As filed with the Securities and Exchange Commission
                                on April 28, 1999
                           Registration No. 333-13113
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                          POST-EFFECTIVE AMENDMENT NO 7
                                  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 or other jurisdiction (Primary Standard                   (I.R.S. Employer
of  incorporation or          Industrial                     Identification No.)
organization)          Classification Code Number)
               

   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. 5 dated April 26, 1999
                    to the Prospectus Dated December 4, 1996
    

                        Redwood Mortgage Investors VIII,
                        A California Limited Partnership


   
     The  following  information  updates  the  Prospectus  of Redwood  Mortgage
Investors  VIII, a California  limited  partnership  (the  "Partnership")  dated
December  4, 1996 (the  Prospectus.)  This  Supplement  No. 5 replaces  in their
entirety  Supplements  Number 1, Number 2, Number 3, and Number 4. You should no
longer refer to or rely on the information contained in Supplements Number 1, 2,
3 and 4.


     Because this is a supplement it only updates the  operations and activities
of the  Partnership  to date.  Important  additional  information  regarding the
business  of  the  Partnership  and  the  risks  involved  in  investing  in the
Partnership  are  contained in the  Prospectus.  You should  carefully  read the
Prospectus along with this Supplement.


     1.  Summary  of  Partnership  Activities.  The  Partnership  is  engaged in
business as a mortgage  lender.  The Partnership  makes loans to individuals and
business entities secured by residential,  investment or commercial property. In
order to ensure  repayment  of the  loans,  the loans are  secured  by first and
second,  and in some limited  cases,  third deeds of trust on the property.  For
ease of  reference,  the loans we make are referred to as Mortgage  Investments.
For a more detailed discussion of deeds of trust and other factors affecting the
loans made by the  Partnership,  you should  carefully review the Section of the
Prospectus  entitled  CERTAIN LEGAL Initial  Offering.  In February,  1993,  the
Partnership initially offered $15,000,000 of limited partnership units. For ease
of reference, we shall refer to limited partnership units as Units. All Units in
the initial Offering were sold and the Offering was terminated in October, 1996.
The  Partnership  received  total  proceeds  from the sale of Units in an amount
equal to  $14,932,017.  In order to sell the  Units,  the  Partnership  incurred
approximately  $12,500 in  organizational  costs that included certain costs and
expenses of organizing and forming the Partnership. We also incurred $569,865 in
syndication  costs which include  certain legal,  accounting  and  broker-dealer
fees.  Overall,   total  organization  and  syndication  costs  were  less  than
anticipated.

     Current Offering. In September, 1996, we elected to continue offering Units
in the  Partnership in order to increase the  Partnerships  Mortgage  Investment
Portfolio.  By increasing the Partnerships Mortgage Portfolio, we could increase
diversity  and  add  additional  safety  to  the  portfolio.   In  December  the
Partnersship  began  selling  Units in its second  offering  of  $30,000,000  of
Units.This  offering is still  ongoing.  All proceeds from the sale of Units are
paid directly to the Partnership. As a result, no escrow was established.

     Status of Current  Offering.  As of December 31, 1998, the  Partnership had
sold  $10,658,118  of Units.  This brings the total  proceeds  received from the
initial  Offering and the current  Offering to  $25,590,135,  as of December 31,
1998. As set forth below in the section of this
    


   

     Supplement  entitled  (Description  of Open Loans for the Partnership as of
December 31, 1998 the Partnership had outstanding  Mortgage  Investments  with a
total principal balance of $31,905,958. As of December 31, 1998, the Partnership
had, in connection with its second Offering of $30,000,000 of Units, incurred no
organizational costs and $418,896 in syndication costs.

     No Adverse Business Development.  As of the date of this Supplement,  there
have been no adverse business developments or conditions in the Partnership,  or
any prior limited partnerships in which the General Partners are involved,  that
would be material to a prospective investor. 2. Financial Statements.

     Financial  Statements  of  Partnership.  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, 1998.

     Financial Status of Corporate General Partner.  The financial statements of
Gymno Corporation,  the corporate General Partner, have been updated to December
31, 1998, and, 1997, are included as Attachment IV.

     3. Plan of  Distribution.  As described  more fully in the  Prospectus,  on
pages 73 through 75, the sales commissions that are paid to Participating Broker
Dealers are not paid directly by the Partnership  out of the offering  proceeds.
Instead,  the Partnership  lends to Redwood  Mortgage Corp., an affiliate of the
General Partners,  funds from the offering proceeds equal to the amount of sales
commission owed to the Participating Broker Dealers. For example, if an investor
elects to invest  $10,000 and elects to reinvest his earnings,  the  Partnership
will pay a nine  percent  (9%) or $900  sales  commission  to the  Participating
Broker Dealer.  Instead of paying $900 to the Participating  Broker Dealer,  the
Partnership  will lend $900 to Redwood Mortgage Corp. in the form of a formation
loan. Redwood Mortgage pays the Participating Broker Dealer its sales commission
and then  repays  the  Partnership  the  amount of the loan,  in the case of our
example,  $900. That loan,  called the Formation Loan, is non-interest  bearing,
unsecured and is paid back to the Partnership  from Redwood  Mortgage Corp. over
time. For a more detailed discussion of the structure of the Formation Loan, you
should  review  carefully  the  sections  of the  Prospectus  entitled  "RISKS -
Formation  Loan" and "PLAN OF  DISTRIBUTION  -  Formation  Loan" For a  detailed
discussion  of Redwood  Mortgage  Corp.  and its  activities,  you should review
carefully the section of the Prospectus entitled, MANAGEMENT.

     Initial  Formation  Loan. The initial  Formation Loan (the First  Formation
Loan) made in  connection  with the initial  Offering of  $15,000,000,  is to be
repaid over ten (10) years.Installments of principal, without interest, are paid
once a year.  These  installments  commenced  on  December  31 of the  year  the
offering  terminated.  The initial  Offering  terminated  in September  1996, so
repayments of the Formation Loan began in December 1996. The total amount of the
First Formation Loan was $1,074,840.  As of December 31, 1998, $230,126 had been
repaid to the Partnership.

     Current Formation Loan. The current Formation Loan (the Current  Formation
Loan) which is being made in connection  with the current  offering of Units is
to be repaid  differently than the Initial  Formation Loan. It will be repaid in
annual  installments of one-tenth of the principal  balance as of December 31 of
each year. Such payment shall be due and payable by December 31 of the following
year.
    



   
  No  sales  commissions  for the  current  Offering  were  paid  in  1996,
therefore,  no payment was made in 1997.  The first  payment of $43,223 was made
December 31, 1998. This amount equals  one-tenth  (1/10) of the amount loaned to
Redwood  Mortgage Corp. from the  Partnership to pay sales  commissions in 1997.
Upon completion of the Offering,  the balance of the Current 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, 1998, the  Partnership,  in connection with the
Current  Formation Loan, had loaned $839,413 to Redwood  Mortgage Corp. from the
Offering proceeds to pay sales commissions to Participating Broker Dealers.

     Sales by Registered  Investment  Advisors.  In addition to purchasing Units
through Participating Broker Dealers, we may accept unsolicited orders for Units
directly  from  you if you  utilize  the  services  of a  registered  investment
advisor. A registered investment advisor is an investment  professional retained
by you to advise you regarding your  investment  strategy  regarding all of your
assets,  not just your investment with us.  Registered  investment  advisors are
paid by you based  upon the total  amount of your  assets  being  managed by the
registered investment advisor.

     If you utilize the services of a registered investment advisor in acquiring
Units,  Redwood Mortgage Corp. 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 Corp. to the account of the Investor who placed the
unsolicited order.

     Election of  Investors to Pay Client Fees.  If you acquire  Units  directly
from the Partnership  through the services of a registered  investment  advisor,
you will have the election,  to authorize us to pay your  registered  investment
advisor  an  estimated  quarterly  amount  of no more than 2%  annually  of your
Capital   Account  that  would  otherwise  be  paid  to  you  as  Periodic  Cash
Distributions or compounded as Earnings. For ease of reference, we have referred
to these fees as Client  Fees. If you elect to compound  Earnings,  then the
amount of the Earnings  reinvested  by you 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 if youelect
to pay Client Fees through us. The authorization to pay Client Fees is solely at
your election and is not a requirement of investment with us.

     Client  Fees are not Sale  Commissions.  All Client  Fees paid will be paid
from those  amounts that would  otherwise be paid to you or  compounded  in your
capital account.  The payment of all Client Fees is noncumulative and subject to
the  availability of sufficient  Earnings in your Capital  Account.  In no event
will  any  such  Client  Fees  be  paid  by us as  sales  commissions  or  other
compensation.  We are  merely  agreeing  to pay  to  the  registered  investment
advisor,  as an  administrative  convenience  to you, a portion of those amounts
that  would  otherwise  be  paid to you.  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.

     Representations  and  Warranties of  Registered  Investment  Advisors.  All
registered  investment  advisors will  represent and warrant to the  Partnership
that, among other things,  that the investment in the Units is suitable for you,
that he has informed you 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.  Compensation  of  General  Partners.  For the  period  from  inception,
inclusive of the Initial and Current Offerings to December 31, 1998, the General
Partners and their  Affiliates have received the following  compensation.  For a
detailed  explanation  of  all  compensation  that  my be  payable  to us or our
affiliates,  please  carefully  review the  section of the  Prospectus  entitled
"COMPENSATION OF THE GENERAL PARTNERS AND AFFILIATES").

     a. Fees Paid by the Partnership to the General Partners and Allifiates


- ---------------  ------------------------------------------------  -------------
Entity Receiving        Description of Compensation
                                                                      Total paid
                                                                         to Date
Compensation
- --------------------------------------------------------------------------------

Redwood                   Mortgage Servicing Fee for 
Mortgage             Servicing Mortgage Investments                     $760,740
Corp.
- --------------------------------------------------------------------------------

General Partners  Asset Management Fee for managing assets               $91,355
- --------------------------------------------------------------------------------

General Partners     1% interest in profits, losses and
                     distributions of cash available for                 $60,114
                               distribution
- --------------------------------------------------------------------------------

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

- --------------------------------------------------------------------------------
Entity Receiving         Description of Compensation
                                                                      Total Paid
                                                                         to Date
Compensation
- --------------------------------------------------------------------------------

Redwood            Mortgage Brokerage Commission for services       
Mortgage                  in connection with review,                  
Corp.                      selection, evaluation.                     $2,488,165
- --------------------------------------------------------------------------------

Redwood              Processing and Escrow Fees for services
Mortgage                   in connection with notary,
Corp.                        document preparation,
                     credit investigation and escrow fees.               $59,057
- --------------------------------------------------------------------------------
    

   
     5.  Description  of Open Mortgage  Investments  For The  Partnership  As Of
December 31, 1998.  As of December 31, 1998,  the  Partnership  had  outstanding
fifty  five(55*)  Mortgage  Investments  with a  principal  outstanding  balance
totalling   $31,905,958.   The  original  amount  of  the  outstanding  Mortgage
Investments  was   $37,783,257.   The  following  table  includes  all  Mortgage
Investments  made by the  Partnership  in  connection  with both the Initial and
Current Offerings. The following chart summarizes the original principal amounts
and  characteristics of Mortgage  Investments made by the Partnership up through
December 31, 1998.



                                       a. Loans Secured By Single Family Residences (1- 4 Units)

                       Existing         Existing         Amount of           Appraised Value
                     1st Mort. at     2nd Mort. At      Partnership           of Property at      Loan to
County                 Funding          Funding           Mortgage               Funding        Value Ratio
                                                       Investment at                            at Funding
                                                          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%
    


   

                                       a. Loans Secured By Single Family Residences (1- 4 Units)


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

Single Family Residences (county)   (continued)
                                                                                        
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             1,860,000         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%
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%
San Francisco 1                    0              0             352,000  *            440,000         80.00%
Marin 3                    1,300,000        326,346             894,000  *          2,867,000         87.91%
San Francisco 3            1,702,800        420,000             950,700  *          4,205,000         73.09%
Stanislaus 1                       0              0           2,500,000  *          4,004,263         62.43%
San Francisco 1                    0              0             910,000  *          1,300,000         70.00%
San Franscico 2            1,320,000              0           1,155,000  *          3,300,000         75.00%
San Francisco 2              277,208              0             210,000  *            675,000         72.18%
San Francisco 2              910,000              0             953,000  *          2,800,000         66.54%
San Mateo 1                        0              0           2,600,000  *          3,946,429         65.88%
- ------------------- ----------------- -------------- ------------------- --- ----------------- --------------

    

   

                                       b. Loans Secured By Multifamily Residences (5 plus Units)


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

Multiple Units (county)
- ------------------- ----------------- -------------- ------------------- --- ----------------- --------------
                                                                                     
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%
Marin 1                            0              0             390,000  *            519,726         75.04%
San Francisco 1                    0              0           1,137,500  *          2,170,000         62.79%
- ------------------- ----------------- -------------- ------------------- --- ----------------- --------------

                                                c. Loans Secured by Commercial Property

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

Commercial Properties (county)
- --------------------- --------------- -------------- ------------------- --- ----------------- --------------
                                                                                            
Alameda 2              $     343,536              $    $        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              0             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%

    


   

                                          c. Loans Secured by Commercial Property (continued)

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

Commercial Properties (county) (continued)
- --------------------- --------------- -------------- ------------------- --- ----------------- --------------
                                                                                        
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%
Stanislaus 1                       0              0             350,000   *           700,000         50.00%
Santa Cruz 1                       0              0             684,000             1,367,000         50.04%
Contra Costa 2             1,124,681              0             300,000   *         1,870,000         76.19%
Santa Clara 1                      0              0           2,000,000             8,650,000         23.12%
Stanislaus 1                       0              0           1,072,000   *         1,949,344         54.99%
San Francisco 2            3,143,154              0           1,515,000   *         8,214,108         56.71%
Santa Clara 1                      0              0           1,800,000   *         2,610,000         68.97%
Stanislaus 1                       0              0             650,000   *           984,286         66.04%
<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.
  4 The term loan-to-value ratio means to total amount of debt secured by the
    property  expressed  as a  percentage of the total value  of  the  property.
    Generally,  the loan to value ratio will not exceed 80% of the  appraised
    value for residential  properties, 70% of the appraised value for commercial
    property and 50% of  appraised  value  for  unimproved  land. 
 *  Indicates 55 Mortgage Investments still outstanding as of December 31, 1998.
</FN>

    


          MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                              RESULTS OF OPERATIONS

   
     On December  31, 1998,  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  $10,658,118  for the second
offering,  an aggregate of  $25,590,135 as of December 31, 1998. Of this amount,
none 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, 1998, the Partnerships  Mortgage  Investments  outstanding
totalled $31,905,958. 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, to  $25,304,989  in 1997, and to $31,905,958 to December 31, 1998, was the
additional  capital  admitted  to  the  Partnership   through  sale  of  Limited
Partnership  Units and reinvestment of Limited  Partners  earnings.  Additional
Partners   Capital   contributions   have  totalled   $4,508,824,   $3,834,799,
$3,863,536,  $5,565,372  and  $5,100,458  and the  reinvestment  of  earnings by
Limited Partners who have elected to reinvest  earnings have totalled  $239,956,
$524,988, $800,218,  $1,119,465, and $1,440,687 for the years ended December 31,
1994,  December 31, 1995,  December 31, 1996, December 31, 1997 and December 31,
1998,  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, 1997,
and  1998  to  $480,110,  $1,031,029,   $1,718,208,  $2,613,008  and  $3,376,293
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, 1998,  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 mortgage investments will be originated at
these lower  interest  rates which could  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 1999 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%).

