May 20, 2004

TO PARTICIPANTS, AFL-CIO HOUSING INVESTMENT TRUST

Enclosed is the Notice of 2004 Annual Meeting of Participants and
a Proxy Statement describing the election of a Chairman and
Trustees and the ratification of independent public accountants
and other indicated matters that are expected to come up at the
meeting.

Also enclosed is a proxy card for each Participant noting the
number of Units held by that Participant and the exact name in
which those Units are registered. A Participant that does not
wish to send a representative to the meeting should vote its
Units by mail, Internet or facsimile, as described herein, as
soon as possible.

Sincerely,

Stephen Coyle
Chief Executive Officer

PLEASE VOTE WITHIN FIVE DAYS OF RECEIPT

SC/spt
opeiu #2, afl-cio

Enclosures

AFL-CIO HOUSING INVESTMENT TRUST

PROXY

2004 Annual Meeting of Participants

The undersigned hereby appoints Michael M. Arnold and Helen R. Kanovsky
and each of them with power to act without the other and with full power of
substitution, as proxies for and on behalf of the undersigned, to vote all
Units of Participation which the undersigned is entitled to vote at the Annual
Meeting of Participants to be held June 10, 2004 and all adjournments
thereof, with all the powers that the undersigned would possess if personally
present and particularly (but without limiting the generality of the
foregoing) to vote and act as follows:

(I) For the election of a Chairman to serve until the 2005 Annual
Meeting of Participants or until his successor is elected and qualifies:

- ------------------------------------------------------------------------
Richard Ravitch

FOR [ ] AGAINST [ ] ABSTAIN [ ]
- ------------------------------------------------------------------------

(II) For the reelection of two (2) Class III Union Trustees and one
(1) Class III Management Trustee, to serve until the 2007 Annual Meeting of
Participants or until their successors are elected and qualify:

- ------------------------------------------------------------------------
Frank Hurt (Class III Union Trustee)

FOR [ ] AGAINST [ ] ABSTAIN [ ]
- ------------------------------------------------------------------------
- ------------------------------------------------------------------------
John J. Sweeney (Class III Union Trustee)

FOR [ ] AGAINST [ ] ABSTAIN [ ]
- ------------------------------------------------------------------------

(III) For ratification of the Board of Trustees' selection of Ernst &
Young, LLP as independent public accountants for the Trust's 2004 fiscal year:
- ------------------------------------------------------------------------

FOR [ ] AGAINST [ ] ABSTAIN [ ]
- ------------------------------------------------------------------------
and upon such other matters as may properly come before the meeting.

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

FOR [ ] AGAINST [ ] ABSTAIN [ ]
- ------------------------------------------------------------------------

The Trustees recommend a vote FOR the above items. ANY PROXY NOT MARKED
OTHERWISE WILL BE TREATED AS A VOTE FOR THE ITEMS.

The Units of Participation represented hereby will be voted in accordance
with instructions contained in this Proxy.

The undersigned hereby ratifies and confirms all that said proxies or
their substitutes or any of them may lawfully do by virtue hereof. The
undersigned hereby acknowledges receipt of the Notice of 2004 Annual Meeting
of Participants to be held June 10, 2004 and the Proxy Statement dated May 20,
2004.

Please sign your name and indicate your capacity as attorney, trustee or
official of a Participant.

Dated: , 2004
--------------

Participant ID:

Participant Name:

Number of Units:

By:
------------------------------------------
(Signature)

------------------------------------------
(Name - please print)

Title: -------------------------------------------
(please print)

To vote via Internet, please use the following User Name and Password*:

User Name:
-------------------------------------

Password:
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THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE TRUST.

IMPORTANT: THIS PROXY MAY BE VOTED IN ANY OF THREE (3) WAYS:

BY MAIL: PLEASE SIGN, DATE AND MAIL THIS PROXY PROMPTLY IN
THE ENCLOSED SELF-ADDRESSED, STAMPED ENVELOPE.

BY FACSIMILE: PLEASE SIGN, DATE AND FAX THIS PROXY TO
(202) 331-8190.

BY INTERNET: PLEASE GO TO http://www.aflcio-hit.com/proxy AND
ENTER THE USER NAME AND PASSWORD INDICATED ABOVE.

PLEASE NOTE THAT ALL VOTES MUST BE TIME-STAMPED OR POSTMARKED
BY MIDNIGHT ON JUNE 9, 2004.

- ---------------------
*Please note the User Name and Password are case-sensitive.

AFL-CIO HOUSING INVESTMENT TRUST

NOTICE OF THE 2004 ANNUAL MEETING OF PARTICIPANTS

To Participants, AFL-CIO Housing Investment Trust:

Notice is hereby given that the 2004 annual meeting of
Participants (the "Meeting") of the American Federation of Labor
and Congress of Industrial Organizations Housing Investment Trust
(the "Trust"), a District of Columbia common law trust, will be
held at the offices of the Trust, 1717 K Street, N.W., Suite 707,
Washington, D.C. 20036 on June 10, 2004 at 2:00 p.m. for the
following purposes:

1. To reelect a Chairman to hold office until the 2005 Annual
Meeting of Participants or until his successor is elected
and qualifies;

2. To reelect two (2) Class III Union Trustees and one (1)
Class III Management Trustee, to hold office until the 2007
Annual Meeting of Participants or until their respective
successors are elected and qualify;

3. To ratify the selection of Ernst & Young, LLP as the
independent public accountants for the Trust's fiscal year
ending December 31, 2004; and

4. To transact such other business as may properly come before
the Meeting or any adjournment or adjournments thereof.

The close of business on April 30, 2004 has been fixed as
the record date for the determination of Participants entitled to
notice of and to vote at the Meeting and any adjournment(s)
thereof. Accordingly, only Participants of record as of the
close of business on that date are entitled to notice of and to
vote at the Meeting or at any such adjournment.

