As filed with the Securities and Exchange Commission
                                on April 29, 1998
                           Registration No. 333-13113
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                          POST-EFFECTIVE AMENDMENT NO6
                                  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 (650) 365-5341
          (Address and telephone number of principal executive offices)

   650 El Camino Real, Suite G, Redwood City, California 94063 (650) 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 (650) 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
                               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. 4 dated
                     to the Prospectus Dated April 24, 1998
    

                        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, and replaces in their entirety Supplements Number 1, Number 2,
and Number 3. 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  $569,865 in
syndication costs, which was 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 are
paid directly to the Partnership.

   
     As of December  31,  1997,  the  Partnership  had  received  $5,557,659  of
subscriptions  in connection with its second  offering  bringing total aggregate
subscriptions  to  $20,489,676.  As set  forth  below  in the  section  of  this
Supplement  entitled  Description  of  Open  Loans  for the  Partnership  as of
December 31, 1997 the Partnership had outstanding  Mortgage  Investments  with a
total principal balance of $25,304,989. As of December 31, 1997, the Partnership
had, in connection  with its second  offering of $30,000,000 of Units,  incurred
approximately $0.00 in organizational costs and $291,166 in 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,  1997.  Additionally,  the
financial statements of Gymno Corporation,  the corporate general partner,  have
been updated to December 31, 1997, and, 1996, are included as Attachment IV.

     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  lends 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
$124,042  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 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 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 the year following the
year the offering  terminates.  As of,  December 31, 1997, the  Partnership,  in
connection with the Second Formation Loan, had lent $435,895 to Redwood Mortgage
from the offering proceeds to pay sales commissions.
    


     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 will in turn 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.

   
     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,  1997,  the  Partnership  had
received a total of  $5,557,659  in new  subscriptions  in  connection  with its
second offering. The aggregate combined subscriptions total $20,489,676.
    



   
     5.  Compensation  of General  Partners.  For the period from  inception  to
December 31, 1997, 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                         $465,688
- --------------------- -------------------------------------------- ------------
                                                                       
General Partner    Asset Management Fee for managing assets             $59,704
- ------------------------------------------------------------------ ------------
                                                                         
General Partner  1% interest in profits, losses and distributions
                  of cash available for distribution                    $39,356
- --------------------- --------------------------------------------- ------------

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

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

Redwood Mortgage     Mortgage Brokerage Commission for services in
                    connection with review, selection, evaluation.   $1,883,329
                                               
- --------------------- --------------------------------------------- ------------

Redwood Mortgage   Processing and Escrow Fees for services in 
                   connection with notary, document preparation, credit   
                    investigation and escrow fees.                      $45,244
                                
- --------------------- ----------------------------------------------------------


   
     6.  Description  of Open Mortgage  Investments  For The  Partnership  As Of
December 31, 1997. As ofDecember 31, 1997, the Partnership had outstanding fifty
five(55)  Mortgage  Investments with a principal  outstanding  balance totalling
$25,304,989.  The original  amount of the outstanding  Mortgage  Investments was
$28,678,280.  The following chart summarizes the original  principal amounts and
characteristics  of  Mortgage  Investments  made by the  Partnership  up through
December 31, 1997.
    


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

Single Family Residences (county)

- ------------------------------------ -------- -------- ----------------- ----------------- -----------------
                                                                                         
San Francisco 2     $     266,462                 0      $       39,000       $   411,000            74.32%
Contra Costa 2            255,604                 0              62,500           452,500            70.30%
Santa Clara 2             574,306                 0              98,969           968,400            69.52%
Contra Costa 1                  0                 0              50,000            75,158            66.53%
San Mateo 3               111,952            16,000              46,400           238,000            73.26%
Sonoma 2                   87,236                 0              65,000           250,611            60.75%
Santa Clara 2             351,366                 0             100,000           663,333            68.05%
El Dorado 2                37,236                 0             130,000           244,361            68.44%
San Mateo 1                     0                 0             130,000           175,484            74.08%
San Francisco 1                 0                 0              65,000           195,000            33.33%
San Mateo 1                     0                 0             196,800           319,000            61.69%
San Francisco 1                 0                 0              70,125           100,179            70.00%
Alameda 1                       0                 0             300,000           477,499            62.83%
Sonoma 2                   63,244                 0              93,400           210,000            74.59%
San Mateo 2               166,610                 0             100,000           470,000            56.73%
Alameda 2                 163,709                 0              50,000           340,000            62.86%
Alameda 1                       0                 0              60,000           136,000            44.12%
Santa Clara 2             578,690                 0             250,000         1,160,000            71.44%
San Mateo 2               220,349                 0              40,000           325,000            80.11%
San Mateo 2               346,881                 0             215,000           700,000            80.27%
San Mateo 1                     0                 0             132,000           165,000            80.00%
San Mateo 2               132,000                 0              50,000           320,000            56.88%
San Mateo 2               139,663                 0              65,000           290,000            70.57%
San Mateo 2                44,605                 0              40,000           455,000            18.59%
San Francisco 2           820,713                 0             175,000         1,422,000            70.02%
San Francisco 1                 0                 0             171,974           395,000            43.54%
San Francisco 2         1,060,486                 0             325,000         2,000,000            69.27%
Sonoma 1                        0                 0             151,875           202,500            75.00%
Monterey 1                      0                 0             245,000           350,000            70.00%
San Mateo 2               259,886                 0              80,000           430,000            79.04%
Marin 2                   195,062                 0              50,000           455,000            53.86%
Alameda 2                  74,551                 0              66,000           265,000            53.04%
Santa Clara 2             201,638                 0             293,000           715,000            69.18%
Stanislaus 1                    0                 0              50,000           130,000            38.46%
San Francisco 2           395,597                 0             250,000         1,075,000            60.06%
Marin 1                         0                 0             770,000         1,650,000            46.67%
San Mateo 1                     0                 0             225,000           370,000            60.81%
Alameda 1                       0                 0              59,000           112,500            52.44%
San Mateo 1                     0                 0             300,000           400,000            75.00%
San Mateo 3               346,092           215,000              58,500           837,500            73.98%
San Francisco 1                 0                 0             105,000           140,000            75.00%
San Francisco 2           150,301                 0             125,000           455,000            60.51%
San Mateo 1                     0                 0             530,000           730,000            72.60%
San Mateo 1                     0                 0             325,000           460,000            70.65%
Marin 1                         0                 0             910,000           186,000            48.92%
Mendocino 1                     0                 0             125,000           660,000            18.94%
San Mateo 1                     0                 0              65,000           165,000            39.39%
San Mateo 2               372,417                 0             445,000         1,095,000            74.65%





                                                          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)
(continued)


- ------------------------------------ -------- -------- ----------------- ----------------- -----------------
                                                                                        
   
Contra Costa 1                    0                 0            37,500            50,000            75.00%
San Francisco 1                   0                 0           420,000           580,000            72.41%
Alameda 2                   262,342                 0            50,000           405,000            77.12%
Marin 2                     910,000                 0           120,000         1,860,000            55.38%
San Francisco 1                   0                 0           390,000           565,000            69.03%
Monterey 2                  350,668                 0           700,000         1,570,000            60.55%
San Francisco 1                   0                 0           579,300           800,000            72.41%
San Francisco 2             579,300                 0         1,320,000         2,450,000            77.52%
San Francisco 2             210,000                 0           561,750         1,102,500            70.00%
San Mateo 1                       0                 0           250,000           435,000            57.47%
San Francisco 1                   0                 0         2,400,000         3,403,034            70.53%
Marin 1                           0                 0         1,300,000         1,770,000            73.45%
Alameda 1                         0                 0           690,000         1,249,500            55.22%
- ------------------ ----------------- ----------------- ----------------- ----------------- -----------------
    



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

Multiple  Units
- ------------------------------------ -------- -------- ----------------- ----------------- -----------------
- ------------------ ----------------- ----------------- ----------------- ----------------- -----------------
Contra Costa 2        $   2,638,835                 0           662,000         4,829,023            68.35%
San Joaquin 2               713,917                 0           200,000         1,270,000            71.96%
Contra Costa 2              775,649                 0           350,000         2,030,000            55.45%
San Francisco 1                   0                 0           400,000           583,333            68.57%
Alameda 2                   308,000                 0            13,000           510,000            62.94%
San Francisco 1                   0                 0           200,000           450,000            44.44%
San Joaquin 2             1,773,424                 0           385,000         3,132,500            68.90%
San Mateo 1                       0                 0           425,000           900,000            47.22%
San Francisco 1                   0                 0           883,750         1,932,500            45.73%
San Francisco 2             883,750                 0         1,427,500         3,225,000            71.67%
Alameda 2                 6,714,769                 0         1,800,000        11,780,270            72.28%
San Mateo 1                       0                 0           945,000         1,450,000            65.17%
San Mateo 1                       0                 0         2,200,000         3,470,000            63.40%

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





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

Commercial Properties (County)


- ------------------------------------ -------- -------- ----------------- ----------------- -----------------
                                                                                         
   
Alameda 2             $     343,536                 0           114,000           640,000            71.49%
San Francisco 2             295,872                 0            99,000           607,895            64.96%
Merced 1                          0                 0            45,000           175,000            25.71%
Alameda 1                         0                 0            82,500           130,000            63.46%
Sacramento 2                846,019                 0            67,500         1,343,500            68.00%
San Francisco 2              11,864                 0           200,000           428,333            49.62%
Alameda 1                         0                 0           192,500           256,667            75.00%
Santa Clara 1                     0                 0           390,000           585,000            66.67%
Tuolumne 1                        0                 0            99,724           285,714            34.90%
San Mateo 1                       0                 0           280,000           480,000            58.33%
San Mateo 2               4,128,000                 0           600,000         6,960,000            67.93%
Alameda 1                         0                 0           310,000           730,000            42.47%
Santa Clara 2               112,643                             500,000           980,000            62.51%
Santa Clara 1                     0                 0            50,000           191,111            26.16%
Santa Barbara 1                   0                 0           425,000           850,000            50.00%
San Mateo 2               1,450,000                 0           250,000         3,179,000            53.48%
Nevada 1                          0                 0            59,500            85,000            70.00%
San Mateo 1                       0                 0           225,000           399,706            56.29%
Alameda 1                         0                 0           410,000           700,000            58.57%
Santa Clara 1                     0                 0            50,000           191,111            26.16%
Fresno 1                          0                 0           130,000           225,000            57.78%
San Mateo 2               1,500,000                 0           375,000         2,725,000            68.81%
Alameda 2                   290,711                 0            60,000           610,000            57.49%
Santa Clara 3             5,188,689            70,458           950,000         8,130,417            76.37%
San Joaquin 1                     0                 0           320,000           570,000            56.14%
Contra Costa 1                    0                 0           104,000           190,000            54.74%
San Mateo 1                       0                 0           700,000         2,550,000            27.45%
Santa Clara 2             5,492,794                 0           955,000         8,665,033            74.41%
San Mateo 1                       0                 0            75,000           265,000            28.30%
Santa Clara 2             5,492,788                 0           955,000         9,665,032            74.41%
San Luis Obispo 3           214,088           360,000           300,000         1,968,000            44.42%
Santa Clara 2             6,000,000                 0           800,000         8,650,000            78.61%
San Mateo 2                  74,754                 0            65,000           265,000            52.74%
San Francisco 1                   0                 0           975,000         1,950,000            50.00%
Santa Clara 2               468,000                 0            18,000           585,000            83.08%
Stanislaus 2                273,795                 0         1,450,000         4,829,613            35.69%
San Francisco 1                   0                 0           700,000         2,100,000            33.33%
San Mateo 1                       0                 0           370,000           495,000            74.75%
Alameda 1                         0                 0         2,100,000         4,500,000            46.67%
San Mateo 1                       0                 0           400,000           600,000            66.67%
San Francisco 1                   0                 0         1,350,000         2,432,500            55.50%
San Francisco 1                   0                 0           150,000         1,440,000            10.42%
San Francisco 1                   0                 0           325,000           595,000            54.62%
Solano 1                          0                 0           480,000         1,885,000            25.46%
Alameda 2                   156,750                 0           169,555           568,125            57.43%
San Francisco 3             972,234           885,000            50,000         2,750,000            69.35%
San Francisco 2             973,900                 0           885,000         2,750,000            67.60%
Alameda 1                         0                 0         1,075,000         1,440,094            74.65%
- -------------------- --------------- ----------------- ----------------- ----------------- -----------------
    
<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>




         MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                              RESULTS OF OPERATIONS

   
     On December  31, 1997,  the  Partnership  was in the offering  stage of its
second  offering of  ($30,000,000).  Contributed  capital from Limited  Partners
totalled  $14,932,017  for the first  offering  and  $5,557,659  for the  second
offering  with an  aggregate  of  $20,489,676.  Of this  amount,  $0 remained in
applicant  status.  Accordingly,  together  with  initial  approved  offering of
$15,000,000  the   Partnership  has  approval  for  an  aggregate   offering  of
$45,000,000 in Units of $100 each.

