As filed with the Securities and Exchange Commission
                         on {April 21} [August __], 1997

                           Registration No. 333-13113

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                      POST-EFFECTIVE AMENDMENT NO. {2} [3]
                                       TO
                                    FORM S-11
                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933

        REDWOOD MORTGAGE INVESTORS VIII, a California Limited Partnership
             (Exact name of registrant as specified in its charter)


CALIFORNIA                                6611                    94-3158788
(State of other jurisdiction of  (Primary Standard Industrial  (I.R.S. Employer
incorporation or organization)  Classification Code Number)  Identification No.)

   650 El Camino Real, Suite G, Redwood City, California 94063 (415) 365-5341
          (Address and telephone number of principal executive offices)

   650 El Camino Real, Suite G, Redwood City, California 94063 (415) 365-5341
(Address of principal place of business or intended principal place of business)

                               D. Russell Burwell
   650 El Camino Real, Suite G, Redwood City, California 94063 (415) 365-5341
(Name, address, including zip code and telephone number, including area code of
                               agent for service)

                                   Copies to:

                              Stephen C. Ryan, Esq.
                              Anne R. Knowles, Esq.
                          Landels Ripley & Diamond, LLP
               {115 Sansome St., Suite 400} [350 The Embarcadero]
                             San Francisco, CA 94105

                        Approximate date of commencement
                           of proposed sale to public:

   As soon as practicable after this Registration Statement becomes effective.

     If any of the securities being registered on this Form are to be offered on
a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act of
1933 check the following box: X



                                SUPPLEMENT NO. 2
                              DATED AUGUST 1, 1997
                    TO THE PROSPECTUS DATED DECEMBER 4, 1996

                         REDWOOD MORTGAGE INVESTORS VIII
                        A California Limited Partnership

     The  following  information  updates  the  Prospectus  of Redwood  Mortgage
Investors  VIII, a California  limited  partnership  (the  "Partnership")  dated
December  4,  1996  (the  "Prospectus").  This  information  is part of and must
accompany the Prospectus.

     Plan of Distribution.  The General Partners may accept  unsolicited  orders
for Units  directly  from an  Investor  who did not  utilize  the  services of a
Participating  Broker Dealer,  but instead utilized the services of a registered
investment advisor. In connection with such sales,  Redwood Mortgage will pay to
the Partnership an amount equal to the sales commissions otherwise  attributable
to a sale of a Unit through a  Participating  Broker Dealer.  The Partnership in
turn will credit such amounts received by Redwood Mortgage to the account of the
Investor who placed the unsolicited order.

     Investors who acquire Units  directly  from the  Partnership  will have the
election,  in their subscription  document,  to authorize the Partnership to pay
their  registered  investment  advisor an estimated  quarterly amount of no more
than 2% annually of the Investor's  Capital Account that would otherwise be paid
to the  Investor  as  Periodic  Cash  Distributions  or  compounded  as Earnings
("Client  Fees").  In the  event  that the  Investor  has  elected  to  compound
Earnings,  then the amount of the Earnings  reinvested  by such Investor will be
reduced  by an amount  equal to the amount of the Client  Fees paid.  Thus,  the
amount  of the  Periodic  Cash  Distributions  paid or the  amount  of  Earnings
compounded  will be less for  investors who elect to pay Client Fees through the
Partnership.  The  authorization to pay Client Fees is solely at the election of
the Investor and is not a requirement of investment.

     All Client Fees paid will be paid from those  amounts that would  otherwise
be paid to the Investor or compounded in his capital account. The payment of all
Client Fees is  noncumulative  and  subject to the  availability  of  sufficient
Earnings in the Capital  Account of the  Investor to make such  payments.  In no
event  will any such fees be paid by the  Partnership  as sales  commissions  or
other compensation.  The Partnership is merely agreeing to pay to the registered
investment  advisor,  as an  administrative  convenience to the Investor,  those
amounts that would otherwise be paid to the Investor. In no event will the total
of all compensation including sales commissions,  expense reimbursements,  sales
seminar  and/or due diligence  expenses  exceed ten percent (10%) of the program
proceeds  received plus an additional  one-half percent (0.5%) for bona fide due
diligence expenses as set forth in Rule 2810 of the NASD Conduct Rules.

     All  registered  investment  advisors  will  represent  and  warrant to the
Partnership  that,  among  other  things,  that the  investment  in the Units is
suitable for the  Investor,  that he has informed the Investor of all  pertinent
facts relating to the liquidity and  marketability  of Units,  and that if he is
affiliated  with an NASD  registered  broker  or  dealer  that all  Client  Fees
received  by him in  connection  with this  transaction  will be run through the
books and records of the NASD member in compliance  with Notice to Members 96-33
and Rules 3030 and 3040 of the NASD Conduct Rules.
    

                      Supplement No. 1 dated April 15, 1997
                    to the Prospectus Dated December 4, 1996

                        Redwood Mortgage Investors VIII,
                        A California Limited Partnership

     The  following  information  updates  the  Prospectus  of Redwood  Mortgage
Investors  VIII, a California  limited  partnership  (the  "Partnership")  dated
December 4, 1996. This information is part of and must accompany the Prospectus.

     1.  Summary  of  Partnership  Activities.  The  Partnership  is  engaged in
business  as a mortgage  lender,  for the  primary  purpose  of making  Mortgage
Investments  secured  primarily by first and second deeds of trust on California
real  estate.  The  Partnership's  initial  offering of  $15,000,000  of limited
partnership units (the Units) commenced in February 1993. The initial offering
was fully  subscribed  and closed on October 31, 1996.  At the time the offering
was closed the Partnership had received a total of $14,932,017 of subscriptions.
In connection with its initial offering,  the Partnership incurred approximately
$12,500 in organizational  and offering costs and $582,365 in syndication costs,
which is less than  anticipated.  (See section of the original  prospectus dated
May  19,  1993  and  the  supplements  thereto  entitled  SOURCES  AND  USES OF
PROCEEDS).

     The General Partners  elected in September,  1996, to continue the offering
of Units in the  Partnership  in order to increase  the  Partnerships  mortgage
investment portfolio,  thereby increasing diversity and adding additional safety
to the  portfolio.  The  Partnerships  second  offering of $30,000,000 of Units
commenced in December,  1996. As this new offering is part of the  Partnerships
ongoing business,  there is no escrow and all proceeds from the sale of Units is
paid directly to the Partnership.

     As  of  December  31,  1996,  the  Partnership  had  received  $310,937  of
subscriptions  in connection with its second  offering  bringing total aggregate
subscriptions  to  $15,242,954.  As set  forth  below  in the  section  of  this
Supplement  entitled  Description  of  Open  Loans  for the  Partnership  as of
December 31, 1996 the Partnership had outstanding  Mortgage  Investments with a
total principal balance of $15,642,990. As of December 31, 1996, the Partnership
had, in connection  with its second  offering of $30,000,000 of Units,  incurred
approximately  $0.00 in organizational  costs and $100,745 in syndication costs.
These costs reflect less than 1 month of organization and syndication costs.

     As of the date of this  Supplement,  there  have been no  adverse  business
developments   or   conditions  in  the   Partnership,   or  any  prior  limited
partnerships, that would be material to a prospective investor.

     2.  Financial  Statements.  The  financial  statements  of the  Partnership
included in this  Supplement  as  Attachment  III have been  audited by Parodi &
Cropper,  independent  auditors,  as of December  31,  1996.  Additionally,  the
financial statements of Gymno Corporation,  the corporate general partner,  have
been  updated to December  31,  1996,  and June 30,  1995,  and are  included as
Attachment IV. Gymno Corporation has changed its fiscal year end from June 30 to
December 31.

     3. Plan of Distribution.  As described in the Prospectus, sales commissions
are not paid directly by the Partnership out of the offering proceeds.  Instead,
the  Partnership  loans to Redwood Home Loan Company  doing  business as Redwood
Mortgage, an affiliate of the General Partners, funds from the offering proceeds
equal to the sales commission. For ease of reference, the loan is referred to as
the  "Formation  Loan".  (See,  section  of the  Prospectus  entitled  "RISKS  -
Formation  Loan" and "PLAN OF  DISTRIBUTION  -  Formation  Loan").  The  initial
Formation Loan (the First  Formation Loan) made in connection with the initial
offering  of  $15,000,000,  is  unsecured  and is to be repaid in ten (10) equal
annual installments of principal, without interest, commencing on December 31 of
the year in which the offering terminates,  which in connection with the initial
offering of  $15,000,000  was December 31, 1996.  In  connection  with the First
Formation  Loan, as of December 31, 1996, the Partnership has lent $1,074,840 to
Redwood Mortgage from the offering proceeds to pay sales commissions and $16,518
had been repaid.  In connection with the ongoing  Offering of  $30,000,000,  the
Formation Loan (the Second  Formation Loan) during the offering period will be
repaid in annual installments of one-tenth of principal balance of the Formation
Loan as of December 31 of each year.  Such  payment  shall be due and payable by
December 31 of the  following  year with the first  payment due by December  31,
1997. Upon the completion of the offering the balance of the Formation Loan will
be repaid in ten (10) equal annual installments of principal,  without interest,
commencing on December 31 of year  following the year the offering  termination.
As of  December  31,  1996,  the  Partnership,  in  connection  with the  Second
Formation  Loan,  had  loaned  $15,384  to Redwood  Mortgage  from the  offering
proceeds to pay sales commissions.

     4. Terms of the Offering.  As of October 31, 1996, the initial  offering of
$15,000,000 of limited  partnership  units was closed.  At the time the offering
was closed the Partnership had received a total of $14,932,017 of subscriptions.
The General  Partners  elected in  September,  1996, to continue the offering of
Units.  The  Partnerships  second offering of $30,000,000 of Units commenced in
December,  1996.  As this  new  offering  is part of the  Partnerships  ongoing
business,  there is no escrow  and all  proceeds  from the sale of Units is paid
directly to the  Partnership.  As of December  31,  1996,  the  Partnership  had
received a total of $310,937 in new  subscriptions in connection with its second
offering. The aggregate combined subscriptions total $15,242,954.

     5.  Compensation  of General  Partners.  For the period from  inception  to
December 31, 1996, the General  Partners and their  Affiliates have received the
following  compensation.  (See, section of the Prospectus entitled "COMPENSATION
OF THE GENERAL PARTNERS AND AFFILIATES").

       (a) Compensation of General Partners and Affiliates by Partnership.

- --------------------------------------------------------------------------------
Entity Receiving       Description of Compensation                      Amount
Compensation
- --------------------------------------------------------------------------------

Redwood Mortgage     Mortgage Servicing Fee for Servicing 
                          Mortgage Investments                         $275,996
- --------------------- ----------------------------------------------------------

General Partner      Asset Management Fee for managing assets           $34,738
- --------------------- ---------------------------------------------------------

General Partner     1% interest in profits, losses and 
                    distributions of cash available for       
                    distribution                                        $23,043
- --------------------- ----------------------------------------------------------

     (b) Fees Paid by Borrowers on Mortgage Investments to Affiliates of the
                                General Partners.

- --------------------- --------------------------------------------- ------------
Entity Receiving       Description of Compensation                    Amount
Compensation
- --------------------- --------------------------------------------- ------------

Redwood Mortgage     Loan Brokerage Commission for services in
                    connection with review, selection, evaluation.   $1,045,930
- --------------------- --------------------------------------------- ------------

Redwood Mortgage    Processing and Escrow Fees for services in
                    connection with notary, document preparation, 
                     credit investigation and escrow fees.              $28,004
- --------------------- --------------------------------------------- ------------

     6.  Description  of Open Mortgage  Investments  For The  Partnership  As Of
December 31, 1996.  As of December 31, 1996,  the  Partnership  had  outstanding
fifty (50) Mortgage  Investments with a principal  outstanding balance totalling
$15,642,990.  The original amount of the outstanding  Mortgage  Investments were
$17,113,798.  The following chart summarizes the original  principal amounts and
characteristics  of  Mortgage  Investments  made by the  Partnership  up through
December 31, 1996.

                                                          Amount of
                                                           Mortgage
                     1st Mort. at      2nd Mort. At     Investment at    Appraised Value    Loan to Value
County                 Funding           Funding           Funding          at Funding     Ratio at Funding
- ------------------ ----------------- ----------------- ----------------- ----------------- -----------------


Single Family Residences (county)
- ------------------------------------ -------- -------- ----------------- ----------------- -----------------
                                                                                         
San Francisco 2       $     266,462                 0                 $       $   411,000            74.32%
                                                              39,000.00
Contra Costa 2              255,604                 0         62,500.00           452,500            70.30%
Santa Clara 2               574,306                 0         98,969.76           968,400            69.52%
Contra Costa 1                    0                 0         50,000.00            75,158            66.53%
San Mateo 3                 111,952            16,000         46,400.00           238,000            73.26%
Sonoma 2                     87,236                 0         65,000.00           250,611            60.75%
Santa Clara 2               351,366                 0        100,000.00           663,333            68.05%
El Dorado 2                  37,236                 0        130,000.00           244,361            68.44%
San Mateo 1                       0                 0        130,000.00           175,484            74.08%
San Francisco 1                   0                 0         65,000.00           195,000            33.33%
San Mateo 1                       0                 0        196,800.00           319,000            61.69%
San Francisco 1                   0                 0         70,125.00           100,179            70.00%
Alameda 1                         0                 0        300,000.00           477,499            62.83%
Sonoma 2                     63,244                 0         93,400.00           210,000            74.59%
San Mateo 2                 166,610                 0        100,000.00           470,000            56.73%
Alameda 2                   163,709                 0         50,000.00           340,000            62.86%
Alameda 1                         0                 0         60,000.00           136,000            44.12%
Santa Clara 2               578,690                 0        250,000.00         1,160,000            71.44%
San Mateo 2                 220,349                 0         40,000.00           325,000            80.11%
San Mateo 2                 346,881                 0        215,000.00           700,000            80.27%
San Mateo 1                       0                 0        132,000.00           165,000            80.00%
San Mateo 2                 132,000                 0         50,000.00           320,000            56.88%
San Mateo 2                 139,663                 0         65,000.00           290,000            70.57%
San Mateo 2                  44,605                 0         40,000.00           455,000            18.59%
San Francisco 2             820,713                 0        175,000.00         1,422,000            70.02%
San Francisco 1                   0                 0        171,974.48           395,000            43.54%
San Francisco 2           1,060,486                 0        325,000.00         2,000,000            69.27%
Sonoma 1                          0                 0        151,875.00           202,500            75.00%
Monterey 1                        0                 0        245,000.00           350,000            70.00%
San Mateo 2                 259,886                 0         80,000.00           430,000            79.04%
Marin 2                     195,062                 0         50,000.00           455,000            53.86%
Alameda 2                    74,551                 0         66,000.00           265,000            53.04%
Santa Clara 2               201,638                 0        293,000.00           715,000            69.18%
Stanislaus 1                      0                 0         50,000.00           130,000            38.46%
San Francisco 2             395,597                 0        250,000.00         1,075,000            60.06%
Marin 1                           0                 0        770,000.00         1,650,000            46.67%
San Mateo 1                       0                 0        225,000.00           370,000            60.81%
Alameda 1                         0                 0         59,000.00           112,500            52.44%
San Mateo 1                       0                 0        300,000.00           400,000            75.00%
San Mateo 3                 346,092           215,000         58,500.00           837,500            73.98%
San Francisco 1                   0                 0        105,000.00           140,000            75.00%
San Francisco 2             150,301                 0        125,000.00           455,000            60.51%
San Mateo 1                       0                 0        530,000.00           730,000            72.60%
San Mateo 1                       0                 0        325,000.00           460,000            70.65%
Marin 1                           0                 0        910,000.00           186,000            48.92%
Mendocino 1                       0                 0        125,000.00           660,000            18.94%
San Mateo 1                       0                 0         65,000.00           165,000            39.39%
San Mateo 2                 372,417                 0        445,000.00         1,095,000            74.65%
- ------------------ ----------------- ----------------- ----------------- ----------------- -----------------

Multiple Units (County
- ------------------ ----------------- ----------------- ----------------- ----------------- -----------------
Contra Costa 2        $   2,638,835                 0        662,000.00         4,829,023            68.35%
San Joaquin 2               713,917                 0        200,000.00         1,270,000            71.96%
Contra Costa 2              775,649                 0        350,000.00         2,030,000            55.45%
San Francisco 1                   0                 0        400,000.00           583,333            68.57%
Alameda 2                   308,000                 0         13,000.00           510,000            62.94%
San Francisco 1                   0                 0        200,000.00           450,000            44.44%
San Joaquin 2             1,773,424                 0        385,000.00         3,132,500            68.90%
San Mateo 1                       0                 0        425,000.00           900,000            47.22%
San Francisco 1                   0                 0        883,750.00         1,932,500            45.73%
San Francisco 2             883,750                 0      1,427,500.00         3,225,000            71.67%

- ------------------ ----------------- ----------------- ----------------- ----------------- -----------------


Commercial Properties (County
- -------------------- --------------- ----------------- ----------------- ----------------- -----------------
Alameda 2             $     343,536                 0        114,000.00           640,000            71.49%
San Francisco 2             295,872                 0         99,000.00           607,895            64.96%
Merced 1                          0                 0         45,000.00           175,000            25.71%
Alameda 1                         0                 0         82,500.00           130,000            63.46%
Sacramento 2                846,019                 0         67,500.00         1,343,500            68.00%
San Francisco 2              11,864                 0        200,000.00           428,333            49.62%
Alameda 1                         0                 0        192,500.00           256,667            75.00%
Santa Clara 1                     0                 0        390,000.00           585,000            66.67%
Tuolumne 1                        0                 0         99,723.79           285,714            34.90%
San Mateo 1                       0                 0        280,000.00           480,000            58.33%
San Mateo 2               4,128,000                 0        600,000.00         6,960,000            67.93%
Alameda 1                         0                 0        310,000.00           730,000            42.47%
Santa Clara 2               112,643                          500,000.00           980,000            62.51%
Santa Clara 1                     0                 0         50,000.00           191,111            26.16%
Santa Barbara 1                   0                 0        425,000.00           850,000            50.00%
San Mateo 2               1,450,000                 0        250,000.00         3,179,000            53.48%
Nevada 1                          0                 0         59,500.00            85,000            70.00%
San Mateo 1                       0                 0        225,000.00           399,706            56.29%
Alameda 1                         0                 0        410,000.00           700,000            58.57%
Santa Clara 1                     0                 0         50,000.00           191,111            26.16%
Fresno 1                          0                 0        130,000.00           225,000            57.78%
San Mateo 2               1,500,000                 0        375,000.00         2,725,000            68.81%
Alameda 2                   290,711                 0         60,000.00           610,000            57.49%
Santa Clara 3             5,149,106            70,458        950,000.00         8,130,417            75.88%
San Joaquin 1                     0                 0        320,000.00           570,000            56.14%
Contra Costa 1                    0                 0        104,000.00           190,000            54.74%
San Mateo 1                       0                 0        700,000.00         2,550,000            27.45%
Santa Clara 2             5,492,736                 0      2,206,777.00         8,665,033            88.86%
San Mateo 1                       0                 0         75,000.00           265,000            28.30%
Santa Clara 2             5,492,788                 0        955,000.00         9,665,032            74.41%
San Luis Obispo 3           214,088           360,000        300,000.00         1,968,000            44.42%
Santa Clara 2               300,000                 0        400,000.00         4,325,000            78.61%
San Mateo 2                  74,754                 0         65,000.00           265,000            52.74%
San Francisco 1                   0                 0        975,000.00         1,950,000            50.00%
Santa Clara 2               468,000                 0         18,000.00           585,000            83.08%
Stanislaus 2                273,795                 0      1,450,000.00         4,829,613            35.69%

- -------------------- --------------- ----------------- ----------------- ----------------- -----------------

<FN>
1        Indicates a First Deed of Trust on the property.
2        Indicates a Second Deed of Trust on the property.
3        Indicates a Third Deed of Trust on the property.
</FN>



     7. Management's  Discussion And Analysis Of Financial Condition And Results
of Operation.  The  Partnership is currently in the process of carrying out this
offering and making Mortgage  Investments with the net proceeds.  As of December
31, 1996, the Partnership received contributed capital from the initial offering
and this expanded  offering of $15,242,954 in Limited Partner  contributions  in
Units of $100 each.  Of this amount,  $310,937  remained in applicant  status at
December 31, 1996.

     Selling  costs and expenses are in accordance  with the  estimated  initial
budget.  Since  commencement  of  the  offering  up to  December  31,  1996  the
Partnership had achieved an average annualized yield of 8.36%.

     At December  31, 1996,  Mortgage  Investments  had been made with  interest
rates  ranging  from  10.00%  to 14.50%  and such  Mortgage  Investments  had an
outstanding  principal  balance  of  $15,642,990.  Since the  offering  started,
mortgage  interest  rates have  decreased  slightly from those  prevalent at the
inception of the  Partnership.  Normally,  a reduction  in interest  rates would
reduce rates, but portfolio yield has increased  slightly these last 2 years. In
the future,  interest  rates likely will change from their current  levels.  The
General  Partners cannot at this time predict at what levels interest rates will
be in the future.  The rates charged by the  Partnership  are  influenced by the
level  of  interest  rates  in the  market.  Based  upon the  rates  payable  in
connection with the existing Mortgage  Investments,  the current and anticipated
interest  rates  to  be  charged  by  the  Partnership  and  General   Partners'
experience,  the  General  Partners  anticipate  over  the  near  term  that the
annualized yield will range between eight and nine percent (8-9%).

     8. Experts.  The financial Statements of the Partnership as of December 31,
1996, and of the Corporate General Partner,  Gymno  Corporation,  as of December
31, 1996, included herein,  have been examined by Parodi & Cropper,  independent
certified  public  accountants  as set forth in their report  thereon  appearing
elsewhere  herein and have been included  herein in reliance on such reports and
authority  of  such  firm as  experts  in  accounting  and  auditing.  Financial
Statements  of the  Partnership  as of December  31, 1996,  are  audited.  (see
section of the  Prospectus  entitled  Managements  Discussion  and Analysis of
Financial Condition and Results of Operation).

     9.  Prior  Program   Mortgage   Investments  and  Prior  Program   Mortgage
Investments Summaries. Tables I and II of the Prior Performance Tables set forth
in Appendix I of the Prospectus  have been updated to provide  information as of
December 31, 1996 and are included on the following  pages of this Supplement as
Attachment  I. The Prior  Program  Mortgage  Investments  Summaries set forth on
pages 42 and 43 have been  updated to provide  information  as of  December  31,
1996, and are attached to this Supplement No. 6 as Attachment II.

     10.  Geographic Area of Lending  Activity.  The Partnership  will generally
limit lending to Deeds of Trust on properties located in California. The General
Partners  anticipate  that  approximately  75%  of  the  Partnership's  Mortgage
Investments will be secured by Deeds of Trust on properties in six San Francisco
Bay Area counties.  These counties,  which have an aggregate  population of over
3.5 million,  are San  Francisco,  San Mateo,  Santa Clara,  Marin,  Alameda and
Contra Costa.  Currently,  72.00% of the Partnership's  Mortgage Investments are
secured by Deeds of Trust on properties  in these six  counties.  The economy of
the area where the security is located is important in protecting market values.
Therefore,  the  General  Partners  will  limit the  geographic  area of lending
principally to the San Francisco Bay Area and surrounding Counties,  which has a
broad diversified  economic base, an expanding working  population and a minimum
of buildable sites.  The General Partners believe these factors  contribute to a
more  stable  market  for real  estate.  Although,  the real  estate  market  in
California,  like most of the country,  has  decreased in value during the early
1990s,  it has  improved  somewhat in the last 3 years.  The  General  Partners
believe the strength of the economy of  California,  especially in the Bay Area,
will continue to protect market values over the longer term.

     Over the last 30 months the number of seriously delinquent mortgages,  that
is,  mortgages  more  than 90 days  past due,  reported  by many of the  largest
California lenders has decreased.  This decrease indicates,  as predicted by the
General Partners,  that the California economy,  especially Northern California,
is beginning to improve.

     The  Federal  Reserve  Bank  of San  Francisco  has  recently  reported  an
increased demand for business credit. Over the last thirty months large banks in
California  have  reported an increase in demand for business  loans from middle
market borrowers for inventory financing and investment purposes.  Smaller banks
are also  reporting an increase in demand for  business  loans.  Commercial  and
consumer loan growth rates in California  exceeded last years.  This increase in
consumer and business loans reflect's increased business activity,  an improving
economy and increased confidence among employers.

     This increase  confidence and business  activity has also been reflected in
the  real  estate  market.   Real  estate  loans   outstanding   exceeded  their
year-earlier levels, marking this the third positive year-over-year increase.


                                  ATTACHMENT I
                                       to
                      SUPPLEMENT NO. 1 DATED APRIL 15, 1997

                        UPDATED PRIOR PERFORMANCE TABLES


     The prior performance tables as referenced in the Prior Performance Summary
of the Prospectus present  information on programs  previously  sponsored by the
General Partners.

     The purpose of the tables is to provide  information on the  performance of
these partnerships to assist prospective  investors in evaluating the experience
of the General  Partners as  sponsors  of such  partnerships.  While none of the
information  represents  activities of an entity whose investment objectives and
criteria  are  identical  to the  Partnership,  in the  opinion  of the  General
Partners  all  of  the  partnerships  included  in  the  tables  had  investment
objectives which were similar to those of the Partnership. Factors considered in
making such  determination  included the type of investments,  expected benefits
from  investment and structure of the programs.  Each of such prior programs had
the  following  objectives:  (i)  annual  distributions  of cash or credits to a
Partner's  capital  account  for  additional  Mortgage  Investments;   and  (ii)
preservation  of the  Partnership's  capital.  Redwood  Mortgage  Investors  VI,
Redwood  Mortgage  Investors  VII,  and the  Partnership  differ  from the prior
programs in that they will  amortize  organizational  costs over a five (5) year
period instead of a ten (10) year period and will invest in a greater percentage
of first deeds of trust. In additions, the Partnership's Loan Servicing Fees may
be slightly higher and interest earned on the Mortgage  Investments  made by the
partnership will differ due to economic  considerations and other factors at the
present time. Accordingly, such prior programs differed in certain respects from
the Partnership,  and inclusion of these tables does not imply that investors of
the Partnership will experience  results  comparable to those experienced in the
partnerships referred to in the tables.


         The updated tables consist of:

         Table I           Experience in Raising and Investing Funds.

         Table II          Compensation to General Partners and Affiliates.

         TableIII          Operating Results of Prior Limited Partnerships.

         Table V           Payment of Mortgage Mortgage Investments.

