GATEWAY TAX CREDIT FUND LTD - 10-K Annual Report

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FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

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

For the fiscal year ended          March 31, 2002

                          Commission file number 0-17711

                           GATEWAY TAX CREDIT FUND, LTD.
         (Exact name of Registrant as specified in its charter)

         Florida                                    59-2852555
(State or other jurisdiction of                  (I.R.S. Employer
incorporation or organization)                   Identification No.)

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

Registrant's Telephone Number, Including Area Code     (727) 573-3800

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

Title of Each Class
Units of Limited Partnership Interest

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 not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   X

                                           Number of Record Holders
Title of Class                              as of March 31, 2002

Limited Partnership Interest                        2,043
General Partner Interest                                2

DOCUMENTS INCORPORATED BY REFERENCE
Part III and IV - Registration Form S-11 and
all Amendments and Supplements thereto.
File No. 33-18142

                                 PART I
Item 1.  Business

   Gateway Tax Credit Fund, 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 of which are sponsors of Gateway Tax Credit Fund, Ltd. and wholly-owned subsidiaries of Raymond James Financial, Inc. Gateway was formed October 27, 1987 and commenced operations as of June 30, 1988 with the first admission of Limited Partners.

   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. Gateway closed its initial offering of Limited Partnership Interests on March 1, 1990 after receiving capital contributions of $1,000 from the General Partners and $25,566,000 from Limited Partners.

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

   Gateway has invested in 82 Project Partnerships, acquiring a 99% interest in these properties by becoming the sole limited partner in the Project Partnerships that own the properties. In October, 1996 Value Partners, Inc., an affiliate of Raymond James Tax Credit Funds, Inc., became the sole general partner of one of the Project Partnerships, Village Apartments of Sparta, Limited Partnership ("Sparta"). In October, 1997, Value Partners became the sole general partner of Village Apartments of Divernon ("Divernon") See Management's Discussion and Analysis of Financial Condition and Results of Operations for additional details.

   The primary sources of funds for the year ended March 31, 2002 were from the maturity of Treasury Notes for $463,000, interest income of $23,568 earned on cash and cash equivalents, and $122,886 in distributions received from Project Partnerships. As of March 31, 2002 Gateway had $1,184,578 of Cash and Cash Equivalents and $1,027,349 in investments in securities with annual maturities each year until 2004, which will be used to meet future annual operating needs of Gateway.

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

   The General Partners do not believe the Project Partnerships are subject to the risks generally associated with conventionally financed nonsubsidized apartment properties. Risks related to the operations of Gateway are described in detail on pages 21 through 33 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 Limited Partners 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 contributions of Investors;
   3)  Participate in any capital appreciation in the value of the Projects; and
   4)  Provide passive losses to individual investors to offset passive income from
       other passive activities, and provide passive losses to corporate investors to
       offset business income.

   The investment objectives and policies of Gateway are described in detail on pages 33 through 38 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, 2002 the capital contributions raised from Limited Partner investors 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. The General Partners have full and exclusive discretion in management and control of Gateway.

Item 2. Properties

Gateway owns interest in properties through 99% limited partnership interests in 82 Project Partnerships. There are no investments in individual Project Partnerships which are material to Gateway taken as a whole with the largest single investment comprising 7.2% of Gateway's total assets. The following table provides certain summary information regarding the Projects in which Gateway had an interest, excluding Sparta and Divernon,
as of December 31, 2001:

LOCATION OF # OF DATE PROPERTY PARTNERSHIP PROPERTY UNITS ACQUIRED COST OCCUP. - ----------- ----------- ----- -------- -------- ------
Laynecrest Martindale La Villa Elena Rio Abajo Fortville II Summitville Suncrest Brandywine III Concord IV Dunbarton Oaks III Federal Manor Laurel Apts Mulberry Hill IV Madison Hannah's Mill Longleaf Apts. Sylacauga Garden Monroe Family Clayfed Apartments Westside Apts. Casa Linda Rivermeade Laurel Woods Keysville Crosstown Riverside Apts. Brookshire Apts. Sandridge Apts. Limestone Estates Eagle's Bay Teton View Albany Burkesville Scotts Hill Sage Claremont Middleport Oakwood Apts. Morgantown Ashburn Housing Cuthbert Elderly Sandhill Forest Oakwood Grove Hastings Manor Lakewood Apts. Robinhood Apts. Skyview Terrace Mabank 1988 Buena Vista Woodcroft Spring Creek Spring Creek Milton Elderly Winder Apartments Hunters Ridge Stone Arbor Greeneville Centralia II Poteau IV Barling Booneville Augusta Meadows Kenly Housing Fairview South River Road Apts. Middlefield Floresville Mathis Retirement Sabinal Housing Kingsland Housing Crestwood Villa II Poteau Prop. III Decatur Properties Broken Bow Prop II Turtle Creek II Pleasant Valley Hartwell Elderly Pulaski Village Southwood Apts.	Medway, OH Union, OH Bernalillo, NM Truth/Conseqnces, NM Fortville, IN Summitville, IN Yanceyville, NC Millsboro, DE Perryville, MD Georgetown, DE Federalsburg, MD Laurel, DE Easton, MD Madison, OH Thomaston, GA Cairo, GA Sylacauga, AL Monroe, GA Denver, CO Denver, CO Silver City, NM Yorktown, VA Ashland, VA Keysville, VA Kalamazoo, MI Demopolis, AL McDonough, GA Fernandina Beach, FL Limestone, ME Beaufort, NC Rigby, ID Albany, KY Burkesville, KY Scotts Hill, TN Gallup, NM Cascade, ID Middleport, NY Columbus, NE Morgantown, IN Ashburn, GA Cuthbert, GA Melrose, FL Crescent City, FL Hastings, FL Norfolk, NE Springfield, TN Springfield, TN Mabank, TX Buena Vista, GA Elizabethtown, NC Quitman, GA Cherokee, AL Milton, FL Winder, GA Killen, AL Madison, NC Greeneville, TN Centralia, IL Poteau, OK Barling, AR Booneville, AR Augusta, KS Farmville, VA Kenly, NC Athens, TX Waggaman, LA Middlefield, OH Floresvile, TX Mathis, TX Sabinal, TX Kingsland, TX Crestline, OH Poteau, OK Decatur, AR Broken Bow, OK Grove, OK Grangeville, ID Hartwell, GA Pulaski, VA Jacksonville, TX	48 30 54 42 24 24 40 32 32 32 32 32 16 40 50 36 45 48 32 52 41 80 40 24 201 40 46 46 25 40 40 24 24 12 44 16 25 24 24 41 32 16 36 24 72 48 48 42 25 32 18 24 43 48 40 40 40 24 32 48 50 66 40 48 44 43 36 40 36 24 34 36 19 24 46 42 32 24 44 40	6/88 6/88 8/88 9/88 11/88 11/88 12/88 12/88 12/88 12/88 12/88 12/88 12/88 12/88 12/88 12/88 12/88 12/88 12/88 12/88 3/89 3/89 3/89 3/89 4/89 5/89 6/89 6/89 6/89 6/89 6/89 7/89 7/89 7/89 7/89 8/89 9/89 9/89 9/89 9/89 9/89 9/89 9/89 9/89 9/89 9/89 9/89 9/89 9/89 9/89 10/89 11/89 11/89 11/89 12/89 12/89 12/89 12/89 12/89 12/89 12/89 12/89 12/89 2/90 2/90 2/90 3/90 3/90 3/90 3/90 3/90 3/90 4/90 4/90 4/90 4/90 4/90 4/90 7/90 7/90	1,862,433 1,182,271 2,032,548 1,793,982 810,389 879,994 2,137,725 1,315,971 1,402,681 1,348,986 1,463,898 1,364,747 740,607 1,478,675 1,812,786 1,192,946 1,612,304 1,788,673 992,828 1,594,808 1,740,635 3,046,646 1,549,636 914,521 6,100,747 1,468,473 1,739,553 1,634,199 1,414,221 1,952,653 1,793,304 936,671 913,772 505,653 1,949,398 606,325 1,167,852 1,013,220 959,783 1,300,760 1,028,295 573,562 1,238,885 864,386 3,114,900 1,823,957 1,534,816 1,368,930 814,227 1,490,939 607,608 637,653 1,346,208 1,762,725 1,420,816 1,874,064 1,535,694 976,228 716,016 1,152,864 1,682,587 2,381,719 1,588,193 1,687,997 1,354,625 1,519,306 1,351,027 1,312,062 1,084,390 780,115 1,160,610 1,373,883 583,005 969,816 1,957,868 1,558,446 1,476,333 821,329 1,803,489 1,226,404	88% 90% 98% 88% 100% 92% 100% 97% 94% 100% 97% 91% 100% 100% 92% 97% 100% 94% 100% 96% 98% 100% 100% 100% 100% 100% 100% 100% 88% 98% 79% 100% 96% 100% 100% 94% 100% 83% 96% 98% 94% 100% 92% 83% 99% 100% 100% 90% 96% 97% 88% 100% 100% 98% 90% 98% 98% 96% 97% 94% 98% 99% 95% 98% 100% 98% 100% 98% 94% 92% 100% 94% 100% 96% 100% 98% 100% 100% 100% 98%
		----- 3,098 =====		---------- 115,073,251 ===========

The average effective rental per unit is $3,874 per year ($323 per month).
The average effective occupancy rate at December 31, 2001 was 97.0%
A summary of the cost of the properties, excluding Sparta and Divernon, as of
December 31, 2001, 2000 and 1999 is as follows:

	12/31/01 - --------	12/31/00 - --------	12/31/99 - --------
Land Land Improvements Buildings Furniture and Fixtures Properties, at Cost Less: Accum.Depreciation Properties, Net	$ 5,097,275 2,058,477 103,292,188 4,625,311 - ------------ 115,073,251 45,903,523 - ------------ $ 69,169,728 =============	$ 5,097,275 1,998,842 103,134,264 4,496,422 - ------------ 114,726,803 42,390,325 - ------------ $ 72,336,478 =============	$ 5,097,275 1,984,638 103,009,053 4,362,678 - ------------ 114,453,644 38,866,674 - ------------ $ 75,586,970 =============

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, 2002, 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 are not publicly traded. There is no
market for the Registrant's Limited Partnership interests and it is unlikely that any
will develop. No transfers of Limited Partnership Units are permitted without the prior written consent of the Managing General Partner. There have been several transfers over the last two years, 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 - "Transfer of a Limited Partnership Interest" on pages A-24 and A-25 of the Limited Partnership Agreement within the Prospectus, which is incorporated herein by reference.
There have been no distributions paid to the Limited Partner investors over the last
five years.
   (b) Approximate Number of Equity Security Holders:

                                       Number of Record Holders
   Title of Class                      as of March 31, 2001

Limited Partnership Interest                    2,043
General Partner Interest                            2

Item 6. Selected Financial Data

	2002 - ----	2001 - ----	2000 - ----	1999 - ----	1998 - ----
Total Revenues	$ 412,005	$ 423,174	$ 441,466	$ 457,380	$ 424,025
Net Loss	(577,139)	(787,797)	(877,394)	(975,308)	(1,268,394)
Equity in Losses of Project Partnerships	(202,920)	(366,069)	(490,163)	(610,098)	(905,818)
Total Assets	4,946,571	5,375,816	5,980,554	6,673,086	7,472,382
Investments In Project Partnerships	1,832,496	2,077,180	2,500,833	3,040,206	3,682,742
Per Limited Partnership Unit: (A) Tax Credits Portfolio Income Passive Loss	4.94 21.61 (141.03)	38.70 18.60 (149.30)	104.10 17.20 (135.00)	138.90 17.50 (130.40)	148.90 18.30 (133.00)
Net Loss	(22.35)	(30.51)	(33.98)	(37.77)	(49.12)

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

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

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

Results of Operations -

   Gateway commenced operations June 30, 1988. During the offering period, Gateway received $25,566,000 in capital contributions from investors. The proceeds available for investment from the capital contributions were used to acquire interests in Project Partnerships. At December 31, 1989, Gateway owned an interest in 65 Project Partnerships, and since December 31, 1990, Gateway has owned an interest in 82 Project Partnerships. There are no unusual events or trends to describe.

   As disclosed on the Statements of Operations, interest income was comparable for the years ended March 31, 2002, 2001 and 2000. Total expense for the year ended March 31, 2002 was $832,052, which is comparable for the years ended March 31, 2001 and 2000.

   Equity in Losses of Project Partnerships decreased from $490,163 for the year ended March 31, 2000 to $366,069 for the year ended March 31, 2001 to $202,920 for the year ended March 31, 2002. As presented in Note 8, Gateway's share of net loss decreased from $2,998,410 in 2000 to $2,595,555 in 2001 and to $2,352,749 for the year ened March 31,2002. Suspended Losses decreased from $2,508,247 in 2000 to $2,229,486 in 2001 and to $2,149,829 for the year ended March 31, 2002. These losses would reduce the investment in certain Project Partnerships below zero. In general, it is common in the real estate industry to experience losses for financial and tax reporting purposes because of the non-cash expenses of depreciation and amortization. (For the twelve months ending December 31, 2001, December 31, 2000, and December 31, 1999, the Project Partnerships reported depreciation and amortization expense of $3,520,633, $3,540,410, and $4,052,357, respectively). As a result, management expects Gate way will continue to report its equity in Project Partnerships as a loss for tax and financial reporting purposes.

   Overall, management believes Gateway is operating as expected and the Project Partnerships are generating tax credits which meet projections. However, there are two Project Partnerships that have experienced significant operating problems which are described below. Management does not expect any material adverse effect to Gateway from these Project Partnerships.

   On October 1, 1997 Value Partners, Inc. became the sole general partner of Village Apartments of Divernon Limited Partnership ("Divernon"), replacing the former general partners. Value Partners, Inc. is an affiliate of Raymond James Tax Credit Funds, Inc., the managing general partner of Gateway. Divernon is a 12 unit property located in Divernon, Illinois in which Gateway invested as the sole limited partner on October 1, 1989. The property's average occupancy rate for the year improved from 86% in 2000 to 92% in 2001. Gateway loaned Divernon $14,000, $9,000, and $10,000 to cover the operating deficits for 1999, 2000, and 2001 respectively. It is projected to require additional loans from Gateway including an estimated $11,000 for 2002. As of June 30, 1999, an updated workout plan with the USDA RD was implemented. Management is using rent incentives, vigorous advertising, and tight controls over repairs and maintenance to improve occupancy and cash flows in 2002.

   A Project Partnership located in Denver, Colorado had been experiencing cash shortages from operations in 1999 and 2000 due to increasing maintenance needs and a lengthy eviction process for bad tenants. Gateway loaned the partnership $40,000 in 2000 for the reduction of accounts payable and necessary capital improvements. As of February 2001, a new management team was hired to speed up the eviction process and find new qualified applicants in a timely manner. The occupancy rate for the year improved from 92% in 2000 to 96% in 2001.

   Gateway paid no cash distributions in the fiscal years ended March 31, 1999, 2000, and 2001 and management does not anticipate distributions in the foreseeable future.

Liquidity and Capital Resources -

   Gateway's capital resources 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 due but unpaid at the time Gateway sells its interests in the Project Partnerships is subordinated to the investors return of their original capital contribution.)

   The sources of funds to pay the operating costs 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 Gateway from the operations of the Project Partnerships. At March 31, 2002, Gateway had $1,184,578 of short term investments (Cash and Cash Equivalents). It also had $1,027,349 in Zero Coupon Treasuries with maturities providing $463,000 in fiscal year 2002 increasing to $514,000 in fiscal year 2004. Management believes these sources of funds are sufficient to meet Gateway's current and ongoing operating costs for the foreseeable future, and to pay part of the Asset Management Fee.

   For the year ending March 31, 2002, Gateway received $122,886 in cash distributions from the Project Partnerships and it received $463,000 from the matured Zero Coupon Treasuries. The General and Administrative operating costs were $96,407 and the Asset Management Fee actually paid was $315,339.

Item 8.  Financial Statements and Supplementary Data

INDEPENDENT AUDITOR'S REPORT

To the Partners of
   Gateway Tax Credit Fund, Ltd.