     In 1995,  the  Partnership  established  a line of credit with a commercial
bank secured by its Mortgage Investments and since its inception,  has increased
the limit from $3,000,000 to $8,000,000.  For the years ended December 31, 1996,
1997 and  December  31,  1998,  interest  on Note  Payable-Bank  was  $188,638 ,
$340,633  and  $513,566  respectively.  For 1997  and the  twelve  months  ended
December  31,  1998,  the  increase in interest on notes  payable-Bank  has been
attributed to a higher overall credit facility  utilization.  As of December 31,
1998,  the  Partnership  has borrowed  $5,947,000 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, 1998, the balance  remained at $5,947,000 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 one years.
Mortgage servicing fees increased from $155,912 to $189,692, and to $295,052 for
the years ended December 31, 1996,  1997 and 1998.  The mortgage  servicing fees
increased  primarily  due to increase  in the  outstanding  Mortgage  Investment
portfolio.  Asset  Management  fees  increased  from $17,053 to $24,966,  and to
$31,651 for the years ended December 31, 1996, 1997 and 1998, respectively.  The
Asset  Management  fee increase was due  primarily  to the  increased  Partners
capital which the General Partners are managing.  All other Partnership expenses
fluctuated within a narrow range commonly expected to occur, except for interest
on note payable - bank which is discussed  earlier in the Management  Discussion
and  Analysis  of  Financial  Condition  and Results of  Operations.  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.  . Excess cash flow will
be invested in new Mortgage  Investment  opportunities  when available,  used to
reduce the Partnership credit line or in other Partnership business.

     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
1996,  1997 and 1998, the Partnership  made provisions for doubtful  accounts of
$55,383,  $139,804  and $162,969  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, 1998,
of $414,073 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.

     California  continues  to be in an  advantageous  stage  of its  commercial
building cycle.  Markets are balanced,  meaning that there is neither a critical
shortage of space (signaled by rapidly rising rents and a flourish of rehabs and
alterations), nor is there an oversupply (falling rents and occupancy, financial
difficulties among owners and non-performing loans at lenders).

     Homebuilding  increased  again last year as 126,000  housing  permits  were
issued,  the most  issued in any years  since  1990.  Even so,  homebuilding  is
proceeding at a rate that does not seem to satisfy current and projected demand.
The median price of an existing home sold last year rose 8 percent, a very large
gain  in  comparison  to the  meager  2  percent  or so of the  general  rate of
inflation. The volume of homes sold was up a huge 13 percent.

     The December 1998 issue of Western Economic Developments,  published by the
Federal  Reserve Bank of San Francisco,  said the following about the California
economy:

     The pace of  economic  growth in  California  was  solid in recent  months,
despite continued contraction in some major industries. Total payroll employment
rose 3.2 percent on an annual basis in October and  November.  This is above the
average growth rate for the first eleven months of 1998, but it is below the 3.8
percent pace from last year.  Faced by declining export demand and rising import
competition,   durable   goods   manufacturers   cut   employment  in  November.
Manufacturers of computers and electronic components have been particularly hard
hit this year, and aerospace employment has contracted. However, the pace of job
creation has remained strong in sectors other than  manufacturing,  and this has
helped to lower the state unemployment rate to 5.7 percent in November.
    



   
     Californias  state and local  governments  have created new jobs at about a
2.5 percent annual pace this year, a pickup from prior years that is due in part
to improved fiscal  capacity.  About 21,000 of the 29,000 jobs created this year
were for educators at local schools.

     To the Partnership, the above evaluation of the California economy means an
increase in property values, job growth, personal income growth, etc., which all
translates  into  more  loan  activity,  which of  course,  is  healthy  for the
Partnerships  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, 1996,  December 31, 1997 and December
31, 1998, the Partnership  made  distributions  of earnings to Limited  Partners
after  allocation  of  syndication  costs of  $418,380,  $495,480  and  $614,383
respectively.  Distribution of Earnings to Limited  Partners after allocation of
syndication  costs for the years ended December 31, 1996,  December 31, 1997 and
December 31, 1998, to Limited  Partners  capital accounts and not withdrawn was
$800,218,  $1,119,465  and  $1,440,687  respectively.  As of December  31, 1996,
December 31, 1997 and December 31, 1998,  Limited Partners  electing to withdraw
earnings  represented  34%,  30% 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
for most of the  investors  has yet to expire,  as of December  31,  1998,  many
Limited  Partners  may  not  as yet  avail  themselves  of  this  provision  for
liquidation. Earnings and capital liquidations including early withdrawals since
inception, 1993 through December 31, 1998 were:

                        1993       1994     1995      1996       1997       1998
                      ------- --------- -------- --------- ---------- ----------


Earnings Liquidation  $46,855 $165,814   $303,477  $418,380  $495,480   $614,383
Capital Liquidation         0        0     $5,640  $146,755  $132,619   $257,344
                      ------- --------- -------- --------- ---------- ----------

Total                 $46,855 $165,814   $309,117  $565,135  $628,099   $871,727
                      ======= ======== ========== ========= ========= ==========



     Additionally,  Limited  Partners  may  withdraw  over a period  of one year
subject to certain  limitations and penalties.  For the years ended December 31,
1996, December 31, 1997, and December 31, 1998, $146,755,  $132,619 and $244,213
respectively  were liquidated  subject to the 10% penalty for early  withdrawal.
    



   
This  represents  only 1.00%,  0.63% and 0.90% of the Limited  Partners  ending
capital for the years ending  December 31, 1996,  1997,  and 1998  respectively.
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,
1996,  December 31, 1997 and December 31, 1998,  respectively and is expected by
the General Partners to commonly occur at these levels.  The Year 2000 will be a
challenge  for the entire  world,  with  respect to the  conversion  of existing
computerized  operations.  The  Partnership  is completing an assessment of Year
2000 hardware and software  issues.  This  assessment is not yet fully complete.
The  Partnership   relies  on  Redwood  Mortgage  Corp.,  an  affiliate  of  the
Partnership,  and third parties to provide loan and investor  services and other
computerized  functions,  effected by Year 2000 computerized  operations.  Major
services  provided to the  Partnership  by these  companies are loan  servicing,
accounting and investor services.  The vendors that supply the software for loan
servicing have already confirmed compliance with Year 2000 issues.  Installation
of  accounting  software  that is Year  2000  compliant  will  begin  after  the
1998-year  ends. The investor  servicing  software Year 2000 compliance is still
under assessment.  Existing investor servicing software  maintenance  agreements
provide for  conversion  to Year 2000  compliance  to be provided by the vendor.
Additionally,  the  Partnership  has  contacted  several  vendors  that  provide
investor  services as a possible  alternative to continuing to provide investors
services in house.  It would appear that these service  providers  would be more
expensive  than the  current  in house  systems  but they do  provide  a back-up
alternative in the event of our own failure to fully convert.  Hardware utilized
by  Redwood   Mortgage   Corp.,   is  currently  being  tested  to  insure  that
modifications  necessary to be made prior to Year 2000 can be  accomplished.  At
this juncture, existing hardware appears to be substantially compliant with Year
2000 issues.

     The costs of updating  the various  software  systems  will be borne by the
various  companies  that supply the  Partnership  with services.  Therefore,  no
significant  capital outlays are  anticipated  and the Partnership  expects only
incidental costs of conversion for Year 2000 issues.

     The Partnership is in the business of making Mortgage  Investments  secured
by real estate. The most important factor in making the Mortgage  Investments is
the value of the real estate  security.  Year 2000 issues have some potential to
effect  industries  and  businesses  located  in the  marketplaces  in which the
Partnership places its Mortgage  Investments.  This would only have an affect on
the Partnership if Year 2000 issues cause a significant downturn in the northern
California economy. In fact, Silicon Valley is located in our marketplace. There
may be significant  increased  demand for Silicon Valley type services and goods
as companies make ready for the Year 2000 conversion.

     Although not fully developed, if all or any accounting,  loan servicing and
investor  services   conversions   should  fail,  the  size  and  scope  of  the
Partnerships  activities  are such that they  could be  handled  at an equal or
higher cost on a manual basis or outsourced to other  servicers  existing in the
industry,  while correcting systems problems and are likely to be temporarily in
nature.  While this would  entail some  initial set up costs,  these costs would
likely not be so significant as to have a material effect upon the  Partnership.
Shifting portions of daily operations to manual or outsourced systems may result
in time delays.  Time delays in providing  accurate  and  pertinent  information
could negatively affect customer relations and lead to the potential loss of new
loans and Limited Partner investments.

     The  foregoing  analysis  of  Year  2000  issues  includes  forward-looking
statements  and  predictions  about  possible  or  future  events,   results  of
operations  and  financial  condition.  As such,  this  analysis may prove to be
inaccurate  because of the assumptions made by the General Partner or the actual
development  of  future  events.  No  assurance  can be given  that any of these
forward-looking  statements and predictions  will ultimately prove to be correct
or even substantially correct.
    

   

     Various  other  risks and  uncertainties  could  also  affect the Year 2000
analysis  causing the effect on the Partnership to be more severe than discussed
above. The General  Partners Year 2000 compliance  testing cannot guarantee that
all computer  systems will function  without  error beyond the Year 2000.  Risks
also exist with respect to Year 2000 compliance by external parties who may have
no  relationship  to the  Partnership  or the General  Partners,  but who have a
significant  relationship with one or more third parties,  and may have a system
failure that adversely  affects the  Partnerships  ability to conduct business.
While the General Partners are attempting to identify such external parties,  no
assurance can be given that it will be able to do so. Furthermore, third parties
with  direct  relationships  with  the  Partnership,  whose  systems  have  been
identified  as likely to be Year 2000  compliant,  may suffer a breakdown due to
unforeseen circumstances.  It is also possible that the information collected by
the General  Partners for these third parties  regarding  their  compliance with
Year  2000  issues  may be  incorrect.  Finally,  it  should  be noted  that the
foregoing  discussion of Year 2000 issues assumes that to the extent the General
Partners systems fail, whether because of unforeseen complications or because of
third  parties   failure,   switching  to  manual  operations  will  allow  the
Partnership  to  continue  to conduct its  business.  While the General  Partner
believes this assumption to be reasonable, if it is incorrect, the Partnerships
results of operations would likely be adversely affected.

     6. Experts.  The Financial Statements of the Partnership as of December 31,
1998, and of the Corporate General Partner,  Gymno  Corporation,  as of December
31, 1998, 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, 1998,  are  audited.  (see
section of the  Prospectus  entitled  Managements  Discussion  and  Analysis  of
Financial Condition and Results of Operation).

     7.  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, 1998, 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,
1998, and are attached to this Supplement No. 3 as Attachment II.


     8. 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 70% 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  12/31/98,  70.20% 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.

     Californias  economy  slowed in the second half of 1998, but its growth was
still impressive.  Payroll  employment rose 3.2 percent in 1998 which was a very
strong gain.  That growth  translates into a rise in real Gross State Product of
nearly 5 percent,  or about one  percentage  point  faster  than the nation as a
whole, since U.S. Real GDP rose 3.9 percent last year.
    


   
                                  ATTACHMENT I
                                       to
                      SUPPLEMENT NO. 5 DATED APRIL 26, 1999
    

                        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,
1998 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, 1998.
    

TABLE III - OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS

   
     Table III summarizes the annual operating results through December 31, 1998
for partnerships which closed their offering during the
ten (10) years ending December 31, 1998.
    

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, 1998.
    

     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, 1998)
            (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, 1998)
            (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, 1998)
    

            (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)                                                  $1,837,032
          Processing Fees (1)                                             51,881
          Other (1)                                                        7,683
Dollar Amount of Cash Generated from Operations Before Deducting from
       Payments to General Partners and Affiliates:                   12,015,999
Amount Paid to General Partners and Affiliates from Operations:
       Partnership Management Fees                                        69,387
       Earnings Distribution                                              70,295
       Mortgage Servicing Fee                                            511,493
     Late Charges                                                              0
       Reimbursement of Expenses, at Cost                                219,603
     Prepayment Fee                                                            0
    



     (1) These sums were paid by borrowers of  Partnership  funds,  and were not
expenses of the Partnership.




   
                                    TABLE II
                 COMPENSATION TO GENERAL PARTNERS AND AFFILIATES
                            (AS OF DECEMBER 31, 1998)
            (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)                                                       $1,506,779
     Processing Fees (1)                                                  60,622
     Other (1)                                                             8,256
Dollar Amount of Cash Generated from Operations Before Deducting
  Payments to General Partners and Affiliates:                        14,155,253
Amount Paid to General Partners and Affiliates from Operations:
     Partnership Management Fees                                          80,936
     Earnings Fee                                                         83,374
     Mortgage Servicing Fee                                              670,082
     Reimbursement of Expenses, at Cost                                  270,006
    



     (1) These sums were paid by borrowers of  Partnership  funds,  and were not
expenses of the Partnerships.




   
                                                               TABLE III
                                            OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS
                                                                RMI VII
                                                       (AS OF DECEMBER 31, 1998)
                                       (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


NOTES:
(1)  Based upon year's average capital balances.




   
                                                               TABLE III
                                            OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS
                                                                RMI VII
                                                       (AS OF DECEMBER 31, 1998)
                                       (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                                        73,280          487,310           462,681
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


NOTES:
(1)  Based upon year's average capital balances.


   

                                                               TABLE III
                                            OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS
                                                                RMI VII
                                                       (AS OF DECEMBER 31, 1998)
                                       (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


NOTES:
 (1)  Based upon years initial capital balances



                                         
                                    TABLE III
                 OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS
                                     RMI VII
                            (AS OF DECEMBER 31, 1998)
            (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT)




                                                                     1998
                                                            --------------

Gross Revenues                                                 $1,657,728
Less: General Partners' Mgmt Fee                                   16,141
  Mortgage Servicing Fee                                          128,493
  Administrative Expenses                                          72,602
  Provision for Uncollected Accts                                 423,054
  Amortization of Organization and Syndication Costs                    0
  Offering Period Interest Expense to Limited Partners                  0
  Interest Expense                                                170,867
                                                            --------------
Net Income (GAAP Basis) dist. to Limited Partners                $846,571
                                                            --------------
Sources of Funds - Net Income                                    $846,571
Reduction in Assets                                             1,227,571
Increase in Liabilities                                                 0
Early Withdrawal Penalties Applied to Synd. Costs                       0
Increase in Applicant's Deposit                                         0
Increase in Partners' Capital -collection on Formation
  Loan                                                             87,888
                                                            --------------
Cash generated from Operations                                 $2,162,030
Use of Funds-Increase in Assets                                         0
Reduction in Liabilities                                          356,024
Decrease in Applicant's Deposit                                         0
Offering Period Interest Expense to Limited Partners                    0
  Investment Income Pd to LP's                                    464,824
  Return of Capital to LP's                                     1,400,475
                                                            --------------
Net Increase (Decrease) in Cash                                 $(59,293)
Cash at the beginning of the year                                 520,837
Cash at the end of the year                                       461,544
Income & Distribution Data for $1,000 Invested for
  a Compounding Limited Partner  (GAAP Basis)                      $66.95
Income & Distribution Data for
  $1,000 Invested for a Limited Partner Receiving
  Monthly Earning Distribution (GAAP Basis)                        $64.98
Cash Distribution to Investors for $1,000 Invested
  Income (1)                                                       $36.09
  Capital (1)                                                     $108.74
Federal Income Tax Results for $1,000 Invested
  Capital for a Compounding Ltd. Partner                           $95.60
Federal Income Tax Results for $1,000 Invested for a
Limited Partner Receiving Monthly Earnings
  Distributions                                                    $93.29


NOTES:
(1)  Based upon years initial capital balances
    



   
                                                               TABLE III
                                            OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS
                                                                RMI VI
                                                       (AS OF DECEMBER 31, 1998)
                                       (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


