COVE APARTMENTS, L.C.
                       (HUD Project Number 114-11122-REF)

              FINANCIAL STATEMENTS AND SUPPLEMENTAL SUPPORTING DATA


                      FOR THE YEAR ENDED DECEMBER 31, 1997







                              COVE APARTMENTS, L.C.

                       (HUD Project Number 114-11122-REF)

                      FOR THE YEAR ENDED DECEMBER 31, 1997




                                                        Page
                                                        ----
Independent Auditors' Report                            1

Financial Statements:

    Balance Sheet                                       2   -  3

    Statement of Profit and Loss                        4   -  5

    Statement of Changes in Members' Equity             6

    Statement of Cash Flows                             7

    Notes to Financial Statements                       8   -  10

Supplemental Supporting Data Required by HUD            11  -  20





[Letterhead]

                    Hidalgo, Banfill, Zlotnik & Kermali, P.C.
                          CERTIFIED PUBLIC ACCOUNTANTS
                          (Originally Founded in 1949)


                          INDEPENDENT AUDITORS' REPORT



The Members
Cove Apartments, L.C.

We have audited the accompanying balance sheet of Cove Apartments, L.C. (a Texas
limited liability company) (the "Company"), U.S. Department of Housing and Urban
Development ("HUD") Project Number 114-11122-REF, as of December 31, 1997 and
the related statements of profit and loss, changes in members' equity and cash
flows for the year ended December 31, 1997. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Cove Apartments, L.C. as of
December 31, 1997 and the results of its operations, changes in members' equity
and cash flows for the year then ended in conformity with generally accepted
accounting principles.

In accordance with Government Auditing Standards and the Consolidated Audit
Guide for Audits of HUD Programs issued by the U.S. Department of Housing and
Urban Development, we have also issued a report dated February 8, 1998, on our
consideration of the Company's internal controls, and reports dated February 8,
1998, on its compliance with specific requirements applicable to major HUD
programs and specific requirements applicable to Fair Housing and
Non-Discrimination.

Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplementary
information shown on pages 11-20 are presented for purposes of additional
analysis and is not a required part of the basic financial statements of the
Company. Such information has been subjected to the auditing procedures applied
in the audit of the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.



                                /s/ Hidalgo, Banfill, Zlotnik & Kermali, P.C.

                                       Certified Public Accountants

February 8, 1998





      3555 TIMMONS LANE, SUITE 460 - HOUSTON, TEXAS 77027 - (713) 963-8008


                              COVE APARTMENTS, L.C.

                       (HUD Project Number 114-11122-REF)

                                  BALANCE SHEET

                                DECEMBER 31, 1997


                                     ASSETS

CURRENT ASSETS:
     1110  Petty Cash                                           $      300
     1120  TCB depository account                                   49,774
     1130  Tenant accounts receivable                                  752
     1140  Accounts receivable - other                                 607
     1240  Prepaid insurance                                        41,276
     1250  Mortgage insurance                                       32,945
                                                                 ---------

                Total current assets                               125,654

Deposits Held in Trust - Funded:
     1191  Tenant security deposits:                                55,348
                                                                 ---------

Restricted Deposits and Funded Reserves:
     1310  Mortgage escrow deposits:
             MIP escrow                                                  -
             FHA repair escrow                                           -
             Property tax escrow                                   235,982
             Insurance escrow                                       37,732
     1320  Reserve for replacements                                 162,957
                                                                 ---------

                Total restricted deposits and funded reserves      436,671
                                                                 ---------

Property,  Furniture and Equipment
     1410  Land                                                  1,354,280
     1420  Buildings                                             5,266,271
     1450  Furniture and equipment                                 400,230
                                                                 ---------
                                                                 7,020,781
             Less accumulated depreciation                        (767,961)

                Total property, furniture and equipment          6,252,820

Other Assets:
     1800 Financing and organization costs net of
               accumulated amortization of $43,883                 331,010
                                                                 ---------

               Total Assets                                     $7,201,503
                                                                 =========


See accompanying notes to financial statements.