     At December 31, 1997, the Partnerships  Mortgage  Investments  outstanding
totalled $25,304,989. The primary reason for an increase in Mortgage Investments
Outstanding  from  $6,484,707 in 1994, to $12,047,252 in 1995, to $15,642,990 in
1996, and to $25,304,989 was the additional  capital admitted to the Partnership
through  sale  of  Limited  Partnership  Units.   Additional  Partners  Capital
contributions totalled $4,508,824, $3,834,799, $3,863,536 and $5,565,372 and the
reinvestment of earnings by partners who have elected to reinvest  earnings have
totalled  $239,956,  $524,988,  $800,218  and  $1,119,465  for the  years  ended
December 31, 1994,  December 31, 1995,  December 31, 1996 and December 31, 1997,
respectively.  To a lesser extent,  Mortgage  Investments  outstanding have also
increased  through the  utilization  of the  Partnerships  line of credit.  The
effect of more outstanding  Mortgage  Investments  raised the interest earned on
Mortgage Investments for the years ended December 31, 1994, 1995, 1996 and 1997,
to $480,110, $1,031,029, $1,718,208 and $2,613,008 respectively.  Interest rates
on Mortgage  Investments  ranged  from 8.00% to 14.00%.  The  Partnership  began
funding  Mortgage  Investments  on April 14, 1993 and as of December  31,  1997,
distributed earnings at an average annualized yield of 8.36%.

     Currently,  mortgage  interest rates have decreased from those prevalent at
the  inception of the  Partnership.  New loans will be originated at these lower
interest rates which will reduce the average  return across the entire  Mortgage
Investment  portfolio  held by the  Partnership.  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.  Although
the rates  charged by the  Partnership  are  influenced by the level of interest
rates in the market,  the General  Partners do not anticipate that rates charged
by the Partnership to its borrowers will change significantly from the beginning
of 1997 over the next 12 months. 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 the General Partners experience,  the General
Partners  anticipate  that the annualized  yield will range between eight & nine
percent (8% - 9%).

     During 1994, the Partnership did not have a credit line; therefore Interest
on Note  Payable-Bank  was -0-. In 1995, the  Partnership  established a line of
credit  with a  commercial  bank  secured by its  Mortgage  Investments  and has
increased  the limit from  $3,000,000 to  $6,000,000.  For the years ended 1995,
1996 and December 31, 1997, interest on Note Payable-Bank was $25,889,  $188,635
and $340,633 respectively. The primary reason for this increase during 1996, was
that the Partnership did not have access to the credit facility until September,
1995.  For  1997,  the  increase  in  interest  on notes  payable-Bank  has been
attributed to a higher  overall  credit  facility  utilization.  Currently,  the
Partnership  has borrowed  $5,640,000 at an interest rate of prime + 1/2%.  This
facility  could  increase as the  Partnerships  capital  increases.  This added
source of funds will help in maximizing  the  Partnership  yield by allowing the
Partnership to minimize the amount of funds in lower yield  investment  accounts
when appropriate Mortgage Investments are not currently available. Additionally,
the Mortgage  Investments  made by the  Partnership  bear  interest at a rate in
excess of the rate payable to the bank which  extended  the line of credit,  the
amount to be retained by the  Partnership,  after  payment of the line of credit
cost, will be greater than without the use of the line of credit. As of December
31, 1997, the balance  remained at $5,640,000 and in accordance with the line of
credit, the Partnership paid all accrued interest as of that date.

     The Partnerships income and expenses, accruals and delinquencies are within
the  normal  range of the  General  Partners  expectations,  based  upon  their
experience  in  managing  similar  partnerships  over  the  last  twenty  years.
Borrowers foreclosures,  as set forth under Results of Operations, are a normal
aspect of Partnership  operations and the General Partners  anticipate that they
will not have a material effect on liquidity. Cash is constantly being generated
from interest earnings,  late charges,  pre-payment  penalties,  amortization of
principal  and pay-off on Mortgage  Investments.  Currently,  cash flow  exceeds
Partnership  expenses and earnings payout  requirements.  As Mortgage Investment
opportunities become available,  excess cash and available funds are invested in
new Mortgage Investments.

     The General Partners regularly review the Mortgage  Investments  portfolio,
examining the status of delinquencies,  the underlying collateral securing these
Mortgage  Investments,  borrowers payment records, etc. Data from the local real
estate  market and of the national and local  economy are  reviewed.  Based upon
this  information and other data,  loss reserves are increased or decreased.  In
1995, 1996, and 1997, the Partnership  made provisions for doubtful  accounts of
$26,032,  $55,383,  and $139,804,  respectively.  These  provisions for doubtful
accounts were made primarily as a prudent  action to guard against  unidentified
collection  losses. The provision for doubtful accounts as of December 31, 1997,
of $257,500 is considered by the General Partners to be adequate. Because of the
number of  variables  involved,  the  magnitude  of the swings  possible and the
General  Partners  inability to control many of these factors actual results may
and do  sometimes  differ  significantly  from  estimates  made  by the  General
Partners.
    


   
     Its now clear the Northern  California  recession  reached  bottom in 1993.
Since then, the California economy has been improving, slowly at first, but now,
more vigorously. This improvement is reflected in increasing property values, in
job growth,  personal income growth,  etc.,  which all translates into more loan
activity, which of course, is healthy for lending activity.

     At the time of subscription to the  Partnership,  Limited  Partners make an
irrevocable decision to either take distributions of earnings monthly, quarterly
or annually or to compound  earnings  in their  capital  account.  For the years
ended  December 31,  1995,  December  31,  1996,  and  December  31,  1997,  the
Partnership made  distributions of earnings to Limited Partners after allocation
of  syndication  costs  of,  $303,477,   $418,380  and  $495,480   respectively.
Distribution  of Earnings to Limited  Partners  after  allocation of syndication
costs for the years ended December 31, 1995,  December 31, 1996 and December 31,
1997,  to Limited  Partners  capital  accounts and not  withdrawn was $524,988,
$800,218 and $1,119,465 respectively. As of December 31, 1995, December 31, 1996
and  December  31,  1997,   Limited  Partners   electing  to  withdraw  earnings
represented 40%, 34% and 30%  respectively of the Limited  Partners  outstanding
capital  accounts.  The decreases in percentage of Limited Partners  electing to
withdraw  earnings  is due to an  increase  in percent of new  Limited  Partners
choosing to compound earnings and the dilution effect occurring when compounding
Limited Partners capital accounts grow through earnings reinvestment compared to
Limited Partners that have chosen to liquidate earnings.

     The Partnership  also allows the Limited Partners to withdraw their capital
account  subject  to  certain   limitations  (see   liquidation   provisions  of
Partnership  Agreement).  Once a Limited Partners initial five year hold period
has passed the General Partners expect to see an increase in liquidations due to
the ability of Limited  Partners to withdraw  without  penalty.  This ability to
withdraw  five  years  after a Limited  Partners  investment  has the effect of
providing  Limited Partner  liquidity  which the General  Partners then expect a
portion of the Limited Partners to avail themselves of. This has the anticipated
effect of the Partnership growing, primarily through reinvestment of earnings in
years one through five. The General Partners expect to see increasing numbers of
Limited Partner withdrawals in years five through eleven, at which time the bulk
of those Limited Partners who have sought withdrawal have been liquidated. After
year eleven,  liquidation  generally subsides and the Partnership  capital again
tends to increase through earnings reinvestment. Since the five year hold period
has yet to expire,  as of December  31,  1997,  Limited  Partners may not as yet
avail  themselves  of this  provision  for  liquidation.  Additionally,  Limited
Partners may withdraw  over a period of one year subject to certain  limitations
and  penalties.  For the years ended  December 31, 1995,  December 31, 1996, and
December 31, 1997,  $5,640,  $146,755 and $132,619  respectively were liquidated
subject to the 10% penalty for early  withdrawal.  These  withdrawals are within
the normally  anticipated  range that the General Partners would expect in their
experience in this and other  partnerships.  The General  Partners expect that a
small  percentage  of Limited  Partners  will elect to liquidate  their  capital
accounts  over one year  with a 10%  early  withdrawal  penalty.  In  originally
conceiving  the  Partnership,  the General  Partners  wanted to provide  Limited
Partners  needing  their  capital  returned  a degree of  liquidity.  Generally,
Limited Partners electing to withdraw over one year need to liquidate investment
to raise cash.  The trend the  Partnership  is  experiencing  in  withdrawals by
Limited  Partners  electing a one year  liquidation  program  represents a small
percentage of Limited Partner capital as of December 31, 1995, December 31, 1996
and December 31, 1997,  respectively  and is expected by the General Partners to
commonly occur at these levels.

     8. Experts.  The Financial Statements of the Partnership as of December 31,
1997, and of the Corporate General Partner,  Gymno  Corporation,  as of December
31, 1997, 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, 1997,  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, 1997, 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,
1997, and are attached to this Supplement No. 3 as Attachment II.


     10.  Geographic Area of Lending  Activity:  The Partnership  will invest in
Deeds of Trust secured by property  located in California.  The General Partners
anticipate that approximately 75% of the Partnerships Mortgage Investments will
be secured by Deeds of Trust on  properties  located  in the San  Francisco  Bay
Area.  (The  counties  composing  the San  Francisco  Bay Area are San Francisco
County, San Mateo County, Santa Clara County,  Marin County,  Alameda County and
Contra  Costa  County).  As of  12/31/97,  84.4% of the  Partnership's  Mortgage
Investments are secured by Deeds of Trust on properties in the San Francisco Bay
Area. The remaining Mortgage Investments are located in California.  The economy
of a lending area is an important  factor in protecting  real estate value.  The
San Francisco Bay Area has an aggregate population of over 3.5 million people, 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 general real estate market in
California  like most of the  country,  suffered  a decline in  property  values
during the early  1990s,  the  California  real  estate  property  values  have
improved  somewhat  beginning in 1995. The General Partners believe the strength
of the California  economy  especially in the Bay Area, will continue to protect
real estate 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 improving.

     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 reflects increased  business activity,  an improving
economy and increased confidence among employers.

     This increased  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. 4 DATED APRIL 24, 1998
    

                        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 addition,  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.

         Table III         Operating Results of Prior Limited Partnerships.

         Table V           Payment of 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 expenditures.

"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,
1997 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 their offering during the three
(3) years ended December 31, 1997.
    

TABLE III - OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS

   
     Table III summarizes the annual operating results through December 31, 1997
for  partnerships  which closed their offering  during the ten (10) years ending
December 31, 1997.
    

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, 1997.
    

     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, 1997)
            (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, 1997)
            (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, 1997)
            (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)                                                            $1,670,280
          Processing Fees (1)                                                       48,836
          Other (1)                                                                  7,345
Dollar Amount of Cash Generated from Operations Before Deducting from
       Payments to General Partners and Affiliates:                             10,358,271
Amount Paid to General Partners and Affiliates from Operations:
       Partnership Management Fees                                                  53,246
       Earnings Distribution                                                        61,829
       Mortgage Servicing Fee                                                      383,000
     Late Charges                                                                        0
       Reimbursement of Expenses, at Cost                                          185,430
     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, 1997)
                                       (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)                                                                 $1,470,079
     Processing Fees (1)                                                            59,948
     Other (1)                                                                       8,181
Dollar Amount of Cash Generated from Operations Before Deducting
  Payments to General Partners and Affiliates:                                 $13,283,392
Amount Paid to General Partners and Affiliates from Operations:
     Partnership Management Fees                                                   $74,296
     Earnings Fee                                                                   78,249
     Mortgage Servicing Fee                                                        599,452
     Reimbursement of Expenses, at Cost                                            245,566


<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, 1997)
                                       (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 Distribution (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, 1997)
                                       (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 Distribution (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, 1997)
                                       (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT)
    




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

                                                                                                   
Gross Revenues                                                    $1,483,881      $1,580,501         $1,623,863
Less: General Partners' Mgmt Fee                                           0               0                  0
  Mortgage Servicing Fee                                              33,394          97,268             83,559
  Administrative Expenses                                             66,371          76,875             80,614
  Provision for Uncollected Accts                                    306,779         419,437            434,495
  Amortization of Organization and Syndication Costs                   2,016             368                  0
  Offering Period Interest Expense to Limited Partners                     0               0                  0
  Interest Expense                                                   163,361         127,454            198,316
                                                                 ------------    ------------     --------------
Net Income (GAAP Basis) dist. to Limited Partners                    911,960         859,099            826,879
                                                                                 ------------     --------------
                                                                 ------------
Sources of Funds - Net Income                                       $911,960        $859,099            826,879
Reduction in Assets                                                        0       1,110,429                  0
Increase in Liabilities                                               63,206               0          1,081,907
Early Withdrawal Penalties Applied to Synd. Costs                      3,344               0                  0
Increase in Applicant's Deposit                                            0               0                  0
Increase in Partners' Capital -collection on Formation Loan                0               0             87,888
                                                                                 ------------     --------------
                                                                 ------------
Cash generated from Operations                                      $978,510      $1,969,528         $1,996,674
Use of Funds-Increase in Assets                                     $471,434               0            610,362
Reduction in Liabilities                                                   0         670,402                  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                                       270,760         336,341            407,648
  Return of Capital to LP's                                          184,157         722,536          1,212,916
                                                                 ------------    ------------     --------------
Net Increase (Decrease) in Cash                                      $52,159        $240,249         $(234,252)
Cash at the beginning of the year                                   $462,681        $514,840           $755,089
Cash at the end of the year                                         $514,840        $755,089            520,837
Income & Distribution Data for $1,000 Invested for
  a Compounding Limited Partner  (GAAP Basis)                         $60.01          $60.22             $61.02
Income & Distribution Data for
  $1,000 Invested for a Limited Partner Receiving
  Monthly Earning Distribution (GAAP Basis)                           $58.43          $58.62             $59.38
Cash Distribution to Investors for $1,000 Invested
  Income (1)                                                          $19.69          $23.66             $30.01
  Capital (1)                                                         $13.39          $50.83             $89.28
Federal Income Tax Results for $1,000 Invested Capital
  for a Compounding Ltd. Partner                                      $65.75          $63.24             $75.49
Federal Income Tax Results for $1,000 Invested for a Limited
  Partner Receiving Monthly Earnings Distributions                    $64.01          $61.86             $73.81