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





   
                                                               TABLE III
                                            OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS
                                                                RMI VI
                                                       (AS OF DECEMBER 31, 1998)
                                       (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


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



   
                                                               TABLE III
                                            OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS
                                                                RMI VI
                                                       (AS OF DECEMBER 31, 1998)
                                       (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


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




   
                                    TABLE III
                 OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS
                                     RMI VI
                            (AS OF DECEMBER 31, 1998)
            (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT)



                                                                     1996             1997               1998
                                                             -------------     ------------    --------------  
                                                                                                 
Revenues                                                       $1,167,859       $1,036,596           $871,861
Less: General Partners' Mgmt Fee                                        0                0              6,640
  Mortgage Servicing Fee                                           44,565           39,918             70,630
  Administrative Expenses                                          64,273           65,813             58,862
  Provision for Uncollected Accts                                 312,684          268,101            180,054
  Amortization of Organization and Syndication Costs                    0                0                  0
  Offering Period Interest Expense to Limited Partners                  0                0                  0
  Interest Expense                                                158,175          133,577             43,170
                                                            --------------     ------------     --------------
Net Income (GAAP Basis) dist. to Limited Partners                $588,162         $529,187           $512,505
                                                            --------------     ------------     --------------
Sources of Funds - Net Income                                    $588,162         $529,187           $512,505
Reduction in Assets                                             1,278,214        1,763,235          1,159,329
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 - Collection of                           0           62,328             59,521
Formation Loan
                                                            --------------     ------------     --------------
Cash generated from Operations                                 $1,866,376       $2,354,750         $1,731,355
Use of Funds-Increase in Assets                                         0                0                  0
Reduction in Liabilities                                          491,978          649,124            466,778
Decrease in Applicant's Deposit                                         0                0                  0
Offering Period Interest Expense to Limited Partners                    0                0                  0
  Investment Income Pd to LP's                                    294,678          257,670            235,837
  Return of Capital to LP's                                     1,183,099        1,297,410          1,060,108
                                                            --------------     ------------     --------------
Net Increase (Decrease) in Cash                                $(103,379)         $150,546          $(31,368)
Cash at the beginning of the year                                 283,976          180,597            331,143
Cash at the end of the year                                        80,597          331,143            299,775
Income & Distribution Data for $1,000 Invested for
  a Compounding Limited Partner  (GAAP Basis)                      $53.50           $52.88             $56.32
Income & Distribution Data for
  $1,000 Invested for a Limited Partner Receiving
  Monthly Earning Distribution (GAAP Basis)                        $52.23           $51.64             $54.91
Cash Distribution to Investors for $1,000 Invested
  Income (1)                                                       $25.83           $24.79             $25.01
  Capital (1)                                                     $103.72          $124.81            $112.40
Federal Income Tax Results for $1,000 Invested
  Capital for a Compounding Ltd. Partner                           $50.71           $30.48             $75.41
Federal Income Tax Results for $1,000 Invested for a
  Limited Partner Receiving Monthly Earnings
  Distributions                                                    $49.72           $29.89             $73.53


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

    


   
                                                               TABLE III
                                            OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS
                                                                 RMI V
                                                       (AS OF DECEMBER 31, 1998)
                                       (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


NOTES:
(1)  Based upon years initial capital balances



   
                                                               TABLE III
                                            OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS
                                                                 RMI V
                                                       (AS OF DECEMBER 31, 1998)
                                       (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


NOTES:
(1)  Based upon years initial capital balances




   
                                                               TABLE III
                                            OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS
                                                                 RMI V
                                                       (AS OF DECEMBER 31, 1998)
                                       (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


NOTES:
(1)  Based upon years initial capital balances




   
                                                               TABLE III
                                            OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS
                                                                 RMI V
                                                       (AS OF DECEMBER 31, 1998)
                                       (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
Income & Distribution Data for
  $1,000 Invested for a Limited Partner Receiving
  Monthly Earning Distribution (GAAP Basis)                           $49              $47                 $45
Cash Distribution to Investors for $1,000 Invested
  Income (1)                                                          $23              $21                 $20
  Capital (1)                                                        $130             $147                $191
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


NOTES:
(1)  Based upon years initial capital balances



   
                                    TABLE III
                 OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS
                                      RMI V
                            (AS OF DECEMBER 31, 1998)
            (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT)




                                                                     1998
                                                            --------------

Gross Revenues                                                   $494,109
Less: General Partners' Mgmt Fee                                        0
  Mortgage Servicing Fee                                                0
  Administrative Expenses                                          25,844
  Provision for Uncollected Accts                                 303,397
  Amortization of Organization and Syndication Costs                    0
  Offering Period Interest Expense to Limited Partners                  0
  Interest Expense                                                  7,454
                                                            --------------
Net Income (GAAP Basis) dist. to Limited Partners                $157,414
                                                            --------------
Sources of Funds - Net Income                                     157,414
Reduction in Assets                                               337,030
Increase in Liabilities                                                 0
Early Withdrawal Penalties Applied to Synd. Costs                       0
Increase in Applicant's Deposit                                         0
Increase in Partners' Capital                                           0
                                                            --------------
Cash generated from Operations                                   $494,444
Use of Funds-Increase in Assets                                         0
Reduction in Liabilities                                           11,807
Decrease in Applicant's Deposit                                         0
Offering Period Interest Expense to Limited Partners                    0
  Investment Income Pd to LP's                                     77,341
  Return of Capital to LP's                                       376,931
                                                            --------------
Net Increase (Decrease) in Cash                                   $28,365
Cash at the beginning of the year                                 108,094
Cash at the end of the year                                       136,459
Income & Distribution Data for $1,000 Invested for
  a Compounding Limited Partner  (GAAP Basis)                         $47
Income & Distribution Data for
  $1,000 Invested for a Limited Partner Receiving
  Monthly Earning Distribution (GAAP Basis)                           $46
Cash Distribution to Investors for $1,000 Invested
  Income (1)                                                          $22
  Capital (1)                                                        $108
Federal Income Tax Results for $1,000 Invested
  Capital for a Compounding Ltd. Partner                              $92
Federal Income Tax Results for $1,000 Invested for a
  Limited Partner Receiving Monthly Earnings
  Distributions                                                       $90



NOTES:
(1)  Based upon years initial capital balances
    

   

                                                               TABLE III
                                            OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS
                                                                RMI IV
                                                       (AS OF DECEMBER 31, 1998)
                                       (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


NOTES:

(1)  Based upon years initial capital balances


   

                                                               TABLE III
                                            OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS
                                                                RMI IV
                                                       (AS OF DECEMBER 31, 1998)
                                       (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


NOTES:
(1)  Based upon years initial capital balances


   

                                                               TABLE III
                                            OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS
                                                                RMI IV
                                                       (AS OF DECEMBER 31, 1998)
                                       (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


NOTES:
(1)  Based upon years initial capital balances



   
                                                               TABLE III
                                            OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS
                                                                RMI IV
                                                       (AS OF DECEMBER 31, 1998)
                                       (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


NOTES:
(1)  Based upon years initial capital balances



   
                                                               TABLE III
                                            OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS
                                                                RMI IV
                                                       (AS OF DECEMBER 31, 1998)
                                       (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT)




                                                                     1997             1998
                                                         -----------------    -------------

                                                                                 
Gross Revenues                                                   $947,233         $913,462
Less: General Partners' Mgmt Fee                                    9,803            9,303
  Mortgage Servicing Fee                                           53,475           69,550
  Administrative Expenses                                          47,083           42,769
  Provision for Uncollected Accts                                 237,122          200,712
  Amortization of Organization and Syndication Costs                    0                0
  Offering Period Interest Expense to Limited Partners                  0                0
  Interest Expense                                                127,795          114,274
                                                         -----------------    -------------
Net Income (GAAP Basis) dist. to Limited Partners                $471,955         $476,854
                                                         -----------------    -------------
Sources of Funds - Net Income                                    $471,955         $476,854
Reduction in Assets                                                     0          378,202
Increase in Liabilities                                           297,222           15,717
Early Withdrawal Penalties Applied to Synd. Costs                       0                0
Increase in Applicant's Deposit                                         0                0
Increase in Partners' Capital                                           0                0
                                                             -------------   -------------
Cash generated from Operations                                   $769,177         $870,773
Use of Funds-Increase in Assets                                    48,154                0
Reduction in Liabilities                                                0                0
Decrease in Applicant's Deposit                                         0                0
Offering Period Interest Expense to Limited Partners                    0                0
  Investment Income Pd to LP's                                    208,313          221,641
  Return of Capital to LP's                                       647,257          667,647
                                                            -------------    -------------
Net Increase (Decrease) in Cash                                $(134,547)        $(18,515)
Cash at the beginning of the year                                 389,726          255,179
Cash at the end of the year                                       255,179          236,664
Income & Distribution Data for $1,000 Invested for
  a Compounding Limited Partner  (GAAP Basis)                         $61              $65
Income & Distribution Data for
  $1,000 Invested for a Limited Partner Receiving
  Monthly Earning Distribution (GAAP Basis)                           $60              $63
Cash Distribution to Investors for $1,000 Invested
  Income (1)                                                          $26              $29
  Capital (1)                                                         $81              $88
Federal Income Tax Results for $1,000 Invested
  Capital for a Compounding Ltd. Partner                              $85              $79
Federal Income Tax Results for $1,000 Invested for a
  Limited Partner Receiving Monthly Earnings
Distributions                                                         $83              $76


NOTES:
(1)  Based upon years initial capital balances
    



   
                                                               TABLE III
                                            OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS
                                                                RMI III
                                                       (AS OF DECEMBER 31, 1998)
                                       (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


NOTES:
(1)  Based upon years initial capital balances


   

                                                               TABLE III
                                            OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS
                                                                RMI III
                                                       (AS OF DECEMBER 31, 1998)
                                       (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


NOTES:
(1)  Based upon years initial capital balances


   

                                                               TABLE III
                                            OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS
                                                                RMI III
                                                       (AS OF DECEMBER 31, 1998)
                                       (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


NOTES:
(1)  Based upon years initial capital balances



   

                                                               TABLE III
                                            OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS
                                                                RMI III
                                                       (AS OF DECEMBER 31, 1998)
                                       (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


NOTES:
(1)  Based upon years initial capital balances


   

                                                               TABLE III
                                            OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS
                                                                RMI III
                                                       (AS OF DECEMBER 31, 1998)
                                       (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT)



                                                                     1996             1997                1998
                                                            --------------    -------------     ---------------

                                                                                                  
Gross Revenues                                                   $166,395         $168,046            $183,854
Less: General Partners' Mgmt Fee                                    2,191            2,229               2,222
  Mortgage Servicing Fee                                           14,696            7,791              13,433
  Administrative Expenses                                          14,270           13,950              14,983
  Provision for Uncollected Accts                                   8,279           20,790              29,519
  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                $126,959         $123,286            $123,697
                                                            --------------    -------------     ----------------
Sources of Funds - Net Income                                    $126,959         $123,286            $123,697
Decrease in Assets                                                134,161           56,244                   0
Increase in Liabilities                                             2,458                0               5,310
Increase in Applicant's Deposit                                         0                0                   0
Increase in Partners' Capital                                      70,000            4,812               4,812
                                                            --------------    -------------     ---------------
Cash generated from Operations                                   $333,578         $184,342            $133,819
Use of Funds-Increase in Assets                                         0                0             165,523
Decrease in Liabilities                                                 0            6,724                   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                                     79,413           79,219              78,559
  Return of Capital to LP's                                        30,874           46,854              48,389
                                                            --------------    -------------     ---------------
Net Increase (Decrease) in Cash                                  $223,291          $51,545          $(158,652)
Cash at the beginning of the year                                  10,792          234,083             285,628
Cash at the end of the year                                       234,083          285,628             126,976
Income & Distribution Data for $1,000 Invested for
  a Compounding Limited Partner  (GAAP Basis)                         $72              $70                 $71
Income & Distribution Data for
  $1,000 Invested for a Limited Partner Receiving
  Monthly Earning Distribution (GAAP Basis)                           $70              $68                 $69
Cash Distribution to Investors for $1,000 Invested
  Income (1)                                                          $47              $45                 $45
  Capital (1)                                                         $18              $27                 $28
Federal Income Tax Results for $1,000 Invested
  Capital for a Compounding Ltd. Partner                              $57              $80                 $65
Federal Income Tax Results for $1,000 Invested for a
  Limited Partner Receiving Monthly Earnings
  Distributions                                                       $56              $78                 $65


NOTES:
(1)  Based upon years initial capital balances

    

   


                                                               TABLE III
                                            OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS
                                                                RMI II
                                                       (AS OF DECEMBER 31, 1998)
                                       (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


NOTES:
(1)  Based upon years initial capital balances


   

                                                               TABLE III
                                            OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS
                                                                RMI II
                                                       (AS OF DECEMBER 31, 1998)
                                       (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


NOTES:
(1)  Based upon years initial capital balances


   

                                                               TABLE III
                                            OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS
                                                                RMI II
                                                       (AS OF DECEMBER 31, 1998)
                                       (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


NOTES:
(1)  Based upon years initial capital balances


   

                                                               TABLE III
                                            OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS
                                                                RMI II
                                                       (AS OF DECEMBER 31, 1998)
                                       (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


NOTES:
(1)  Based upon years initial capital balances


   

                                                               TABLE III
                                            OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS
                                                                RMI II
                                                       (AS OF DECEMBER 31, 1998)
                                       (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT)




                                                                     1996             1997                1998
                                                         -----------------    -------------     ---------------

                                                                                                  
Gross Revenues                                                   $100,382          $88,149             $76,313
Less: General Partners' Mgmt Fee                                    3,061            2,841               2,606
  Mortgage Servicing Fee                                           18,314            4,577               4,441
  Administrative Expenses                                          10,597            9,811               9,401
  Provision for Uncollected Accts                                  20,670           17,950               6,171
  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                 $47,740          $52,970             $53,694
                                                         -----------------    -------------     ---------------
Sources of Funds - Net Income                                     $47,740          $52,970             $53,694
Decrease in Assets                                                168,233                0              58,220
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                                   $215,973          $52,970            $111,914
Use of Funds-Increase in Assets                                         0           15,540                   0
Decrease in Liabilities                                             6,572           14,830               2,958
Decrease in Applicant's Deposit                                         0                0                   0
Offering Period Interest Expense to Limited Partners                    0                0                   0
  Investment Income Pd to LP's                                     21,264           23,690              32,004
  Return of Capital to LP's                                        89,158           97,517             107,897
                                                         -----------------    -------------     ---------------
Net Increase (Decrease) in Cash                                   $98,979        $(98,607)           $(30,945)
Cash at the beginning of the year                                  57,851          156,830              58,223
Cash at the end of the year                                       156,830           58,223              27,278
Income & Distribution Data for $1,000 Invested for
  a Compounding Limited Partner  (GAAP Basis)                         $53              $63                 $70
Income & Distribution Data for
  $1,000 Invested for a Limited Partner Receiving
  Monthly Earning Distribution (GAAP Basis)                           $51              $62                 $68
Cash Distribution to Investors for $1,000 Invested
  Income (1)                                                          $23              $27                 $40
  Capital (1)                                                         $95             $111                $134
Federal Income Tax Results for $1,000 Invested
  Capital for a Compounding Ltd. Partner                              $49              $75                 $31
Federal Income Tax Results for $1,000 Invested for a
  Limited Partner Receiving Monthly Earnings
  Distributions                                                       $48              $73                 $30


NOTES:
(1)  Based upon years initial capital balances
    


   

                                                               TABLE III
                                            OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS
                                                                  RMI
                                                       (AS OF DECEMBER 31, 1998)
                                       (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