     Persons who purchase  Interests in the Partnership will not thereby acquire
any ownership  interest in any of the partnerships to which these tables relate.
The inclusion of the following  tables in the Prospectus does not imply that the
Partnership  will make  investments  comparable to those reflected in the tables
with respect to cash flow,  income tax consequences  available to investors,  or
other  factors,  nor does it imply that they will  experience  returns,  if any,
comparable to those  experienced  by investors in the  partnerships  referred to
below.

     The  General   Partners  have  sponsored  two  (2)  other  public  programs
registered with the Securities and Exchange Commission. Therefore, the following
tables also include information about prior non-public programs whose investment
objectives  are similar to those of the  Partnership.  These  partnerships  were
offered without  registration  under the Securities Act of 1933 in reliance upon
the intrastate offering exemption from the registration  requirements thereunder
and/or the exemption for transactions not involving a public offering.

     Additional  information  regarding the  Description  of Open Loans of Prior
Limited  Partnerships  is provided  in Table VI in Part II of this  Registration
Statement.  The  Partnership  will furnish without charge to each person to whom
this Prospectus is delivered, upon request, a copy of Table VI.



                        Definitions and Glossary of Terms

The following terms used in the Tables have the following meanings:

"Cash Generated From Operations" shall mean excess or deficiency of operating 
cash receipts over operating cash expendtures.

"GAAP" shall mean generally accepted accounting principles.

"Months to Invest 90% of Amount  Available For  Investment" shall mean the time
 period from commencement of the offering to date of close of escrow of initial 
Partnership Loans.

               The following is a brief description of the Tables:

TABLE I - EXPERIENCE IN RAISING AND INVESTING FUNDS

Table I summarizes, as a percentage  basis, all funds through December 31, 1996 
for  partnerships which completed funding during the three (3) years ending on
such date.

TABLE II - COMPENSATION TO GENERAL PARTNERS AND AFFILIATES

Table II summarizes the compensation paid the General Partners and Affiliates by
those  partnership  which completed funding during the three (3) years ended
December 31, 1996.

TABLE III - OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS

Table III summarizes the annual operating results through December 31, 1996 for
partnerships  which closed their offering during the ten (10) years ending 
December 31, 1996.

TABLE V - PAYMENT OF MORTGAGE INVESTMENTS

Table V presents information on the payment of the partnership Mortgage
Investments  within the three (3) years ending December 31, 1996.

     Some of the Mortgage  Investments are  fractionalized and held as undivided
interests with other partnerships and third parties.  The information  presented
in  Table  V as to  fractionalized  loans  represents  only  that  partnership's
interest in a certain loan.




                                     TABLE I
                    EXPERIENCE IN RAISING AND INVESTING FUNDS
                            (AS OF DECEMBER 31, 1996)
            (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT)

                                                               RMI VII
                                                        ---------------
                                                                
Dollar Amount Offered                                      $12,000,000
Dollar Amount Raised                                       $11,998,359
Percentage of Amount Raised                                    100.00%
Less Offering Expenses:
     Organization Expense                                        3.55%
Percentage Available for Investment
       Net of Offering Expenses                                 96.45%
     Mortgage   Investments   Funded   from   Offering
Proceeds
       Secured by Deeds of Trust                                86.85%
     Formation Loan (1):                                         7.62%
     Selling Commissions Paid to Non-Affiliates                  1.00%
     Selling Commissions Paid to Affiliates                          0
     Mortgage Investments Commitments (2):                           0
     Mortgage Investment Application or Mortgage
         Investment Processing Fees                                  0
     Funds Available for Future Commitments                          0
     Reserve                                                     0.98%
                                                        ===============
Total                                                           96.45%
                                                        ===============




Date Offering Commenced                                       10/20/89
Length of Offering                                           36 months
     Months to Commit 90% of Amount
     Available for Investment
     (Measured from Beginning of.
     Offering)                                               38 months




                                     TABLE I
                    EXPERIENCE IN RAISING AND INVESTING FUNDS
                            (AS OF DECEMBER 31, 1996)
            (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT)~


                                                                    RMI VI
                                                             --------------
                                                                    
Dollar Amount Offered                                          $12,000,000
Dollar Amount Raised                                           $ 9,772,594
Percentage of Amount Raised                                        100.00%
Less Offering Expenses:
     Organization Expense                                            2.63%
     Selling Commissions Paid to Non-Affiliates                      1.00%
     Selling Commissions Paid to Affiliates                              0
Percentage Available for Investment,
       Net of Offering Expenses                                     96.37%
     Mortgage Investments Funded from Offering
       Proceeds Secured by Deeds of Trust                           86.04%
     Formation Loan (1):                                             6.27%
     Mortgage Investment Commitments                                     0
     Mortgage Investment Application or Mortgage Investment
       Processing Fees                                                   0
     Funds Available for Future
       Commitments                                                   1.06%
     Reserve                                                         3.00%
                                                             ==============
Total                                                               96.37%
                                                             ==============





Date Offering Commenced                                           09/03/87
Length of Offering                                               24 months
Months to Commit 90% of Amount Available for
     Investment(Measured from Beginning of Offering)             25 months





                                    TABLE II
                 COMPENSATION TO GENERAL PARTNERS AND AFFILIATES
                            (AS OF DECEMBER 31, 1996)
            (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS)



                                                                                   RMI VII
                                                                             --------------
                                                                                  
Date Offering Commenced                                                           10/20/89
Dollar Amount Raised                                                           $11,998,359
Amount Paid to General Partners and Affiliates from:
       Offering Proceeds                                                                 0
       Selling Commissions                                                               0
       Loan Application or Loan
         Processing Fees                                                                 0
       Reimbursement of Expenses, at Cost                                           86,082
       Acquisition Fees                                                                  0
       Advisory Fees                                                                     0
       Other                                                                             0
Loan Points, Processing and Other Fees Paid by the Borrowers to Affiliates:
          Points (1)                                                            $1,293,179
          Processing Fees (1)                                                       43,259
          Other (1)                                                                  6,726
Dollar Amount of Cash Generated Operations Before Deducting from
       Payments to General Partners and Affiliates:                             $8,734,408
Amount Paid to General Partners and Affiliates from Operations:
       Partnership Management Fees                                                 $53,246
       Earnings Distribution                                                        53,560
       Mortgage Servicing Fee                                                      299,441
     Late Charges                                                                        0
       Reimbursement of Expenses, at Cost                                          147,670
     Prepayment Fee                                                                      0


<FN>
 (1)  These sums were paid by borrowers of partnership funds, and were  not
 expenses of the partnership.
</FN>




                                    TABLE II
                 COMPENSATION TO GENERAL PARTNERS AND AFFILIATES
                            (AS OF DECEMBER 31, 1996)
            (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT)


                                                                                    RMI VI
                                                                             --------------
                                                                                  
Date Offering Commenced                                                            9/03/87
Dollar Amount Raised                                                           $ 9,772,594
Amount Paid to General Partners and Affiliates from:
       Offering Proceeds                                                                 0
       Selling Commissions                                                               0
       Loan Application or Loan Processing Fees                                          0
       Reimbursement of Expenses, at Cost                                          103,708
       Acquisition Fees                                                                  0
       Advisory Fees                                                                     0
       Other                                                                             0
Loan Points, Processing and Other Fees Paid by the Borrowers to Affiliates:
     Points (1)                                                                 $1,460,079
     Processing Fees (1)                                                            59,702
     Other (1)                                                                       8,154
Dollar Amount of Cash Generated from Operations Before Deducting
  Payments to General Partners and Affiliates:                                 $12,246,796
Amount Paid to General Partners and Affiliates from Operations:
       Partnership Management Fees                                                 $74,296
     Earnings Fee                                                                   72,957
     Mortgage Servicing Fee                                                        559,534
     Reimbursement of Expenses, at Cost                                            217,780


<FN>
(1)  These sums were paid by borrowers of partnership funds, and were not
 expenses of the partnerships.
</FN>





                                    TABLE III
                 OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS
                                     RMI VII
                            (AS OF DECEMBER 31, 1996)
            (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT)



                                                                        1989            1990            1991
                                                                 ------------    ------------    ------------
                                                      5 days in December 1989
                                                                                                
Gross Revenues                                                        $1,682        $238,949        $759,828
Less: General Partners' Mgmt Fee                                           0           4,795           7,506
  Mortgage Servicing Fee                                                   0          14,172          42,177
  Administrative Expenses                                                191           5,304          36,595
  Provision for Uncollected Accts                                          0           3,000          19,398
  Amortization of Organization and Syndication Costs                       3             773             894
  Offering Period Interest Expense to Limited Partners                 1,241          14,616          23,114
  Interest Expense                                                         0               0               0
                                                                 ------------    ------------    ------------
Net Income (GAAP Basis) dist. to Limited Partners                       $247        $196,289        $630,144
                                                                 ------------    ------------    ------------
Sources of Funds - Net Income                                           $247        $196,289        $630,144
Reduction in Assets                                                        0               0               0
Increase in Liabilities                                               28,696               0          13,531
Early Withdrawal Penalties Applied to Synd. Costs                          0               0             370
Increase in Applicant's Deposit                                      163,632          27,290         134,278
Increase in Partners' Capital                                        135,743       2,866,189       4,957,724
                                                                 ------------    ------------    ------------
Cash generated from Operations                                      $328,318      $3,089,768      $5,736,047
Use of Funds-Increase in Assets                                     $287,117      $2,720,557      $5,549,077
Reduction in Liabilities                                                   0          27,876               0
Decrease in Applicant's Deposit                                            0               0               0
Offering Period Interest Expense to Limited Partners                     188           5,094           9,379
  Investment Income Pd to LP's                                            52          58,001         228,039
  Return of Capital to LP's                                                0               0          10,893
                                                                 ------------    ------------    ------------
Net Increase (Decrease) in Cash                                      $40,961        $278,240       $(61,341)
Cash at the beginning of the year                                          0         $40,961        $319,201
Cash at the end of the year                                          $40,961        $319,201        $257,860
Income & Distribution Data for $1,000 Invested for
  a Compounding Limited Partner  (GAAP Basis)                          $1.46         $108.02         $102.02
Income & Distribution Data for
  $1,000 Invested for a Limited Partner Receiving
  Monthly Earning Disrtibution (GAAP Basis)                            $1.46         $102.99          $97.51
Cash Distribution to Investors for $1,000 Invested
  Income (1)                                                           $0.38       $35.41(1)       $39.22(1)
  Capital (1)                                                              0               0           $1.87
Federal Income Tax Results for $1,000 Invested Capital
  for a Compounding Ltd. Partner                                       $9.10         $119.03         $109.67
Federal Income Tax Results for $1,000 Invested for a Limited
  Partner Receiving Monthly Earnings Distributions                     $8.33         $113.40         $104.83


<FN>
NOTES:
(1)  Based upon year's average capital balances.
</FN>





                                    TABLE III
                 OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS
                                     RMI VII
                            (AS OF DECEMBER 31, 1996)
            (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT)


                                                                        1992            1993            1994
                                                                 ------------    ------------    ------------

                                                                                                
Gross Revenues                                                    $1,468,593      $1,711,092      $1,489,882
Less: General Partners' Mgmt Fee                                      14,202          16,735          10,008
  Mortgage Servicing Fee                                              53,628          58,802               0
  Administrative Expenses                                             95,526         152,782          78,822
  Provision for Uncollected Accts                                    125,618         235,423         335,955
  Amortization of Organization and Syndication Costs                   2,016           2,016           2,016
  Offering Period Interest Expense to Limited Partners                13,361               0               0
  Interest Expense                                                    68,226         119,351         135,790
                                                                 ------------    ------------    ------------
Net Income (GAAP Basis) dist. to Limited Partners                 $1,096,016      $1,125,983         927,291
                                                                 ------------    ------------    ------------
Sources of Funds - Net Income                                     $1,096,016      $1,125,983        $927,291
Reduction in Assets                                                        0         883,182               0
Increase in Liabilities                                            1,999,649               0         956,846
Early Withdrawal Penalties Applied to Synd. Costs                      1,173           7,195          10,635
Increase in Applicant's Deposit                                            0               0               0
Increase in Partners' Capital                                      4,091,481               0               0
                                                                 ------------    ------------    ------------
Cash generated from Operations                                    $7,188,319      $2,016,360      $1,894,772
Use of Funds-Increase in Assets                                   $6,239,730             -0-      $1,316,184
Reduction in Liabilities                                                   0       1,032,580               0
Decrease in Applicant's Deposit                                      310,539               0               0
Offering Period Interest Expense to Limited Partners                   5,202               0               0
  Investment Income Pd to LP's                                       360,641         339,746         263,206
  Return of Capital to LP's                                          456,787         230,004         340,011
                                                                 ------------    ------------    ------------
Net Increase (Decrease) in Cash                                  $ (184,580)     $   414,030       $(24,629)
Cash at the beginning of the year                                $   257,860     $    73,280        $487,310
Cash at the end of the year                                                $     $   487,310        $462,681
                                                                      73,280
Income & Distribution Data for $1,000 Invested for
  a Compounding Limited Partner  (GAAP Basis)                         $93.03          $80.06          $62.85
Income & Distribution Data for
  $1,000 Invested for a Limited Partner Receiving
  Monthly Earning Disrtibution (GAAP Basis)                           $89.27          $77.76          $61.09
Cash Distribution to Investors for $1,000 Invested
  Income (1)                                                          $42.48          $26.43          $19.61
  Capital (1)                                                         $53.80          $17.89          $25.34
Federal Income Tax Results for $1,000 Invested Capital
  for a Compounding Ltd. Partner                                     $100.70          $92.76          $76.88
Federal Income Tax Results for $1,000 Invested for a Limited
  Partner Receiving Monthly Earnings Distributions                    $96.64          $89.52          $74.67


<FN>
NOTES:
(1)  Based upon year's average capital balances.
</FN>




                                    TABLE III
                 OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS
                                     RMI VII
                            (AS OF DECEMBER 31, 1996)
            (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT)


                                                                        1995            1996
                                                                 ------------    ------------

                                                                                   
Gross Revenues                                                    $1,483,881      $1,580,501
Less: General Partners' Mgmt Fee                                           0               0
  Mortgage Servicing Fee                                              33,394          97,268
  Administrative Expenses                                             66,371          76,875
  Provision for Uncollected Accts                                    306,779         419,437
  Amortization of Organization and Syndication Costs                   2,016             368
  Offering Period Interest Expense to Limited Partners                     0               0
  Interest Expense                                                   163,361         127,454
                                                                 ------------    ------------
Net Income (GAAP Basis) dist. to Limited Partners                    911,960         859,099
                                                                                 ------------
                                                                 ------------
Sources of Funds - Net Income                                       $911,960        $859,099
Reduction in Assets                                                        0       1,110,429
Increase in Liabilities                                               63,206               0
Early Withdrawal Penalties Applied to Synd. Costs                      3,344               0
Increase in Applicant's Deposit                                            0               0
Increase in Partners' Capital                                              0               0
                                                                                 ------------
                                                                 ------------
Cash generated from Operations                                      $978,510      $1,969,528
Use of Funds-Increase in Assets                                     $471,434               0
Reduction in Liabilities                                                   0         670,402
Decrease in Applicant's Deposit                                            0               0
Offering Period Interest Expense to Limited Partners                       0               0
  Investment Income Pd to LP's                                       270,760         336,341
  Return of Capital to LP's                                          184,157         722,536
                                                                 ------------    ------------
Net Increase (Decrease) in Cash                                      $52,159        $240,249
Cash at the beginning of the year                                   $462,681        $514,840
Cash at the end of the year                                         $514,840        $755,089
Income & Distribution Data for $1,000 Invested for
  a Compounding Limited Partner  (GAAP Basis)                         $60.01          $60.22
Income & Distribution Data for
  $1,000 Invested for a Limited Partner Receiving
  Monthly Earning Disrtibution (GAAP Basis)                           $58.43          $58.62
Cash Distribution to Investors for $1,000 Invested
  Income (1)                                                          $19.69          $23.66
  Capital (1)                                                         $13.39          $50.83
Federal Income Tax Results for $1,000 Invested Capital
  for a Compounding Ltd. Partner                                      $65.75          $63.24
Federal Income Tax Results for $1,000 Invested for a Limited
  Partner Receiving Monthly Earnings Distributions                    $64.01          $61.86


<FN>
NOTES:
(1)  Based upon years average capital balances
</FN>




                                    TABLE III
                 OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS
                                     RMI VI
                            (AS OF DECEMBER 31, 1996)
            (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT)



                                                                        1987         1988(2)            1989
                                                                 ------------    ------------    ------------

                                                                                                
Gross Revenues                                                       $35,485        $600,194      $1,284,180
Less: General Partners' Mgmt Fee                                         833          15,726               0
  Mortgage Servicing Fee                                               2,659          46,393          90,434
  Administrative Expenses                                                494          19,837          53,083
  Provision for Uncollected Accts                                          0               0          50,631
  Amortization of Organization and Syndication Costs                     102           2,196           2,952
  Offering Period Interest Expense to Limited Partners                 8,072          44,871          18,976
  Interest Expense                                                         0               0         108,883
                                                                 ------------    ------------    ------------
Net Income (GAAP Basis) dist. to Limited Partners                 $   23,325      $  471,171      $  959,221
                                                                                 ------------    ------------
                                                                 ------------
Sources of Funds - Net Income                                     $   23,325      $  471,171      $  959,221
Reduction in Assets                                                        0               0               0
Increase in Liabilities                                               44,060               0       1,580,600
Early Withdrawal Penalties Applied to Synd. Costs                          0               0               0
Increase in Applicant's Deposit                                    1,114,238               0               0
Increase in Partners' Capital                                      1,158,336       5,811,540       2,537,274
                                                                                 ------------    ------------
                                                                 ------------
Cash generated from Operations                                    $2,339,959      $6,282,711      $5,077,095
Use of Funds-Increase in Assets                                   $1,342,112      $5,836,269      $4,438,494
Reduction in Liabilities                                                   0          37,472               0
Decrease in Applicant's Deposit                                            0         567,520         546,718
Offering Period Interest Expense to Limited Partners                   1,585          16,691           9,802
  Investment Income Pd to LP's                                         7,864         144,038         326,195
  Return of Capital to LP's                                                0               0           8,369
                                                                 ------------    ------------    ------------
Net Increase (Decrease) in Cash                                     $988,398      $(319,279)      $(252,483)
Cash at the beginning of the year                                          0        $988,398        $669,119
Cash at the end of the year                                         $988,398        $669,119        $416,636
Income & Distribution Data for $1,000 Invested for
  a Compounding Limited Partner  (GAAP Basis)                         $24.33         $101.64         $100.56
Income & Distribution Data for
  $1,000 Invested for a Limited Partner Receiving
  Monthly Earning Disrtibution (GAAP Basis)                           $20.78          $97.18          $96.18
Cash Distribution to Investors for $1,000 Invested
  Income (1)                                                       $18.41(1)       $29.19(1)       $44.76(1)
  Capital (1)                                                              0               0           $1.15
Federal Income Tax Results for $1,000 Invested Capital
  for a Compounding Ltd. Partner                                      $26.07         $109.34         $107.58
Federal Income Tax Results for $1,000 Invested for a Limited
  Partner Receiving Monthly Earnings Distributions                    $22.50         $104.50         $102.92


<FN>
NOTES:
(1)  Based upon years average capital balances
(2)  The offering terminated in September, 1989.
</FN>




                                    TABLE III
                 OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS
                                     RMI VI
                            (AS OF DECEMBER 31, 1996)
            (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT)


                                                                        1990            1991            1992
                                                                 ------------    ------------    ------------

                                                                                                
Gross Revenues                                                    $1,527,697      $1,587,354      $1,661,779
Less: General Partners' Mgmt Fee                                       3,496          14,489          15,287
  Mortgage Servicing Fee                                             105,405          54,390          79,326
  Administrative Expenses                                            113,610          76,692          93,282
  Provision for Uncollected Accts                                     13,687         174,290         266,786
  Amortization of Organization and Syndication Costs                   3,167           3,167           3,166
  Offering Period Interest Expense to Limited Partners                     0               0               0
  Interest Expense                                                   154,187         142,442         145,395
                                                                 ------------    ------------    ------------
Net Income (GAAP Basis) dist. to Limited Partners                 $1,134,145      $1,121,884      $1,058,537
                                                                                 ------------    ------------
                                                                 ------------
Sources of Funds - Net Income                                     $1,134,145      $1,121,884      $1,058,537
Reduction in Assets                                                        0               0               0
Increase in Liabilities                                                    0               0       1,401,613
Early Withdrawal Penalties Applied to Synd. Costs                      3,813           1,345           5,518
Increase in Applicant's Deposit                                            0               0               0
Increase in Partners' Capital                                              0               0               0
                                                                                 ------------    ------------
                                                                 ------------
Cash generated from Operations                                    $1,137,958      $1,123,229      $2,465,668
Use of Funds-Increase in Assets                                     $500,209        $380,888      $2,073,362
Reduction in Liabilities                                             232,193         293,099               0
Decrease in Applicant's Deposit                                            0               0               0
Offering Period Interest Expense to Limited Partners                       0               0               0
  Investment Income Pd to LP's                                       375,864         341,505         323,037
  Return of Capital to LP's                                          100,628          41,254         232,370
                                                                 ------------    ------------    ------------
Net Increase (Decrease) in Cash                                    $(70,936)         $66,483      $(163,101)
Cash at the beginning of the year                                   $416,636        $345,700        $412,183
Cash at the end of the year                                         $345,700        $412,183        $249,082
Income & Distribution Data for $1,000 Invested for
  a Compounding Limited Partner  (GAAP Basis)                        $100.09          $93.40          $82.87
Income & Distribution Data for
  $1,000 Invested for a Limited Partner Receiving
  Monthly Earning Disrtibution (GAAP Basis)                           $95.75          $89.62          $79.88
Cash Distribution to Investors for $1,000 Invested
  Income (1)                                                          $36.01          $30.74          $27.26
  Capital (1)                                                          $9.64           $3.71          $19.61
Federal Income Tax Results for $1,000 Invested Capital
  for a Compounding Ltd. Partner                                     $108.29          $99.00          $91.00
Federal Income Tax Results for $1,000 Invested for a Limited
  Partner Receiving Monthly Earnings Distributions                   $103.60          $95.00          $87.71


<FN>
NOTES:
(1)  Based upon years average capital balances
(2)  The offering terminated in September, 1989.
</FN>



                                    TABLE III
                 OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS
                                     RMI VI
                            (AS OF DECEMBER 31, 1996)
            (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT)



                                                                        1993            1994            1995
                                                                 ------------    ------------    ------------

                                                                                                
Gross Revenues                                                    $1,713,378      $1,391,088      $1,277,782
Less: General Partners' Mgmt Fee                                      15,523           8,942               0
  Mortgage Servicing Fee                                              94,306               0          42,056
  Administrative Expenses                                            123,473          59,346          59,656
  Provision for Uncollected Accts                                    420,583         472,967         344,807
  Amortization of Organization and Syndication Costs                       0               0               0
  Offering Period Interest Expense to Limited Partners                     0               0               0
  Interest Expense                                                   161,705         185,131         212,915
                                                                 ------------    ------------    ------------
Net Income (GAAP Basis) dist. to Limited Partners                   $897,788        $664,702        $618,348
                                                                                 ------------    ------------
                                                                 ------------
Sources of Funds - Net Income                                       $897,788        $664,702        $618,348
Reduction in Assets                                                  676,847          18,749         749,375
Increase in Liabilities                                                    0         374,511               0
Early Withdrawal Penalties Applied to Synd. Costs                      3,700               0               0
Increase in Applicant's Deposit                                            0               0               0
Increase in Partners' Capital                                              0               0               0
                                                                                 ------------    ------------
                                                                 ------------
Cash generated from Operations                                    $1,578,335      $1,057,962      $1,367,723
Use of Funds-Increase in Assets                                            0               0               0
Reduction in Liabilities                                             498,663               0         335,500
Decrease in Applicant's Deposit                                            0               0               0
Offering Period Interest Expense to Limited Partners                       0               0               0
  Investment Income Pd to LP's                                       377,712         303,014         303,098
  Return of Capital to LP's                                          528,737         729,449         892,953
                                                                 ------------    ------------    ------------
Net Increase (Decrease) in Cash                                     $173,223         $25,499      $(163,828)
Cash at the beginning of the year                                   $249,082        $422,305        $447,804
Cash at the end of the year                                         $422,305        $447,804        $283,976
Income & Distribution Data for $1,000 Invested for
  a Compounding Limited Partner  (GAAP Basis)                         $72.01          $54.95          $53.03
Income & Distribution Data for
  $1,000 Invested for a Limited Partner Receiving
  Monthly Earning Disrtibution (GAAP Basis)                           $69.74          $53.62          $51.79
Cash Distribution to Investors for $1,000 Invested
  Income (1)                                                          $30.57          $24.53          $25.29
  Capital (1)                                                         $42.79          $59.06          $74.51
Federal Income Tax Results for $1,000 Invested Capital
  for a Compounding Ltd. Partner                                      $92.72          $49.87          $59.39
Federal Income Tax Results for $1,000 Invested for a Limited
  Partner Receiving Monthly Earnings Distributions                    $89.90          $48.66          $58.00


<FN>
NOTES:
(1)  Based upon years average capital balances
(2)  The offering terminated in September, 1989.
</FN>





                                    TABLE III
                 OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS
                                     RMI VI
                            (AS OF DECEMBER 31, 1996)
            (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT)



                                                                        1996
                                                                 ------------

                                                                      
Gross Revenues                                                    $1,167,859
Less: General Partners' Mgmt Fee                                           0
  Mortgage Servicing Fee                                              44,565
  Administrative Expenses                                             64,273
  Provision for Uncollected Accts                                    312,684
  Amortization of Organization and Syndication Costs                       0
  Offering Period Interest Expense to Limited Partners                     0
  Interest Expense                                                   158,175
                                                                 ------------
Net Income (GAAP Basis) dist. to Limited Partners                   $588,162
                                                                 ------------
Sources of Funds - Net Income                                       $588,162
Reduction in Assets                                                1,278,214
Increase in Liabilities                                                    0
Early Withdrawal Penalties Applied to Synd. Costs                          0
Increase in Applicant's Deposit                                            0
Increase in Partners' Capital                                              0
                                                                 ------------
Cash generated from Operations                                    $1,866,376
Use of Funds-Increase in Assets                                            0
Reduction in Liabilities                                             491,978
Decrease in Applicant's Deposit                                            0
Offering Period Interest Expense to Limited Partners                       0
  Investment Income Pd to LP's                                       294,678
  Return of Capital to LP's                                        1,183,099
                                                                 ------------
Net Increase (Decrease) in Cash                                   $(103,379)
Cash at the beginning of the year                                   $283,976
Cash at the end of the year                                         $180,597
Income & Distribution Data for $1,000 Invested for
  a Compounding Limited Partner  (GAAP Basis)                         $53.50
Income & Distribution Data for
  $1,000 Invested for a Limited Partner Receiving
  Monthly Earning Disrtibution (GAAP Basis)                           $52.23
Cash Distribution to Investors for $1,000 Invested
  Income (1)                                                          $25.83
  Capital (1)                                                        $103.72
Federal Income Tax Results for $1,000 Invested Capital
  for a Compounding Ltd. Partner                                      $50.71
Federal Income Tax Results for $1,000 Invested for a Limited
  Partner Receiving Monthly Earnings Distributions                    $49.72