By Order of the Board of Trustees

Stephen Coyle
Chief Executive Officer

Dated: May 20, 2004

AFL-CIO HOUSING INVESTMENT TRUST

PROXY STATEMENT

May 20, 2004

General Matters

This Proxy Statement is being sent on May 20, 2004 in connection with the
solicitation of proxies for use at the annual meeting of Participants (the
"Meeting") of the American Federation of Labor and Congress of Industrial
Organizations Housing Investment Trust (the "Trust") to be held at the offices
of the Trust, 1717 K Street, N.W., Suite 707, Washington, D.C. 20036, on June
10, 2004, beginning at 2:00 p.m., and at any adjournment(s) thereof.

A copy of the Trust's annual report for the year ended December 31, 2003
was previously mailed to each Participant entitled to vote at the Meeting
together with financial statements for the fiscal year ended December 31,
2003. The Trust will furnish, without charge, a copy of the annual report
for 2003 and the most recent semi-annual report succeeding the annual report,
if any, to any Participant that requests one. Requests for reports should be
made by placing a collect call to the Trust, at (202) 331-8055, directed to
Stephanie Turman. Written requests may be directed to Michael Arnold, Senior
Executive Vice President - Marketing, Investor and Labor Relations, AFL-CIO
Housing Investment Trust, 1717 K Street, N.W., Suite 707, Washington, D.C.
20036.

ABOUT THE MEETING

WHAT IS THE PURPOSE OF THE ANNUAL MEETING?

At the Trust's annual Meeting, Participants will act upon the matters
outlined in the accompanying notice of Meeting, including (i) the reelection
of a Chairman of the Board of Trustees, (ii) the reelection of Trustees, and
(iii) ratification of the selection of the Trust's independent accountants.
In addition, the Trust's management will respond to questions from
Participants.

WHO IS ENTITLED TO VOTE?

The close of business on April 30, 2004 is the record date for the
determination of Participants entitled to notice of and to vote at the Meeting
and any adjournment(s) thereof (the "Record Date"). As of the Record Date,
there were 3,205,933.2187 Units of Participation of the Trust outstanding,
each Unit being entitled to one vote. No shares of any other class of
securities were outstanding as of that date.

Only Participants of record as of the close of business on the Record
Date will be entitled to vote at the Meeting.

WHO CAN ATTEND THE MEETING?

All Participants as of the Record Date, or their duly appointed proxies,
may attend the Meeting.

WHAT CONSTITUTES A QUORUM?

A quorum for the Meeting is the presence in person or by proxy of
Participants holding a majority of Units outstanding at the close of business
on the Record Date. As of the Record Date, 3,205,933.2187 Units of
Participation of the Trust were outstanding. Proxies received but marked as
abstentions will be included in the calculation of the number of Units
considered to be present at the Meeting.

HOW DO I VOTE?

BY MAIL: If the proxy card that is enclosed with this Proxy Statement is
properly executed and returned, the Units of Participation it represents will
be voted at the Meeting in accordance with the instructions noted thereon. If
no direction is indicated, the proxy card will be voted in accordance with the
Trustees' recommendations set forth thereon.

BY FACSIMILE: If the proxy card that is enclosed with this Proxy
Statement is properly executed and returned via facsimile to (202)331-8190,
the Units of Participation it represents will be voted at the Meeting in
accordance with the instructions noted thereon. If no direction is indicated,
the proxy card will be voted in accordance with the Trustees' recommendations
set forth thereon.

BY INTERNET: If the proxy card is properly voted through the Internet,
the Units of Participation it represents will be voted at the Meeting in
accordance with the instructions noted thereon. If no direction is indicated,
the proxy card will be voted in accordance with the Trustees' recommendations
set forth thereon.

To vote by proxy through the Internet:
1) Use a web browser to go to http://www.aflcio-hit.com/proxy
2) Enter the User Name* and Password* that are included with
this mailing.

*Please note that the User Name and Password are CASE-SENSITIVE.
Please type the User Name and Password into the appropriate screen
exactly as it is shown on the enclosure.

IN PERSON: By attending the Meeting and voting your Units.

CAN I CHANGE MY VOTE AFTER GIVING A PROXY?

Yes. Any Participant giving a Proxy may revoke it at any time before it
is exercised by giving written notice to the Trust bearing a date later than
the date of the Proxy, by submission of a later dated Proxy, or by voting in
person at the Meeting, which any Participant may do whether or not such
Participant has previously given a Proxy.

WHAT ARE THE BOARD OF TRUSTEES' RECOMMENDATIONS?

Unless you give other instructions when you vote, the persons named as
proxy holders on the proxy card will vote in accordance with the
recommendations of the Board of Trustees. The Board's recommendation is set
forth together with the description of each item in this proxy statement. In
summary, the Board recommends a vote:

- For election of the nominated Chairman (see page 3);

- For election of the nominated Trustees (see page 3);

- For ratification of the selection of Ernst & Young, LLP as
the independent public accountants for the Trust's fiscal year
ending December 31, 2004 (see page 12).

With respect to any other matter that properly comes before the Meeting
or any adjournment or adjournments thereof, the proxy holders will vote as
recommended by the Board of Trustees or, if no recommendation is given, in
their own discretion.

WHAT VOTE IS REQUIRED TO APPROVE EACH ITEM?

As to Proposals I, II, and III, the vote required for approval will be an
affirmative vote of a majority of the Units represented in person or by proxy
at the Meeting. Each Unit is entitled to one vote. Abstentions will not be
included in the calculation of the number of Units voted affirmatively for a
proposal.

WHO IS MAKING THE SOLICITATION ON BEHALF OF THE TRUST?

The Proxy is being solicited by the Board of Trustees of the Trust
through the mail. The cost of solicitation will be paid by the Trust.
Further solicitation of proxies may be made by telephone or oral communication
with some Participants following the original solicitation. Any such further
solicitation will be made by Trustees or officers of the Trust who will not be
compensated therefor. The date on which proxy materials were first mailed to
Participants was May 20, 2004.