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





   
                                                               TABLE III
                                            OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS
                                                                RMI VI
                                                       (AS OF DECEMBER 31, 1997)
                                       (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 Distribution (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, 1997)
                                       (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 Distribution (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 initial capital balances
(2)  The offering terminated in September, 1989.
</FN>





   
                                                               TABLE III
                                            OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS
                                                                RMI VI
                                                       (AS OF DECEMBER 31, 1997)
                                       (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 Distribution (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, 1997)
                                       (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT)
    



                                                                        1996               1997
                                                                 ------------     --------------

                                                                                      
Gross Revenues                                                    $1,167,859         $1,036,596
Less: General Partners' Mgmt Fee                                           0                  0
  Mortgage Servicing Fee                                              44,565             39,918
  Administrative Expenses                                             64,273             65,813
  Provision for Uncollected Accts                                    312,684            268,101
  Amortization of Organization and Syndication Costs                       0                  0
  Offering Period Interest Expense to Limited Partners                     0                  0
  Interest Expense                                                   158,175            133,577
                                                                 ------------     --------------
Net Income (GAAP Basis) dist. to Limited Partners                   $588,162           $529,187
                                                                                  --------------
                                                                 ------------
Sources of Funds - Net Income                                       $588,162           $529,187
Reduction in Assets                                                1,278,214          1,763,235
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 - Collection of Formation Loan               0             62,328
                                                                 ------------     --------------
Cash generated from Operations                                    $1,866,376         $2,354,750
Use of Funds-Increase in Assets                                            0                  0
Reduction in Liabilities                                             491,978            649,124
Decrease in Applicant's Deposit                                            0                  0
Offering Period Interest Expense to Limited Partners                       0                  0
  Investment Income Pd to LP's                                       294,678            257,670
  Return of Capital to LP's                                        1,183,099          1,297,410
                                                                 ------------     --------------
Net Increase (Decrease) in Cash                                   $(103,379)           $150,546
Cash at the beginning of the year                                   $283,976            180,597
Cash at the end of the year                                         $180,597            331,143
Income & Distribution Data for $1,000 Invested for
  a Compounding Limited Partner  (GAAP Basis)                         $53.50             $52.88
Income & Distribution Data for
  $1,000 Invested for a Limited Partner Receiving
  Monthly Earning Distribution (GAAP Basis)                           $52.23             $51.64
Cash Distribution to Investors for $1,000 Invested
  Income (1)                                                          $25.83             $24.79
  Capital (1)                                                        $103.72            $124.81
Federal Income Tax Results for $1,000 Invested Capital
  for a Compounding Ltd. Partner                                      $50.71             $30.48
Federal Income Tax Results for $1,000 Invested for a Limited
  Partner Receiving Monthly Earnings Distributions                    $49.72             $29.89


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






   
                                                               TABLE III
                                            OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS
                                                                 RMI V
                                                       (AS OF DECEMBER 31, 1997)
                                       (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 Distribution (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, 1997)
                                       (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 Distribution (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, 1997)
                                       (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 Distribution (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, 1997)
                                       (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT)
    




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

                                                                                                    
Gross Revenues                                                      $567,540        $419,823            $320,600
Less: General Partners' Mgmt Fee                                           0               0                   0
  Mortgage Servicing Fee                                                   0               0                   0
  Administrative Expenses                                             30,593          31,312              30,085
  Provision for Uncollected Accts                                    182,162          91,880              56,504
  Amortization of Organization and Syndication Costs                     627             741                   0
  Offering Period Interest Expense to Limited Partners                     0               0                   0
  Interest Expense                                                    95,941          77,789              53,466
                                                                 ------------    ------------     ---------------
Net Income (GAAP Basis) dist. to Limited Partners                   $258,217        $218,101            $180,545
                                                                                 ------------     ---------------
                                                                 ------------
Sources of Funds - Net Income                                        258,217         218,101             180,545
Reduction in Assets                                                  464,011       1,003,642           1,278,194
Increase in Liabilities                                                    0               0                   0
Early Withdrawal Penalties Applied to Synd. Costs                          0               0                   0
Increase in Applicant's Deposit                                            0               0                   0
Increase in Partners' Capital                                              0               0              27,954
                                                                                 ------------
                                                                 ------------                     ---------------
Cash generated from Operations                                      $722,228      $1,221,743          $1,486,693
Use of Funds-Increase in Assets                                            0               0                   0
Reduction in Liabilities                                              69,000         337,607             627,326
Decrease in Applicant's Deposit                                            0               0                   0
Offering Period Interest Expense to Limited Partners                       0               0                   0
  Investment Income Pd to LP's                                       124,329         101,335              82,504
  Return of Capital to LP's                                          689,307         701,283             792,784
                                                                 ------------    ------------
                                                                                                  ---------------
Net Increase (Decrease) in Cash                                   $(160,408)         $81,518           $(15,921)
Cash at the beginning of the year                                   $202,905         $42,497            $124,015
Cash at the end of the year                                          $42,497        $124,015            $108,094
Income & Distribution Data for $1,000 Invested for
  a Compounding Limited Partner  (GAAP Basis)                            $50             $48              $46.12
Income & Distribution Data for
  $1,000 Invested for a Limited Partner Receiving
  Monthly Earning Distribution (GAAP Basis)                              $49             $47              $45.17
Cash Distribution to Investors for $1,000 Invested
  Income (1)                                                             $23             $21              $19.89
  Capital (1)                                                           $130            $147             $191.08
Federal Income Tax Results for $1,000 Invested Capital
  for a Compounding Ltd. Partner                                         $51             $48                 $58
Federal Income Tax Results for $1,000 Invested for a Limited
  Partner Receiving Monthly Earnings Distributions                       $50             $47                 $57


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






   
                                                               TABLE III
                                            OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS
                                                                RMI IV
                                                       (AS OF DECEMBER 31, 1997)
                                       (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 Distribution (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, 1997
                                       (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 Distribution (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, 1997)
                                       (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 Distribution (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, 1997)
                                       (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 Distribution (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 IV
                            (AS OF DECEMBER 31, 1997)
            (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT)
                                          



                                                                     1997
                                                            --------------

Gross Revenues                                                   $947,233
Less: General Partners' Mgmt Fee                                    9,803
  Mortgage Servicing Fee                                           53,475
  Administrative Expenses                                          47,083
  Provision for Uncollected Accts                                 237,122
  Amortization of Organization and Syndication Costs                    0
  Offering Period Interest Expense to Limited Partners                  0
  Interest Expense                                                127,795
                                                            --------------
Net Income (GAAP Basis) dist. to Limited Partners                $471,955
                                                            --------------
Sources of Funds - Net Income                                     471,955
Reduction in Assets                                                     0
Increase in Liabilities                                           297,222
Early Withdrawal Penalties Applied to Synd. Costs                       0
Increase in Applicant's Deposit                                         0
Increase in Partners' Capital                                           0
                                                            --------------
Cash generated from Operations                                   $769,177
Use of Funds-Increase in Assets                                   $48,154
Reduction in Liabilities                                                0
Decrease in Applicant's Deposit                                         0
Offering Period Interest Expense to Limited Partners                    0
  Investment Income Pd to LP's                                    208,313
  Return of Capital to LP's                                       647,257
                                                            --------------
Net Increase (Decrease) in Cash                                $(134,547)
Cash at the beginning of the year                                $389,726
Cash at the end of the year                                      $255,179
Income & Distribution Data for $1,000 Invested for
  a Compounding Limited Partner  (GAAP Basis)                         $61
Income & Distribution Data for
  $1,000 Invested for a Limited Partner Receiving
  Monthly Earning Distribution (GAAP Basis)                           $60
Cash Distribution to Investors for $1,000 Invested
  Income (1)                                                          $26
  Capital (1)                                                         $81
Federal Income Tax Results for $1,000 Invested Capital
  for a Compounding Ltd. Partner                                      $85
Federal Income Tax Results for $1,000 Invested for a
Limited
  Partner Receiving Monthly Earnings Distributions                    $83



NOTES:
(1)  Based upon years initial capital balances




   
                                                               TABLE III
                                            OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS
                                                                RMI III
                                                       (AS OF DECEMBER 31, 1997)
                                       (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 Distribution (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, 1997)
                                       (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 Distribution (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, 1997)
                                       (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 Distribution (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, 1997)
                                       (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 Distribution (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, 1997)
                                       (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT)
    




                                                                        1996                1997
                                                                 ------------      --------------

                                                                                       
Gross Revenues                                                      $166,395            $168,046
Less: General Partners' Mgmt Fee                                       2,191               2,229
  Mortgage Servicing Fee                                              14,696               7,791
  Administrative Expenses                                             14,270              13,950
  Provision for Uncollected Accts                                      8,279              20,790
  Amortization of Organization and Syndication Costs                       0                   0
  Offering Period Interest Expense to Limited Partners                     0                   0
                                                                 ------------      --------------
Net Income (GAAP Basis) dist. to Limited Partners                   $126,959            $123,286
                                                                                   --------------
                                                                 ------------
Sources of Funds - Net Income                                       $126,959            $123,286
Decrease in Assets                                                   134,161              56,244
Increase in Liabilities                                                2,458                   0
Increase in Applicant's Deposit                                            0                   0
Increase in Partners' Capital                                         70,000               4,812
                                                                 ------------      --------------
Cash generated from Operations                                      $333,578            $184,342
Use of Funds-Increase in Assets                                            0                   0
Decrease in Liabilities                                                    0               6,724
Decrease in Applicant's Deposit                                            0                   0
Offering Period Interest Expense to Limited Partners                       0                   0
  Investment Income Pd to LP's                                        79,413              79,219
  Return of Capital to LP's                                           30,874              46,854
                                                                 ------------
                                                                                   --------------
Net Increase (Decrease) in Cash                                     $223,291             $51,545
Cash at the beginning of the year                                    $10,792            $234,083
Cash at the end of the year                                         $234,083            $285,628
Income & Distribution Data for $1,000 Invested for
  a Compounding Limited Partner  (GAAP Basis)                            $72                 $70
Income & Distribution Data for
  $1,000 Invested for a Limited Partner Receiving
  Monthly Earning Distribution (GAAP Basis)                              $70                 $68
Cash Distribution to Investors for $1,000 Invested
  Income (1)                                                             $47                 $45
  Capital (1)                                                            $18                 $27
Federal Income Tax Results for $1,000 Invested Capital
  for a Compounding Ltd. Partner                                         $57                 $80
Federal Income Tax Results for $1,000 Invested for a Limited
  Partner Receiving Monthly Earnings Distributions                       $56                 $78


<FN>

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





   
                                                               TABLE III
                                            OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS
                                                                RMI II
                                                       (AS OF DECEMBER 31, 1997)
                                       (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 Distribution (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, 1997)
                                       (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 Distribution (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, 1997)
                                       (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 Distribution (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, 1997)
                                       (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 Distribution (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, 1997)
                                       (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT)
    




                                                                     1996                 1997
                                                              ------------      ---------------

                                                                                     
Gross Revenues                                                   $100,382              $88,149
Less: General Partners' Mgmt Fee                                    3,061                2,841
  Mortgage Servicing Fee                                           18,314                4,577
  Administrative Expenses                                          10,597                9,811
  Provision for Uncollected Accts                                  20,670               17,950
  Amortization of Organization and Syndication Costs                    0                    0
  Offering Period Interest Expense to Limited Partners                  0                    0
                                                              ------------      ---------------
Net Income (GAAP Basis) dist. to Limited Partners                 $47,740              $52,970
                                                                                ---------------
                                                              ------------
Sources of Funds - Net Income                                      47,740               52,970
Decrease in Assets                                                168,233                    0
Increase in Liabilities                                                 0                    0
Increase in Applicant's Deposit                                         0                    0
Increase in Partners' Capital                                           0                    0
                                                              ------------      ---------------
Cash generated from Operations                                   $215,973              $52,970
Use of Funds-Increase in Assets                                         0               15,540
Decrease in Liabilities                                             6,572               14,830
Decrease in Applicant's Deposit                                         0                    0
Offering Period Interest Expense to Limited Partners                    0                    0
  Investment Income Pd to LP's                                     21,264               23,690
  Return of Capital to LP's                                        89,158               97,517
                                                              ------------
                                                                                ---------------
Net Increase (Decrease) in Cash                                   $98,979            $(98,607)
Cash at the beginning of the year                                 $57,851             $156,830
Cash at the end of the year                                      $156,830              $58,223
Income & Distribution Data for $1,000 Invested for
  a Compounding Limited Partner  (GAAP Basis)                         $53                  $63
Income & Distribution Data for
  $1,000 Invested for a Limited Partner Receiving
  Monthly Earning Distribution (GAAP Basis)                           $51                  $62
Cash Distribution to Investors for $1,000 Invested
  Income (1)                                                          $23                  $27
  Capital (1)                                                         $95                 $111
Federal Income Tax Results for $1,000 Invested Capital
  for a Compounding Ltd. Partner                                      $49                  $75
Federal Income Tax Results for $1,000 Invested for a Limited
  Partner Receiving Monthly Earnings Distributions                    $48                  $73