NOTES:
(1)  Based upon years initial capital balances


   

                                                               TABLE III
                                            OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS
                                                                  RMI
                                                       (AS OF DECEMBER 31, 1998)
                                       (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



NOTES:
(1)  Based upon years initial capital balances


   

                                                               TABLE III
                                            OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS
                                                                  RMI
                                                       (AS OF DECEMBER 31, 1998
                                       (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



NOTES:
(1)  Based upon years initial capital balances


   

                                                               TABLE III
                                            OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS
                                                                  RMI
                                                       (AS OF DECEMBER 31, 1998)
                                       (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



NOTES:
(1)  Based upon years initial capital balances


   

                                                               TABLE III
                                            OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS
                                                                  RMI
                                                       (AS OF DECEMBER 31, 1998)
                                       (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT)




                                                                     1996             1997                1998
                                                         -----------------    -------------     ---------------

                                                                                                  
Gross Revenues                                                   $135,273         $130,974            $120,561
Less: General Partners' Mgmt Fee                                   10,686            3,431               3,266
  Mortgage Servicing Fee                                           24,133            7,499               7,744
  Administrative Expenses                                          12,170           12,038              11,378
  Provision for Uncollected Accts                                   8,845           20,435               7,456
  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                 $79,439          $87,571             $90,717
                                                         -----------------    -------------     ---------------
Sources of Funds - Net Income                                     $79,439          $87,571             $90,717
Decrease in Assets                                                208,623                0              35,187
Increase in Liabilities                                            23,127                0                   0
Increase in Applicant's Deposit                                         0                0                   0
Increase in Partners' Capital                                           0                0                   0
                                                         -----------------    -------------     ---------------
Cash generated from Operations                                   $311,189          $87,571            $125,904
Use of Funds-Increase in Assets                                         0          140,251                   0
Decrease in Liabilities                                                 0           24,992                   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                                     25,439           29,816              25,859
  Return of Capital to LP's                                       101,605          130,035             101,698
                                                         -----------------    -------------     ---------------
Net Increase (Decrease) in Cash                                  $184,145       $(237,523)            $(1,653)
Cash at the beginning of the year                                  69,796          253,941              16,418
Cash at the end of the year                                       253,941           16,418              14,765
Income & Distribution Data for $1,000 Invested for
  a Compounding Limited Partner  (GAAP Basis)                         $56              $65                 $71
Cash Distribution to Investors for $1,000 Invested
  Income (1)                                                          $18              $21                 $20
  Capital (1)                                                         $71              $93                 $77
Federal Income Tax Results for $1,000 Invested
  Capital for a Compounding Ltd. Partner                              $31              $68                 $67



NOTES:
(1)  Based upon years initial capital balances
    


   

                                                               TABLE III
                                            OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS
                                                          CMI (CONSOLIDATED)
                                                       (AS OF DECEMBER 31, 1998)
                                       (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                       $59              $47                 $32
Portfolio)
  Ordinary Income from Operations CMI II (New
Portfolio of
    CMI                                                              $130             $123                $110


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


   

                                                               TABLE III
                                            OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS
                                                          CMI (CONSOLIDATED)
                                                       (AS OF DECEMBER 31, 1998)
                                       (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                       $37              $28                 $19
Portfolio)
  Ordinary Income from Operations CMI II (New
Portfolio of
    CMI                                                              $102             $101                 $96


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


   

                                                               TABLE III
                                            OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS
                                                          CMI (CONSOLIDATED)
                                                       (AS OF DECEMBER 31, 1998)
                                       (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                        $7             $105                 $75
Portfolio)
  Ordinary Income from Operations CMI II (New
Portfolio of
    CMI                                                              $100             $101                 $75


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


   

                                                               TABLE III
                                            OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS
                                                          CMI (CONSOLIDATED)
                                                       (AS OF DECEMBER 31, 1998)
                                       (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                       $23              $53                 $93
Portfolio)
  Ordinary Income from Operations CMI II (New
Portfolio of
    CMI                                                               $23              $53                 $93


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


   

                                                               TABLE III
                                            OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS
                                                          CMI (CONSOLIDATED)
                                                       (AS OF DECEMBER 31, 1998)
                                       (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT)



                                                                     1996             1997                1998
                                                         -----------------    -------------     ---------------

                                                                                                  
Gross Revenues                                                   $193,218         $180,117            $171,863
Less: General Partners' Mgmt Fee                                   13,117           12,229              11,244
  Mortgage Servicing Fee                                           18,050           14,935              15,048
  Administrative Expenses                                          14,341           14,182              13,269
  Provision for Uncollected Accts                                  49,281           32,877              20,736
  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                 $98,429         $105,894            $111,566
                                                         -----------------    -------------     ---------------
Sources of Funds - Net Income                                     $98,429         $105,894            $111,566
Decrease in Assets                                                143,063          204,288              15,743
Increase in Liabilities                                             3,900                0              11,503
Increase in Applicant's Deposit                                         0                0                   0
Increase in Partners' Capital                                           0                0                   0
                                                         -----------------    -------------     ---------------
Cash generated from Operations                                   $245,392         $310,182             138,812
Use of Funds-Increase in Assets                                         0                0                   0
Decrease in Liabilities                                                 0            3,738                   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                                     28,260           33,904              31,596
  Return of Capital to LP's                                       189,391          206,685             176,327
                                                         -----------------   -------------     ---------------
Net Increase (Decrease) in Cash                                   $27,741          $65,855           $(69,111)
Cash at the beginning of the year                                  57,185           84,926             150,781
Cash at the end of the year                                        84,926          150,781              81,670
Income & Distribution Data for $1,000 Invested Net
Income
  CMI (Original Portfolio)  (GAAP Basis)                              $57              $66                 $76
Net Income CMI II (New Portfolio of CMI)  (GAAP Basis)                $57              $66                 $76
Cash Distribution to Investors for $1,000 Invested:
CMI
  (Original Portfolio)
    Income (1)                                                        $21              $20                 $19
    Capital (1)                                                      $149             $169                $120
  CMI  II (New Portfolio of CMI)
    Income (1)                                                        $12              $21                 $21
    Capital (1)                                                       $74              $93                $111
Federal Income Tax Results for $1,000 Invested Capital
  Ordinary Income from Operations CMI (Original                       $84              $76                 $93
Portfolio)
  Ordinary Income from Operations CMI II (New                         $84              $76                 $93
Portfolio of
    CMI)

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

    

   

                                                                TABLE V
                                                    PAYMENT OF MORTGAGE INVESTMENTS
                                                    REDWOOD MORTGAGE INVESTORS VIII
                                                      FOR THE THREE YEARS ENDING
                                                           DECEMBER 31, 1998


         SINGLE FAMILY 1-4 UNITS (county)
==================== ============= ================ ====================== =================== -----------------
PROPERTY                   FUNDED        CLOSED ON    MORTGAGE INVESTMENT           INTEREST/          PROCEEDS
                                                                   AMOUNT           LATE/MISC           TO DATE
==================== ============= ================ ====================== =================== -----------------
                                                                                                   
Santa Clara              05/31/95         02/09/96             278,207.20           17,936.60        296,143.80
San Mateo                10/08/93         02/15/96             130,000.00           29,280.87        159,280.87
Santa Clara              12/29/94         03/13/96             250,000.00           17,701.60        267,701.60
San Mateo                02/21/96         05/20/96              58,500.00            1,932.93         60,432.93
San Mateo                11/15/94         05/30/96             213,717.85           18,344.35        232,062.20
San Mateo                09/15/95         06/06/96           3,277,600.49          355,868.81      3,633,469.30
Marin                    05/05/94         06/14/96             300,000.00           65,081.60        365,081.60
Alameda                  12/05/95         07/24/96              49,753.82            2,853.90         52,607.72
Alameda                  11/29/94         08/05/96              60,000.00           10,253.51         70,253.51
Monterey                 02/14/95         08/30/96             239,507.90           34,227.09        273,734.99
Marin                    05/11/95         11/06/96              50,000.00            8,446.53         58,446.53
San Mateo                03/22/94         11/15/96             100,000.00           25,983.46        125,983.46
Alameda                  08/05/94         11/22/96             410,000.00           88,249.87        498,249.87
San Mateo                04/30/96         12/11/96             453,720.67           25,915.39        479,636.06
San Francisco            03/27/96         03/18/97             125,000.00           14,059.97        139,059.97
San Francisco            04/15/93         03/19/97              70,125.00           22,935.84         93,060.84
San Mateo                03/09/95         03/27/97              80,000.00           18,925.90         98,952.90
San Mateo                04/11/96         04/21/97             325,000.00           32,826.90        357,826.90
Sonoma                   03/04/94         04/25/97              93,400.00           27,746.86        121,146.86
Tuolomne                 03/26/93         05/14/97             100,000.00           43,838.58        143,838.58
Santa Clara              06/30/95         06/06/97              44,000.00            9,251.29         53,251.29
Marin                    10/17/95         06/09/97             770,000.00          105,256.69        875,256.69
San Mateo                08/09/96         06/24/97              65,000.00            6,511.02         71,511.02
Stanislaus               08/04/95         09/08/97              50,000.00           10,746.68         60,746.68
San Francisco            09/12/95         10/01/97             250,000.00           57,678.67        307,678.67
San Mateo                08/30/96         10/06/97             445,000.00           44,544.27        489,544.27
San Mateo                12/29/95         04/23/98             225,000.00           63,849.70        288,849.70
Marin                    05/09/97         05/20/98             120,000.00           13,410.94        133,410.94
Marin                    05/31/96         05/20/98             906,413.85          153,528.25      1,059,941.10
El Dorado                06/24/93         06/19/98             130,000.00           84,489.35        214,489.35
San Francisco            04/15/97         11/02/98             420,000.00           37,426.99        457,426.99
Marin                    10/31/97         11/03/98           1,274,321.61          136,974.54      1,411,296.15
San Francisco            09/26/97         11/06/98             323,003.04           32,691.04        355,694.08
Mendocino                06/25/96         11/30/98             125,000.00           36,479.46        161,479.46
- -------------------- ------------- ---------------- ---------------------- ------------------- -----------------
    


   

                                                                TABLE V
                                                    PAYMENT OF MORTGAGE INVESTMENTS
                                                    REDWOOD MORTGAGE INVESTORS VIII
                                                      FOR THE THREE YEARS ENDING
                                                           DECEMBER 31, 1998
    



         MULTIPLE 5+ UNITS (county) CONTINUED
==================== ============= ================ ====================== =================== -----------------
PROPERTY                   FUNDED        CLOSED ON    MORTGAGE INVESTMENT           INTEREST/          PROCEEDS
                                                                   AMOUNT           LATE/MISC           TO DATE
==================== ============= ================ ====================== =================== -----------------
                                                                                            
San Francisco            07/20/94         01/19/96             175,000.00           12,148.49        187,148.49
Contra Costa             01/06/94         01/19/96           1,073,720.93          147,243.75      1,220,964.68
Alameda                  03/17/95         05/31/96              13,000.00            1,721.25         14,721.25
San Francisco            02/05/96         12/27/96             883,750.00           50,570.34        934,320.34
San Francisco            07/17/96         02/26/98           1,014,320.42          147,731.84      1,162,052.26
San Mateo                12/29/95         03/12/98             425,000.00          114,078.49        539,078.49
Alameda                  03/13/97         05/01/98           1,800,000.00          220,374.98      2,020,374.98
San Mateo                09/10/97         08/21/98             945,000.00          103,241.26      1,048,241.26
- -------------------- ------------- ---------------- ---------------------- ------------------- -----------------


         COMMERCIAL (county)
==================== ============= ================= ======================= ================== ------------------
PROPERTY                   FUNDED         CLOSED ON     MORTGAGE INVESTMENT          INTEREST/           PROCEEDS
                                                                     AMOUNT          LATE/MISC            TO DATE
==================== ============= ================= ======================= ================== ------------------
                                                                                                    
   
San Francisco            03/10/93         02/15/96              114,000.00           39,249.06        153,249.06
Santa Clara              01/26/96         03/21/96            1,125,000.00           18,882.96      1,143,882.96
San Francisco            03/19/93         06/28/96              116,500.00           36,543.05        153,043.05
Santa Clara              12/30/94         06/30/96               95,000.00           15,257.72        110,257.72
San Mateo                07/25/94         09/26/96              700,000.00          184,662.96        884,662.96
Santa Clara              10/31/94         10/01/96              500,000.00          100,224.84        600,224.84
San Luis Obispo          03/14/96         05/23/97              300,000.00           45,007.71        345,007.71
San Mateo                05/26/94         05/30/97              280,000.00           86,457.95        366,457.95
San Francisco            10/28/96         07/17/97              975,000.00           82,881.25      1,057,881.25
San Francisco            01/15/97         07/17/97              745,474.49           32,064.27        777,538.76
San Francisco            04/30/97         07/17/97               50,000.00            1,300.00         51,300.00
San Francisco            04/20/95         09/18/97              400,000.00           55,785.90        455,785.90
San Mateo                08/28/95         10/14/97              750,000.00          210,514.55        960,514.55
Santa Clara              03/27/96         10/24/97              800,000.00          151,285.28        951,285.28
Santa Barbara            05/10/94         10/31/97              425,000.00          167,181.54        592,181.54
San Mateo                06/30/95         12/05/97              130,000.00           45,729.11        175,729.11
Santa Clara              09/29/95         12/18/97            1,050,000.00          278,130.56      1,328,130.56
Alameda                  09/13/95         01/23/98               60,000.00           18,775.03         78,775.03
Solano                   09/30/97         06/05/98              480,000.00           42,640.01        522,640.01
Alameda                  04/25/97         07/24/98            2,100,000.00          304,290.03      2,404,290.03
San Mateo                02/02/96         10/02/98              700,000.00          139,460.58        839,460.58
San Mateo                05/30/97         10/15/98              650,000.00           95,509.70        745,509.70
Santa Cruz               03/31/98         12/21/98              684,000.00           54,758.00        738,758.00
Santa Clara              06/11/98         12/28/98            2,000,000.00          132,000.00      2,132,000.00
- -------------------- ------------- ---------------- ----------------------- ------------------- -----------------
     Interest payment  received is shown as gross of mortgage  servicing fee. In
1998, the Partnership paid $295,052 in such fees to Redwood Mortgage Corp. , the
mortgage servicing agent.