ELECTION OF TRUSTEES

PROPOSAL I: TO REELECT THE CHAIRMAN

PROPOSAL II: TO REELECT TWO (2) CLASS III UNION TRUSTEES AND ONE (1) CLASS
III MANAGEMENT TRUSTEE

Under the Trust's Declaration of Trust, the Board of Trustees may have up
to 25 Trustees. Up to 12 Trustees may be Union Trustees, up to 12 Trustees
may be Management Trustees, and one neutral Trustee is to be the Chairman.
The Board of Trustees currently consists of 13 Trustees, eight (8) of whom are
Union Trustees (Chavez-Thompson, Flynn, Hurt, O'Connor, Stern, Sullivan,
Sweeney and Trumka), four (4) of whom are Management Trustees (Frank, Latimer,
Spear, Stanley and Wiegert), and one (1) of whom is the Chairman (Ravitch).
Proxies will not be voted for a greater number of persons than the number of
nominees named.

The Declaration of Trust divides the Union and Management Trustees into
three classes (each, a "Class"). Each Class is required to have, insofar as
the pool of Trustees permits, an equal number of Union and Management
Trustees. The term of each Class expires at the third annual meeting
following its election; the term of one Class expires each year. At each
annual meeting, the Participants elect a Chairman to serve until the next
annual meeting and such number of Trustees as is necessary to fill
vacancies in (i) the Class whose terms expire as of that meeting, and (ii) any
other Class. The terms of office of Trustees Hurt, Sweeney and Stanley and
Chairman Ravitch will expire on the day of the Meeting. The principal
occupations and business experience for the past five years of the Class III
Trustees standing for reelection are described below under "Nominees for
Reelection."

If a proxy in the enclosed form is received from a Participant, the Units
of Participation represented by such Proxy will be voted for the nominees
listed below (unless otherwise indicated on the proxy). Class III Trustees
will serve for three-year terms ending in 2007 or until their respective
successors are elected and qualify.

Although the Trust does not contemplate that any of the nominees will be
unavailable for election, if a vacancy in the slate of nominees should be
occasioned by death or other unexpected occurrence, it is currently intended
that the proxies will be voted for such other persons, if any, as the
Nominating Committee may recommend.

NOMINEES FOR REELECTION AND ELECTION

The following information was furnished to the Trust by each
nominee and sets forth the name, age, principal occupation or
employment of each nominee and the period during which he or she
has served as a Trustee of the Trust. Each nominee has consented
to be named in this Proxy Statement and to serve on the Board of
Trustees if elected.

Term of Office Principal Occupation/ Other Directorships
Name, Age, Address Position Held and Length of Business Experience Held By
with HIT Time Served During Past 5 Years Trustee**
- ------------------------------------------------------------------------------------------------

Richard Ravitch Chairman Service Principal, Ravitch Rice None
610 5th Avenue Commenced May & Co. LLC; formerly
Ste. 420 1991. Term Chairman, Aquarius Management
New York, NY 10020 Expires 2004 Corporation (limited profit
Age 70 housing project management).

Frank Hurt Union Trustee Service President, Bakery, Confectionery None
10401 Connecticut Avenue Commenced March & Tobacco Workers and Grain
Kensington, MD 20895 1993. Term Millers International Union.
Age 65 Expires 2004

John J. Sweeney Union Trustee Service President, AFL-CIO. None
815 16th Street, N.W. Commenced April
Washington, D.C. 20006 1981. Term
Age 70 Expires 2004

Tony Stanley Management Service Executive Vice President None
25250 Rockside Road Trustee Commenced and Director, TransCon
Cleveland, OH 44146 December 1983. Builders, Inc.
Age 70 Term Expires
2004
- -------------------

** Disclosure is limited to directorships in a corporation or trust having securities registered
pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, or subject to the
requirements of Section 15(d) of such Act, or a company registered as an investment company
under the Investment Company Act of 1940, as amended.

THE BOARD OF TRUSTEES RECOMMENDS THAT PARTICIPANTS VOTE "FOR" THE
REELECTION AND ELECTION, AS APPLICABLE, OF THE NOMINATED CHAIRMAN
AND
CLASS III TRUSTEES.

INCUMBENT TRUSTEES

The following incumbent Trustees will continue in office in accordance
with the Trust's Declaration of Trust, and are expected to stand for
reelection at subsequent annual meetings of Participants.

Linda Chavez-Thompson Union Trustee Service Executive Vice President, None
815 16th Street, N.W. Commenced May AFL-CIO.
Washington, D.C. 20006 1996. Term
Age 59 Expires 2005

John J. Flynn Union Trustee Service President, International Union None
1776 Eye Street, N.W. Commenced May of Bricklayers and Allied Craft-
Washington, D.C. 20006 2000. Term workers (BAC); formerly BAC
Age 69 Expires 2006 Secretary-Treasurer.

Jeremiah O'Connor Union Trustee Service InternationalSecretary-Treasurer, None
1125 15th Street, N.W. Commenced April International Brotherhood of Elec-
Washington, D.C. 20005 2001. Term trical Workers (IBEW); formerly
Age 69 Expires 2006 International Vice President,
6th District, IBEW.

Andrew Stern Union Trustee Service President, Service Employees None
1313 L Street, N.W. Commenced April International Union, AFL-CIO.
Washington, D.C. 20005 1998. Term
Age 53 Expires 2005

Edward C. Sullivan Union Trustee Service President, Building and None
815 16th Street, N.W. Commenced May Construction Trades Department,
Suite 600 2000. Term AFL-CIO; formerly, General
Washington, D.C. 20006 Expires 2006 President, International Union
Age 60 of Elevator Constructors.

Richard L. Trumka Union Trustee Service Secretary-Treasurer, AFL-CIO. None
815 16th Street, N.W. Commenced December
Washington, D.C. 20006 1995. Term
Age 54 Expires 2005

Stephen Frank Management Service Independent Consultant; formerly None
9509 Lost Trail Way Trustee Commenced May Vice President and Chief
Potomac, MD 20854 2003. Term Financial Officer, The Small
Age 64 Expires 2006 Business Funding Corporation

George Latimer Management Service Distinguished Visiting Professor None
1600 Grand Avenue Trustee Commenced May of Urban Studies, Macalester
St. Paul, MN 55105 1996. Term College; formerly, Chief Execu-
Age 68 Expires 2005 tive Officer, National Equity
Fund (a tax credit investment
company).