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




   
                                                               TABLE III
                                            OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS
                                                                  RMI
                                                       (AS OF DECEMBER 31, 1997)
                                       (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, 1997)
                                       (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, 1997
                                       (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, 1997)
                                       (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, 1997)
                                       (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT)
    




                                                                     1996                1997
                                                              ------------     ---------------

                                                                                    
Gross Revenues                                                   $135,273            $130,974
Less: General Partners' Mgmt Fee                                   10,686               3,431
  Mortgage Servicing Fee                                           24,133               7,499
  Administrative Expenses                                          12,170              12,038
  Provision for Uncollected Accts                                   8,845              20,435
  Amortization of Organization and Syndication Costs                    0                   0
  Offering Period Interest Expense to Limited Partners                  0                   0
                                                              ------------     ---------------
Net Income (GAAP Basis) dist. to Limited Partners                 $79,439             $87,571
                                                                               ---------------
                                                              ------------
Sources of Funds - Net Income                                     $79,439             $87,571
Decrease in Assets                                                208,623                   0
Increase in Liabilities                                            23,127                   0
Increase in Applicant's Deposit                                         0                   0
Increase in Partners' Capital                                           0                   0
                                                              ------------     ---------------
Cash generated from Operations                                   $311,189             $87,571
Use of Funds-Increase in Assets                                        $0            $140,251
Decrease in Liabilities                                                 0              24,992
Decrease in Applicant's Deposit                                         0                   0
Offering Period Interest Expense to Limited Partners                    0                   0
  Investment Income Pd to LP's                                     25,439              29,816
  Return of Capital to LP's                                       101,605             130,035
                                                              ------------
                                                                               ---------------
Net Increase (Decrease) in Cash                                  $184,145          $(237,523)
Cash at the beginning of the year                                 $69,796            $253,941
Cash at the end of the year                                      $253,941             $16,418
Income & Distribution Data for $1,000 Invested for
  a Compounding Limited Partner  (GAAP Basis)                         $56                 $65
Cash Distribution to Investors for $1,000 Invested
  Income (1)                                                          $18                 $21
  Capital (1)                                                         $71                 $93
Federal Income Tax Results for $1,000 Invested Capital
  for a Compounding Ltd. Partner                                      $31                 $68


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





   
                                                               TABLE III
                                            OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS
                                                          CMI (CONSOLIDATED)
                                                       (AS OF DECEMBER 31, 1997)
                                       (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, 1997)
                                       (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, 1997)
                                       (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, 1997)
                                       (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, 1997)
                                       (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT)
    




                                                                     1996                1997
                                                              ------------     ---------------

                                                                                    
Gross Revenues                                                   $193,218            $180,117
Less: General Partners' Mgmt Fee                                   13,117              12,229
  Mortgage Servicing Fee                                           18,050              14,935
  Administrative Expenses                                          14,341              14,182
  Provision for Uncollected Accts                                  49,281              32,877
  Amortization of Organization and Syndication Costs                    0                   0
  Offering Period Interest Expense to Limited Partners                  0                   0
                                                              ------------     ---------------
Net Income (GAAP Basis) dist. to Limited Partners                 $98,429            $105,894
                                                                               ---------------
                                                              ------------
Sources of Funds - Net Income                                     $98,429            $105,894
Decrease in Assets                                                143,063             204,288
Increase in Liabilities                                             3,900                   0
Increase in Applicant's Deposit                                         0                   0
Increase in Partners' Capital                                           0                   0
                                                              ------------     ---------------
Cash generated from Operations                                   $245,392            $310,182
Use of Funds-Increase in Assets                                         0                   0
Decrease in Liabilities                                                 0               3,738
Decrease in Applicant's Deposit                                         0                   0
Offering Period Interest Expense to Limited Partners                    0                   0
  Investment Income Pd to LP's                                     28,260              33,904
  Return of Capital to LP's                                       189,391             206,685
                                                              ------------
                                                                               ---------------
Net Increase (Decrease) in Cash                                   $27,741             $65,855
Cash at the beginning of the year                                 $57,185             $84,926
Cash at the end of the year                                       $84,926            $150,781
Income & Distribution Data for $1,000 Invested Net Income
  CMI (Original Portfolio)  (GAAP Basis)                              $57                 $66
Net Income CMI II (New Portfolio of CMI)  (GAAP Basis)                $57                 $66
Cash Distribution to Investors for $1,000 Invested:  CMI
  (Original Portfolio)
    Income (1)                                                        $21                 $20
    Capital (1)                                                      $149                $169
  CMI  II (New Portfolio of CMI)
    Income (1)                                                        $12                 $21
    Capital (1)                                                       $74                 $93
Federal Income Tax Results for $1,000 Invested Capital
  Ordinary Income from Operations CMI (Original Portfolio)            $84                 $76
  Ordinary Income from Operations CMI II (New Portfolio of            $84                 $76
    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, 1997
    

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

                                                                                                        
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
San Francisco                 03/27/96               03/18/97              125000.00           *14059.97         139059.97
San Francisco                 04/15/93               03/19/97               70125.00           *22935.84          93060.84
San Mateo                     03/09/95               03/27/97               80000.00           *18925.90          98952.90
San Mateo                     04/11/96               04/21/97              325000.00           *32826.90         357826.90
Sonoma                        03/04/94               04/25/97               93400.00           *27746.86         121146.86
Tuolomne                      03/26/93               05/14/97              100000.00           *43838.58         143838.58
Santa Clara                   06/30/95               06/06/97               44000.00            *9251.29          53251.29
Marin                         10/17/95               06/09/97              770000.00          *105256.69         875256.69
San Mateo                     08/09/96               06/24/97               65000.00            *6511.02          71511.02
Stanislaus                    08/04/95               09/08/97               50000.00           *10746.68          60746.68
San Francisco                 09/12/95               10/01/97              250000.00           *57678.67         307678.67
San Mateo                     08/30/96               10/06/97              445000.00           *44544.27         489544.27
- -------------------- ------------------ ---------------------- ---------------------- ------------------- -----------------

         MULTIPLE 5+ UNITS (county)
==================== ================== ====================== ====================== =================== -----------------
PROPERTY                        FUNDED              CLOSED ON    MORTGAGE INVESTMENT           INTEREST/          PROCEEDS
                                                                              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, 1997
    


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

                                                                                                        
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
San Luis Obispo               03/14/96              05/23/97               300000.00           *45007.71         345007.71
San Mateo                     05/26/94              05/30/97               280000.00           *86457.95         366457.95
San Francisco                 10/28/96              07/17/97               975000.00           *82881.25        1057881.25
San Francisco                 01/15/97              07/17/97               745474.49           *32064.27         777538.76
San Francisco                 04/30/97              07/17/97                50000.00            *1300.00          51300.00
San Francisco                 04/20/95              09/18/97               400000.00           *55785.90         455785.90
San Mateo                     08/28/95              10/14/97               750000.00          *210514.55         960514.55
Santa Clara                   03/27/96              10/24/97               800000.00          *151285.28         951285.28
Santa Barbara                 05/10/94              10/31/97               425000.00          *167181.54         592181.54
San Mateo                     06/30/95              12/05/97               130000.00           *45729.11         175729.11
Santa Clara                   09/29/95              12/18/97              1050000.00          *278130.56        1328130.56
- -------------------- ------------------ --------------------- ----------------------- ------------------- -----------------
   
<FN>

     * Interest  payment  received for 1996, and  thereafter,  shown as gross of
mortgage servicing fee. Prior to 1996 interest payments shown as net of mortgage
servicing fee. In 1997, the  Partnership  paid  $189,692 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, 1997
    


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

                                                                                                        
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                330000.00           *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
San Mateo                    06/24/92              03/13/97                 81000.00           *45775.04         126775.04
San Francisco                04/15/93              03/19/97                 50000.00           *17967.50          67967.50
Alameda                      08/16/91              04/11/97                 66000.00           *41506.43         107506.43
San Mateo                    10/10/96              04/14/97                 29944.39            *1234.15          31178.54
San Francisco                07/15/96              05/09/97                320000.00           *20144.66         340144.66
Tuolomne                     03/26/93              05/14/97                175000.00           *36244.52         211244.52
San Mateo                    08/12/91              05/31/97                108270.70           *71684.54         179955.24
San Mateo                    06/19/92              06/18/97                 42500.00           *25030.01          67030.01
San Mateo                    12/30/90              06/19/97                 15000.00           *14166.94          29166.94
San Francisco                07/16/91              08/22/97                108000.00           *89977.37         197977.37
San Mateo                    03/29/90              08/29/97                 63960.00           *61632.29         125592.29
San Mateo                    06/10/92              09/05/97                145000.00           *95692.30         240692.30
San Francisco                10/09/96              09/12/97                238000.00           *12930.41         250730.41
Marin                        05/20/91              09/30/97                 63922.80          *100305.42         164228.22
San Francisco                04/16/91              10/23/97                343719.78           *90066.64         433786.42
San Francisco                11/06/92              11/04/97                  6133.33            *1932.57           8065.90
Alameda                      12/24/91              12/31/97                 37984.50           *17405.28          68376.95
- ------------------- ------------------ --------------------- ------------------------ ------------------- -----------------




   
                                                                TABLE V
                                                    PAYMENT OF MORTGAGE INVESTMENTS
                                                    REDWOOD MORTGAGE INVESTORS VII
                                                      FOR THE THREE YEARS ENDING
                                                           DECEMBER 31, 1997
    

         MULTIPLE 5+ UNITS (county)
=================== ================== ====================== ======================= =================== -----------------
PROPERTY                       FUNDED              CLOSED ON     MORTGAGE INVESTMENT           INTEREST/          PROCEEDS
                                                                              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
- ------------------- ------------------ ---------------------- ----------------------- ------------------- -----------------

         COMMERCIAL (county)
=================== ================== ====================== ======================= ================== ------------------
PROPERTY                       FUNDED              CLOSED ON     MORTGAGE INVESTMENT          INTEREST/           PROCEEDS
                                                                              AMOUNT          LATE/MISC            TO DATE
=================== ================== ====================== ======================= ================== ------------------
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          *50593.75          425593.75
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
Alameda                      12/13/91               01/31/97                52760.73          *67026.76          119787.49
Alameda                      12/12/90               03/24/97                50461.02          *68068.88          118529.90
Santa Cruz                   09/23/94               03/28/97               100000.00          *17765.69          117765.69
Alameda                      11/05/90               03/31/97               236177.62         *106668.62          342846.24
San Francisco                01/15/97               04/01/97               442500.00           *4022.19          446522.19
Contra Costa                 04/26/91               06/23/97               182475.81         *246883.76          429359.57
San Francisco                04/20/95               09/18/97               200000.00          *56821.69          256821.69
Contra Costa                 03/19/91               09/30/97               227957.56        *-186615.23           41342.33
Santa Clara                  03/27/96               10/24/97               400000.00          *54360.37          454360.37
Santa Barbara                05/10/94               10/31/97               125000.00          *50276.97          175276.97
Santa Clara                  09/29/95               12/18/97               700000.00         *169533.33          869533.33
San Mateo                    12/02/92               12/31/97                55000.00          *33308.16           88308.16
- ------------------- ------------------ ---------------------- ----------------------- ------------------ ------------------
   
<FN>

     * Interest  payment  received for 1996, and  thereafter,  shown as gross of
mortgage servicing fee. Prior to 1996 interest payments shown as net of mortgage
servicing  fee. In 1997,  the  Partnership  paid $83,559 in such fees to Redwood
Mortgage, the mortgage servicing agent.