                                        2





                              COVE APARTMENTS, L.C.

                       (HUD Project Number 114-11122-REF)

                                  BALANCE SHEET

                                DECEMBER 31, 1997


                         LIABILITIES AND MEMBERS' EQUITY


Current Liabilities:
     2110  Accounts payable                                        $    8,024
     2120  Accrued wages and payroll taxes payable                      3,829
     2130  Mortgage interest payable                                        -
     2150  Accrued property taxes                                     223,294
     2210  Prepaid rents                                                9,738
     2320  Current portion of mortgage loan payable - Note 2           54,720
                                                                    ---------

                Total current liabilities                             299,605

Deposits Liabilities:
     2191  Tenant security deposits:                                   55,599

Long-Term Liabilities:
     2310  Mortgage loan payable, net of current portion - Note 2   6,563,623
                                                                    ---------

                Total Liabilities                                   6,918,827

Members' Equity                                                       282,676

                Total Liabilities and Members' Equity              $7,201,503
                                                                    =========


See accompanying notes to financial statements.

                                        3



                              COVE APARTMENTS, L.C.

                       (HUD Project Number 114-11122-REF)

                     STATEMENT OF CHANGES IN MEMBERS' EQUITY

                      FOR THE YEAR ENDED DECEMBER 31, 1997



Balance, December 31, 1996                             $225,560

Contributions                                                 -

Distributions                                           (22,224)

Net Profit for the year                                  79,340
                                                       --------
Balance, December 31, 1997                             $282,676
                                                       ========










See accompanying notes to financial statements.

                                        4








                              COVE APARTMENTS, L.C.

                       (HUD Project Number 114-11122-REF)

                             STATEMENT OF CASH FLOWS

                      FOR THE YEAR ENDED DECEMBER 31, 1997



Cash Flows from Operating Activities:
     Net Income (Loss)                                           $  79,340
     Adjustments to reconcile net income (loss) to net
        cash provided by operating activities:
           Depreciation and amortization                           215,304
           (Increase) decrease in:
               Accounts receivable - tenants                          (645)
               Mortgage insurance                                   (2,503)
               Prepaid insurance                                    (4,868)
               Escrow accounts                                    (104,709)
               Security deposits                                    (1,819)
               Accounts receivable - other                            (607)
               Deposits                                                200
           Increase (decrease) in:
               Accounts payable and accrued liabilities            (51,742)
               Accrued interest payable                            (42,402)
               Accrued taxes payable                                (5,188)
               Deposit liabilities                                  12,445
               Prepaid rents                                         4,631
                                                                 ---------

                                                                    97,437
                                                                 ---------
Cash Flows from Investing Activities:
     Property improvements                                        (138,421)
                                                                 ---------
Cash Flows from Financing Activities:
     Mortgage principal payments                                   (54,770)
     Distributions                                                 (22,224)
                                                                 ---------
                                                                   (76,994)
                                                                 ---------
Net Decrease in Cash                                              (117,978)

Cash, Beginning of Year                                            168,052
                                                                 ---------
Cash, End of Year                                                $  50,074
                                                                 =========



Supplemental Disclosures of Cash Flow Information:

Interest paid during the year                                    $ 549,170
                                                                 =========

See accompanying notes to financial statements.

                                        5





                              COVE APARTMENTS, L.C.

                       (HUD Project Number 114-11122-REF)

                          NOTES TO FINANCIAL STATEMENTS

                      FOR THE YEAR ENDED DECEMBER 31, 1997

Note 1      Organization and Summary of Significant Accounting Policies

            Organization

            Cove Apartments, L.C. (the "Company") was organized as a limited
            liability company on June 25, 1992, under the laws of the State of
            Texas, for the purpose of acquiring and operating a housing project
            or projects with the assistance of mortgage insurance under the
            National Housing Act, Section 223F. Such projects are regulated by
            the Department of Housing and Urban Development ("HUD"). The
            Regulatory Agreement limits distributions of net operating income to
            "surplus cash" available for distribution at the end of a semiannual
            or annual fiscal period. The Company will terminate June 24, 2032,
            according to the terms of the Articles of Organization.