   We have audited the accompanying combined balance sheets of Gateway Tax Credit Fund, Ltd. (a Florida Limited Partnership) as of March 31, 2002 and 2001 and the related combined statements of operations, partners' equity (deficit), and cash flows for each of the three years in the period ended March 31, 2002. These combined financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these combined financial statements based on our audits. We did not audit the financial statements of certain Project Partnerships for which $14,398,908 and $13,979,915 of cumulative equity in losses are included in these financial statements as of March 31, 2002 and 2001, respectively and for which net losses of $202,918, $360,034 and $469,549 are included in the accompanying financial statements for each of the three years in the period ended March 31, 2002. Those financial statements were audited by other auditors whose reports have been furni shed to us, and our opinion, insofar as it relates to the amounts included for such underlying partnerships, is based solely on the reports of the other auditors.

   We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the combined financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the combined financial statements. An audit also includes assessing 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 combined financial statements referred to above present fairly, in all material respects, the financial position of Gateway Tax Credit Fund, Ltd. as of March 31, 2002 and 2001 and the results of its operations and its cash flows for each of the three years in the period ended March 31, 2002, in conformity with accounting principles generally accepted in the United States of America.

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

                             /s/ Spence Marston, Bunch, Morris & Co.
                                 SPENCE, MARSTON, BUNCH, MORRIS & CO.
                                 CERTIFIED PUBLIC ACCOUNTANTS

Clearwater, Florida
Date:  June 12, 2002

PART I - Financial Information
Item 1. Financial Statements

GATEWAY TAX CREDIT FUND, LTD.
(A Florida Limited Partnership)
COMBINED BALANCE SHEETS

	2002 - ----	2001 - ----
ASSETS Current Assets: Cash and Cash Equivalents Accounts Receivable Investments in Securities Prepaid Insurance Tenant Security Deposits Total Current Assets Investments in Securities Investments in Project Partnerships, Net Replacement Reserves Rental Property at Cost, Net Total Assets LIABILITIES AND PARTNERS' EQUITY Current Liabilities: Payable to General Partners Accounts Payable Accrued Real Estate Taxes Tenant Security Deposits Total Current Liabilities Long-Term Liabilities: Payable to General Partners Mortgage Notes Payable Total Long Term Liabilities Minority Interest in Local Limited Partnerships Partners' Equity (Deficit): Limited Partners (25,566 units outstanding at March 31, 2002 and 2001 General Partners Total Partners' Equity Total Liabilities and Partners' Equity	$ 1,184,578 45,281 460,085 628 0 - ----------- 1,690,572 567,264 1,832,496 0 856,239 - ----------- $ 4,946,571 =========== $ 373,212 8,215 14,265 6,400 - ----------- 402,092 - ----------- 3,021,493 1,236,962 - ----------- 4,258,455 - ----------- (63,179) - ----------- 569,700 (220,497) - ----------- 349,203 - ----------- $ 4,946,571 ===========	$ 950,106 47,122 437,854 221 4,800 - ----------- 1,440,103 945,443 2,077,180 14,480 898,610 - ----------- $ 5,375,816 =========== $ 347,096 6,942 20,031 6,800 - ----------- 380,869 - ----------- 2,843,627 1,242,329 - ----------- 4,085,956 - ----------- (17,351) - ----------- 1,141,068 (214,726) - ----------- 926,342 - ----------- $ 5,375,816 ===========

See accompanying notes to financial statements.

GATEWAY TAX CREDIT FUND, LTD.
(A Florida Limited Partnership)
COMBINED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED MARCH 31,

	2002 - ----	2001 - ----	2000 - ----
Revenues: Rental Interest Subsidy Interest Income Other Total Revenues Expenses: Asset Management Fee-General Partner General and Administrative: General Partner Other Rental Operating Expenses Interest Depreciation Amortization Total Expenses Loss Before Equity in Losses of Project Partnerships Equity in Losses of Project Partnerships Minority Interest in Loss of Combined Project Partnerships Net Loss Allocation of Net Loss: Limited Partners General Partners Net Loss Per Number of Limited Partnership Units Number of Limited Partnership Units Outstanding	$ 120,669 58,231 131,048 102,057 - --------- 412,005 493,205 45,714 50,693 84,415 86,604 56,805 14,616 - --------- 832,052 (420,047) (202,920) 45,828 - ---------- $ (577,139) =========== $ (571,368) (5,771) - ---------- $ (577,139) =========== $ (22.35) =========== 25,566 ===========	$ 117,161 57,936 176,086 71,991 - --------- 423,174 494,898 36,934 52,816 100,521 87,738 55,636 16,996 - --------- 845,539 (422,365) (366,069) 637 - ---------- $ (787,797) =========== $ (779,919) (7,878) - ---------- $ (787,797) =========== $ (30.51) =========== 25,566 ===========	$ 118,592 57,789 186,236 78,849 - --------- 441,466 496,681 39,066 51,302 82,549 87,299 55,563 16,685 - --------- 829,145 (387,679) (490,163) 448 - ---------- $ (877,394) =========== $ (868,620) (8,774) - ---------- $ (877,394) =========== $ (33.98) =========== 25,566 ===========

GATEWAY TAX CREDIT FUND, LTD.
(A Florida Limited Partnership)
COMBINED STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
FOR THE YEARS ENDED MARCH 31, 2002, 2001 AND 2000:

	Limited Partners - ---------	General Partners (Deficit) - --------	Total - -----
Balance at March 31, 1999 Net Loss Balance at March 31, 2000 Net Loss Balance at March 31, 2001 Net Loss Balance at March 31, 2002	$ 2,789,607 (868,620) - ------------ 1,920,987 (779,919) - ------------ 1,141,068 (571,368) - ------------ $ 569,700 ============	$ (198,074) (8,774) - ----------- (206,848) (7,878) - ----------- (214,726) (5,771) - ----------- $ (220,497) ============	$ 2,591,533 (877,394) - ----------- 1,714,139 (787,797) - ----------- 926,342 (577,139) - ----------- $ 349,203 ============

See accompanying notes to financial statements.

GATEWAY TAX CREDIT FUND, LTD.
(A Florida Limited Partnership)
COMBINED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED MARCH 31, 2002, 2001 AND 2000:

		2002 - ----	2001 - ----	2000 - ----
Cash Flows from Operating Activities: Net Loss Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities: Amortization Depreciation Distributions Included in Other Income Accreted Interest Income on Investments in Securities Equity in Losses of Project Partnerships Minority Interest in Losses of Combined Project Partnerships Interest Income from Redemption of Securities Changes in Operating Assets and Liabilities: Increase in Accounts Receivable Decrease (Increase) in Prepaid Insurance Decrease (Increase) in Accounts Payable Increase (Decrease) in Replacement Reserves Decrease (Increase) in Security Deposits Decrease in Accrued Real Estate Taxes Increase in Payable to General Partners Net Cash Used in Operating Activities Cash Flows from Investing Activities: Distributions Received from Project Partnerships Redemption of Investment in Securities Purchase of Equipment Net Cash Provided by Investing Activities Cash Flows from Financing Activities: Principal Payment on Debt Net Cash Provided by (Used In) Financing Activities Increase in Cash and Cash Equivalents Cash and Cash Equivalents at Beginning of Year Cash and Cash Equivalents at End of Year		$(577,139) 14,616 56,805 (95,741) (107,051) 202,920 (45,828) 276,104 (8,160) (407) 1,273 14,480 4,400 (5,766) 213,983 - --------- (55,511) - --------- 122,886 186,896 (14,432) - --------- 295,350 - --------- (5,367) - --------- (5,367) - --------- 234,472 950,106 - --------- $1,184,578 ==========	$(787,797) 16,996 55,636 (67,493) (134,560) 366,069 (637) 245,379 (53,336) 168 5,917 (6,685) 913 (2,632) 194,221 - --------- (167,841) - --------- 108,085 193,621 (2,140) - --------- 299,566 - --------- (5,113) - --------- (5,113) - --------- 126,612 823,494 - --------- $ 950,106 ==========	$(877,394) 16,685 55,563 (75,149) (157,699) 490,163 (448) 216,270 (30,798) (389) (1,466) 6,897 (4,157) (28) 224,384 - --------- (137,566) - --------- 107,675 200,730 (3,957) - --------- 304,448 - --------- (4,681) - --------- (4,681) - --------- 162,201 661,293 - --------- $ 823,494 ==========
Supplemental Cash Flow Information: Interest Paid	$ 28,373 ==========		$ 29,803 ==========	$ 29,510 ==========

See accompanying notes to financial statements.

GATEWAY TAX CREDIT FUND, LTD.
(A Florida Limited Partnership)
NOTES TO COMBINED FINANCIAL STATEMENTS
March 31, 2002, 2001 AND 2000

NOTE 1 - ORGANIZATION:

   Gateway Tax Credit Fund, Ltd. ("Gateway"), a Florida Limited Partnership, was formed October 27, 1987 under the laws of Florida. Operations commenced on June 30, 1988. Gateway invests, as a limited partner, in other limited partnerships ("Project Partnerships"), each of which owns and operates 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. Gateway closed the offering on March 1, 1990 after receiving Limited and General Partner capital contributions of $25,566,000 and $1,000, respectively. The fiscal year of Gateway for reporting purposes ends on March 31.

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

   Operating profits and losses, cash distributions from operations and tax credits are allocated 99% to the Limited Partners 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:

   Combined Statements

   The accompanying statements include, on a combined basis, the accounts of Gateway, Village Apartments of Sparta Limited Partnership and Village Apartments of Divernon Limited Partnership ("Combined Entities"), two Project Partnerships in which Gateway has invested. As of October 1, 1996 and October 1, 1997, respectively, an affiliate of Gateway's Managing General Partner, Value Partners, Inc. became the general partner of the Combined Entities. Since the general partner of the Combined Entities is now an affiliate of Gateway, these combined financial statements include the financial activity of the Combined Entities for all years presented. All significant intercompany balances and transactions have been eliminated. Gateway has elected to report the results of operations of the Combined Entities on a 3-month lag basis, consistent with the presentation of financial information of all Project Partnerships.

   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"), with the exception of the Combined Entities, using the equity method of accounting, because management believes that Gateway does not have a majority control of the major operating and financial policies of the Project Partnerships in which it invests, and reports the equity in losses of the Project Partnerships on a 3-month lag in the Statements of Operations. Under the equity method, the Investments in Project Partnerships initially include:

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

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

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

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

   Gateway reviews its investments in Project Partnerships to determine if there has been any permanent impairment whenever events or changes in circumstances indicate that the carrying amount of the investment may not be recoverable. If the sum of the expected future cash flows is less than the carrying amount of the investment, Gateway recognizes an impairment loss. No impairment loss has been recognized in the accompanying financial statements.

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

Cash and Cash Equivalents

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

Capitalization and Depreciation

   Land, buildings and improvements are recorded at cost. Depreciation is calculated using the accelerated method in amounts adequate to amortize costs over the lives of the applicable assets as follows:

     Buildings                 27-1/2 years
     Equipment                      7 years

   Expenditures for maintenance and repairs are charged to expense as incurred. Upon disposal of depreciable property, the appropriate property accounts are reduced by the related costs and accumulated depreciation. The resulting gains and losses are reflected in the statement of income.

   Rental Income

    Rental income, principally from short-term leases on the Combined Entity's apartment units, is recognized as income under the accrual method as the rents become due.

    Concentrations 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 accounting principles generally accepted in the United States of America 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. Treasury Security Strips) until maturity and to use these reserves to fund Gateway's ongoing operations. Interest income is recognized ratably on the U.S. Treasury Strips using the effective yield to maturity.

      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 2000 and 2001 figures have been reclassified, where appropriate, to conform with the financial statement presentation used in 2002.

NOTE 3 - INVESTMENT IN SECURITIES:

    The March 31, 2002 Balance Sheet includes Investments in Securities equal to $1,027,349 ($460,085 and $567,264). These investments consist of U. S. Treasury Security Strips at their cost, plus accreted interest income of $614,247. The estimated market value at March 31, 2002 of these debt securities is $1,090,874 resulting in a gross unrealized gain of $63,525.

   As of March 31, 2002, the cost and accreted interest by contractual maturities
is as follows:

     Due within 1 year                             $ 460,085
     After 1 year through 5 years                    567,264
                                                  ----------
     Total Amount Carried on Balance Sheet        $1,027,349
                                                  ==========

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 General Partners and affiliates are entitled to compensation and reimbursement for costs and expenses as follows:

   Asset Management Fee - The Managing General Partner is entitled to an annual asset management fee equal to 0.45% 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. Totals incurred for the years ended March 31, 2002, 2001 and 2000 were $493,205, $494,898 and $496,681 respectively.

   General and Administrative Expenses - Raymond James Tax Credit Funds, Inc., the Managing General Partner, is reimbursed for general and administrative expenses of Gateway on an accountable basis. These expenses are included in the Statements of Operations. Totals incurred for the years ended March 31, 2002, 2001 and 2000 were $45,714, $36,934 and $39,066 respectively.

NOTE 5 - RENTAL PROPERTY

   A summary of the rental property is as follows at December 31, 2001:

	Cost - ------	Accumulated Depreciation - ------------	Book Value - -----
Land Buildings Furniture and Appliances Net Book Value	$ 47,000 1,437,039 50,768 - --------- $1,534,807 ==========	$ 0 630,496 48,072 - -------- $678,568 ========	$ 47,000 806,543 2,696 - -------- $856,239 ========

A summary of the rental property is as follows at December 31, 2000:

	Cost - ------	Accumulated Depreciation - ------------	Book Value - -----
Land Buildings Furniture and Appliances Net Book Value	$ 47,000 1,423,415 49,958 - --------- $1,520,373 ==========	$ 0 578,240 43,523 - -------- $621,763 ========	$ 47,000 845,175 6,435 - -------- $898,610 ========

NOTE 6 - MORTGAGE NOTE PAYABLE

   The mortgage note payable for Sparta originated on December 1, 1998 in the amount of $843,253. The loan is at a stated interest rate of 6.125% for a period of 50 years, the loan also contains a provision for an interest subsidy which reduces the effective interest rate to 2.325%. At December 31, 2001 the development was in compliance with the terms of the subsidy agreement and is receiving the reduced rate which makes the monthly payments $1,925.75.

   Expected maturities of the mortgage note payable are as follows:

     Year Ending            Amount
     -----------           --------
     12/31/02                4,109
     12/31/03                4,205
     12/31/04                4,303
     12/31/05                4,403
     Thereafter            814,607
                         ----------
     Total               $ 831,627
                         ==========

   The mortgage note payable for Divernon originated on October 2, 1989 in the amount of $416,113. The loan is at a stated interest rate of 8.75% for a period of 50 years, the loan also contains a provision for an interest subsidy which reduces the effective interest rate to 2.35%. At December 31, 2001 the development was in compliance with the terms of the subsidy agreement and is receiving the reduced rate which makes the monthly payment $883, including principal and interest.

   Expected maturities of the mortgage note payable are as follows:

     Year Ending          Amount
     -----------         --------
     12/31/02               1,373
     12/31/03               1,404
     12/31/04               1,437
     12/31/05               1,472
     Thereafter           399,649
                        ----------
     Total              $ 405,335
                        ==========

NOTE 7 - TAXABLE INCOME (LOSS):

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

	2002 - ----	2001 - ----	2000 - ----
Net Loss per Financial Statements	$ (577,139)	$ (787,797)	$ (877,394)
Equity in Losses of Project Partnerships for tax purposes in excess of losses for financial statement purposes	(440,421)	(497,469)	208,931
Losses suspended for financial reporting purposes	(2,149,829)	(2,229,486)	(2,508,247)
Adjustments to convert March 31, fiscal year end to December 31, taxable year end	(14,303)	20,807	46,092
Items Expensed for Financial Statement purposes not expensed for Tax purposes: Asset Management Fee Amortization Expense Miscellaneous Income	178,607 17,074 (67,493) - -----------	180,190 12,624 (75,149) - -----------	185,289 (40,519) (55,973) - ------------
Partnership loss for tax purposes as of December 31	$(3,053,504) ============	$(3,376,280) ============	$(3,041,821) ============
	December 31, 2001 - ------------	December 31, 2000 - ------------	December 31, 1999 - ------------
Federal Low Income Housing Tax Credits (Unaudited)	$ 126,423 ============	$ 1,000,167 ============	$ 2,676,768 ============

The Partnership's Investment in Project Partnerships is approximately $18,514,452 higher for financial reporting purposes than for tax return purposes because (i) annual tax depreciation expense is higher than financial depreciation, (ii) certain expenses are not deductible for tax return purposes and (iii) losses are suspended for financial purposes but not for tax return purposes.