</FN>
    




   
                                                                TABLE V
                                                    PAYMENT OF MORTGAGE INVESTMENTS
                                                     REDWOOD MORTGAGE INVESTORS VI
                                                      FOR THE THREE YEARS ENDING
                                                           DECEMBER 31, 1997
    

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

                                                                                                        
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
Contra Costa                 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
San Mateo                    10/10/96               04/14/97                37055.61           *1527.25           38582.86
Alameda                      07/01/90               07/02/97               233367.46        *-127393.18          105974.28
Sacramento                   03/13/92               10/31/97                55307.12         *-47694.39            7612.73
Alameda                      01/24/92               12/19/97                87300.00          *32875.31          120175.31
Alameda                      12/24/91               12/31/97                67257.75          *30820.92           98078.67
- ------------------- ------------------ ---------------------- ----------------------- ------------------ ------------------


         MULTIPLE 5+ UNITS (county)
=================== ================== ====================== ======================= ================== ------------------
PROPERTY                       FUNDED              CLOSED ON     MORTGAGE INVESTMENT          INTEREST/           PROCEEDS
                                                                              AMOUNT          LATE/MISC            TO DATE
=================== ================== ====================== ======================= ================== ------------------
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
Sacramento                   08/19/88               07/28/97               509985.54        *-214554.68          295430.86
- ------------------- ------------------ ---------------------- ----------------------- ------------------ ------------------





   
                                                                TABLE V
                                                    PAYMENT OF MORTGAGE INVESTMENTS
                                                     REDWOOD MORTGAGE INVESTORS VI
                                                      FOR THE THREE YEARS ENDING
                                                           DECEMBER 31, 1997
    


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

                                                                                                        
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
Alameda                      11/05/90               03/31/97                78740.20         *105095.44          183835.64
San Mateo                    08/01/90               01/24/97                50000.00          *42561.13           92561.13
Alameda                      12/12/90               03/24/97               210034.69         *283065.26          493099.95
Sonoma                       07/06/89               08/01/97               100000.00          *91374.72          191374.72
Contra Costa                 03/19/91               09/30/97               227755.59        *-186413.27           41342.32
Santa Barbara                05/10/94               10/31/97               100000.00          *40222.70          140222.70
Santa Clara                  09/29/95               12/18/97               550000.00          *83866.67          633866.67
- ------------------- ------------------ ---------------------- ----------------------- ------------------ ------------------
   
<FN>

     * Interest  payment  received for 1996, and  thereafter,  shown as gross of
mortgage servicing fee. Prior to 1996 interest payments shown as net of mortgage
servicing  fee. In 1997,  the  Partnership  paid  $39,918in such fees to Redwood
Mortgage, the mortgage servicing agent.

</FN>
    




   
                                                                TABLE V
                                                    PAYMENT OF MORTGAGE INVESTMENTS
                                                     REDWOOD MORTGAGE INVESTORS V
                                                      FOR THE THREE YEARS ENDING
                                                           DECEMBER 31, 1997
    

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

                                                                                                        
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               09/30/96                24030.32           22625.93          46,656.25
Marin                        01/23/87               12/13/96                60000.00          *57433.82          117433.82
San Francisco                04/15/93               03/19/97                93500.00          *23305.54          116805.54
San Francisco                12/09/94               06/10/97                14000.00           *3110.57           17110.57
San Francisco                04/16/91               10/23/97               342442.77          *91841.37          434284.14
Sacramento                   03/12/92               10/31/97                27664.73         *-23852.44            3812.29
San Mateo                    11/18/92               12/10/97                25000.00          *15165.60           40165.60
Alameda                      01/24/92               12/19/97                87300.00          *33156.31          120456.31
- ------------------- ------------------ ---------------------- ----------------------- ------------------ ------------------



         MULTIPLE 5+ UNITS (county)
=================== ================== ====================== ====================== =================== ------------------
PROPERTY                       FUNDED              CLOSED ON    MORTGAGE INVESTMENT           INTEREST/           PROCEEDS
                                                                             AMOUNT           LATE/MISC            TO DATE
=================== ================== ====================== ====================== =================== ------------------
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
- ------------------- ------------------ ---------------------- ---------------------- ------------------- ------------------




   
                                                                TABLE V
                                                    PAYMENT OF MORTGAGE INVESTMENTS
                                                     REDWOOD MORTGAGE INVESTORS V
                                                      FOR THE THREE YEARS ENDING
                                                           DECEMBER 31, 1997
    


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

                                                                                                        
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
San Mateo                    08/01/90               01/24/97               50000.00           *42804.93           92804.93
Contra Costa                 04/26/91               06/23/97              115032.96          *154302.43          269335.39
Contra Costa                 11/16/93               07/03/97              235000.00           *56654.84          291651.84
Sonoma                       07/06/89               08/01/97              100000.00           *91651.43          191651.43
Santa Clara                  09/29/95               12/18/97              100000.00           *26660.60          126666.60
- ------------------- ------------------ ---------------------- ---------------------- ------------------- ------------------
   
<FN>

     * Interest  payment  received for 1996, and  thereafter,  shown as gross of
mortgage servicing fee. Prior to 1996 interest payments shown as net of mortgage
servicing  fee.  In 1997,  the  Partnership  paid  $0.00 in such fees to Redwood
Mortgage, the mortgage servicing agent.

</FN>
    




   
                                                               TABLE V
                                                    PAYMENT OF MORTGAGE INVESTMENTS
                                                     REDWOOD MORTGAGE INVESTORS IV
                                                      FOR THE THREE YEARS ENDING
                                                           DECEMBER 31, 1997
    

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

                                                                                                        
Contra Costa                 02/14/92               04/27/95              303281.45           257935.00         561,216.45
Marin                        04/29/88               06/02/95               67000.00            55264.42          122264.42
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
Alameda                      09/02/92               07/15/97               78750.00           *45066.81          123816.81
San Mateo                    03/20/90               08/29/97               80000.00           *77498.01          157498.01
San Francisco                11/06/92               11/04/97               12266.67            *5240.50           17507.17
Santa Clara                  04/26/94               11/05/97               87500.00           *31938.26          119438.26
Alameda                      12/24/91               12/31/97               67257.75           *30392.45           97650.20
- ------------------- ------------------ ---------------------- ---------------------- ------------------- ------------------



         MULTIPLE 5+ UNITS (county)
=================== ================== ====================== ====================== =================== ------------------
PROPERTY                       FUNDED              CLOSED ON    MORTGAGE INVESTMENT           INTEREST/           PROCEEDS
                                                                             AMOUNT           LATE/MISC            TO DATE
=================== ================== ====================== ====================== =================== ------------------
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
- ------------------- ------------------ ---------------------- ---------------------- ------------------- ------------------


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




   
                                                                TABLE V
                                                    PAYMENT OF MORTGAGE INVESTMENTS
                                                     REDWOOD MORTGAGE INVESTORS IV
                                                      FOR THE THREE YEARS ENDING
                                                           DECEMBER 31, 1997
    


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

                                                                                                        
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
San Luis Obispo              03/14/96               05/23/97              200000.00           *30005.13          230005.13
Alameda                      12/12/90               03/24/97              201671.45          *271459.89          473131.34
Contra Costa                 04/26/91               06/23/97              114952.65          *154302.43          269255.08
San Mateo                    12/31/90               12/05/97              260000.00          *205321.34          465321.34
Santa Clara                  09/29/95               12/18/97              300000.00           *79483.33          379483.33
- -------------------- ----------------- ---------------------- ---------------------- ------------------- ------------------
   
<FN>

     * Interest  payment  received for 1996, and  thereafter,  shown as gross of
mortgage servicing fee. Prior to 1996 interest payments shown as net of mortgage
servicing  fee. In 1997,  the  Partnership  paid $53,475 in such fees to Redwood
Mortgage, the mortgage servicing agent.

</FN>
    




   
                                                                TABLE V
                                                    PAYMENT OF MORTGAGE INVESTMENTS
                                                    REDWOOD MORTGAGE INVESTORS III
                                                      FOR THE THREE YEARS ENDING
                                                           DECEMBER 31, 1997
    

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

                                                                                                        
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
Alameda                      11/29/94               05/19/97               60000.00           *15662.20           75662.20
Alameda                      11/03/94               07/10/97               73000.00           *19586.80           92586.80
Alameda                      09/02/92               07/15/97              100000.00           *57227.60          157227.60
San Mateo                    08/16/94               11/14/97               75000.00           *28380.54          103380.54
- -------------------- ----------------- ---------------------- ---------------------- ------------------- ------------------


         MULTIPLE 5+ UNITS (county)
- -------------------- ----------------- ---------------------- ---------------------- ------------------- ------------------
PROPERTY                       FUNDED              CLOSED ON    MORTGAGE INVESTMENT           INTEREST/           PROCEEDS
                                                                             AMOUNT           LATE/MISC            TO DATE
- -------------------- ================= ====================== ====================== =================== ------------------



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


         COMMERCIAL (county)
==================== ================= ====================== ====================== =================== ------------------
PROPERTY                       FUNDED              CLOSED ON    MORTGAGE INVESTMENT           INTEREST/           PROCEEDS
                                                                             AMOUNT           LATE/MISC            TO DATE
==================== ================= ====================== ====================== =================== ------------------
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
San Francisco                08/24/94               06/30/97               87500.00           *27241.69          114741.69



- -------------------- ----------------- ---------------------- ---------------------- ------------------- ------------------
   
<FN>

     * Interest  payment  received for 1996, and  thereafter,  shown as gross of
mortgage servicing fee. Prior to 1996 interest payments shown as net of mortgage
servicing  fee.  In 1997,  the  Partnership  paid $7,791 in such fees to Redwood
Mortgage, the mortgage servicing agent.

</FN>
    




   
                                                                TABLE V
                                                    PAYMENT OF MORTGAGE INVESTMENTS
                                                     REDWOOD MORTGAGE INVESTORS II
                                                      FOR THE THREE YEARS ENDING
                                                           DECEMBER 31, 1997
    


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

                                                                                                        
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
Santa Clara                  02/11/94               06/06/97               88000.00           *19621.27          107621.27
Sacramento                   03/12/97               10/31/97               13760.71          *-12627.29            1133.42
- -------------------- ----------------- ---------------------- ---------------------- ------------------- ------------------


         MULTIPLE 5+ UNITS (county)
==================== ================= ====================== ====================== ==================== -----------------
PROPERTY                       FUNDED              CLOSED ON    MORTGAGE INVESTMENT            INTEREST/          PROCEEDS
                                                                             AMOUNT            LATE/MISC           TO DATE
==================== ================= ====================== ====================== ==================== -----------------




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


         COMMERCIAL (county)
==================== ================= ====================== ====================== ==================== -----------------
PROPERTY                       FUNDED              CLOSED ON    MORTGAGE INVESTMENT            INTEREST/          PROCEEDS
                                                                             AMOUNT            LATE/MISC           TO DATE
==================== ================= ====================== ====================== ==================== -----------------
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
Santa Barbara                05/10/94               10/31/97               50000.00            *19780.28          69780.28
- -------------------- ----------------- ---------------------- ---------------------- -------------------- -----------------
   
<FN>

     * Interest  payment  received for 1996, and  thereafter,  shown as gross of
mortgage servicing fee. prior to 1996 interest payments shown as net of mortgage
servicing  fee.  In 1997,  the  Partnership  paid $4,577 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, 1997
    

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

                                                                                                        
Napa                         12/22/88               08/31/95               50000.00             40203.57          90203.57
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
Santa Clara                  02/11/94               06/06/97               88000.00            *29191.54         117191.54
Marin                        05/20/91               09/30/97               71000.00             *4894.30          75894.30
Sacramento                   03/13/92               10/31/97               13812.08           *-11914.86           1897.22
- -------------------- ----------------- ---------------------- ---------------------- -------------------- -----------------


         MULTIPLE 5+ UNITS (county)
- -------------------- ----------------- ---------------------- ---------------------- -------------------- -----------------
PROPERTY                       FUNDED              CLOSED ON    MORTGAGE INVESTMENT            INTEREST/          PROCEEDS
                                                                             AMOUNT            LATE/MISC           TO DATE
- -------------------- ----------------- ---------------------- ---------------------- -------------------- -----------------
Alameda                      03/17/95               05/31/96                2166.67              *286.88           2453.55
- -------------------- ----------------- ---------------------- ---------------------- -------------------- -----------------


         COMMERCIAL (county)
==================== ================= ====================== ====================== ==================== -----------------
PROPERTY                       FUNDED              CLOSED ON    MORTGAGE INVESTMENT            INTEREST/          PROCEEDS
                                                                             AMOUNT            LATE/MISC           TO DATE
==================== ================= ====================== ====================== ==================== -----------------
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, and  thereafter,  shown as gross of
mortgage servicing fee. Prior to 1996 interest payments shown as net of mortgage
servicing  fee.  In 1997,  the  Partnership  paid $7,499 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, 1997
    

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

                                                                                                        
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
Alameda                      11/29/94               03/13/97               60000.00            *13896.74          73896.74
Amador                       02/23/96               06/03/97               45000.00             *5047.64          50047.64
Santa Clara                  04/26/94               11/05/97               87500.00            *31938.26         119438.26
San Mateo                    02/28/97               12/29/97               35000.00             *3097.18          38097.18
- -------------------- ----------------- ---------------------- ---------------------- -------------------- -----------------

         MULTIPLE 5+ UNITS(county)
==================== ================= ====================== ====================== ==================== -----------------
PROPERTY                       FUNDED              CLOSED ON    MORTGAGE INVESTMENT            INTEREST/          PROCEEDS
                                                                             AMOUNT            LATE/MISC           TO DATE
==================== ================= ====================== ====================== ==================== -----------------
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
- -------------------- ----------------- ---------------------- ---------------------- -------------------- -----------------

         COMMERCIAL (county)
==================== ================= ====================== ====================== ==================== -----------------
PROPERTY                       FUNDED              CLOSED ON    MORTGAGE INVESTMENT            INTEREST/          PROCEEDS
                                                                             AMOUNT            LATE/MISC           TO DATE
==================== ================= ====================== ====================== ==================== -----------------
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
Contra Costa                 06/21/88               04/07/97               54600.00            *28890.31          83490.31
San Francisco                08/24/94               06/30/97               87500.00            *27241.68         114741.68
Santa Barbara                05/10/94               10/31/97              100000.00            *39560.36         139560.36
- -------------------- ----------------- ---------------------- ---------------------- -------------------- -----------------
   
<FN>

     * Interest  payment  received for 1996, and  thereafter,  shown as gross of
mortgage servicing fee. Prior to 1996 interest payments shown as net of mortgage
servicing  fee. In 1997,  the  Partnership  paid $14,935 in such fees to Redwood
Mortgage, the mortgage servicing agent.