<FN>
NOTES:
(1)  Based upon years average capital balances
(2)  The offering terminated in September, 1989.
</FN>




                                    TABLE III
                 OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS
                                      RMI V
                            (AS OF DECEMBER 31, 1996)
            (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT)



                                                                        1986            1987            1988
                                                                 ------------    ------------    ------------
                                                              (1 month only)

                                                                                                
Gross Revenues                                                       $20,794        $460,522        $627,223
Less: General Partners' Mgmt Fee                                         342           7,922           5,260
  Mortgage Servicing Fee                                               1,052          40,010          50,274
  Administrative Expenses                                                753          16,702          44,802
  Provision for Uncollected Accts                                      1,740               0          22,119
  Amortization of Organization and Syndication Costs                     271             502             606
  Offering Period Interest Expense to Limited Partners                 7,114          23,135               0
  Interest Expense                                                         0               0               0
                                                                 ------------    ------------    ------------
Net Income (GAAP Basis) dist. to Limited Partners                     $9,522        $372,251        $504,162
                                                                                 ------------    ------------
                                                                 ------------
Sources of Funds - Net Income                                         $9,522        $372,251        $504,162
Reduction in Assets                                                        0               0               0
Increase in Liabilities                                                7,815               0               0
Early Withdrawal Penalties Applied to Synd. Costs                          0               0               0
Increase in Applicant's Deposit                                      515,356               0               0
Increase in Partners' Capital                                      1,369,469       3,540,065               0
                                                                                 ------------    ------------
                                                                 ------------
Cash generated from Operations                                    $1,902,162      $3,912,316        $504,162
Use of Funds-Increase in Assets                                   $1,743,843      $2,842,678        $566,387
Reduction in Liabilities                                                   0           5,169             834
Decrease in Applicant's Deposit                                            0         515,356               0
Offering Period Interest Expense to Limited Partners                   1,790           9,119               0
  Investment Income Pd to LP's                                         2,962         137,682         178,902
  Return of Capital to LP's                                                0               0               0
                                                                 ------------    ------------    ------------
Net Increase (Decrease) in Cash                                     $153,567        $402,312      $(241,961)
Cash at the beginning of the year                                          0        $153,567        $555,879
Cash at the end of the year                                         $153,567        $555,879        $313,918
Income & Distribution Data for $1,000 Invested for
  a Compounding Limited Partner  (GAAP Basis)                           $110            $101             $95
Income & Distribution Data for
  $1,000 Invested for a Limited Partner Receiving
  Monthly Earning Disrtibution (GAAP Basis)                             $106             $96             $91
Cash Distribution to Investors for $1,000 Invested
  Income (1)                                                             $26             $39             $35
  Capital (1)                                                              0               0               0
Federal Income Tax Results for $1,000 Invested Capital
  for a Compounding Ltd. Partner                                        $114            $103             $97
Federal Income Tax Results for $1,000 Invested for a Limited
  Partner Receiving Monthly Earnings Distributions                      $109             $99             $93


<FN>
NOTES:
(1)  Based upon years initial capital balances
</FN>





                                    TABLE III
                 OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS
                                      RMI V
                            (AS OF DECEMBER 31, 1996)
            (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT)



                                                                        1989            1990            1991
                                                                 ------------    ------------    ------------

                                                                                                
Gross Revenues                                                      $755,856        $775,058        $745,102
Less: General Partners' Mgmt Fee                                       9,395           7,323           7,487
  Mortgage Servicing Fee                                              47,501          57,395          29,117
  Administrative Expenses                                             46,129          46,319          67,569
  Provision for Uncollected Accts                                     63,984          51,770          61,411
  Amortization of Organization and Syndication Costs                     631             631             631
  Offering Period Interest Expense to Limited Partners                     0               0               0
  Interest Expense                                                    61,600          67,569          24,462
                                                                 ------------    ------------    ------------
Net Income (GAAP Basis) dist. to Limited Partners                   $526,616        $544,051        $554,425
                                                                                 ------------    ------------
                                                                 ------------
Sources of Funds - Net Income                                       $526,616        $544,051        $554,425
Reduction in Assets                                                        0         591,879          36,728
Increase in Liabilities                                              808,466               0               0
Early Withdrawal Penalties Applied to Synd. Costs                          0           8,003           4,658
Increase in Applicant's Deposit                                            0               0               0
Increase in Partners' Capital                                              0               0               0
                                                                                 ------------    ------------
                                                                 ------------
Cash generated from Operations                                    $1,335,082      $1,143,933     $   595,811
Use of Funds-Increase in Assets                                   $1,272,177               0               0
Reduction in Liabilities                                                   0         586,933          17,593
Decrease in Applicant's Deposit                                            0               0               0
Offering Period Interest Expense to Limited Partners                       0               0               0
  Investment Income Pd to LP's                                       178,180         191,970         172,259
  Return of Capital to LP's                                           78,120         283,253         170,711
                                                                 ------------    ------------    ------------
Net Increase (Decrease) in Cash                                   $(193,395)         $81,777        $235,248
Cash at the beginning of the year                                   $313,918        $120,523        $202,300
Cash at the end of the year                                         $120,523        $202,300        $437,548
Income & Distribution Data for $1,000 Invested for
  a Compounding Limited Partner  (GAAP Basis)                            $93             $94             $94
Income & Distribution Data for
  $1,000 Invested for a Limited Partner Receiving
  Monthly Earning Disrtibution (GAAP Basis)                              $89             $91             $90
Cash Distribution to Investors for $1,000 Invested
  Income (1)                                                             $33             $34             $30
  Capital (1)                                                            $14             $49             $29
Federal Income Tax Results for $1,000 Invested Capital
  for a Compounding Ltd. Partner                                        $107            $106             $99
Federal Income Tax Results for $1,000 Invested for a Limited
  Partner Receiving Monthly Earnings Distributions                      $102            $101             $95


<FN>
NOTES:
(1)  Based upon years initial capital balances
</FN>




                                    TABLE III
                 OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS
                                      RMI V
                            (AS OF DECEMBER 31, 1996)
            (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT)



                                                                        1992            1993            1994
                                                                 ------------    ------------    ------------

                                                                                                
Gross Revenues                                                      $840,592        $826,774        $557,036
Less: General Partners' Mgmt Fee                                      14,746          12,084           2,333
  Mortgage Servicing Fee                                              42,526          42,609               0
  Administrative Expenses                                             59,495          80,006          39,594
  Provision for Uncollected Accts                                    114,162         141,059         140,499
  Amortization of Organization and Syndication Costs                     631             631             629
  Offering Period Interest Expense to Limited Partners                     0               0               0
  Interest Expense                                                    68,662          79,848          79,951
                                                                 ------------    ------------    ------------
Net Income (GAAP Basis) dist. to Limited Partners                   $540,370        $470,537        $294,030
                                                                                 ------------    ------------
                                                                 ------------
Sources of Funds - Net Income                                       $540,370        $470,537        $294,030
Reduction in Assets                                                        0         554,553         418,962
Increase in Liabilities                                              945,442               0           9,731
Early Withdrawal Penalties Applied to Synd. Costs                      1,833           1,617             634
Increase in Applicant's Deposit                                            0               0               0
Increase in Partners' Capital                                              0               0               0
                                                                                 ------------    ------------
                                                                 ------------
Cash generated from Operations                                    $1,487,645      $1,026,707        $723,357
Use of Funds-Increase in Assets                                   $1,389,730               0               0
Reduction in Liabilities                                                   0          62,234               0
Decrease in Applicant's Deposit                                            0               0               0
Offering Period Interest Expense to Limited Partners                       0               0               0
  Investment Income Pd to LP's                                       179,048         233,928         139,550
  Return of Capital to LP's                                         $280,929        $546,248        $640,685
                                                                 ------------    ------------    ------------
Net Increase (Decrease) in Cash                                   $(362,062)        $184,297       $(56,878)
Cash at the beginning of the year                                   $437,548         $75,486        $259,783
Cash at the end of the year                                          $75,486        $259,783        $202,905
Income & Distribution Data for $1,000 Invested for
  a Compounding Limited Partner  (GAAP Basis)                            $89             $77             $50
Income & Distribution Data for
  $1,000 Invested for a Limited Partner Receiving
  Monthly Earning Disrtibution (GAAP Basis)                              $85             $75             $49
Cash Distribution to Investors for $1,000 Invested
  Income (1)                                                             $30             $38             $24
  Capital (1)                                                            $47             $89            $110
Federal Income Tax Results for $1,000 Invested Capital
  for a Compounding Ltd. Partner                                         $97             $93             $10
Federal Income Tax Results for $1,000 Invested for a Limited
  Partner Receiving Monthly Earnings Distributions                       $93             $90             $10


<FN>
NOTES:
(1)  Based upon years initial capital balances
</FN>





                                    TABLE III
                 OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS
                                      RMI V
                            (AS OF DECEMBER 31, 1996)
            (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT)



                                                                        1995            1996
                                                                 ------------    ------------

                                                                                   
Gross Revenues                                                      $567,540        $419,823
Less: General Partners' Mgmt Fee                                           0               0
  Mortgage Servicing Fee                                                   0               0
  Administrative Expenses                                             30,593          31,312
  Provision for Uncollected Accts                                    182,162          91,880
  Amortization of Organization and Syndication Costs                     627             741
  Offering Period Interest Expense to Limited Partners                     0               0
  Interest Expense                                                    95,941          77,789
                                                                 ------------    ------------
Net Income (GAAP Basis) dist. to Limited Partners                   $258,217        $218,101
                                                                                 ------------
                                                                 ------------
Sources of Funds - Net Income                                        258,217         218,101
Reduction in Assets                                                  464,011       1,003,642
Increase in Liabilities                                                    0               0
Early Withdrawal Penalties Applied to Synd. Costs                          0               0
Increase in Applicant's Deposit                                            0               0
Increase in Partners' Capital                                              0               0
                                                                                 ------------
                                                                 ------------
Cash generated from Operations                                      $722,228      $1,221,743
Use of Funds-Increase in Assets                                            0               0
Reduction in Liabilities                                              69,000         337,607
Decrease in Applicant's Deposit                                            0               0
Offering Period Interest Expense to Limited Partners                       0               0
  Investment Income Pd to LP's                                       124,329         101,335
  Return of Capital to LP's                                          689,307         701,283
                                                                 ------------    ------------
Net Increase (Decrease) in Cash                                   $(160,408)         $81,518
Cash at the beginning of the year                                   $202,905         $42,497
Cash at the end of the year                                          $42,497        $124,015
Income & Distribution Data for $1,000 Invested for
  a Compounding Limited Partner  (GAAP Basis)                            $50             $48
Income & Distribution Data for
  $1,000 Invested for a Limited Partner Receiving
  Monthly Earning Disrtibution (GAAP Basis)                              $49             $47
Cash Distribution to Investors for $1,000 Invested
  Income (1)                                                             $23             $21
  Capital (1)                                                           $130            $147
Federal Income Tax Results for $1,000 Invested Capital
  for a Compounding Ltd. Partner                                         $51             $48
Federal Income Tax Results for $1,000 Invested for a Limited
  Partner Receiving Monthly Earnings Distributions                       $50             $47


<FN>
NOTES:
(1)  Based upon years initial capital balances
</FN>




                                    TABLE III
                 OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS
                                     RMI IV
                            (AS OF DECEMBER 31, 1996)
            (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT)



                                                                        1985            1986            1987
                                                                 ------------    ------------    ------------

                                                                                                
Gross Revenues                                                      $236,437        $870,719      $1,104,423
Less: General Partners' Mgmt Fee                                       5,253          21,185          30,732
  Mortgage Servicing Fee                                              11,375          44,077          93,423
  Administrative Expenses                                              3,384          49,905          66,321
  Provision for Uncollected Accts                                      7,441          22,830         (5,457)
  Amortization of Organization and Syndication Costs                   3,510          13,429           3,953
  Offering Period Interest Expense to Limited Partners                22,680          43,310               0
  Interest Expense                                                         0          35,242          94,461
                                                                 ------------    ------------    ------------
Net Income (GAAP Basis) dist. to Limited Partners                $   182,794     $   640,741     $   820,990
                                                                                 ------------    ------------
                                                                 ------------
Sources of Funds - Net Income                                    $   182,794     $   640,741     $   820,990
Reduction in Assets                                                        0               0         559,202
Increase in Liabilities                                                7,669       1,012,556               0
Early Withdrawal Penalties Applied to Synd. Costs                          0               0               0
Increase in Applicant's Deposit                                      605,351               0               0
Increase in Partners' Capital                                      3,323,145       4,238,412               0
                                                                                 ------------    ------------
                                                                 ------------
Cash generated from Operations                                    $4,118,959      $5,891,709      $1,380,192
Use of Funds-Increase in Assets                                   $3,327,257      $5,131,576               0
Reduction in Liabilities                                                   0               0         277,205
Decrease in Applicant's Deposit                                            0         605,351               0
Offering Period Interest Expense to Limited Partners                  20,118          45,713               0
  Investment Income Pd to LP's                                        73,959         279,521         322,880
  Return of Capital to LP's                                                0               0               0
                                                                 ------------    ------------    ------------
Net Increase (Decrease) in Cash                                     $697,625      $(170,452)        $780,107
Cash at the beginning of the year                                          0        $697,625        $527,173
Cash at the end of the year                                         $697,625        $527,173      $1,307,280
Income & Distribution Data for $1,000 Invested for
  a Compounding Limited Partner  (GAAP Basis)                           $137            $120            $101
Income & Distribution Data for
  $1,000 Invested for a Limited Partner Receiving
  Monthly Earning Disrtibution (GAAP Basis)                             $126            $114             $97
Cash Distribution to Investors for $1,000 Invested
  Income (1)                                                             $28             $88            $ 41
  Capital (1)                                                              0               0               0
Federal Income Tax Results for $1,000 Invested Capital
  for a Compounding Ltd. Partner                                        $138            $122            $104
Federal Income Tax Results for $1,000 Invested for a Limited
  Partner Receiving Monthly Earnings Distributions                      $128            $116            $100


<FN>
NOTES:
(1)  Based upon years initial capital balances
</FN>



                                    TABLE III
                 OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS
                                     RMI IV
                            (AS OF DECEMBER 31, 1996)
            (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT)



                                                                        1988            1989            1990
                                                                 ------------    ------------    ------------

                                                                                                
Gross Revenues                                                    $1,129,031      $1,211,845      $1,277,106
Less: General Partners' Mgmt Fee                                      29,706          34,382          23,258
  Mortgage Servicing Fee                                              88,759          75,527          86,746
  Administrative Expenses                                             63,560          60,693          73,780
  Provision for Uncollected Accts                                     53,594          76,840          31,384
  Amortization of Organization and Syndication Costs                     405           1,974           1,975
  Offering Period Interest Expense to Limited Partners                     0               0               0
  Interest Expense                                                    85,230         121,043         160,574
                                                                 ------------    ------------    ------------
Net Income (GAAP Basis) dist. to Limited Partners                   $807,777        $841,386        $899,389
                                                                                 ------------    ------------
                                                                 ------------
Sources of Funds - Net Income                                       $807,777         841,386        $899,389
Reduction in Assets                                                        0               0               0
Increase in Liabilities                                                    0         506,746         567,797
Early Withdrawal Penalties Applied to Synd. Costs                          0               0               0
Increase in Applicant's Deposit                                            0               0               0
Increase in Partners' Capital                                              0               0               0
                                                                                 ------------    ------------
                                                                 ------------
Cash generated from Operations                                      $807,777      $1,348,132      $1,467,186
Use of Funds-Increase in Assets                                   $1,346,774      $1,282,363        $826,609
Reduction in Liabilities                                             136,669               0               0
Decrease in Applicant's Deposit                                            0               0               0
Offering Period Interest Expense to Limited Partners                       0               0               0
  Investment Income Pd to LP's                                       290,113         259,531         293,775
  Return of Capital to LP's                                                0             353          94,721
                                                                 ------------    ------------    ------------
Net Increase (Decrease) in Cash                                  $ (965,779)      $(194,115)        $252,081
Cash at the beginning of the year                                 $1,307,280        $341,501        $147,386
Cash at the end of the year                                         $341,501        $147,386        $399,467
Income & Distribution Data for $1,000 Invested for
  a Compounding Limited Partner  (GAAP Basis)                            $92             $93             $94
Income & Distribution Data for
  $1,000 Invested for a Limited Partner Receiving
  Monthly Earning Disrtibution (GAAP Basis)                              $91             $89             $90
Cash Distribution to Investors for $1,000 Invested
  Income (1)                                                             $35             $29             $31
  Capital (1)                                                              0               0             $10
Federal Income Tax Results for $1,000 Invested Capital
  for a Compounding Ltd. Partner                                         $94            $101             $94
Federal Income Tax Results for $1,000 Invested for a Limited
  Partner Receiving Monthly Earnings Distributions                       $90             $97             $90


<FN>
NOTES:
(1)  Based upon years initial capital balances
</FN>




                                    TABLE III
                 OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS
                                     RMI IV
                            (AS OF DECEMBER 31, 1996)
            (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT)



                                                                        1991            1992            1993
                                                                 ------------    ------------    ------------

                                                                                                
Gross Revenues                                                    $1,261,526      $1,329,074      $1,186,369
Less: General Partners' Mgmt Fee                                      12,644           6,306          12,315
  Mortgage Servicing Fee                                                   0          44,638          71,037
  Administrative Expenses                                             90,490          70,546          62,545
  Provision for Uncollected Accts                                    165,786         295,550         367,250
  Amortization of Organization and Syndication Costs                   1,975           1,975           1,975
  Offering Period Interest Expense to Limited Partners                     0               0               0
  Interest Expense                                                   118,355         122,990               0
                                                                 ------------    ------------    ------------
Net Income (GAAP Basis) dist. to Limited Partners                   $872,276        $787,069        $671,247
                                                                                 ------------    ------------
                                                                 ------------
Sources of Funds - Net Income                                       $872,276        $787,069        $671,247
Reduction in Assets                                                        0       1,548,510         607,766
Increase in Liabilities                                                3,732               0               0
Early Withdrawal Penalties Applied to Synd. Costs                      2,329             958             118
Increase in Applicant's Deposit                                            0               0               0
Increase in Partners' Capital                                              0               0               0
                                                                                 ------------    ------------
                                                                 ------------
Cash generated from Operations                                      $878,337      $2,336,537      $1,279,131
Use of Funds-Increase in Assets                                     $103,300               0               0
Reduction in Liabilities                                                   0       1,670,953           9,828
Decrease in Applicant's Deposit                                            0               0               0
Offering Period Interest Expense to Limited Partners                       0               0               0
  Investment Income Pd to LP's                                       327,082         331,750         292,590
  Return of Capital to LP's                                          454,911         613,524         742,194
                                                                 ------------    ------------    ------------
Net Increase (Decrease) in Cash                                     $(6,956)      $(279,690)        $234,519
Cash at the beginning of the year                                   $399,467        $392,511        $112,822
Cash at the end of the year                                         $392,511        $112,821        $347,341
Income & Distribution Data for $1,000 Invested for
  a Compounding Limited Partner  (GAAP Basis)                            $87             $79             $68
Income & Distribution Data for
  $1,000 Invested for a Limited Partner Receiving
  Monthly Earning Disrtibution (GAAP Basis)                              $84             $76             $66
Cash Distribution to Investors for $1,000 Invested
  Income (1)                                                             $33             $33             $30
  Capital (1)                                                            $45             $61             $75
Federal Income Tax Results for $1,000 Invested Capital
  for a Compounding Ltd. Partner                                         $87             $90             $82
Federal Income Tax Results for $1,000 Invested for a Limited
  Partner Receiving Monthly Earnings Distributions                       $83             $87             $79


<FN>
NOTES:
(1)  Based upon years initial capital balances
</FN>




                                    TABLE III
                 OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS
                                     RMI IV
                            (AS OF DECEMBER 31, 1996)
            (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT)



                                                                        1994            1995            1996
                                                                 ------------    ------------    ------------

                                                                                                
Gross Revenues                                                      $994,076      $1,016,152        $954,899
Less: General Partners' Mgmt Fee                                      11,687          10,959          10,309
  Mortgage Servicing Fee                                              88,072          73,032          46,809
  Administrative Expenses                                             56,734          54,789          57,868
  Provision for Uncollected Accts                                    243,856         189,026         218,317
  Amortization of Organization and Syndication Costs                   1,975           1,241               0
  Offering Period Interest Expense to Limited Partners                     0               0               0
  Interest Expense                                                     9,585         139,708         123,308
                                                                 ------------    ------------    ------------
Net Income (GAAP Basis) dist. to Limited Partners                   $582,167        $547,397        $498,288
                                                                                 ------------    ------------
                                                                 ------------
Sources of Funds - Net Income                                       $582,167        $547,397        $498,288
Reduction in Assets                                                        0               0       1,016,682
Increase in Liabilities                                            1,111,875         396,156               0
Early Withdrawal Penalties Applied to Synd. Costs                      1,400               0               0
Increase in Applicant's Deposit                                            0               0               0
Increase in Partners' Capital                                              0               0               0
                                                                                 ------------    ------------
                                                                 ------------
Cash generated from Operations                                    $1,695,442        $943,553      $1,514,970
Use of Funds-Increase in Assets                                     $520,319         $74,528              $0
Reduction in Liabilities                                                   0               0         309,097
Decrease in Applicant's Deposit                                            0               0               0
Offering Period Interest Expense to Limited Partners                       0               0               0
  Investment Income Pd to LP's                                       261,074         233,353         212,280
  Return of Capital to LP's                                          907,454         864,922         728,553
                                                                 ------------    ------------    ------------
Net Increase (Decrease) in Cash                                       $6,595      $(229,250)        $265,040
Cash at the beginning of the year                                   $347,341        $353,936        $124,686
Cash at the end of the year                                         $353,936        $124,686        $389,726
Income & Distribution Data for $1,000 Invested for
  a Compounding Limited Partner  (GAAP Basis)                            $62             $63             $61
Income & Distribution Data for
  $1,000 Invested for a Limited Partner Receiving
  Monthly Earning Disrtibution (GAAP Basis)                              $60             $61             $60
Cash Distribution to Investors for $1,000 Invested
  Income (1)                                                             $27             $26             $25
  Capital (1)                                                            $95             $97             $87
Federal Income Tax Results for $1,000 Invested Capital
  for a Compounding Ltd. Partner                                         $44             $67             $62
Federal Income Tax Results for $1,000 Invested for a Limited
  Partner Receiving Monthly Earnings Distributions                       $43             $66             $60


<FN>
NOTES:
(1)  Based upon years initial capital balances
</FN>




                                    TABLE III
                 OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS
                                     RMI III
                            (AS OF DECEMBER 31, 1996)
            (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT)



                                                                        1984            1985            1986
                                                                 ------------    ------------    ------------

                                                                                                
Gross Revenues                                                      $121,765        $215,150        $200,934
Less: General Partners' Mgmt Fee                                       5,878          11,488          12,240
  Mortgage Servicing Fee                                               5,384           9,421          12,118
  Administrative Expenses                                              4,001           7,368          16,210
  Provision for Uncollected Accts                                      1,228          10,420           7,612
  Amortization of Organization and Syndication Costs                     789           1,051           1,051
  Offering Period Interest Expense to Limited Partners                 4,501               0               0
                                                                 ------------    ------------    ------------
Net Income (GAAP Basis) dist. to Limited Partners                    $99,984        $175,402        $151,703
                                                                                 ------------    ------------
                                                                 ------------
Sources of Funds - Net Income                                        $99,984        $175,402        $151,703
Decrease in Assets                                                         0               0          73,219
Increase in Liabilities                                               15,080               0             914
Increase in Applicant's Deposit                                            0               0               0
Increase in Partners' Capital                                      1,429,624               0               0
                                                                                 ------------    ------------
                                                                 ------------
Cash generated from Operations                                    $1,544,688        $175,402        $225,836
Use of Funds-Increase in Assets                                   $1,476,990         $47,801               0
Decrease in Liabilities                                                    0          14,848               0
Decrease in Applicant's Deposit                                            0               0               0
Offering Period Interest Expense to Limited Partners                       0               0               0
  Investment Income Pd to LP's                                        40,333          77,652          58,391
  Return of Capital to LP's                                                0               0               0
                                                                 ------------    ------------    ------------
Net Increase (Decrease) in Cash                                      $27,365         $35,101        $167,445
Cash at the beginning of the year                                          0         $27,365         $62,466
Cash at the end of the year                                          $27,365         $62,466        $229,911
Income & Distribution Data for $1,000 Invested for
  a Compounding Limited Partner  (GAAP Basis)                           $123            $119             $97
Income & Distribution Data for
  $1,000 Invested for a Limited Partner Receiving
  Monthly Earning Disrtibution (GAAP Basis)                             $121            $114             $93
Cash Distribution to Investors for $1,000 Invested
  Income (1)                                                             $27             $52             $37
  Capital (1)                                                              0               0               0
Federal Income Tax Results for $1,000 Invested Capital
  for a Compounding Ltd. Partner                                        $124            $120             $96
Federal Income Tax Results for $1,000 Invested for a Limited
  Partner Receiving Monthly Earnings Distributions                      $121            $113             $92


<FN>
NOTES:
(1)  Based upon years initial capital balances
</FN>




                                    TABLE III
                 OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS
                                     RMI III
                            (AS OF DECEMBER 31, 1996)
            (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT)



                                                                        1987            1988            1989
                                                                 ------------    ------------    ------------

