions through foreclosure                   0 
       Other acquisitions                                 0 
       Improvements, etc.                            72,709 
       Other                                              0 
                                                  ----------
                                                                     72,709 
 
   Deductions during period:
       Cost of real estate sold                           0 
       Other                                              0 
                                                  ----------
                                                                          0 
                                                              ------------- 
Balance at end of period -
December 31, 1996                                             $  43,752,976 
                                                              ==============



Reconciliation of Accumulated Depreciation current year changes


Balance at beginning of period -
December 31, 1995                                             $   5,205,351 
       Current year expense                                       1,463,048 
       Less Accumulated Depreciation
        of real estate sold                                               0 
                                                              --------------

Balance at end of period - December 31, 1996                  $   6,668,399 
                                                              ==============
<PAGE>

                                            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 11, 1997                      By:/s/ Ronald M. Diner 
                                          Ronald M. Diner
                                          President



Date:  July 11, 1997                      By:/s/ Sandra L. Furey  
                                          Sandra L. Furey
                                          Secretary and Treasurer
<PAGE>
                                            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 11, 1997                             By:/s/ Ronald M. Diner 
                                                 Ronald M. Diner
                                                 President



Date:  July 11, 1997                             By:/s/ Sandra L. Furey  
                                                 Sandra L. Furey
                                                 Secretary and Treasurer



Date:  July 11, 1997                             By:/s/ Alan L. Weiner  
                                                 Alan L. Weiner 
                                                 Sr. Vice President
                                                 and Director


<PAGE>