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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

(Mark One)

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

For the fiscal year ended March 31, 1996

OR

|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

Commission File Number 0-20476


INDEPENDENCE TAX CREDIT PLUS L.P.
---------------------------------------------------------
(Exact names of registrant as specified in their charter)

Delaware 13-3589920
------------------------------- -------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)

625 Madison Avenue, New York, New York 10022
- -------------------------------------- -----
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code (212) 421-5333

Securities registered pursuant to Section 12(b) of the Act:

None

Securities registered pursuant to Section 12(g) of the Act:

Title of Class
--------------
Beneficial Assignment Certificates (including underlying Limited
Partnership Interests)

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 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|

DOCUMENTS INCORPORATED BY REFERENCE

None


Page 1 of 124



PART I

Item 1. Business.

General

Independence Tax Credit Plus L.P. (the "Partnership") is a limited
partnership which was formed under the laws of the State of Delaware on November
7, 1990. The General Partner of the Partnership is Related Independence
Associates L.P., a Delaware limited partnership (the "General Partner"). The
general partner of the General Partner is Related Independence Associates Inc.,
a Delaware corporation.

On July 1, 1991 the Partnership commenced a public offering (the
"Offering") of Beneficial Assignment Certificates ("BACs") representing
assignments of limited partnership interests in the Partnership ("Limited
Partnership Interests"), managed by Related Equities Corporation (the "Dealer
Manager"), pursuant to a prospectus dated July 1, 1991, as supplemented by
Master Supplement 1a thereto dated April 28, 1992 and Master Supplement No. 2a
thereto dated November 3, 1992, (as so supplemented, the "Prospectus").

As of March 31, 1996, the Partnership has received $76,786,000 of Gross
Proceeds of the Offering from 5,351 investors and no further issuance of BACs is
anticipated. (Item 8, "Financial Statements and Supplementary Data", Note 8).

The Partnership's business is primarily to invest in other partnerships
("Local Partnerships") owning apartment complexes ("Apartment Complexes" or
"Properties") that are eligible for the low-income housing tax credit ("Housing
Tax Credit") enacted in the Tax Reform Act of 1986, some of which may also be
eligible for the historic rehabilitation tax credit ("Historic Tax Credit";
together with Housing Tax Credits, "Tax Credits"). The Partnership's investment
in each Local Partnership represents from 98% to 98.99% of the partnership
interests in the Local Partnership. As of March 31, 1996, the Partnership had
acquired interests in twenty-eight Local Partnerships. As of March 31, 1996,
approximately $59,700,000 (not including acquisition fees of approximately
$4,500,000) of net proceeds have been invested in Local Partnerships of which
approximately $1,700,000 remains to be paid to the Local Partnerships, as
certain benchmarks such as occupancy levels must be attained prior to the
release of the funds. The Partnership does not intend to acquire additional
properties, however, the Partnership may be required to pay for potential
purchase price adjustments based on tax credit adjustor clauses. See Item 2,
Properties, below.

The Partnership has been formed to invest in low-income Apartment Complexes
that are eligible for the Housing Tax Credit enacted in the Tax Reform Act of
1986. Some Apartment Complexes may also be eligible for Historic Rehabilitation
Tax Credits. The investment objectives of the Partnership are described below:

1. Entitle qualified BACs holders to Housing Tax Credits over the Credit
Period with respect to each Apartment Complex.

2. Preserve and protect the Partnership's capital.

3. Participate in any capital appreciation in the value of the Properties
and provide distributions of Sale or Refinancing Proceeds upon the disposition
of the Properties.

4. Allocate passive losses to individual BACs holders to offset passive
income that they may realize from rental real estate investments and other
passive activities, and allocate passive losses to corporate BACs holders to
offset business income.

One of the Partnership's objectives is to entitle qualified BACs holders to
Housing Tax Credits over the period of the Partnership's entitlement to claim
Tax Credits (for each Property, generally ten years from the date of investment
or, if later, the date the Property is placed in service; referred to herein as
the "Credit Period"). Each of the Local Partnerships in which the Partnership
has acquired an interest has been allocated by the relevant state credit
agencies the authority to recognize Tax Credits during the Credit Period
provided that the Local Partnership

-2-


satisfies the rent restriction, minimum set-aside and other requirements for
recognition of the Tax Credits at all times during such period. Once a Local
Partnership has become eligible to recognize Tax Credits, it may lose such
eligibility and suffer an event of "recapture" if its Property fails to remain
in compliance with the Tax Credit requirements. None of the Local Partnerships
in which the Partnership has acquired an interest has suffered an event of
recapture.

There can be no assurance that the Partnership will achieve its investment
objectives as described above.

Competition

The real estate business is highly competitive and substantially all of the
properties to be acquired by the Partnership are expected to be subject to
active competition from similar properties in their respective vicinities. The
Partnership will compete in the acquisition of property with many other entities
engaged in real estate investment activities, some of which have greater assets
than the Partnership. In addition, the number of entities and the amount
available for investment in properties of a type suitable for investment by the
Partnership may increase, resulting in increased competition for such
investments and possible increases in the prices paid. In addition, various
other limited partnerships may, in the future, be formed by the General Partner
and/or its affiliates to engage in businesses which may be competitive with the
Partnership.

Employees

The Partnership does not have any direct employees. All services are
performed for the Partnership by its General Partner and its affiliates. The
General Partner receives compensation in the connection with such activities as
set forth in Items 11 and 13. In addition, the Partnership reimburses the
General Partner and certain of its affiliates for expenses incurred in
connection with the performance by their employees of services for the
Partnership in accordance with the Partnership's Amended and Restated Agreement
and Certificate of Limited Partnership (the "Partnership Agreement").

Item 2. Properties.

The Partnership holds a 98.99% limited partnership interest in twenty-seven
and a 98% limited partnership interest in one Local Partnerships as of March 31,
1996. Set forth below is a schedule of the Local Partnerships including certain
information concerning their respective Apartment Complexes (the "Local
Partnership Schedule"). Further information concerning these Local Partnerships
and their properties may be found in Item 14, Schedule III.


Local Partnership Schedule



% of Units Occupied at May 1
----------------------------------------------
Name and Location (Number of Units) Date Acquired 1996 1995 1994 1993 1992
- ----------------------------------- ------------- ---- ---- ---- ---- ----

Harbor Court Limited Partnership December 1991 100% 88% 88% 100% 100%
Staten Island, NY (40)

Old Public Limited Partnership December 1991 77% 93% 87% 100% 100%
Lawrenceberg, TN (30)

Lancaster Terrace Limited Partnership February 1992 99% 99% 96% 100% 0%*
Salem, OR (104)

655 North Street Limited Partnership March 1992 83% 89% 2% 95% 76%
Baton Rouge, LA (195)

Landreth Venture March 1992 96% 95% 100% 90% 0%*
Philadelphia, PA (47)


-3-


Local Partnership Schedule



% of Units Occupied at May 1
----------------------------------------------
Name and Location (Number of Units) Date Acquired 1996 1995 1994 1993 1992
- ----------------------------------- ------------- ---- ---- ---- ---- ----

Homestead Apartments Associates Ltd. March 1992 93% 95% 96% 50%* 0%*
Homestead, FL (123)

Bethel Villa Associates, L.P. April 1992 100% 100% 99% 83%(1)
Wilmington, DE (150)

West Diamond Street Associates May 1992 96% 96% 93% 60%(1)
Philadelphia, PA (28)

Susquehanna Partners May 1992 100% 96% 100% 50%(1)
Philadelphia, PA (47)

Boston Bay Limited Partnership August 1992 100% 99% 99% 100%
Boston, MA (130)

Morrant Bay Limited Partnership August 1992 97% 100% 100% 100%
Boston, MA (130)

Hope Bay Limited Partnership August 1992 98% 100% 100% 100%
Boston, MA (45)

Lares Apartments Limited Partnership August 1992 100% 100% 100% 0%*
Lares, PR (102)

Lajas Apartments Limited Partnership August 1992 100% 100% 100% 100%
Lajas, PR (99)