                                                                                                
Gross Revenues                                                      $165,951        $190,856        $211,062
Less: General Partners' Mgmt Fee                                       1,050               0           3,408
  Mortgage Servicing Fee                                               3,989           8,678          11,179
  Administrative Expenses                                             14,664          16,186          16,281
  Provision for Uncollected Accts                                     13,886          22,486          30,612
  Amortization of Organization and Syndication Costs                     462             578             990
  Offering Period Interest Expense to Limited Partners                     0               0               0
                                                                 ------------    ------------    ------------
Net Income (GAAP Basis) dist. to Limited Partners                   $131,900        $142,928        $148,592
                                                                                 ------------    ------------
                                                                 ------------
Sources of Funds - Net Income                                       $131,900        $142,928        $148,592
Decrease in Assets                                                    48,139               0               0
Increase in Liabilities                                                2,656           1,580               0
Increase in Applicant's Deposit                                            0               0               0
Increase in Partners' Capital                                              0               0               0
                                                                                 ------------    ------------
                                                                 ------------
Cash generated from Operations                                      $182,695        $144,508        $148,592
Use of Funds-Increase in Assets                                            0        $290,071          $5,767
Decrease in Liabilities                                                    0               0           4,532
Decrease in Applicant's Deposit                                            0               0               0
Offering Period Interest Expense to Limited Partners                       0               0               0
  Investment Income Pd to LP's                                        53,836          61,267          94,559
  Return of Capital to LP's                                                0               0         116,362
                                                                 ------------    ------------    ------------
Net Increase (Decrease) in Cash                                     $128,859      $(206,830)     $  (72,628)
Cash at the beginning of the year                                   $229,911        $358,770        $151,940
Cash at the end of the year                                         $358,770        $151,940         $79,312
Income & Distribution Data for $1,000 Invested for
  a Compounding Limited Partner  (GAAP Basis)                            $78             $81             $83
Income & Distribution Data for
  $1,000 Invested for a Limited Partner Receiving
  Monthly Earning Disrtibution (GAAP Basis)                              $76             $78             $80
Cash Distribution to Investors for $1,000 Invested
  Income (1)                                                             $32             $35             $51
  Capital (1)                                                              0               0             $63
Federal Income Tax Results for $1,000 Invested Capital
  for a Compounding Ltd. Partner                                         $79             $82             $83
Federal Income Tax Results for $1,000 Invested for a Limited
  Partner Receiving Monthly Earnings Distributions                       $76             $79             $80


<FN>
NOTES:
(1)  Based upon years initial capital balances
</FN>




                                    TABLE III
                 OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS
                                     RMI III
                            (AS OF DECEMBER 31, 1996)
            (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT)



                                                                        1990            1991            1992
                                                                 ------------    ------------    ------------

                                                                                                
Gross Revenues                                                      $196,540        $169,921        $177,555
Less: General Partners' Mgmt Fee                                      12,833          11,454           7,915
  Mortgage Servicing Fee                                               9,561           8,008           9,842
  Administrative Expenses                                             12,596          12,399          22,371
  Provision for Uncollected Accts                                      5,828           4,040           9,977
  Amortization of Organization and Syndication Costs                       0               0               0
  Offering Period Interest Expense to Limited Partners                     0               0             $57
                                                                 ------------    ------------    ------------
Net Income (GAAP Basis) dist. to Limited Partners                   $155,722        $134,020        $127,393
                                                                                 ------------    ------------
                                                                 ------------
Sources of Funds - Net Income                                       $155,722        $134,020        $127,393
Decrease in Assets                                                   124,828         229,739               0
Increase in Liabilities                                                    0             735             764
Increase in Applicant's Deposit                                            0               0          80,000
Increase in Partners' Capital                                              0               0         345,151
                                                                                 ------------    ------------
                                                                 ------------
Cash generated from Operations                                      $280,550        $364,494        $553,308
Use of Funds-Increase in Assets                                            0               0         206,184
Decrease in Liabilities                                                1,279               0               0
Decrease in Applicant's Deposit                                            0               0               0
Offering Period Interest Expense to Limited Partners                       0               0               0
  Investment Income Pd to LP's                                       123,195          96,512          84,590
  Return of Capital to LP's                                          219,305         238,846         230,697
                                                                 ------------    ------------    ------------
Net Increase (Decrease) in Cash                                    $(63,229)         $29,136         $31,837
Cash at the beginning of the year                                    $79,312         $16,083         $45,219
Cash at the end of the year                                          $16,083         $45,219         $77,056
Income & Distribution Data for $1,000 Invested for
  a Compounding Limited Partner  (GAAP Basis)                            $94             $90             $88
Income & Distribution Data for
  $1,000 Invested for a Limited Partner Receiving
  Monthly Earning Disrtibution (GAAP Basis)                              $90             $87             $85
Cash Distribution to Investors for $1,000 Invested
  Income (1)                                                             $69             $61             $61
  Capital (1)                                                           $123            $150            $166
Federal Income Tax Results for $1,000 Invested Capital
  for a Compounding Ltd. Partner                                         $98            $111             $97
Federal Income Tax Results for $1,000 Invested for a Limited
  Partner Receiving Monthly Earnings Distributions                      $107             $93             $94


<FN>
NOTES:
(1)  Based upon years initial capital balances
</FN>




                                    TABLE III
                 OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS
                                     RMI III
                            (AS OF DECEMBER 31, 1996)
            (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT)



                                                                        1993            1994            1995
                                                                 ------------    ------------    ------------

                                                                                                
Gross Revenues                                                      $236,762        $165,126        $166,111
Less: General Partners' Mgmt Fee                                       2,993           6,065           6,399
  Mortgage Servicing Fee                                              11,917          12,068          11,267
  Administrative Expenses                                             23,634          15,883          16,954
  Provision for Uncollected Accts                                     66,633             683              43
  Amortization of Organization and Syndication Costs                       0               0               0
  Offering Period Interest Expense to Limited Partners                  $242            $396             $54
                                                                 ------------    ------------    ------------
Net Income (GAAP Basis) dist. to Limited Partners                   $131,343        $130,031        $131,394
                                                                                 ------------    ------------
                                                                 ------------
Sources of Funds - Net Income                                       $131,343        $130,031        $131,394
Decrease in Assets                                                   128,311             -0-               0
Increase in Liabilities                                                    0           3,818             324
Increase in Applicant's Deposit                                       10,000               0               0
Increase in Partners' Capital                                        110,242         290,396          25,054
                                                                                 ------------    ------------
                                                                 ------------
Cash generated from Operations                                      $379,896        $424,245        $156,772
Use of Funds-Increase in Assets                                            0         192,646          67,506
Decrease in Liabilities                                                1,099               0               0
Decrease in Applicant's Deposit                                            0          90,000               0
Offering Period Interest Expense to Limited Partners                     173             283              54
  Investment Income Pd to LP's                                        85,197          77,734          81,250
  Return of Capital to LP's                                          236,366         129,391          65,478
                                                                 ------------    ------------    ------------
Net Increase (Decrease) in Cash                                      $57,061       $(65,809)       $(57,516)
Cash at the beginning of the year                                    $77,056        $134,117         $68,308
Cash at the end of the year                                         $134,117         $68,308         $10,792
Income & Distribution Data for $1,000 Invested for
  a Compounding Limited Partner  (GAAP Basis)                            $82             $80             $77
Income & Distribution Data for
  $1,000 Invested for a Limited Partner Receiving
  Monthly Earning Disrtibution (GAAP Basis)                              $79             $77             $74
Cash Distribution to Investors for $1,000 Invested
  Income (1)                                                             $55             $53             $48
  Capital (1)                                                           $153             $88             $39
Federal Income Tax Results for $1,000 Invested Capital
  for a Compounding Ltd. Partner                                        $116             $81             $71
Federal Income Tax Results for $1,000 Invested for a Limited
  Partner Receiving Monthly Earnings Distributions                      $112             $79             $69


<FN>
NOTES:
(1)  Based upon years initial capital balances
</FN>




                                    TABLE III
                 OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS
                                     RMI III
                            (AS OF DECEMBER 31, 1996)
            (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT)



                                                                        1996
                                                                 ------------

                                                                      
Gross Revenues                                                      $166,395
Less: General Partners' Mgmt Fee                                       2,191
  Mortgage Servicing Fee                                              14,696
  Administrative Expenses                                             14,270
  Provision for Uncollected Accts                                      8,279
  Amortization of Organization and Syndication Costs                       0
  Offering Period Interest Expense to Limited Partners                     0
                                                                 ------------
Net Income (GAAP Basis) dist. to Limited Partners                   $126,959
                                                                 ------------
Sources of Funds - Net Income                                       $126,959
Decrease in Assets                                                   134,161
Increase in Liabilities                                                2,458
Increase in Applicant's Deposit                                            0
Increase in Partners' Capital                                         70,000
                                                                 ------------
Cash generated from Operations                                      $333,578
Use of Funds-Increase in Assets                                            0
Decrease in Liabilities                                                    0
Decrease in Applicant's Deposit                                            0
Offering Period Interest Expense to Limited Partners                       0
  Investment Income Pd to LP's                                        79,413
  Return of Capital to LP's                                           30,874
                                                                 ------------
Net Increase (Decrease) in Cash                                     $223,291
Cash at the beginning of the year                                    $10,792
Cash at the end of the year                                         $234,083
Income & Distribution Data for $1,000 Invested for
  a Compounding Limited Partner  (GAAP Basis)                            $72
Income & Distribution Data for
  $1,000 Invested for a Limited Partner Receiving
  Monthly Earning Disrtibution (GAAP Basis)                              $70
Cash Distribution to Investors for $1,000 Invested
  Income (1)                                                             $47
  Capital (1)                                                            $18
Federal Income Tax Results for $1,000 Invested Capital
  for a Compounding Ltd. Partner                                         $57
Federal Income Tax Results for $1,000 Invested for a Limited
  Partner Receiving Monthly Earnings Distributions                       $56


<FN>
NOTES:
(1)  Based upon years initial capital balances
</FN>




                                    TABLE III
                 OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS
                                     RMI II
                            (AS OF DECEMBER 31, 1996)
            (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT)



                                                                        1984            1985            1986
                                                                 ------------    ------------    ------------

                                                                                                
Gross Revenues                                                      $207,656        $218,404        $210,308
Less: General Partners' Mgmt Fee                                      13,621          14,712          15,480
  Mortgage Servicing Fee                                               9,591          11,334          13,950
  Administrative Expenses                                              6,089           7,500          13,922
  Provision for Uncollected Accts                                      8,282          12,056           4,132
  Amortization of Organization and Syndication Costs                     755             831             584
  Offering Period Interest Expense to Limited Partners                   211               0               0
                                                                 ------------    ------------    ------------
Net Income (GAAP Basis) dist. to Limited Partners                   $169,107        $171,971        $162,240
                                                                                 ------------    ------------
                                                                 ------------
Sources of Funds - Net Income                                       $169,107        $171,971        $162,240
Decrease in Assets                                                         0               0               0
Increase in Liabilities                                                    0             217               0
Increase in Applicant's Deposit                                            0               0               0
Increase in Partners' Capital                                        116,982          10,320               0
                                                                                 ------------    ------------
                                                                 ------------
Cash generated from Operations                                      $286,089        $182,508        $162,240
Use of Funds-Increase in Assets                                     $221,005         $44,365         $10,802
Decrease in Liabilities                                                1,277               0             340
Decrease in Applicant's Deposit                                      113,968               0               0
Offering Period Interest Expense to Limited Partners                       0               0               0
  Investment Income Pd to LP's                                        65,285          75,311          50,444
  Return of Capital to LP's                                                0               0          70,043
                                                                 ------------    ------------    ------------
Net Increase (Decrease) in Cash                                   $(115,446)         $62,832         $30,612
Cash at the beginning of the year                                   $177,223         $61,777        $124,609
Cash at the end of the year                                          $61,777        $124,609        $155,221
Income & Distribution Data for $1,000 Invested for
  a Compounding Limited Partner  (GAAP Basis)                           $130            $122            $109
Income & Distribution Data for
  $1,000 Invested for a Limited Partner Receiving
  Monthly Earning Disrtibution (GAAP Basis)                             $123            $116            $104
Cash Distribution to Investors for $1,000 Invested
  Income (1)                                                             $54             $53             $33
  Capital (1)                                                              0               0             $46
Federal Income Tax Results for $1,000 Invested Capital
  for a Compounding Ltd. Partner                                        $130            $122            $109
Federal Income Tax Results for $1,000 Invested for a Limited
  Partner Receiving Monthly Earnings Distributions                      $123            $116            $104


<FN>
NOTES:
(1)  Based upon years initial capital balances
</FN>




                                    TABLE III
                 OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS
                                     RMI II
                            (AS OF DECEMBER 31, 1996)
            (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT)



                                                                        1987            1988            1989
                                                                 ------------    ------------    ------------

                                                                                                
Gross Revenues                                                      $208,807        $232,361        $190,156
Less: General Partners' Mgmt Fee                                      16,238          16,619          14,306
  Mortgage Servicing Fee                                              16,558          17,876          10,740
  Administrative Expenses                                             16,116          16,759          10,208
  Provision for Uncollected Accts                                          0          19,946           4,666
  Amortization of Organization and Syndication Costs                       0             -0-             -0-
  Offering Period Interest Expense to Limited Partners                     0             -0-             -0-
                                                                 ------------    ------------    ------------
Net Income (GAAP Basis) dist. to Limited Partners                   $159,895        $161,161        $150,236
                                                                                 ------------    ------------
                                                                 ------------
Sources of Funds - Net Income                                       $159,895        $161,161        $150,236
Decrease in Assets                                                    55,985               0         258,519
Increase in Liabilities                                                    0           6,421               0
Increase in Applicant's Deposit                                            0               0               0
Increase in Partners' Capital                                              0               0               0
                                                                                 ------------    ------------
                                                                 ------------
Cash generated from Operations                                      $215,880        $167,582        $408,755
Use of Funds-Increase in Assets                                            0        $123,504               0
Decrease in Liabilities                                                8,607               0           7,854
Decrease in Applicant's Deposit                                            0               0               0
Offering Period Interest Expense to Limited Partners                       0               0               0
  Investment Income Pd to LP's                                        45,516          66,746          70,915
  Return of Capital to LP's                                              -0-         264,015         327,020
                                                                 ------------    ------------    ------------
Net Increase (Decrease) in Cash                                     $161,757      $(286,683)          $2,966
Cash at the beginning of the year                                   $155,221        $316,978         $30,295
Cash at the end of the year                                         $316,978         $30,295         $33,261
Income & Distribution Data for $1,000 Invested for
  a Compounding Limited Partner  (GAAP Basis)                           $100            $100            $109
Income & Distribution Data for
  $1,000 Invested for a Limited Partner Receiving
  Monthly Earning Disrtibution (GAAP Basis)                              $97             $96            $104
Cash Distribution to Investors for $1,000 Invested
  Income (1)                                                             $29             $40             $47
  Capital (1)                                                             $0            $156            $215
Federal Income Tax Results for $1,000 Invested Capital
  for a Compounding Ltd. Partner                                        $102            $115            $109
Federal Income Tax Results for $1,000 Invested for a Limited
  Partner Receiving Monthly Earnings Distributions                       $97            $110            $106


<FN>
NOTES:
(1)  Based upon years initial capital balances
</FN>




                                    TABLE III
                 OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS
                                     RMI II
                            (AS OF DECEMBER 31, 1996)
            (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT)



                                                                        1990            1991            1992
                                                                 ------------    ------------    ------------

                                                                                                
Gross Revenues                                                      $131,811         $93,683         $92,678
Less: General Partners' Mgmt Fee                                      11,221               0               0
  Mortgage Servicing Fee                                               5,395               0           2,156
  Administrative Expenses                                             10,146          10,950          12,948
  Provision for Uncollected Accts                                      5,434          57,690          16,886
  Amortization of Organization and Syndication Costs                       0               0               0
  Offering Period Interest Expense to Limited Partners                     0               0               0
                                                                 ------------    ------------    ------------
Net Income (GAAP Basis) dist. to Limited Partners                    $99,615         $25,043         $60,688
                                                                                 ------------    ------------
                                                                 ------------
Sources of Funds - Net Income                                        $99,615         $25,043         $60,688
Decrease in Assets                                                    58,107          69,363               0
Increase in Liabilities                                                    0          11,604               0
Increase in Applicant's Deposit                                            0               0               0
Increase in Partners' Capital                                              0               0               0
                                                                                 ------------    ------------
                                                                 ------------
Cash generated from Operations                                      $157,722        $106,010         $60,688
Use of Funds-Increase in Assets                                            0               0          11,908
Decrease in Liabilities                                                  845               0           9,935
Decrease in Applicant's Deposit                                            0               0               0
Offering Period Interest Expense to Limited Partners                       0               0               0
  Investment Income Pd to LP's                                        40,172          27,856           5,765
  Return of Capital to LP's                                          130,796          54,362          66,267
                                                                 ------------    ------------    ------------
Net Increase (Decrease) in Cash                                    $(14,091)         $23,792       $(33,187)
Cash at the beginning of the year                                   $ 33,261         $19,170         $42,962
Cash at the end of the year                                         $ 19,170         $42,962          $9,775
Income & Distribution Data for $1,000 Invested for
  a Compounding Limited Partner  (GAAP Basis)                            $83             $20             $53
Income & Distribution Data for
  $1,000 Invested for a Limited Partner Receiving
  Monthly Earning Disrtibution (GAAP Basis)                              $80             $20             $53
Cash Distribution to Investors for $1,000 Invested
  Income (1)                                                             $32             $23              $5
  Capital (1)                                                           $103             $45             $58
Federal Income Tax Results for $1,000 Invested Capital
  for a Compounding Ltd. Partner                                         $88             $15             $67
Federal Income Tax Results for $1,000 Invested for a Limited
  Partner Receiving Monthly Earnings Distributions                       $85             $16             $67


<FN>
NOTES:
(1)  Based upon years initial capital balances
</FN>



                                    TABLE III
                 OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS
                                     RMI II
                            (AS OF DECEMBER 31, 1996)
            (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT)



                                                                        1993            1994            1995
                                                                 ------------    ------------    ------------

                                                                                                
Gross Revenues                                                      $130,958        $102,122        $100,734
Less: General Partners' Mgmt Fee                                       1,523           3,533           9,858
  Mortgage Servicing Fee                                               8,626           7,131           6,124
  Administrative Expenses                                             10,950          14,130          10,232
  Provision for Uncollected Accts                                     68,644          33,851          27,874
  Amortization of Organization and Syndication Costs                       0               0               0
  Offering Period Interest Expense to Limited Partners                     0               0               0
                                                                 ------------    ------------    ------------
Net Income (GAAP Basis) dist. to Limited Partners                    $41,215         $43,477         $46,646
                                                                                 ------------    ------------
                                                                 ------------
Sources of Funds - Net Income                                        $41,215         $43,477         $46,646
Decrease in Assets                                                   213,667               0         121,620
Increase in Liabilities                                                    0             535           4,723
Increase in Applicant's Deposit                                            0               0               0
Increase in Partners' Capital                                              0               0               0
                                                                                 ------------    ------------
                                                                 ------------
Cash generated from Operations                                   $   254,882     $    44,012     $   172,989
Use of Funds-Increase in Assets                                            0     $    99,062               0
Decrease in Liabilities                                                  355               0               0
Decrease in Applicant's Deposit                                            0               0               0
Offering Period Interest Expense to Limited Partners                       0               0               0
  Investment Income Pd to LP's                                        16,423          19,630          21,689
  Return of Capital to LP's                                           78,361          87,614         100,673
                                                                 ------------    ------------    ------------
Net Increase (Decrease) in Cash                                     $159,743      $(162,294)         $50,627
Cash at the beginning of the year                                     $9,775        $169,518          $7,224
Cash at the end of the year                                         $169,518          $7,224         $57,851
Income & Distribution Data for $1,000 Invested for
  a Compounding Limited Partner  (GAAP Basis)                            $37             $41             $48
Income & Distribution Data for
  $1,000 Invested for a Limited Partner Receiving
  Monthly Earning Disrtibution (GAAP Basis)                              $37             $41             $47
Cash Distribution to Investors for $1,000 Invested
  Income (1)                                                             $15             $18             $21
  Capital (1)                                                            $69             $81             $99
Federal Income Tax Results for $1,000 Invested Capital
  for a Compounding Ltd. Partner                                        $100            $(6)             $77
Federal Income Tax Results for $1,000 Invested for a Limited
  Partner Receiving Monthly Earnings Distributions                       $98            $(6)             $75


<FN>
NOTES:
(1)  Based upon years initial capital balances
</FN>




                                    TABLE III
                 OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS
                                     RMI II
                            (AS OF DECEMBER 31, 1996)
            (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT)



                                                                        1996
                                                                 ------------

                                                                      
Gross Revenues                                                      $100,382
Less: General Partners' Mgmt Fee                                       3,061
  Mortgage Servicing Fee                                              18,314
  Administrative Expenses                                             10,597
  Provision for Uncollected Accts                                     20,670
  Amortization of Organization and Syndication Costs                       0
  Offering Period Interest Expense to Limited Partners                     0
                                                                 ------------
Net Income (GAAP Basis) dist. to Limited Partners                    $47,740
                                                                 ------------
Sources of Funds - Net Income                                         47,740
Decrease in Assets                                                   168,233
Increase in Liabilities                                                    0
Increase in Applicant's Deposit                                            0
Increase in Partners' Capital                                              0
                                                                 ------------
Cash generated from Operations                                      $215,973
Use of Funds-Increase in Assets
Decrease in Liabilities                                                6,572
Decrease in Applicant's Deposit                                            0
Offering Period Interest Expense to Limited Partners                       0
  Investment Income Pd to LP's                                        21,264
  Return of Capital to LP's                                           89,158
                                                                 ------------
Net Increase (Decrease) in Cash                                      $98,979
Cash at the beginning of the year                                    $57,851
Cash at the end of the year                                         $156,830
Income & Distribution Data for $1,000 Invested for
  a Compounding Limited Partner  (GAAP Basis)                            $53
Income & Distribution Data for
  $1,000 Invested for a Limited Partner Receiving
  Monthly Earning Disrtibution (GAAP Basis)                              $51
Cash Distribution to Investors for $1,000 Invested
  Income (1)                                                             $23
  Capital (1)                                                            $95
Federal Income Tax Results for $1,000 Invested Capital
  for a Compounding Ltd. Partner                                         $49
Federal Income Tax Results for $1,000 Invested for a Limited
  Partner Receiving Monthly Earnings Distributions                       $48


<FN>
NOTES:
(1)  Based upon years initial capital balances
</FN>





                                    TABLE III
                 OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS
                                       RMI
                            (AS OF DECEMBER 31, 1996)
            (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT)



                                                                        1984            1985            1986
                                                                 ------------    ------------    ------------

                                                                                                
Gross Revenues                                                      $188,289        $205,116        $206,710
Less: General Partners' Mgmt Fee                                       1,539           1,434           1,491
  Mortgage Servicing Fee                                              10,735          11,808          13,240
  Administrative Expenses                                              2,734           8,476          15,253
  Provision for Uncollected Accts                                     22,278          51,508          15,498
  Amortization of Organization and Syndication Costs                       0               0               0
  Offering Period Interest Expense to Limited Partners                     0               0               0
                                                                 ------------    ------------    ------------
Net Income (GAAP Basis) dist. to Limited Partners                   $151,003        $131,890        $161,228
                                                                                 ------------    ------------
                                                                 ------------
Sources of Funds - Net Income                                       $151,003        $131,890        $161,228
Decrease in Assets                                                         0               0               0
Increase in Liabilities                                                    0             591           4,677
Increase in Applicant's Deposit                                            0               0               0
Increase in Partners' Capital                                              0               0               0
                                                                                 ------------    ------------
                                                                 ------------
Cash generated from Operations                                      $151,003        $132,481        $165,905
Use of Funds-Increase in Assets                                     $209,076          $8,249         $42,076
Decrease in Liabilities                                                  952               0               0
Decrease in Applicant's Deposit                                            0               0               0
Offering Period Interest Expense to Limited Partners                       0               0               0
  Investment Income Pd to LP's                                         2,205          15,746          14,701
  Return of Capital to LP's                                           53,363         100,073          76,449
                                                                 ------------    ------------    ------------
Net Increase (Decrease) in Cash                                   $(114,593)          $8,413         $32,679
Cash at the beginning of the year                                   $187,939         $73,346         $81,759
Cash at the end of the year                                          $73,346         $81,759        $114,438
Income & Distribution Data for $1,000 Invested for
  a Compounding Limited Partner  (GAAP Basis)                           $107             $87            $105
Cash Distribution to Investors for $1,000 Invested
  Income (1)                                                              $2             $10              $9
  Capital (1)                                                            $37             $65             $49
Federal Income Tax Results for $1,000 Invested Capital
  for a Compounding Ltd. Partner                                        $107             $87            $105


<FN>
NOTES:
(1)  Based upon years initial capital balances
</FN>




                                    TABLE III
                 OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS
                                       RMI
                            (AS OF DECEMBER 31, 1996)
            (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT)



                                                                        1987            1988            1989
                                                                 ------------    ------------    ------------

                                                                                                
Gross Revenues                                                      $207,133        $217,668        $209,477
Less: General Partners' Mgmt Fee                                       9,278          12,359          12,504
  Mortgage Servicing Fee                                              13,099          14,742          12,654
  Administrative Expenses                                             15,674          15,015          12,971
  Provision for Uncollected Accts                                     16,734          23,499           7,993
  Amortization of Organization and Syndication Costs                       0               0               0
  Offering Period Interest Expense to Limited Partners                     0               0               0
                                                                 ------------    ------------    ------------
Net Income (GAAP Basis) dist. to Limited Partners                   $152,348        $152,053        $163,355
                                                                                 ------------    ------------
                                                                 ------------
Sources of Funds - Net Income                                       $152,348        $152,053        $163,355
Decrease in Assets                                                    34,814               0               0
Increase in Liabilities                                                    0           4,608               0
Increase in Applicant's Deposit                                            0               0               0
Increase in Partners' Capital                                              0               0               0
                                                                                 ------------    ------------
                                                                 ------------
Cash generated from Operations                                      $187,162        $156,661        $163,355
Use of Funds-Increase in Assets                                            0         $85,795         $86,738
Decrease in Liabilities                                                1,142               0           6,916
Decrease in Applicant's Deposit                                            0               0               0
Offering Period Interest Expense to Limited Partners                       0               0               0
  Investment Income Pd to LP's                                        16,331          25,710          37,745
  Return of Capital to LP's                                          112,317         113,029         119,469
                                                                 ------------    ------------    ------------
Net Increase (Decrease) in Cash                                      $57,372       $(67,873)       $(87,513)
Cash at the beginning of the year                                   $114,438        $171,810        $103,937
Cash at the end of the year                                         $171,810        $103,937         $16,424
Income & Distribution Data for $1,000 Invested for
  a Compounding Limited Partner  (GAAP Basis)                            $96             $95            $101
Cash Distribution to Investors for $1,000 Invested
  Income (1)                                                             $10             $16             $23
  Capital (1)                                                            $69             $69             $72
Federal Income Tax Results for $1,000 Invested Capital
  for a Compounding Ltd. Partner                                         $96             $95            $101