</FN>
    




   
                                  ATTACHMENT II
                                       to
                      SUPPLEMENT NO. 4 DATED APRIL 24, 1998
    



     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,  1997.  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, 1997. This  information  updates the information  provided on page 36 of the
Prospectus.
    





Name of          Number of       Estimated Total       Outstanding Mortgage           Total Outstanding
Partnership       Mortgage          Amount. of         Investments Balances         Mortgage Investments
                Investments          Mortgage          Originated 01/01/95             Balances as of
                                   Investments             to 12/31/97                 12/31/97 (from
                                                                                         inception)
- --------------- ------------- -- ----------------- -- ----------------------- ---- ------------------------


                                                                                        
CMI                     18          $1,465,266.67               $843,070.69               $1,403,563.46
RMI                     13            $565,002.59               $645,223.29               $1,245,094.31
RMI II                   8            $391,430.77               $340,930.77                 $716,361.56
RMI III                 11            $812,348.72               $805,905.37               $1,327,307.23
RMI IV                  20          $3,864,698.69             $2,789,827.79               $8,377,848.77
RMI V                    9            $506,022.74               $205,161.80               $2,375,830.09
RMI VI                  25          $4,647,356.00             $1,914,240.15               $8,104,984.41
RMI VII                 46         $20,995,761.32             $9,483,267.24              $13,449,741.09
=============== =========== ==== ================= ===== =================== ====== ====================
TOTAL                  150         $33,247,887.50            $17,027,627.10              $37,000,730.92
=============== =========== ==== ================= ===== =================== ====== ====================




   
                                  ATTACHMENT II
                                       to
                     SUPPLEMENT NO. 4 DATED APRIL 24 , 1998
                                          


                 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 37 of the Prospectus.

Mortgage Investments

        First Trust Deeds                                     $17,545,887.50
        Second Trust Deeds                                     13,833,000.00
        Third Trust Deeds                                       1,869,000.00

                                                            =================
Total                                                         $33,247,887.50

Location of Mortgage Investments by County

        San Francisco                                          $8,893,444.39
        Santa Clara                                             7,429,680.00
        Alameda                                                 6,133,500.00
        San Mateo                                               3,706,025.61
        Stanislaus                                              1,625,000.00
        Ventura                                                 1,131,000.00
        Monterey                                                1,097,000.00
        Solano                                                    540,000.00
        Sacramento                                                495,000.00
        Contra Costa                                              382,500.00
        Riverside                                                 300,000.00
        San Joaquin                                               275,000.00
        Marin                                                     225,500.00
        Shasta                                                    225,000.00
        San Luis Obispo                                           200,000.00
        Santa Cruz                                                192,000.00
        Sonoma                                                    137,037.50
        El Dorado                                                  88,200.00
        Mariposa                                                   77,000.00
        Placer                                                     55,000.00
        Napa                                                       40,000.00

                                                            -----------------
        Total                                                 $33,247,887.50

                                                            =================

Type of Property

        Commercial                                            $14,625,880.00
        Owner Occupied Homes                                    1,756,051.89
        Apartments                                              6,898,750.00
        Non-Owner Homes                                         6,329,805.61
        Raw Land                                                3,637,400.00
                                                            -----------------

Total                                                         $33,247,887.50
                                                            =================




   
                                 ATTACHMENT III
                                       to
                     SUPPLEMENT NO. 4 DATED APRIL 24 , 1998
                                          

                              FINANCIAL STATEMENTS
                                       OF
                         REDWOOD MORTGAGE INVESTORS VIII





                         REDWOOD MORTGAGE INVESTORS VIII
                       (A California Limited Partnership)

                                         
                              FINANCIAL STATEMENTS
                           DECEMBER 31, 1997 and 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, 1997 and 1996 and the
statements of income,  changes in partners capital and cash flows for the three
years ended December 31,1997.  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, 1997 and 1996,  and the results of its  operations  and
cash flows for the three years ended  December  31,  1997,  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/ Parodi & Cropper
                                PARODI & CROPPER





Lafayette, California
February 27,1998




                                                    REDWOOD MORTGAGE INVESTORS VIII
                                                  (A California Limited Partnership)
                                                            BALANCE SHEETS
                                                      DECEMBER 31, 1997 AND 1996


                                                                ASSETS


                                                                          1997                 1996
                                                                     ---------------      ---------------

Cash                                                                       $663,159             $664,434
                                                                     ---------------      ---------------

Accounts receivable:
                                                                                               
  Mortgage Investments, secured by deeds of trust                        25,304,989           15,642,990
  Accrued Interest on Mortgage Investments                                  341,976              196,530
  Advances on Mortgage Investments                                          205,804                8,679
  Accounts receivables, unsecured                                            62,844               75,334
                                                                     ---------------      ---------------
                                                                         25,915,613           15,923,533

  Less allowance for doubtful accounts                                      257,500              117,803
                                                                     ---------------      ---------------
                                                                         25,658,113           15,805,730
                                                                     ---------------      ---------------

Real Estate owned, acquired through foreclosure,
 held for sale                                                               70,138               66,991
Investment in limited liability corporation, at cost which
  approximates market                                                       251,139              191,139
Organization costs, less accumulated amortization of $10,625
 and $8,125, respectively                                                     1,875                4,375
Due from related companies                                                    2,999                  311
Prepaid expense-deferred loan fee                                            10,151               20,720
                                                                     ---------------      ---------------
 
                                                                        $26,657,574          $16,753,700
                                                                     ===============      ===============


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





                                                    REDWOOD MORTGAGE INVESTORS VIII
                                                  (A California Limited Partnership)
                                                            BALANCE SHEETS
                                                      DECEMBER 31, 1997 AND 1996

                                                   LIABILITIES AND PARTNERS CAPITAL


                                                                          1997                 1996
                                                                     ---------------      ---------------

Liabilities:
                                                                                               
  Accounts payable and accrued expenses                                      $3,355              $20,625
  Note payable - bank line of credit                                      5,640,000            1,500,000
  Deferred interest income                                                   83,066              217,480
  Subscriptions to partnership in applicant status                                0              310,937
                                                                     ---------------      ---------------
                                                                          5,726,421            2,049,042
                                                                     ---------------      ---------------



Partners Capital:
     Limited partners capital, subject to redemption (note 4E):
          Net of unallocated syndication costs of $431,994 and
          $414,190 for 1997 and 1996, respectively:
          and formation loan receivable of $1,386,693 and
            $1,073,706 for 1997 and 1996, respectively                   20,914,721           14,693,293

     General Partners Capital, net of unallocated syndication
costs
          of $4,364 and $4184 for 1997 and 1996, respectively                16,432               11,365
                                                                     ---------------      ---------------

                     Total Partners  Capital                             20,931,153           14,704,658
                                                                     ---------------      ---------------

                     Total Liabilities and Partners  Capital            $26,657,574          $16,753,700
                                                                     ===============      ===============

<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, 1997



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

                                                                    1997              1996                1995
                                                                -------------     --------------      --------------
Revenues:
                                                                                                       
  Interest on Mortgage Investments                                $2,613,008         $1,718,208          $1,031,029
  Interest on bank deposits                                            9,487              4,083              13,120
  Late charges                                                         6,432              3,847               3,876
  Miscellaneous                                                          530                497               2,211
                                                                -------------     --------------      --------------
                                                                   2,629,457          1,726,635           1,050,236
                                                                -------------     --------------      --------------

Expenses:
  Mortgage servicing fees                                            189,692            155,912              85,456
  Interest on note payable - bank                                    340,633            188,638              25,889
  Amortization of loan origination fees                               16,819             11,999               2,531
  Provision for doubtful accounts and losses on real estate
    acquired through foreclosure                                     139,804             55,383              26,032
  Asset management fee - General Partner                              24,966             17,053              11,587
  Amortization of organization costs                                   2,500              2,500               2,500
  Clerical costs through Redwood Mortgage                             54,549             38,799              22,769
  Professional services                                               36,717             17,687              16,178
  Printing, supplies and postage                                       9,584              1,192                  92
  Other                                                                5,673              3,947               1,461
                                                                -------------     --------------      --------------
                                                                     820,937            493,110             194,495
                                                                -------------     --------------      --------------

Income before interest credited to partners in applicant           1,808,520          1,233,525             855,741
status

Interest credited to partners in applicant status                      9,562              2,618              18,908
                                                                -------------     --------------      --------------

Net Income                                                        $1,798,958         $1,230,907            $836,833
                                                                =============     ==============      ==============

Net income:  To General Partners(1%)                                 $17,990            $12,309              $8,368
                     To Limited Partners (99%)                     1,780,968          1,218,598             828,465
                                                                =============     ==============      ==============
Total - net income                                                $1,798,958         $1,230,907            $836,833
                                                                =============     ==============      ==============

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

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

<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, 1997

                                                                                  PARTNERS CAPITAL
                                                            --------------------------------------------------------------
                                                                              LIMITED PARTNERS CAPITAL
                                                            --------------------------------------------------------------
                                                              Capital
                                          Partners In         Account       Unallocated        Formation
                                           Applicant          Limited       Syndication          Loan
                                            Status           Partners          Costs          Receivable         Total
                                         --------------     ------------    -------------     ------------    ------------


                                                                                                       
Balances at December 31, 1994                 $189,300       $7,519,424       $(234,303)       $(525,256)      $6,759,865

Contributions of Application                 3,634,264                0                0        (250,373)       (250,373)
Formation Loan increases                             0                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)        3,831,211                0                0       3,831,211

Net Income                                           0          828,465                0                0         828,465
Syndication costs incurred                           0                0        (173,581)                0       (173,581)
Allocation of syndication costs                      0         (85,045)           85,045                0               0
Partners  withdrawals                                0        (308,554)                0                0       (308,554)
Early withdrawal penalties                           0            (564)              162              400             (2)
                                         --------------     ------------    -------------     ------------    ------------

Balances at December 31, 1995                        0       11,784,937        (322,677)        (775,229)      10,687,031

Contributions on Application                 4,172,718                0                0                0               0
Formation Loan increases                             0                0                0        (314,996)       (314,996)
Formation Loan payments                              0                0                0            8,961           8,961
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)        3,859,312                0                0       3,859,312

Net Income                                           0        1,218,598                0                0       1,218,598
Syndication costs incurred                           0                0        (212,542)                0       (212,542)
Allocation of syndication costs                      0        (116,523)          116,523                0               0
Partners  withdrawals                                0        (553,027)                0                0       (553,027)
Early withdrawal penalties                           0         (12,108)            4,506            7,558            (44)
                                         --------------     ------------    -------------     ------------    ------------

Balances at December 31, 1996                  310,937       16,181,189        (414,190)                       14,693,293
                                                                                              (1,073,706)

Contributions on Application                 5,251,969                0                0                0               0
Formation Loan increases                             0                0                0        (420,510)       (420,510)
Formation Loan payments                              0                0                0           98,999          98,999
Interest   credited   to   partners  in          9,562                0                0                0               0
applicant status

Upon admission to Partnership:
    Interest withdrawn                         (1,849)                0                0                0               0
    Transfers to Partners  capital         (5,570,619)        5,565,372                0                0       5,565,372

Net Income                                           0        1,780,968                0                0       1,780,968
Syndication costs incurred                           0                0        (188,517)                0       (188,517)
Allocation of syndication costs                      0        (166,023)          166,023                0               0
Partners  withdrawals                                0        (614,837)                0                0       (614,837)
Early withdrawal penalties                           0         (13,261)            4,690            8,524            (47)
                                         --------------     ------------    -------------     ------------    ------------

Balances at December 31, 1997                       $0      $22,733,408       $(431,994)      $(1,386,693)    $20,914,721
                                         ==============     ============    =============     ============    ============
<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, 1997

                                                                          PARTNERS CAPITAL
                                            ------------------------------------------------------------------------------
                                                            GENERAL PARTNERS CAPITAL
                                            ----------------------------------------------------------

                                                Capital           Unallocated                                  Total
                                                Account           Syndication             Total              Partners
                                                General              Costs                                    Capital
                                               Partners
                                            ----------------    -----------------    -----------------     ---------------


                                                                                                          
Balances at December 31, 1994                        $7,737             $(2,366)               $5,371          $6,765,236

Contributions of Application                              0                    0                    0                   0
Formation loan increases                                  0                    0                    0           (250,373)
Interest   credited   to   partners  in                   0                    0                    0                   0
applicant status

Upon admission to partnership:
    Interest withdrawn                                    0                    0                    0                   0
    Transfers to Partners capital                     3,588                    0                3,588           3,834,799