   The differences in the assets and liabilities of the Fund for financial reporting purposes and tax reporting purposes for the year ended March 31, 2002 are as follows:

                              Financial        Tax
                              Reporting        Reporting
                              Purposes         Purposes        Differences
Investments in Local
Limited Partnerships         $ 1,832,496      $(16,681,956)    $18,514,452

Other Assets                 $ 3,114,075      $  2,265,963     $   848,112

Liabilities                  $ 4,660,547      $     23,466     $ 4,637,081

NOTE 8 - INVESTMENTS IN PROJECT PARTNERSHIPS:

   As of March 31, 2002, the Partnership had acquired a 99% interest in the profits, losses and tax credits as a limited partner in 80 Project Partnerships, excluding the Combined Entities, which own and operate government assisted multi-family housing complexes.

   Cash flows from operations are allocated according to each Partnership agreement.
Upon dissolution proceeds will be distributed according to each Partnership agreement.

   The following is a summary of Investments in Project Partnerships, excluding the Combined Entities at March 31, 2002:

	MARCH 31, 2002 - --------------	MARCH 31, 2001 - --------------
Capital Contributions to Project Partner-ships and purchase price paid for limited partner interests in Project Partnerships Cumulative equity in losses of Project Partnerships (1) Cumulative distributions received from Project Partnerships Investment in Project Partnerships before Adjustments Excess of investment cost over the underlying assets acquired: Acquisition fees and expenses Accumulated amortization of acquisition fees and expenses Investments in Project Partnerships	$ 17,982,007 (17,167,549) (689,238) - ------------ 125,220 2,254,715 (547,439) - ------------ $ 1,832,496 ============	$ 17,982,007 (16,964,628) (662,091) - ------------ 355,288 2,254,715 (532,823) - ------------ $ 2,077,180 ============

(1) In accordance with the Partnership's accounting policy to not carry Investments in Project Partnerships below zero, cumulative suspended losses of $12,955,415 for the year ended March 31, 2002 and cumulative suspended losses of $10,805,586 for the year ended March 31, 2001 are not included.

The Partnership's equity as reflected by the Project Partnerships of ($13,287,923)
differs from the Partnership's Investments in Project Partnerships before acquisition
fees and expenses and amortization of $125,220 primarily because of suspended losses
on the Partnership's books.

NOTE 8 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

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

	2001 - ----	2000 - ----	1999 - ----
SUMMARIZED BALANCE SHEETS Assets: Current assets Investment properties, net Other assets Total assets Liabilities and Partners' Equity: Current liabilities Long-term debt Total liabilities Partners' equity Gateway General Partners Total Partners' equity Total liabilities and partners' equity SUMMARIZED STATEMENTS OF OPERATIONS Rental and other income Expenses: Operating expenses Interest expense Depreciation and amortization Total expenses Net loss Other partners' share of net loss Partnerships' share of net loss Suspended losses Equity in Losses of Project Partnerships	$ 10,050,606 69,169,728 77,652 - ------------ $79,297,986 ============ $ 3,208,272 91,074,428 - ------------ 94,282,700 - ------------ (13,287,923) (1,696,791) - ------------ (14,984,714) - ------------ $79,297,986 ============ $16,980,398 - ------------ 8,740,917 7,095,362 3,520,633 - ------------ 19,356,912 - ------------ $(2,376,514) ============ $ (23,765) ============ $(2,352,749) 2,149,829 - ------------ $ (202,920) ============	$ 9,905,902 72,336,478 83,227 - ------------ $82,325,607 ============ $ 3,306,568 91,449,102 - ------------ 94,755,670 - ------------ (10,818,892) (1,611,171) - ------------ (12,430,063) - ------------ $82,325,607 ============ $16,500,621 - ------------ 8,420,104 7,161,879 3,540,410 - ------------ 19,122,393 - ------------ $(2,621,772) ============ $ (26,217) ============ $(2,595,555) 2,229,486 - ------------ $ (366,069) ============	$ 9,662,741 75,586,970 154,521 - ------------ $85,404,232 ============ $ 3,133,681 91,844,099 - ------------ 94,977,780 - ------------ (8,128,143) (1,445,405) - ------------ (9,573,548) - ------------ $85,404,232 ============ $16,854,130 - ------------ 8,037,594 7,792,876 4,052,357 - ------------ 19,882,827 - ------------ $(3,028,697) ============ $ (30,287) ============ $(2,998,410) 2,508,247 - ------------ $ (490,163) ============

As of December 31, 2001, the largest Project Partnership constituted 7.2% and 8.0% of the combined total assets and combined total revenues. As of December 31, 2000, the largest Project Partnership constituted 7.0% and 7.4% of the combined total assets and combined total revenues.

The report of the independent certified public accountants with respect to the financial statements of two Project Partnerships expressed substantial doubt as to the Project Partnerships' ability to continue as a going concern. Gateway's net investment in these Project Partnerships at March 31, 2002 and 2001 is zero. Gateway's original investment in the Project Partnership approximated $363,260. Through December 31, 2001, the Project Partnerships have had recurring losses from operation and have a net capital deficiency.

NOTE 9 - SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED):

Year 2002                 Quarter 1     Quarter 2    Quarter 3    Quarter 4
                         6/30/2001     9/30/2001    12/31/2001    3/31/2002

Total Revenues           $  70,609     $  68,513     $  63,363    $ 209,520

Net Income (Loss)        $(128,153)    $(201,694)    $(273,301)   $ 26,009

Earnings (Loss) Per
Weighted Average
Beneficial Assignee
Certificates Outstanding $   (4.96)    $   (7.81)    $  (10.58)   $    1.00

Year 2001                Quarter 1     Quarter 2    Quarter 3     Quarter 4
                         6/30/2000     9/30/2000    12/31/2000    3/31/2001
Total Revenues           $  77,584     $  78,540     $  74,802    $ 192,248

Net Income (Loss)        $(197,167)    $(255,417)    $ (66,885)   $(268,328)

Earnings (Loss) Per
Weighted Average
Beneficial Assignee
Certificates Outstanding $   (7.63)    $   (9.90)    $   (2.59)   $  (10.39)

Schoonover Boyer & Associates
383 North Front Street
Columbus, OH 43215
PHONE: 614-888-8000
FAX: 614-888-8634

INDEPENDENT AUDITORS' REPORT
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To the Partners
Crosstown Seniors Limited Dividend
Housing Association Limited Partnership
(a Michigan Limited Partnership)
Kalamazoo, Michigan

We have audited the accompanying balance sheets of Crosstown Seniors Limited Dividend Housing Association Limited Partnership, (a Michigan Limited Partnership) as of December 31, 2001 and 2000, and the related statements of operations, statements of partners' equity (deficit), and statements of cash flows for the years then ended. These financial statements are the responsibility of the Partnership's Management. Our responsibility is to express an opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Crosstown Seniors Limited Dividend Housing Association Limited Partnership as of December 31, 2001 and 2000, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

/s/ Schoonover Boyer & Associates
Certified Public Accountants

Columbus, Ohio
January 25, 2002

Feldhake & Associates, P.C.
Certified Public Accountants
5675 DTC Blvd., Suite 250
Englewood, CO 80111
PHONE: 303-694-8822
FAX: 303-771-9232

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

The Partners
Clayfed Apartments Ltd.
(A Limited Partnership)
Denver, Colorado

We have audited the accompanying balance sheet of Clayfed Apartments (HUD Project No. 101-94010) as of December 31, 2001 and 2000 and the related statements of profit and loss, changes in project deficit and cash flows for the year then ended. These financial statements are the responsibility of the Project's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Clayfed Apartments (HUD Project No. 101-94010) as of December 31, 2001 and the results of its operations, changes in project deficit and cash flows for the year then ended, in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards and the Consolidated Audit Guide for Audits of HUD Programs issued by the U.S. Department of Housing and Urban Development, we have also issued a report dated January 24, 2002 on our consideration of the Project's internal controls and reports dated January 24, 2002 on its compliance with specific requirements applicable to major HUD programs and specific requirements applicable to Fair Housing and Non-Discrimination. Those reports are an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit.

Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supporting information included in the report shown on pages 14 to 16 is presented for purposes of additional analysis and is not a required part of the basic financial statements of Clayfed Apartments (HUD Project No. 101-94010). Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

/s/ Feldhake & Associates, P.C.
Englewood, Colorado
January 24, 2002

Feldhake & Associates, P.C.
Certified Public Accountants
5675 DTC Blvd., Suite 250
Englewood, CO 80111
PHONE: 303-694-8822
FAX: 303-771-9232

INDEPENDENT AUDITORS' REPORT
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The Partners
Westside Apartments, Ltd.
(A Limited Partnership)
Denver, Colorado

We have audited the accompanying balance sheet of Westside Apartments (HUD Project No. 101-94009) as of December 31, 2001 and 2000 and the related statements of profit and loss, changes in project deficit and cash flows for the year then ended. These financial statements are the responsibility of the Project's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Westside Apartments (HUD Project No. 101-94009) as of December 31, 2001 and the results of its operations, changes in project deficit and cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States.

The accompanying financial statements have been prepared assuming that the Project will continue as a going concern. As discussed in Note 6 to the financial statements, the Project's significant operating losses which have caused a substantial surplus cash deficit raise substantial doubt about it's ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supporting information included in the report shown on pages 15 to 17 is presented for purposes of additional analysis and is not a required part of the basic financial statements of Westside Apartments (HUD Project No. 101-94009). Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements, and in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

/s/ Feldhake & Associates, P.C.
Englewood, Colorado
January 24, 2002

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

INDEPENDENT AUDITORS' REPORT
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To the Partners of                                                                                                                                    Rural Housing Service
Madison, Ltd.                                                                                                                                            Servicing Office
DBA Madison Woods Apartments                                                                                                      Wooster, Ohio
Hudson, Ohio

We have audited the accompanying balance sheets of Madison, Ltd. (a limited partnership), DBA Madison Woods Apartments, Case No. 41-043-341595553, as of December 31, 2001 and 2000, and the related statements of income, 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 auditing standards generally accepted in the United States of America, Government Auditing Standards, issued by the Comptroller General of the United States, and the U.S. Department of Agriculture, Farmers Home Administration "Audit Program" issued in December 1989. Those standards require that we plan and perform our audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, the evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Madison, Ltd., DBA Madison Woods Apartments, Case No. 41-043-341595553, at December 31, 2001 and 2000, and the results of its operations, changes in partners' equity (deficit) and cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

In accordance with Government Auditing Standard and and the U.S. Department of Agriculture, Farmers Home Administration "Audit Program", issued in December 1989, we have also issued a report dated January 11, 2002, on our consideration of Madison, Ltd.'s internal control and a report dated January 11, 2002, on its compliance with specific requirements applicable to Rural Housing Service Programs. Those reports are an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with the report in considering the results of our audit.

/s/ Fentress, Brown, CPAs & Associates, LLC
Certified Public Accountants
Columbus, Ohio
January 11, 2002

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

INDEPENDENT AUDITORS' REPORT
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To the Partners of                                                                                                                                    Rural Housing Service
Middlefield, Limited                                                                                                                                 Servicing Office
DBA Lakeview Village II                                                                                                                         Wooster, Ohio
Hudson, Ohio

We have audited the accompanying balance sheets of Middlefield, Limited (a limited partnership), DBA Lakeview Village II, Case No. 41-028-341618469, as of December 31, 2001 and 2000, and the related statements of income, 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 auditing standards generally accepted in the United States of America, Government Auditing Standards, issued by the Comptroller General of the United States, and the U.S. Department of Agriculture, Farmers Home Administration "Audit Program" issued in December 1989. Those standards require that we plan and perform our audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Middlefield, Limited, DBA Lakeview Village II, Case No. 41-028-341618469, at December 31, 2001 and 2000, and the results of its operations, changes in partners' equity (deficit) and cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

In accordance with Government Auditing Standards and the U.S. Department of Agriculture, Farmers Home Administration "Audit Program" issued in December 1989, we have also issued a report dated January 11, 2002, on our consideration of Middlefield, Limited's internal control and a report dated January 11, 2002, on its compliance with specific requirements applicable to Rural Housing Service Programs. Those reports are an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit.

/s/ Fentress, Brown, CPAs & Associates, LLC
Certified Public Accountants
Columbus, Ohio
January 11, 2002

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

INDEPENDENT AUDITORS' REPORT
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To the Partners
Ashburn Housing Ltd
Valdosta, Georgia

We have audited the accompanying balance sheets of Ashburn Housing, Ltd. (a Limited Partnership), Federal ID No.: 58-1830643, as of December 31, 2001 and 2000, 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 auditing standards generally accepted in the United States of America and Government Auditing Standards issued by the Comptroller General of the United States. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Ashburn Housing, Ltd. as of December 31, 2001 and 2000, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

In accordance with Government Auditing Standards, we have also issued a report dated January 29, 2002 on our consideration of Ashburn Housing, Ltd.'s internal control structure and a report dated January 29, 2002 on its compliance with laws and regulations. There reports are an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audits.

/s/ Henderson & Godbee, P.C.
Certified Public Accountants
January 29, 2002

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

INDEPENDENT AUDITORS' REPORT
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To the Partners
Buena Vista Housing, Ltd.
Valdosta, Georgia

We have audited the accompanying balance sheets of Buena Vista Housing, Ltd. (a Limited Partnership), Federal ID No.: 58-1830642, as of December 31, 2001 and 2000, and the related statements of income, partners' equity (deficit) and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Buena Vista Housing, Ltd. as of December 31, 2001 and 2000, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

In accordance with Government Auditing Standards, we have also issued a report dated January 25, 2002 on our consideration of Buena Vista Housing Ltd.'s internal control structure and a report dated January 25, 2002 on its compliance with laws and regulations.

/s/ Henderson & Godbee, P.C.
Certified Public Accountants
January 25, 2002

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

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

We have audited the accompanying balance sheets of Cuthbert Elderly Housing, Ltd. (a limited partnership), Federal ID No.: 58-1830589, as of December 31, 2001 and 2000, 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.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Cuthbert Elderly Housing, Ltd. as of December 31, 2001 and 2000, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

In accordance with Government Auditing Standards, we have also issued a report dated January 29, 2002 on our consideration of Cuthbert Elderly Housing Ltd.'s internal control structure and a report dated January 29, 2002 on its compliance with laws and regulations. These reports are an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audits.

/s/ Henderson & Godbee, P.C.
Certified Public Accountants
January 29, 2002

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

INDEPENDENT AUDITORS' REPORT
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To the Partners
Hannah's Mill Apartments, Ltd.
Valdosta, Georgia

We have audited the accompanying balance sheets of Hannah's Mill Apartments, Ltd. (a limited partnership), Federal ID No.: 58-1786726, as of December 31, 2001 and 2000, 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.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Hannah's Mill Apartments, Ltd. as of December 31, 2001 and 2000, and the results of its operations and its cash flows for the years then ended in conformity with auditing standards generally accepted in the United States of America.

In accordance with Government Auditing Standards, we have also issued a report dated January 29, 2002 on our consideration of Hannah's Mill Apartments, Ltd.'s internal control structure and a report dated January 29, 2002 on its compliance with laws and regulations. There reports are an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audits.

/s/ Henderson & Godbee, P.C.
Certified Public Accountants
January 29, 2002

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

INDEPENDENT AUDITORS' REPORT
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To the Partners of
Milton Elderly Housing, Ltd., L.L.L.P.

We have audited the accompanying balance sheets of MILTON ELDERLY HOUSING, LTD., L.L.L.P. (USDA Rural Development Case No.09-057-592911560), a limited partnership, as of December 31, 2001 and 2000, 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 auditing standards generally accepted in the United States of America, Government Auditing Standards, issued by the Comptroller General of the United States, and the U.S. Department of Agriculture, Farmers Home Administration's Audit Program. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of MILTON ELDERLY HOUSING, LTD., L.L.L.P. as of December 31, 2001 and 2000, and the results of its operations, its changes in partner's equity (deficit), and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

In accordance with Government Auditing Standards, we have also issued a report dated January 25, 2002, on our consideration of MILTON ELDERLY HOUSING, LTD. L.L.L.P.'s internal control and a report dated January 25, 2002, on its compliance with laws and regulations applicable to the financial statements. Those reports are an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audits.

Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information on pages 14 through 23 is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

/s/ Habif, Arogeti & Wynne, LLP
Certified Public Accountants
Atlanta, Georgia
January 25, 2002

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

INDEPENDENT AUDITORS' REPORT
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To the Partners
Winder Apartments, Ltd.
Valdosta, Georgia

We have audited the accompanying balance sheets of Winder Apartments, Ltd. (A Limited Partnership), Federal ID No.: 58-1786693, as of December 31, 2001 and 2000, and the related statements of income, partners' (deficit) and cash flows for the years then ended. The financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Winder Apartments, Ltd. as of December 31, 2001 and 2000, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

In accordance with Government Auditing Standards, we have also issued a report dated January 29, 2002 on our consideration of the Winder Apartments, Ltd.'s internal control structure and a report dated January 29, 2002 on its compliance with laws and regulations. These reports are an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audits.

/s/ Henderson & Godbee, P.C.
Certified Public Accountants
January 29, 2002

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

INDEPENDENT AUDITORS' REPORT
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To the Partners
Sylacauga Garden Apartments III, Ltd.
Sylacauga, Alabama

We have audited the accompanying balance sheets of Sylacauga Garden Apartments III, Ltd., a limited partnership, RHS Project No.: 01-061-630953708 as of December 31, 2001 and 2000, and the related statements of operations, partners' deficit and cash flows for the years then ended. These financial statements are the responsibility of the partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Sylacauga Garden Apartments III, Ltd., RHS Project No.:01-061-630953708 as of December 31, 2001 and 2000, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

The audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information on pages 10 through 13 is presented for purposes of additional analysis and is not a required part of the basic financial statements. The supplemental information presented in the Multiple Family Housing Borrower Balance Sheet (Form FmHA 1930-8) Parts I and II for the year ended December 31, 2001 and 2000, is presented for purposes of complying with the requirements of the Rural Housing Services and is also not a required part of the basic financial statements. Such information has been subjected to the audit procedures applied in the audit of the basic financial statements and, in our opinion is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

In accordance with Government Auditing Standards, we have also issued a report dated February 19, 2002 on our consideration of Sylacauga Garden Apartments III, Ltd.'s internal control over financial reporting and on our tests of its compliance with certain provisions of laws and regulations.

/s/ Donald W. Causey & Associates, P.C.
Certified Public Accountants
Gadsden, Alabama
February 19, 2002

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

INDEPENDENT AUDITORS' REPORT
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To the Partners
RIVER ROAD APARTMENTS LIMITED

We have audited the accompanying balance sheets of RIVER ROAD APARTMENTS LIMITED, RHS PROJECT NO. 22-026-721099603 as of December 31, 2001 and 2000 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 auditing standards generally accepted in the United States of America 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 RIVER ROAD APARTMENTS LIMITED as of December 31, 2001 and 2000 and the results of its operations, changes in partners' equity and cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

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

In accordance with Government Auditing Standards, we have also issued a report dated February 1, 2002 on our consideration of RIVER ROAD APARTMENTS LIMITED's internal control and a report dated February 1, 2002 on its compliance with laws and regulations applicable to the financial statements.

/s/ Pailet, Meunier and Le Blanc, L.L.P.
Certified Public Accountants
Metairie, Louisiana
February 1, 2002

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

INDEPENDENT AUDITORS' REPORT
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Partners
Garden Walk of Augusta
A Division of Augusta Properties (A Limited Partnership)
Fort Smith, Arkansas

We have audited the accompanying balance sheets of Garden Walk of Augusta, A Division of Augusta Properties (A Limited Partnership) as of December 31, 2001 and 2000, 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 auditing standards generally accepted in the United States of America and the standards the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Garden Walk of Augusta, A Division of Augusta Properties, (A Limited Partnership) as of December 31, 2001 and 2000, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

In accordance with Government Auditing Standards, we have also issued our report dated February 7, 2002, on our consideration of the Partnership's internal control over financial reporting and our tests of its compliance with certain provisions of the laws, regulations, contracts and grants. That report is an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit.

/s/ Baird, Kurtz, & Dobson, LLP
February 7, 2002

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

INDEPENDENT AUDITORS' REPORT
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Partners
Booneville Properties, A Limited Partnership
D/B/A Garden Walk of Booneville
Fort Smith, Arkansas

We have audited the accompanying balance sheets of Booneville Properties, A Limited Partnership, D/B/A Garden Walk of Booneville as of December 31, 2001 and 2000, 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 auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Booneville Properties, A Limited Partnership, D/B/A Garden Walk of Booneville as of December 31, 2001 and 2000, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

/s/ Baird, Kurtz, & Dobson, LLP
February 7, 2002

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

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

We have audited the accompanying balance sheets of Barling Properties, A Limited Partnership, D/B/A Barling Place Apartments as of December 31, 2001 and 2000, 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.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Barling Properties, A Limited Partnership, D/B/A Barling Place Apartments as of December 31, 2001 and 2000, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

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

/s/ Baird, Kurtz, & Dobson, LLP
February 7, 2002

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

INDEPENDENT AUDITORS' REPORT
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Partners
Poteau Properties IV, A Limited Partnership
D/B/A El Conquistador Apartments
Fort Smith, Arkansas

We have audited the accompanying balance sheets of Poteau Properties IV, A Limited Partnership, D/B/A El Conquistador Apartments as of December 31, 2001 and 2000, 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.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Poteau Properties IV, A Limited Partnership, D/B/A El Conquistador Apartments as of December 31, 2001 and 2000, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

/s/ Baird, Kurtz, & Dobson, LLP
February 7, 2002

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

INDEPENDENT AUDITORS' REPORT
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Partners
Turtle Creek Properties Phase II, A Limited Partnership
D/B/A Mill Creek III Apartments
Fort Smith, Arkansas

We have audited the accompanying balance sheets of Turtle Creek Properties Phase II, A Limited Partnership, D/B/A Mill Creek III Apartments as of December 31, 2001 and 2000, 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.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Turtle Creek Properties Phase II, A Limited Partnership, D/B/A Mill Creek III Apartments as of December 31, 2001 and 2000, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

/s/ Baird, Kurtz, & Dobson, LLP
February 7, 2002

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

INDEPENDENT AUDITORS' REPORT
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Partners
Broken Bow Properties II, A Limited Partnership
D/B/A Oakwood Village II Apartments
Fort Smith, Arkansas

We have audited the accompanying balance sheets of Broken Bow Properties II, A Limited Partnership, D/B/A Oakwood Village II Apartments as of December 31, 2001 and 2000, 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.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Broken Bow Properties II, A Limited Partnership, D/B/A Oakwood Village II Apartments as of December 31, 2001 and 2000, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

/s/ Baird, Kurtz, & Dobson, LLP
February 7, 2002

LaFollette, Jansa, Brandt & Co. LLP
P.O. Box 945 - 622 S. Minnesota Avenue
Sioux Falls, SD 57101-0945
PHONE: 605-336-0935
FAX: 605-336-0983

INDEPENDENT AUDITORS' REPORT
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Partners of Lakewood Apartments
Project Number 32-060-470717466

We have audited the accompanying balance sheets of Lakewood Apartments, a limited partnership, Project Number 32-060-470717466 as of December 31, 2001 and 2000, 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 Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Lakewood Apartments as of December 31, 2001 and 2000, 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 13, 2002, on our consideration of internal controls.

/s/ LaFollette, Jansa, Brandt & Co. LLP
Certified Public Accountants & Consultants
Sioux Falls, South Dakota
February 13, 2002

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

INDEPENDENT AUDITORS' REPORT
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To the Partners
Monroe Family, Ltd.
Valdosta, Georgia

We have audited the accompanying balance sheets of Monroe Family, Ltd. (a Georgia limited partnership),

Federal ID No. 58-1768407, as of December 31, 2001 and 2000, 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.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Monroe Family, Ltd. as of December 31, 2001 and 2000, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

In accordance with Government Auditing Standards, we have also issued a report dated January 16, 2002 on our consideration of the Monroe Family, Ltd.'s internal control structure and a report dated January 16, 2002 on its compliance with laws and regulations. These reports are an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audits.

/s/ Henderson & Godbee, P.C.
Certified Public Accountants
January 16, 2002

Regardie, Brooks & Lewis
7101 Wisconsin Avenue, Suite 1012
Bethesda, MD 20814
PHONE: 301-654-9000
FAX: 301-656-3056

INDEPENDENT AUDITORS' REPORT
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To the Partners
Brandywine III, LLLP
Bethesda, Maryland

We have audited the accompanying balance sheets of Brandywine III, LLLP as of December 31, 2001 and 2000, 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 auditing standards generally accepted in the United States of America 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 Brandywine III, LLLP as of December 31, 2001 and 2000, and the results of its operations, changes in partners' capital and cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

In accordance with Government Auditing Standards, we have also issued our reports dated February 27, 2002 on our consideration of Brandywine III, LLLP's internal control and on its compliance with laws and regulations.

/s/ Regardie, Brooks & Lewis
Certified Public Accountants
February 27, 2002

Regardie, Brooks & Lewis
7101 Wisconsin Avenue, Suite 1012
Bethesda, MD 20814
PHONE: 301-654-9000
FAX: 301-656-3056

INDEPENDENT AUDITORS' REPORT
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To the Partners
Concord IV, LLLP
Bethesda, Maryland

We have audited the accompanying balance sheets of Concord IV, LLLP as of December 31, 2001 and 2000, 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 auditing standards generally accepted in the United States of America 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 Concord IV, LLLP as of December 31, 2001 and 2000, 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 generally accepted in the United States of America.

In accordance with Government Auditing Standards, we have also issued our reports dated February 27, 2002 on our consideration of Concord IV, LLLP's internal control and on its compliance with laws and regulations.

/s/ Regardie, Brooks & Lewis
Certified Public Accountants
February 27, 2002

Regardie, Brooks & Lewis
7101 Wisconsin Avenue, Suite 1012
Bethesda, MD 20814
PHONE: 301-654-9000
FAX: 301-656-3056

INDEPENDENT AUDITORS' REPORT
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To the Partners
Dunbarton Oaks III, LLLP
Bethesda, Maryland

We have audited the accompanying balance sheets of Dunbarton Oaks III, LLLP as of December 31, 2001 and 2000, 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 auditing standards generally accepted in the United States of America 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 Dunbarton Oaks III, LLLP as of December 31, 2001 and 2000, and the results of its operations, changes in partners' capital, and cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

In accordance with Government Auditing Standards, we have also issued our reports dated February 27, 2002 on our consideration of Dunbarton Oaks III, LLLP's internal control and on its compliance with laws and regulations.

/s/ Regardie, Brooks & Lewis
Certified Public Accountants
February 27, 2002

Regardie, Brooks & Lewis
7101 Wisconsin Avenue, Suite 1012
Bethesda, MD 20814
PHONE: 301-654-9000
FAX: 301-656-3056

INDEPENDENT AUDITORS' REPORT
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To the Partners,
Federal Manor III, LLLP
Bethesda, Maryland

We have audited the accompanying balance sheets of Federal Manor III, LLLP as of December 31, 2001 and 2000, 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 auditing standards generally accepted in the United States of America, 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 Federal Manor III, LLLP as of December 31, 2001 and 2000, and the results of its operations, changes in partners' capital and cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

In accordance with Government Auditing Standards, we have also issued our reports dated February 27, 2002, on our consideration of Federal Manor III, LLLP's internal control and on its compliance with laws and regulations.

/s/ Regardie, Brooks & Lewis
Certified Public Accountants
February 27, 2002

Regardie, Brooks & Lewis
7101 Wisconsin Avenue, Suite 1012
Bethesda, MD 20814
PHONE: 301-654-9000
FAX: 301-656-3056

INDEPENDENT AUDITORS' REPORT
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To the Partners
Laurel Apartments, LLLP
Bethesda, Maryland

We have audited the accompanying balance sheets of Laurel Apartments, LLLP as of December 31, 2001 and 2000, 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 auditing standards generally accepted in the United States of America, 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 Laurel Apartments, LLLP as of December 31, 2001 and 2000, and the results of its operations, changes in partners' capital, and cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

In accordance with Government Auditing Standards, we have also issued our reports dated February 27, 2002 on our consideration of Laurel Apartments, LLLP's internal control and on its compliance with laws and regulations.

/s/ Regardie, Brooks & Lewis
Certified Public Accountants
February 27, 2002

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

INDEPENDENT AUDITORS' REPORT
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To the Partners of
Middleport Limited Partnership
Case No. 37-032-161338763
and
RD Rural Housing Director
166 Washington Avenue
Batavia, New York 14020

We have audited the accompanying balance sheets of Middleport Limited Partnership as of December 31, 2001 and 2000, and the related statements of operations, partners' capital (deficiency), and cash flows for the years then ended. These financial statements are the 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 U.S. 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 Middleport Limited Partnership as of December 31, 2001 and 2000, and the results of its operations and its cash flows for the years then ended in conformity with U.S. generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued a report dated January 16, 2002, on our consideration of Middleport Limited Partnership's internal control structure and a report dated January 16, 2002, on its compliance with laws and regulations.

/s/ Grana & Teibel, CPAs, P.C.
Certified Public Accountants
January 16, 2002

Bernard Robinson & Company, L.L.P.
109 Muirs Chapel Road
P.O. Box 19608
Greensboro, NC 27419-9608
PHONE: 336-294-4494
FAX: 336-547-0840

INDEPENDENT AUDITORS' REPORT
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To the Partners
Kenly Housing Associates
Charlotte, North Carolina

We have audited the accompanying balance sheets of Kenly Housing Associates (a North Carolina limited partnership) as of December 31, 2001 and 2000, 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 auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Kenly Housing Associates as of December 31, 2001 and 2000, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

In accordance with Government Auditing Standards, we have also issued our report dated January 31, 2002, on our consideration of the Partnership's internal control over financial reporting and our tests of its compliance with certain provisions of laws, regulations, contracts, and grants.

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

/s/ Bernard Robinson & Company, L.L.P.
Certified Public Accountants
January 31, 2002

Duggan, Joiner & Company
334 N.W. Third Avenue
Ocala, FL 34475
PHONE: 352-732-0171
FAX: 352-867-1370

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

To the Partners
Oakwood Grove, Ltd.

We have audited the accompanying basic financial statements of Oakwood Grove, Ltd., as of and for the years ended December 31, 2001 and 2000, 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 auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the basic financial statements referred to above present fairly, in all material respects, the financial position of Oakwood Grove, Ltd. as of December 31, 2001 and 2000, and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued our report dated January 17, 2002 on our consideration of Oakwood Grove, Ltd.'s internal control over financial reporting and our tests of its compliance with certain provisions of laws, regulations, contracts, and grants. That report is an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit.

Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The additional information presented on pages 10 to 15 is presented for the purposes of additional analysis and is not a required part of the basic financial statements. The information on pages 10 to 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.

/s/ Duggan, Joiner & Company
Certified Public Accountants
January 17, 2002

Duggan, Joiner & Company
334 N.W. Third Avenue
Ocala, FL 34475
PHONE: 352-732-0171
FAX: 352-867-1370

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

To the Partners
Sandhill Forest, Ltd.

We have audited the accompanying basic financial statements of Sandhill Forest, Ltd., as of and for the years ended December 31, 2001 and 2000, 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 auditing standards generally accepted in the United States of America.and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and the significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the basic financial statements referred to above present fairly, in all material respects, the financial position of Sandhill Forest, Ltd. as of December 31, 2001 and 2000, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America..

In accordance with Government Auditing Standards, we have also issued our report dated January 17, 2002 on our consideration of Sandhill Forest, Ltd.'s internal control over financial reporting and our tests of its compliance with certain provisions of laws, regulations, contracts and grants. That report is an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit.

Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The additional information presented on pages 10 to 17 is presented for the purposes of additional analysis and is not a required part of the basic financial statements. The information on pages 10 to 16 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 17, which is of a nonaccounting nature, has not been subjected to the auditing procedures applied in the audit of the basic financial statements, and we express no opinion on it.