<FN>
NOTES:
(1)  Based upon years initial capital balances
</FN>




                                    TABLE III
                 OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS
                                       RMI
                            (AS OF DECEMBER 31, 1996)
            (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT)



                                                                        1990            1991            1992
                                                                 ------------    ------------    ------------

                                                                                                
Gross Revenues                                                      $187,920        $152,401        $143,619
Less: General Partners' Mgmt Fee                                      12,398          11,129               0
  Mortgage Servicing Fee                                              10,551               0           3,562
  Administrative Expenses                                             10,999          12,481          20,051
  Provision for Uncollected Accts                                      5,681          56,012          52,860
  Amortization of Organization and Syndication Costs                       0               0               0
  Offering Period Interest Expense to Limited Partners                     0               0               0
                                                                 ------------    ------------    ------------
Net Income (GAAP Basis) dist. to Limited Partners                   $148,291         $72,779         $67,146
                                                                                 ------------    ------------
                                                                 ------------
Sources of Funds - Net Income                                       $148,291         $72,779         $67,146
Decrease in Assets                                                   226,219               0               0
Increase in Liabilities                                                    0          11,215               0
Increase in Applicant's Deposit                                            0               0               0
Increase in Partners' Capital                                              0               0               0
                                                                                 ------------    ------------
                                                                 ------------
Cash generated from Operations                                      $374,510         $83,994         $67,146
Use of Funds-Increase in Assets                                            0         $67,263         $51,385
Decrease in Liabilities                                                2,500               0          10,129
Decrease in Applicant's Deposit                                            0               0               0
Offering Period Interest Expense to Limited Partners                       0               0               0
  Investment Income Pd to LP's                                        51,260          25,014           7,600
  Return of Capital to LP's                                          149,425          93,506          66,017
                                                                 ------------    ------------    ------------
Net Increase (Decrease) in Cash                                     $171,325      $(101,789)       $(67,985)
Cash at the beginning of the year                                    $16,424        $187,749         $85,960
Cash at the end of the year                                         $187,749         $85,960         $17,975
Income & Distribution Data for $1,000 Invested for
  a Compounding Limited Partner  (GAAP Basis)                            $92             $45             $43
Cash Distribution to Investors for $1,000 Invested
  Income (1)                                                             $31             $15              $5
  Capital (1)                                                            $90             $58             $42
Federal Income Tax Results for $1,000 Invested Capital
  for a Compounding Ltd. Partner                                         $98             $40             $77


<FN>
NOTES:
(1)  Based upon years initial capital balances
</FN>




                                    TABLE III
                 OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS
                                       RMI
                            (AS OF DECEMBER 31, 1996)
            (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT)



                                                                        1993            1994            1995
                                                                 ------------    ------------    ------------

                                                                                                
Gross Revenues                                                      $214,168        $151,237        $153,757
Less: General Partners' Mgmt Fee                                       1,942           3,819           5,597
  Mortgage Servicing Fee                                              12,231           9,961           9,579
  Administrative Expenses                                             31,039          23,433          11,724
  Provision for Uncollected Accts                                     96,493          37,822          48,471
  Amortization of Organization and Syndication Costs                       0               0               0
  Offering Period Interest Expense to Limited Partners                     0               0               0
                                                                 ------------    ------------    ------------
Net Income (GAAP Basis) dist. to Limited Partners                    $72,463         $76,202         $78,386
                                                                                 ------------    ------------
                                                                 ------------
Sources of Funds - Net Income                                        $72,463         $76,202         $78,386
Decrease in Assets                                                   207,128               0          41,320
Increase in Liabilities                                                9,332               0              16
Increase in Applicant's Deposit                                            0               0               0
Increase in Partners' Capital                                              0               0               0
                                                                                 ------------    ------------
                                                                 ------------
Cash generated from Operations                                      $288,923         $76,202        $119,722
Use of Funds-Increase in Assets                                            0         $75,654               0
Decrease in Liabilities                                                    0           9,152               0
Decrease in Applicant's Deposit                                            0               0               0
Offering Period Interest Expense to Limited Partners                       0               0               0
  Investment Income Pd to LP's                                        18,867          28,658          28,580
  Return of Capital to LP's                                           78,090          69,512         124,513
                                                                 ------------    ------------    ------------
Net Increase (Decrease) in Cash                                     $191,966      $(106,774)       $(33,371)
Cash at the beginning of the year                                    $17,975        $209,941        $103,167
Cash at the end of the year                                         $209,941        $103,167         $69,796
Income & Distribution Data for $1,000 Invested for
  a Compounding Limited Partner  (GAAP Basis)                            $47             $50             $53
Cash Distribution to Investors for $1,000 Invested
  Income (1)                                                             $12             $19             $19
  Capital (1)                                                            $50             $45             $82
Federal Income Tax Results for $1,000 Invested Capital
  for a Compounding Ltd. Partner                                          $9           $(18)             $80


<FN>
NOTES:
(1)  Based upon years initial capital balances
</FN>




                                    TABLE III
                 OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS
                                       RMI
                            (AS OF DECEMBER 31, 1996)
            (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT)



                                                                        1996
                                                                 ------------

                                                                      
Gross Revenues                                                      $135,273
Less: General Partners' Mgmt Fee                                      10,686
  Mortgage Servicing Fee                                              24,133
  Administrative Expenses                                             12,170
  Provision for Uncollected Accts                                      8,845
  Amortization of Organization and Syndication Costs                       0
  Offering Period Interest Expense to Limited Partners                     0
                                                                 ------------
Net Income (GAAP Basis) dist. to Limited Partners                    $79,439
                                                                 ------------
Sources of Funds - Net Income                                        $79,439
Decrease in Assets                                                   208,623
Increase in Liabilities                                               23,127
Increase in Applicant's Deposit                                            0
Increase in Partners' Capital                                              0
                                                                 ------------
Cash generated from Operations                                      $311,189
Use of Funds-Increase in Assets                                           $0
Decrease in Liabilities                                                    0
Decrease in Applicant's Deposit                                            0
Offering Period Interest Expense to Limited Partners                       0
  Investment Income Pd to LP's                                        25,439
  Return of Capital to LP's                                          101,605
                                                                 ------------
Net Increase (Decrease) in Cash                                     $184,145
Cash at the beginning of the year                                    $69,796
Cash at the end of the year                                         $253,941
Income & Distribution Data for $1,000 Invested for
  a Compounding Limited Partner  (GAAP Basis)                            $56
Cash Distribution to Investors for $1,000 Invested
  Income (1)                                                             $18
  Capital (1)                                                            $71
Federal Income Tax Results for $1,000 Invested Capital
  for a Compounding Ltd. Partner                                         $31


<FN>
NOTES:
(1)  Based upon years initial capital balances
</FN>





                                    TABLE III
                 OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS
                               CMI (CONSOLIDATED)
                            (AS OF DECEMBER 31, 1996)
            (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT)



                                                                        1984            1985            1986
                                                                 ------------    ------------    ------------

                                                                                                
Gross Revenues                                                      $592,783        $567,307        $515,812
Less: General Partners' Mgmt Fee                                      28,027           5,366           5,336
  Mortgage Servicing Fee                                              28,169          33,756          42,630
  Administrative Expenses                                             28,900          34,833          58,759
  Provision for Uncollected Accts                                     77,966         155,408         171,844
  Amortization of Organization and Syndication Costs                   2,123           1,132           1,877
  Offering Period Interest Expense to Limited Partners                 3,529           2,997           1,849
                                                                 ------------    ------------    ------------
Net Income (GAAP Basis) dist. to Limited Partners                   $424,069        $333,815        $233,518
                                                                                 ------------    ------------
                                                                 ------------
Sources of Funds - Net Income                                       $424,069        $333,815         233,518
Decrease in Assets                                                   274,181         873,340         919,823
Increase in Liabilities                                                1,323           3,129           6,384
Increase in Applicant's Deposit                                       42,433               0               0
Increase in Partners' Capital                                        233,005         228,018         223,959
                                                                                 ------------    ------------
                                                                 ------------
Cash generated from Operations                                      $975,011      $1,438,302      $1,383,684
Use of Funds-Increase in Assets                                            0               0               0
Decrease in Liabilities                                                    0               0               0
Decrease in Applicant's Deposit                                            0          44,725          15,712
Offering Period Interest Expense to Limited Partners                       0               0               0
  Investment Income Pd to LP's                                        95,851         123,166         125,074
  Return of Capital to LP's                                          969,496       1,521,375       1,171,920
                                                                 ------------    ------------    ------------
Net Increase (Decrease) in Cash                                    $(90,336)      $(250,964)         $70,979
Cash at the beginning of the year                                   $432,118        $341,782         $90,818
Cash at the end of the year                                         $341,782        $ 90,818        $161,797
Income & Distribution Data for $1,000 Invested Net Income
  CMI (Original Portfolio)  (GAAP Basis)                                 $59             $47             $32
Net Income CMI II (New Portfolio of CMI)  (GAAP Basis)                  $128            $122            $108
Cash Distribution to Investors for $1,000 Invested:  CMI
  (Original Portfolio)
    Income (1)                                                           $13             $18             $23
    Capital (1)                                                         $130            $224            $216
  CMI  II (New Portfolio of CMI)
    Income (1)                                                             0               0               0
    Capital (1)                                                            0               0               0
Federal Income Tax Results for $1,000 Invested Capital
  Ordinary Income from Operations CMI (Original Portfolio)               $59             $47             $32
  Ordinary Income from Operations CMI II (New Portfolio of
    CMI                                                                 $130            $123            $110


<FN>
NOTES:
(1)  Based upon years initial capital balances
(2)  CMI II (New Portfolio of CMI I) commenced operation on January 1, 1984
</FN>




                                    TABLE III
                 OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS
                               CMI (CONSOLIDATED)
                            (AS OF DECEMBER 31, 1996)
            (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT)



                                                                        1987            1988            1989
                                                                 ------------    ------------    ------------

                                                                                                
Gross Revenues                                                      $454,722        $327,040        $355,951
Less: General Partners' Mgmt Fee                                       6,884           7,631           8,223
  Mortgage Servicing Fee                                              26,258          25,206           9,007
  Administrative Expenses                                             45,785          40,102          27,002
  Provision for Uncollected Accts                                    140,639          75,443         170,176
  Amortization of Organization and Syndication Costs                     800             793               0
  Offering Period Interest Expense to Limited Partners                   255               0               0
                                                                 ------------    ------------    ------------
Net Income (GAAP Basis) dist. to Limited Partners                   $234,101        $177,865        $141,543
                                                                                 ------------    ------------
                                                                 ------------
Sources of Funds - Net Income                                       $234,101        $177,865        $141,543
Decrease in Assets                                                   977,963         963,036         423,042
Increase in Liabilities                                                    0           4,680               0
Increase in Applicant's Deposit                                            0               0               0
Increase in Partners' Capital                                         70,223               1               0
                                                                                 ------------    ------------
                                                                 ------------
Cash generated from Operations                                    $1,282,287      $1,145,582        $564,585
Use of Funds-Increase in Assets                                            0               0               0
Decrease in Liabilities                                                9,039               0           6,543
Decrease in Applicant's Deposit                                       56,068               0               0
Offering Period Interest Expense to Limited Partners                       0               0               0
  Investment Income Pd to LP's                                        50,657          59,413          33,471
  Return of Capital to LP's                                        1,249,210         765,486         604,010
                                                                 ------------    ------------    ------------
Net Increase (Decrease) in Cash                                    $(82,687)        $320,683       $(79,439)
Cash at the beginning of the year                                   $161,797         $79,110        $399,793
Cash at the end of the year                                          $79,110        $399,793        $320,354
Income & Distribution Data for $1,000 Invested Net Income
  CMI (Original Portfolio)  (GAAP Basis)                                 $37             $28             $18
Net Income CMI II (New Portfolio of CMI)  (GAAP Basis)                  $100             $98             $92
Cash Distribution to Investors for $1,000 Invested:  CMI
  (Original Portfolio)
    Income (1)                                                           $12             $17             $10
    Capital (1)                                                         $292            $243            $243
  CMI  II (New Portfolio of CMI)
    Income (1)                                                             0              $6              $9
    Capital (1)                                                            0              $6             $21
Federal Income Tax Results for $1,000 Invested Capital
  Ordinary Income from Operations CMI (Original Portfolio)               $37             $28             $19
  Ordinary Income from Operations CMI II (New Portfolio of
    CMI                                                                 $102            $101             $96


<FN>
NOTES:
(1)  Based upon years initial capital balances
(2)  CMI II (New Portfolio of CMI I) commenced operation on January 1, 1984
</FN>




                                    TABLE III
                 OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS
                               CMI (CONSOLIDATED)
                            (AS OF DECEMBER 31, 1996)
            (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT)



                                                                        1990            1991            1992
                                                                 ------------    ------------    ------------

                                                                                                
Gross Revenues                                                      $294,299        $310,196        $279,365
Less: General Partners' Mgmt Fee                                       9,821          18,751          17,149
  Mortgage Servicing Fee                                              12,034          18,904          21,171
  Administrative Expenses                                             22,840          23,084          24,763
  Provision for Uncollected Accts                                    129,980          80,123          32,831
  Amortization of Organization and Syndication Costs                       0               0               0
  Offering Period Interest Expense to Limited Partners                     0               0               0
                                                                 ------------    ------------    ------------
Net Income (GAAP Basis) dist. to Limited Partners                   $119,624        $169,334        $183,451
                                                                                 ------------    ------------
                                                                 ------------
Sources of Funds - Net Income                                       $119,624        $169,334        $183,451
Decrease in Assets                                                   287,077         298,408               0
Increase in Liabilities                                                    0          14,202               0
Increase in Applicant's Deposit                                            0               0               0
Increase in Partners' Capital                                              0               0               0
                                                                                 ------------    ------------
                                                                 ------------
Cash generated from Operations                                      $406,701        $481,944        $183,451
Use of Funds-Increase in Assets                                            0               0          74,593
Decrease in Liabilities                                                1,718               0           2,981
Decrease in Applicant's Deposit                                            0               0               0
Offering Period Interest Expense to Limited Partners                       0               0               0
  Investment Income Pd to LP's                                        28,704          46,573          48,497
  Return of Capital to LP's                                          477,549         356,864         259,493
                                                                 ------------    ------------    ------------
Net Increase (Decrease) in Cash                                   $(101,270)         $78,507      $(202,113)
Cash at the beginning of the year                                   $320,354        $219,084        $297,591
Cash at the end of the year                                         $219,084        $297,591         $95,478
Income & Distribution Data for $1,000 Invested Net Income
  CMI (Original Portfolio)  (GAAP Basis)                                  $7             $58             $82
Net Income CMI II (New Portfolio of CMI)  (GAAP Basis)                   $93             $81             $82
Cash Distribution to Investors for $1,000 Invested:  CMI
  (Original Portfolio)
    Income (1)                                                            $3             $18             $18
    Capital (1)                                                         $249            $204            $142
  CMI  II (New Portfolio of CMI)
    Income (1)                                                           $20             $18             $22
    Capital (1)                                                          $20             $63             $81
Federal Income Tax Results for $1,000 Invested Capital
  Ordinary Income from Operations CMI (Original Portfolio)                $7            $105             $75
  Ordinary Income from Operations CMI II (New Portfolio of
    CMI                                                                 $100            $101             $75


<FN>
NOTES:
(1)  Based upon years initial capital balances
(2)  CMI II (New Portfolio of CMI I) commenced operation on January 1, 1984
</FN>



                                    TABLE III
                 OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS
                               CMI (CONSOLIDATED)
                            (AS OF DECEMBER 31, 1996)
            (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT)



                                                                        1993            1994            1995
                                                                 ------------    ------------    ------------

                                                                                                
Gross Revenues                                                      $258,338        $204,608        $210,590
Less: General Partners' Mgmt Fee                                      16,318          15,274          14,180
  Mortgage Servicing Fee                                              18,665          12,451          18,193
  Administrative Expenses                                             17,943          16,687          14,485
  Provision for Uncollected Accts                                     72,551          74,215          69,692
  Amortization of Organization and Syndication Costs                       0               0               0
  Offering Period Interest Expense to Limited Partners                     0               0               0
                                                                 ------------    ------------    ------------
Net Income (GAAP Basis) dist. to Limited Partners                   $132,861        $ 85,981         $94 040
                                                                                 ------------    ------------
                                                                 ------------
Sources of Funds - Net Income                                       $132,861         $85,981         $94,040
Decrease in Assets                                                   220,577         140,444          29,224
Increase in Liabilities                                                    0               0               0
Increase in Applicant's Deposit                                            0               0               0
Increase in Partners' Capital                                              0               0               0
                                                                                 ------------    ------------
                                                                 ------------
Cash generated from Operations                                      $353,438        $226,425        $123,264
Use of Funds-Increase in Assets                                            0               0               0
Decrease in Liabilities                                                2,954           2,600               0
Decrease in Applicant's Deposit                                            0               0               0
Offering Period Interest Expense to Limited Partners                       0               0               0
  Investment Income Pd to LP's                                        37,370          26,841          33,554
  Return of Capital to LP's                                          235,477         188,064         214,560
                                                                 ------------    ------------    ------------
Net Increase (Decrease) in Cash                                      $77,637          $8,920      $(124,850)
Cash at the beginning of the year                                    $95,478        $173,115        $182,035
Cash at the end of the year                                         $173,115        $182,035         $57,185
Income & Distribution Data for $1,000 Invested Net Income
  CMI (Original Portfolio)  (GAAP Basis)                                 $61             $42             $50
Net Income CMI II (New Portfolio of CMI)  (GAAP Basis)                   $61             $42             $50
Cash Distribution to Investors for $1,000 Invested:  CMI
  (Original Portfolio)
    Income (1)                                                           $18             $17             $24
    Capital (1)                                                         $138            $122            $137
  CMI  II (New Portfolio of CMI)
    Income (1)                                                           $14             $10             $12
    Capital (1)                                                          $77             $64             $89
Federal Income Tax Results for $1,000 Invested Capital
  Ordinary Income from Operations CMI (Original Portfolio)               $23             $53             $93
  Ordinary Income from Operations CMI II (New Portfolio of
    CMI                                                                  $23             $53             $93


<FN>
NOTES:
(1)  Based upon years initial capital balances
(2)  CMI II (New Portfolio of CMI I) commenced operation on January 1, 1984
</FN>





                                    TABLE III
                 OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS
                               CMI (CONSOLIDATED)
                            (AS OF DECEMBER 31, 1996)
            (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT)



                                                                        1996
                                                                 ------------

                                                                      
Gross Revenues                                                      $193,218
Less: General Partners' Mgmt Fee                                      13,117
  Mortgage Servicing Fee                                              18,050
  Administrative Expenses                                             14,341
  Provision for Uncollected Accts                                     49,281
  Amortization of Organization and Syndication Costs                       0
  Offering Period Interest Expense to Limited Partners                     0
                                                                 ------------
Net Income (GAAP Basis) dist. to Limited Partners                    $98,429
                                                                 ------------
Sources of Funds - Net Income                                        $98,429
Decrease in Assets                                                   143,063
Increase in Liabilities                                                3,900
Increase in Applicant's Deposit                                            0
Increase in Partners' Capital                                              0
                                                                 ------------
Cash generated from Operations                                      $245,392
Use of Funds-Increase in Assets                                            0
Decrease in Liabilities                                                    0
Decrease in Applicant's Deposit                                            0
Offering Period Interest Expense to Limited Partners                       0
  Investment Income Pd to LP's                                        28,260
  Return of Capital to LP's                                          189,391
                                                                 ------------
Net Increase (Decrease) in Cash                                      $27,741
Cash at the beginning of the year                                    $57,185
Cash at the end of the year                                          $84,926
Income & Distribution Data for $1,000 Invested Net Income
  CMI (Original Portfolio)  (GAAP Basis)                                 $57
Net Income CMI II (New Portfolio of CMI)  (GAAP Basis)                   $57
Cash Distribution to Investors for $1,000 Invested:  CMI
  (Original Portfolio)
    Income (1)                                                           $21
    Capital (1)                                                         $149
  CMI  II (New Portfolio of CMI)
    Income (1)                                                           $12
    Capital (1)                                                          $74
Federal Income Tax Results for $1,000 Invested Capital
  Ordinary Income from Operations CMI (Original Portfolio)               $84
  Ordinary Income from Operations CMI II (New Portfolio of               $84
    CMI


<FN>
NOTES:
(1)  Based upon years initial capital balances
(2)  CMI II (New Portfolio of CMI I) commenced operation on January 1, 1984
</FN>



                                                           TABLE V
                                               PAYMENT OF MORTGAGE INVESTMENTS
                                               REDWOOD MORTGAGE INVESTORS VIII
                                                 FOR THE THREE YEARS ENDING
                                                      DECEMBER 31, 1996


         SINGLE FAMILY 1-4 UNITS (county)
================= =========== ============ ================== =================== -------------------
PROPERTY              FUNDED    CLOSED ON           MORTGAGE           INTEREST/            PROCEEDS
                                                  INVESTMENT           LATE/MISC             TO DATE
                                                      AMOUNT
================= =========== ============ ================== =================== -------------------


                                                                                  
San Mateo           06/09/93     01/21/94           65000.00             4463.41            69463.41
San Mateo           10/26/93     03/21/94           40000.00             1565.51           41565.51
San Francisco       05/14/93     03/22/94           65000.00             5891.09            70891.09
Sonoma              05/18/93     05/17/94           65000.00             6388.70            71388.70
San Mateo           02/24/94     06/01/94          225000.00             6091.16           231091.16
San Mateo           11/10/93     07/01/94          196800.00            12643.73           209443.73
San Mateo           06/28/94     09/27/94          132000.00             3719.50           135719.50
San Mateo           08/25/94     09/29/94           50000.00              493.15            50493.15
Contra Costa        05/01/93     10/14/94           50000.00             8069.18            58069.18
Sonoma              03/15/94     11/04/94          151875.00            11638.07           163513.07
Santa Clara         06/01/93     03/13/95           99000.00            17191.42           116191.42
San Mateo           07/19/94     06/20/95           40000.00             3076.20            43076.20
Santa Clara         06/04/93     12/31/95          100000.00            26825.94           126825.94
Santa Clara         05/31/95     02/09/96          278207.20           *17936.60           296143.80
San Mateo           10/08/93     02/15/96          130000.00           *29280.87           159280.87
Santa Clara         12/29/94     03/13/96          250000.00           *17701.60           267701.60
San Mateo           02/21/96     05/20/96           58500.00            *1932.93            60432.93
San Mateo           11/15/94     05/30/96          213717.85           *18344.35           232062.20
San Mateo           09/15/95     06/06/96         3277600.49          *355868.81        3,633,469.30
Marin               05/05/94     06/14/96          300000.00           *65081.60           365081.60
Alameda             12/05/95     07/24/96           49753.82            *2853.90            52607.72
Alameda             11/29/94     08/05/96           60000.00           *10253.51            70253.51
Monterey            02/14/95     08/30/96          239507.90           *34227.09           273734.99
Marin               05/11/95     11/06/96           50000.00            *8446.53            58446.53
San Mateo           03/22/94     11/15/96          100000.00           *25983.46           125983.46
Alameda             08/05/94     11/22/96          410000.00           *88249.87           498249.87
San Mateo           04/30/96     12/11/96          453720.67           *25915.39           479636.06
- ----------------- ----------- ------------ ------------------ ------------------- -------------------



         MULTIPLE 5+ UNITS (county)
================= =========== ============ ================== =================== ------------------
PROPERTY              FUNDED    CLOSED ON           MORTGAGE           INTEREST/           PROCEEDS
                                           INVESTMENT AMOUNT           LATE/MISC            TO DATE
================= =========== ============ ================== =================== ------------------
Alameda             04/28/93     12/01/95           50000.00             9239.47           59239.47
San Francisco       07/20/94     01/19/96          175000.00            12148.49          187148.49
Contra Costa        01/06/94     01/19/96         1073720.93           147243.75         1220964.68
Alameda             03/17/95     05/31/96           13000.00             1721.25           14721.25
San Francisco       02/05/96     12/27/96          883750.00           *50570.34          934320.34


- ----------------- ----------- ------------ ------------------ ------------------- ------------------






                                                           TABLE V
                                               PAYMENT OF MORTGAGE INVESTMENTS
                                               REDWOOD MORTGAGE INVESTORS VIII
                                                 FOR THE THREE YEARS ENDING
                                                      DECEMBER 31, 1996


         COMMERICAL (county) CONTINUED
================= =========== ============ ================== =================== ------------------
PROPERTY              FUNDED    CLOSED ON           MORTGAGE           INTEREST/           PROCEEDS
                                           INVESTMENT AMOUNT           LATE/MISC            TO DATE
================= =========== ============ ================== =================== ------------------


                                                                                 
San Mateo           09/30/93     01/01/94          400000.00            10466.61          410466.61
Merced              06/02/93     10/31/94           45000.00             7163.32           52163.32
Alameda             01/14/94     03/17/95          300000.00            34922.50          334922.50
Alameda             10/14/94     05/31/95          310000.00            20774.14          330774.14
Santa Clara         01/26/96     03/21/96         1125000.00           *18882.96         1143882.96
San Francisco       03/19/93     06/28/96          116500.00           *36543.05          153043.05
Santa Clara         12/30/94     06/30/96           95000.00           *15257.72          110257.72
San Francisco       03/10/93     02/15/96          114000.00           *39249.06          153249.06
San Mateo           07/25/94     09/26/96          700000.00          *184662.96          884662.96
Santa Clara         10/31/94     10/01/96          500000.00          *100224.84          600224.84



- ----------------- ----------- ------------ ------------------ ------------------- ------------------
<FN>
* Interest payment for 1996, is shown as gross of mortgage servicing fee. In 1996, the Partnership paid
 $155,912 in such fees to Redwood Mortgage, the mortgage servicing agent.
</FN>




                                                           TABLE V
                                               PAYMENT OF MORTGAGE INVESTMENTS
                                               REDWOOD MORTGAGE INVESTORS VII
                                                 FOR THE THREE YEARS ENDING
                                                      DECEMBER 31, 1996


         SINGLE FAMILY 1-4 UNITS (county)
================= =========== ============ ================== =================== -------------------
PROPERTY              FUNDED    CLOSED ON           MORTGAGE           INTEREST/            PROCEEDS
                                           INVESTMENT AMOUNT           LATE/MISC             TO DATE
================= =========== ============ ================== =================== -------------------