Arlington-Rodeo August 1992 100% 93% 100% 0%*
Los Angeles, CA (29)

Conifer Bateman Associates August 1992 100% 100% 96% 100%
Lowville, NY (24)

Hampden Hall Associates, L.P. September 1992 99% 89% 96% 0%*
St. Louis, MO (75)

Chester Renaissance Associates September 1992 100% 96% 100% 25%(1)
Chester, PA (20)

Homestead Apts. II LTD. October 1992 92% 95% 98% 0%*
Homestead, FL (112)

P.S. 157 Associates, L.P. November 1992 96% 98% 100% 100%
New York, NY (73)

Cloisters Limited Partnership II November 1992 94% 97% 98% 0%*
Philadelphia, PA (65)

Creative Choice Homes II, LTD. December 1992 99% 100% 99% 0%*
Opa-Locka, FL (390)

Milford Crossing Associates L.P. December 1992 96% 96% 100% 0%*
Milford, DE (73)




-4-


Local Partnership Schedule



% of Units Occupied at May 1
----------------------------------------------
Name and Location (Number of Units) Date Acquired 1996 1995 1994 1993 1992
- ----------------------------------- ------------- ---- ---- ---- ---- ----

BX-7F Associates, L.P. January 1993 98% 98% 99% 60%*(1)
Bronx, NY (85)

Los Angeles Limited Partnership May 1993 98% 99% 0%*
Rio Piedras, PR (124)

Christine Apartments, L.P. June 1993 100% 100% 100%
Buffalo, NY (32)

Plainsboro Housing Partners, L.P. July 1993 98% 99% 13%(1)
Plainsboro, NJ (126)

Rolling Green Associates, L.P. October 1993 97% 90% 91%
Syracuse, NY (395)


*Properties still in construction phase.

(1) Properties are in rent-up phase

Some of the Local Partnerships in which the Partnership has invested own
existing Apartment Complexes which receive either Federal or state subsidies.
HUD through FHA, administers a variety of subsidies for low- and moderate-income
housing. FmHA administers similar housing programs for non-urban areas. The
Federal programs generally provide one or a combination of the following forms
of assistance: (i) mortgage loan insurance, (ii) rental subsidies, (iii)
reduction of mortgage interest payments.

i) HUD provides mortgage insurance for rental housing projects pursuant to
a number of sections of Title II of the National Housing Act ("NHA"), including
Section 236, Section 221(d)(4), Section 221(d)(3) and Section 220. Under all of
these programs, HUD will generally provide insurance equal to 100% of the total
replacement cost of the project to non-profit owners and 90% of the total
replacement cost to limited-distribution owners. Mortgages are provided by
institutions approved by HUD, including banks, savings and loan companies and
local housing authorities. Section 221(d)(4) of NHA provides for federal
insurance of private construction and permanent mortgage loans to finance new
construction of rental apartment complexes containing five or more units. The
most significant difference between the 221(d)(4) program and the 221(d)(3)
program is the maximum amount of the loan which may be obtained. Under the
221(d)(3) program, non-profit sponsors may obtain a permanent mortgage equal to
100% of the total replacement cost; no equity contribution is required of a
non-profit sponsor. In all other respects the 221(d)(3) program is substantially
similar to the 221(d)(4) program.

ii) Many of the tenants in HUD insured projects receive some form of rental
assistance payments, primarily through the Section 8 Housing Assistance Payments
Program (the "Section 8 Program"). Apartment Complexes not receiving assistance
through the Section 8 Program ("Section 8 Payments") will generally have
limitations on the amounts of rent which may be charged. One requirement imposed
by HUD regulations effective for apartment complexes initially approved for
Section 8 payments on or after November 5, 1979 is to limit the amount of the
owner's annual cash distributions from operations to 10% of the owner's equity
investment in an apartment complex if the apartment complex is intended for
occupancy by families and to 6% of the owner's equity investment in an apartment
complex intended for occupancy by elderly persons. The owner's equity investment
in the apartment complex is 10% of the project's replacement cost as determined
by HUD.

HUD recently released the American Community Partnerships Act (the "ACPA").
The ACPA is HUD's blueprint for providing for the nation's housing needs in an
era of static or decreasing budget authority.



-5-


Two key proposals in the ACPA that could affect the Local Partnerships are:
a discontinuation of project based Section 8 subsidy payments and an attendant
reduction in debt on properties that were supported by the Section 8 payments.

The ACPA calls for a transition during which the project based Section 8
would be converted to a tenant based voucher system. Any FHA insured debt would
then be "marked-to-market", that is revalued in light of the reduced income
stream, if any.

Several industry sources have already commented to HUD and Congress that in
the event the ACPA were fully enacted in its present form the reduction in
mortgage indebtedness would be considered taxable income to limited partners in
the Partnership. Legislative relief has been proposed to exempt
"marked-to-market" debt from cancellation of indebtedness income treatment.

iii) Section 236 Program. As well as providing mortgage insurance, the
Section 236 program also provides an interest credit subsidy which reduces the
cost of debt service on a project mortgage, thereby enabling the owner to charge
the tenants lower rents for their apartments. Interest credit subsidy payments
are made monthly by HUD directly to the mortgagee of the project. Each payment
is in an amount equal to the difference between (i) the monthly interest payment
required by the terms of the mortgage to pay principal, interest and the annual
mortgage insurance premium and (ii) the monthly payment which would have been
required for principal and interest if the mortgage loan bore interest at the
rate of 1%. These payments are credited against the amounts otherwise due from
the owner of the project, who makes monthly payments of the balance.

All leases are generally for periods not exceeding one to two years and no
tenant occupies more than 10% of the rentable square footage.

Rents from commercial tenants (to which average rental per square foot
applies) comprise less than 5% of the rental revenues of the Partnership. Rents
for the residential units are determined annually by HUD and reflect increases
in consumer price indices in various geographic areas.

Management continuously reviews the physical state of the properties and
budgets improvements when required which are generally funded from cash flow
from operations or release of replacement reserve escrows. No improvements are
expected to require additional financing.

Management continuously reviews the insurance coverage of the properties
and believes such coverage is adequate.

See Item 1, Business, above for the general competitive conditions to which
the properties described above are subject.

Real estate taxes are calculated using rates and assessed valuations
determined by the township or city in which the property is located. Such taxes
have approximated 1% of the aggregate cost of the properties as shown in
Schedule III to the financial statements included herein.

In connection with investments in development-stage Apartment Complexes,
the General Partner generally requires that the general partners of the Local
Partnerships ("Local General Partners") provide completion guarantees and/or
undertake to repurchase the Partnership's interest in the Local Partnership if
construction or rehabilitation is not completed substantially on time or on
budget ("Development Deficit Guarantees"). The Development Deficit Guarantees
generally also require the Local General Partner to provide any funds necessary
to cover net operating deficits of the Local Partnership until such time as the
Apartment Complex has achieved break-even operations. The General Partner
generally requires that the Local General Partners undertake an obligation to
fund operating deficits of the Local Partnership (up to a stated maximum amount)
during a limited period of time (typically three to five years) following the
achievement of break-even operations ("Operating Deficit Guarantees"). Under the
terms of the Development and Operating Deficit Guarantees, amounts funded will
be treated as Operating Loans which will not bear interest and which will be
repaid only out of 50% of available cash flow or out of

-6-


available net sale or refinancing proceeds. In some instances, the Local General
Partners are required to undertake an obligation to comply with a Rent-Up
Guaranty Agreement, whereby the Local General Partner agrees to pay liquidating
damages if predetermined occupancy rates are not achieved. These payments are
made without right of repayment. In cases where the General Partner deems it
appropriate, the obligations of a Local General Partner under the Development
Deficit, Operating Deficit and/or Rent-Up Guarantees are secured by letters of
credit and/or cash escrow deposits.