Marlyn J. Spear, CFA Management Service Chief Investment Officer, Building None
500 Elm Grove Road Trustee Commenced March Trades United Pension Trust Fund,
Elm Grove, WI 53122 1995. Term Milwaukee, WI.
Age 50 Expires 2006

- --------------------
** Disclosure is limited to directorships in a corporation or trust having securities registered
pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, or subject to the
requirements of Section 15(d) of such Act, or a company registered as an investment company
under the Investment Company Act of 1940, as amended.

EXECUTIVE OFFICERS

All executive officers of the Trust are located at 1717 K Street, N.W.,
Suite 707, Washington, D.C. 20036. The executive officers of the Trust are
elected annually by the Board of Trustees to one-year terms that begin on

January 1 and expire on December 31, or until their respective successors are
appointed and qualify. No executive officer of the Trust serves as a trustee
or director in any corporation or trust having securities registered pursuant
to Section 12 of the Securities Exchange Act of 1934, as amended, or subject
to the requirements of Section 15(d) of such Act, or any company registered as
an investment company under the Investment Company Act. The executive
officers of the Trust are as follows:

Name & Age Current Position w/ HIT Previous Principal Occupations
over Past 5 Years
- --------------------------------------------------------------------------------------------

Stephen F. Coyle Chief Executive Officer Chief Executive Officer since 1992, AFL-CIO
Age 58 Housing Investment Trust

Michael M. Arnold Senior Executive Vice Executive Vice President-Marketing, Investor
Age 64 President - Marketing, and Labor Relations in 2001 and Director of
Investor and Labor Relations Investor Relations from 1985-2000, AFL-CIO
since January 2002 Housing Investment Trust.

Helen R. Kanovsky Chief Operating Officer Executive Vice President-Finance and
Age 53 since January 2002 Administration from 1999-2001, AFL-CIO Housing
Investment Trust; Chief of Staff from 1998-1999
for U.S. Senator John F. Kerry; General Counsel
from 1995-1998, AFL-CIO Housing Investment
Trust.

Erica Khatchadourian Chief Financial Officer Executive Vice President-Finance and Admini-
Age 36 since January 2004 stration, from 2001-2003, Controller in 2001,
and Chief of Staff from 1997-2000, AFL-CIO
Housing Investment Trust.

John Hanley Executive Vice President- Executive Vice President, from 2001-2003, AFL-
Age 37 Investments and Portfolio CIO Investment Trust Corporation; Chief
Management since May 2003 Investment Officer, from 1998-2001, AFL-CIO
Housing Investment Trust.

Chang Suh Chief Portfolio Manager Assistant Portfolio Manager from 2001 - 2003;
Age 33 since March 2003 Senior Portfolio Analyst from 1998 - 2001,
AFL-CIO Housing Investment Trust.

Mary C. Moynihan General Counsel since Chief Counsel, January 2004-April 2004; Deputy
Age 44 April 2004 General Counsel in 2003, AFL-CIO Housing
Investment Trust; Associated with Sullivan &
Cromwell, 1988-1992 and 1993-1999.

Stephanie Wiggins Chief Investment Officer- Director, Fannie Mae Production from 2000-2001,
Age 38 Multifamily Investments AFL-CIO Housing Investment Trust;
since January 2002 Director, Prudential Mortgage Capital Company;
Vice President/Multifamily Transaction
Manager, WMF Capital Corporation.

Carol Nixon Chief Investment Officer- Director of Affordable Housing Finance in 2002,
Age 41 Single Family Finance Director of Public Finance from 1999-2002,
since January 2003 Senior Investment Officer in 1999, AFL-CIO
Housing Investment Trust; Vice President -
Community Development Division from 1997-
1999 Bank of America.

ORGANIZATION OF BOARD OF TRUSTEES

Under the terms of the Declaration of Trust, the Board of Trustees of the
Trust has overall responsibility for the management and policies of the Trust.
The Board of Trustees maintains four committees: the Executive Committee, the
Nominating Committee, the Audit Committee and the Committee of the Whole.

The Executive Committee is currently composed of Chairman Ravitch, who
serves as chairman of the Committee, Union Trustee Sweeney and Management
Trustee Stanley. The Executive Committee has all the authority of the Board
of Trustees when the Board is not in session and met nine times during 2003.

No committee functions as a compensation committee as such. The Executive
Committee, however, does make recommendations to the Board of Trustees
concerning compensation payable to Trustees acting in their capacities as
Trustees, and compensation payable to executive officers. See "COMPENSATION OF
TRUSTEES AND EXECUTIVE OFFICERS."

NOMINATING COMMITTEE

The Nominating Committee is a separately chartered committee which was
formally constituted by the Board of Trustees on April 7, 2004. It is
composed of Mssrs. Ravitch, Stanley and Sweeney, each of whom qualifies as an
independent director, as defined by Section 2(a)(19) of the Investment Company
Act of 1940. The Nominating Committee is responsible for the nomination of
persons to serve as members of the Board of Trustees. Prior to the formal
constitution of the Nominating Committee, the Executive Committee performed
the function of a Nominating Committee. The Executive Committee met in such
capacity one time in 2003.

The Nominating Committee has a charter, a copy of which is included as
Attachment A to this Proxy Statement. Pursuant to Section (4) of its charter,
the Nominating Committee will consider Trustee candidates recommended by
participants. The Nominating Committee has not adopted formal procedures to
be followed by participants in submitting such recommendations.
However, it is the practice of the Board of Trustees, the majority of which
are disinterested, to set a record date by which participants in the Trust may
submit matters for consideration by the participants at the annual meeting,
including recommendations for trustee candidates. Once received, the
Nominating Committee reviews the eligibility of each candidate in accordance
with the criteria set forth in the charter.

All candidates are evaluated in the same manner, regardless of the process by
which they were recommended. Pursuant to the Nominating Committee charter,
candidates are evaluated by the Committee in terms of relevant experience that
would enable the candidate to serve effectively as a Trustee, as well as
compatibility with respect to the Trust's mission. In addition, candidates
are evaluated based on their eligibility to serve under the Trust's
Declaration of Trust. When a viable candidate has been identified, the
members of the Committee may conduct in-person interviews of such candidate
using a standardized questionnaire. When all of the candidates recommended to
the Committee have been evaluated and, if applicable, interviewed, the
Committee will determine which of the viable candidates should be presented to
the Board of Trustees of the Trust for nomination to participants to become a
member of the Board of Trustees of the Trust.