                                                                                 
San Mateo           05/05/92     01/14/94           40000.00             8029.79           48029.79
Santa Clara         08/10/90     03/16/94           75000.00            40842.82          115842.82
San Francisco       05/14/93     03/22/94           15000.00             1359.48           16359.48
San Mateo           05/18/92     04/01/94           32000.00             3432.74           35432.74
San Mateo           06/16/92     04/15/94           60000.00            12607.41           72607.41
SanMateo            03/02/93     04/19/94          100000.00            12205.41          112205.41
San Mateo           06/01/90     04/22/94           91000.00           -13609.71           77390.29
Santa Clara         09/01/93     04/29/94          156750.00             6524.50          163274.50
San Mateo           08/07/92     05/04/94           70000.00            14318.42           84318.42
Sonoma              10/02/91     05/13/94           22000.00             7643.20           29643.20
Solano              03/29/90     06/28/94           44600.00            27937.99           72537.99
Alameda             09/30/91     08/05/94           68987.44            24341.28           93328.72
Sonoma              12/03/90     08/16/94           57000.00            29283.93           86283.93
San Mateo           12/07/92     08/24/94          250000.00            29890.13          279890.13
San Mateo           04/25/90     08/25/94           33000.00            17769.20           50769.20
Alameda             04/28/92     08/31/94          145000.00             3768.21          148768.21
Alameda             08/31/92     09/19/94           77000.00            17401.80           94401.80
Contra Costa        05/01/93     10/14/94           50000.00             8069.18           58069.18
Contra Costa        09/23/92     11/30/94           50000.00            12841.91           62841.91
Mendocino           08/04/92     10/19/94          100000.00            25951.11          125951.11
Solano              09/21/91     02/22/95          294500.00           -19094.98          275405.02
Alameda             08/07/92     03/31/95          135000.00            39743.01          174743.01
San Mateo           08/12/91     03/10/95          196000.00           -17431.30          178568.70
San Mateo           12/11/91     04/18/95           95000.00           -16923.29           78076.71
San Mateo           07/28/93     07/14/95           60000.00            12275.08           72275.08
Alameda             02/23/93     06/13/95          104000.00            27469.23          131469.23
San Mateo           07/26/91     08/21/95           71000.00           -25231.62           45768.38
Monterey            09/18/92     09/27/95          110000.00           -72503.76           37496.24
San Mateo           11/09/93     09/29/95          153000.00            25546.76          178546.76
San Mateo           12/07/93     09/29/95           25000.00             4467.56           29467.56
San Mateo           03/10/95     11/29/95          200000.00            11018.65          211018.65
Santa Clara         06/04/93     12/31/95           25000.00             6858.86           31858.86
Contra Costa        03/17/93     03/29/96           73231.67            *5525.66          78,757.33
Mendocino           08/06/93     03/31/96          300000.00           *93954.87          393954.87
San Mateo           02/21/96     05/20/96           58500.00            *1932.94           60432.94
San Mateo           11/15/94     05/30/96          213717.85           *18705.09          232422.94
Marin               05/05/94     06/14/96          150000.00           *33530.02          183530.02
Santa Clara         10/29/92     07/23/96          209500.00           *83174.41          292674.41
Monterey            02/14/95     08/30/96          239507.90           *35047.91          274555.81
Sonoma              01/26/93     09/26/96           13420.13           *12659.66          26,079.79
Sonoma              01/26/93     09/30/96           13420.13           *12683.14          26,103.27
San Mateo           12/31/89     09/30/96           57959.24           *91871.30         149,830.54


- ----------------- ----------- ------------ ------------------ ------------------- ------------------

                                                           TABLE V
                                               PAYMENT OF MORTGAGE INVESTMENTS
                                               REDWOOD MORTGAGE INVESTORS VII
                                                 FOR THE THREE YEARS ENDING
                                                      DECEMBER 31, 1996


         MULTIPLE 5+ UNITS (county)
================= =========== ============ ================== =================== ------------------
PROPERTY              FUNDED    CLOSED ON           MORTGAGE           INTEREST/           PROCEEDS
                                           INVESTMENT AMOUNT           LATE/MISC            TO DATE
================= =========== ============ ================== =================== ------------------
San Francisco       05/29/90     01/11/95           75000.00           -21412.94           53587.06
San Francisco       12/09/91     10/31/95           25000.00             9554.33           34554.33
Alameda             04/28/93     12/01/95          150000.00            28283.23          178283.23
Contra Costa        01/06/94     01/19/96         1226744.19           194323.82         1421068.01
Alameda             03/17/95     05/31/96           28166.67             3920.62           32087.29
San Mateo           07/15/92     02/16/96          175000.00            75675.23          250675.23
San Francisco       02/05/96     12/27/96          883750.00           *50570.34          934320.34

- ----------------- ----------- ------------ ------------------ ------------------- ------------------


         COMMERICAL (county)
================= =========== ============ ================== =================== ------------------
PROPERTY              FUNDED    CLOSED ON           MORTGAGE           INTEREST/           PROCEEDS
                                           INVESTMENT AMOUNT           LATE/MISC            TO DATE
================= =========== ============ ================== =================== ------------------
San Mateo           02/28/94     01/01/94          690000.00           171369.86          861369.86
San Mateo           07/29/91     02/09/94          105000.00            31793.88          136793.88
Alameda             05/31/93     03/29/94          200000.00          -111073.87           88926.13
Sonoma              07/03/91     06/20/94          117500.00            47064.41          164564.41
Stanislaus          09/10/91     12/19/94          399941.72           118615.34          518557.06
Stanislaus          06/30/94     12/19/94           60000.11             3229.61           63229.72
Stanislaus          09/10/91     12/19/94          399941.72           118615.34          518557.06
San Francisco       07/15/93     12/31/94           10000.00             1007.71           11007.71
Alameda             01/14/94     03/17/95          650000.00            87376.02          737376.02
Shasta              06/06/90     05/10/95          100000.00             3005.47          103005.47
Alameda             02/12/92     11/03/95          240000.00            62538.96          320296.01
Solano              04/30/92     11/30/95          200000.00            37668.49          237904.59
San Francisco       01/25/91     12/15/95           80000.00            50960.94          130960.94
San Mateo           08/28/95     03/19/96          375000.00           *48000.00          423000.00
Santa Clara         01/26/96     03/21/96         1125000.00           *18882.96         1143882.96
San Francisco       03/19/93     06/28/96          129800.00           *46251.69          176051.69
Santa Clara         01/22/92     06/30/96          325000.00          *120178.74          445178.74
San Francisco       04/30/86     09/12/96          600320.06          *866468.12         1466788.18
San Mateo           07/25/94     09/26/96          650000.00          *197114.21          847114.21
Santa Clara         09/28/90     09/30/96          202577.92          *219868.67         422,446.59
Santa Clara         10/31/94     10/01/96          275000.00           *56956.67          331956.67

- ----------------- ----------- ------------ ------------------ ------------------- ------------------

<FN>
* Interest payments received for 1996 are shown as gross of mortgage  servicing fees. The Partnerships  calculated  mortgage
servicing fees were $189,516, however, the General Partners waived $92,249 of the mortgage servicing fee.
</FN>



                                                           TABLE V
                                               PAYMENT OF MORTGAGE INVESTMENTS
                                                REDWOOD MORTGAGE INVESTORS VI
                                                 FOR THE THREE YEARS ENDING
                                                      DECEMBER 31, 1996


         SINGLE FAMILY 1-4 UNITS (county)
================= =========== ============ ================== =================== -------------------
PROPERTY              FUNDED    CLOSED ON           MORTGAGE           INTEREST/            PROCEEDS
                                           INVESTMENT AMOUNT           LATE/MISC             TO DATE
================= =========== ============ ================== =================== -------------------


                                                                                 
San Francisco       01/15/93     01/28/94           45000.00             5374.32           50374.32
Santa Cruz          07/31/91     03/10/94           51000.00            16959.98           67959.98
San Mateo           03/02/93     04/19/94           75000.00             9154.06           84154.06
San Mateo           06/01/90     04/22/94           91000.00           -13570.25           77429.75
Sonoma              05/18/93     05/17/94           25000.00             2457.47           27457.47
Contra Costa        07/26/90     06/06/94           95000.00            50888.89          145888.89
Marin               03/11/93     08/19/94           45000.00             7614.65           52614.65
San Mateo           12/07/92     08/24/94          200000.00            23912.10          223912.10
Contra Costa        05/01/93     10/14/94           62500.00            10086.48           72586.48
Sonoma              12/24/91     11/04/94          168750.00            56286.16          225036.16
Contra Costa        12/19/90     11/10/94           22000.00            10517.42           32517.42
Stanislaus          08/26/92     06/27/94           87500.00            17713.96          105213.96
Alameda             11/23/88     02/10/95           50000.00            37945.22           87945.22
Solano              09/21/92     02/22/95          190016.46           -13169.40          176847.06
ContraCosta         10/30/92     03/02/95           89500.00            15442.55          104942.55
Contra Costa        11/20/90     04/14/95           50000.00              330.88           50330.88
San Mateo           12/11/91     04/18/95            95000.0            16246.05          111246.05
Contra Costa        04/02/91     07/18/95           72000.00           -30261.48           41738.52
Napa                12/22/88     08/31/95          200000.00           160662.42          360662.42
Monterey            09/18/92     09/27/95          100000.00           -65098.70           34901.30
San Mateo           10/17/88     12/08/95           91400.00            79779.21          171179.21
Santa Clara         06/04/93     12/31/95           25000.00             6858.86           31858.86
San Mateo           10/08/93     02/15/96           57425.00           *13219.04           70644.04
Contra Costa        03/17/93     03/29/96           73231.70            *5525.66          78,757.36
San Mateo           03/03/89     03/31/96          160000.00          *102333.91          262333.91
San Mateo           08/12/92     05/15/96          207211.23          *217482.42         424,693.65
Marin               05/05/94     06/14/96          200000.00           *44706.69          244706.69
Santa Clara         10/29/92     07/23/96          209500.00           *83174.41          292674.41
Sonoma              01/26/93     09/26/96           25811.78           *24007.81          49,819.59
Sonoma              01/26/93     09/30/96           25666.55           *24889.91          50,556.46
Santa Cruz          08/20/91     09/31/96          120000.00           *62342.34          182342.34
San Mateo           07/01/88     10/06/96           22500.00           *21468.10           43968.10
San Mateo           06/29/89     10/11/96           69396.16          *113467.71         182,863.87

- ----------------- ----------- ------------ ------------------ ------------------- ------------------

                                                           TABLE V
                                               PAYMENT OF MORTGAGE INVESTMENTS
                                                REDWOOD MORTGAGE INVESTORS VI
                                                 FOR THE THREE YEARS ENDING
                                                      DECEMBER 31, 1996

         MULTIPLE 5+ UNITS (county)
================= =========== ============ ================== =================== ------------------
PROPERTY              FUNDED    CLOSED ON           MORTGAGE           INTEREST/           PROCEEDS
                                           INVESTMENT AMOUNT           LATE/MISC            TO DATE
================= =========== ============ ================== =================== ------------------
Alameda             05/06/88     04/01/94           50000.00            33567.33           83567.33
Sacramento          03/20/92     12/31/94          356750.00          -318741.07           38008.93
San Francisco       05/29/90     01/11/95           75000.00           -21792.60           53207.40
San Francisco       01/13/93     02/03/95           30000.00             7430.37           37430.37
Alameda             04/28/93     12/01/95          100000.00            18853.45          118853.45
Contra Costa        01/06/94     01/19/96          516279.07           *90368.97          606648.04
San Mateo           08/12/92     05/15/96          175000.00           *42482.37          217482.37
Alameda             03/17/95     05/31/96            9750.00            *1322.29           11072.29
San Mateo           07/15/92     02/16/96          100000.00           *43242.94          143242.94

- ----------------- ----------- ------------ ------------------ ------------------- ------------------


         COMMERICAL (county)
================= =========== ============ ================== =================== ------------------
PROPERTY              FUNDED    CLOSED ON           MORTGAGE           INTEREST/           PROCEEDS
                                           INVESTMENT AMOUNT           LATE/MISC            TO DATE
================= =========== ============ ================== =================== ------------------
San Mateo           02/28/92     01/01/94          750000.00           214212.33          964212.33
Alameda             05/31/91     03/29/94          150000.00           -79044.10           70955.90
Sonoma              07/03/91     06/20/94          117500.00            47549.42          165049.42
Sonoma              07/07/89     11/11/94          110000.00            17084.40          127084.40
Stanislaus          09/10/91     12/19/94          299955.53            92990.31          392945.84
Stanislaus          06/30/94     12/19/94           44999.97             2422.20           47422.17
Sonoma              07/06/89     12/31/94          135000.00            93057.01          228057.01
Alameda             01/14/94     03/17/95          225000.00            29899.40          254899.40
Shasta              06/06/90     05/10/95          100000.00             2637.03          102637.03
San Mateo           01/25/91     08/03/95          162500.00            95276.39          257776.39
San Francisco       01/25/91     12/15/95          100000.00            63892.44          163892.44
Alameda             08/03/90     01/30/96          200000.00          *142969.07          342969.07
Santa Clara         02/01/96     03/21/96          392829.43            *6722.72          399552.15
San Francisco       03/19/93     06/28/96          110000.00            *5670.35          115670.35
Santa Clara         09/10/92     06/30/96          100000.00           *45702.20          145702.20
Santa Clara         01/22/92     06/30/96          175000.00           *89015.60          264015.60
San Francisco       04/30/86     09/12/96          149400.14          *214170.66          363570.80
San Mateo           07/25/94     09/26/96          550000.00          *157005.74          707005.74

- ----------------- ----------- ------------ ------------------ ------------------- ------------------

<FN>
* Interest payment received for 1996  shown as gross of Mortgage Servicing Fees. The Partnerships calculated mortgage
servicing fees were $86,344, however, the General Partners waived $41,779 of the mortgage servicing fees.
</FN>



                                                           TABLE V
                                               PAYMENT OF MORTGAGE INVESTMENTS
                                                REDWOOD MORTGAGE INVESTORS V
                                                 FOR THE THREE YEARS ENDING
                                                      DECEMBER 31, 1996

         SINGLE FAMILY 1-4 UNITS (county)
================= =========== ============ ================== =================== -------------------
PROPERTY              FUNDED    CLOSED ON           MORTGAGE           INTEREST/            PROCEEDS
                                           INVESTMENT AMOUNT           LATE/MISC             TO DATE
================= =========== ============ ================== =================== -------------------


                                                                                  
Alameda             05/29/90     02/02/94          156600.00            80234.17           236834.17
Alameda             09/30/91     08/05/94          138000.00            27330.74           165330.74
San Mateo           12/07/92     08/24/94           50000.00             5978.03            55978.03
Sonoma              12/24/91     11/04/94          168750.00            44608.09           213358.09
San Francisco       11/11/92     12/21/94           54000.00            12943.80            66943.80
Contra Costa        02/14/92     04/27/95          264500.00           -44659.84           219840.16
San Mateo           11/04/92     05/22/95           30000.00             9458.37            39458.37
San Mateo           09/28/89     09/03/96           54000.00           *41863.50            95863.50
Sonoma              01/26/93     09/26/96           24030.31           *21893.70           45,924.01
Sonoma              01/26/93    09/3.0/96           24030.32           *22625.93           46,656.25
Marin               01/23/87     12/13/96           60000.00           *57433.82           117433.82
- ----------------- ----------- ------------ ------------------ ------------------- -------------------

         MULTIPLE 5+ UNITS (county)
================= =========== ============ ================== =================== ------------------
PROPERTY              FUNDED    CLOSED ON           MORTGAGE           INTEREST/           PROCEEDS
                                           INVESTMENT AMOUNT           LATE/MISC            TO DATE
================= =========== ============ ================== =================== ------------------
Sacramento          03/20/92     12/31/94          178375.00          -159360.07            19014.93
Santa Clara         09/21/88     06/19/95          100000.00            74156.73           174156.73
Alameda             04/28/93     12/01/95          100000.00            19070.91           119070.91
Contra Costa        01/06/94     01/19/96          187116.28            *7299.89           194416.17
Alameda             03/17/95     05/31/96            3250.00             *452.38             3702.38
- ----------------- ----------- ------------ ------------------ ------------------- -------------------

         COMMERICAL (county)
================= =========== ============ ================== =================== ------------------
PROPERTY              FUNDED    CLOSED ON           MORTGAGE           INTEREST/           PROCEEDS
                                           INVESTMENT AMOUNT           LATE/MISC            TO DATE
================= =========== ============ ================== =================== ------------------
San Mateo           02/28/92     01/01/94          500000.00           132341.61          632341.61
San Mateo           07/29/91     02/09/94          105000.00            32152.51          137152.51
Alameda             05/31/91     03/29/94          100000.00           -60648.08           38351.92
Sonoma              07/07/89     11/11/94          100000.00            15500.18          115500.18
Stanislaus          09/10/91     12/19/94          236759.66            42103.49          278863.15
Stanislaus          06/30/94     12/19/94           18749.99             1009.25           19759.24
Alameda             01/14/94     03/17/95           75000.00             9966.47           84966.47
Shasta              06/06/90     05/10/95           70000.00             2831.72           72831.72
San Francisco       03/19/93     06/28/96           90000.00            *5786.25           95670.35
Santa Clara         09/10/92     06/30/96          150000.00           *69007.73          219007.73
Santa Clara         01/22/92     06/30/96          100000.00           *40642.26           140642.26
San Francisco       04/30/86     09/12/96          304280.17          *224718.72           528998.89
San Mateo           07/25/94     09/26/96          300000.00           *92108.08           392108.08
- ----------------- ----------- ------------ ------------------ ------------------- -------------------

<FN>
* Interest payment received for 1996 shown as gross of Mortgage Servicing Fee. Partnerships calculated mortgage servicing
fees were $40,666, however, the General Partners waived all of the mortgage servicing fees.
</FN>



                                                           TABLE V
                                               PAYMENT OF MORTGAGE INVESTMENTS
                                                REDWOOD MORTGAGE INVESTORS IV
                                                 FOR THE THREE YEARS ENDING
                                                      DECEMBER 31, 1996


         SINGLE FAMILY 1-4 UNITS (county)
================= =========== ============ ================== =================== -------------------
PROPERTY              FUNDED    CLOSED ON           MORTGAGE           INTEREST/            PROCEEDS
                                           INVESTMENT AMOUNT           LATE/MISC             TO DATE
================= =========== ============ ================== =================== -------------------


                                                                                  
San Francisco       09/24/93     01/14/94          272093.02             5648.72           277741.74
Contra Costa        05/29/91     03/09/94           80000.00          -144614.39           -64614.39
San Francisco       05/14/93     03/22/94           20000.00             1812.66            21812.66
San Mateo           12/02/93     06/24/94          326500.00                0.00           326500.00
Stanislaus          08/26/92     06/27/94           87500.00            17713.96           105213.96
Alameda             04/06/90     08/26/94           56000.00            32820.64            88820.64
San Francisco       03/29/91     09/30/94          126000.00           -26456.30            99543.70
Contra Costa        09/23/92     11/30/94           51500.00            13227.17            64727.17
San Mateo           03/03/93     12/08/94           52500.00             9372.86            61872.86
Alameda             03/01/91     12/14/94           35000.00             8275.11           43275.11
Marin               04/29/88     06/02/95           67000.00            55264.42          122264.42
Alameda             03/01/91     12/14/94           35000.00             8275.11           43275.11
Contra Costa        02/14/92     04/27/95          303281.45           257935.00         561,216.45
San Mateo           12/30/94     07/03/95          328583.63            13353.36          341936.99
San Mateo           09/28/89     09/03/96           54000.00           *41577.53           95577.53


- ----------------- ----------- ------------ ------------------ ------------------- ------------------


         MULTIPLE 5+ UNITS (county)
================= =========== ============ ================== =================== ------------------
PROPERTY              FUNDED    CLOSED ON           MORTGAGE           INTEREST/           PROCEEDS
                                           INVESTMENT AMOUNT           LATE/MISC            TO DATE
================= =========== ============ ================== =================== ------------------
Alameda             04/01/86     06/10/94           27193.39            19547.55           46740.94
San Francisco       04/05/89     09/28/94          120000.00            85295.94          205295.94
Contra Costa        10/03/85     11/18/94           46281.93            25250.22           71532.15
Mendocino           06/29/90     12/23/94          353097.43           119341.00          472438.43
San Francisco       05/29/90     01/11/95           50000.00           -13804.88           36195.12
Santa Clara         09/21/88     06/19/95          100000.00            74222.65          174222.65
San Francisco       03/06/91     11/29/95           60000.00            39835.76           99835.76
Alameda             04/28/93     12/01/95          100000.00            18472.90          118472.90
Contra Costa        01/06/94     01/19/96          418604.65           *69501.29          488105.94
San Joaquin         07/11/95     03/19/96          275000.00           *10172.36          285172.36
Alameda             03/17/95     05/30/96            6500.00             *860.62            7360.62
Sacramento          12/16/87     05/30/96          536592.80          *368067.66         904,660.46
Santa Clara         09/28/90     09/30/96          204900.08          *220007.50         424,907.58

- ----------------- ----------- ------------ ------------------ ------------------- ------------------

                                                           TABLE V
                                               PAYMENT OF MORTGAGE INVESTMENTS
                                                REDWOOD MORTGAGE INVESTORS IV
                                                 FOR THE THREE YEARS ENDING
                                                      DECEMBER 31, 1996


         COMMERICAL (county)
================= =========== ============ ================== =================== ------------------
PROPERTY              FUNDED    CLOSED ON           MORTGAGE           INTEREST/           PROCEEDS
                                           INVESTMENT AMOUNT           LATE/MISC            TO DATE
================= =========== ============ ================== =================== ------------------


                                                                                 
San Mateo           02/28/92     01/01/94          650000.00           185650.68          835650.68
Santa Barbara       05/10/94     06/30/94          150000.00             1857.19          151857.19
Stanislaus          09/10/91     12/19/94          499925.87           154983.84          654909.71
Stanislaus          06/30/94     12/19/94           74999.94             4037.00           79036.94
Alameda             01/14/94     03/17/95          250000.00            23414.86          273414.86
Fresno              05/31/85     07/11/95          160000.00           196652.27          356652.27
San Mateo           01/25/91     08/03/95          162500.00            62530.67          225030.67
San Francisco       03/10/93     02/15/96          171000.00           *60864.67          231864.67
San Francisco       04/30/86     09/12/96          830000.78         *1082625.62         1912626.40
San Mateo           07/25/94     09/26/96          200000.00           *58334.75          258334.75
Lake                01/30/91     10/04/96           16000.00           *13245.50           29245.50

- ----------------- ----------- ------------ ------------------ ------------------- ------------------
<FN>
* Interest payment received for 1996 shown as gross mortgage servicing fee. Partnerships calculated mortgage servicing
fees were $85,949, however, the General Partners waived $39,140 of the mortgage servicing fees.
</FN>



                                                           TABLE V
                                               PAYMENT OF MORTGAGE INVESTMENTS
                                               REDWOOD MORTGAGE INVESTORS III
                                                 FOR THE THREE YEARS ENDING
                                                      DECEMBER 31, 1996



         SINGLE FAMILY 1-4 UNITS (county)
================= =========== ============ ================== =================== ------------------
PROPERTY              FUNDED    CLOSED ON           MORTGAGE           INTEREST/           PROCEEDS
                                           INVESTMENT AMOUNT           LATE/MISC            TO DATE
================= =========== ============ ================== =================== ------------------


                                                                           
San Mateo           03/06/87     03/22/94           53000.00            36681.38           89681.38
San Mateo           03/03/93     12/08/94           52500.00             9372.86           61872.86
Santa Clara         03/31/93     03/13/95          110000.00             3733.39          113733.39
Napa                08/31/90     08/31/95           73281.93            44487.64          117769.57
Sonoma              01/26/93     09/24/96            8523.84            *7989.07          16,512.91
Sonoma              01/26/93     09/24/96            8523.84            *8256.88          16,780.72
Santa Cruz          08/20/91     09/31/96           80253.55           *10031.41           90284.96


- ----------------- ----------- ------------ ------------------ ------------------- ------------------


         MULTIPLE 5+ UNITS (county)
- ----------------- ----------- ------------ ------------------ ------------------- ------------------
PROPERTY              FUNDED    CLOSED ON           MORTGAGE           INTEREST/           PROCEEDS
                                           INVESTMENT AMOUNT           LATE/MISC            TO DATE
- ----------------- =========== ============ ================== =================== ------------------
Alameda             05/11/84     06/10/94           33000.00            10860.90           43860.90


- ----------------- ----------- ------------ ------------------ ------------------- ------------------


         COMMERICAL (county)
================= =========== ============ ================== =================== ------------------
PROPERTY              FUNDED    CLOSED ON           MORTGAGE           INTEREST/           PROCEEDS
                                           INVESTMENT AMOUNT           LATE/MISC            TO DATE
================= =========== ============ ================== =================== ------------------
Stanislaus          09/10/91     12/19/94          142055.79            25262.10          167319.89
Stanislaus          06/30/94     12/19/94           11249.99              605.55           11855.54
San Mateo           09/30/92     08/03/95           81250.00            31562.66          112812.66
Santa Clara         12/22/92     09/29/95           40000.00            13206.65           53206.65
Alameda             09/30/95     01/30/96          138015.68            *6530.55          144546.23
Santa Clara         09/10/92     06/30/96           75000.00           *33772.22          108772.22
San Francisco       04/30/86     09/12/96          164999.74          *214521.09          379520.83




- ----------------- ----------- ------------ ------------------ ------------------- ------------------

<FN>
* Interest payment received for 1996 shown as gross of mortgage servicing fee. Partnerships calculated mortgage servicing
fees were $21,286, however, the General Partners waived $6,590 in mortgage servicing fees.
</FN>






                                                           TABLE V
                                               PAYMENT OF MORTGAGE INVESTMENTS
                                                REDWOOD MORTGAGE INVESTORS II
                                                 FOR THE THREE YEARS ENDING
                                                      DECEMBER 31, 1996


         SINGLE FAMILY 1-4 UNITS (county)
================= =========== ============ ================== =================== -------------------
PROPERTY              FUNDED    CLOSED ON           MORTGAGE           INTEREST/            PROCEEDS
                                           INVESTMENT AMOUNT           LATE/MISC             TO DATE
================= =========== ============ ================== =================== -------------------


                                                                            
San Francisco       09/24/93     01/14/94          313953.49             6517.76           320471.25
San Mateo           02/24/94     06/01/94          100000.00             2707.18           102707.18
San Mateo           11/04/94     10/24/95          119000.00            13294.21           132294.21
Marin               01/23/87     12/13/96           50500.01            *6277.71            56777.72




- ----------------- ----------- ------------ ------------------ ------------------- -------------------