/s/ Duggan, Joiner & Company
Certified Public Accountants
January 18, 2002

Dauby O'Connor & Zaleski LLC
703 Pro Med Lane, Suite 300
Carmel, IN 46032
PHONE: 317-848-5700
FAX: 317-815-6140

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

To the Partners of
Laurel Woods Associates
(A Virginia Limited Partnership)

We audited the accompanying balance sheets of Laurel Woods Associates (A Virginia Limited Partnership) as of December 31, 2001 and 2000, 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 auditing standards generally accepted in the United States of America and Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Laurel Woods Associates as of December 31, 2001 and 2000, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

In accordance with Government Auditing Standards, we have also issued a report dated February 14, 2002 on our consideration of the Partnership's internal controls and a report dated February 14, 2002 on its compliance with laws and regulations.

The accompanying supplementary information 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 financial statements taken as a whole.

This report is intended solely for the information of the Partners, management of Laurel Woods Associates and for filing with the RD and should not be used for any other purpose.

/s/ Dauby O'Connor & Zaleski LLC
Certified Public Accountants
February 14, 2002
Carmel, Indiana

Dauby O'Connor & Zaleski LLC
703 Pro Med Lane, Suite 300
Carmel, IN 46032
PHONE: 317-848-5700
FAX: 317-815-6140

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

To the Partners of
The Meadows Associates
(A Virginia Limited Partnership)

We audited the accompanying balance sheets of The Meadows Associates (a Virginia Limited Partnership) as of December 31, 2001 and 2000, 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.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of The Meadows Associates as of December 31, 2001 and 2000, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

In accordance with Government Auditing Standards, we have also issued a report dated February 14, 2002, on our consideration of the Partnership's internal controls and a report dated February 14, 2002, on its compliance with laws and regulations.

This report is intended solely for the information of the Partners, management of The Meadows Associates and for filing with the RD and should not be used for any other purpose.

/s/ Dauby O'Connor & Zaleski LLC
Certified Public Accountants
February 14, 2002
Carmel, Indiana

Dauby O'Connor & Zaleski LLC
703 Pro Med Lane, Suite 300
Carmel, IN 46032
PHONE: 317-848-5700
FAX: 317-815-6140

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

To the Partners of
Rivermeade Associates
(A Virginia Limited Partnership)

We have audited the accompanying balance sheets of Rivermeade Associates (a Virginia Limited Partnership) as of December 31, 2001 and 2000, 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 auditing standards generally accepted in the United States of America and Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Rivermeade Associates as of December 31, 2001 and 2000, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

/s/ Dauby O'Connor & Zaleski LLC
Certified Public Accountants
February 14, 2002
Carmel, Indiana

Thomas C. Cunningham, CPA PC
23 Moore Street
Bristol, VA 24201
PHONE: 276-669-5531
FAX: 276-669-5576

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

To the Partners
Greeneville Limited Partnership

I have audited the accompanying balance sheets of Greeneville Limited Partnership as of December 31, 2001 and 2000, and the related statements of operations, partners' deficit and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. My responsibility is to express an opinion on these financial statements based on my audits.

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

In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Greeneville Limited Partnership as of December 31, 2001 and 2000, and the results of its operations, changes in partners' deficit, and its cash flows for the years then ended in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, I have also issued my report dated February 15, 2002 on my consideration of Greeneville Limited Partnership's internal control over financial reporting and on my tests of its compliance with certain provisions of laws and regulations.

/s/ Thomas C. Cunningham, CPA P.C.
February 15, 2002

Thomas C. Cunningham, CPA PC
23 Moore Street
Bristol, VA 24201
PHONE: 276-669-5531
FAX: 276-669-5576

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

To the Partners
Pulaski Village Limited Partnership

I have audited the accompanying balance sheets of Pulaski Village Limited Partnership as of December 31, 2001 and 2000, and the related statements of operations, partners' deficit and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. My responsibility is to express an opinion on these financial statements based on my audits.

In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Pulaski Village Limited Partnership as of December 31, 2001 and 2000, and the results of its operations, changes in partners' deficit, and its cash flows for the years then ended in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, I have also issued my report dated February 15, 2002 on my consideration of Pulaski Village Limited Partnership's internal control over financial reporting and on my tests of its compliance with certain provisions of laws and regulations.

/s/ Thomas C. Cunningham, CPA P.C.
February 15, 2002

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

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

To the Partners
Kingsland Housing, Ltd. - (A Texas Limited Partnership)
Burnet, Texas

We have audited the accompanying balance sheets of Kingsland Housing, Ltd. - (A Texas Limited Partnership) as of December 31, 2001 and 2000, and the related statements of income (loss), partners' equity, and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Kingsland Housing, Ltd. - (A Texas Limited Partnership) as of December 31, 2001 and 2000, and the results of its operations and cash flows for the years then ended in conformity with Generally Accepted Accounting Principles.

In accordance with Government Auditing Standards, we have also issued a report dated January 15, 2002, on our consideration of the internal control structure of Kingsland Housing, Ltd. - (A Texas Limited Partnership) and a report dated January 15, 2002, on its compliance with laws and regulations.

/s/ Lou Ann Montey and Associates, P.C.
Certified Public Accountants
Austin, Texas
January 15, 2002

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

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

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

We have audited the accompanying balance sheets of Sabinal Housing, Ltd. - (A Texas Limited Partnership) as of December 31, 2001 and 2000 and the related statement of income (loss), partners' equity, and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.

In our opinion, the financial statement referred to above presents fairly, in all material respects, the financial position of Sabinal Housing, Ltd. - (A Texas Limited Partnership) as of December 31, 2001 and 2000, and the results of its operations and its cash flows for the years then ended in conformity with Generally Accepted Accounting Principles.

In accordance with Government Auditing Standards, we have also issued a report dated January 17, 2002, on our consideration of the internal control structure of Sabinal Housing, Ltd. - (A Texas Limited Partnership) and a report dated January 17, 2002, on its compliance with laws and regulations.

Lou Ann Montey and Associates, P.C.
Certified Public Accountants
Austin, Texas
January 17, 2002

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

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

To the Partners
Mathis Retirement Ltd. - (A Texas Limited Partnership)
Burnet, Texas

We have audited the accompanying balance sheets of Mathis Retirement, Ltd. - (A Texas Limited Partnership) as of December 31, 2001 and 2000, 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 Mathis Retirement, Ltd. - (A Texas Limited Partnership) as of December 31, 2001 and 2000, and the results of its operations and its cash flows for the years then ended in conformity with Generally Accepted Accounting Principles.

In accordance with Government Auditing Standards, we have also issued a report dated January 17, 2002, on our consideration of the internal control structure of Mathis Retirement, Ltd. - (A Texas Limited Partnership) and a report dated January 17, 2002, on its compliance with laws and regulations.

/s/ Lou Ann Montey and Associates, P.C.
Certified Public Accountants
Austin, Texas
January 17, 2002

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

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

To the Partners
Floresville Housing , Ltd. - (A Texas Limited Partnership)
Burnet, Texas

We have audited the accompanying balance sheets of Floresville Housing Ltd. - (A Texas Limited Partnership) as of December 31, 2001 and 2000, 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, as 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 our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Floresville Housing, Ltd. - (A Texas Limited Partnership) as of December 31, 2001 and 2000, and the results of its operations and cash flows for the years then ended in conformity with Generally Accepted Accounting Principles.

In accordance with Government Auditing Standards, we have also issued a report dated January 19, 2002, on our consideration of the internal control structure of Floresville Housing, Ltd. - (A Texas Limited Partnership) and a report dated January 19, 2002, on its compliance with laws and regulations.

/s/ Lou Ann Montey and Associates, P.C.
Certified Public Accountants
Austin, Texas
January 19, 2002

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
Teton View Limited Partnership
Boise, Idaho

We have audited the accompanying balance sheets of Teton View Limited Partnership as of December 31, 2001 and 2000, and the related statements of operations, partners' equity and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Teton View Limited Partnership as of December 31, 2001 and 2000, and the results of its operations, and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

In accordance with Government Auditing Standards, we have also issued reports dated January 29, 2002, on our consideration of Teton View Limited Partnership's internal controls and compliance with laws and regulations. Those reports are an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit.

The partnership's tax returns have been filed allowing the partners to claim a benefit of a low income housing tax credit. Because the compliance and qualification standards of the low income tax housing tax credit are not related to the interest credit agreement and loan agreement, and because the low income housing tax credit related to income taxes which are the responsibility of each individual partner, the scope of our audit was not designed or intended to audit the partnership's 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
January 29, 2002

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
Pleasant Valley Housing Limited Partnership
Boise, Idaho

We have audited the accompanying balance sheets of Pleasant Valley Housing Limited Partnership as of December 31, 2001 and 2000, 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.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Pleasant Valley Housing Limited Partnership as of December 31, 2001 and 2000, and the results of its operations, and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

In accordance with Government Auditing Standards, we have also issued reports dated January 22, 2002, on our consideration of Pleasant Valley Housing Limited Partnership's internal controls and compliance with laws and regulations. Those reports are an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit.

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

/s/ Roger Clubb
Simmons and Clubb
Certified Public Accountants
Boise, Idaho
January 22, 2002

Dixon Odom PLLC
1829 Eastchester Drive - P.O. Box 2646
High Point, NC 27261-2646
PHONE: 336-889-5156
FAX: 336-889-6168

INDEPENDENT AUDITORS' REPORT
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To the Partners
Eagles Bay Limited Partnership
Raleigh, North Carolina

We have audited the accompanying balance sheets of Eagles Bay Limited Partnership as of December 31, 2001 and 2000 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 auditing standards generally accepted in the United States of America 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 Eagles Bay Limited Partnership as of December 31, 2001 and 2000 and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

In accordance with Government Auditing Standards, we have also issued our report dated January 28, 2002 on our consideration of Eagles Bay Limited Partnership's internal control over financial reporting and our tests of its compliance with certain provisions of laws, regulations, contracts and grants. That report is an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit.

Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplementary information on page 10 is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the audit 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/ Dixon Odom PLLC
Certified Public Accountants and Consultants
January 28, 2002

Dixon Odom PLLC
1829 Eastchester Drive - P.O. Box 2646
High Point, NC 27261-2646
PHONE: 336-889-5156
FAX: 336-889-6168

INDEPENDENT AUDITORS' REPORT
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To the Partners
Stone Arbor Limited Partnership
Raleigh, North Carolina

We have audited the accompanying balance sheets of Stone Arbor Limited Partnership as of December 31, 2001 and 2000 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.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Stone Arbor Limited Partnership as of December 31, 2001 and 2000 and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

In accordance with Government Auditing Standards, we have also issued our report dated February 6, 2002 on our consideration of Stone Arbor Limited Partnership's internal control over financial reporting and our tests of its compliance with certain provisions of laws, regulations, contracts and grants. That report is an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit.

Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplementary information on page 9 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 our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

/s/ Dixon Odom PLLC
Certified Public Accountants and Consultants
Februar 6, 2002

Dixon Odom PLLC
1829 Eastchester Drive - P. O. Box 2646
High Point, NC 27261-2646
PHONE: 336-889-5156
FAX: 336-889-6168

INDEPENDENT AUDITORS' REPORT
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To the Partners
Suncrest Limited Partnership
Raleigh, North Carolina

We have audited the accompanying balance sheet of Suncrest Limited Partnership as of December 31, 2001 and 2000 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 audit.

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

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Suncrest Limited Partnership as of December 31, 2001 and 2000 and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

In accordance with Government Auditing Standards, we have also issued our report dated January 30, 2002 on our consideration of Suncrest Limited Partnership's internal control over financial reporting and our tests of its compliance with certain provisions of laws, regulations, contracts and grants. That report is an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit.

Our audits was made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplementary information on page 9 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 our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

/s/ Dixon Odom PLLC
Certified Public Accountants and Consultants
January 30, 2002

Dixon Odom PLLC
1829 Eastchester Drive - P.O. Box 2646
High Point, NC 27261-2646
PHONE: 336-889-5156
FAX: 336-889-6168

INDEPENDENT AUDITORS' REPORT
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To the Partners
Woodcroft Limited Partnership
Raleigh, North Carolina

We have audited the accompanying balance sheets of Woodcroft Limited Partnership as of December 31, 2001 and 2000 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.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Woodcroft Limited Partnership as of December 31, 2001 and 2000 and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

In accordance with Government Auditing Standards, we have also issued our report dated January 31, 2002 on our consideration of Woodcroft Limited Partnership's internal control over financial reporting and our tests of its compliance with certain provisions of laws, regulations, contracts and grants. That report is an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit.

s/ Dixon Odom PLLC
Certified Public Accountants and Consultants
January 31, 2002

Brockway, Gersbach, McKinnon & Niemeier, P.C.
P.O. Box 4083
Temple, TX 76505-4083
PHONE: 254-773-9907
FAX: 254-773-1570

INDEPENDENT AUDITORS' REPORT
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The Partners
Mabank 1988 Limited
Temple, Texas

We have audited the balance sheet of Mabank 1988 Limited (a Texas limited partnership), as of December 31, 2001 and 2000 and the related statements of partners' deficit, operations, and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.

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

In our opinion, the aforementioned financial statements present fairly, in all material respects, the financial position of Mabank 1988 Limited as of December 31, 2001 and 2000, and the results of its operations and its cash flows for the years then ended in conformity with U.S. generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued our report dated January 18, 2002 on our consideration of Mabank 1988 Limited's internal control and on its compliance with laws and regulations applicable to the financial statements.

Our audits were made for the purpose of forming an opinion on the basic financial statement taken as a whole. The supplemental information on pages 10 through 17 are presented for purposes of additional analysis and are not a required part of the basic financial statements. The supplemental information presented in the Year End Report/Analysis (Form FmHA 1930-8); Statement of Actual Budget and Income (Form 1930-7) for the year ended December 31, 2001, and the other Supplemental Data Required by the Rural Housing and Community Development Services, are presented for purposes of complying with the requirements of the Rural Housing and Community Development Services and are not a required part of the basic financial statements. Such information has been subjected to the audit procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

/s/ Brockway, Gersbach, McKinnon & Niemeier, P.C.
Certified Public Accountants
January 28, 2002

Mercer & Associates, P.C.
213 Green Street, Suite B
Huntsville, AL 35801
PHONE: 256-536-4318
FAX: 256-533-7193

INDEPENDENT AUDITORS' REPORT
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To the Partners
Hunter's Ridge, Ltd.

We have audited the accompanying balance sheet of Hunter's Ridge, Ltd., (a limited partnership) as of December 31, 2001 and 2000, and the related Statement of Operations, Partners' Capital and Cash Flows for the years then ended. These financial statements are the responsibility of the partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America and Government Auditing Standards for financial and compliance audits 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. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Hunter's Ridge, Ltd., as of December 31, 2001 and 2000, and the results of its operations and cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

In accordance with Government Auditing Standards, we have issued a report dated February 22, 2002 on our consideration of Hunter's Ridge, Ltd's internal control over financial reporting and our tests of its compliance with certain provisions of laws, regulations, contracts and grants.

/s/ Mercer & Associates, P.C.
Certified Public Accountants
February 22, 2002

Kenneth C. Boothe & Company, P.C.
1001 East Farm Road 700
Big Spring, TX 79720
PHONE: 915-263-1324
FAX: 915-263-2124

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

To the Partners,
Casa Linda Limited Partnership

We have audited the accompanying balance sheets of Casa Linda Limited Partnership as of December 31, 2001 and 2000, and the related statements of operations, partners' equity, and cash flow for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Casa Linda Limited Partnership as of December 31, 2001 and 2000, and the results of its operations and its cash flow for the years then ended in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards issued by the Comptroller General of the United States, we have also issued a report dated February 4, 2002, on our consideration of Casa Linda Limited Partnership's internal control structure and a report dated February 4, 2002, on its compliance with laws and regulations.

Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplementary information shown on Pages 17 through 18 is presented for purposes of additional analysis and is not a required part of the basic financial statements of the Partnership. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

/s/ Kenneth C. Boothe & Company, P.C.
Certified Public Accountants
February 4, 2002
Big Spring, Texas

Kenneth C. Boothe & Company, P.C.
1001 East Farm Road 700
Big Spring, TX 79720
PHONE: 915-263-1324
FAX: 915-263-2124

INDEPENDENT AUDITORS' REPORT
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To the Partners,
La Villa Elena, Ltd. Limited Partnership

We have audited the accompanying balance sheets of La Villa Elena, Ltd. Limited Partnership as of December 31, 2001 and 2000, 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 audit.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of La Villa Elena, Ltd. Limited Partnership as of December 31, 2001 and 2000, and the results of its operations and its cash flow for the years then ended in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards issued by the Comptroller General of the United States, we have also issued a report dated February 4, 2002, on our consideration of La Villa Elena, Ltd. Limited Partnership's internal control structure and a report dated February 4, 2002, on its compliance with laws and regulations.

Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplementary information shown on Pages 18 through 19 is presented for purposes of additional analysis and is not a required part of the basic financial statements of the Partnership. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

/s/ Kenneth C. Boothe & Company, P.C.
Certified Public Accountants
February 4, 2002
Big Spring, Texas

Kenneth C. Boothe & Company, P.C.
1001 East Farm Road 700
Big Spring, TX 79720
PHONE: 915-263-1324
FAX: 915-263-2124

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

To the Partners,
Rio Abajo Apartments Limited Partnership

We have audited the accompanying balance sheets of Rio Abajo Apartments Limited Partnership as of December 31, 2001 and 2000, and the related statements of operations, partners' equity and cash flow for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Rio Abajo Apartments Limited Partnership as of December 31, 2001 and 2000, and the results of its operations and its cash flow for the years then ended in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards issued by the Comptroller General of the United States, we have also issued a report dated February 4, 2002, on our consideration of Rio Abajo Apartments Limited Partnership's internal control structure and a report dated February 4, 2002, on its compliance with laws and regulations.

/s/ Kenneth C. Boothe & Company, P.C.
Certified Public Accountants
February 4, 2002
Big Spring, Texas

Kenneth C. Boothe & Company, P.C.
1001 East Farm Road 700
Big Spring, TX 79720
PHONE: 915-263-132
FAX: 915-263-2124

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

To the Partners
Sage Limited Partnership

We have audited the accompanying balance sheets of Sage Limited Partnership as of December 31, 2001 and 2000, 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 audit.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Sage Limited Partnership as of December 31, 2001 and 2000, and the results of its operations and its cash flow for the years then ended in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards issued by the Comptroller General of the United States, we have also issued a report dated February 4, 2002, on our consideration of Sage Limited Partnership's internal control structure and a report dated February 4, 2002, on its compliance with laws and regulations.

/s/ Kenneth C. Boothe & Company, P.C.
Certified Public Accountants
February 4, 2002
Big Spring, Texas

Mesarvey, Russell & Co., LLC
3170 Presidential Drive
Fairborn, OH 45324
PHONE: 937-320-1717
FAX: 937-320-1818

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

To the Partners Rural Development Services
Laynecrest Associates Limited Partnership Hillsboro, Ohio

We have audited the accompanying balance sheets of Laynecrest Associates Limited Partnership RDS case No. 41-092-311254109, as of December 31, 2001 and 2000, and the related statements of income, 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 auditing standards generally accepted in the United States of America 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 Laynecrest Associates Limited Partnership as of December 31, 2001 and 2000, and the results of its operations, changes in partners' deficit and cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

In accordance with Government Auditing Standards we have also issued a report dated January 25, 2002, on our consideration of Laynecrest Associates Limited Partnership's internal control and a report dated January 25, 2002 on its compliance with laws and regulations. Those reports are an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audits.

/s/ Mesarvey, Russell & Co., LLC
A Limited Liability Company
Independent Certified Public Accountants
January 25, 2002
Lead Auditor: Philip J. Lechner, Jr. , CPA
Firm ID # 31-1613938

Mesarvey, Russell & Co., LLC
3170 Presidential Drive
Fairborn, OH 45324
PHONE: 937-320-1717
FAX: 937-320-1818

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

To the Partners Rural Development Services
Martindale Limited Partnership Hillsboro, Ohio

We have audited the accompanying balance sheets of Martindale Limited Partnership RDS Case No. 41-092-311153919, as of December 31, 2001 and 2000, and the related statements of income, 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 auditing standards generally accepted in the United States of America, 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 Martindale Limited Partnership at December 31, 2001 and 2000, and the results of its operations, changes in partners' deficit and cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

In accordance with Government Auditing Standards, we have also issued a report dated January 28, 2002 on our consideration of Martindale Limited Partnership's internal control and a report dated January 28, 2002 on its compliance with laws and regulations. Those reports are an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audits.

/s/ Mesarvey, Russell & Co., LLC
A Limited Liability Company
Independent Certified Public Accountants
January 28, 2002
Lead Auditor: Philip J. Lechner, Jr., CPA
Firm ID # 31-1613938

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

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

To the General Partners of
Robinhood Apartments, Ltd.

We have audited the accompanying balance sheets of Robinhood Apartments, Ltd. as of December 31, 2001 and 2000, 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 auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Robinhood Apartments, Ltd. as of December 31, 2001 and 2000, and the results of its operations, changes in partners' equity and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

In accordance with Government Auditing Standards, we have also issued our report dated January 18, 2002, on our consideration of the partnership's internal control over financial reporting and on its compliance with certain provisions of laws, regulations, contracts and grants. That report is an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit.

/s/ Johnson, Hickey & Murchison, P.C.
Certified Public Accountants
January 18, 2002

Johnson, Hickey & Murchison, P.C.

651 East Fourth Street, Suite 200

Chattanooga, TN 37403-1924

PHONE: 423-756-0052

FAX: 423-267-5945

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

To the General Partners of
Skyview Terrace, Ltd.:

We have audited the accompanying balance sheets of Skyview Terrace, Ltd. as of December 31, 2001 and 2000, 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 auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Skyview Terrace, Ltd. as of December 31, 2001 and 2000, and the results of its operations, changes in partners' equity and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

In accordance with Government Auditing Standards, we have also issued our report dated January 18, 2002, on our consideration of the partnership's internal control over financial reporting and on its compliance with certain provisions of laws, regulations, contracts and grants. That report is an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit.

/s/ Johnson, Hickey & Murchison, P.C.
Certified Public Accountants
January 18, 2002

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

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

To the Partners
Riverside Apartments, Ltd.
Demopolis, Alabama

We have audited the accompanying balance sheets of Riverside Apartments, Ltd., a limited partnership, RHS Project No.: 01-046-630978050 as of December 31, 2001 and 2000, and the related statements of operations, partners' deficit and cash flows for the years then ended. These financial statements are the responsibility of the partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Riverside Apartments, Ltd., RHS Project No.: 01-046-630978050 as of December 31, 2001 and 2000, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

In accordance with Government Auditing Standards, we have also issued a report dated February 26, 2002 on our consideration of Riverside Apartments, Ltd.'s internal control over financial reporting and on our tests of its compliance with certain provisions of laws and regulations.

/s/ Donald W. Causey & Associates, P.C.
Certified Public Accountants
Gadsden, Alabama
February 26, 2002

Vance Flouhouse & Garges, PLLC
2115 Rexford Road, Suite 100
Charlotte, NC 28211
PHONE: 704-369-7200
FAX: 704-362-0411

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

To the Partners
Brookshire Apartments, L.P.

We have audited the accompanying balance sheets of Brookshire Apartments, L.P., RHS Project No. 10-075-581765612), as of December 31, 2001, 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. The financial statement of Brookshire Apartment, LP., RHS Project No. 10-075-581765612 as of December 31, 2000, were audited by other auditors whose report dated January 20, 2001 expressed an unqualified opinion of those statements.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Brookshire Apartments, L.P., RHS Project No.: 10-075-581765612, as of December 31, 2001, and the results of its operations, changes in partners' equity (deficit) and cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

In accordance with Government Auditing Standards, we have also issued a report dated January 18, 2002 on our consideration of Brookshire Apartments, L.P.'s internal control over financial reporting and our tests of its compliance with certain provisions of laws, regulations, contracts and grants. That report is an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report considering the results of our audit.

Our audits was made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information on pages 17 and 18 is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

/s/Vance Flouhouse & Garges, PLLC                                                 Federal Employer
Certified Public Accountants                                                               Identification Number
Charlotte, North Carolina                                                                      26-0005391
January 18, 2002
Lead Auditor: Ronald George Vance
704-369-7200

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

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

To the Partners
Brookshire Apartments, L.P.

We have audited the accompanying balance sheet of BROOKSHIRE APARTMENTS, L.P. (USDA Rural Development Case No. 10-075-581765612), as of December 31, 2000 and 1999, and the related statements of operations, changes in partners' accumulated deficit, and cash flows for the year then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audits in accordance with generally accepted auditing standards, 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 our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of BROOKSHIRE APARTMENTS, L.P. as of December 31, 2000 and 1999, and the results of its operations, its changes in partners' accumulated 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 January 20, 2001 on our consideration of BROOKSHIRE APARTMENTS, L.P.'s internal control and on its compliance with laws and regulations applicable to the financial statements.

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

/sHabif, Arogeti & Wynne, LLP
Certified Public Accountants
Atlanta, Georgia
January 20, 2001

Vance Flouhouse & Garges, PLLC
2115 Rexford Road, Suite 100
Charlotte, NC 28211
PHONE: 704-369-7200
FAX: 704-362-0411

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

To the Partners
Sandridge Apartments, Ltd.

We have audited the accompanying balance sheets of Sandridge Apartments, Ltd., RHS Project No. 058-17569-49, as of December 31, 2001, 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. The financial statements of Sandridge Apartments, Ltd., RHS Project No. 058-17569-49 as of December 31, 2000, were audited by other auditors whose report dated January 20, 2001 expressed an unqualified opinion of those statements.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Sandridge Apartments, Ltd., RHS Project No.: 058-17569-49, as of December 31, 2001 and the results of its operations, changes in partners' equity (deficit) and cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

In accordance with Government Auditing Standards, we have also issued a report dated January 18, 2002 on our consideration of Sandridge Apartments, Ltd.'s internal control over financial reporting and our tests of its compliance with certain provisions of laws, regulations, contracts and grants. That report is an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report considering the results of our audit.

Our audits was made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information on pages 17 and 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.

/s/Vance Flouhouse & Garges, PLLC                                            Federal Employer
Certified Public Accountants                                                          Identification Number
Charlotte, North Carolina                                                                 26-0005391
January 18, 2002
Lead Auditor: Ronald George Vance
704-369-7200

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

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

To the Partners
Sandridge Apartments, Ltd.

We have audited the accompanying balance sheets of SANDRIDGE APARTMENTS, LTD. (RHS Project No. 058-17569-49) as of December 31, 2000 and 1999, and the related statements of operations, changes in partners' accumulated deficit, and cash flows for the year then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.

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

In accordance with Government Auditing Standards, we have also issued reports dated January 20, 2001 on our consideration of SANDRIDGE APARTMENTS, LTD.'s internal control and on its compliance with laws and regulations applicable to the financial statements.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of SANDRIDGE APARTMENTS, LTD. as of December 31, 2000, and the results of its operations, its changes in partners' accumulated deficit, and its cash flows for the year then ended in conformity with generally accepted accounting principles.

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

/s/ Habif, Arogeti & Wynne, LLP
Certified Public Accountants
Atlanta, Georgia
January 20, 2001

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

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

Limestone Estates
Caribou, Maine
To the Partners

We have audited the accompanying balance sheets of Limestone Estates, (a limited partnership) as of December 31, 2001 and 2000, and the related statements of operations, partners' deficit, and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Limestone Estates as of December 31, 2001 and 2000, and the results of its operations, partners' deficit and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

In accordance with Government Auditing Standards, we have also issued a report dated January 28, 2002 on our consideration of Limestone Estates' internal control over financial reporting and our tests of its compliance with certain provisions of laws, regulations, contracts and grants. That report is an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audits.

/s/ Chester M. Kearney, CPA
Certified Public Accountants
Presque Isle, Maine
January 28, 2002

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

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

To the Partners
Longleaf Apartments, Ltd.

We have audited the accompanying balance sheets of LONGLEAF APARTMENTS, LTD. (USDA Rural Development Case No. 10-065-581788240) as of December 31, 2001 and 2000, and the related statements of operations, changes in partners' accumulated 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 U.S. generally accepted auditing standards, Government Auditing Standards, issued by the Comptroller General of the United States, and the U.S. Department of Agriculture, Farmers Home Administration's Audit Program. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of LONGLEAF APARTMENTS, LTD. as of December 31, 2001 and 2000, and the results of its operations, its changes in partners' accumulated deficit, and its cash flows for the years then ended in conformity with U.S. generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued a report dated January 15, 2002 on our consideration of LONGLEAF APARTMENTS, LTD.'s internal control and a report dated January 15, 2002, on its compliance with laws and regulations applicable to the financial statements.

Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information on pages 11 - 13 is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion , is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

/s/ Habif, Arogeti & Wynne, LLP
Certified Public Accountants
Atlanta, Georgia
January 15, 2002

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

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

To the Partners of                                                                                                                              Rural Housing Service
Crestwood Villa 2 Limited Partnership                                                                                            Servicing Office
DBA Applewood Apartments                                                                                                         Findlay, Ohio
Mansfield, Ohio

We have audited the accompanying balance sheets of Crestwood Villa 2 Limited Partnership (a limited partnership), DBA Applewood Apartments, Case No. 41-017-341612174, as of December 31, 2001 and 2000, and the related statements of income, 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 auditing standards generally accepted in the United States of America, Government Auditing Standards, issued by the Comptroller General of the United States, and the U.S. Department of Agriculture, Farmers Home Administration "Audit Program" issued in December 1989. Those standards require that we plan and perform our audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Crestwood Villa 2 Limited Partnership, DBA Applewood Apartments, Case No. 41-017-341612174, at December 31, 2001 and 2000, and the results of its operations, changes in partners' equity (deficit) and cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

In accordance with Government Auditing Standards and the U.S. Department of Agriculture, Farmers Home Administration "Audit Program," issued in December 1989, we have also issued a report dated January 30, 2002, on our consideration of Crestwood Villa 2 Limited Partnership's internal control and a report dated January 30, 2002, on its compliance with specific requirements applicable to Rural Housing Service Programs.

Those reports are an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit.

/s/ Fentress, Brown, CPAs & Associates, LLC
Certified Public Accountants
Columbus, Ohio
January 30, 2002

Smith, Lambright & Associates, P.C.
P.O. Box 912 - 505 E. Tyler
Athens, TX 75751
PHONE: 903-675-5674
FAX: 903-675-5676

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

To the Owners
Fairview South, Ltd.
700 South Palestine
Athens, Texas 75751

We have audited the accompanying Balance Sheet of Fairview South, Ltd. as of December 31, 2001 and 2000, and the related Statements of Income and Expenses, Changes in Partner's Equity (Deficit), and Cash Flows for the years then ended. These financial statements are the responsibility of Fairview South, 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 auditing standards generally accepted in the United States of America, the standards applicable to financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States, and "U.S. Department of Agriculture, Farmers Home Administration - Audit Program." Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Fairview South, Ltd. as of December 31, 2001 and 2000, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

In accordance with Government Auditing Standards, we have also issued our report dated March 19, 2002 on our consideration of Fairview South, Ltd.'s compliance and on internal control over financial reporting and our tests of its compliance with certain laws, regulations, contracts and grants. That report is an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit.

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

/s/ Smith, Lambright & Associates, P.C.
Certified Public Accountants
March 19, 2002

Smith, Lambright & Associates, P.C.
P.O. Box 912 - 505 E. Tyler
Athens, TX 75751
PHONE: 903-675-5674
FAX: 903-675-5676

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

To the Owners
Southwood Apartments, Ltd.
700 South Palestine
Athens, Texas 75751

We have audited the accompanying Balance Sheet of Southwood Apartments, Ltd. as of December 31, 2001 and 2000, and the related Statements of Income and Expenses, Changes in Partner's Equity (Deficit), and Cash Flows for the years then ended. These financial statements are the responsibility of Southwood Apartments, Ltd.'s management. Our responsibility is to express an opinion on these financial statements based on our audits.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Southwood Apartments, Ltd. as of December 31, 2001 and 2000, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

In accordance with Government Auditing Standards, we have also issued our report dated March 16, 2002 on our consideration of Southwood Apartments, Ltd.'s compliance and on internal control over financial reporting and our tests of its compliance with certain laws, regulations, contracts and grants. That report is an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit.

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

/s/ Smith, Lambright & Associates, P.C.
Certified Public Accountants
March 16, 2002

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 58, 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 M.B.A. degree from Columbia University (1968) and a B.S. 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 semin ars relating to the low-income housing credit.

  J. Davenport Mosby, age 46, is a Vice President and a Director. He is a Senior Vice President of Raymond James & Associates, Inc. which he joined in 1982. Mr. Mosby received an MBA from the Harvard Business School (1982). He graduated magna cum laude with a BA from Vanderbilt University where he was elected to Phi Beta Kappa.