AUDIT COMMITTEE

The Audit Committee is a separately designated committee within the
meaning of Section 3(a)(58)(A) of the Securities Exchange Act of 1934. It
monitors the accounting practices and performance of the Trust management and
the Trust's independent public accountants. The Committee is composed of
Stephen Frank (designated Audit Committee Financial Expert), Marlyn Spear
(designated Audit Committee Financial Expert), Frank Hurt, Richard Trumka,
George Latimer, and Tony Stanley, each of whom qualifies as an independent
director, as defined by Section 2(a)(19) of the Investment Company Act of
1940. The Audit Committee operates under a written charter adopted by the
Board of Trustees, a copy of which is included as Attachment B to this Proxy
Statement. Pursuant to its charter, the Audit Committee must meet annually
with the independent public accountants to review the audit outside the
presence of Trust management. The Audit Committee met two times in 2003 and
has met two times in 2004.

COMMITTEE OF THE WHOLE

The Committee of the Whole monitors the Trust's investment practices and
policies, reviews proposed changes thereto, considers new investment practices
and policies and oversees the marketing policies and strategies of the Trust.
This Committee is currently composed of all Trustees and met one time in 2003.

BOARD OF TRUSTEES

The Board of Trustees met twice during the Trust's fiscal year ended
December 31, 2003. Trustees Chavez-Thompson, Latimer, O'Connor, Stern and
Wiegert attended fewer than 75 percent of the aggregate of (1) the total
number of meetings of the Board of Trustees (held during the period for which
they were Trustees) and (2) the total number of meetings held by all
committees of the Board of Trustees on which they served (during the periods
that they served) during the 2003 fiscal year.

As the Trust's investors are made up primarily of eligible pension plans,
participants have ready access to the Board of Trustees, both collectively and
individually. This may be accomplished by contacting, in the first instance,
the Trust's Senior Executive Vice President for Marketing, Investor and Labor
Relations. Participants may also contact Trustees directly (several of whom
sit on the Boards of participants). In addition, since historically the
Trust's Board of Trustees has been comprised solely of independent trustees
and an independent chairman, the Trust has no policy with respect to Trustee
attendance at the annual meeting. No Trustees and no participants attended
the Trust's annual meeting in 2003.

COMPENSATION OF TRUSTEES AND EXECUTIVE OFFICERS

During the fiscal year ended December 31, 2003, the Chairman received an
annual fee of $10,000. The Trust paid each Management Trustee who did not
waive such fee $500 per day for attendance at Board of Trustees meetings and
committee meetings. The Trust paid no fee to any Union Trustee. The
aggregate compensation paid to Trustees in the year ended December 31, 2003
was $21,500. The Trust reimbursed all Trustees for out-of-pocket expenses
incurred in attending Board of Trustees and committee meetings.

During the fiscal year ended December 31, 2003, the Trust employed
Stephen Coyle as Chief Executive Officer pursuant to an employment agreement.
During that period, Mr. Coyle's compensation from the Trust was $219,476 in
salary and cash compensation, $87,935 of deferred compensation and interest on
previously deferred compensation received in lieu of participation in the
Retirement Plan, and $2,025 in matching funds under the AFL-CIO Housing
Investment Trust 401(k) Retirement Plan.

2003 COMPENSATION TABLE

The following table sets forth the aggregate compensation, including any
previously deferred compensation, paid during the 2003 fiscal year to each of
the three highest paid officers of the Trust and to all Trustees of the Trust.
As the Trust is a single, self-managed fund, its staff includes more than 60
employees. Therefore, in addition to those individuals identified in the table
below, the Trust had 47 other employees who earned aggregate compensation
exceeding $60,000 during the 2003 fiscal year.

PENSION ESTIMATED TOTAL
OR RETIREMENT ANNUAL COMPENSATION
AGGREGATE BENEFITS BENEFITS FROM HIT
COMPENSATION ACCRUED AS UPON PAID TO
NAME OF PERSON, FROM HIT PART OF HIT RETIREMENT TRUSTEES
POSITION ($) EXPENSES <1>
- ------------------------------------------------------------------------------

Stephen Coyle<2> $219,476 89,960 Cannot be Not applicable
Chief Executive determined
Officer

- --------------------------
<1> The estimated annual benefits payable upon retirement to the executive officers of the HIT,
other than Mr. Coyle who does not participate in the Retirement Plan, are determined
primarily by a formula based on current average final compensation and years of service. See
"THE RETIREMENT PLAN."
<2> Aggregate Compensation includes $7,969 of deferred compensation in 2003 under the 401(k)
Plan, and excludes compensation deferred in lieu of participation in the Retirement Plan and
interest thereon. Pension or Retirement Benefits as Part of HIT Expenses includes $2,025 of
matching funds paid into the 401(k) Plan and $87,935 of deferred compensation in lieu of
participation in the Retirement Plan. The total amount deferred by Mr. Coyle through
December 31, 2003 in lieu of participation in the Retirement Plan, including interest, is
$824,449 and the total amount deferred under the 401(k) Plan through December 31, 2003,
including interest and HIT matching, is $91,785.