            On December 16, 1993, the members of Cove Apartments, L.C.
            contributed a 308 unit multifamily project located at 2000 Bay Area
            Blvd. in Houston, Texas, known as the Cove Apartments (the
            "Project") and certain other assets to the Company. Concurrently,
            the Company obtained a mortgage loan in the amount of $6,800,000,
            collateralized by the Project and other assets. The Project was
            recorded by the Company at the members' net carrying basis of
            $6,127,303 which represents cost less accumulated depreciation. The
            proceeds of the mortgage loan were used to repay the members'
            existing debt on the Project, fund escrow balances and pay closing
            costs, all of which were funded at closing and did not flow through
            the cash accounts of the Company. The aggregate amount of the assets
            contributed, including the Project and other assets and escrow
            balances, in excess of the mortgage loan totaled $378,206 and was
            recorded as a capital contribution.

            Revenue Recognition

            The Company recognizes real estate rental revenue in accordance with
            the terms of the respective leases.

            Property, Furniture and Equipment

            Property, furniture and equipment are carried at cost and are
            depreciated using the straight line method over the estimated useful
            lives of 5 to 10 years for furniture and equipment and 20 to 40
            years for building and building improvements.



                                        6





                              COVE APARTMENTS, L.C.

                       (HUD Project Number 114-11122-REF)

                          NOTES TO FINANCIAL STATEMENTS

                      FOR THE YEAR ENDED DECEMBER 31, 1997



Note 1      Organization and Summary of Significant Accounting Policies
            (Continued)

            Financing Costs

            Financing costs consist principally of fees incurred in conjunction
            with obtaining the permanent mortgage loan and are being amortized
            over the 35 year term of the mortgage loan using the straight-line
            method.

            Income Taxes

            No provision for Federal income taxes is made in the accounts of the
            Company since taxes on its operations are the obligations of
            individual members.

            Estimates

            The preparation of financial statements in conformity with generally
            accepted accounting principles requires management to make estimates
            and assumptions that affect the reported amounts of assets and
            liabilities and disclosure of contingent assets and liabilities at
            the date of the financial statements and the reported amounts of
            revenues and expenses during the reporting period. Actual results
            could differ from those estimates.

Note 2      Mortgage Loan Payable

            The mortgage loan payable to TRI Capital Corporation bears interest
            at 7.625% and is due in monthly installments of $46,457, including
            interest, through January 1, 2029. The Company's property and
            equipment and the various funded reserves collateralize the mortgage
            loan.

            Annual principal payments for years subsequent to December 31, 1997
            are as follows:

            Years Ending December 31,                          Amount
            -------------------------                          ------

                   1998                                     $   54,720
                   1999                                         59,042
                   2000                                         63,705
                   2001                                         68,735
                   2002                                         74,164
                Thereafter                                   6,297,977
                                                            ----------
                                                            $6,618,343
                                                            ==========

                                        7





                              COVE APARTMENTS, L.C.

                       (HUD Project Number 114-11122-REF)

                          NOTES TO FINANCIAL STATEMENTS

                      FOR THE YEAR ENDED DECEMBER 31, 1997



Note 3      Real Estate Leases

            At December 31, 1997 approximately 93.5% of the Project's 308 units
            were committed under either month-to-month leases or non-cancelable
            operating leases with terms varying from six to twelve months.
            Future minimum real estate rental income under the non-cancelable
            operating leases existing at December 31, 1997, expected during the
            year ending December 31, 1998 is approximately $557,770.