Housing Tax Credits with respect to a given Apartment Complex are available
for a ten-year period that commences when the property is placed into service.
However, the annual Tax Credits available in the year in which the Apartment
Complex is placed in service must be prorated based upon the months remaining in
the year. The amount of the annual Tax Credit not available in the first year
will be available in the eleventh year. In certain cases, the Partnership
acquired its interest in a Local Partnership after the Local Partnership had
placed its Apartment Complex in service. In these cases, the Partnership may be
allocated Tax Credits only beginning in the month following the month in which
it acquired its interest and Tax Credits allocated in any prior period are not
available to the Partnership

Item 3. Legal Proceedings.

None.

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

None.

PART II

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

As of March 31, 1996, the Partnership had issued and outstanding 76,786
Limited Partnership Interests, each representing a $1,000 capital contribution
to the Partnership, or an aggregate capital contribution of $76,786,000. All of
the issued and outstanding Limited Partnership Interests have been issued to
Independence Assignor Inc. (the "Assignor Limited Partner"), which has in turn
issued 76,786 BACs to the purchasers thereof for an aggregate purchase price of
$76,786,000. Each BAC represents all of the economic and virtually all of the
ownership rights attributable to a Limited Partnership Interest held by the
Assignor Limited Partner. BACs may be converted into Limited Partnership
Interests at no cost to the holder (other than the payment of transfer costs not
to exceed $100), but Limited Partnership Interests so acquired are not
thereafter convertible into BACs.

Neither the BACs nor the Limited Partnership Interest are traded on any
established trading market. The Partnership does not intend to include the BACs
for quotation on NASDAQ or for listing on any national or regional stock
exchange or any other established securities market. The Revenue Act of 1987
contained provisions which have an adverse impact on investors in "publicly
traded partnerships." Accordingly, the General Partner plans to impose limited
restrictions on the transferability of the BACs and the Limited Partnership
Interests in secondary market transactions. Implementation of the restrictions
should prevent a public trading market from developing and may adversely affect
the ability of an investor to liquidate his or her investment quickly. It is
expected that such procedures will remain in effect until such time, if ever, as
further revision of the Revenue Act of 1987 may permit the Partnership to lessen
the scope of the restrictions.

As of March 31, 1996, the Partnership has approximately 5,228 registered
holders of an aggregate of 76,786 BACs.

All of the Partnership's general partnership interests, representing an
aggregate capital contribution of $1,000, are held by the General Partner.

-7-


There are no material legal restrictions in the Partnership Agreement on
the ability of the Partnership to make distributions. The Partnership has made
no distributions to the BACs holders as of March 31, 1996. The Partnership does
not anticipate providing cash distributions to its BACs holders other than from
net refinancing or sales proceeds.

Item 6. Selected Financial Data.

The information set forth below presents selected financial data of the
Partnership. Additional financial information is set forth in the audited
financial statements in Item 8 hereof.




For the Period
May 31, 1991
(Inception)
Year Ended March 31, For the
---------------------------------------------------------------- Through
OPERATIONS 1996 1995 1994 1993 March 31, 1992
---- ---- ---- ---- --------------

Revenues $ 19,169,610 $ 18,061,137 $ 14,024,220 $ 3,816,728 $ 204,143

Operating expenses 24,084,097 21,848,948 16,549,054 4,817,238 219,607
------------- ------------- ------------- ------------- -------------

Loss before minority
interest (4,914,487) (3,787,811) (2,524,834) (1,000,510) (15,464)

Minority interest in loss of
subsidiary partnerships 32,193 32,583 24,646 1,018 2
------------- ------------- ------------- ------------- -------------

Net loss $ (4,882,294) $ (3,755,228) $ (2,500,188) $ (999,492) $ (15,462)
============= ============= ============= ============= =============
Net loss per weighted
average BAC $ (62.95) $ (48.42) $ (32.23) $ (17.36) $ (1.36)
============= ============= ============= ============= =============






March 31,
---------------------------------------------------------------------------------
FINANCIAL POSITION 1996 1995 1994 1993 1992
- ------------------ ---- ---- ---- ---- ----
Total assets $ 183,788,219 $ 189,946,896 $ 202,231,410 $ 145,354,121 $ 32,820,793
============= ============= ============= ============= =============
Total liabilities $ 120,702,900 $ 121,484,923 $ 131,248,328 $ 71,077,055 $ 7,527,933
============= ============= ============= ============= =============
Minority interest $ 6,850,591 $ 7,344,951 $ 6,110,832 $ 6,904,628 $ 2
============= ============= ============= ============= =============
Total partners' capital $ 56,234,728 $ 61,117,022 $ 64,872,250 $ 67,372,438 $ 25,292,858
============= ============= ============= ============= =============



During the year ended March 31, 1996, total assets decreased primarily due
to depreciation of approximately $6,000,000. During the year ended March 31,
1995, total assets decreased primarily due to depreciation of approximately
$5,000,000 and the payment of development fees and other amounts due to local
general partners and affiliates totaling approximately $8,000,000. For the year
ended March 31, 1995, total liabilities decreased as a result of the latter
explanation. During the years ended March 31, 1994 and 1993, total assets and
liabilities increased primarily due to the continued acquisition of Local
Partnerships. Property and equipment increased approximately $66,000,000 and
$41,000,000 and construction in progress increased approximately $16,000,000 and
$28,000,000, respectively. Mortgage notes increased approximately $39,000,000
and $26,000,000 and construction notes increased approximately $20,000,000 and
$26,000,000, respectively. For the year ended March 31, 1993, there was also an
increase in assets due to capital contributions which were not fully expended.
For the year ended March 31, 1993, minority interest increased approximately
$7,000,000 due to capital contributions from local general partners.

Cash Distributions

The Partnership has made no distributions to the BACs holders as of March
31, 1996.

-8-


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

Liquidity and Capital Resources

The Partnership's primary source of funds include (i) working capital
reserves and interest earned thereon, and (ii) cash distributions from the
operations of the Local Partnerships. All these sources of funds are available
to meet obligations of the Partnership.

The Partnership received $76,786,000 in Gross Proceeds from the sale of
BACs pursuant to a public offering, resulting in net proceeds available for
investment, after volume discounts, establishment of a working capital reserve,
payment of sales commissions, acquisition fees and expenses, and offering
expenses, of $61,400,000.

As of March 31, 1996, the Partnership has invested approximately
$59,710,000 (not including acquisition fees of approximately $4,500,000) of net
proceeds in twenty-eight Local Partnerships of which approximately $1,310,000
remains to be paid to the Local Partnerships (which is being held in escrow) as
certain benchmarks, such as occupancy level, must be attained prior to the
release of the funds. During the year ended March 31, 1996, $346,000 was paid
from escrow. The Partnership does not intend to acquire additional properties,
however, the Partnership may be required to fund potential purchase price
adjustments based on tax credit adjustor clauses.

Cash and cash equivalents of the Partnership and its twenty-eight
consolidated subsidiary partnerships decreased approximately $2,433,000 during
the year ended March 31, 1996. This decrease was primarily due to acquisitions
of property and equipment ($902,000), principal repayments of mortgage notes
($1,792,000), a net decrease in due to local general partners and affiliates
relating to investing and financing activities ($294,000) and a decrease in
capitalization of consolidated subsidiaries attributable to minority interest
($462,000) which exceeded cash provided by operating activities ($1,095,000).
Included in the adjustments to reconcile the net loss to cash flow from
operations is depreciation and amortization of approximately $6,184,000.

An original working capital reserve of approximately $1,536,000 (2% of
Gross Proceeds raised) was established from the Partnerships's funds available
for investment. The working capital reserve at March 31, 1996 and 1995 was
approximately $365,000 and $506,000, respectively, which includes amounts which
may be required for the potential purchase price adjustments based on tax credit
adjustor clauses.

Cash distributions received from the Local Partnerships remain relatively
immaterial. Distributions of approximately $58,590, $2,930 and $53,980 were
received during the years ended March 31, 1996, 1995, and 1994, respectively.
However, management expects that the distributions received from the Local
Partnerships will increase, although not to a level sufficient to permit
providing cash distributions to BACs holders. These distributions as well as the
working capital reserves referred to in the above paragraph will be used to meet
the operating expenses of the Partnership.