    


   
                                                                TABLE V
                                                    PAYMENT OF MORTGAGE INVESTMENTS
                                                    REDWOOD MORTGAGE INVESTORS VII
                                                      FOR THE THREE YEARS ENDING
                                                           DECEMBER 31, 1998


         SINGLE FAMILY 1-4 UNITS (county)
=================== ============== ================= ======================= =================== ------------------
PROPERTY                   FUNDED         CLOSED ON     MORTGAGE INVESTMENT           INTEREST/           PROCEEDS
                                                                     AMOUNT           LATE/MISC            TO DATE
=================== ============== ================= ======================= =================== ------------------
                                                                                                      
Contra Costa             03/17/93         03/29/96                73,231.67            5,525.66          78,757.33
Mendocino                08/06/93         03/31/96               330,000.00           93,954.87         393,954.87
San Mateo                02/21/96         05/20/96                58,500.00            1,932.94          60,432.94
San Mateo                11/15/94         05/30/96               213,717.85           18,705.09         232,422.94
Marin                    05/05/94         06/14/96               150,000.00           33,530.02         183,530.02
Santa Clara              10/29/92         07/23/96               209,500.00           83,174.41         292,674.41
Monterey                 02/14/95         08/30/96               239,507.90           35,047.91         274,555.81
Sonoma                   01/26/93         09/26/96                13,420.13           12,659.66          26,079.79
Sonoma                   01/26/93         09/30/96                13,420.13           12,683.14          26,103.27
San Mateo                12/31/89         09/30/96                57,959.24           91,871.30         149,830.54
San Mateo                06/24/92         03/13/97                81,000.00           45,775.04         126,775.04
San Francisco            04/15/93         03/19/97                50,000.00           17,967.50          67,967.50
Alameda                  08/16/91         04/11/97                66,000.00           41,506.43         107,506.43
San Mateo                10/10/96         04/14/97                29,944.39            1,234.15          31,178.54
San Francisco            07/15/96         05/09/97               320,000.00           20,144.66         340,144.66
Tuolomne                 03/26/93         05/14/97               175,000.00           36,244.52         211,244.52
San Mateo                08/12/91         05/31/97               108,270.70           71,684.54         179,955.24
San Mateo                06/19/92         06/18/97                42,500.00           25,030.01          67,030.01
San Mateo                12/30/90         06/19/97                15,000.00           14,166.94          29,166.94
San Francisco            07/16/91         08/22/97               108,000.00           89,977.37         197,977.37
San Mateo                03/29/90         08/29/97                63,960.00           61,632.29         125,592.29
San Mateo                06/10/92         09/05/97               145,000.00           95,692.30         240,692.30
San Francisco            10/09/96         09/12/97               238,000.00           12,930.41         250,730.41
Marin                    05/20/91         09/30/97                63,922.80          100,305.42         164,228.22
San Francisco            04/16/91         10/23/97               343,719.78           90,066.64         433,786.42
San Francisco            11/06/92         11/04/97                 6,133.33            1,932.57           8,065.90
Alameda                  12/24/91         12/31/97                37,984.50           17,405.28          68,376.95
San Mateo                11/19/90         06/16/98                91,000.00           94,499.63         185,499.63
El Dorado                06/24/93         06/19/98               300,000.00          197,627.33         497,627.33
Alameda                  02/23/95         06/23/98               153,320.99           57,892.71         211,213.70
San Mateo                12/29/87         07/31/98                79,000.00           85,460.44         164,460.44
San Mateo                09/04/94         08/14/98                60,000.00           26,344.06          86,344.06
Santa Cruz               09/15/97         10/02/98               107,263.44           11,293.28         118,556.72
San Francisco            09/22/97         11/02/98               210,000.00           37,426.99         247,426.99
San Francisco            09/26/97         11/06/98               323,003.04           32,691.04         355,694.08
San Mateo                07/07/98         11/25/98               200,000.00            8,900.70         208,900.70
- ------------------- -------------- ---------------- ------------------------ ------------------- ------------------

    

   

                                                                TABLE V
                                                    PAYMENT OF MORTGAGE INVESTMENTS
                                                    REDWOOD MORTGAGE INVESTORS VII
                                                      FOR THE THREE YEARS ENDING
                                                           DECEMBER 31, 1998


         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            1,226,744.19           194323.82        1421068.01
San Mateo                07/15/92         02/16/96              175,000.00            75675.23         250675.23
Alameda                  03/17/95         05/31/96               28,166.67             3920.62          32087.29
San Francisco            02/05/96         12/27/96              883,750.00           50,570.34        934,320.34
San Francisco            07/17/96         02/26/98            1,014,320.42          147,731.84      1,162,052.26
Alameda                  03/13/97         05/01/98            1,400,000.00          263,875.12      1,663,875.12
- ------------------- -------------- ---------------- ----------------------- ------------------- -----------------

         COMMERCIAL (county)
=================== ============== ================ ======================= ================== ------------------
PROPERTY                   FUNDED        CLOSED ON     MORTGAGE INVESTMENT          INTEREST/           PROCEEDS
                                                                    AMOUNT          LATE/MISC            TO DATE
=================== ============== ================ ======================= ================== ------------------
                                                                                                    
San Mateo                08/28/95         03/19/96              375,000.00          50,593.75         425,593.75
Santa Clara              01/26/96         03/21/96            1,125,000.00          18,882.96       1,143,882.96
San Francisco            03/19/93         06/28/96              129,800.00          46,251.69         176,051.69
Santa Clara              01/22/92         06/30/96              325,000.00         120,178.74         445,178.74
San Francisco            04/30/86         09/12/96              600,320.06         866,468.12       1,466,788.18
San Mateo                07/25/94         09/26/96              650,000.00         197,114.21         847,114.21
Santa Clara              09/28/90         09/30/96              202,577.92         219,868.67         422,446.59
Santa Clara              10/31/94         10/01/96              275,000.00          56,956.67         331,956.67
Alameda                  12/13/91         01/31/97               52,760.73          67,026.76         119,787.49
Alameda                  12/12/90         03/24/97               50,461.02          68,068.88         118,529.90
Santa Cruz               09/23/94         03/28/97              100,000.00          17,765.69         117,765.69
Alameda                  11/05/90         03/31/97              236,177.62         106,668.62         342,846.24
San Francisco            01/15/97         04/01/97              442,500.00           4,022.19         446,522.19
Contra Costa             04/26/91         06/23/97              182,475.81         246,883.76         429,359.57
San Francisco            04/20/95         09/18/97              200,000.00          56,821.69         256,821.69
Contra Costa             03/19/91         09/30/97              227,957.56        -186,615.23          41,342.33
Santa Clara              03/27/96         10/24/97              400,000.00          54,360.37         454,360.37
Santa Barbara            05/10/94         10/31/97              125,000.00          50,276.97         175,276.97
Santa Clara              09/29/95         12/18/97              700,000.00         169,533.33         869,533.33
San Mateo                12/02/92         12/31/97               55,000.00          33,308.16          88,308.16
Solano                   11/30/95         01/30/98               60,000.00          10,638.75          70,638.75
Contra Costa             09/29/92         05/04/98              350,000.00         258,375.49         608,375.49
Solano                   09/30/97         06/05/98              480,000.00          42,640.01         522,640.01
Alameda                  04/25/97         07/24/98              560,000.00          81,144.01         641,144.01
San Mateo                02/02/96         10/02/98              700,000.00         136,866.58         836,866.58
San Mateo                07/15/92         12/08/98              112,500.00          96,240.02         206,213.70
- ------------------- -------------- ---------------- ----------------------- ------------------ ------------------

     Interest payment  received is shown as gross of mortgage  servicing fee. In
1998, the Partnership paid $$128,493 in such fees to Redwood Mortgage Corp., the
mortgage servicing agent.

    

   

                                                                     TABLE V
                                                    PAYMENT OF MORTGAGE INVESTMENTS
                                                     REDWOOD MORTGAGE INVESTORS VI
                                                      FOR THE THREE YEARS ENDING
                                                           DECEMBER 31, 1998


         SINGLE FAMILY 1-4 UNITS (county)
=================== ============== ================ ======================= ================== ------------------
PROPERTY                   FUNDED        CLOSED ON     MORTGAGE INVESTMENT          INTEREST/           PROCEEDS
                                                                    AMOUNT          LATE/MISC            TO DATE
=================== ============== ================ ======================= ================== ------------------
                                                                                                    
San Mateo                10/08/93         02/15/96               57,425.00          13,219.04          70,644.04
Contra Costa             03/17/93         03/29/96               73,231.70           5,525.66          78,757.36
San Mateo                03/03/89         03/31/96              160,000.00         102,333.91         262,333.91
San Mateo                08/12/92         05/15/96              207,211.23         217,482.42         424,693.65
Marin                    05/05/94         06/14/96              200,000.00          44,706.69         244,706.69
Santa Clara              10/29/92         07/23/96              209,500.00          83,174.41         292,674.41
Sonoma                   01/26/93         09/26/96               25,811.78          24,007.81          49,819.59
Santa Cruz               08/20/91         09/31/96              120,000.00          62,342.34         182,342.34
Sonoma                   01/26/93         09/30/96               25,666.55          24,889.91          50,556.46
San Mateo                07/01/88         10/06/96               22,500.00          21,468.10          43,968.10
San Mateo                06/29/89         10/11/96               69,396.16         113,467.71         182,863.87
San Mateo                10/10/96         04/14/97               37,055.61           1,527.25          38,582.86
Alameda                  07/01/90         07/02/97              233,367.46        -127,393.18         105,974.28
Sacramento               03/13/92         10/31/97               55,307.12         -47,694.39           7,612.73
Alameda                  01/24/92         12/19/97               87,300.00          32,875.31         120,175.31
Alameda                  12/24/91         12/31/97               67,257.75          30,820.92          98,078.67
San Mateo                10/16/92         04/01/98              115,140.00          50,554.99         165,694.99
El Dorado                06/24/93         06/19/98              235,000.00         154,808.06         389,808.06
Alameda                  02/23/95         06/23/98              153,320.99          52,892.71         206,213.70
- ------------------- -------------- ---------------- ----------------------- ------------------ ------------------


         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              516,279.07          90,368.97         606,648.04
San Mateo                07/15/92         02/16/96              100,000.00          43,242.94         143,242.94
San Mateo                08/12/92         05/15/96              175,000.00          42,482.37         217,482.37
Alameda                  03/17/95         05/31/96                9,750.00           1,322.29          11,072.29
Sacramento               08/19/88         07/28/97              509,985.54        -214,554.68         295,430.86
Sacramento               07/24/97         02/02/98               10,000.00             368.58          10,368.58
Alameda                  03/13/98         05/01/98              350,000.00          15,781.59         365,781.59
Alameda                  06/01/92         05/13/98              275,000.00          21,359.18         296,359.18
Sacramento               06/29/90         07/17/98               96,559.83          97,106.39         193,666.22
- ------------------- -------------- ---------------- ----------------------- ------------------ ------------------

    

   

                                                                TABLE V
                                                    PAYMENT OF MORTGAGE INVESTMENTS
                                                     REDWOOD MORTGAGE INVESTORS VI
                                                      FOR THE THREE YEARS ENDING
                                                           DECEMBER 31, 1998



         COMMERCIAL (county)
=================== ============== ================ ======================= ================== ------------------
PROPERTY                   FUNDED        CLOSED ON     MORTGAGE INVESTMENT          INTEREST/           PROCEEDS
                                                                    AMOUNT          LATE/MISC            TO DATE
=================== ============== ================ ======================= ================== ------------------
                                                                                                    
Alameda                  08/03/90         01/30/96              200,000.00         142,969.07         342,969.07
Santa Clara              02/01/96         03/21/96              392,829.43           6,722.72         399,552.15
San Francisco            03/19/93         06/28/96              110,000.00           5,670.35         115,670.35
Santa Clara              09/10/92         06/30/96              100,000.00          45,702.20         145,702.20
Santa Clara              01/22/92         06/30/96              175,000.00          89,015.60         264,015.60
San Francisco            04/30/86         09/12/96              149,400.14         214,170.66         363,570.80
San Mateo                07/25/94         09/26/96              550,000.00         157,005.74         707,005.74
San Mateo                08/01/90         01/24/97               50,000.00          42,561.13          92,561.13
Alameda                  12/12/90         03/24/97              210,034.69         283,065.26         493,099.95
Alameda                  11/05/90         03/31/97               78,740.20         105,095.44         183,835.64
Sonoma                   07/06/89         08/01/97              100,000.00          91,374.72         191,374.72
Contra Costa             03/19/91         09/30/97              227,755.59        -186,413.27          41,342.32
Santa Barbara            05/10/94         10/31/97              100,000.00          40,222.70         140,222.70
Santa Clara              09/29/95         12/18/97              550,000.00          83,866.67         633,866.67
Sonoma                   05/26/93         07/09/98              292,500.00         624,396.12         916,896.12
Alameda                  08/11/88         08/03/98               73,000.00          93,566.06         166,566.06
San Mateo                02/02/96         10/02/98              150,000.00          31,079.87         181,079.87
- ------------------- -------------- ---------------- ----------------------- ------------------ ------------------


     Interest payment  received is shown as gross of mortgage  servicing fee. In
1998, the Partnership  paid $70,630 in such fees to Redwood  Mortgage Corp., the
mortgage servicing agent.

    


   
                                                                TABLE V
                                                    PAYMENT OF MORTGAGE INVESTMENTS
                                                     REDWOOD MORTGAGE INVESTORS V
                                                      FOR THE THREE YEARS ENDING
                                                           DECEMBER 31, 1998


         SINGLE FAMILY 1-4 UNITS (county)
=================== ============== ================ ======================= ================== ------------------
PROPERTY                   FUNDED        CLOSED ON     MORTGAGE INVESTMENT          INTEREST/           PROCEEDS
                                                                    AMOUNT          LATE/MISC            TO DATE
=================== ============== ================ ======================= ================== ------------------
                                                                                                    
San Mateo                09/28/89         09/03/96               54,000.00          41,863.50          95,863.50
Sonoma                   01/26/93         09/26/96               24,030.31          21,893.70          45,924.01
Sonoma                   01/26/93         09/30/96               24,030.32          22,625.93          46,656.25
Marin                    01/23/87         12/13/96               60,000.00          57,433.82         117,433.82
San Francisco            04/15/93         03/19/97               93,500.00          23,305.54         116,805.54
San Francisco            12/09/94         06/10/97               14,000.00           3,110.57          17,110.57
San Francisco            04/16/91         10/23/97              342,442.77          91,841.37         434,284.14
Sacramento               03/12/92         10/31/97               27,664.73         -23,852.44           3,812.29
San Mateo                11/18/92         12/10/97               25,000.00           15165.60          40,165.60
Alameda                  01/24/92         12/19/97               87,300.00          33,156.31         120,456.31
- ------------------- -------------- ---------------- ----------------------- ------------------ ------------------


         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             187,116.28            7,299.89         194,416.17
Alameda                  03/17/95         05/31/96               3,250.00              452.38           3,702.38
Sacramento               06/29/90         07/17/98             126,555.01           65,224.49         191,779.50
- ------------------- -------------- ---------------- ---------------------- ------------------- ------------------


         COMMERCIAL (county)
=================== ============== ================ ====================== =================== ------------------
PROPERTY                   FUNDED        CLOSED ON    MORTGAGE INVESTMENT           INTEREST/           PROCEEDS
                                                                   AMOUNT           LATE/MISC            TO DATE
=================== ============== ================ ====================== =================== ------------------
                                                                                                    
San Francisco            03/19/93         06/28/96              90,000.00            5,786.25          95,670.35
Santa Clara              09/10/92         06/30/96             150,000.00           69,007.73         219,007.73
Santa Clara              01/22/92         06/30/96             100,000.00           40,642.26         140,642.26
San Francisco            04/30/86         09/12/96             304,280.17          224,718.72         528,998.89
San Mateo                07/25/94         09/26/96             300,000.00           92,108.08         392,108.08
San Mateo                08/01/90         01/24/97              50,000.00           42,804.93          92,804.93
Contra Costa             04/26/91         06/23/97             115,032.96          154,302.43         269,335.39
Contra Costa             11/16/93         07/03/97             235,000.00           56,654.84         291,651.84
Sonoma                   07/06/89         08/01/97             100,000.00           91,651.43         191,651.43
Santa Clara              09/29/95         12/18/97             100,000.00           26,660.60         126,666.60
Contra Costa             09/29/92         05/04/98             100,000.00          128,786.98         228,786.98
San Mateo                07/15/92         12/08/98             112,500.00           96,554.54         209,054.54
- ------------------- -------------- ---------------- ---------------------- ------------------- ------------------


     Interest payment  received is shown as gross of mortgage  servicing fee. In
1998, the Partnership  paid $0.00 in such fees to Redwood  Mortgage  Corp.,  the
mortgage servicing agent.