PENSION ESTIMATED TOTAL
OR RETIREMENT ANNUAL COMPENSATION
AGGREGATE BENEFITS BENEFITS FROM HIT
COMPENSATION ACCRUED AS UPON PAID TO
NAME OF PERSON, FROM HIT PART OF HIT RETIREMENT TRUSTEES
POSITION ($) EXPENSES
- ------------------------------------------------------------------------------

Helen R. 212,007 26,495 39,422 Not applicable
Kanovsky<3>
Chief Operating
Officer

Erica 187,129 23,908 47,933 Not applicable
Khatchadourian<4>
Chief Financial
Officer

Richard Ravitch 10,000 0 0 $10,000
Chairman

Linda Chavez-Thompson 0 0 0 0
Union Trustee

John J. Flynn, 0 0 0 0
Union Trustee

Stephen Frank* 2,000 0 0 2,000
Management Trustee

Francis X. Hanley, 0 0 0 0
Union Trustee*

Frank Hurt, 0 0 0 0
Union Trustee

Martin J. Maddaloni, 0 0 0 0
Union Trustee*

Michael E. Monroe, 0 0 0 0
Union Trustee*

Jeremiah O'Connor, 0 0 0 0
Union Trustee

Terence M. O'Sullivan 0 0 0 0
Union Trustee*

Andrew Stern, 0 0 0 0
Union Trustee

Edward C. Sullivan 0 0 0 0
Union Trustee

John Sweeney, 0 0 0 0
Union Trustee

* Trustee Frank was newly elected to his position as a Trustee in 2004.
Trustees Hanley, Monroe and O'Sullivan, resigned from their positions as
Trustees of the HIT in 2003. Trustees Fleischer and Maddaloni's terms expired in 2003.

- ------------------------------
<3> Aggregate Compensation includes $13,300 of deferred compensation in 2003 under the 401(k)
Plan, and excludes amounts contributed to the Retirement Plan on Ms. Kanovsky's behalf.
Pension or Retirement Benefits as Part of HIT Expenses includes $2,565 of matching funds paid
into the 401(k) Plan and $23,930 contributed to the Retirement Plan in 2003. The total
amount deferred by Ms. Kanovsky as of December 31, 2003 under the 401(k) Plan, including
interest and HIT matching, is $50,567.
<4> Aggregate compensation includes $12,000 of deferred compensation in 2003 under the 401 (k)
Plan, and excludes amounts contributed to the Retirement Plan on Ms. Khatchadourian's behalf.
Pension or Retirement Benefits as Part of HIT Expenses includes $2,700 of matching funds paid
into the 401(k) Plan and $21,208 contributed to the Retirement Plan in 2003. The total
amount deferred by Ms. Khatchadourian as of December 31, 2003 under the 401(k) Plan,
including interest and HIT matching, is $122,995.

PENSION ESTIMATED TOTAL
OR RETIREMENT ANNUAL COMPENSATION
AGGREGATE BENEFITS BENEFITS FROM HIT
COMPENSATION ACCRUED AS UPON PAID TO
NAME OF PERSON, FROM HIT PART OF HIT RETIREMENT TRUSTEES
POSITION ($) EXPENSES
- ------------------------------------------------------------------------------

Richard Trumka, 0 0 0 0
Union Trustee

Alfred J. Fleischer 1,000 0 0 1,000
Management Trustee*

George Latimer, 1,000 0 0 1,000
Management Trustee

Marlyn J. Spear, 2,000 0 0 2,000
Management Trustee

Tony Stanley, 5,500 0 0 5,500
Management Trustee

Patricia F. Wiegert, 0 0 0 0
Management Trustee

Prior to October 1, 1990, the Trust had not established or adopted any
bonus, profit sharing, pension, retirement, stock purchase or other
compensation or incentive plans for its officers and employees. Also prior to
October 1, 1990, personnel (other than the Chief Executive Officer) were
provided pursuant to a Personnel Contract between the Trust and the AFL-CIO,
whereby the Trust reimbursed the AFL-CIO for the AFL-CIO's costs of employing
the personnel. While the Personnel Contract was in effect, the personnel
participated in the AFL-CIO Deferred Compensation Plan, a defined contribution
plan, and were subject to the AFL-CIO Staff Retirement Plan ("Retirement
Plan"), a defined benefit plan. Any amounts contributed by the AFL-CIO on
behalf of such personnel pursuant to the Retirement Plan were reimbursed by
the Trust pursuant to the Personnel Contract. The HIT adopted the Retirement
Plan for all of its employees except for its Chief Executive Officer (who by
the terms of the Retirement Plan is ineligible), effective as of October 1,
1990. Effective October 1, 1996, the Trust adopted the AFL-CIO Housing
Investment Trust 401(k) Plan described below for all of its employees
including its Chief Executive Officer.

THE RETIREMENT PLAN

Under the Retirement Plan, contributions are based on an eligible
employee's base salary. The Internal Revenue Service also imposes an annual
maximum on the amount that can be counted in determining base salary, which
amount is currently $200,000. In general, rates are determined actuarially
every year. The Retirement Plan was funded by employer contributions at rates
of approximately 13.26% of eligible employees' base salaries during the twelve
months ended December 31, 2003. During 2003, the annual base salaries for
pension purposes Ms. Kanovsky, and Ms. Khatchadourian were $189,731 and
$159,737 respectively.

The Retirement Plan is open to employees of the AFL-CIO and other
participating employers that are approved by the Retirement Plan's Board of
Trustees and that make contributions to the Retirement Plan on their behalf.
Such employees become members of the Retirement Plan on their first day of
employment that they are scheduled to work at least 1,000 hours during the
next 12 consecutive months.

The Retirement Plan provides a normal retirement pension to eligible
employees for life, beginning at age 65 if the employee has at least three
years of credited service, beginning at age 60 if the employee has at least 10
years of credited service, or beginning at age 50 if the employee's age plus
years of credited service equals 80 or more. The amount of this pension
depends on salary and years of credited service at retirement. Eligible
employees

will receive 3.00% of the average of their highest three years' earnings,
subject to the Internal Revenue Service limit noted above ("Final Average
Salary") for each year of credited service up to 25 years, and 0.5% of their
Final Average Salary of each year of credited service over 25 years. Eligible
employees must have at least three years of service to retire and
receive a monthly pension. Eligible employees generally earn credited service
toward their pension for each year that they work for a participating
employer.

Set forth below is a table showing estimated annual benefits payable upon
retirement in specified compensation and years of service classifications. As
of the date hereof , Ms. Kanovsky has approximately 7 credited years of
service, and Ms. Khatchadourian has approximately 11 credited years of service
under the Retirement Plan.