The Partnership has negotiated Operating Deficit Guaranty Agreements with
all Local Partnerships by which the general partners of the Local Partnerships
have agreed to fund operating deficits for a specified period of time. The terms
of the Operating Deficit Guaranty Agreements vary for each Local Partnership,
with maximum dollar amounts to be funded for a specified period of time,
generally three years, commencing on the break-even date. The gross amount of
the Operating Deficit Guarantees aggregates approximately $8,366,000, of which
$200,000, $0, and $0 had expired as of March 31, 1996, 1995, and 1994,
respectively. As of March 31, 1996, 1995, and 1994, approximately $824,000,
$799,000, and $799,000, respectively, had been funded by the Local General
Partners to meet such obligations, which includes amounts held in escrow by the
Local Partnerships. All operating deficit guarantees expire within the next
three years. Management does not expect a material impact on liquidity, based on
prior years' fundings.

-9-


In addition, several Local Partnerships have Rent-Up Guaranty Agreements,
by which the Local General Partner agrees to pay liquidating damages if
predetermined occupancy rates are not achieved. The gross amount of these
guarantees is approximately $470,000, none of which have expired as of March 31,
1996. As of March 31, 1996, there have not been any fundings under these
Guaranty Agreements. All rental guarantees expire within the next three years.
Management does not expect a material impact on liquidity, based on prior years'
fundings.

Both the Operating Deficit Guaranty Agreements and the Rent-Up Guaranty
Agreements were negotiated to protect the Partnership's interest in the Local
Partnerships and to provide incentive to the Local General Partners to generate
positive cash flow.

HUD recently released the American Community Partnerships Act (the "ACPA").
The ACPA is HUD's blueprint for providing for the nation's housing needs in an
era of static or decreasing budget authority.

Two key proposals in the ACPA that could affect the Local Partnerships are:
a discontinuation of project based Section 8 subsidy payments and an attendant
reduction in debt on properties that were supported by the Section 8 payments.

The ACPA calls for a transition during which the project based Section 8
would be converted to a tenant based voucher system. Any FHA insured debt would
then be "marked-to-market", that is revalued in light of the reduced income
stream, if any.

Several industry sources have already commented to HUD and Congress that in
the event the ACPA were fully enacted in its present form the reduction in
mortgage indebtedness would be considered taxable income to limited partners in
the Partnership. Legislative relief has been proposed to exempt
"marked-to-market" debt from cancellation of indebtedness income treatment.

As discussed more fully in Results of Operations of Certain Local
Partnerships, an investigation is being conducted into the propriety and
accuracy of Section 8 Housing Assisted Payments ("HAP") rent subsidies claimed
by Rolling Green Associates, L.P. ("Rolling Green.") under its HAP Contract.
Since the maximum loss the Partnership would be liable for is its net investment
the Local Partnership, the resolution of the existing contingency is not
anticipated to impact future results of operations, liquidity or financial
condition in a material way.

Management is not aware of any trends or events, commitments or
uncertainties, which have not otherwise been disclosed, that will or are likely
to impact liquidity in a material way. Management believes the only impact would
be for laws that have not yet been adopted. The portfolio is diversified by the
location of the properties around the United States so that if one area of the
country is experiencing downturns in the economy, the remaining properties in
the portfolio may be experiencing upswings. However, the geographic
diversification of the portfolio may not protect against a general downturn in
the national economy. The Partnership has fully invested the proceeds of its
offering in 28 local partnerships, all of which fully have their tax credits in
place. The tax credits are attached to the project for a period of ten years,
and are transferable with the property during the remainder of the ten year
period. If trends in the real estate market warranted the sale of a property,
the remaining tax credits would transfer to the new owner; thereby adding
significant value to the property on the market, which are not included in the
financial statement carrying amount.

Results of Operations

Property and equipment are carried at the lower of depreciated cost or
estimated amounts recoverable through future operations and ultimate disposition
of the property. Cost includes the purchase price, acquisition fees and
expenses, and any other costs incurred in acquiring the properties. A provision
for loss on impairment of assets is recorded when estimated amounts recoverable
through future operations and sale of the property on an undiscounted basis are
below depreciated cost. Property investments themselves are reduced to estimated
fair value (generally using discounted cash flows) when the property is
considered to be impaired and the depreciated cost exceeds estimated fair value.
Through March 31, 1996, the Partnership has not recorded any provisions for loss
on impairment of assets or reductions to estimated fair value.

-10-


In March 1995, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 121, "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed
Of". Under SFAS No. 121, the Company is required to review long-lived assets and
certain identifiable intangibles for impairment whenever events or changes in
circumstances indicate that the book value of an asset may not be recoverable.
An impairment loss should be recognized whenever the review demonstrates that
the book value of a long-lived asset is not recoverable.

Effective April 1, 1996, the Partnership intends to adopt SFAS No. 121,
consistent with the required adoption period. The Partnership does not expect
the implementation to have a material impact on its financial condition or its
future results of operations.

The following is a summary of the results of operations of the Partnership
for the years ended March 31, 1996, 1995, and 1994 (the 1995, 1994, and 1993
Fiscal Years, respectively.)

The net loss for the 1995, 1994, and 1993 Fiscal Years totaled $4,882,294,
$3,755,228, and $2,500,188, respectively.

The Partnership and BACs holders will begin to recognize Housing Tax
Credits with respect to a Property when the Credit Period for such Property
commences. Because of the time required for the acquisition, completion and
rent-up of Properties, it is expected that the amount of Tax Credits per BAC
will gradually increase over the first three years of the Partnership. Housing
Tax Credits not recognized in the first three years will be recognized in the
11th through 13th years. The Partnership generated $11,969,116, $9,809,218, and
$5,503,469 Housing Tax Credits and $0, $0, and $3,756,773 Historic Tax Credits
during the 1995, 1994 and 1993 tax years, respectively.

1995 vs. 1994

The Partnership's results of operations for the 1995 and 1994 Fiscal Years
consisted primarily of the results of the Partnership's investment in the
twenty-eight Local Partnerships. The majority of Local Partnership income
continues to be in the form of rental income with the corresponding expenses
being divided among operations, depreciation and mortgage interest.

Rental income increased approximately 8% for the 1995 Fiscal Year as
compared to the 1994 Fiscal Year primarily due to income earned from one
additional Local Partnership in the 1995 Fiscal Year which was under
construction during the 1994 Fiscal Year and an increase in another Local
Partnership which was not rented up until the last quarter of the 1994 Fiscal
Year.

Other income decreased approximately $259,000 for the 1995 Fiscal Year as
compared to the 1994 Fiscal Year. Part of this decrease was due to two Local
Partnerships each having received proceeds from insurance claims (relating to
fire) during the 1994 Fiscal Year. The decrease was also the result of payments
by the Partnership, as well as from cash held in escrow, to the Local
Partnerships (which were subsequently used to fund payments to the Local General
Partners) which resulted in lower interest income during the 1995 Fiscal Year.

Total expenses not including repairs and maintenance, operating and other,
and financial expenses increased approximately 5% for the 1995 Fiscal Year as
compared to the 1994 Fiscal Year.

Repairs and maintenance increased approximately $349,000 for the 1995
Fiscal Year as compared to the 1994 Fiscal Year primarily due to four Local
Partnerships addressing the physical needs of their properties. Two Local
Partnerships repainted the exterior and replaced doors, repaired roofing and had
interior painting done for individual units as needed. Another Local Partnership
installed new security and fire doors on all units and replaced windows as
needed. The fourth Local Partnership was under construction in the 1994 Fiscal
Year and therefore incurred more repairs and maintenance expenses in the 1995
Fiscal Year.

-11-


Operating expenses increased approximately $196,000 for the 1995 Fiscal
Year as compared to the 1994 Fiscal Year primarily due to an increase in
utilities at four Local Partnerships, one of which was the result of credits
received in the 1994 Fiscal Year for overcharges in the prior year.

Financial expenses increased approximately $1,054,000 for the 1995 Fiscal
Year as compared to the 1994 Fiscal Year primarily due to increases at two Local
Partnerships which were under construction during part of the 1994 Fiscal Year
as well as an underaccrual of interest at another Local Partnership at December
31, 1994.