    

   

                                                                TABLE V
                                                    PAYMENT OF MORTGAGE INVESTMENTS
                                                     REDWOOD MORTGAGE INVESTORS IV
                                                      FOR THE THREE YEARS ENDING
                                                           DECEMBER 31, 1998

         SINGLE FAMILY 1-4 UNITS (county)
=================== ============== ================ ====================== =================== ------------------
PROPERTY                   FUNDED        CLOSED ON    MORTGAGE INVESTMENT           INTEREST/           PROCEEDS
                                                                   AMOUNT           LATE/MISC            TO DATE
=================== ============== ================ ====================== =================== ------------------
- ------------------- ============== ================ ====================== =================== ------------------
                                                                                                    
San Mateo                09/28/89         09/03/96              54,000.00           41,577.53          95,577.53
Alameda                  09/02/92         07/15/97              78,750.00           45,066.81         123,816.81
San Mateo                03/20/90         08/29/97              80,000.00           77,498.01         157,498.01
San Francisco            11/06/92         11/04/97              12,266.67            5,240.50          17,507.17
Santa Clara              04/26/94         11/05/97              87,500.00           31,938.26         119,438.26
Alameda                  12/24/91         12/31/97              67,257.75           30,392.45          97,650.20
San Mateo                11/16/87         01/19/98              40,000.00           54,832.78          94,832.78
San Mateo                10/16/92         04/01/98              76,760.00           70,117.71         146,877.71
Alameda                  07/07/86         05/19/98              27,850.00           46,154.10          74,004.10
San Mateo                05/21/91         07/02/98             120,000.00          123,436.63         243,436.63
- ------------------- -------------- ---------------- ---------------------- ------------------- ------------------



         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             418,604.65           69,501.29         488,105.94
San Joaquin              07/11/95         03/19/96             275,000.00           10,172.36         285,172.36
Alameda                  03/17/95         05/30/96               6,500.00              860.62           7,360.62
Sacramento               12/16/87         05/30/96             536,592.80          368,067.66         904,660.46
Santa Clara              09/28/90         09/30/96             204,900.08          220,007.50         424,907.58
Alameda                  03/13/97         05/01/98             500,000.00           61,215.28         561,215.28
Alameda                  06/01/92         05/13/98             275,000.00          373,615.12         373,615.12
Sacramento               06/29/90         07/17/98             187,778.06          136,018.43         323,796.49
Sacramento               07/03/95         12/24/98             200,000.00           29,398.68         -74,598.94
- ------------------- -------------- ---------------- ---------------------- ------------------- ------------------

    

   

                                                                TABLE V
                                                    PAYMENT OF MORTGAGE INVESTMENTS
                                                     REDWOOD MORTGAGE INVESTORS IV
                                                      FOR THE THREE YEARS ENDING
                                                           DECEMBER 31, 1998


         COMMERCIAL (county)
=================== ============== ================ ====================== =================== ------------------
PROPERTY                   FUNDED        CLOSED ON    MORTGAGE INVESTMENT           INTEREST/           PROCEEDS
                                                                   AMOUNT           LATE/MISC            TO DATE
=================== ============== ================ ====================== =================== ------------------
                                                                                                    
San Francisco            03/10/93         02/15/96             171,000.00           60,864.67         231,864.67
San Francisco            04/30/86         09/12/96             830,000.78        1,082,625.62       1,912,626.40
San Mateo                07/25/94         09/26/96             200,000.00           58,334.75         258,334.75
Lake                     01/30/91         10/04/96              16,000.00           13,245.50          29,245.50
Alameda                  12/12/90         03/24/97             201,671.45          271,459.89         473,131.34
San Luis Obispo          03/14/96         05/23/97             200,000.00           30,005.13         230,005.13
Contra Costa             04/26/91         06/23/97             114,952.65          154,302.43         269,255.08
San Mateo                12/31/90         12/05/97             260,000.00          205,321.34         465,321.34
Santa Clara              09/29/95         12/18/97             300,000.00           79,483.33         379,483.33
Contra Costa             09/29/92         05/04/98             100,000.00           65,297.83         165,297.83
Sonoma                   05/26/93         07/09/98             292,500.00          361,093.01         653,593.01
San Mateo                12/02/97         08/19/98              90,000.00            7,588.88          97,588.88
San Mateo                02/02/96         10/02/98             275,000.00           69,864.78         344,864.78
San Mateo                05/30/97         10/15/98             250,000.00           36,734.50         286,734.50
- -------------------- ------------- ---------------- ---------------------- ------------------- ------------------



     Interest payment  received is shown as gross of mortgage  servicing fee. In
1998, the Partnership  paid $69,550 in such fees to Redwood  Mortgage Corp., the
mortgage servicing agent.

    

   

                                                                TABLE V
                                                    PAYMENT OF MORTGAGE INVESTMENTS
                                                    REDWOOD MORTGAGE INVESTORS III
                                                      FOR THE THREE YEARS ENDING
                                                           DECEMBER 31, 1998
    

         SINGLE FAMILY 1-4 UNITS (county)
==================== ============= ================ ====================== =================== ------------------
PROPERTY                   FUNDED        CLOSED ON    MORTGAGE INVESTMENT           INTEREST/           PROCEEDS
                                                                   AMOUNT           LATE/MISC            TO DATE
==================== ============= ================ ====================== =================== ------------------
                                                                                                    
Sonoma                   01/26/93         09/24/96               8,523.84            7,989.07          16,512.91
Sonoma                   01/26/93         09/24/96               8,523.84            8,256.88          16,780.72
Santa Cruz               08/20/91         09/31/96              80,253.55           10,031.41          90,284.96
Alameda                  11/29/94         05/19/97              60,000.00           15,662.20          75,662.20
Alameda                  11/03/94         07/10/97              73,000.00           19,586.80          92,586.80
Alameda                  09/02/92         07/15/97             100,000.00           57,227.60         157,227.60
San Mateo                08/16/94         11/14/97              75,000.00           28,380.54         103,380.54
Ventura                  12/05/96         03/03/98              65,000.00           10,539.20          75,539.20
San Mateo                02/01/98         12/31/98              30,000.00            3,111.01          33,111.01
- -------------------- ------------- ---------------- ---------------------- ------------------- ------------------


         MULTIPLE 5+ UNITS (county)
- -------------------- ------------- ---------------- ---------------------- ------------------- ------------------
PROPERTY                   FUNDED        CLOSED ON    MORTGAGE INVESTMENT           INTEREST/           PROCEEDS
                                                                   AMOUNT           LATE/MISC            TO DATE
- -------------------- ============= ================ ====================== =================== ------------------
                                                                                                    
Alameda                  06/01/92         05/13/98              60,000.00            4,660.18          64,660.18


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


         COMMERCIAL (county)
==================== ============= ================ ====================== =================== ------------------
PROPERTY                   FUNDED        CLOSED ON    MORTGAGE INVESTMENT           INTEREST/           PROCEEDS
                                                                   AMOUNT           LATE/MISC            TO DATE
==================== ============= ================ ====================== =================== ------------------
                                                                                                    
Alameda                  09/30/95         01/30/96             138,015.68            6,530.55         144,546.23
Santa Clara              09/10/92         06/30/96              75,000.00           33,772.22         108,772.22
San Francisco            04/30/86         09/12/96             164,999.74          214,521.09         379,520.83
San Francisco            08/24/94         06/30/97              87,500.00           27,241.69         114,741.69
San Mateo                03/31/98         08/19/98              60,000.00            3,289.28          63,289.28
San Mateo                10/18/96         11/18/98             100,000.00           25,160.00         125,160.00



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

   


     Interest payment  received is shown as gross of mortgage  servicing fee. In
1998, the Partnership  paid $13,433 in such fees to Redwood  Mortgage Corp., the
mortgage servicing agent.

    

   

                                                                TABLE V
                                                    PAYMENT OF MORTGAGE INVESTMENTS
                                                     REDWOOD MORTGAGE INVESTORS II
                                                      FOR THE THREE YEARS ENDING
                                                           DECEMBER 31, 1998



         SINGLE FAMILY 1-4 UNITS (county)
==================== ============= ================ ====================== =================== ------------------
PROPERTY                   FUNDED        CLOSED ON    MORTGAGE INVESTMENT           INTEREST/           PROCEEDS
                                                                   AMOUNT           LATE/MISC            TO DATE
==================== ============= ================ ====================== =================== ------------------
                                                                                                    
Marin                    01/23/87         12/13/96              50,500.01            6,277.71          56,777.72
Santa Clara              02/11/94         06/06/97              88,000.00           19,621.27         107,621.27
Sacramento               03/12/97         10/31/97              13,760.71          -12,627.29           1,133.42
Ventura                  12/05/96         02/13/98              65,000.00           12,082.39          77,082.39
Ventura                  12/05/96         02/13/98              65,000.00           13,599.29          78,599.29
San Mateo                02/16/94         02/25/98              50,000.00           10,376.65          60,376.65
- -------------------- ------------- ---------------- ---------------------- ------------------- ------------------


         MULTIPLE 5+ UNITS (county)
==================== ============= ================ ====================== ==================== -----------------
PROPERTY                   FUNDED        CLOSED ON    MORTGAGE INVESTMENT            INTEREST/          PROCEEDS
                                                                   AMOUNT            LATE/MISC           TO DATE
==================== ============= ================ ====================== ==================== -----------------
                                                                                                    
Alameda                  06/01/92         05/13/98             100,000.00             7,766.96        107,766.96



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


         COMMERCIAL (county)
==================== ============= ================ ====================== ==================== -----------------
PROPERTY                   FUNDED        CLOSED ON    MORTGAGE INVESTMENT            INTEREST/          PROCEEDS
                                                                   AMOUNT            LATE/MISC           TO DATE
==================== ============= ================ ====================== ==================== -----------------
                                                                                                    
San Francisco            04/30/86         09/12/96             291,224.54           262,811.34        554,035.88
Alameda                  01/12/94         12/02/96              30,000.00             7,553.14         37,553.14
Santa Barbara            05/10/94         10/31/97              50,000.00            19,780.28         69,780.28
- -------------------- ------------- ---------------- ---------------------- -------------------- -----------------



     Interest payment  received are shown as gross of mortgage  servicing fee.is
In 1998, the Partnership paid $4,441 in such fees to Redwood Mortgage Corp., the
mortgage servicing agent.

    

   

                                                                TABLE V
                                                    PAYMENT OF MORTGAGE INVESTMENTS
                                                      REDWOOD MORTGAGE INVESTORS
                                                      FOR THE THREE YEARS ENDING
                                                           DECEMBER 31, 1998

         SINGLE FAMILY 1-4 UNITS (county)
==================== ============= ================ ====================== ==================== -----------------
PROPERTY                   FUNDED        CLOSED ON    MORTGAGE INVESTMENT            INTEREST/          PROCEEDS
                                                                   AMOUNT            LATE/MISC           TO DATE
==================== ============= ================ ====================== ==================== -----------------
                                                                                                    
Sonoma                   01/26/93         09/24/96               5,475.51             5,155.95         10,631.46
Sonoma                   01/26/93         09/30/96               5,488.04             5,343.29         10,831.33
Santa Clara              02/11/94         06/06/97              88,000.00            29,191.54        117,191.54
Marin                    05/20/91         09/30/97              71,000.00             4,894.30         75,894.30
Sacramento               03/13/92         10/31/97              13,812.08           -11,914.86          1,897.22
Ventura                  12/05/96         02/13/98              65,000.00             1,913.40         66,913.40
Ventura                  12/05/96         02/13/98              65,000.00            13,110.67         78,110.67
Ventura                  12/05/96         02/13/98              65,000.00             4,922.69         69,922.69
San Mateo                02/16/94         02/25/98              75,000.00            31,129.95        106,129.95
- -------------------- ------------- ---------------- ---------------------- -------------------- -----------------


         MULTIPLE 5+ UNITS (county)
- -------------------- ------------- ---------------- ---------------------- -------------------- -----------------
PROPERTY                   FUNDED        CLOSED ON    MORTGAGE INVESTMENT            INTEREST/          PROCEEDS
                                                                   AMOUNT            LATE/MISC           TO DATE
- -------------------- ------------- ---------------- ---------------------- -------------------- -----------------
                                                                                                    
Alameda                  03/17/95         05/31/96               2,166.67               286.88          2,453.55
- -------------------- ------------- ---------------- ---------------------- -------------------- -----------------


         COMMERCIAL (county)
==================== ============= ================ ====================== ==================== -----------------
PROPERTY                   FUNDED        CLOSED ON    MORTGAGE INVESTMENT            INTEREST/          PROCEEDS
                                                                   AMOUNT            LATE/MISC           TO DATE
==================== ============= ================ ====================== ==================== -----------------
                                                                                                    
San Francisco            04/30/86         09/12/96             164,997.74           302,563.65        467,561.39
San Mateo                07/25/94         09/27/96             200,000.00            58,334.75        258,334.75
San Mateo                03/31/96         10/02/98              15,000.00             6,118.14         21,118.14
San Mateo                05/30/97         10/15/98             100,000.00            14,693.80        114,693.80
- -------------------- ------------- ---------------- ---------------------- -------------------- -----------------

     Interest payment  received is shown as gross of mortgage  servicing fee. In
1998, the Partnership  paid $7,744 in such fees to Redwood  Mortgage Corp.,  the
mortgage servicing agent.

    

   

                                                                TABLE V
                                                    PAYMENT OF MORTGAGE INVESTMENTS
                                                  CORPORATE MORTGAGE INVESTORS I & II
                                                      FOR THE THREE YEARS ENDING
                                                           DECEMBER 31, 1998

         SINGLE FAMILY 1-4 UNITS (county)
==================== ============= ================ ====================== ==================== -----------------
PROPERTY                   FUNDED        CLOSED ON    MORTGAGE INVESTMENT            INTEREST/          PROCEEDS
                                                                   AMOUNT            LATE/MISC           TO DATE
==================== ============= ================ ====================== ==================== -----------------
                                                                                                    
Alameda                  01/31/95         01/25/96              80,000.00             8,863.88         88,863.88
San Mateo                01/31/96         04/29/96             175,000.00             5,226.02        180,226.02
San Mateo                03/06/90         08/29/96              19,000.00            14,725.47         33,725.47
San Mateo                09/29/95         09/05/96              70,000.00             8,176.88         78,176.88
Alameda                  11/29/94         03/13/97              60,000.00            13,896.74         73,896.74
Amador                   02/23/96         06/03/97              45,000.00             5,047.64         50,047.64
Santa Clara              04/26/94         11/05/97              87,500.00            31,938.26        119,438.26
San Mateo                02/28/97         12/29/97              35,000.00             3,097.18         38,097.18
San Francisco            07/28/95         05/31/98             145,000.00            24,789.91        169,789.91
Ventura                  12/05/96         06/25/98              65,000.00            43,030.90        108,030.90
Alameda                  09/29/88         10/26/98              74,600.00            45,224.47        119,824.47
- -------------------- ------------- ---------------- ---------------------- -------------------- -----------------


         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             239,534.88            26,161.33        265,696.21
Sacramento               12/15/87         05/30/96             102,000.00           -24,018.43         77,981.57
Alameda                  03/17/95         05/31/96               2,166.67               286.88          2,453.55
- -------------------- ------------- ---------------- ---------------------- -------------------- -----------------

         COMMERCIAL (county)
==================== ============= ================ ====================== ==================== -----------------
PROPERTY                   FUNDED        CLOSED ON    MORTGAGE INVESTMENT            INTEREST/          PROCEEDS
                                                                   AMOUNT            LATE/MISC           TO DATE
==================== ============= ================ ====================== ==================== -----------------
                                                                                                    
San Francisco            03/19/93         06/28/96              35,000.00            36,011.72         71,011.72
San Francisco            04/30/86         09/12/96             180,025.14            20,073.65        200,098.79
Santa Clara              01/31/94         10/01/96             100,000.00            20,044.97        120,044.97
Contra Costa             06/21/88         04/07/97              54,600.00             28890.31          83490.31
San Francisco            08/24/94         06/30/97              87,500.00            27,241.68        114,741.68
Santa Barbara            05/10/94         10/31/97             100,000.00            39,560.36        139,560.36
San Mateo                12/02/97         08/19/98             150,000.00             9,358.83        159,358.83
San Mateo                02/02/96         10/02/98             175,000.00            51,682.83        226,682.83
- -------------------- ------------- ---------------- ---------------------- -------------------- -----------------


     Interest payment  received is shown as gross of mortgage  servicing fee. In
1998, the Partnership  paid $15,048 in such fees to Redwood  Mortgage Corp., the
mortgage servicing agent.