Note 4      Related Party Transactions

            Operations of the Project are managed by Bradley Apartment Homes
            ("BAH"), which is affiliated with the members of the Company.
            Management fees paid to BAH are based on four percent of rents
            collected. Such fees aggregated $70,100 for the year ended December
            31, 1997.

            Consulting services related to contracting for repair/replacement
            expenditures on the project were provided during the year by Allied
            Construction Services, which is also affiliated with the members of
            the Company. Consulting fees paid to Allied Construction during the
            year ended December 31, 1997 aggregated $122,930 and were calculated
            on a percentage of the repair/replacement cost basis.


                                       8









                  SUPPLEMENTAL SUPPORTING DATA REQUIRED BY HUD







                              COVE APARTMENTS, L.C.

                       (HUD Project Number 114-11122-REF)

                  Supplemental Supporting Data Required by HUD

                                December 31, 1997

Accounts Receivable (other than from regular tenants):

None

Delinquent Tenant Accounts Receivable:

                                                            1997
                                                   -----------------------
                                                   Number of       Amount
                                                    Tenants       Past Due
                                                    -------       --------

                Delinquent 30 days                    8             $752
                Delinquent 31 to 60 days              0                0
                Delinquent 61 to 90 days              0                0
                Delinquent over 90 days               0                0
                                                     ---             ---
                                                      8             $752
                                                     ===             ===

Mortgage Escrow Deposits:

      Estimated amount required as of December 31, 1997 for future payment of:

                                                            1997
                                                            ----

               Property insurance, 8 months               $ 23,207
               Mortgage insurance, 11 months                33,210
               Real estate taxes, 12 months                223,294
                                                           -------

                   Total                                   279,711

               Amount confirmed by mortgagee               306,658
                                                           -------
               Amount on deposit in excess
                 of estimated requirements                $ 26,947
                                                           =======




                                       9





                              COVE APARTMENTS, L.C.

                       (HUD Project Number 114-11122-REF)

                  Supplemental Supporting Data Required by HUD

                      For the Year Ended December 31, 1997


Reserve for Replacements:

      In accordance with the provisions of the Regulatory Agreement, restricted
      cash is held by the TRI Capital Corporation to be used for replacement of
      property with the approval of HUD as follows:

      Balance, beginning of period                  $117,835
      Deposits made during period                     45,122
      Withdrawals made during period                       -
                                                    --------
      Balance, end of period                        $162,957
                                                    ========


Accounts Payable (other than to trade creditors):

      None

Compensation of Partners:

      None from Project funds

Changes in Fixed Assets:
                                                       Furniture &
                              Land       Buildings      Equipment      Total
                              ----       ---------      ---------      -----
      Cost:
      December 31, 1996    $1,354,280   $5,175,670     $352,410     $6,882,360
         Additions                  -       90,601       47,820        138,421
         Dispositions               -            -            -              -
                            ---------    ---------      -------      ---------
      December 31, 1997    $1,354,280   $5,266,271     $400,230     $7,020,781
                            =========    =========      =======      =========

      Accumulated Depreciation:
      December 31, 1996                 $  435,773     $127,600     $  563,373
         Additions                         151,079       53,509        204,588
         Dispositions                            -            -              -
                                         ---------      -------      ---------
      December 31, 1997                 $  586,852     $181,109     $  767,961
                                         =========      =======      =========


                                       10





                              COVE APARTMENTS, L.C.

                       (HUD Project Number 114-11122-REF)

                  Supplemental Supporting Data Required by HUD

                      For the Year Ended December 31, 1997


Accrued Taxes:


     Description of   Basis for        Period                           Amount
          Tax         Accrual          Covered           Date Due       Accrued
     --------------   ----------       ---------         --------       -------

     Houston ISD         Tax       January 1, 1997
                      Statement        through         January 31,
                                   December 31, 1997      1998          $129,080


 City of Houston and     Tax        January 1, 1997
     Harris County    Statement        through         January 31,
                                   December 31, 1997      1998            94,215
                                                                        --------

                                                            Total       $223,295
                                                                        ========

Tenant Security Deposits:

Tenant security deposits are held in account #25526-00219 at Bank of America
Texas N.A., Houston, Texas. This federally insured account, in the name of the
Project, had a balance of $55,348 at December 31, 1997, including earned
interest that does not inure to the tenants.