         MULTIPLE 5+ UNITS (county)
================= =========== ============ ================== =================== ------------------
PROPERTY              FUNDED    CLOSED ON           MORTGAGE           INTEREST/           PROCEEDS
                                           INVESTMENT AMOUNT           LATE/MISC            TO DATE
================= =========== ============ ================== =================== ------------------
Sacramento          03/20/92     12/31/94           89187.50           -80131.24             9056.26


- ----------------- ----------- ------------ ------------------ ------------------- ------------------


         COMMERICAL (county)
================= =========== ============ ================= =================== ------------------
PROPERTY              FUNDED    CLOSED ON          MORTGAGE           INTEREST/           PROCEEDS
                                                 INVESTMENT           LATE/MISC            TO DATE
                                                     AMOUNT
================= =========== ============ ================= =================== ------------------
San Francisco       04/30/86     09/12/96         291224.54          *262811.34          554035.88
Alameda             01/12/94     12/02/96          30000.00            *7553.14           37553.14




- ----------------- ----------- ------------ ----------------- ------------------- ------------------

<FN>
* Interest payment received for 1996, shown as gross of mortgage servicing fee. In 1996, the Partnership paid $18,314 in
such fees to Redwood Mortgage, the mortgage servicing agent.
</FN>



                                                           TABLE V
                                               PAYMENT OF MORTGAGE INVESTMENTS
                                                 REDWOOD MORTGAGE INVESTORS
                                                 FOR THE THREE YEARS ENDING
                                                      DECEMBER 31, 1996


         SINGLE FAMILY 1-4 UNITS (county)
================= =========== ============ ================== =================== -------------------
PROPERTY              FUNDED    CLOSED ON           MORTGAGE           INTEREST/            PROCEEDS
                                           INVESTMENT AMOUNT           LATE/MISC             TO DATE
================= =========== ============ ================== =================== -------------------


                                                                            
San Francisco       09/24/93     01/14/94          313953.49             6517.76           320471.25
Alameda             09/23/92     05/27/94           22000.00             3985.55            25985.55
San Mateo           02/24/94     06/01/94          100000.00             2707.18           102707.18
Solano              02/22/91     07/07/94           30800.00            14120.56            44920.56
Sonoma              01/26/93     09/24/96            5475.51            *5155.95           10,631.46
Sonoma              01/26/93     09/30/96            5488.04            *5343.29           10,831.33
San Mateo           03/08/91     11/11/94           20000.00            -9009.44            10990.56
Napa                12/22/88     08/31/95           50000.00            40203.57            90203.57

- ----------------- ----------- ------------ ------------------ ------------------- -------------------


         MULTIPLE 5+ UNITS (county)
================= =========== ============ ================== =================== -------------------
PROPERTY              FUNDED    CLOSED ON           MORTGAGE           INTEREST/            PROCEEDS
                                           INVESTMENT AMOUNT           LATE/MISC             TO DATE
================= =========== ============ ================== =================== -------------------
Mendocino           06/29/90     12/23/94           39233.05            13260.11            52493.16
Sacramento          03/20/92     12/31/94           89187.50           -80146.80             9040.70
Alameda             03/17/95     05/31/96            2166.67             *286.88             2453.55




- ----------------- ----------- ------------ ------------------ ------------------- -------------------


         COMMERICAL (county)
================= =========== ============ ================== =================== -------------------
PROPERTY              FUNDED    CLOSED ON           MORTGAGE           INTEREST/            PROCEEDS
                                           INVESTMENT AMOUNT           LATE/MISC             TO DATE
================= =========== ============ ================== =================== -------------------
Alameda             05/31/91     03/29/94           50000.00           -30324.05            19675.95
Alameda             01/14/94     03/17/95           50000.00             6481.93            56481.93
Fresno              05/31/85     07/11/95           75000.00            92143.53           167143.53
Santa Clara         12/22/92     09/29/95           30000.00             9905.00            39905.00
San Francisco       04/30/86     09/12/96          164997.74          *302563.65           467561.39
San Mateo           07/25/94     09/27/96          200000.00           *58334.75           258334.75



- ----------------- ----------- ------------ ------------------ ------------------- -------------------

<FN>
     * Interest payment received for 1996, shown as gross of mortgage  servicing
fee. In 1996, the Partnership paid $24,133 in such fees to Redwood Mortgage, the
mortgage servicing agent.
</FN>




                                                           TABLE V
                                               PAYMENT OF MORTGAGE INVESTMENTS
                                             CORPORATE MORTGAGE INVESTORS I & II
                                                 FOR THE THREE YEARS ENDING
                                                      DECEMBER 31, 1996

         SINGLE FAMILY 1-4 UNITS (county)
================= =========== ============ ================== =================== -------------------
PROPERTY              FUNDED    CLOSED ON           MORTGAGE           INTEREST/            PROCEEDS
                                           INVESTMENT AMOUNT           LATE/MISC             TO DATE
================= =========== ============ ================== =================== -------------------


                                                                            
Alameda             06/13/90     03/04/94           65000.00            33159.13            98159.13
Alameda             06/21/88     03/21/94           23000.00            17133.40            40133.40
San Francisco       02/28/84     04/28/94           23000.00            21022.24            44022.24
San Mateo           09/01/86     05/24/94          254000.00           106221.19           360221.19
Alameda             10/19/92     07/20/94           25000.00             5038.21            30038.21
Contra Costa        05/01/93     10/14/94           75000.00            12103.77            87103.77
San Francisco       03/05/85     04/12/95          172624.22           127435.71           300059.93
San Francisco       05/23/90     07/28/95           50000.00             7856.50            57856.58
San Mateo           01/10/92     08/29/95          130000.00            57349.62           187349.62
Mariposa            01/27/95     09/18/95           77000.00             4351.26            81351.26
Santa Clara         03/31/90     12/04/95           80262.02            56152.77           136414.79
Alameda             01/31/95     01/25/96           80000.00            *8863.88            88863.88
San Mateo           01/31/96     04/29/96          175000.00            *5226.02           180226.02
San Mateo           03/06/90     08/29/96           19000.00           *14725.47            33725.47
San Mateo           09/29/95     09/05/96           70000.00            *8176.88            78176.88
- ----------------- ----------- ------------ ------------------ ------------------- -------------------


         MULTIPLE 5+ UNITS(county)
================= =========== ============ ================== =================== ------------------
PROPERTY              FUNDED    CLOSED ON           MORTGAGE           INTEREST/           PROCEEDS
                                           INVESTMENT AMOUNT           LATE/MISC            TO DATE
================= =========== ============ ================== =================== ------------------
San Francisco       05/23/90     05/15/94          140000.00          -121491.06           18508.94
Alameda             12/06/84     05/20/94          106000.00            34326.10          140326.10
Contra Costa        01/06/94     01/19/96          239534.88           *26161.33          265696.21
Sacramento          12/15/87     05/30/96          102000.00          *-24018.43           77981.57
Alameda             03/17/95     05/31/96            2166.67             *286.88            2453.55
- ----------------- ----------- ------------ ------------------ ------------------- ------------------


         COMMERICAL (county)
================= =========== ============ ================== =================== ------------------
PROPERTY              FUNDED    CLOSED ON           MORTGAGE           INTEREST/           PROCEEDS
                                           INVESTMENT AMOUNT           LATE/MISC            TO DATE
================= =========== ============ ================== =================== ------------------
Marin               09/15/92     10/27/94           30000.00             8321.27           38321.29
San Mateo           12/30/93     01/01/94          100000.00                0.00          100000.00
San Mateo           04/12/90     02/20/95          100000.00            45757.46          145757.46
Alameda             01/14/94     03/17/95           50000.00             6481.93           56481.93
San Francisco       03/19/93     06/28/96           35000.00           *36011.72           71011.72
San Francisco       04/30/86     09/12/96          180025.14           *20073.65          200098.79
Santa Clara         01/31/94     10/01/96          100000.00           *20044.97          120044.97
- ----------------- ----------- ------------ ------------------ ------------------- ------------------

<FN>
     * Interest payment received for 1996, shown as gross of mortgage  servicing
fee. In 1996, the Partnership paid $18,050 in such fees to Redwood Mortgage, the
mortgage servicing agent.
</FN>




                                  ATTACHMENT II
                                       to
                      SUPPLEMENT NO. 1 DATED APRIL 15, 1997



     SUMMARY OF MORTGAGE INVESTMENTS ORIGINATED BY PRIOR LIMITED PARTNERSHIP

     The  following  table  provides  a  summary  of  the  mortgage  investments
originated  by prior  programs of  Affiliates  for the three year period  ending
December  31,  1996.  The last  column of the  following  chart  reflects  total
mortgage investment balances on all mortgage investments for each prior program,
including those which  originated prior to the three year period ending December
31, 1996. This  information  updates the information  provided on page 42 of the
Prospectus.





Name of          Number of       Estimated Total       Outstanding Mortgage           Total Outstanding
Partnership       Mortgage          Amount. of         Investments Balances         Mortgage Investments
                Investments          Mortgage          Originated 01/01/94             Balances as of
                                   Investments             to 12/31/96                 12/31/96 (from
                                                                                         inception)
- --------------- ------------- -- ----------------- -- ----------------------- ---- ------------------------


                                                                                        
CMI                     22          $1,793,266.67               $967,637.85               $1,723,844.18
RMI                     19          $1,031,736.23               $707,917.85               $1,059,115.08
RMI II                  16            $882,764.40               $487,571.07                 $753,477.79
RMI III                 13            $877,562.89               $838,125.94               $1,318,263.50
RMI IV                  24          $5,292,177.80             $3,291,326.75               $7,872,653.41
RMI V                   18          $1,537,170.70               $702,710.55               $3,200,462.96
RMI VI                  33          $7,236,365.18             $4,275,173.65               $9,313,924.02
RMI VII                 46         $16,673,518.67             $7,833,242.90              $12,036,292.73
TOTAL                  191         $35,324,562.54            $19,103,706.56              $37,278,033.67





                                  ATTACHMENT II
                                       to
                      SUPPLEMENT NO. 1 DATED APRIL 15, 1997


                 BREAKDOWN OF PRIOR PROGRAM MORTGAGE INVESTMENTS

     The  following  is  a  breakdown  of  prior  program  mortgage  investments
according to type of deed of trust,  the  location of the property  securing the
mortgage investment,  and the type of property securing the mortgage investment.
This information updates the information contained on page 43 of the Prospectus.


Mortgage Investments

                                                                      
        First Trust Deeds                                     $15,900,987.50
        Second Trust Deeds                                     18,894,575.04
        Third Trust Deeds                                         529,000.00

                                                            =================
Total                                                         $35,324,562.54

Location of Mortgage Investments by County

        Santa Clara                                           $10,487,005.04
        San Mateo                                               5,626,070.00
        San Francisco                                           5,263,250.00
        Stanislaus                                              4,010,000.00
        Alameda                                                 3,085,000.00
        Contra Costa                                            2,290,000.00
        Ventura                                                 1,040,000.00
        Sonoma                                                    546,537.50
        Santa Barbara                                             525,000.00
        Marin                                                     400,500.00
        Monterey                                                  397,000.00
        San Joaquin                                               275,000.00
        Yuba                                                      269,000.00
        Shasta                                                    225,000.00
        Sacramento                                                220,000.00
        San Luis Obispo                                           200,000.00
        Santa Cruz                                                100,000.00
        El Dorado                                                  88,200.00
        Mariposa                                                   77,000.00
        Solano                                                     60,000.00
        Placer                                                     55,000.00
        Other Counties*                                            85,000.00
                                                            -----------------

Total                                                         $35,324,562.54
                                                            =================

Type of Property

        Commercial                                            $15,512,636.00
        Owner Occupied Homes                                    3,579,676.54
        Apartments                                              6,961,250.00
        Non-Owner Homes                                         3,911,000.00
        Raw Land                                                5,360,000.00

Total                                                         $35,324,562.54

*        Napa, Amador




                                 ATTACHMENT III
                                       to
                      SUPPLEMENT NO. 1 DATED APRIL 15, 1997

                              FINANCIAL STATEMENTS
                                       OF
                         REDWOOD MORTGAGE INVESTORS VIII





                         REDWOOD MORTGAGE INVESTORS VIII
                       (A California Limited Partnership)

                              FINANCIAL STATEMENTS
                                DECEMBER 31, 1996
                         (With Auditor's Report Thereon)



                                PARODI & CROPPER
                          CERTIFIED PUBLIC ACCOUNTANTS
                       3658 Mount Diablo Blvd., Suite #205
                               Lafayette CA 94549
                                 (510) 284-3590




                          INDEPENDENT AUDITORS REPORT


THE PARTNERS
REDWOOD MORTGAGE INVESTORS VIII

     We have audited the financial  statements and related  schedules of REDWOOD
MORTGAGE INVESTORS VIII (A California Limited  Partnership)  listed in Item 8 on
form 10-K  including  balance  sheets as of  December  31, 1996 and 1995 and the
statements of income,  changes in partners capital and cash flows for the three
years ended December 31, 1996. These financial statements are the responsibility
of the Partnerships 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 REDWOOD MORTGAGE INVESTORS
VIII as of December  31, 1996 and 1995,  and the results of its  operations  and
cash flows for the three years ended  December  31,  1996,  in  conformity  with
generally accepted  accounting  principles.  Further, it is our opinion that the
schedules  referred to above present fairly the information set forth therein in
compliance  with the  applicable  accounting  regulations  of the Securities and
Exchange Commission.




                              /S/ A. Bruce Cropper
                                PARODI & CROPPER








Lafayette, California
February 28, 1997




                                               REDWOOD MORTGAGE INVESTORS VIII
                                             (A California Limited Partnership)
                                                       BALANCE SHEETS
                                                 DECEMBER 31, 1996 AND 1995

                                                           ASSETS


                                                                          1996                 1995
                                                                     ---------------      ---------------

                                                                                               
Cash                                                                       $664,434             $380,318
                                                                     ---------------      ---------------

Accounts receivable:
  Mortgage Investments, secured by deeds of trust                        15,642,990           12,047,252
  Accrued Interest on Mortgage Investments                                  196,530              113,301
  Advances on Mortgage Investments                                            8,679                8,431
  Accounts receivables, unsecured                                            75,334               71,316
                                                                     ---------------      ---------------
                                                                         15,923,533           12,240,300

  Less allowance for doubtful accounts                                      117,803               39,152
                                                                     ---------------      ---------------
                                                                         15,805,730           12,201,148
                                                                     ---------------      ---------------

Real Estate owned, acquired through foreclosure, at estimated net
  realizable value                                                           66,991                    0
Investment in limited liability corporation, at cost which
  approximates market                                                       191,139                    0
Formation loan due from Redwood Mortgage                                  1,073,706              775,229
Organization costs, less accumulated amortization of $8,125
 and $5,625, respectively                                                     4,375                6,875
Due from related companies                                                      311                3,049
Prepaid expense-deferred loan fee                                            20,720               17,718
                                                                     ---------------      ---------------
 
                                                                        $17,827,406          $13,384,337
                                                                     ===============      ===============


                                              LIABILITIES AND PARTNERS CAPITAL


Liabilities:
  Accounts payable and accrued expenses                                     $20,625               $4,010
  Note payable - bank line of credit                                      1,500,000            1,910,000
  Deferred interest income                                                  217,480                    0
  Subscriptions to partnership in applicant status                          310,937                    0
                                                                     ---------------      ---------------
                                                                          2,049,042            1,914,010

Partner s Capital                                                        15,778,364           11,470,327
                                                                     ---------------      ---------------

                                                                        $17,827,406          $13,384,337
                                                                     ===============      ===============



<FN>
See accompanying notes to financial statements.
</FN>




                                               REDWOOD MORTGAGE INVESTORS VIII
                                             (A California Limited Partnership)
                                                    STATEMENTS OF INCOME
                                         FOR THE THREE YEARS ENDED DECEMBER 31, 1996



                                                                              YEARS ENDED DECEMBER 31,
                                                                  --------------------------------------------------

                                                                       1996              1995              1994
                                                                  ---------------     ------------     -------------
                         
Revenues:
  Interest on Mortgage Investments                                    $1,562,296         $945,573          $450,983
  Interest on bank deposits                                                4,083           13,120            15,739
  Late charges                                                             3,847            3,876             1,704
  Miscellaneous                                                              497            2,211               120
                                                                  ---------------     ------------     -------------
                                                                  ---------------     ------------     -------------
                                                                       1,570,723          964,780           468,546
                                                                  ---------------     ------------     -------------

Expenses:
  Interest on note payable - bank                                        188,638           25,889                 0
  Amortization of loan origination fees                                   11,999            2,531                 0
  Provision for doubtful accounts and losses on real estate
    acquired through foreclosure                                          55,383           26,032            13,120
  Asset management fee - General Partner                                  17,053           11,587             5,906
  Amortization of organization costs                                       2,500            2,500             2,500
  Clerical costs through Redwood Mortgage                                 38,799           22,769            10,664
  Professional services                                                   17,687           16,178            10,244
  Printing, supplies and postage                                           1,192               92               917
  Other                                                                    3,947            1,461               883
                                                                  ---------------     ------------     -------------
                                                                         337,198          109,039            44,234
                                                                  ---------------     ------------     -------------

Income before interest credited to partners in applicant status        1,233,525          855,741           424,312

Interest credited to partners in applicant status                          2,618           18,908            14,443
                                                                  ---------------     ------------     -------------

Net Income                                                           $1,.230,907         $836,833          $409,869
                                                                  ===============     ============     =============

Net income:  To General Partners(1%)                                     $12,309           $8,368            $4,099
                     To Limited Partners (99%)                         1,218,598          828,465           405,770
                                                                  ===============     ============     =============
Total - net income                                                    $1,230,907         $836,833          $409,869
                                                                  ===============     ============     =============

Net income per $1,000 invested by Limited
 Partners for entire period:
- -where income is reinvested and compounded                                  $ 84             $ 83              $ 81
                                                                  ===============     ============     =============

- -where partner receives income in monthly distributions                     $ 81             $ 80              $ 79
                                                                  ===============     ============     =============



<FN>
See accompanying notes to financial statements.
</FN>




                                               REDWOOD MORTGAGE INVESTORS VIII
                                             (A California Limited Partnership)
                                         STATEMENTS OF CHANGES IN PARTNERS CAPITAL
                                         FOR THE THREE YEARS ENDED DECEMBER 31, 1996

                                                                               PARTNERS CAPITAL
                                                         --------------------------------------------------------------
                                       PARTNERS IN                                          UNALLOCATED
                                        APPLICANT          GENERAL          LIMITED         SYNDICATION
                                         STATUS            PARTNERS         PARTNERS           COSTS            TOTAL
                                      --------------     -------------     -----------    ----------------     --------


                                                                                                   
Balances at December 31, 1993               128,772          2,887        2,809,535       (190,342)         2,622,080

Contributions on application              4,560,683              0                0               0                 0

Interest credited to partners in             14,443              0                0               0                 0
applicant status

Upon admission to partnership:
  Interest withdrawn                        (5,774)              0                0               0                 0
  Transfers to Partners  capital         (4,508,824)         4,542        4,504,282               0         4,508,824

Net income                                        0          4,099          405,770               0           409,869
Syndication costs incurred                        0              0             0.00        (81,023)          (81,023)
Allocation  of syndication costs                  0          (347)         (34,349)          34,696                 0
Partners  withdrawals                             0        (3,444)        (165,814)               0         (169,258)
                                         -----------     ----------      -----------     -----------      ------------

Balances at December 31, 1994               189,300          7,737        7,519,424       (236,669)         7,290,492

Contributions on application              3,634,264              0                0               0                 0

Interest credited to partners in             18,908              0                0               0                 0
applicant status

Upon admission to partnership:
  Interest withdrawn                        (7,673)              0                0               0                 0
  Transfers to Partners  capital         (3,834,799)         3,588        3,831,211               0         3,834,799

Net income                                        0          8,368          828,465               0           836,833
Syndication costs incurred                        0              0                0       (175,334)         (175,334)
Allocation of syndication costs                   0          (859)         (85,045)          85,904                 0
Partners  withdrawals                             0        (7,509)        (308,554)               0         (316,063)
Early withdrawal penalties                        0              0            (564)             164             (400)
                                         -----------     ----------      -----------     -----------      ------------

Balances at December 31, 1995                    $0         11,325       11,784,937       (325,935)        11,470,327

Contributions on application              4,172,718              0                0               0                 0

Interest credited to partners in              2,618              0                0               0                 0
applicant status

Upon admission to partnership:
  Interest withdrawn                          (863)              0                0               0                 0
  Transfers to Partners  capital         (3,863,536)         4,224        3,859,312               0         3,863,536

Net income                                        0         12,309        1,218,598               0         1,230,907
Syndication costs incurred                        0           0.00             0.00       (214,689)         (214,689)
Allocation of syndication costs                   0        (1,177)        (116,523)         117,700                 0
Partners  withdrawals                             0       (11,132)        (553,027)               0         (564,159)
Early withdrawal penalties                        0           0.00         (12,108)           4,550           (7,558)
                                         -----------     ----------      -----------     -----------      ------------

Balances at December 31, 1996               310,937         15,549       16,181,189       (418,374)        15,778,364
                                         ===========     ==========      ===========     ===========      ============


<FN>
See accompanying notes to financial statements
</FN>




                                               REDWOOD MORTGAGE INVESTORS VIII
                                             (A Califonira Limited Partnership)
                                                  STATEMENTS OF CASH FLOWS
                                         FOR THE THREE YEARS ENDED DECEMBER 31, 1996

                                                                                YEARS ENDED DECEMBER 31,
                                                                   ---------------------------------------------------

                                                                       1996              1995                1994
                                                                  ---------------    --------------      --------------

Cash flows from operating activities:
                                                                                                          
  Net income                                                          $1,230,907          $836,833            $409,869
  Adjustments to reconcile net income to net cash provided by
       operating activities:
    Amortization of organization costs                                     2,500             2,500               2,500
    Increase in allowance for doubtful accounts.                          78,651            26,032              13,120
    Increase in account payable                                           16,615             4,010                   0
    (Increase) in accrued interest & advances                           (83,477)          (45,334)            (63,008)
    (Increase) decrease in amount due from related companies               2,738           (3,049)               2,493
    (Increase) in deferred loan fee                                      (3,002)          (17,718)                   0
    Increase in deferred interest income                                 217,480                 0                   0
                                                                  ---------------    --------------      --------------
                                                                                     --------------

      Net cash provided by operating activities                        1,462,412           803,274             364,974
                                                                  ---------------    --------------      --------------

Cash flows from investing activities:

  Net (increase) decrease in:
       Mortgage Investments                                          (3,595,738)       (5,562,545)         (4,148,033)
       Formation loan                                                  (298,477)         (249,973)           (319,302)
       Accounts receivables, unsecured                                   (4,018)          (71,316)                   0
       Real estate acquired through foreclosure                         (66,991)                 0                   0
       Investment in limited liability corporation                     (191,139)                 0                   0
                                                                  ---------------    --------------      --------------

      Net cash used in investing activities                          (4,156,363)       (5,883,834)         (4,467,335)
                                                                  ---------------    --------------      --------------

Cash flows from financing activities

 Increase (decrease) in note payable-bank                              (410,000)         1,910,000                   0
 Contributions by partner applicants                                   4,172,718         3,634,264           4,560,683
 Interest credited to partners in applicant status                         2,618            18,908              14,443
 Interest withdrawn by partners in applicant status                        (863)           (7,673)             (5,774)
 Partners withdrawals                                                  (564,159)         (316,063)           (169,258)
 Early withdrawal penalties, net                                         (7,558)             (400)                   0
 Syndication costs incurred                                            (214,689)         (175,334)            (81,023)
                                                                  ---------------    --------------      --------------

      Net cash provided by financing activities                        2,978,067         5,063,702           4,319,071
                                                                  ---------------    --------------      --------------

Net increase in cash equivalents                                         284,116          (16,858)             216,710

Cash - beginning of period                                               380,318           397,176             180,466
                                                                  ---------------    --------------      --------------

Cash - end of period                                                    $664,434          $380,318            $397,176
                                                                  ===============    ==============      ==============

<FN>
See accompanying notes to financial statements.
</FN>



                         REDWOOD MORTGAGE INVESTORS VIII
                       (A California Limited Partnership)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1996

NOTE 1 - ORGANIZATION AND GENERAL

     Redwood Mortgage  Investors VIII, (the Partnership) is a California Limited
Partnership,  of which the General Partners are D. Russell  Burwell,  Michael R.
Burwell and Gymno  Corporation,  a California  corporation owned and operated by
the individual  General  Partners.  The  partnership  was organized to engage in
business as a mortgage lender for the primary purpose of making loans secured by
Deeds of  Trust on  California  real  estate.  Mortgage  Investments  are  being
arranged  and  serviced  by  Redwood  Home Loan Co.  dba  Redwood  Mortgage,  an
affiliate of the General Partners.  At December 31, 1996, the Partnership was in
the offering stage,  wherein contributed capital totalled $15,242,954 in limited
partner contributions of an approved aggregate offering of $45,000,000, in units
of $100 each. Of this amount, $310,937 remained in applicant status.

     A  minimum  of 2,500  units  ($250,000)  and a  maximum  of  150,000  units
($15,000,000)  were initially  offered through  qualified  broker-dealers.  This
initial offering was closed in October,  1996. In December 1996, the Partnership
commenced a second  offering of an  additional  300,000 Units  ($30,000,000)  of
which the total of $310,937  was in applicant  status at December  31, 1996.  As
Mortgage  Investments  are identified,  partners are transferred  from applicant
status to admitted  partners  participating in Mortgage  Investment  operations.
Each months income is  distributed  to partners based upon their  proportionate
share of partners  capital.  Some partners have elected to withdraw  income on a
monthly, quarterly or annual basis.

     A.  Sales  Commissions  -  Formation  Loan Sales  commissions  are not paid
directly  by  the  Partnership  out  of  the  offering  proceeds.  Instead,  the
Partnership will loan to Redwood Mortgage, an affiliate of the General Partners,
amounts to pay all sales  commissions  and amounts  payable in  connection  with
unsolicited  orders.  This loan is referred to as the  Formation  Loan.  It is
unsecured and non-interest bearing.

     The Formation Loan relating to the initial  $15,000,000  offering  totalled
$1,074,840,  which was 7.2% of limited  partners  contributions  of  $14,932,017
(under the limit of 9.1% relative to the initial offering).  It is to be repaid,
without interest,  in ten annual installments of principal,  which must commence
on January 1, following the year the initial offering closes, which was in 1996.