    



   
                                                             ATTACHMENT II
                                                                  to
                                                 SUPPLEMENT NO. 5 DATED APRIL 26, 1999



                                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, 1998. 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, 1998. This information updates the information provided on page 36 of the Prospectus.




Name of            Number of     Estimated Total     Outstanding Mortgage    Total Outstanding Mortgage
Partnership        Mortgage         Amount. of       Investments Balances    Investments Balances as of
                  Investments        Mortgage       Originated 01/01/96 to    12/31/98 (from inception)
                                   Investments             12/31/98
- ---------------- -------------- ------------------- ------------------------ ----------------------------

                           
                                                                                            
CMI                     14           $1,572,000.00               $907,733.23               $1,542,038.83

RMI                     13             $821,235.93               $626,129.09               $1,191,988.35

RMI II                   7             $438,430.77               $306,998.70                 $658,660.55

RMI III                 15           $1,247,548.72             $1,040,589.15               $1,548,004.70

RMI IV                  23           $4,655,618.69             $3,094,798.23               $8,012,142.89

RMI V                    9             $853,987.40               $683,615.08               $2,751,508.45

RMI VI                  22           $4,640,548.72             $2,395,570.45               $7,969,735.31

RMI VII                 43          $23,392,317.27            $10,264,165.29              $13,209,186.42
=============== =========== ==== ================== ==== ==================== ===== =====================
TOTAL                  146          $37,621,687.50            $19,319,599.22              $36,883,265.50
=============== =========== ==== ================== ==== ==================== ===== =====================

    

   

                                      

                                  ATTACHMENT II
                                       to
                     SUPPLEMENT NO. 5 DATED APRIL 26 , 1999
    



                 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                                        $21,614,187.50
        Second Trust Deeds                                        15,536,500.00
        Third Trust Deeds                                            471,000.00
                                                         ======================
Total                                                            $37,621,687.50

Location of Mortgage Investments by County

        San Francisco                                             $9,578,444.39
        Santa Clara                                                6,179,680.00
        Alameda                                                    5,521,500.00
    

        Stanislaus                                                 5,109,000.00
        San Mateo                                                  4,165,525.61
        Marin                                                      1,685,000.00
        Solano                                                     1,430,000.00
        Ventura                                                    1,131,000.00
        Sacramento                                                   855,000.00
   
        Monterey                                                     700,000.00
    
        Contra Costa                                                 382,500.00
        Riverside                                                    300,000.00
        San Luis Obispo                                              200,000.00
        Santa Cruz                                                   192,000.00
        Sonoma                                                       137,037.50
        Placer                                                        55,000.00
   
                                                            -------------------
        Total                                                    $37,621,687.50
                                                            ===================

Type of Property

        Commercial                                               $13,587,680.00
        Owner Occupied Homes                                       2,286,051.89
        Apartments                                                 6,926,750.00
        Non-Owner Homes                                            5,909,805.61
        Raw Land                                                   8,911,400.00
                                                            --------------------
Total                                                            $37,621,687.50
                                                            ===================
    



   
                                 ATTACHMENT III
                                       to
                     SUPPLEMENT NO. 5 DATED APRIL 26 , 1999
    

                              FINANCIAL STATEMENTS
                                       OF
                         REDWOOD MORTGAGE INVESTORS VIII




   
                         REDWOOD MORTGAGE INVESTORS VIII
                       (A California Limited Partnership)
                              FINANCIAL STATEMENTS
                           DECEMBER 31, 1998 and 1997
                        (With Auditor's Report Thereon)

    



   
                                PARODI & CROPPER
                          CERTIFIED PUBLIC ACCOUNTANTS
                       3658 Mount Diablo Blvd., Suite #205
                               Lafayette CA 94549
                                 (925) 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, 1998 and 1997 and the
statements of income,  changes in partners capital and cash flows for the three
years ended December 31,1998.  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, 1998 and 1997,  and the results of its  operations  and
cash flows for the three years ended  December  31,  1998,  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
March 3, 1999
    




   
                                                    REDWOOD MORTGAGE INVESTORS VIII
                                                  (A California Limited Partnership)
                                                            BALANCE SHEETS
                                                      DECEMBER 31, 1998 AND 1998
    


                                                                ASSETS

                                                                       1998                1997
                                                                  ----------------     --------------      

                                                                                           
Cash                                                                     $528,688           $663,159
                                                                  ----------------     --------------      

Accounts receivable:
  Mortgage Investments, secured by deeds of trust                      31,905,958         25,304,989
                                                                  ----------------     --------------
  Accrued Interest on Mortgage Investments                                459,418            341,976
  Advances on Mortgage Investments                                        211,145            205,804
  Accounts receivables, unsecured                                          48,849             62,844
                                                                  ----------------     --------------       
                                                                       32,625,370         25,915,613

  Less allowance for doubtful accounts                                    414,073            257,500
                                                                  ----------------     --------------     
                                                                       32,211,297         25,658,113
                                                                  ----------------     --------------      

Real Estate owned, acquired through foreclosure,
 held for sale                                                             66,000             70,138
Investment in limited liability corporation, at cost which
  approximates market                                                     304,139            251,139
Organization costs, less accumulated amortization of $12,500
 and $10,625, respectively                                                      0              1,875
Due from related companies                                                      0              2,999
Prepaid expense-deferred loan fee                                          11,835             10,151
                                                                  ----------------     --------------     

                                                                      $33,121,959        $26,657,574
                                                                  ================     ==============      

See accompanying notes to financial statements




                                                    REDWOOD MORTGAGE INVESTORS VIII
                                                  (A California Limited Partnership)
                                                            BALANCE SHEETS
                                                      DECEMBER 31, 1998 AND 1997

                                                   LIABILITIES AND PARTNERS CAPITAL

                                                                             1998          1997
                                                                  ----------------     --------------       

Liabilities:
                                                                                           
  Accounts payable and accrued expenses                                    $2,500             $3,355
  Note payable - bank line of credit                                    5,947,000          5,640,000
  Deferred interest income                                                124,805             83,066

                                                                  ----------------     --------------   
                                                                                         
                                                                        6,074,305          5,726,421
                                                                  ----------------     --------------      



Partners Capital:
     Limited partners capital, subject to redemption (note 4E):
          Net of unallocated syndication costs of $353,875
          and $431,994 for 1998 and 1997, respectively:and 
          formation loan receivable of $1,640,904  and
          $1,386,693 for 1998 and 1997,respectively                    27,025,331         20,914,721
            
     General Partners Capital, net of unallocated syndication
          costs of $3,574 and $4,364 for 1998 and  1997,
          respectively                                                     22,323             16,432
                                                                  ----------------     --------------       

                       Total Partners Capital                          27,047,654         20,931,153
                                                                   ----------------     --------------       

                       Total Liabilities and Partners Capital         $33,121,959        $26,657,574
                                                                  ================     ==============       


See accompanying notes to financial statements.



                                                    REDWOOD MORTGAGE INVESTORS VIII
                                                  (A California Limited Partnership)
                                                         STATEMENTS OF INCOME
                                              FOR THE THREE YEARS ENDED DECEMBER 31, 1998


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

                                                         1998              1997             1996
                                                     -------------     -------------    -------------    
Revenues:
                                                                                        
  Interest on Mortgage Investments                     $3,376,293        $2,613,008       $1,718,208
  Interest on bank deposits                                 8,946             9,487            4,083
  Late charges                                             19,384             6,432            3,847
  Miscellaneous                                             1,398               530              497
                                                     -------------     -------------    -------------   
                                                        3,406,021         2,629,457        1,726,635
                                                     -------------     -------------    -------------     

Expenses:
  Mortgage servicing fees                                 295,052           189,692          155,912
  Interest on note payable - bank                         513,566           340,633          188,638
  Amortization of loan origination fees                    11,415            16,819           11,999
  Provision for doubtful accounts and losses on
  real estate acquired through foreclosure                162,969           139,804           55,383
  Asset management fee - General Partner                   31,651            24,966           17,053
  Amortization of organization costs                        1,875             2,500            2,500
  Clerical costs through Redwood Mortgage                  67,453            54,549           38,799
  Professional services                                    27,462            36,717           17,687
  Printing, supplies and postage                            7,089             9,584            1,192
  Other                                                     8,907             5,673            3,947
                                                      ------------    -------------     -------------
                                                        1,127,439           820,937          493,110
                                                     -------------     -------------    -------------    

Income before interest credited to partners in          2,278,582         1,808,520        1,233,525
applicant status

Interest credited to partners in applicant status           4,454             9,562            2,618
                                                     -------------     -------------    -------------   

Net Income                                             $2,274,128        $1,798,958       $1,230,907
                                                     =============     =============    =============    

Net income:  To General Partners(1%)                      $22,741           $17,990          $12,309
                     To Limited Partners (99%)          2,251,387         1,780,968        1,218,598
                                                     -------------
                                                                       =============    =============     
Total - net income                                     $2,274,128        $1,798,958       $1,230,907
                                                     =============     =============    =============     

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

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


See accompanying notes to financial statements.




                                                    REDWOOD MORTGAGE INVESTORS VIII
                                                  (A California Limited Partnership)
                                              STATEMENTS OF CHANGES IN PARTNERS CAPITAL
                                              FOR THE THREE YEARS ENDED DECEMBER 31, 1998

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

   
                                  --------------    -------------- -----------------    -------------     --------------
                                                                                                     
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          2,618                 0                 0                0                  0
in 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)
                                  --------------    --------------     -------------    -------------     --------------



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

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

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          9,562                 0                 0                 0                  0
in 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
   
Contributions on Application          5,105,559                 0                 0                 0                  0
Formation Loan increases                      0                 0                 0         (403,518)          (403,518)
Formation Loan payments                       0                 0                 0           133,580            133,580
Interest credited to partners in
    applicant status                      4,454                 0                 0                 0                  0

Upon admission to Partnership:
    Interest withdrawn                  (1,553)                 0                 0                 0                  0
    Transfers to Partners
       capital                      (5,108,460)         5,103,359                 0                 0          5,103,359

Net Income                                    0         2,251,387                 0                 0          2,251,387
Syndication costs incurred                    0                 0         (126,453)                 0          (126,453)
Allocation of syndication costs               0         (196,317)           196,317                 0                  0
Partners  withdrawals                         0         (847,661)                 0                 0          (847,661)
Early withdrawal penalties                    0          (24,066)             8,255            15,727               (84)
                                  --------------    --------------     -------------    --------------     --------------

Balances at December 31, 1998     ==============    ==============     =============    ==============     ==============
                                             $0       $29,020,110        $(353,875)      $(1,640,904)        $27,025,331
                                  ==============    ==============     =============    ==============     ==============
    

See accompanying notes to financial statements




   
                                                    REDWOOD MORTGAGE INVESTORS VIII
                                                  (A California Limited Partnership)
                                              STATEMENTS OF CHANGES IN PARTNERS CAPITAL
                                              FOR THE THREE YEARS ENDED DECEMBER 31, 1998
    

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



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

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






   
                                                   REDWOOD MORTGAGE INVESTORS VIII
                                                  (A California Limited Partnership)
                                              STATEMENTS OF CHANGES IN PARTNERS CAPITAL
                                              FOR THE THREE YEARS ENDED DECEMBER 31, 1998
    

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

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



                                                                                                 
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
   applicant status                                       0                 0                0                 0

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
   

Contributions on Application                              0                 0                0                 0
Formation Loan increases                                  0                 0                0         (403,518)
Formation Loan payments                                   0                 0                0           133,580
Interest credited to partners in
    applicant status                                      0                 0                0                 0

Upon admission to partnership:
    Interest withdrawn                                    0                 0                0                 0
    Transfers to Partners capital                     5,101                 0            5,101         5,108,460

Net Income                                           22,741                 0           22,741         2,274,128
Syndication costs incurred                                0           (1,277)          (1,277)         (127,730)
Allocation of syndication costs                     (1,983)             1,983                0                 0
Partners withdrawals                               (20,758)                 0         (20,758)         (868,419)
Early withdrawal penalties                                0                84               84                 0
                                            ----------------    --------------     ------------    --------------

Balances at December 31, 1998                       $25,897          $(3,574)          $22,323       $27,047,654
                                            ================    ==============     ============    ==============
    

See accompanying notes to financial statements



   
                                                    REDWOOD MORTGAGE INVESTORS VIII
                                                  (A California Limited Partnership)
                                                       STATEMENTS OF CASH FLOWS
                                              FOR THE THREE YEARS ENDED DECEMBER 31, 1998


                                                     1998               1997              1996
                                                 --------------    ---------------    --------------    
   
Cash flows from operating activities:
                                                                                       
  Net income                                        $2,274,128         $1,798,958        $1,230,907
Adjustments to reconcile net income to net
    cash provided by operating activities
    Amortization of organization costs                   1,875              2,500             2,500
    Provision for doubtful accounts.                   156,573            139,804            78,651
    Provision for losses (gains) on real
estate
        held for sale                                    6,396                  0          (23,268)
    Increase (decrease) in accounts payable              (855)           (17,270)            16,615
    (Increase) in accrued interest & advances        (122,783)          (342,571)          (83,477)
    (Increase) decrease in amount due from
        related companies                                2,999            (2,688)             2,738
    (Increase) decrease in deferred loan fee           (1,684)             10,569           (3,002)
     Increase (decrease ) in deferred interest
                                                 --------------    ---------------    --------------     
        income                                          41,739          (134,414)           217,480
                                                 --------------    ---------------    --------------
Net cash provided by operating activities            2,358,388          1,454,888         1,439,144
                                                 --------------    ---------------    --------------     

Cash flows from investing activities:

    Principal collected on Mortgage
         Investments                                14,262,838         10,279,337         9,019,190
    Mortgage Investments made                     (20,863,807)       (19,941,336)      (13,148,944)
    Disposition of real estate held for sale                 0                  0           299,154
    Additions to real estate held for sale             (2,258)            (3,254)                 0
    Additions to Limited Liability Corporation        (53,000)           (60,000)                 0
    Accounts receivables, unsecured -
                                                 --------------    ---------------    --------------     
        (disbursements) receipts                        13,995             12,490           (4,018)
                                                 --------------    ---------------    --------------     
      Net cash used in investing activities        (6,642,232)        (9,712,763)       (3,834,618)
                                                 --------------    ---------------    --------------     

Cash flows from financing activities

   Increase (decrease) in note payable-bank            307,000          4,140,000         (410,000)
   Contributions by partner applicants               5,105,559          5,251,969         4,172,718
   Interest credited to partners in applicant
       status                                            4,454              9,562             2,618
   Interest withdrawn by partners in applicant
      status                                           (1,553)            (1,849)             (863)
   Partners withdrawals                              (868,419)          (631,150)         (564,159)
   Syndication costs incurred                        (127,730)          (190,421)         (214,689)
   Formation Loan increases                          (403,518)          (420,510)         (314,996)
   Formation Loan collections                          133,580             98,999             8,961
                                                                   ---------------    --------------     

   Net cash provided by financing activities         4,149,373          8,256,600         2,679,590
                                                 --------------    ---------------    --------------     
   Net increase (decrease) in cash and cash
      equivalents                                    (134,471)            (1,275)           284,116

Cash - beginning of period                             663,159            664,434           380,318
                                                 --------------    ---------------    --------------     

Cash - end of period                                  $528,688           $663,159          $664,434
                                                 ==============    ===============    ==============     
See accompanying notes to financial statements.
    