1994 vs 1993

The Partnership's results of operations for the 1994 and 1993 Fiscal Years
consisted primarily of (1) $57,000 and $303,000, respectively, of tax-exempt
interest income earned on funds not currently invested in Local Partnerships and
(2) the results of the Partnership's investment in twenty-eight and twenty-seven
of twenty-eight Local Partnerships, respectively.

During the 1994 Fiscal Year, rental income and all categories of expenses
increased and the results of operations are not comparable due to the continued
rent up of properties. During the 1994 and 1993 Fiscal Years, one and nineteen
of the Partnership's twenty-eight and twenty-eight properties, respectively,
completed construction and were in various stages of rent up. In addition, eight
and three of the properties, respectively, had completed construction in a
previous fiscal year, but were in various stages of rent up during the current
fiscal year. Zero and one of the properties were still under construction as of
March 31, 1995 and 1994, respectively.

As of December 31, 1994, one of the twenty-eight properties had a
construction loan with a commitment for permanent financing. As of May 1, 1995,
construction has been completed on all of the Partnership's twenty-eight
properties. Occupancy rates as of May 1, 1995 varied from 88% to 100%.

Results of Operations of Certain Local Partnerships

Rolling Green Associates, L.P. ("Rolling Green")

In October 1993, certain Federal Grand Jury subpoenas were served upon
employees of Rolling Green and upon Rolling Green's management agent as
custodian of records. The subpoenas are part of a United States Attorney and
Federal Grand Jury investigation into the propriety and accuracy of Section 8
Housing Assistance Payments ("HAP") rent subsidies claimed by Rolling Green
under its HAP Contract. The investigation dates back to mid 1993. Upon receiving
its subpoena, the management agent promptly turned over the requested records.
The management agent conducted its own investigation which has resulted in the
discovery of tenancies which were incorrectly reported on earlier HAP subsidy
vouchers. On its December 1993 and January 1994 HAP subsidy vouchers, Rolling
Green returned to New York State Housing Finance Agency (the HAP contract
administrator) adjustments in the approximate net amount of $91,000 to correct
the previously incorrectly reported tenancies. Rolling Green believes the
adjustments as filed are accurate and complete. However, because the matter is
ongoing, no estimate can be made of any further adjustments deemed appropriate
by the United States Attorney or New York State Housing Finance Agency. The
United States Attorney for the Northern District of New York has advised of his
intent to pursue a civil action seeking undetermined penalties and damages.

The Partnership's investment in this subsidiary partnership was
approximately $2,883,000 and $3,052,000 at March 31, 1996 and 1995,
respectively. The minority interest balance was $0 at March 31, 1996 and 1995.
The net loss after minority interest for this subsidiary partnership amounted to
approximately $169,000, $329,000 and $90,000 for the years ended March 31, 1996,
1995, and 1994, respectively.

Other

The Partnership's investment as a limited partner in the Local Partnerships
is subject to the risks incident to the potential losses arising from management
and ownership of improved real estate. The Partnership's investments also could
be adversely affected by poor economic conditions, generally, which could
increase vacancy

-12-


levels and rental payment defaults and by increased operating expenses, any or
all of which could threaten the financial viability of one or more of the Local
Partnerships.

There also are substantial risks associated with the operations of
Apartment Complexes receiving government assistance. These include governmental
regulations concerning tenant eligibility, which may make it more difficult to
rent apartments in the complexes; difficulties in obtaining government approval
for rent increases; limitations on the percentage of income which low and
moderate income tenants may pay as rent; the possibility that Congress may not
appropriate funds to enable the Department of Housing and Urban Development to
make the rental assistance payments it has contracted to make; and that when the
rental assistance contracts expire there may not be market demand for apartments
at full market rents in a Local Partnership's Apartment Complex.

The Local Partnerships are impacted by inflation in several ways. Inflation
allows for increases in rental rates generally to reflect the impact of higher
operating and replacement costs. Inflation also affects the Local Partnerships
adversely by increasing operating costs, such as fuel, utilities and labor.


Item 8. Financial Statements and Supplementary Data.

Sequential
Page
----
(a) 1. Consolidated Financial Statements

Independent Auditors' Report 14

Balance Sheets at March 31, 1996 and 1995 92

Statements of Operations for the Years Ended
March 31, 1996, 1995 and 1994 93

Statements of Changes in Partners' Capital for
the Years Ended March 31, 1996, 1995 and 1994 94

Statements of Cash Flows for the Years Ended
March 31, 1996, 1995 and 1994 95

Notes to Financial Statements 97


-13-


[Letterhead of Trien, Rosenberg, Felix, Rosenberg, Barr & Weinberg, LLP]


INDEPENDENT AUDITORS' REPORT

To the Partners of
Independence Tax Credit Plus L.P. and Subsidiaries
(A Delaware Limited Partnership)

We have audited the consolidated balance sheets of Independence Tax Credit Plus
L.P. and Subsidiaries (a Delaware Limited Partnership) as of March 31, 1996 and
1995 and the related consolidated statements of operations, changes in partners'
capital and cash flows for the years ended March 31, 1996, 1995 and 1994 (the
1995, 1994 and 1993 Fiscal Years). These financial statements are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits. We did not audit
the financial statements for twenty-eight (1995, 1994 and 1993 Fiscal Years)
subsidiary partnerships whose losses aggregated $4,001,728, $2,665,705 and
$1,512,306 for the 1995, 1994 and 1993 Fiscal Years, respectively, and whose
assets constituted 99% and 98% of the Partnership's assets at March 31, 1996 and
1995, respectively, presented in the accompanying consolidated financial
statements. The financial statements for twenty-eight (1995, 1994 and 1993
Fiscal Years) of these subsidiary partnerships were audited by other auditors
whose reports thereon have been furnished to us and our opinion expressed
herein, insofar as it relates to the amounts included for these subsidiary
partnerships is based solely upon the reports of the other auditors.

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



In our opinion, based upon our audits, and the reports of the other auditors
referred to above, the consolidated financial statements referred to in the
first paragraph present fairly, in all material respects, the financial position
of Independence Tax Credit Plus L.P. and Subsidiaries at March 31, 1996 and 1995
and the results of their operations and their cash flows for the years ended
March 31, 1996, 1995 and 1994 in conformity with generally accepted accounting
principles.


/s/ Trien, Rosenberg, Felix,
Rosenberg, Barr, & Weinberg, LLP

TRIEN, ROSENBERG, FELIX,
ROSENBERG, BARR, & WEINBERG, LLP

New York, New York
June 27, 1996



[KPMG PEAT MARWICK LLP-LETTERHEAD]


Independent Auditors' Report

The Partners
Harbor Court Limited Partnership:

We have audited the accompanying balance sheets of Harbor Court Limited
Partnership as of December 31, 1995 and 1994, and the related statements of
operations, changes in partners' capital, and cash flows for the years then
ended. These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. 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 Harbor Court Limited
Partnership as of December 31, 1995 and 1994, and the results of its operations
and its cash flows for the years then ended in conformity with generally
accepted accounting principles.


/s/ KPMG PEAT MARWICK LLP

January 31, 1996


[KPMG PEAT MARWICK LLP-LETTERHEAD]


Independent Auditors' Report


The Partners
Harbor Court Limited Partnership:

We have audited the accompanying balance sheets of Harbor Court Limited
Partnership as of December 31, 1994 and 1993, and the related statements of
operations, 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 an our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Harbor Court Limited
Partnership as of December 31, 1994 and 1993, and the results of its operations
and its cash flows for the years then ended in conformity with generally
accepted accounting principles.


/s/ KPMG PEAT MARWICK LLP

February 3, 1995

[Letterhead of Crews and Company]


May 30, 1996


To the Partners
Old Public Limited Partnership
512 Hood Lakes Road
Lawrenceberg, Tennessee 38464

We have audited the accompanying balance sheet of Old Public Limited
Partnership, (a partnership) as of December 31, 1995, and the related statements
of operations, partners capital 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 audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our 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 Old Public Limited Partnership,
as of December 31, 1995, and the results of its operations and its cash flows
for the year then ended in conformity with generally accepted accounting
principles.