Schedule of Unauthorized Distributions of Project Income:

   None

Changes in Ownership Interests:

No ownership changes occurred during the period covered by the financial
statements.

Distributions paid to the members:


Date Declared and Paid      Period Covered            Amount Declared and Paid
- - ----------------------      --------------            ------------------------

February 1997               2nd half 1996                     $22,224
                                                              =======


                                       11





                              COVE APARTMENTS, L.C.

                       (HUD Project Number 114-11122-REF)

                  Supplemental Supporting Data Required by HUD

                      For the Year Ended December 31, 1997


Statement of Receipts and Disbursements:

Source of Funds:

    Revenues:
    Rental income, net                                   $1,679,282
    Financial                                                 6,329
    Other income                                             75,768
                                                          ---------
                                                          1,761,379
                                                          ---------

    Expenses:
       Administrative                                       205,134
       Management fees                                       70,100
       Utilities                                             84,546
       Operating                                             21,695
       Maintenance                                          124,553
       Maintenance payroll                                   92,023
       Real estate taxes                                    227,046
       Other taxes                                           19,759
       Insurance                                             65,155
       Workmen's' compensation                               16,746
       Mortgage insurance                                    33,210
       Mortgage interest                                    506,768
                                                          ---------
                                                          1,466,735
                                                          ---------
Cash provided by operations before principal
    payments and changes in assets and liabilities          294,644

Principal payments                                           54,770
                                                          ---------
Cash provided by operations before changes
    in assets and liabilities                               239,874
                                                          ---------



                                       12





                              COVE APARTMENTS, L.C.

                       (HUD Project Number 114-11122-REF)

                  Supplemental Supporting Data Required by HUD

                      For the Year Ended December 31, 1997


Statement of Receipts and Disbursements (Continued)

Application of Funds:
    (Increase) decrease in:
       Accounts receivable - tenants                         (645)
       Accounts receivable - other                           (607)
       Deposits                                               200
       Prepaid insurance                                   (4,868)
       Security deposits                                   (1,819)
       Escrow accounts                                   (104,709)
       Mortgage insurance                                  (2,503)
    Increase (decrease) in:
       Accounts payable and accrued liabilities           (51,742)
       Accrued interest payable                           (42,402)
       Accrued taxes payable                               (5,188)
       Deposit and prepayment liabilities                  17,076

    Additions to Property                                (138,421)

    Surplus Cash Distributions                            (22,224)
                                                         --------
                                                         (357,852)
                                                         --------
    Increase (decrease) in cash                          (117,978)

    Unrestricted cash, beginning period                   168,052
                                                         --------
    Unrestricted cash, end of period                    $  50,074
                                                         ========


                                       13





                              COVE APARTMENTS, L.C.

                       (HUD Project Number 114-11122-REF)

                  Supplemental Supporting Data Required by HUD

                                December 31, 1997



Schedule of Funds in Financial Institutions as of December 31, 1997:


Funds Held by Mortgagor, Regular Operating Account:

       Texas Commerce Bank, (checking)(1)                            $135,738

Funds Held by Mortgagor in Trust, Tenant Security Deposits:

       Bank of America(2)                                              55,348


Funds Held by Mortgagee, (in Trust):

       Reserve for Replacements(3)

           Sanwa Bank, (checking) 3.5%              $162,957

       Mortgage Insurance Escrow(3), Sanwa Bank       32,945

       Property Tax Escrow(3), Sanwa Bank            235,982

       Property Insurance Escrow(3), Sanwa Bank       37,732
                                                    --------

Funds Held by Mortgagee                                               469,616
                                                                      -------

    Total Funds in Financial Institutions                            $660,702
                                                                      =======

    (1) Balances Confirmed by Texas Commerce Bank

    (2) Balances Confirmed by Bank of America

    (3) Balances Confirmed by TRI



                                       14





                              COVE APARTMENTS, L.C.