   
                         REDWOOD MORTGAGE INVESTORS VIII
                       (A California Limited Partnership)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1998
    

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  Mortgage  Corp.,  an
affiliate of the General Partners.  At December 31, 1998, the Partnership was in
the offering stage,  wherein contributed capital totalled $25,590,135 in limited
partner contributions of an approved aggregate offering of $45,000,000, in units
of $100 each (255,902).
    

     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
$839,413  at  December  31,  1998,  which  was  7.9%  of  the  limited  partners
contributions  of $10,658,118.  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 Corp., 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, 1998

The following summarizes Formation Loan transactions to December 31, 1998:

                                               Initial              Subsequent             Total
                                             Offering of           Offering of
                                             $15,000,000           $30,000,000
                                            ---------------       ---------------      ---------------
                                 
                                                                                         
Limited Partner contributions                  $14,932,017           $10,685,117          $25,590,134
                                            ===============       ===============      ===============

Formation Loan made                             $1,074,840               839,413            1,914,253

Payments to date
                                                 (198,316)              (43,223)            (241,539)
Early withdrawal penalties applied                                             
                                                  (31,810)                     0             (31,810)
                                            ---------------       ---------------      ---------------

Balance December 31, 1998
                                                  $844,714              $796,190           $1,640,904
                                            ===============       ===============      ===============

Percent loaned of Partners contributions              7.2%                  7.9%                 7.5%
                                            ===============       ===============      ===============

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


     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, 1998,  organization  costs of $12,500 and syndication
costs of  $988,761  had been  incurred  by the  Partnership  with the  following
distribution:

                               
                            
                                                Syndication      Organization
                                                      Costs             Costs              Total
                                           -----------------     -------------    ---------------
                                                                                    
Costs incurred                                     $988,761           $12,500         $1,001,261
Early withdrawal penalties applied                 (17,790)                 0           (17,790)
Allocated and amortized to date                   (613,522)          (12,500)          (626,022)
                                           -----------------     -------------    ---------------

December 31, 1998 balance                          $357,449                 0           $357,449
                                           =================     =============    ===============
    


     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, 1998,  syndication costs  attributable to the subsequent
offering  ($30,000,000)  totalled $418,896,  (3.93% of contributions),  with the
costs  of the  offering  document  being  greater  at the  initial  stages.  The
syndication  costs payable by the  Partnership are estimated to be $1,200,000 if
the  maximum is sold (4% of  $30,000,000).  The  General  Partners  will pay any
syndication expenses (excluding selling commissions) in excess of ten percent of
the gross proceeds or $1,200,000.
    

   
                         REDWOOD MORTGAGE INVESTORS VIII
                       (A California Limited Partnership)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1998
    

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, 1998,  1997, and 1996,  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  59.50%.  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, 1998,  there was one such
piece of property  with costs  totaling  $77,396  less a reduction of $11,396 to
arrive at the net fair value of $66,000.
    


   
                         REDWOOD MORTGAGE INVESTORS VIII
                       (A California Limited Partnership)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1998
    

     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, 1998, and 1997 was as follows:


                                                            December 31,
                                                       -------------------------
                                                       1998            1997
                                                 ---------------    ------------
Impaired mortgage investments                            $0                   $0
Unspecified mortgage investments                    370,073              213,500
Amounts receivable, unsecured                        44,000               44,000
                                                 ---------------    ------------
                                                   $414,073             $257,500
                                                 ===============    ============

    

   
                         REDWOOD MORTGAGE INVESTORS VIII
                       (A California Limited Partnership)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1998
    

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 1998 and 1997,  Mortgage  Investment  brokerage
commissions paid by the borrowers were $604,836 and $837,399, respecively.

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 $295,052, $189,692, and $155,912
were incurred for years 1998, 1997, and 1996 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 $31,651, $24,966, and $17,053 were
incurred for years 1998, 1997, and 1996, respectively.
    

   
                         REDWOOD MORTGAGE INVESTORS VIII
                       (A California Limited Partnership)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1998
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  Corp.) 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, 1998 a General Partner,  GYMNO Corporation,
had  contributed  $25,588,  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,  1998,  1997,  and 1996,  interest
totalling $4,454,  $9,562 and $2,618  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, 1998
    

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, 2000, of
up to $8,000,000 at .5% over prime secured by its Mortgage Investment portfolio.
The note payable  balances were  $5,947,000  and $5,640,000 at December 31, 1998
and 1997,  respectively,  and the interest  rate was 8.25% at December 31, 1998,
(7.75% prime plus .50%).
    


   
                         REDWOOD MORTGAGE INVESTORS VIII
                       (A California Limited Partnership)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1998
    

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,
                                               ---------------------------------
                                                          1998              1997
                                               ---------------   ---------------
Net Assets - Partners Capital per  
financial statements                               $27,047,654       $20,931,153
Unamortized syndication costs                          357,449           436,358
Allowance for doubtful accounts                        414,073           257,500
Formation loans receivable                           1,640,904         1,386,693
                                               ---------------   ---------------
Net assets tax basis                               $29,460,080       $23,011,704


     In 1998 and 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.
    

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
$31,905,958.  The fair value of these  investments  of  $32,231,632 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, 1998

NOTE 10- ASSET CONCENTRATIONS AND CHARACTERISTICS

     The  Mortgage  Investments  are  secured  by  recorded  deeds of trust.  At
December  31,  1998,  there were 55 Mortgage  Investments  outstanding  with the
following characteristics:
                                                                       
Number of Mortgage Investments outstanding                                    55
Total Mortgage Investments outstanding                               $31,905,958

Average Mortgage Investment outstanding                                 $580,108
Average Mortgage Investment as percent of total                            1.82%
Average Mortgage Investment as percent of Partners Capital                 2.14%

Largest Mortgage Investment outstanding                                2,600,000
Largest Mortgage Investment as percent of total                            8.15%
Largest Mortgage Investment as percent of Partners Capital                 9.61%

Number of counties where security is located (all California)                 11
Largest percentage of Mortgage Investments in one county                  32.65%
Average Mortgage Investment to appraised value of security
at time loan was consummated                                              59.50%

Number of Mortgage Investments in foreclosure status                           0
Amount of Mortgage Investments in foreclosure                                  0

The following categories of mortgage investments are pertinent
at December 31, 1998 and 1997:
                                                      December 31,
                                             -----------------------------------
                                                      1998                1997
                                             ----------------    ---------------
First Trust Deeds                                 $22,349,185        $17,103,865
Second Trust Deeds                                  8,469,460          8,163,624
Third Trust Deeds                                   1,087,313             37,500
                                             ----------------    ---------------
  Total mortgage investments                       31,905,958         25,304,989
Prior liens due other lenders                      26,411,096         24,224,566
  Total debt                                      $58,317,054        $49,529,555
                                             ================    ===============
Appraised property value at time of loan          $98,011,150        $88,714,541
                                             ================    ===============
Total investments as a percent of appraisals           59.50%             55.83%
                                             ================    ===============
Investments by Type of Property

Owner occupied homes                               $6,450,199         $2,445,423
Non-Owner occupied homes                            8,789,445          5,318,722
Apartments                                          3,256,602          5,982,649
Commercial                                         13,409,712         11,558,195
                                               ==============    ===============
                                                  $31,905,958        $25,304,989
                                               ==============    ===============
     The interest rates on the mortgage  investments  range from 8.00% to 14.00%
at December 31, 1998.
    

   
                         REDWOOD MORTGAGE INVESTORS VIII
                       (A California Limited Partnership)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1998


     Scheduled  maturity  dates of mortgage  investments as of December 31, 1998
are as follows:

                        Year Ending
                        December 31,
                     -------------------
                            1999                                     $11,815,481
                            2000                                       9,576,318
                            2001                                       5,540,542
                            2002                                       1,515,906
                            2003                                       1,336,291
                         Thereafter                                    2,121,420
                                                                     $31,905,958
                                                          ======================


     The  scheduled  maturities  for  1999  include  approximately  $265,376  in
Mortgage  Investments  which are past  maturity at December 31,  1998.  Interest
payment on only one of these loans was delinquent.

     The cash  balance at December  31,  1998 of  $528,688  was in one bank with
interest  bearing  balances  totalling  $492,951.  The  balances  exceeded  FDIC
insurance  limits (up to $100,000 per bank) by  $428,688.  This bank is the same
financial  institution  that has provided the  Partnership  with the  $8,000,000
limit line of credit.  At December 31, 1998, draw down against this facility was
$5,947,000.  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

   
                                 (925) 284-3590
                               FAX (925) 284-3593
    


                          INDEPENDENT AUDITORS REPORT


BOARD OF DIRECTORS
GYMNO CORPORATION

   
     We have audited the accompanying  balance sheets of GYMNO Corporation as of
December  31,  1998,  and 1997,  and the related  statements  of income  (loss),
stockholders equity and cash flows for the two years ended December 31, 1998 and
1997 .  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, 1998,  and 1997,  and the results of its  operations and cash flows
for the periods then ended in  conformity  with  generally  accepted  accounting
principles.
    


                              /S/ Parodi & Cropper
                                PARODI & CROPPER



   
Lafayette, California
March 11, 1999
    

   
                                GYMNO CORPORATION
                                 BALANCE SHEETS
                           DECEMBER 31, 1998 AND 1997



                                     ASSETS



                                                          1998              1997
                                               ---------------    --------------
Cash and equivalents                                      $427            $1,338
Deferred income tax benefits                               143               136
                                               ---------------    --------------
          Total current assets                             570             1,474
                                               ---------------    --------------
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                     12,248            12,448
     Redwood Mortgage Investors VIII                    25,589            20,488
                                               ---------------    --------------
                                                        60,110            55,209
                                               ---------------    --------------
                                                       $60,680           $56,683
                                               ===============    ==============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities:
     Accounts payable - Stockholders                      $436              $436
     Accrued income taxes                                  232               382
     Loan from Redwood Mortgage at 8% interest           8,598             9,138
                                               ---------------    --------------
          Total current liabilities                      9,266             9,956
                                               ---------------    --------------
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                                  38,914            34,227
                                                ---------------    -------------
         Total stockholders' equity                     51,414            46,727
                                                ---------------    -------------
                                                       $60,680           $56,683
                                                ===============    =============



    

See accompanying notes to financial statements.


   
                                GYMNO CORPORATION
                              STATEMENTS OF INCOME
                     YEARS ENDED DECEMBER 31, 1998 AND 1997




                                                  YEAR ENDED        YEAR ENDED
                                                 DECEMBER 31,       DECEMBER 31,
                                                     1998               1997
                                              ---------------     --------------
REVENUE
     Partnership earnings-as General Partner        $14,458              $13,009
     Reconveyance fees                                4,391                5,175
     Other partnership earnings                          24                   34
                                              ----------------     -------------
                                                                                
                                                     18,873               18,218
                                              ----------------     -------------
                                                                                
EXPENSES
     Management services - Stockholders               6,443                5,818
     Professional Services                            3,750                3,569
     Interest expense                                   656                  608
     Recording Fees                                     867                    0
     Other                                               37                  278
                                              ----------------     -------------
                                                     11,753               10,273


Income before provision for income taxes              7,120                7,945
                                              ----------------     -------------

Provision for income taxes:
     California                                         953                  863
     Federal                                          1,480                1,328
                                              ----------------     -------------
                                                      2,433                2,191
                                              ----------------     -------------

Net income (loss)                                    $4,687               $5,754
                                              ================     =============
Per share (500 shares)                                $9.37               $11.51
                                              ================     =============

    

See accompanying notes to financial statements.




   

                                                           GYMNO CORPORATION
                                                  STATEMENTS OF STOCKHOLDERS EQUITY
                                                 YEAR ENDED DECEMBER 31, 1998 AND 1997

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

Net income (loss) for the yeat ended
  December 31, 1998                                0             0              0           4,687          4,687
                                            ---------     ---------      ---------      ----------     ----------

Balances - December 31, 1998                    500#        $5,000         $7,500         $38,914        $51,414
                                            =========     =========      =========      ==========     ==========


    



See accompanying notes to financial statements.



   
                                GYMNO CORPORATION
                            STATEMENTS OF CASH FLOWS
                      YEAR ENDED DECEMBER 31, 1998 AND 1997



                                                        YEAR ENDED    YEAR ENDED
                                                           1998          1997
                                                        ----------    ----------
Cash flows from operating activities:
     Net income (Loss)                                      $4,687        $5,754
     Adjustments to reconcile net income to net cash
        provided by operating activities:
          (Increase) decrease in recoverable income taxes      (7)          (16)
          Increase (decrease) in accounts payable and                           
            accrued liabilities                              (150)       (2,639)
                                                        -----------    ---------
                                                            4,530         3,099
                                                        -----------    ---------

Cash flows from investing activities:
    (increase) decrease in:
          Cash invested in partnerships                    (4,901)       (5,047)
                                                        -----------    ---------
Cash flows for financing activities:
     Increase (decrease) in:
          Loan from Redwood Mortgage                         (540)         1,620
                                                        -----------    ---------

Net increase (decrease) in cash equivalents                  (911)         (328)

Cash equivalents at beginning of year                        1,338         1,666
                                                        -----------    ---------
Cash equivalents at end of year
         (consisting of cash in bank)                         $427        $1,338
                                                        ===========    =========



    
See accompanying notes to financial statements.


   
                                GYMNO CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                            DECEMBER 31, 1998AND 1997
    

     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.
   
    


   
                                GYMNO CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                            DECEMBER 31,1998 and 1997



     NOTE 3 - INCOME  TAXES The  following  reflects  the  income  taxes for the
periods ending December 31, 1997 and 1998:


                                               YEAR ENDED          YEAR ENDED
                                           DECEMBER 31, 1997   DECEMBER 31, 1998

                                          CALIF       FED       CALIF      FED
                                         --------   --------   -------  --------


Income before provision for income
    taxes                                $7,945      7,945     $7,120     $7,120
Nondeductible expenses                        6          6          0          0
State Tax deduction:
         Prior fiscal year tax                0      (800)          0      (863)
    Taxable income differential-
    partnerships                          1,811      1,811      3,655      3,655
                                        --------    -------    -------  --------
Taxable income                            9,762      8,962     10,775      9,912
                                        --------    -------    -------  --------
Tax rate (California $800 minimum)        8.84%        15%      8.84%        15%
                                        --------    -------    -------  --------

Income tax thereon                         $863     $1,344       $953     $1,487

Change in deferred income tax benefit         0       (16)          0        (7)
                                        --------    -------    --------  -------

Income Tax expense                         $863     $1,328       $953     $1,480
                                        ========    =======    ========  =======

Above tax liability                         863      1,344        953      1,487

Estimated tax payments                      800      1,025        864      1,344
                                        --------    -------    --------  -------

Income tax liability                        $63       $319        $89       $143
                                        ========    =======    ========  =======
Total liability                            $382                  $232
                                        =========              ========         


     California  income taxes were determined at the greater of 8.84% 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 1998 taxes are  deductible  in 1999).  At December  31, 1998 there
were  deferred  income tax  benefits  of $143  relating  to the $933  California
Franchise Tax deductible in the following year.