  Sandra L. Furey, age 40, 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, 2002.

   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 13 to 15 of the Prospectus under the caption "Management Compensation", which is incorporated herein by reference. See Note 3 of Notes to Financial Statements in item 8 of this Annual Report on Form 10-K for amounts accrued or paid to the General Partners and their affiliates during the years ended March 31, 2002, 2001 and 2000.

   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 General Partners and affiliates are entitled to compensation and reimbursement for costs and expenses as follows:

Asset Management Fee - The Managing General Partner is entitled to an annual asset management fee equal to 0.45% 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. Totals incurred for the years ended March 31, 2002, 2001 and 2000 were $493,205, $494,898, and $496,681 respectively.

General and Administrative Expenses - Raymond James Tax Credit Funds, Inc., the Managing General Partner, is reimbursed for general and administrative expenses of Gateway on an accountable basis. These expenses are included in the Statements of Operations. Totals incurred for the years ended March 31, 2002, 2001 and 2000 were $45,714, $36,934, and $39,066 respectively.

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. 33-18142 and amendments and supplements thereto previously filed with the Securities and Exchange Commission.

Table
Number
1.1      Form of Soliciting Dealer Agreement
1.2      Form of Escrow Agreement between Gateway Tax Credit Fund, Ltd., and            Southeast Bank
2.1      Purchase and Sale Agreement, dated June 30, 1988 pertaining to the            acquisition of limited partnership interests in Martindale Limited            Partnership
2.2      Purchase and Sale Agreement, dated June 30, 1988 pertaining to the            acquisition of limited partnership interests in Laynecrest Associates            Limited Partnership
2.3      Purchase and Sale Agreement, dated August 28, 1988 pertaining to the            acquisition of limited partnership interests in La Villa Elena Limited            Partnership
2.4      Purchase and Sale Agreement, date August 28, 1988 pertaining to the            acquisition of limited partnership interests in Rio Abajo Limited            Partnership
3.1      The form of Partnership Agreement of the Partnership is included as Exhibit            "A" to the Prospectus
3.1.1    Amended Certificate of Limited Partnership of Gateway Tax Credit Fund, 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 and Certificate of Limited Partnership of            Martindale Limited Partnership
3.5      Amended and Restated Agreement and Certificate of Limited Partnership of            Laynecrest Associates Limited
3.6      Amended and Restated Agreement and Certificate of Limited Partnership of La            Villa Elena Limited Partnership
3.7      Amended and Restated Agreement and Certificate of Limited Partnership of Rio            Abajo Limited Partnership
3.8      Amended and Restated Agreement of Village Apartments of Fortville II, L.P.            is included as Exhibit E to the document included as Exhibit 2.5
3.9      Amended and Restated Partnership Agreement of Village Apartments of            Summitville II, L.P. is included as Exhibit E to the document included as            Exhibit 2.6
3.10     Amended and Restated Partnership Agreement of Village Apartments of Madison,            Ltd. is included as Exhibit E to the document included as Exhibit 2.7
3.11     Amended and Restated Partnership Agreement of Village Apartments of Monroe            Family, Ltd. is included as Exhibit E to the document included as Exhibit 2.8
3.12     Amended and Restated Partnership Agreement of Village Apartments of Longleaf            Apartments, Ltd. is included as Exhibit E to the document included as            Exhibit 2.9
3.13     Amended and Restated Partnership Agreement of Village Apartments of Hannah's            Mill Apartments, Ltd. is included as Exhibit E to the document included as            Exhibit 2.10
3.14     Amended and Restated Partnership Agreement of Village Apartments of            Sylacauga Garden Apartments III, Ltd.
3.15     Amended and Restated Partnership Agreement of Suncrest Limited Partnership          is included as Exhibit E to the document included as Exhibit 2.12
3.16     Amended and Restated Partnership Agreement of Dunbarton Oaks III, Limited            Partnership
3.17     Amended and Restated Partnership Agreement of Brandywine III Limited            Partnership
3.18     Amended and Restated Partnership Agreement of Concord IV Limited Partnership
3.19     Amended and Restated Partnership Agreement of Mulberry Hill IV Associates            Limited Partnership
3.20     Amended and Restated Partnership Agreement of Federal Manor Limited            Partnership
3.21     Amended and Restated Partnership Agreement of Laurel Apartments Limited            Partnership
3.22     Amended and Restated Partnership Agreement of Casa Linda Limited Partnership
3.23     Amended and Restated Partnership Agreement of Rivermeade Associates
3.24     Amended and Restated Partnership Agreement of Keysville Limited Partnership
3.25     Amended and Restated Partnership Agreement of Laurel Woods Associates
3.26     Amended and Restated Partnership Agreement of Meadows Associates
3.27     Amended and Restated Partnership Agreement of Riverside Apts., Ltd.
3.28     Amended and Restated Partnership Agreement of Limestone Estates, Ltd.
3.29     Amended and Restated Partnership Agreement of Sandridge Apts., Ltd.
3.30     Amended and Restated Partnership Agreement of Brookshire Apts., Ltd.
3.31     Amended and Restated Partnership Agreement of Teton View Apts., Ltd.
3.32     Amended and Restated Partnership Agreement of Eagle's Bay Ltd. Partnership
3.33     Amended and Restated Partnership Agreement of Sage, Ltd.
3.34     Amended and Restated Partnership Agreement of Albany, Ltd.
3.35     Amended and Restated Partnership Agreement of Burkesville, Ltd.
3.36     Amended and Restated Partnership Agreement of Scotts Hill, Ltd.
3.37     Amended and Restated Partnership Agreement of Claremont Housing, Ltd.
3.38     Amended and Restated Partnership Agreement of Village Apartments of Sparta            Ltd.
3.39     Amended and Restated Partnership Agreement of Crosstown Seniors Limited            Dividend Housing Association Ltd.
3.40     Amended and Restated Partnership Agreement of Village Apartments of Divernon            Ltd.
3.41     Amended and Restated Partnership Agreement of Oakwood Apartments Ltd.
3.42     Amended and Restated Partnership Agreement of Middleport Ltd.
3.43     Amended and Restated Partnership Agreement of Village Apartments of            Morgantown Ltd.
3.44     Amended and Restated Partnership Agreement of Lakewood Apartments Ltd.
3.45     Amended and Restated Partnership Agreement of Mabank 1988 Limited
3.46     Amended and Restated Partnership Agreement of Ashburn Housing Ltd. L.P.
3.47     Amended and Restated Partnership Agreement of Cuthbert Elderly Housing, Ltd.
3.48     Amended and Restated Partnership Agreement of Buena Vista Housing, Ltd. L.P.

3.49     Amended and Restated Partnership Agreement of Spring Creek Apts., Ltd.
3.50     Amended and Restated Partnership Agreement of Milton Elderly Housing, Ltd., L.P.
3.51     Amended and Restated Partnership Agreement of Sandhill Forest, Ltd.
3.52     Amended and Restated Partnership Agreement of Oakwood Grove, Ltd.
3.53     Amended and Restated Partnership Agreement of Hastings Manor, Ltd.
3.54     Amended and Restated Partnership Agreement of Robinhood Apts., Ltd.
3.55     Amended and Restated Partnership Agreement of Skyview Terrace Apts., Ltd.
3.56     Amended and Restated Partnership Agreement of Stone Arbor Ltd.
3.57     Amended and Restated Partnership Agreement of Woodcroft Ltd.
3.58     Amended and Restated Agreement of Limited Partnership of Winder Apartments, Ltd.,            L.P.
3.59     Amended and Restated Partnership Agreement of Spring Creek Apartments, Ltd.
3.60     Amended and Restated Agreement of Limited Partnership of Hunters Ridge, Ltd.
8.1      Tax opinion and consent of Schifino & Fleischer, P.A.
24.1     Consent of Spence, Marston & Bunch, Certified Public Accountants
24.2     The consent of Gerald D. Myers, CPA
24.3     The consent of Kenneth Leventhal & Company
24.4     The consent of Schifino & Fleischer, P.A., to all references made to them in the            Prospectus included as a part of the Registration Statement of Gateway Tax            Credit Fund, Ltd., and all amendments thereto, is included in their opinions            filed as Exhibit 8.1 to the Registration Statement
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

         Prospectus dated March 2, 1988

b.   Reports filed on Form 8-K - NONE

c.   Exhibits filed with this Report - NONE

GATEWAY TAX CREDIT FUND, LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 2001
Apartment Properties

Partnership - -----------	Location - --------	# of Units - -----	Mortgage Loan Balance - -------------
Laynecrest Martindale La Villa Elena Rio Abajo Fortville II Summitville Suncrest Brandywine III Concord IV Dunbarton Oaks III Federal Manor Laurel Apts Mulberry Hill IV Madison Hannah's Mill Longleaf Apts. Sylacauga Garden Monroe Family Clayfed Apts. Westside Apts. Casa Linda Rivermeade Laurel Woods Keysville Crosstown Riverside Apts. Brookshire Apts. Sandridge Apts. Limestone Estates Eagle's Bay Teton View Albany Burkesville Scotts Hill Sage Claremont Middleport Oakwood Apts. Morgantown Ashburn Housing Cuthbert Elderly Sandhill Forest Oakwood Grove Hastings Manor Lakewood Apts. Robinhood Apts. Skyview Terrace Mabank 1988 Buena Vista Woodcroft Spring Creek Spring Creek Milton Elderly Winder Apartments Hunters Ridge Stone Arbor Greeneville Centralia II Poteau IV Barling Booneville Augusta Meadows Kenly Housing Fairview South River Road Apts. Middlefield Floresville Mathis Retirement Sabinal Housing Kingsland Housing Crestwood Villa II Poteau Prop. III Decatur Properties Broken Bow Prop II Turtle Creek II Pleasant Valley Hartwell Elderly Pulaski Village Southwood Apts.	Medway, OH Union, OH Bernalillo, NM Truth or Consequences, NM Fortville, IN Summitville, IN Yanceyville, NC Millsboro, DE Perryville, MD Georgetown, DE Federalsburg, MD Laurel, DE Easton, MD Madison, OH Thomaston, GA Cairo, GA Sylacauga, AL Monroe, GA Denver, CO Denver, CO Silver City, NM Yorktown, VA Ashland, VA Keysville, VA Kalamazoo, MI Demopolis, AL McDonough, GA Fernandina Beach, FL Limestone, ME Beaufort, NC Rigby, ID Albany, KY Burkesville, KY Scotts Hill, TN Gallup, NM Cascade, ID Middleport, NY Columbus, NE Morgantown, IN Ashburn, GA Cuthbert, GA Melrose, FL Crescent City, FL Hastings, FL Norfolk, NE Springfield, TN Springfield, TN Mabank, TX Buena Vista, GA Elizabethtown, NC Quitman, GA Cherokee, AL Milton, FL Winder, GA Killen, AL Madison, NC Greeneville, TN Centralia, IL Poteau, OK Barling, AR Booneville, AR Augusta, KS Farmville, VA Kenly, NC Athens, TX Waggaman, LA Middlefield, OH Floresvile, TX Mathis, TX Sabinal, TX Kingsland, TX Crestline, OH Poteau, OK Decatur, AR Broken Bow, OK Grove, OK Grangeville, ID Hartwell, GA Pulaski, VA Jacksonville, TX	48 30 54 42 24 24 40 32 32 32 32 32 16 40 50 36 45 48 32 52 41 80 40 24 201 40 46 46 25 40 40 24 24 12 44 16 25 24 24 41 32 16 36 24 72 48 48 42 25 32 18 24 43 48 40 40 40 24 32 48 50 66 40 48 44 43 36 40 36 24 34 36 19 24 46 42 32 24 44 40	1,455,165 929,403 1,460,590 1,384,307 668,615 729,603 1,463,461 1,080,303 1,077,605 1,101,269 1,152,992 1,121,913 589,660 1,178,523 1,460,938 962,246 1,403,557 1,453,857 959,603 1,618,926 1,369,095 2,531,951 1,267,025 751,285 4,294,984 1,151,970 1,382,969 1,308,273 1,144,381 1,472,472 1,421,309 729,363 732,024 405,986 1,465,115 437,794 943,825 782,580 784,661 1,049,229 817,095 465,097 1,007,149 696,043 2,421,915 1,458,525 1,323,946 1,106,098 652,394 1,148,592 488,420 529,914 1,075,107 1,414,066 1,162,351 1,479,495 1,196,308 797,362 584,759 903,761 1,356,963 1,912,447 1,322,545 1,328,595 1,059,938 1,101,439 1,080,632 1,033,119 868,837 601,891 842,439 1,077,430 460,525 769,905 1,474,610 1,237,037 1,143,143 667,445 1,380,701 947,563
			------------
			$ 91,074,428
			============

GATEWAY TAX CREDIT FUND, LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 2001

Apartment Properties	Cost At Acquisition - --------------------
Partnership - -----------	Land - ----	Buildings, Improvements and Equipment - -------------	Net Improvements Capitalized Subsequent to Acquisition - ---------------
Laynecrest Martindale La Villa Elena Rio Abajo Fortville II Summitville Suncrest Brandywine III Concord IV Dunbarton Oaks III Federal Manor Laurel Apts Mulberry Hill IV Madison Hannah's Mill Longleaf Apts. Sylacauga Garden Monroe Family Clayfed Apts. Westside Apts. Casa Linda Rivermeade Laurel Woods Keysville Crosstown Riverside Apts. Brookshire Apts. Sandridge Apts. Limestone Estates Eagle's Bay Teton View Albany Burkesville Scotts Hill Sage Claremont Middleport Oakwood Apts. Morgantown Ashburn Housing Cuthbert Elderly Sandhill Forest Oakwood Grove Hastings Manor Lakewood Apts. Robinhood Apts. Skyview Terrace Mabank 1988 Buena Vista Woodcroft Spring Creek Spring Creek Milton Elderly Winder Apartments Hunters Ridge Stone Arbor Greeneville Centralia II Poteau IV Barling Booneville Augusta Meadows Kenly Housing Fairview South River Road Apts. Middlefield Floresville Mathis Retirement Sabinal Housing Kingsland Housing Crestwood Villa II Poteau Prop. III Decatur Properties Broken Bow Prop II Turtle Creek II Pleasant Valley Hartwell Elderly Pulaski Village Southwood Apts.	310,264 243,665 128,000 88,500 25,000 30,000 331,988 105,508 120,440 123,135 142,632 144,680 55,379 60,000 60,000 54,700 70,000 110,000 84,000 134,701 153,730 240,134 96,242 30,000 408,338 89,250 114,500 144,000 79,224 175,735 50,218 49,161 44,697 30,000 196,207 23,500 18,000 96,800 15,000 35,000 22,550 28,091 44,712 18,000 207,700 50,500 40,112 57,200 11,390 82,500 33,330 20,000 50,000 73,500 48,275 57,280 47,258 36,450 33,000 62,500 32,500 101,300 102,342 25,000 103,909 138,000 70,700 75,524 37,127 18,000 30,000 54,000 18,350 24,300 70,000 45,000 65,227 49,800 75,000 46,189	1,533,433 928,824 1,672,703 1,610,884 780,355 849,511 1,788,595 1,154,434 1,198,338 1,205,530 1,252,927 1,156,847 652,234 1,378,177 1,754,918 1,135,966 1,521,755 1,678,673 876,430 1,382,850 1,518,228 2,661,910 1,301,860 793,750 5,164,734 1,329,102 1,602,613 1,476,180 1,318,259 1,752,762 972,662 865,007 838,328 465,835 1,616,554 505,789 1,132,502 862,439 940,191 1,265,760 1,006,889 544,545 1,191,986 839,600 2,754,382 1,752,851 1,424,008 1,210,248 804,816 1,402,798 575,656 589,739 1,292,395 1,692,510 1,370,214 1,813,230 1,434,138 954,070 683,016 1,049,173 1,650,087 2,280,419 1,455,858 1,588,636 1,218,102 1,340,045 1,250,957 1,050,346 1,041,038 752,263 894,081 1,317,395 564,655 945,516 1,887,868 1,513,446 1,342,952 771,529 1,650,373 1,153,440	18,736 9,782 231,845 94,598 5,034 483 17,142 56,029 83,903 20,321 68,339 63,220 32,994 40,498 (2,132) 2,280 20,549 0 32,398 77,257 68,677 144,602 151,534 90,771 527,675 50,121 22,440 14,019 16,738 24,156 770,424 22,503 30,747 9,818 136,637 77,036 17,350 53,981 4,592 0 (1,144) 926 2,187 6,786 152,818 20,606 70,696 101,482 (1,979) 5,641 (1,378) 27,914 3,813 (3,285) 2,327 3,554 54,298 (14,292) 0 41,191 0 0 29,993 74,361 32,614 41,261 29,370 186,192 6,225 9,852 236,529 2,488 0 0 0 0 68,154 0 78,116 26,775
	-----------	------------	------------
	$ 6,718,944	$103,953,119	$ 4,401,188
	===========	============	============