                       (HUD Project Number 114-11122-REF)

                  Supplemental Supporting Data Required by HUD

                      For the Year Ended December 31, 1997


            Listing of Identity of Interest Companies and Activities
                         Doing Business with Owner/Agent
                     during the year ended December 31, 1997


      Company Name              Type of Service          Amount Received
      ------------              ---------------          ---------------

Bradley Apartment Homes        Property Management          $ 70,100

Allied Construction Service    Consulting Services          $122,930






                                       15



                              COVE APARTMENTS, L.C.

                       (HUD Project Number 114-11122-REF)

                  Supplemental Supporting Data Required by HUD

                      For the Year Ended December 31, 1997


                            Certification of Members


DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT

We hereby certify that we have examined the foregoing financial statements of
Cove Apartments, L.C. Project Number 114-11122-REF, and, to the best of our
knowledge and belief, the same is complete and accurate.


/s/ Tim Meyers                          /s/ Al Bradley, Jr.
- - --------------------------------        ------------------------------------
Tim Myers                                Al Bradley, Jr.
President                                Vice-President



- - --------------------------------        ------------------------------------
Date                                     Date



Limited Liability Company
Identification Number 76-0372786




                                       16





                              COVE APARTMENTS, L.C.

                       (HUD Project Number 114-11122-REF)

                  Supplemental Supporting Data Required by HUD

                      For the Year Ended December 31, 1997


                        Management Agent's Certification


DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT


We hereby certify that we have examined the foregoing financial statements of
Cove Apartments, L.C. Project Number 114-11122-REF, and, to the best of our
knowledge and belief, the same is complete and accurate.


/s/ Gene R. Blevins                     /s/ Al Bradley, Jr.
- - --------------------------------        ------------------------------------
Gene R. Blevins                          Al Bradley, Jr.
President                                Chairman
Allied Development Corporation           Allied Development Corporation
dba, Bradley Apartment Homes             dba, Bradley Apartment Homes


- - --------------------------------        ------------------------------------
Date                                     Date



Allied Development Corporation
Identification Number 76-0156150




                                       17





[Letterhead]


                    Hidalgo, Banfill, Zlotnik & Kermali, P.C.
                          CERTIFIED PUBLIC ACCOUNTANTS
                          (Originally Founded in 1949)



February 8, 1998



To the Department of Housing
and Urban Development


Attached is the financial report of Cove Apartments, L.C. (HUD Project No.
114-11122-REF) for the year ended December 31, 1997.



/s/ Hidalgo, Banfill, Zlotnik & Kermali, P.C.

Certified Public Accountants


Houston, Texas

Employer Identification No.:                 74-1716599

Engagement Partner:                          Mr. Naushad Kermali
                                             3555 Timmons Lane, #460
                                             Houston, TX 77027
                                             (713) 963-8008






      3555 TIMMONS LANE, SUITE 460 - HOUSTON, TEXAS 77027 - (713) 963-8008



[Letterhead]


                    Hidalgo, Banfill, Zlotnik & Kermali, P.C.
                          CERTIFIED PUBLIC ACCOUNTANTS
                          (Originally Founded in 1949)


              INDEPENDENT AUDITORS' REPORT ON THE INTERNAL CONTROLS
                       (COMBINED REPORT APPLICABLE TO THE
                 FINANCIAL STATEMENTS AND HUD-ASSISTED PROGRAMS)


To Members
Cove Apartments, L.C.