Years of Service

Final Average Salary<1> 15<1> 20<2> 25<2> 30<2> 35<3>
- ----------------------------------------------------------------------------
$100,000 $45,000 $ 60,000 $ 75,000 $ 77,500 $ 80,000
150,000 67,500 90,000 112,500 116,250 120,000
170,000 76,500 102,000 127,500 131,750 136,000

THE 401(K) PLAN

Under the AFL-CIO Housing Investment Trust 401(k) Plan, an eligible
employee may designate to set aside up to 100% of his or her total
compensation, up to a maximum of $13,000 in 2003 (or up to $16,000 for
eligible employees over the age of 50). In 2004, the Trust will match
dollar-for-dollar the first $2,900 contributed. The amount set aside by an
eligible employee and the amount of the Trust's matching contribution, if any,
will be deposited in a trust account in the employee's name. Every employee
of the Trust is eligible to participate in the 401(k) Plan provided such
employee has reached the age of 21 and is not a nonresident alien. An
eligible employee may enroll in the 401(k) Plan every January 1st and July 1st
of a given year.

When a participating employee terminates his or her employment, retires
or becomes disabled, the employee will be able to receive as a lump sum
payment the salary reduction amounts that were contributed to the trust
account on the employee's behalf, the additional amounts that the Trust
contributed to the trust account on the employee's behalf, plus income earned
(or less losses incurred) as a result of investment of these contributions
(less the employee's allocated share of expenses).

If the employee continues to work for the Trust, the employee cannot
withdraw these amounts unless the employee has a financial hardship. A
financial hardship is an immediate and heavy financial need for which the
employee has no other available resources, and includes medical expenses, the
purchase of a primary residence, the payment of tuition and related
educational fees, funeral expenses and the need to prevent eviction from or
foreclosure of the mortgage of the employee's primary residence. The employee
will be required to present evidence of the financial hardship and upon
submission of such evidence may be entitled to withdraw an amount, up to the
balance in the employee's account, to meet the immediate financial need.

The amount in an employee's account must be distributed to the employee
in one lump sum or in periodic installments beginning April 1st of the year
following the year in which the employee reaches age 70 1/2. Additionally,
these amounts must be distributed within a reasonable time following the
termination of the 401(k) Plan or the termination of the employee's
employment. An employee will be entitled to receive a distribution of the
amounts in his or her account upon the employee's attainment of age 65. A
participating employee may borrow from his or her account subject to certain
prescribed limitations.

The following table sets forth the amounts paid or distributed pursuant
to the 401(k) Plan in 2003 to the executive officers listed in the
Compensation Table above, and the amounts deferred and paid as part of Trust
expenses, pursuant to the 401(k) Plan for the accounts of such individuals
during 2003, the distribution or unconditional vesting of which are not
subject to future events.
- ---------------------------
<1> The Internal Revenue Code limits the permissible benefit payments that
may be paid under the Retirement Plan. Consequently, the amounts of
retirement benefits that actually may be paid to individual employees may
be significantly lower than as shown, depending on several factors,
including but not limited to the employee's years of service, level of
compensation, and actual year of retirement.
<2> 3.00% per year up to 25 years.
<3> 0.50%per year over 25 years.

Amount Paid or Amount Employer
Name of Individual Distributed Deferred Matching
------------------ -------------- -------- ---------
Stephen Coyle $0 $ 7,969 $2,025

Helen R. Kanovsky 0 13,300 2,565

Erica Khatchadourian 0 12,000 2,700

DESIGNATION OF ACCOUNTANTS

PROPOSAL III: TO RATIFY THE SELECTION OF ERNST & YOUNG, LLP AS
INDEPENDENT PUBLIC ACCOUNTANTS

The Participants are requested to ratify the Board of Trustees' selection
of Ernst & Young, LLP as the independent public accountants for the Trust for
the fiscal year 2004. Representatives of Ernst & Young, LLP are not expected
to be present at the Meeting and thus will not have an opportunity to
make a statement or be available to respond to questions.

INDEPENDENT PUBLIC ACCOUNTANTS

(1) Audit Fees

The aggregate fees billed for services provided to the Trust by its
independent auditors for the audit of the Trust's annual financial statements
and for services normally provided by the independent auditors in connection
with statutory and regulatory filings or engagements were $196,515 for the
fiscal year ended December 31, 2003.

(2) Audit-Related Fees

The aggregate fees billed for assurance and related services performed by the
principal accountant that are reasonably related to the performance of the
audit or review of the Trust's financial statements and are not reported
under (1) "Audit Fees", were $0 for the fiscal year ended December 31, 2003.
The percentage of these fees relating to services approved by the
Trust's Audit Committee pursuant to the de minimis exception from the
pre-approval requirement in Rule 2-01(c)(7)(i)(C) of Regulation S-X was 0%.

The aggregate fees billed for assurance and related services performed by the
principal accountant that are reasonably related to the performance of the
audit or review of the Trust's financial statements and are not reported under
(1) "Audit Fees", are $0 for the fiscal year ended December 31, 2002. The
percentage of these fees relating to services approved by the Trust's Audit
Committee pursuant to the de minimis exception from the pre-approval
requirement in Rule 2-01(c)(7)(i)(C) of Regulation S-X was 0%.

(3) Tax Fees

The aggregate fees billed by the Trust's independent auditors for tax
compliance, tax advice and tax planning services provided to the Trust were
$28,380 for the fiscal year ended December 31, 2003. The fees covered services
connected to preparation and filing of the Trust's tax returns. The
percentage of these fees relating to services approved by the Trust's Audit
Committee pursuant to the de minimis exception from the pre-approval
requirement in Rule 2-01(c)(7)(i)(C) of Regulation S-X was 0%.

The aggregate fees billed by the Trust's independent auditors for tax
compliance, tax advice and tax planning services provided to the Trust were
$12,823 for the fiscal year ended December 31, 2002. The fees covered services
connected to preparation and filing of the Trust's tax returns. The
percentage of these fees relating to services

approved by the Trust's Audit Committee pursuant to the de minimis exception
from the pre-approval requirement in Rule 2-01(c)(7)(i)(C) of Regulation S-X
was 0%.