GATEWAY TAX CREDIT FUND, LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 2001

Apartment Properties	Gross Amount At Which Carried At December 31, 2001 - --------------------
Partnership - -----------	Land - ----	Buildings, Improvements and Equipment - --------------	Total - -----
Laynecrest Martindale La Villa Elena Rio Abajo Fortville II Summitville Suncrest Brandywine III Concord IV Dunbarton Oaks III Federal Manor Laurel Apts Mulberry Hill IV Madison Hannah's Mill Longleaf Apts. Sylacauga Garden Monroe Family Clayfed Apts. Westside Apts. Casa Linda Rivermeade Laurel Woods Keysville Crosstown Riverside Apts. Brookshire Apts. Sandridge Apts. Limestone Estates Eagle's Bay Teton View Albany Burkesville Scotts Hill Sage Claremont Middleport Oakwood Apts. Morgantown Ashburn Housing Cuthbert Elderly Sandhill Forest Oakwood Grove Hastings Manor Lakewood Apts. Robinhood Apts. Skyview Terrace Mabank 1988 Buena Vista Woodcroft Spring Creek Spring Creek Milton Elderly Winder Apartments Hunters Ridge Stone Arbor Greeneville Centralia II Poteau IV Barling Booneville Augusta Meadows Kenly Housing Fairview South River Road Apts. Middlefield Floresville Mathis Retirement Sabinal Housing Kingsland Housing Crestwood Villa II Poteau Prop. III Decatur Properties Broken Bow Prop II Turtle Creek II Pleasant Valley Hartwell Elderly Pulaski Village Southwood Apts.	324,659 251,096 128,000 89,795 25,000 30,000 343,827 105,508 131,161 127,805 147,692 146,093 58,371 60,000 60,000 54,700 70,000 110,000 84,000 134,701 153,730 251,734 106,742 34,534 600,414 93,089 114,750 144,000 79,224 181,070 87,187 49,161 44,697 30,000 196,207 29,041 18,000 96,800 15,000 35,000 22,550 28,091 44,712 18,000 254,531 50,500 40,112 94,031 11,390 82,500 33,330 20,000 50,000 73,500 48,275 57,280 47,258 36,450 33,000 62,500 32,500 101,300 105,846 25,000 119,684 138,000 70,700 76,669 37,127 18,000 30,000 54,000 18,350 24,300 70,000 45,000 65,227 49,800 75,000 48,451	1,537,774 931,175 1,904,548 1,704,187 785,389 849,994 1,793,898 1,210,463 1,271,520 1,221,181 1,316,206 1,218,654 682,236 1,418,675 1,752,786 1,138,246 1,542,304 1,678,673 908,828 1,460,107 1,586,905 2,794,912 1,442,894 879,987 5,500,333 1,375,384 1,624,803 1,490,199 1,334,997 1,771,583 1,706,117 887,510 869,075 475,653 1,753,191 577,284 1,149,852 916,420 944,783 1,265,760 1,005,745 545,471 1,194,173 846,386 2,860,369 1,773,457 1,494,704 1,274,899 802,837 1,408,439 574,278 617,653 1,296,208 1,689,225 1,372,541 1,816,784 1,488,436 939,778 683,016 1,090,364 1,650,087 2,280,419 1,482,347 1,662,997 1,234,941 1,381,306 1,280,327 1,235,393 1,047,263 762,115 1,130,610 1,319,883 564,655 945,516 1,887,868 1,513,446 1,411,106 771,529 1,728,489 1,177,953	1,862,433 1,182,271 2,032,548 1,793,982 810,389 879,994 2,137,725 1,315,971 1,402,681 1,348,986 1,463,898 1,364,747 740,607 1,478,675 1,812,786 1,192,946 1,612,304 1,788,673 992,828 1,594,808 1,740,635 3,046,646 1,549,636 914,521 6,100,747 1,468,473 1,739,553 1,634,199 1,414,221 1,952,653 1,793,304 936,671 913,772 505,653 1,949,398 606,325 1,167,852 1,013,220 959,783 1,300,760 1,028,295 573,562 1,238,885 864,386 3,114,900 1,823,957 1,534,816 1,368,930 814,227 1,490,939 607,608 637,653 1,346,208 1,762,725 1,420,816 1,874,064 1,535,694 976,228 716,016 1,152,864 1,682,587 2,381,719 1,588,193 1,687,997 1,354,625 1,519,306 1,351,027 1,312,062 1,084,390 780,115 1,160,610 1,373,883 583,005 969,816 1,957,868 1,558,446 1,476,333 821,329 1,803,489 1,226,404
	-----------	------------	------------
	$ 7,155,752	$107,917,499	$115,073,251
	===========	============	============

GATEWAY TAX CREDIT FUND, LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 2001

Apartment Properties Partnership - -----------	Accumulated Depreciation - -------------	Depreciable Life - ----------------
Laynecrest Martindale La Villa Elena Rio Abajo Fortville II Summitville Suncrest Brandywine III Concord IV Dunbarton Oaks III Federal Manor Laurel Apts Mulberry Hill IV Madison Hannah's Mill Longleaf Apts. Sylacauga Garden Monroe Family Clayfed Apts. Westside Apts. Casa Linda Rivermeade Laurel Woods Keysville Crosstown Riverside Apts. Brookshire Apts. Sandridge Apts. Limestone Estates Eagle's Bay Teton View Albany Burkesville Scotts Hill Sage Claremont Middleport Oakwood Apts. Morgantown Ashburn Housing Cuthbert Elderly Sandhill Forest Oakwood Grove Hastings Manor Lakewood Apts. Robinhood Apts. Skyview Terrace Mabank 1988 Buena Vista Woodcroft Spring Creek Spring Creek Milton Elderly Winder Apartments Hunters Ridge Stone Arbor Greeneville Centralia II Poteau IV Barling Booneville Augusta Meadows Kenly Housing Fairview South River Road Apts. Middlefield Floresville Mathis Retirement Sabinal Housing Kingsland Housing Crestwood Villa II Poteau Prop. III Decatur Properties Broken Bow Prop II Turtle Creek II Pleasant Valley Hartwell Elderly Pulaski Village Southwood Apts.	994,937 566,338 626,708 561,076 385,986 422,321 582,165 705,750 745,538 738,069 752,053 758,532 388,199 566,722 775,310 513,510 841,364 781,808 463,172 707,272 512,025 1,381,604 762,721 458,416 2,164,432 435,594 687,077 657,261 708,146 519,010 719,791 362,786 354,290 183,317 518,384 274,280 346,736 369,782 406,152 523,494 419,502 191,219 424,627 276,112 1,260,283 748,114 673,349 517,328 324,929 395,991 233,625 214,882 533,960 709,575 385,425 497,800 687,316 407,904 326,835 545,254 830,102 1,140,124 719,079 497,863 676,002 405,210 470,502 392,365 265,193 194,895 269,259 496,276 277,851 451,978 774,386 726,598 608,414 322,938 802,965 585,365	5.0 - 27.5 5.0 - 27.5 5.0 - 40.0 5.0 - 40.0 5.0 - 27.5 5.0 - 27.5 5.0 - 40.0 5.0 - 27.5 5.0 - 27.5 5.0 - 27.5 5.0 - 27.5 5.0 - 27.5 5.0 - 27.5 5.0 - 33.0 5.0 - 30.0 5.0 - 30.0 5.0 - 27.5 5.0 - 27.5 5.0 - 40.0 5.0 - 40.0 5.0 - 40.0 5.0 - 27.5 5.0 - 27.5 5.0 - 27.5 5.0 - 40.0 5.0 - 40.0 5.0 - 30.0 5.0 - 30.0 5.0 - 27.5 5.0 - 50.0 5.0 - 27.5 5.0 - 40.0 5.0 - 40.0 5.0 - 40.0 5.0 - 40.0 5.0 - 27.5 5.0 - 27.5 5.0 - 40.0 5.0 - 27.5 5.0 - 30.0 5.0 - 30.0 5.0 - 35.0 5.0 - 35.0 5.0 - 40.0 5.0 - 30.0 5.0 - 50.0 5.0 - 50.0 5.0 - 35.0 5.0 - 30.0 5.0 - 50.0 5.0 - 40.0 5.0 - 30.0 5.0 - 30.0 5.0 - 50.0 5.0 - 50.0 5.0 - 50.0 5.0 - 27.5 5.0 - 27.5 5.0 - 25.0 5.0 - 25.0 5.0 - 25.0 5.0 - 25.0 5.0 - 27.5 5.0 - 40.0 5.0 - 25.0 5.0 - 40.0 5.0 - 27.5 5.0 - 50.0 5.0 - 50.0 5.0 - 50.0 5.0 - 50.0 5.0 - 33.0 5.0 - 25.0 5.0 - 25.0 5.0 - 25.0 5.0 - 25.0 5.0 - 27.5 5.0 - 27.5 5.0 - 27.5 5.0 - 25.0
	-----------
	$45,903,523
	===========

GATEWAY TAX CREDIT FUND, LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 2001
Reconciliation of Land, Building & Improvements current year changes:

Balance at beginning of period - December 31, 2000 Additions during period: Acquisitions through foreclosure Other acquisitions Improvements, etc. Other Deductions during period: Cost of real estate sold Other	0 294,251 59,635 0 - --------- 6,002 1,436 - ---------		$ 114,726,803 353,886 7,438 - ------------
Balance at end of period - December 31, 2001			$ 115,073,251 ==============

Reconciliation of Accumulated Depreciation current year changes:

Balance at beginning of period - December 31, 2000 Adjustment to Prior Year Less Accumulated Depreciation of real estate sold Current year expense		$ 42,390,325 0 (6,002) 3,519,200 - -----------
Balance at end of period - December 31, 2001			$ 45,903,523 ===========

GATEWAY TAX CREDIT FUND, LTD.
SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE
AS OF DECEMBER 31, 2001

PARTNERSHIP - -----------	# OF UNITS - -----	BALANCE - --------	INTEREST RATE - --------	MONTHLY DEBT SERVICE - -------	TERM (YEARS) - -------
Laynecrest Martindale La Villa Elena Rio Abajo Fortville II Summitville Suncrest Brandywine III Concord IV Dunbarton Oaks III Federal Manor Laurel Apts Mulberry Hill IV Madison Hannah's Mill Longleaf Apts. Sylacauga Garden Monroe Family Clayfed Apartments Westside Apts. Casa Linda Rivermeade Laurel Woods Keysville Crosstown Riverside Apts. Brookshire Apts. Sandridge Apts. Limestone Estates Eagle's Bay Teton View Albany Burkesville Scotts Hill Sage Claremont Middleport Oakwood Apts. Morgantown Ashburn Housing Cuthbert Elderly Sandhill Forest Oakwood Grove Hastings Manor Lakewood Apts. Robinhood Apts. Skyview Terrace Mabank 1988 Buena Vista Woodcroft Spring Creek Spring Creek Milton Elderly Winder Apartments Hunters Ridge Stone Arbor Greeneville Centralia II Poteau IV Barling Booneville Augusta Meadows Kenly Housing Fairview South River Road Apts. Middlefield Floresville Mathis Retirement Sabinal Housing Kingsland Housing Crestwood Villa II Poteau Prop. III Decatur Properties Broken Bow Prop II Turtle Creek II Pleasant Valley Hartwell Elderly Pulaski Village Southwood Apts.	48 30 54 42 24 24 40 32 32 32 32 32 16 40 50 36 45 48 32 52 41 80 40 24 201 40 46 46 25 40 40 24 24 12 44 16 25 24 24 41 32 16 36 24 72 48 48 42 25 32 18 24 43 48 40 40 40 24 32 48 50 66 40 48 44 43 36 40 36 24 34 36 19 24 46 42 32 24 44 40	1,455,165 929,403 1,460,590 1,384,307 668,615 729,603 1,463,461 1,080,303 1,077,605 1,101,269 1,152,992 1,121,913 589,660 1,178,523 1,460,938 962,246 1,403,557 1,453,857 959,603 1,618,926 1,369,095 2,531,951 1,267,025 751,285 4,294,984 1,151,970 1,382,969 1,308,273 1,144,381 1,472,472 1,421,309 729,363 732,024 405,986 1,465,115 437,794 943,825 782,580 784,661 1,049,229 817,095 465,097 1,007,149 696,043 2,421,915 1,458,525 1,323,946 1,106,098 652,394 1,148,592 488,420 529,914 1,075,107 1,414,066 1,162,351 1,479,495 1,196,308 797,362 584,759 903,761 1,356,963 1,912,447 1,322,545 1,328,595 1,059,938 1,101,439 1,080,632 1,033,119 868,837 601,891 842,439 1,077,430 460,525 769,905 1,474,610 1,237,037 1,143,143 667,445 1,380,701 947,563	10.63% 9.50% 9.00% 9.50% 9.00% 9.00% 9.00% 9.00% 9.50% 9.00% 9.00% 9.50% 9.50% 9.50% 9.50% 9.50% 9.00% 9.00% 9.75% 9.50% 9.50% 8.75% 9.00% 9.50% 7.88% 9.25% 8.75% 9.00% 9.00% 8.75% 8.25% 9.00% 9.50% 8.75% 8.75% 9.75% 8.75% 9.50% 9.25% 8.75% 8.75% 9.00% 9.50% 9.00% 8.75% 9.75% 8.50% 8.75% 9.25% 9.00% 9.00% 11.50% 9.25% 8.75% 9.00% 9.25% 9.25% 8.75% 9.00% 9.00% 8.25% 8.75% 8.75% 8.75% 9.50% 8.75% 9.25% 9.50% 9.50% 9.00% 9.00% 9.00% 9.00% 8.75% 8.75% 9.00% 8.75% 8.75% 9.25% 8.75%	13,193 7,591 11,397 11,306 5,214 5,691 11,372 8,429 8,822 8,270 8,994 9,191 4,822 9,604 11,920 7,852 10,941 11,294 8,985 15,673 11,167 19,753 9,677 6,137 36,182 8,204 10,486 10,071 8,910 11,153 10,261 5,703 5,996 3,073 11,087 3,750 7,144 6,379 6,226 7,935 6,189 3,615 8,215 5,412 18,332 11,031 9,866 8,345 5,187 8,912 4,591 5,223 8,547 10,709 9,032 11,759 9,511 6,031 4,777 7,382 10,250 14,465 10,010 11,366 8,648 9,625 8,579 8,466 7,082 4,674 6,554 8,620 3,569 5,801 11,110 9,818 8,646 5,045 10,978 7,175	50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 35 35 50 50 50 50 30 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 33 50 50 50 50 50 50 50 50 50 50 50 50 50 50
		------------ $ 91,074,428 ===========

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, LTD.
                                (A Florida Limited Partnership)
                                By: Raymond James Tax Credit Funds, Inc.
                                Raymond James Tax Credit Funds, Inc.

Date:   July 3, 2002            By:/s/ Ronald M. Diner
                                Ronald M. Diner
                                President

Date:   July 3, 2002            By:/s/ Sandra L. Furey
                                Sandra L. Furey
                                Secretary and Treasurer

SIGNATURES

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

                                GATEWAY TAX CREDIT FUND, LTD.
                                (A Florida Limited Partnership)
                                By: Raymond James Tax Credit Funds, Inc.
                                Managing General Partner

Date:   July 3, 2002            By:/s/ Ronald M. Diner
                                Ronald M. Diner
                                President

Date:   July 3, 2002            By:/s/ Sandra L. Furey
                                Sandra L. Furey
                                Secretary and Treasurer

Date:   July 3, 2002            By:/s/ J.. Davenport Mosby III
                                J. Davenport Mosby III
                                Sr. Vice President
                                and Director