We have audited the financial statements of U.S. Department of Housing and Urban
Development ("HUD") Project No. 114-11122-REF Cove Apartments, L.C. (the
"Company"), for the year ended December 31, 1997 and have issued our report
thereon dated February 8, 1998. We have also audited the Company's compliance
with requirements applicable to major HUD-assisted programs and have issued our
report thereon dated February 8, 1998.

We conducted our audits in accordance with generally accepted auditing standards
and Government Auditing Standards, issued by the Comptroller General of the
United States and the Consolidated Audit Guide for Audits of HUD Programs (the
"Guide"), issued by the U.S. Department of Housing and Urban Development, Office
of the Inspector General. Those standards and the Guide require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatements and about whether the Company
complied with laws and regulations, noncompliance with which would be material
to a major HUD-assisted program.

The management of Cove Apartments, L.C. is responsible for establishing and
maintaining internal controls. In fulfilling this responsibility, estimates and
judgments by management are required to assess the expected benefits and related
costs of internal controls. The objectives of internal controls are to provide
management with reasonable, but not absolute, assurance that assets are
safeguarded against loss from unauthorized use or disposition, that transactions
are executed in accordance with management's authorization and recorded properly
to permit the preparation of financial statements in accordance with generally
accepted accounting principles, and that HUD-assisted programs are managed in
compliance with applicable laws and regulations. Because of inherent limitations
in any internal control structure, errors, irregularities, or instances of
noncompliance may nevertheless occur and not be detected. Also, projection of
any evaluation of internal controls to future periods is subject to the risk
that procedures may become inadequate because of changes in conditions or that
the effectiveness of the design and operation of policies and procedures may
deteriorate.




      3555 TIMMONS LANE, SUITE 460 - HOUSTON, TEXAS 77027 - (713) 963-8008




In planning and performing our audits, we obtained an understanding of the
design of relevant internal controls and determined whether they have been
placed in operation, and we assessed control risk in order to determine our
auditing procedures for the purpose of expressing our opinions on the Company's
financial statements and on its compliance with specific requirements applicable
to its major HUD-assisted programs and to report on internal controls in
accordance with the provisions of the Guide and not to provide any assurance on
internal controls.

We performed tests of controls, as required by the Guide, to evaluate the
effectiveness of the design and operation of internal controls that we
considered relevant to preventing or detecting material noncompliance with
specific requirements applicable to the Company's major HUD-assisted programs.
Our procedures were less in scope than would be necessary to render an opinion
on internal control policies and procedures. Accordingly, we do not express such
an opinion.

Our consideration of the internal controls would not necessarily disclose all
matters in internal controls that might be material weaknesses under standards
established by the American Institute of Certified Public Accountants. A
material weakness is a condition in which the design or operation of one or more
of the internal control components does not reduce to a relatively low level
risk that errors or irregularities in the amounts that would be material in
relation to the financial statements being audited or that noncompliance with
laws and regulations that would be material to a HUD-assisted program may occur
and not be detected within a timely period by employees in the normal course of
performing their assigned functions. We noted no matters involving internal
controls and their operations that we consider to be material weaknesses as
defined above.

This report is intended for the information of audit committee, management, and
the U.S. Department of Housing and Urban Development. However, this report is a
matter of public record and its distribution is not limited.



                                   /s/ Hidalgo, Banfill, Zlotnik & Kermali, P.C.

                                       HIDALGO, BANFILL, ZLOTNIK & KERMALI, P.C.



February 8, 1998




      3555 TIMMONS LANE, SUITE 460 - HOUSTON, TEXAS 77027 - (713) 963-8008



[Letterhead]


                    Hidalgo, Banfill, Zlotnik & Kermali, P.C.
                          CERTIFIED PUBLIC ACCOUNTANTS
                          (Originally Founded in 1949)


            INDEPENDENT AUDITORS' REPORT ON COMPLIANCE WITH SPECIFIC
                  REQUIREMENTS APPLICABLE TO MAJOR HUD PROGRAMS


The Members
Cove Apartments, L.C.