Crews and Company


[CREWS AND COMPANY-LETTERHEAD]


March 6, 1995


To the Partners
Old Public Limited Partnership
512 Hood Lakes Road
Lawrenceburg, Tennessee 38464

We have audited the accompanying balance sheet of Old Public Limited
Partnership, (a partnership) as of December 31, 1994, and the related statements
of operations, partners' capital 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 audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our 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 Old Public Limited Partnership,
as of December 31, 1994, and the results of its operations and its cash flows
for the year then ended in conformity with generally accepted accounting
principles.

/s/ CREWS AND COMPANY



[ROBBINS, CREWS AND COMPANY-LETTERHEAD]


Independent Auditor's Report


To the Partners
Old Public Limited Partnership
512 Hood Lakes Road
Lawrenceburg, Tennessee 18464

We have audited the accompanying balance sheet of Old Public Limited
Partnership, (a partnership) as of December 31, 1993, and the related statements
of operations, partners capital 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 audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our 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 Old Public Limited Partnership,
as of December 31, 1993, and the results of its operations and its cash flows
for the year then ended in conformity with generally accepted accounting
principles.


/s/ ROBBINS, CREWS AND COMPANY
Certified Public Accountants, P.C.

Robbins, Crews and Company
Certified Public Accountants, P.C.

February 24, 1994


[MACK, ROBERTS & COMPANY, L.L.C.-LETTERHEAD]


INDEPENDENT AUDITOR'S REPORT

The Partners
Lancaster Terrace Limited Partnership
Salem, Oregon

We have audited the balance sheet of Lancaster Terrace Limited Partnership as of
December 31, 1995, and the related statements of operations, changes in
partners' capital, and cash flows for the year then ended. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audit. The financial statements of Lancaster Terrace Limited Partnership as
of December 31, 1994, were audited by other auditors whose report dated February
20, 1995, expressed an unqualified opinion on those statements.

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

In our opinion, the 1995 financial statements referred to above present fairly,
in all material respects, the financial position of Lancaster Terrace Limited
Partnership as of December 31, 1995, and the results of its operations and its
cash flows for the year then ended in conformity with generally accepted
accounting principles.


/s/ MACK, ROBERTS & CO.

MACK, ROBERTS & CO., L.L.C.

February 22, 1996




[MERINA MCCOY GERRITZ, P.C.-LETTERHEAD]


INDEPENDENT AUDITORS' REPORT


To the Partners
of Lancaster Terrace Limited Partnership

We have audited the accompanying balance sheets of Lancaster Terrace Limited
Partnership as of December 31, 1994 and 1993, and the related statements of
operations, changes in partners' capital, and cash flows for the years then
ended. These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. 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 Lancaster Terrace Limited
Partnership as of December 31, 1994 and 1993, and the results of its operations
and its cash flows for the years then ended, in conformity with generally
accepted accounting principles.


/s/ MERINA MCCOY GERRITZ

Merina McCoy Gerritz, CPA's, P.C.
February 20, 1995



[PAILET, MEUNIER AND LEBLANC, L.L.P.-LETTERHEAD]


INDEPENDENT AUDITOR'S REPORT

To the Partners
of 655 North Street Limited Partnership
New Orleans, Louisiana:

We have audited the accompanying balance sheet of HUD Project No. 064-12001 of
the 655 North Street Limited Partnership, as of December 31, 1995, and the
related statements of profit and loss, changes in partners' equity, and cash
flows for the year then ended. These financial statements are the responsibility
of the Partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audit.

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 655 North Street Limited
Partnership, HUD Project No. 064-12001, as of December 31, 1995, and the results
of its operations, changes in partners' equity and its 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 February 14, 1996, on our
consideration of 655 North Street Limited Partnership's internal control
structure and a report dated February 14, 1996, on its compliance with specific
requirements applicable to major HUD programs.


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 20 to 28 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/ PAILET, MEUNIER AND LEBLANC, L.L.P.

Metairie, Louisiana
February 14, 1996


[PAILET, MEUNIER AND LEBLANC, L.L.P-LETTERHEAD]


INDEPENDENT AUDITORS' REPORT


To the Partners
of 655 North Street Limited Partnership
New Orleans, Louisiana:

We have audited the accompanying balance sheet of HUD Project No. 064-12001 of
the 655 North Street Limited Partnership, as of December 31, 1994, and the
related statements of profit and loss, partners' equity, and cash flows for the
year then ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audit.

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 655 North Street Limited
Partnership, HUD Project No. 064-12001, as of December 31, 1994, and the results
of its operations and its cash flows for the year then ended in conformity with
generally accepted accounting principles.

Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. Supplemental data is presented for
purposes of additional analysis and is not a required part of the basic
financial statements. The supplemental data 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/ PAILET, MEUNIER AND LEBLANC

Metairie, Louisiana
January 27, 1995


[PAILET, MEUNIER AND LEBLANC, L.L.P-LETTERHEAD]


INDEPENDENT AUDITORS' REPORT


To the Partners
of 655 North Street Limited Partnership
New Orleans, Louisiana:

We have audited the accompanying balance sheet of HUD Project No. 064-12001 of
the 655 North Street Limited Partnership, as of December 31, 1993, and the
related statements of profit and loss, partners' equity, and cash flows for the
year then ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audit.

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 655 North Street Limited
Partnership, HUD Project No. 064-12001, as of December 31, 1993, and the results
of its operations and its cash flows for the year then ended in conformity with
generally accepted accounting principles.

Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. Supplemental data is presented for
purposes of additional analysis and is not a required part of the basic
financial statements. The supplemental data 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/ PAILET, MEUNIER AND LEBLANC

Metairie, Louisiana
February 8, 1994



[J.H. WILLIAMS & CO., LLP-LETTERHEAD]


INDEPENDENT AUDITORS' REPORT


To the Partners of
Landreth Venture (a Limited Partnership)
Philadelphia, Pennsylvania

We have audited the accompanying balance sheets of Landreth Venture (a Limited
Partnership) as of December 31, 1995 and 1994 and the related statements of
income, changes in partners' equity and cash flows for the years then ended.
These financial statements are the responsibility of the Partnership's general
partners and contracted management agent. 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. 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 the
Partnership's general partners and contracted management agent, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Landreth Venture (a Limited
Partnership) at December 31, 1995 and 1994, and the results of its operations,
changes in partners' equity and cash flows for the years then ended in
conformity with generally accepted accounting principles.


/s/ J.H. WILLIAMS & CO., LLP

Kingston, Pennsylvania
February 9, 1996


[J.H. WILLIAMS & CO.-LETTERHEAD]


INDEPENDENT AUDITORS' REPORT


To the Partners of
Landreth Venture (a Limited Partnership)
Philadelphia, Pennsylvania


We have audited the accompanying balance sheets of Landreth Venture (a Limited
Partnership) as of December 31, 1994 and 1993 and the related statements of
income, changes in partners' equity and cash flows for the years then ended.
These financial statements are the responsibility of the partnership's general
partners and contracted management agent. 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. 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 the
Partnership's general partners and contracted management agent, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Landreth Venture (a Limited
Partnership) at December 31, 1994 and 1993, and the results of its operations,
changes in partners' equity and cash flows for the years then ended in
conformity with generally accepted accounting principles.


/s/ J.H. WILLIAMS & CO.

Kingston, Pennsylvania
February 9, 1995



[REZNICK FEDDER & SILVERMAN-LETTERHEAD]


INDEPENDENT AUDITORS' REPORT

To the Partners
Homestead Apartments Associates, Ltd.

We have audited the accompanying balance sheets of Homestead Apartments
Associates, Ltd., as of December 31, 1995 and 1994, and the related statements
of operations, partners' capital and cash flows for the years then ended. These
financial statements are the responsibility of the partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. 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 Homestead Apartments
Associates, Ltd. as of December 31, 1995 and 1994 and the results of its
operations and its cash flows for the years then ended, in conformity with
generally accepted accounting principles.