     The Formation Loan relating to the second offering  ($30,000,000)  totalled
$15,384  at  December  31,  1996,   which  was  4.9%  of  the  limited  partners
contributions  of  $310,937.  Sales  commissions  range  from 0% (units  sold by
General Partners) to 9% of gross proceeds. The Partnership  anticipates that the
sales  commissions  will  approximate  7.6% based on the assumption  that 65% of
investors will reinvest earnings, thus generating 9% commissions.  The principal
balance of the Formation  Loan will  increase as  additional  sales of units are
made each  year.  The  amount of the  annual  installment  payment to be made by
Redwood  Mortgage,  during the  offering  stage,  will be  determined  at annual
installments  of one-tenth of the principal  balance of the Formation Loan as of
December 31 of each year.  Such payment  shall be due and payable by December 31
of the  following  year with the first such  payment to be made by December  31,
1997. Upon  completion of the offering,  the balance will be repaid in ten equal
annual installments.

The following summarizes Formation Loan transactions to December 31, 1996:


                                               Initial              Subsequent             Total
                                             Offering of           Offering of
                                             $15,000,000           $30,000,000
                                            ---------------       ---------------      ---------------


                                                                                         
Limited Partner contributions                  $14,932,017              $310,937          $15,242,954
                                            ===============       ===============      ===============

Formation Loan made                             $1,074,840                15,384            1,090,224
Payments to date                                   (8,960)                     0              (8,960)
Early withdrawal penalties applied                 (7,558)                     0              (7,558)
                                            ---------------       ---------------      ---------------

Balance December 31, 1996                       $1,058,322               $15,384           $1,073,706
                                            ===============       ===============      ===============

Percent loaned of Partners contributions              7.2%                  4.9%                 7.2%
                                            ===============       ===============      ===============



     B. Other  Organizational and Offering Expenses  Organizational and offering
expenses, other than sales commissions,  (including printing costs, attorney and
accountant fees,  registration and filing fees and other costs), will be paid by
the Partnership.

     Through  December 31, 1996,  organization  costs of $12,500 and syndication
costs of  $670,610  had been  incurred  by the  Partnership  with the  following
distribution:


                                             Syndication Costs
                                --------------------------------------------
                                         Offering
                                ----------------------------
                                 Initial         Subsequent                     Organization
                                15,000,000       30,000,000        Total           Costs           Total
                                -----------      -----------     -----------      ---------      ----------


                                                                                        
Costs incurred                    $569,865          100,745         670,610         12,500         683,110
Early withdrawal penalties         (4,714)                0         (4,714)              0         (4,714)
applied
Allocated and amortized to       (247,522)                0       (247,522)        (8,125)       (255,647)
date

                                ----------- ---- ----------- --- ----------- ---- --------- ---- ----------

December 31, 1996 balance         $317,629          100,745         418,374          4,375         422,749
                                =========== ==== =========== === =========== ==== ========= ==== ==========


     Organization  and syndication  costs  attributable to the initial  offering
($15,000,000)  were  limited  to the  lesser  of 10% of the  gross  proceeds  or
$600,000 with any excess being paid by the General  Partners.  Applicable  gross
proceeds were $14,932,017.  Related  expenditures  totalled  $582,365  ($569,865
syndication costs plus $12,500 organization expense) or 3.90%.

     As of December 31, 1996,  syndication costs  attributable to the subsequent
offering  ($30,000,000)  totalled  $100,745,  with  the  costs  of the  offering
document being greater at the initial stages.  The syndication  costs payable by
the  Partnership  are  estimated to be  $1,200,000 if the maximum is sold (4% of
$30,000,000).  The General Partners will pay any syndication expenses (excluding
selling  commissions)  in  excess  of ten  percent  of  the  gross  proceeds  or
$1,200,000.

                         REDWOOD MORTGAGE INVESTORS VIII
                       (A California Limited Partnership)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1996

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Revenues and expenses are accounted for on the accrual basis of accounting.

     The Partnership  bears its own  organization  and syndication  costs (other
than certain sales  commissions  and fees described  above)  including legal and
accounting  expenses,   printing  costs,  selling  expenses,  and  filing  fees.
Organizational  costs have been  capitalized  and will be amortized  over a five
year period.  Syndication  costs are charged against  partners  capital and are
being  allocated  to  individual   partners   consistent  with  the  partnership
agreement.

     When  property  is  acquired  through  foreclosure,  it is held for sale to
return the funds to the Mortgage Investment portfolio. Such property is recorded
at cost which includes the principal  balance of the former Mortgage  Investment
made by the Partnership, plus accrued interest, payments made to keep the senior
loans current,  costs of obtaining title and possession,  less rental income, or
at estimated net realizable value, if less. The difference  between such costs
and  estimated net  realizable  value is included in an allowance for losses and
deducted from cost in the Balance Sheet to arrive at the carrying  value of such
property. ($66,991 at December 31, 1996).

     Mortgage  Investments and the related accrued  interest,  fees and advances
are  analyzed  on a  continuous  basis  for  recoverability.  Delinquencies  are
identified and followed as part of the Mortgage  Investment  system. A provision
is made for doubtful account to adjust the allowance for doubtful accounts to an
amount  considered  by  management  to be adequate to provide for  unrecoverable
accounts receivable.

     In  preparing  the  financial  statements,  management  is required to make
estimates based on the information available that affect the reported amounts of
assets and  liabilities  as of the balance  sheet date and revenues and expenses
for the related periods.  Such estimates relate principally to the determination
of the allowance for doubtful accounts and the valuation of real estate acquired
through  foreclosure.  Actual  results  could  differ  significantly  from these
estimates.

     No  provision  for  Federal  and  State  income  taxes  will be made in the
financial  statements  since income taxes are the  obligation of the partners if
and when income taxes apply.

     Amounts  reflected  in the  statements  of income as net  income per $1,000
invested by Limited Partners for the entire period are actual amounts  allocated
to Limited  Partners who have their  investment  throughout  the period and have
elected to either  leave their  earnings to compound or have  elected to receive
monthly  distributions of their net income.  Individual income is allocated each
month  based on the  Limited  partners  pro rata  share of  Partners  Capital.
Because the net income percentage varies from month to month, amounts per $1,000
will vary for those  individuals  who made or  withdrew  investments  during the
period,  or select other  options.  However,  the net income per $1,000  average
invested  has  approximated  those  reflected  for those whose  investments  and
options have remained constant.

NOTE 3 - GENERAL PARTNERS AND RELATED PARTIES

     The following are commissions and/or fees which will be paid to the General
Partners and/or related parties.

     A. Mortgage  Brokerage  Commissions For fees in connection with the review,
selection,  evaluation,   negotiation  and  extension  of  Partnership  Mortgage
Investments  in an amount up to 12% of the Mortgage  Investments  until 6 months
after  the  termination  date  of  the  offering.   Thereafter,  loan  brokerage
commissions  will  be  limited  to an  amount  not to  exceed  4% of  the  total
Partnership  assets per year.  The loan  brokerage  commissions  are paid by the
borrowers,  and  thus,  not an  expense  of the  Partnership.  REDWOOD  MORTGAGE
INVESTORS VIII (A California Limited  Partnership) NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996

     B. Mortgage  Servicing Fees Monthly mortgage servicing fees of up to 1/8 of
1% (1.5% annual) of the unpaid principal,  is paid to Redwood Mortgage,  or such
lesser amount as is reasonable  and customary in the  geographic  area where the
property securing the mortgage is located. Currently, such servicing fees are at
1/12 of 1% per month (1%  annually).  Amounts  remitted to the  Partnership  and
recorded  as  interest on  Mortgage  Investments  is net of such fees.  In 1994,
$15,278 of the total  mortgage  servicing fees of $44,405 were waived by Redwood
Mortgage.  In 1995,  and 1996,  Redwood  Mortgage  received  the total  mortgage
servicing fees earned of $85,456 and $155,912 respectively.

     C. Asset Management Fee The General Partners will receive a monthly fee for
managing the Partnerships Mortgage Investment portfolio and operations equal to
1/32 of 1% of the net asset value (3/8 of 1% annual). Fees were reduced by the
General  Partners  from  $17,718 to $5,906 in 1994,  with the  difference  being
waived.  In 1995,  and 1996,  fees were reduced from $34,773 to $11,587 and from
$51,158  to  $17,053  respectively,  with the  differences  being  waived by the
General Partners.

     D. Other Fees The  Partnership  Agreement  provides  for other fees such as
reconveyance,  mortgage  assumption and mortgage  extension  fees. Such fees are
incurred  by the  borrowers  and are  paid to  parties  related  to the  General
Partners.

     E.  Income and Losses All income will be credited or charged to partners in
relation to their respective partnership interests.  The partnership interest of
the General Partners (combined) shall be a total of 1%.

     F.  Operating  Expenses The General  Partners or their  affiliate  (Redwood
Mortgage) are reimbursed by the Partnership for all operating  expenses actually
incurred by them on behalf of the  Partnership,  including  without  limitation,
out-of-pocket general and administration expenses of the Partnership, accounting
and audit fees,  legal fees and expenses,  postage and preparation of reports to
Limited Partners. Such reimbursements are reflected as expenses in the Statement
of Income.

     The General  Partners  collectively or severally were to contribute 1/10 of
1% in cash  contributions  as proceeds from the offering are admitted to limited
Partner capital.  As of December 31, 1996 a General Partner,  GYMNO Corporation,
had  contributed  $15,241,  as capital in accordance with Section 4.02(a) of the
Partnership Agreement.

NOTE 4 - OTHER PARTNERSHIP PROVISIONS

     A. Applicant  Status  Subscription  funds received from purchasers of units
are not admitted to the Partnership until appropriate lending  opportunities are
available.  During  the  period  prior  to  the  time  of  admission,  which  is
anticipated  to be between 1-120 days in most cases,  purchasers  subscriptions
will remain  irrevocable and will earn interest at money market rates, which are
lower  than the  anticipated  return on the  Partnerships  Mortgage  Investment
portfolio.


                         REDWOOD MORTGAGE INVESTORS VIII
                       (A California Limited Partnership)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1996

     During the periods  ending  December 31,  1996,  1995,  and 1994,  interest
totalling $2,618, $18,908 and $14,443 respectively,  was credited to partners in
applicant  status.   As  Mortgage   Investments  were  made  and  partners  were
transferred  to  regular  status  to  begin  sharing  in  income  from  Mortgage
Investments  secured by deeds of trust, the interest credited was either paid to
the  investors  or  transferred  to  partners  capital  along with the original
investment.

     B. Term of the Partnership The term of the Partnership is  approximately 40
years,  unless sooner  terminated  as provided.  The  provisions  provide for no
capital  withdrawal for the first five years,  subject to the penalty  provision
set forth in (E) below. Thereafter,  investors have the right to withdraw over a
five-year period, or longer.

     C.  Election to Receive  Monthly,  Quarterly or Annual  Distributions  Upon
subscriptions,  investors elect either to receive  monthly,  quarterly or annual
distributions of earnings allocations, or to allow earnings to compound. Subject
to certain limitations, an investor may subsequently change his election.

     D. Profits and Losses  Profits and losses are  allocated  among the Limited
Partners according to their respective capital accounts after 1% is allocated to
the General Partners.

     E.  Liquidity,   Capital   Withdrawals  and  Early  Withdrawals  There  are
substantial   restrictions  on  transferability  of  Units  and  accordingly  an
investment in the  Partnership  is illiquid.  Limited  Partners have no right to
withdraw from the  partnership or to obtain the return of their capital  account
for at least one year from the date of purchase of Units.  In order to provide a
certain degree of liquidity to the Limited  Partners after the one-year  period,
Limited  Partners may withdraw all or part of their  Capital  Accounts  from the
Partnership  in four  quarterly  installments  beginning  on the last day of the
calendar  quarter  following  the quarter in which the notice of  withdrawal  is
given,  subject to a 10% early withdrawal penalty. The 10% penalty is applicable
to the  amount  withdrawn  as stated in the  Notice  of  Withdrawal  and will be
deducted from the Capital Account and the balance  distributed in four quarterly
installments.  Withdrawal  after the  one-year  holding  period  and  before the
five-year  holding period will be permitted only upon the terms set forth in the
Partnership Agreement.

     Limited Partners will also have the right after five years from the date of
purchase of the Units to withdraw from the partnership on an installment  basis,
generally  over a five year  period in twenty  (20)  quarterly  installments  or
longer.  Once this five year  period  expires,  no  penalty  will be  imposed if
withdrawal   is  made  in  twenty  (20)   quarterly   installments   or  longer.
Notwithstanding  the  five-year  (or  longer)  withdrawal  period,  the  General
Partners will liquidate all or part of a Limited  Partners  capital  account in
four quarterly  installments  beginning on the last day of the calendar  quarter
following the quarter in which the notice of  withdrawal is given,  subject to a
10% early withdrawal  penalty applicable to any sums withdrawn prior to the time
when such sums could have been  withdrawn  pursuant to the five-year (or longer)
withdrawal period.

     The Partnership will not establish a reserve from which to fund withdrawals
and,  accordingly,  the  Partnerships  capacity  to return a Limited  Partners
capital is restricted to the availability of Partnership cash flow.



                         REDWOOD MORTGAGE INVESTORS VIII
                       (A California Limited Partnership)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1996

     F.  Guaranteed   Interest  Rate  For  Offering  Period  During  the  period
commencing  with the day a Limited  Partner is admitted to the  Partnership  and
ending 3 months after the offering  termination date, the General partners shall
guarantee an earnings rate equal to the greater of actual earnings from mortgage
operations or 2% above The Weighted Average cost of Funds Index for the Eleventh
District Savings Institutions (Savings & Loan & Thrift Institutions) as computed
by the  Federal  Home Loan Bank of San  Francisco  on a monthly  basis,  up to a
maximum  interest  rate  of  12%.  To  date,  actual  realization  exceeded  the
guaranteed amount for each month.

NOTE 5- LEGAL PROCEEDINGS

The Partnership is not a defendant in any legal actions.

NOTE 6 - NOTE PAYABLE - BANK LINE OF CREDIT

     The  Partnership  has a bank line of credit of up to $5,000,000 at .5% over
prime secured by its Mortgage  Investment  portfolio.  The note payable balances
were $1,500,000 and $1,910,000 at December 31, 1996, and 1995, respectively, and
the interest rate was 8.75% at December 31, 1996, (8.25% prime plus .50%).

NOTE 7 - INVESTMENT IN LIMITED LIABILITY CORPORATION

     As a result of acquiring real property through foreclosure, the Partnership
has  contributed  its  interest   (principally  land)  to  a  Limited  Liability
Corporation  which will complete the  construction  and sell the  property.  The
Partnership expects to realize a profit from the venture.

NOTE 8 - ASSET CONCENTRATIONS AND CHARACTERISTICS

     The  Mortgage  Investments  are  secured  by  recorded  deeds of trust.  At
December  31,  1996,  there were 50 Mortgage  Investments  outstanding  with the
following characteristics:

Number of Mortgage Investments outstanding                              50
Total Mortgage Investments outstanding                         $15,642,990

Average Mortgage Investment outstanding                           $312,860
Average Mortgage Investment as percent of total                       2.00%
Average Mortgage Investment as percent of Partners Capital            1.98%

Largest Mortgage Investment outstanding                          $1,450,000
Largest Mortgage Investment as percent of total                        9.27%
Largest Mortgage Investment as percent of Partners Capital             9.19%

Number of counties where security is located (all California)            16
Largest percentage of Mortgage Investments in one county              20.84%
Average Mortgage Investment to appraised value of security at time
loan was consummated                                                  58.21%

Number of Mortgage Investments in foreclosure status                      1
Amount of Mortgage Investments in foreclosure                      $118,811

     The cash  balance at December  31,  1996 of  $664,434  was in one bank with
interest  bearing  balances  totalling  $605,871.  The  balances  exceeded  FDIC
insurance limits (up to $100,000 per bank) by $564,434.


                                  ATTACHMENT IV
                                       to
                      SUPPLEMENT NO. 1 DATED APRIL 15, 1997

                              FINANCIAL STATEMENTS
                                       of
                                GYMNO CORPORATION




                                GYMNO CORPORATION
                              FINANCIAL STATEMENTS
                       DECEMBER 31, 1996 AND JUNE 30, 1996
                         (With Auditors Report Thereon)


                                PARODI & CROPPER
                          CERTIFIED PUBLIC ACCOUNTANTS
                     3658 MOUNT DIABLO BOULEVARD, SUITE #205
                           LAFAYETTE, CALIFORNIA 94549

                                 (510) 284-3590
                               FAX (510) 284-3593



                          INDEPENDENT AUDITORS REPORT




BOARD OF DIRECTORS
GYMNO CORPORATION

     We have audited the accompanying  balance sheets of GYMNO Corporation as of
December  31,  1996,  and June 30, 1996,  and the related  statements  of income
(loss),  stockholders  equity and cash flows for the periods then ended.  These
financial  statements are the  responsibility of the Companys  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  positions of GYMNO  Corporation as of
December 31, 1996, and June 30, 1996, and the results of its operations and cash
flows  for  the  periods  then  ended  in  conformity  with  generally  accepted
accounting principles.


                              /S/ Parodi & Cropper
                                PARODI & CROPPER








Lafayette, California
March 15, 1997



                                                      GYMNO CORPORATION
                                                       BALANCE SHEETS
                                             DECEMBER 31, 1996 AND JUNE 30, 1996


                                                           ASSETS



                                                                         DECEMBER 31,           JUNE 30,
                                                                             1996                 1996
                                                                       -----------------    -----------------
                                                                                                   
Cash and equivalents                                                             $1,666                 $398
Deferred income tax benefits                                                        120                  120
                                                                       -----------------    -----------------

          Total current assets                                                    1,786                  518
                                                                       -----------------    -----------------

Investment in partnerships, at net equity:
     Redwood Mortgage Investors IV                                                7,500                7,500
     Redwood Mortgage Investors V                                                 5,000                5,000
     Redwood Mortgage Investors VI                                                9,773                9,773
     Redwood Mortgage Investors VII                                              12,648               12,748
     Redwood Mortgage Investors VIII                                             15,241               12,270
                                                                       -----------------    -----------------
                                                                                 50,162               47,291

                                                                       -----------------    -----------------

                                                                                $51,948              $47,809
                                                                       =================    =================

                                            LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities:
     Accounts payable - Stockholders                                               $436                 $436
     Accounts payable                                                             2,311                1,000
     Accrued income taxes                                                           710                  357
     Loan from Redwood Mortgage at 8% interest                                    7,518                4,000
                                                                         ---------------    -----------------

          Total current liabilities                                              10,975                5,793
                                                                         ---------------    -----------------

Stockholders' Equity:
     Common stock at stated value:
       Authorized 1,000,000 shares of no par value
         issued and outstanding 500 shares                                        5,000                5,000
     Paid-in surplus                                                              7,500                7,500
     Retained earnings                                                           28,473               29,516
                                                                         ---------------    -----------------

         Total stockholders' equity                                              40,973               42,016
                                                                         ---------------    -----------------

                                                                                $51,948              $47,809
                                                                         ===============    =================


<FN>
See accompanying notes to financial statements.
</FN>




                                                      GYMNO CORPORATION
                                                    STATEMENTS OF INCOME
                                           SIX MONTHS ENDED DECEMBER 31, 1996 AND
                                                  YEAR ENDED JUNE 30, 1996



                                                                      SIX MONTHS
                                                                        ENDED                  YEAR ENDED
                                                                     DECEMBER 31,               JUNE 30,
                                                                         1996                     1996
                                                                  -------------------       -----------------

REVENUE
                                                                                                   
     Partnership earnings - as General Partner                                $5,971                 $11,275
     Reconveyance fees                                                         2,800                   3,360
     Other partnership earnings                                                   21                      74
                                                                                            -----------------
                                                                  -------------------

                                                                               8,792                  14,709
                                                                                            -----------------
                                                                  -------------------

EXPENSES
     Management services - Stockholders                                        3,303                   7,516
     Contracted services - Redwood Mortgage                                        0                     672
     Professional Services                                                     4,417                   3,421
     Interest expense                                                            195                     320
     Recording Fees                                                              200                       0
     Other                                                                         0                      10
                                                                  -------------------       -----------------
                                                                               8,115                  11,939


Income before provision for income taxes                                         677                   2,770
                                                                  -------------------       -----------------

Provision for income taxes:
     California                                                                  800                     800
     Federal                                                                     920                     417
                                                                  -------------------       -----------------
                                                                               1,720                   1,217
                                                                  -------------------       -----------------

Net income (loss)                                                           $(1,043)                  $1,553
                                                                  ===================       =================

Per share (500 shares)                                                       $(2.09)                   $3.11
                                                                  ===================       =================




<FN>
See accompanying notes to financial statements.
</FN>




                                                      GYMNO CORPORATION
                                             STATEMENTS OF STOCKHOLDERS' EQUITY
                                           SIX MONTHS ENDED DECEMBER 31, 1996 AND
                                                  YEAR ENDED JUNE 30, 1996




                                                 Common Stock            Paid-In        Retained
                                            -----------------------
                                              Shares        Amount        Surplus        Earnings          Total


                                                                                              
Balances - June 30, 1995                        500#        $5,000         $7,500         $27,963        $40,463

Net income for the year ended June 30,             0             0              0           1,553          1,553
1996
                                            ---------     ---------      ---------      ----------     ----------

Balances - June 30, 1996                        500#         5,000          7,500          29,516         42,016

Net income (loss) for the six months ended
  December 31, 1996                              -0-           -0-            -0-           1,043          1,043
                                            ---------     ---------      ---------      ----------     ----------

Balances - December 31, 1996                    500#        $5,000         $7,500         $28,473        $40,973
                                            =========     =========      =========      ==========     ==========






<FN>
See accompanying notes to financial statements.
</FN>





                                                      GYMNO CORPORATION
                                                  STATEMENTS OF CASH FLOWS
                                           SIX MONTHS ENDED DECEMBER 31, 1996 AND
                                                  YEAR ENDED JUNE 30, 1996

                                                                        DECEMBER 31,            JUNE 30,
                                                                            1996                  1996
                                                                     -------------------    -----------------


Cash flows from operating activities:
                                                                                                   
     Net income (Loss)                                                         $(1,043)               $1,553
     Adjustments to reconcile net income to net cash
          provided by operating activities:
         (Increase) decrease in recoverable income taxes                              0                  922
         Increase   (decrease)  in  accounts  payable  and  accrued               1,664                  357
liabilities
                                                                     -------------------    -----------------

                                                                                    621                2,832
                                                                     -------------------    -----------------

Cash flows from investing activities:
    (increase) decrease in:
         Cash invested in partnerships                                          (2,871)              (3,810)
                                                                     -------------------    -----------------

Cash flows for financing activities:
     Increase (decrease) in:
         Loan from Redwood Mortgage                                               3,518                    0
                                                                     -------------------    -----------------

Net increase (decrease) in cash equivalents                                       1,268                (978)

Cash equivalents at beginning of year                                               398                1,376
                                                                     -------------------    -----------------

Cash equivalents at end of year
         (consisting of cash in bank)                                            $1,666                 $398
                                                                     ===================    =================




<FN>
See accompanying notes to financial statements.
</FN>




                                GYMNO CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1996


     NOTE 1 - ORGANIZATION  GYMNO  Corporation (the Company) was formed in July,
1986 by D. Russell Burwell and Michael R. Burwell,  each owning 250 shares,  for
the  purpose of serving  as  corporate  General  Partner of  California  limited
partnerships,  (presently  Redwood Mortgage Investors I, II, III, IV, V, VI, VII
and VIII) which invest in  high-yield  debt  instruments,  primarily  promissory
notes secured by deeds of trust on California real estate.

     As corporate General Partner, the Company receives management fees and/or a
small  percentage  of income for its services  which are  performed by the stock
holders.  In  addition,  the  company  receives  reconveyance  fees for which it
contracts  with  Redwood  Mortgage  at 20% of such  fees.  Redwood  Mortgage  is
controlled by D. Russell Burwell.

     The Company has also  acquired  limited  partnership  interests  in Redwood
Mortgage Investors IV and VII. The Company receives  investment income from such
limited  partnership  interests.  At June  30,  1996,  the  limited  partnership
interest in Redwood Mortgage Investors IV had been liquidated.

     NOTE  2  -  SUMMARY  OF  ACCOUNTING  POLICIES  The  accompanying  financial
statements  were prepared on the accrual basis of accounting  wherein revenue is
recognized when earned and expenses are recognized when incurred.

     Earnings per share,  included in the statements of income,  were calculated
by  dividing  net  income  by  the  weighted  average  of  common  stock  shares
outstanding during the period.  There is only one class of shares (common stock)
and there are no provisions or agreements which could dilute earnings per share.

     During  1996,  GYMNO  changed  its  corporate  tax year end from June 30 to
December 31. This change facilitates the accounting for GYMNO which is a general
partner in eight mortgage  investing  limited  partnerships  which have calendar
year requirements.  Because of the change in fiscal year, the attached financial
statements reflect results for the six months ended December 31, 1996.





                                                      GYMNO CORPORATION
                                                NOTES TO FINANCIAL STATEMENTS
                                                      DECEMBER 31, 1996



     NOTE 3 - INCOME  TAXES The  following  reflects  the  income  taxes for the
periods ending December 31, 1996 and June 30, 1996:



                                                SIX MONTHS ENDED                     YEAR ENDED
                                               DECEMBER 31, 1996                    JUNE 30, 1996


                                       CALIFORNIA            FEDERAL       CALIFORNIA         FEDERAL
                                       --------------       -----------    --------------     -----------


                                                                                         
Income before provision for income taxes        $677               677           $2,770            2,770
Nondeductible expenses                             0                 0                0                0
State Tax deduction:
         Prior fiscal year tax                     0             (800)                0            (800)
Taxable income differential-partnerships       6,276             6,254              832              812
                                          -----------       -----------      -----------      -----------

Taxable income                                 6,953             6,131            3,602            2,782
                                          -----------       -----------      -----------      -----------

Tax rate (California $800 minimum)              9.3%               15%             9.3%              15%
                                          -----------       -----------      -----------      -----------

Income tax expense                              $800              $920             $800             $417
                                          ===========       ===========      ===========      ===========

Above tax liability                             $800               920             $800              417

Estimated tax payments                           800               210              800               60
                                          -----------       -----------      -----------      -----------

Income tax liability (recoverable)                $0              $710               $0             $357
                                          ===========       ===========      ===========      ===========

Total liability (recoverable)                   $710                               $357
                                          ===========                        ===========



<FN>
California  income  taxes were  determined  at the  greater of 9.3% of taxable  income or the  minimum tax ($800) and Federal
income taxes were determined at the applicable Federal rate (15%).

Deferred income taxes are based on timing  differences in deductions for California  income taxes which are deductible in the
year after they apply (i.e.  - fiscal year 1996 taxes are  deductible  in 1997).  At both June 30, 1996 and December 31, 1996
there were deferred  income tax benefits of $120 relating to the $800  California  Franchise Tax  deductible in the following
year.
</FN>