The aggregate fees billed by the Trust's independent auditors for tax
compliance, tax advice and tax planning services provided to the Trust's
investment adviser(s) and other service providers controlling, controlled by
or under common control with the investment adviser that provide ongoing
services to the Trust were $0 for the Trust's fiscal year ended December 31,
2003. The percentage of these fees relating to services approved by the
Trust's Audit Committee pursuant to the de minimis exception from the
pre-approval requirement in Rule 2-01(c)(7)(i)(C) of Regulation S-X was 0%.

The aggregate fees billed by the Trust's independent auditors for tax
compliance, tax advice and tax planning services provided to the Trust's
investment adviser(s) and other service providers controlling, controlled by
or under common control with the adviser(s) that provide ongoing services to
the Trust were $0 for the Trust's fiscal year ended December 31, 2002. The
percentage of these fees relating to services approved by the Trust's Audit
Committee pursuant to the de minimis exception from the pre-approval
requirement in Rule 2-01(c)(7)(i)(C) of Regulation S-X was 0%.

(4) All Other Fees

The aggregate fees billed for products and services provided by the
independent auditors to the Trust other than those set forth in paragraphs
(1), (2) and (3) above were $6,690 for the fiscal year ended December 31,
2003. The fees covered services connected to performance of Association for
Investment Management and Research (AIMR) compliance services. The percentage
of these fees relating to services approved by the Trust's Audit Committee
pursuant to the de minimis exception from the pre-approval requirement in Rule
2-01(c)(7)(i)(C) of Regulation S-X was 0%.

The aggregate fees billed for products and services provided by the
independent auditors to the Trust other than those set forth in paragraphs
(1), (2) and (3) of this Item were $6,133 for the fiscal year ended December
31, 2002. The fees covered services connected to performance of Association
for Investment Management and Research (AIMR) compliance services. The
percentage of these fees relating to services approved by the Trust's Audit
Committee pursuant to the de minimis exception from the pre-approval
requirement in Rule 2-01(c)(7)(i)(C) of Regulation S-X was 0%.

The aggregate fees billed for non-audit services provided by the Trust's
independent auditors to the Trust's investment adviser and other entity
controlling, controlled by or under common control with the investment adviser
that provides ongoing services to the Trust, other than those set forth in
paragraphs (2) and (3) were $0 for the Trust's fiscal year
ended December 31, 2003. The percentage of these fees relating to services
approved by the Trust's Audit Committee pursuant to the de minimis exception
from the pre-approval requirement in Rule 2-01(c)(7)(i)(C) of Regulation S-X
was 0%.

The aggregate fees billed for non-audit services provided by the Trust's
independent auditors to the Trust's investment adviser and other entity
controlling, controlled by or under common control with the investment adviser
that provides ongoing services to the Trust, other than those set forth in
paragraphs (2) and (3) were $0 for the Trust's fiscal year ended December 31,
2002. The percentage of these fees relating to services approved by the
Trust's Audit Committee pursuant to the de minimis exception from the
pre-approval requirement in Rule 2-01(c)(7)(i)(C) of Regulation S-X was 0%.

The aggregate non-audit fees billed by the Trust's independent auditors for
services rendered to the Trust and to its investment adviser and other service
providers under common control with the investment adviser were $35,070 and
$18,956 for the Trust's fiscal years ended December 31, 2003 and
December 31, 2002, respectively.

The Trust's Audit Committee has not established pre-approval policies and
procedures as permitted by Rule 2-01(c)(7)(i)(B) of Regulation S-X.

In connection with its selection of the independent auditors, the Trust's
Audit Committee has considered the independent auditors' provision of
non-audit services to the Trust's investment adviser and other service
providers under common control with the investment adviser that were not
required to be pre-approved pursuant to Rule 2-01(c)(7)(ii) of Regulation S-X.
During the last two fiscal years, the Trust's independent public accountant
has not performed any non-audit related services to such entities.

PRE-APPROVAL POLICIES AND PROCEDURES

It is the policy and procedure of the Audit Committee to pre-approve the
engagement of the Trust's independent public accountants and to pre-approve
each audit and non-audit related service. The engagement of Ernst & Young,
LLP for the fiscal years 2003 and 2002 was pre-approved by the Legal and Audit
Committee (predecessor committee to the Audit Committee). In addition, the
Legal and Audit Committee pre-approved the provision of all non-audit related
services by Ernst & Young, LLP for the fiscal years 2003 and 2002 and
determined that such services and related fees were not incompatible with
maintaining the independence of Ernst & Young, LLP.

THE BOARD OF TRUSTEES RECOMMENDS THAT PARTICIPANTS VOTE "FOR" THE
RATIFICATION OF THE SELECTION OF ERNST & YOUNG, LLP AS THE
TRUST'S INDEPENDENT PUBLIC ACCOUNTANTS FOR FISCAL 2004.

PROPOSALS FOR 2005 ANNUAL MEETING OF PARTICIPANTS

PARTICIPANTS WHO WISH TO MAKE A PROPOSAL TO BE INCLUDED IN THE TRUST'S
PROXY STATEMENT AND FORM OF PROXY FOR THE TRUST'S 2005 ANNUAL MEETING OF
PARTICIPANTS (EXPECTED TO BE HELD IN MAY 2005) MUST CAUSE SUCH PROPOSAL TO BE
RECEIVED BY THE TRUST AT ITS PRINCIPAL OFFICE NOT LATER THAN DECEMBER 15,
2004.

OTHER MATTERS

The Trust currently has no independent investment adviser other than
Wellington Management Company LLP. Wellington Management Company is a
Massachusetts limited liability partnership and a registered investment
advisor. Its principal offices are located at 75 State Street, Boston,
Massachusetts 02109.

At the date of this Proxy Statement, the Trustees know of no other
matters that may come before the Meeting. If any other matter properly comes
before the Meeting, it is the intention of the persons named in the enclosed
form of Proxy to vote the Units represented by such Proxy in accordance with
their best judgment.

Participants who are unable to attend the Meeting in person are urged to
forward their Proxies without delay. A prompt response will be appreciated.

By Order of the Board of Trustees

STEPHEN COYLE
Chief Executive Officer