/s/ REZNICK FEDDER & SILVERMAN
/s/ REZNICK FEDDER & SILVERMAN

Charlotte, North Carolina
January 19, 1996



[REZNICK FEDDER & SILVERMAN-LETTERHEAD]


INDEPENDENT AUDITORS' REPORT

To the Partners
Homestead Apartments Associates, Ltd.

We have audited the accompanying balance sheet of Homestead Apartments
Associates, Ltd., as of December 31, 1994, and the related statements of
operations, partners' capital and cash flows for the year ended December 31,
1994. These 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. 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 Homestead Apartments
Associates, Ltd. as of December 31, 1994 and the results of its operations and
its cash flows for the year ended December 31, 1994, in conformity with
generally accepted accounting principles.


/s/ REZNICK FEDDER & SILVERMAN
/s/ REZNICK FEDDER & SILVERMAN

Charlotte, North Carolina
January 19, 1995


[REZNICK FEDDER & SILVERMAN-LETTERHEAD]


Independent Auditors' Report


To the Partners
Homestead Apartments Associates, Ltd.

We have audited the accompanying balance sheet of Homestead Apartments
Associates, Ltd., as of December 31, 1993, and the related statement of
earnings, partners' capital and cash flows for the year ended December 31, 1993.
These 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. 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 Homestead Apartments
Associates, Ltd. as of December 31, 1993 and the results of its operations and
its cash flows for the year ended December 31, 1993, in conformity with
generally accepted accounting principles.


/s/ REZNICK FEDDER & SILVERMAN
/s/ REZNICK FEDDER & SILVERMAN

Charlotte, North Carolina
January 26, 1994




[REZNICK FEDDER & SILVERMAN-LETTERHEAD]


INDEPENDENT AUDITORS' REPORT


To the Partners
Bethel Villa Associates, L.P.

We have audited the accompanying balance sheets of Bethel Villa Associates,
L.P. as of December 31, 1995 and 1994, and the related statements of profit and
loss (on HUD Form No. 92410), 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 financia1
statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Bethel Villa Associates,
L.P. as of December 31, 1995 and 1994, and the results of its operations, the
changes in partners' equity and cash flows for the years then ended, in
conformity with generally accepted accounting principles.




Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages 27
through 32 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. Such information has been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.

In accordance with Government Auditing Standards, we have also issued
reports dated January 27, 1996 on our consideration of Bethel Villa Associates,
L.P.'s internal control structure and on its compliance with specific
requirements applicable to major DSHA programs, affirmative fair housing, and
laws and regulations applicable to the financial statements.


/s/ REZNICK FEDDER & SILVERMAN

Bethesda, Maryland Federal Employer
January 27, 1996 Identification Number:
52-1088612

Audit Principal: Lester A. Kanis



[REZNICK FEDDER & SILVERMAN-LETTERHEAD]


INDEPENDENT AUDITORS' REPORT


To the Partners
Bethel Villa Associates, L.P.

We have audited the accompanying balance sheets of Bethel Villa Associates,
L.P. as of December 31, 1994 and 1993, and the related statements of profit and
loss (on HUD Form No. 92410), partners' equity and cash flows for the years then
ended. These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.

We conducted our audits in accordance with generally accepted auditing
standards and Government Auditing Standards, 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 Bethel Villa Associates,
L.P. as of December 31, 1994 and 1993, and the results of its operations, the
changes in partners' equity and cash flows for the years then ended, in
conformity with generally accepted accounting principles.




Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages 27
through 32 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/ REZNICK FEDDER & SILVERMAN

Bethesda, Maryland Federal Employer
January 31, 1995 Identification Number:
52-1088612

Audit Principal: Lester A. Kanis



[SHORE, AVRACH & COMPANY, P.C.-LETTERHEAD]


Independent Auditor's Report on Basic Financial
Statements and Supplemental Data


To the Partners
West Diamond Street Associates
Marlton, New Jersey

We have audited the accompanying balance sheets of West Diamond Street
Associates T/A Sedgley Park Apartments (A Pennsylvania Limited Partnership), as
of December 31, 1995 and 1994, and the related statements of profit and loss,
partners' capital and cash flows for the years then ended. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of West Diamond Street
Associates T/A Sedgley Park Apartments as of December 31, 1995 and 1994, and the
results of its operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles. The supplemental data
included in this report (reflected on pages 18 through 24) has been subjected to
the same auditing procedures applied in the audits of the basic financial
statements and, in our opinion, is presented fairly in all material respects in
relation to the basic financial statements taken as a whole.

In accordance with Government Auditing Standards, we have also issued the
following reports dated January 29, 1996 concerning West Diamond Street
Associates T/A Sedgley Park Apartments (1) on the internal control structure and
(2) on compliance with applicable laws and regulations.


/s/ SHORE, AVRACH & COMPANY, P.C.
Certified Public Accountants

January 29, 1996



[SHORE, AVRACH & COMPANY, P.C.-LETTERHEAD]


Independent Auditor's Report on Basic
Financial Statements and Supplemental Data

To the Partners
West Diamond Street Associates
Philadelphia, Pennsylvania


We have audited the accompanying balance sheet of West Diamond Street
Associates T/A Sedgley Park Apartments (A Pennsylvania Limited Partnership), as
of December 31, 1994 and 1993, and the related statements of profit and loss,
partners' capital and cash flows for the years then ended. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of West Diamond Street
Associates T/A Sedgley Park Apartments as of December 31, 1994 and 1993, and the
results of its operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles. The supplemental data
included in this report (reflected on pages 19 through 25) has been subjected to
the same auditing procedures applied in the audits of the basic financial
statements and, in our opinion, is presented fairly in all material respects in
relation to the basic financial statements taken as a whole.


/s/ SHORE, AVRACH & COMPANY, P.C.
Certified Public Accountants

February 10, 1995



[J. H. WILLIAMS & CO., LLP-LETTERHEAD]


INDEPENDENT AUDITORS' REPORT


To the Partners of
Susquehanna Partners (a Limited Partnership)
Philadelphia, Pennsylvania

We have audited the accompanying balance sheets of Susquehanna Partners (a
Limited Partnership) as of December 31, 1995 and 1994 and the related statements
of income, changes in partners' equity and cash flows for the years then ended.
These financial statements are the responsibility of the Partnership's general
partner and contracted management agent. 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. 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 the
Partnership's general partner and contracted management agent, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Susquehanna Partners (a Limited
Partnership) at December 31, 1995 and 1994, and its results of operations,
changes in partners' equity and cash flows for the years then ended in
conformity with generally accepted accounting principles.


/s/ J. H. WILLIAMS & CO., LLP

Kingston, Pennsylvania
February 12, 1996




[J. H. WILLIAMS & CO.-LETTERHEAD]


INDEPENDENT AUDITORS' REPORT


To the partners of
Susquehanna Partners (a Limited Partnership)
Philadelphia, Pennsylvania

We have audited the accompanying balance sheets of Susquehanna Partners (a
Limited Partnership) as of December 31, 1994 and 1993 and the related statements
of income, changes in partners' equity and cash flows for the years then ended.
These financial statements are the responsibility of the Partnership's general
partner and contracted management agent. 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. 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 the
Partnership's general partner and contracted management agent, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Susquehanna Partners (a Limited
Partnership) at December 31, 1994 and 1993, and its results of operations,
changes in partners' equity and cash flows for the years then ended in
conformity with generally accepted accounting principles.


/s/ J. H. WILLIAMS & CO.

Kingston, Pennsylvania
February 13, 1995




[ROBERT ERCOLINI & COMPANY-LETTERHEAD]


INDEPENDENT AUDITOR'S REPORT


To the Partners of
Boston Bay Limited Partnership
Boston, Massachusetts

We have audited the accompanying balance sheet of Boston Bay Limited Partnership
(a Massachusetts Limited Partnership), MHFA Project No. 70-071-R as of December
31, 1995, and the related statements of operations, partners' capital, 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 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 Boston Bay Limited Partnership
as of December 31, 1995, and the results of its operations, changes in partners'
capital, and its cash flows for the year then ended in conformity with generally
accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued a report
dated January 26, 1996 on our consideration of Boston Bay Limited Partnership's
internal control structure, a report dated January 26, 1996 on its compliance
with laws and regulations, and reports dated January 26, 1996 on its compliance
with specific requirements applicable to HUD programs.

Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The additional information included in this report
(shown on pages 13 through 26) is presented for the purpose of additional
analysis and to comply with reporting requirements of the Massachusetts Housing
Finance Agency 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/ ROBERT ERCOLINI & COMPANY

January 26, 1996




[ROBERT ERCOLINI & COMPANY-LETTERHEAD]


INDEPENDENT AUDITOR'S REPORT


To the Partners of
Boston Bay Limited Partnership
Boston, Massachusetts

We have audited the accompanying balance sheet of Boston Bay Limited Partnership
(a Massachusetts Limited Partnership), MHFA Project No. 70-071-R as of December
31, 1994, and the related statements of operations, partners' capital, 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 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 Boston Bay Limited Partnership
as of December 31, 1994, and the results of its operations, changes in partners'
capital, 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 additional information included in this report
(shown on pages 13 through 26) is presented for the purpose of additional
analysis and to comply with reporting requirements of the Massachusetts Housing
Finance Agency 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/ ROBERT ERCOLINI & COMPANY

February 5, 1995



[ROBERT ERCOLINI & COMPANY-LETTERHEAD]


INDEPENDENT AUDITOR'S REPORT


To the Partners of
Boston Bay Limited Partnership
Boston, Massachusetts

We have audited the accompanying balance sheet of Boston Bay Limited Partnership
(a Massachusetts Limited Partnership), MHFA Project No. 70-071-R as of December
31, 1993, and the related statements of operations, partners' capital, 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 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 Boston Bay Limited Partnership
as of December 31, 1993, and the results of its operations, changes in partners'
capital, 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 additional information included in this report
(shown on pages 14 through 27) is presented for the purpose of additional
analysis and to comply with reporting requirements of the Massachusetts Housing
Finance Agency 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/ ROBERT ERCOLINI & COMPANY

February 15, 1994



[ROBERT ERCOLINI & COMPANY-LETTERHEAD]


INDEPENDENT AUDITOR'S REPORT


To the Partners of
Morrant Bay Limited Partnership
Boston, Massachusetts

We have audited the accompanying balance sheet of Morrant Bay Limited
Partnership (a Massachusetts Limited Partnership), MHFA Project No. 70-095-R as
of December 31, 1995, and the related statements of operations, partners'
capital, 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 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 Morrant Bay Limited Partnership
as of December 31, 1995, and the results of its operations, changes in partners'
capital, and its cash flows for the year then ended in conformity with generally
accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued a report
dated January 29, 1996 on our consideration of Morrant Bay Limited Partnership's
internal control structure, a report dated January 29, 1996 on its compliance
with laws and regulations, and reports dated January 29, 1996 on its compliance
with specific requirements applicable to HUD programs.

Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The additional information included in this report
(shown on pages 14 through 27) is presented for the purpose of additional
analysis and to comply with reporting requirements of the Massachusetts Housing
Finance Agency 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/ ROBERT ERCOLINI & COMPANY

January 29, 1996
(February 26, 1996
as to Note 14)




[ROBERT ERCOLINI & COMPANY-LETTERHEAD]


INDEPENDENT AUDITOR'S REPORT


To the Partners of
Morrant Bay Limited partnership
Boston, Massachusetts

We have audited the accompanying balance sheet of Morrant Bay Limited
Partnership (a Massachusetts Limited Partnership), MHFA Project No. 70-095-R as
of December 31, 1994, and the related statements of income, partners' capital,
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 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 Morrant Bay Limited Partnership
as of December 31, 1994, and the results of its operations, changes in partners'
capital, 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 additional information included in this report
(shown on pages 13 through 26) is presented for the purpose of additional
analysis and to comply with reporting requirements of the Massachusetts Housing
Finance Agency 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/ ROBERT ERCOLINI & COMPANY

February 5, 1995





[ROBERT ERCOLINI & COMPANY-LETTERHEAD]


INDEPENDENT AUDITOR'S REPORT


To the Partners of
Morrant Bay Limited Partnership
Boston, Massachusetts


We have audited the accompanying balance sheet of Morrant Bay Limited
Partnership (a Massachusetts Limited Partnership), MHFA Project No. 70-095-R as
of December 31, 1993, and the related statements of operations, partners'
capital, 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 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 Morrant Bay Limited Partnership
as of December 31, 1993, and the results of its operations, changes in partners'
capital, 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 additional information included in this report
(shown on pages 14 through 27) is presented for the purpose of additional
analysis and to comply with reporting requirements of the Massachusetts Housing
Finance Agency 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/ ROBERT ERCOLINI & COMPANY

February 15, 1994



[ROBERT ERCOLINI & COMPANY-LETTERHEAD]


INDEPENDENT AUDITOR'S REPORT


To the Partners of
Hope Bay Limited Partnership
Boston, Massachusetts


We have audited the accompanying balance sheet of Hope Bay Limited Partnership
(a Massachusetts Limited Partnership), MHFA Project No. 70-168-R as of December
31, 1995, and the related statements of operations, partners' capital, 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 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 Hope Bay Limited Partnership as
of December 31, 1995, and the results of its operations, changes in partners'
capital, and its cash flows for the year then ended in conformity with generally
accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued a report
dated January 27, 1996 on our consideration of Hope Bay Limited Partnership's
internal control structure, a report dated January 27, 1996 on its compliance
with laws and regulations, and reports dated January 27, 1996 on its compliance
with specific requirements applicable to HUD programs.

Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The additional information included in this report
(shown on pages 14 through 27) is presented for the purpose of additional
analysis and to comply with reporting requirements of the Massachusetts Housing
Finance Agency 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/ ROBERT ERCOLINI & COMPANY

January 27, 1996
(February 26, 1996
as to Note 13)




[ROBERT ERCOLINI & COMPANY-LETTERHEAD]


INDEPENDENT AUDITOR'S REPORT


To the Partners of
Hope Bay Limited Partnership
Boston, Massachusetts

We have audited the accompanying balance sheet of Hope Bay Limited Partnership
(a Massachusetts Limited Partnership), MHFA Project No. 70-168-R as of December
31, 1994, and the related statements of income, partners' capital, 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 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 Hope Bay Limited Partnership as
of December 31, 1994, and the results of its operations, changes in partners'
capital, 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 additional information included in this report
(shown on pages 13 through 26) is presented for the purpose of additional
analysis and to comply with reporting requirements of the Massachusetts Housing
Finance Agency 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/ ROBERT ERCOLINI & COMPANY

February 24, 1995




[ROBERT ERCOLINI & COMPANY-LETTERHEAD]


INDEPENDENT AUDITOR'S REPORT


To the Partners of
Hope Bay Limited Partnership
Boston, Massachusetts

We have audited the accompanying balance sheet of Hope Bay Limited Partnership
(a Massachusetts Limited Partnership), MHFA Project No. 70-168-R as of December
31, 1993, and the related statements of operations, partners' capital, 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 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 Hope Bay Limited Partnership as
of December 31, 1993, and the results of its operations, changes in partners'
capital, 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 additional information included in this report
(shown on pages 14 through 27) is presented for the purpose of additional
analysis and to comply with reporting requirements of the Massachusetts Housing
Finance Agency 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/ ROBERT ERCOLINI & COMPANY

February 15, 1994



[ARMANDO A. SUAREZ o CPA-LETTERHEAD]


INDEPENDENT AUDITOR'S REPORT


To the Partners
Lares Apartments Limited Partnership

I have audited the accompanying balance sheets of Lares Apartments Limited
Partnership (FmHA Project No.: 63-034-660467896) as of December 31, 1995 and
1994, and the related statements of operations, partners' equity (deficit), and
cash flows for the year then ended. These financial statements are the
responsibility of the Partnership's management. My responsibility is to express
an opinion on these financial statements based on my audits.

I have conducted my audits in accordance with generally accepted auditing
standards and Government Auditing Sta