Net Income                                            8,368                    0                8,368             836,833
Syndication costs incurred                                0              (1,753)              (1,753)           (175,334)
Allocation of syndication costs                       (859)                  859                    0                   0
Partners  withdrawals                               (7,509)                    0              (7,509)           (316,063)
Early withdrawal penalties                                0                    2                    2                   0
                                            ----------------    -----------------    -----------------     ---------------

Balances at December 31, 1995                        11,325              (3,258)                8,067          10,695,098

Contributions on Application                              0                    0                    0                   0
Formation loan increases                                  0                    0                    0           (314,996)
Formation loan payments                                                                                             8,961
Interest   credited   to   partners  in                   0                    0                    0                   0
applicant status

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

Net Income                                           12,309                    0               12,309           1,230,907
Syndication costs incurred                                0              (2,147)              (2,147)           (214,689)
Allocation of syndication costs                     (1,177)                1,177                    0                   0
Partners  withdrawals                              (11,132)                    0             (11,132)           (564,159)
Early withdrawal penalties                                0                   44                   44                   0
                                            ----------------    -----------------    -----------------     ---------------

Balances at December 31, 1996                        15,549              (4,184)               11,365          14,704,658

Contributions on Application                              0                    0                    0                   0
Formation Loan increases                                  0                    0                    0           (420,510)
Formation Loan payments                                   0                    0                    0              98,999
Interest   credited   to   partners  in                   0                    0                    0                   0
applicant status

Upon admission to partnership:
    Interest withdrawn                                    0                    0                    0                   0
    Transfers to Partners  capital                    5,247                    0                5,247           5,570,619

Net Income                                           17,990                    0               17,990           1,798,958
Syndication costs incurred                                0              (1,904)              (1,904)           (190,421)
Allocation of syndication costs                     (1,677)                1,677                    0                   0
Partners  withdrawals                              (16,313)                    0             (16,313)           (631,150)
Early withdrawal penalties                                0                   47                   47                   0
                                            ----------------    -----------------    -----------------     ---------------

Balances at December 31, 1997                       $20,796             $(4,364)              $16,432         $20,931,153
                                            ================    =================    =================     ===============
<FN>
See accompanying notes to financial statements
</FN>





                                                    REDWOOD MORTGAGE INVESTORS VIII
                                                  (A California Limited Partnership)
                                                       STATEMENTS OF CASH FLOWS
                                              FOR THE THREE YEARS ENDED DECEMBER 31, 1997


                                                                       1997              1996                1995
                                                                   --------------    --------------      -------------
Cash flows from operating activities:
                                                                                                         
  Net income                                                          $1,798,958        $1,230,907           $836,833
  Adjustments to reconcile net income to net cash provided by
       operating activities:
    Amortization of organization costs                                     2,500             2,500              2,500
    Provision for doubtful accounts.                                     139,804            78,651             26,032
    Provision for losses (gains) on real estate held for sale                  0          (23,268)                  0
    Increase (decrease) in accounts payable                             (17,270)            16,615              4,010
    (Increase) in accrued interest & advances                          (342,571)          (83,477)           (45,334)
    (Increase) decrease in amount due from related companies             (2,688)             2,738            (3,049)
    (Increase) decrease in deferred loan fee                              10,569           (3,002)           (17,718)
    Increase (decrease ) in deferred interest income                   (134,414)           217,480                  0
                                                                   --------------    --------------      -------------
                                                                                     --------------

      Net cash provided by operating activities                        1,454,888         1,439,144            803,274
                                                                   --------------    --------------      -------------

Cash flows from investing activities:


    Principal collected on Mortgage Investments                       10,279,337         9,019,190          1,508,190
    Mortgage Investments made                                       (19,941,336)      (13,148,944)        (7,133,221)
    Disposition of real estate held for sale                                   0           299,154                  0
    Additions to real estate held for sale                               (3,254)                 0                  0
    Additions to Limited Liability Corporation                          (60,000)                 0                  0
    Accounts receivables, unsecured - (disbursements) receipts            12,490           (4,018)            (8,830)
                                                                  ---------------    --------------      -------------

      Net cash used in investing activities                          (9,712,763)       (3,834,618)        (5,633,861)
                                                                  ---------------    --------------      -------------

Cash flows from financing activities

   Increase (decrease) in note payable-bank                            4,140,000         (410,000)          1,910,000
   Contributions by partner applicants                                 5,251,969         4,172,718          3,634,264
   Interest credited to partners in applicant status                       9,562             2,618             18,908
   Interest withdrawn by partners in applicant status                    (1,849)             (863)            (7,673)
   Partners withdrawals                                                (631,150)         (564,159)          (316,063)
   Syndication costs incurred                                          (190,421)         (214,689)          (175,334)
   Formation Loan increases                                            (420,510)         (314,996)          (250,373)
   Formation Loan collections                                             98,999             8,961                  0
                                                                  ---------------    --------------      -------------

      Net cash provided by financing activities                        8,256,600         2,679,590          4,813,729
                                                                  ---------------    --------------      -------------

Net increase (decrease) in cash and cash equivalents                     (1,275)           284,116           (16,858)

Cash - beginning of period                                               664,434           380,318            397,176
                                                                  ---------------    --------------      -------------

Cash - end of period                                                    $663,159          $664,434           $380,318
                                                                  ===============    ==============      =============
<FN>
See accompanying notes to financial statements.
</FN>



                         REDWOOD MORTGAGE INVESTORS VIII
                       (A California Limited Partnership)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1997

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
Mortgage  Investments  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,
1997, the  Partnership was in the offering stage,  wherein  contributed  capital
totalled  $20,489,676 in limited partner  contributions of an approved aggregate
offering of $45,000,000, in units of $100 each (204,897).

     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)  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  loans 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 commenced on
January 1, 1997,  following the year the initial offering  closed,  which was in
1996.

     The Formation Loan relating to the second offering  ($30,000,000)  totalled
$435,895  at  December  31,  1997,  which  was  7.8%  of  the  limited  partners
contributions  of  $5,557,659.  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 elect to 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 beginning December
31, 1997.  Upon  completion of the  offering,  the balance will be repaid in ten
equal annual installments.



                                                    REDWOOD MORTGAGE INVESTORS VIII
                                                  (A California Limited Partnership)
                                                     NOTES TO FINANCIAL STATEMENTS
                                                           DECEMBER 31, 1997

The following summarizes Formation Loan transactions to December 31, 1997:

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


                                                                                         
Limited Partner contributions                  $14,932,017            $5,557,659          $20,489,676
                                            ===============       ===============      ===============

Formation Loan made                             $1,074,840               435,895            1,510,735
Payments to date                                 (107,960)                     0            (107,960)
Early withdrawal penalties applied                (16,082)                     0             (16,082)
                                            ---------------       ---------------      ---------------

Balance December 31, 1996                         $950,798              $435,895           $1,386,693
                                            ===============       ===============      ===============

Percent loaned of Partners  contributions             7.2%                  7.8%                 7.4%
                                            ===============       ===============      ===============

<FN>
     The Formation Loan, which is receivable from Redwood Mortgage, an affiliate
of the General Partners, has been deducted from Limited Partners Capital in the
balance  sheet.  As amounts are collected from Redwood  Mortgage,  the deduction
from capital will be reduced.
</FN>

     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, 1997,  organization  costs of $12,500 and syndication
costs of  $861,031  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          291,166         861,031         12,500          873,531
Early withdrawal penalties         (9,451)                0         (9,451)              0          (9,451)
applied
Allocated and amortized to       (386,296)         (28,926)       (415,222)       (10,625)        (425,847)
date

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

December 31, 1997 balance         $174,118          262,240         436,358          1,875          438,233
                                =========== ==== =========== === =========== ==== ========= ==== ===========
<FN>
     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, 1997,  syndication costs  attributable to the subsequent
offering  ($30,000,000)  totalled  $291,166,  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.
</FN>



                         REDWOOD MORTGAGE INVESTORS VIII
                       (A California Limited Partnership)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1997

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A Accrual Basis

     Revenues and expenses are  accounted for on the accrual basis of accounting
wherein  income is recognized as earned and expenses are recognized as incurred.
Once a Mortgage  Investment is  categorized  as impaired,  interest is no longer
accrued thereon.

B. Management Estimates

     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,  including  the valuation of impaired
mortgage  investments,  and  the  valuation  of  real  estate  acquired  through
foreclosure. Actual results could differ significantly from these estimates.

C. Mortgage Investments, Secured by Deeds of Trust

     The  Partnership  has both the  intent  and  ability  to hold the  Mortgage
Investments to maturity, i.e., held for long-term investment. They are therefore
valued at cost for financial  statement  purposes  with  interest  thereon being
accrued by the simple interest method.

     Financial   Accounting  Standards  Board  Statements  (SFAS)  114  and  118
(effective  January 1, 1995) provide that if the probable  ultimate  recovery of
the carrying amount of a Mortgage  Investment,  with due  consideration  for the
fair value of  collateral,  is less than the  recorded  investment  and  related
amounts due and the  impairment is considered  to be other than  temporary,  the
carrying  amount of the investment  (cost) shall be reduced to the present value
of future cash flows.  The adoption of these  statements did not have a material
effect on the  financial  statements  of the  Partnership  because  that was the
valuation method previously used on impaired loans.

     At December 31, 1997,  1996, and 1995,  there were no Mortgage  Investments
categorized as impaired by the Partnership. Had there been a computed amount for
the reduction in carrying  values of impaired  loans,  the reduction  would have
been included in the allowance for doubtful accounts.

     As presented in Note 10 to the financial  statements,  the average Mortgage
Investment  to  appraised  value  of  security  at  the  time  the  losses  were
consummated  was  55.83%.  When a loan is valued  for  impairment  purposes,  an
updating is made in the valuation of collateral  security.  However,  such a low
loan to value ratio has the tendency to minimize reductions for impairment.

D. Cash and Cash Equivalents

     For purposes of the  statements  of cash flows,  cash and cash  equivalents
include interest bearing and non-interest bearing bank deposits.

E. Real Estate Owned, Held for Sale

     Real Estate owned,  held for sale,  includes real estate  acquired  through
foreclosure  and is  stated  at the  lower  of the  recorded  investment  in the
property,  net of any senior  indebtedness,  or at the propertys estimated fair
value,  less estimated  costs to sell. At December 31, 1997,  there was one such
piece of property  with costs  totaling  $75,138  less a reduction  of $5,000 to
arrive at the net fair value of $70,138.


                         REDWOOD MORTGAGE INVESTORS VIII
                       (A California Limited Partnership)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1997

     Effective  January 1, 1996,  the  Partnership  adopted  the  provisions  of
Statement  No 121  (SFAS  121)  of the  Financial  Accounting  Standards  Board,
Accounting  for the Impairment of Long Lived Assets and for Long Lived Assets to
be disposed of. The adoption of SFAS 121 did not have a material  impact on the
Partnerships  financial  position because the methods indicated were essentially
those previously used by the Partnership.

F. Investment in Limited Liability Corporation (see Note 7)

     The Partnership  carries its investment in a Limited Liability  Corporation
as investment in real estate, which is at the lower of costs or fair value, less
estimated costs to sell.

G. Income Taxes

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

H. Organization and Syndication Costs

     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.

I. Allowance for Doubtful Accounts 

     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  accounts to adjust the allowance for doubtful  accounts to
an amount  considered by management to be adequate,  with due  consideration  to
collateral values, to provide for unrecoverable  accounts receivable,  including
impaired  Mortgage  Investments,   unspecified  mortgage  investments,   accrued
interest and advances on Mortgage  Investments,  and other  accounts  receivable
(unsecured).  The  composition  of the  allowance  for  doubtful  accounts as of
December 31, 1997, and 1996 was as follows:

                                                  December 31,
                                 ----------------------------------------------
                                      1997                            1996
                                 --------------                 ---------------

Impaired mortgage investments          $0                              $0
Unspecified mortgage investments  213,500                          72,803
Amounts receivable, unsecured      44,000                          45,000
                                 ---------                 ---------------
                                 $257,500                        $117,803
                                 ==========                 ===============


                         REDWOOD MORTGAGE INVESTORS VIII
                       (A California Limited Partnership)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1997

J. Net Income Per $1,000 Invested

     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 are 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,  Mortgage  Investment  brokerage  commissions  will be limited to an
amount not to exceed 4% of the total  Partnership  assets per year. The Mortgage
Investment  brokerage  commissions  are paid by the borrowers,  and thus, not an
expense of the Partnership.  In 1997, Mortgage Investment brokerage  commissions
paid by the borrowers was $837,399.

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.  Mortgage servicing fees of $189,692,  $155,912 and $85,456
were incurred for years 1997, 1996 and 1995 respectively.

C. Asset Management Fee

     The General  Partners  receive monthly fees for managing the  Partnerships
Mortgage  Investment  portfolio and operations up to 1/32 of 1% of the net asset
value (3/8 of 1% annual).  Management fees of $24,966,  $17,053 and $11,587 were
incurred for years 1997, 1996 and 1995, respectively.


                         REDWOOD MORTGAGE INVESTORS VIII
                       (A California Limited Partnership)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1997
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, 1997 a General Partner,  GYMNO Corporation,
had  contributed  $20,488,  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.

     During the periods  ending  December 31,  1997,  1996,  and 1995,  interest
totalling $9,562, $2,618 and $18,908  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,  a compounding investor may subsequently change
his  election,  but  an  investors  election  to  have  cash  distributions  is
irrevocable.