We have audited the financial statements of U.S. Department of Housing and Urban
Development ("HUD") Project No. 114-11122-REF, Cove Apartments, L.C. (the
"Company") as of and for the year ended December 31, 1997 and have issued our
report thereon dated February 8, 1998. In addition, we have audited the
Company's compliance with the specific program requirements governing mortgage
status, replacement reserve, security deposits and cash receipts and
disbursements that are applicable to each of its major HUD-assisted programs,
for the year ended December 31, 1997. The management of the Cove Apartments,
L.C. is responsible for compliance with those requirements. Our responsibility
is to express an opinion on compliance with those requirements based on our
audit.

We conducted our audit in accordance with generally accepted auditing standards,
Government Auditing Standards, issued by the Comptroller General of the United
States, and the Consolidated Audit Guide for Audits of HUD Programs (the
"Guide") issued by the US. Department of Housing and Urban Development, Office
of Inspector General. Those standards and the Guide require that we plan and
perform the audit to obtain reasonable assurance about whether material
noncompliance with the requirements referred to above occurred. An audit
includes examining, on a test basis, evidence about the Company's compliance
with those requirements. We believe that our audit provides a reasonable basis
for our opinion.

The results of our audit procedures disclosed no instances of noncompliance with
the requirements referred to above, that are required to be reported herein.

In our opinion, the Cove Apartments, L.C. complied, in all material respects,
with the requirements governing Section 207 pursuant to Section 223(f) of the
National Housing Act that are applicable to each of its HUD-assisted programs
for the year ended December 31, 1997.

This report is intended for the information of management and the U.S.
Department of Housing and Urban Development. However, this report is a matter of
public record and its distribution is not limited.



                                   /s/ Hidalgo, Banfill, Zlotnik & Kermali, P.C.

                                       HIDALGO, BANFILL, ZLOTNIK & KERMALI, P.C.


February 8, 1998



      3555 TIMMONS LANE, SUITE 460 - HOUSTON, TEXAS 77027 - (713) 963-8008



[Letterhead]

                    Hidalgo, Banfill, Zlotnik & Kermali, P.C.
                          CERTIFIED PUBLIC ACCOUNTANTS
                          (Originally Founded in 1949)


            INDEPENDENT AUDITORS' REPORT ON COMPLIANCE WITH SPECIFIC
         REQUIREMENTS APPLICABLE TO FAIR HOUSING AND NON-DISCRIMINATION


To Members
Cove Apartments, L.C.


We have audited the financial statements of U.S. Department of Housing and Urban
Development ("HUD") Project No. 114-11122-REF, Cove Apartments, L.C. (the
"Company") as of and for the year ended December 31, 1997 and have issued our
report thereon dated February 8, 1998.

We have applied procedures to test the Company's compliance with the Fair
Housing and Non-Discrimination requirements applicable to its HUD-assisted
programs for the year ended December 31, 1997.

Our procedures were limited to the applicable compliance requirement described
in the Consolidated Audit Guide for Audits of HUD Programs issued by the U.S.
Department of Housing and Urban Development, Office of Inspector General. Our
procedures were substantially less in scope than an audit, the objective of
which would be the expression of an opinion on the Company's compliance with the
Fair Housing and Non-Discrimination requirements. Accordingly, we do not 
express such an opinion.

The results of our tests disclosed no instances of noncompliance that are
required to be reported herein under the Guide.

This report is intended for the information of management and the U.S.
Department of Housing and Urban Development. However, this report is a matter of
public record and its distribution is not limited.


                                   /s/ Hidalgo, Banfill, Zlotnik & Kermali, P.C.


                                       HIDALGO, BANFILL, ZLOTNIK & KERMALI, P.C.


February 8, 1998



      3555 TIMMONS LANE, SUITE 460 - HOUSTON, TEXAS 77027 - (713) 963-8008