                         REDWOOD MORTGAGE INVESTORS VIII
                       (A California Limited Partnership)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1997

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.

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 expiring  September 30, 1999, of
up to $6,000,000 at .5% over prime secured by its Mortgage Investment portfolio.
The note payable  balances were  $5,640,000 and $1,500,000 at December 31, 1997,
and 1996,  respectively,  and the  interest  rate was 9% at December  31,  1997,
(8.50% prime plus .50%).


                         REDWOOD MORTGAGE INVESTORS VIII
                       (A California Limited Partnership)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1997

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  is  owned  100%  by  the  Partnership,  will  complete  the
construction and sell the property.  The Partnership expects to realize a profit
from the venture.

NOTE 8 - INCOME TAXES

     The following reflects a reconciliation from net assets (Partners Capital)
reflected in the financial statements to the tax basis of those net assets:



                                                                          December 31,
                                                            ------------------------------------------
                                                                  1997                      1996
                                                            -----------------          ---------------

                                                                                           
Net Assets - Partners Capital per financial statements          $20,931,153              $14,704,658
Unamortized syndication costs                                        436,358                  418,374
Allowance for doubtful accounts                                      257,500                  117,803
Formation loans receivable                                         1,386,693                1,073,706
                                                            -----------------          ---------------
Net assets tax basis                                             $23,011,704              $16,314,541
                                                            =================          ===============
<FN>
     In 1997,  approximately  61% of taxable  income was allocated to tax exempt
organizations, i.e., retirement plans. Such plans do not have to file income tax
returns  unless their  unrelated  business  income  exceeds  $1,000.  Applicable
amounts become taxable when distribution is made to participants.
</FN>


NOTE 9 - FAIR VALUE OF FINANCIAL INVESTMENTS

     The following  methods and assumptions were used to estimate the fair value
of financial instruments:

     (a) Cash and Cash  Equivalents The carrying  amount equals fair value.  All
amounts, including interest bearing, are subject to immediate withdrawal.

     (b)  The  carrying  value  of  mortgage   investments  (see  note  2(c)  is
$25,304,989.  The fair value of these  investments  of  $25,710,340 is estimated
based upon projected  cash flows  discounted at the estimated  current  interest
rates at  which  similar  loans  would be made.  The  applicable  amount  of the
allowance for doubtful accounts along with accrued interest and advances related
thereto  should  also be  considered  in  evaluating  the fair value  versus the
carrying value.



                         REDWOOD MORTGAGE INVESTORS VIII
                       (A California Limited Partnership)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1997

NOTE 10- ASSET CONCENTRATIONS AND CHARACTERISTICS

     The  Mortgage  Investments  are  secured  by  recorded  deeds of trust.  At
December  31,  1997,  there were 55 Mortgage  Investments  outstanding  with the
following characteristics:


                                                                                                       
Number of Mortgage Investments outstanding                                                                55
Total Mortgage Investments outstanding                                                           $25,304,989

Average Mortgage Investment outstanding                                                             $460,091
Average Mortgage Investment as percent of total                                                        1.82%
Average Mortgage Investment as percent of Partners Capital                                            2.20%

Largest Mortgage Investment outstanding                                                            2,100,000
Largest Mortgage Investment as percent of total                                                        8.30%
Largest Mortgage Investment as percent of Partners Capital                                           10.03%

Number of counties where security is located (all California)                                             14
Largest percentage of Mortgage Investments in one county                                              23.85%
Average Mortgage Investment to appraised value of security at time loan was consummated               55.83%

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



The following categories of mortgage investments are pertinent at December 31, 1997 and 1996:


                                                                          December 31,
                                                            ------------------------------------------
                                                                  1997                      1996
                                                            -----------------          ---------------

                                                                                            
First Trust Deeds                                                $17,103,865               $6,545,779
Second Trust Deeds                                                 8,163,624                8,797,211
Third Trust Deeds                                                     37,500                  300,000
                                                            -----------------          ---------------
  Total mortgage investments                                      25,304,989               15,642,990
Prior liens due other lenders                                     24,224,566               25,161,374
                                                            -----------------          ---------------
  Total debt                                                     $49,529,555              $40,804,364
                                                            =================          ===============

Appraised property value at time of loan                         $88,714,541              $70,100,408
                                                            =================          ===============

Total investments as a percent of appraisals                          55.83%                   58.21%
                                                            =================          ===============

Investments by Type of Property

Owner occupied homes                                              $2,445,423               $1,808,921
Non-Owner occupied homes                                           5,318,722                2,288,036
Apartments                                                         5,982,649                2,521,515
Commercial                                                        11,558,195                9,024,518
                                                            =================          ===============
                                                                 $25,304,989              $15,642,990
                                                            =================          ===============
<FN>
The interest rates on the mortgage investments range from 8.00% to 14.00% at December 31, 1997.
</FN>


                         REDWOOD MORTGAGE INVESTORS VIII
                       (A California Limited Partnership)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1997

     Scheduled  maturity  dates of mortgage  investments as of December 31, 1997
are as follows:

                        Year Ending
                        December 31,
                     -------------------

                            1998                        $3,631,543
                            1999                         7,707,533
                            2000                         5,016,894
                            2001                         1,887,779
                            2002                         1,546,742
                         Thereafter                      5,514,498
                                                    ===============
                                                       $25,304,989
                                                    ===============


     The  scheduled  maturities  for 1998 include  approximately  $1,123,089  in
Mortgage  Investments  which are past  maturity at December 31,  1997.  Interest
payment on these loans are current.

     One Mortgage  Investment in the  principal  amount of $118,811 had interest
paid through September 1, 1996, and is in foreclosure.  That Mortgage Investment
which is the only loan  categorized  as delinquent,  is not considered  impaired
because the underlying security is sufficient to cover amount due.

     The cash  balance at December  31,  1997 of  $663,159  was in one bank with
interest  bearing  balances  totalling  $597,751.  The  balances  exceeded  FDIC
insurance  limits (up to $100,000 per bank) by  $563,159.  This bank is the same
financial  institution  that has provided the  Partnership  with the  $6,000,000
limit line of credit.  At December 31, 1997, draw down against this facility was
$5,640,000.  As and when deposits in the  Partnerships  bank accounts  increase
significantly  beyond the  insured  limit,  the funds are  either  placed on new
Mortgage Investments or used to pay-down on the line of credit balance.



                                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,  1997,  and 1996,  and the related  statements  of income  (loss),
stockholders equity and cash flows for the year ended December 31, 1997 and the
six  months  ended  December  31,  1996  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, 1997,  and 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
April 8, 1998




                                                           GYMNO CORPORATION
                                                            BALANCE SHEETS
                                                      DECEMBER 31, 1997 AND 1996



                                                                ASSETS




                                                                    1997                     1996
                                                             --------------------     -------------------
                                                                                               
Cash and equivalents                                                      $1,338                  $1,666
Deferred income tax benefits                                                 136                     120
                                                             --------------------     -------------------

          Total current assets                                             1,474                   1,786
                                                             --------------------     -------------------

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                                       12,448                  12,648
     Redwood Mortgage Investors VIII                                      20,488                  15,241
                                                             --------------------     -------------------
                                                                          55,209                  50,162

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

                                                                         $56,683                 $51,948
                                                             ====================     ===================

                                                 LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities:
     Accounts payable - Stockholders                                        $436                    $436
     Accounts payable                                                          0                   2,311
     Accrued income taxes                                                    382                     710
     Loan from Redwood Mortgage at 8% interest                             9,138                   7,518
                                                             --------------------     -------------------

          Total current liabilities                                        9,956                  10,975
                                                             --------------------     -------------------

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                                                    34,227                  28,473
                                                             --------------------     -------------------

         Total stockholders' equity                                       46,727                  40,973
                                                             --------------------     -------------------

                                                                         $56,683                 $51,948
                                                             ====================     ===================

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





                                                           GYMNO CORPORATION
                                                         STATEMENTS OF INCOME
                                       DECEMBER 31, 1997 AND Six Months ended December 31, 1996


                                                                                   SIX MONTHS
                                                          YEAR ENDED                 ENDED
                                                         DECEMBER 31,             DECEMBER 31,
                                                             1997                     1996
                                                      -------------------      -------------------


REVENUE
                                                                                        
     Partnership earnings - as General Partner                   $13,009                   $5,971
     Reconveyance fees                                             5,175                    2,800
     Other partnership earnings                                       34                       21
                                                      -------------------
                                                                               -------------------

                                                                  18,218                    8,792
                                                      -------------------
                                                                               -------------------

EXPENSES
     Management services - Stockholders                            5,818                    3,303
     Professional Services                                         3,569                    4,417
     Interest expense                                                608                      195
     Recording Fees                                                    0                      200
     Other                                                           278                        0
                                                                               -------------------
                                                      -------------------
                                                                  10,273                    8,115


Income before provision for income taxes                           7,945                      677
                                                      -------------------      -------------------

Provision for income taxes:
     California                                                      863                      800
     Federal                                                       1,328                      920
                                                      -------------------      -------------------
                                                                   2,191                    1,720
                                                      -------------------
                                                                               -------------------

Net income (loss)                                                 $5,754                 $(1,043)
                                                      ===================      ===================

Per share (500 shares)                                            $11.51                  $(2.09)
                                                      ===================      ===================



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






                                                           GYMNO CORPORATION
                                                  STATEMENTS OF STOCKHOLDERS EQUITY
                                  YEAR ENDED DECEMBER 31, 1997 AND SIX MONTHS ENDED DECEMBER 31, 1996





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

                                                                                              
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


Net income (loss) for the year ended
  December 31, 1997                                0             0              0           5,754          5,754
                                            ---------     ---------      ---------      ----------     ----------

Balances - December 31, 1997                    500#        $5,000         $7,500         $34,227        $46,727
                                            =========     =========      =========      ==========     ==========

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






                                                           GYMNO CORPORATION
                                                       STATEMENTS OF CASH FLOWS
                                                   YEAR ENDED DECEMBER 31, 1997 AND
                                                  SIX MONTHS ENDED DECEMBER 31, 1996,


                                                                                         SIX MONTHS ENDED
                                                                      YEAR ENDED           DECEMBER 31,
                                                                         1997                  1996
                                                                   -----------------     ------------------

Cash flows from operating activities:
                                                                                                 
     Net income (Loss)                                                       $5,754               $(1,043)
     Adjustments to reconcile net income to net cash
        provided by operating activities:
          (Increase) decrease in recoverable income taxes                      (16)                      0
          Increase  (decrease)  in  accounts  payable and accrued           (2,639)                  1,664
liabilities
                                                                   -----------------     ------------------

                                                                              3,099                    621
                                                                   -----------------     ------------------

Cash flows from investing activities:
    (increase) decrease in:
          Cash invested in partnerships                                     (5,047)                (2,871)
                                                                   -----------------     ------------------

Cash flows for financing activities:
     Increase (decrease) in:
          Loan from Redwood Mortgage                                          1,620                  3,518
                                                                   -----------------     ------------------

Net increase (decrease) in cash equivalents                                   (328)                  1,268

Cash equivalents at beginning of year                                         1,666                    398
                                                                   -----------------     ------------------

Cash equivalents at end of year
         (consisting of cash in bank)                                        $1,338                 $1,666
                                                                   =================     ==================



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



                                GYMNO CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 1997 AND 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.

     The Company has also  acquired  limited  partnership  interests  in Redwood
Mortgage Investors VII. The Company receives investment income from such limited
partnership interests.

     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 as well as
for the year ended December 31, 1997.





                                GYMNO CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                            DECEMBER 31,1997 and 1996



     NOTE 3 - INCOME  TAXES The  following  reflects  the  income  taxes for the
periods ending December 31, 1996 and 1997:



                                                SIX MONTHS ENDED                     YEAR ENDED
                                               DECEMBER 31, 1996                  DECEMBER 31, 1997


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



                                                                                         
Income before provision for income taxes        $677               677           $7,945            7,945
Nondeductible expenses                             0                 0                6                6
State Tax deduction:
         Prior fiscal year tax                     0             (800)                0            (800)
Taxable income differential-partnerships       6,276             6,254            1,811            1,811
                                          -----------       -----------      -----------      -----------

Taxable income                                 6,953             6,131            9,762            8,962
                                          -----------       -----------      -----------      -----------

Tax rate (California $800 minimum)              9.3%               15%            8.84%              15%
                                          -----------       -----------      -----------      -----------

Income tax thereon                              $800              $920             $863           $1,344

Change in deferred income tax benefit              0                 0                0             (16)
                                          -----------       -----------      -----------      -----------

Income Tax expense                              $800              $920             $863           $1,328
                                          ===========       ===========      ===========      ===========

Above tax liability                              800               920              863            1,344

Estimated tax payments                           800               210              800            1,025
                                          -----------       -----------      -----------      -----------

Income tax liability                              $0              $710              $63             $319
                                          ===========       ===========      ===========      ===========

Total liability                                 $710                               $382
                                          ===========                        ===========


   
<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 December  31, 1996 there
were  deferred  income tax  benefits  of $120  relating  to the $800  California
Franchise  Tax  deductible  in the  following  year.  At December 31, 1997,  the
corresponding amount was $136.


</FN>