Exhibit 99.(B)

                                  ATTACHMENT B

                        AFL-CIO HOUSING INVESTMENT TRUST
                             AUDIT COMMITTEE CHARTER

                             Adopted April 23, 2003

1.    The Audit Committee shall be composed entirely of independent trustees. To
      the extent  required  by law,  at least one member of the Audit  Committee
      shall have been  determined  by the full Board of Trustees of the Trust to
      be  an  "audit  committee  financial  expert"  as  defined  by  the  rules
      promulgated by the U.S.  Securities and Exchange  Commission ("SEC") under
      the Sarbanes-Oxley Act of 2002.

2.    The Board of Trustees may, in its  discretion,  appoint the members of the
      Committee,  set the number of  Committee  members and add or remove one or
      more members.  The independent  members of the Board of Trustees shall, in
      their  discretion,  establish the appropriate  compensation for serving on
      the Committee, if any.

3.    The purposes of the Audit Committee are:

      a.    To oversee the Trust's  accounting and financial  reporting policies
            and practices,  its accounting and financial  internal controls and,
            as appropriate,  the accounting and financial  internal  controls of
            certain service providers;

      b.    To oversee  the  quality and  objectivity  of the Trust's  financial
            statements and the independent audit thereof; and

      c.    To act as a liaison between the Trust's independent auditors and the
            full Board of Trustees.

      The  function of the Audit  Committee  is  oversight;  it is  management's
      responsibility to maintain appropriate systems for accounting and internal
      control,  and the auditor's  responsibility to plan and carry out a proper
      audit.

4.    To carry out its purposes,  the Audit  Committee  shall have the following
      duties and powers:

      a.    To review and  recommend  the  selection of the firm to serve as the
            Trust's  independent  auditor  for  approval  by the  full  Board of
            Trustees and ratification by the Participants;

      b.    To review and  approve in advance all audit and  non-audit  services
            (as such term may be from time to time defined in the Securities and



      c.    Exchange Act of 1934, as amended) to be provided to the Trust by the
            Trust's  independent  auditor;  provided,  however,  that the  Audit
            Committee shall approve only the following non-audit  services:  tax
            preparation and the Association for Investment  Management  Research
            (AIMR) Level 2 Compliance Review;

      d.    To review the performance of the Trust's  independent auditor and to
            recommend to the full Board of Trustees the discharge or replacement
            of the independent auditor, if warranted;

      e.    At least  annually,  to evaluate the  independence  of the auditors,
            including  whether the auditors  provide any consulting  services to
            the Trust,  to require  the  auditors'  to furnish a formal  written
            statement   containing   specific   representations   as  to   their
            independence,  consistent with Independence  Standards Board ("ISB")
            Standard No. 1 or any  successor  provision,  and to review such and
            take appropriate action to satisfy itself of the independence of the
            independent auditors;

      f.    To review and evaluate the lead partner of the  independent  auditor
            team and oversee the rotation of the audit  engagement team partners
            as required by law and the applicable  rules and  regulations of the
            SEC;

      g.    To meet with Trust management and the Trust's independent  auditors,
            including  private   meetings,   as  necessary  (i)  to  review  the
            arrangements  for and  scope of the  annual  audit  and any  special
            audits;  (ii) to discuss  any  matters of  concern  relating  to the
            Trust's  financial  statements,  including any  adjustments  to such
            statements  recommended  by the  auditors,  or other results of said
            audit(s);  (iii) to consider the auditors'  comments with respect to
            the Trust's financial  policies,  procedures and internal accounting
            controls and management's  responses thereto; and (iv) to review the
            form of opinion the auditors  propose to render to the full Board of
            Trustees and Participants;

      h.    To receive, review and discuss reports from the independent auditors
            on (i) all critical  accounting  policies and  practices to be used;
            (ii) all alternative  accounting treatments of financial information
            within  generally  accepted  accounting  principles  that  have been
            discussed with management, including the ramifications of the use of
            such  alternative  treatments  and  disclosures  and  the  treatment
            preferred  by the  independent  auditors;  and (iii) other  material
            written  communications  between the independent  auditors and Trust
            management;

      i.    To request from Trust  management such information as the members of
            the  Audit   Committee  deem  necessary  and   appropriate  for  the
            fulfillment  of their  duties and powers  under this  Charter and to
            meet with Trust


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            management,  including private meetings, to discuss such information
            or such other  matters as the  members of the Audit  Committee  deem
            necessary and appropriate;

      j.    To consider  the effect upon the Trust of any changes in  accounting
            principles  or  practices   proposed  by  Trust  management  or  the
            auditors;

      k.    To review the fees charged by the  auditors for audit and  non-audit
            services;

      l.    To investigate  improprieties  or suspected  improprieties  in Trust
            operations;

      m.    To report its  activities to the full Board of Trustees on a regular
            basis and to make such recommendations with respect to the above and
            other matters as the Committee may deem necessary or appropriate.

5.    The  Committee  shall  meet on a regular  basis and is  empowered  to hold
      special meetings as circumstances require.

6.    A majority of the members of the Committee shall constitute a quorum.  The
      Committee may take action by unanimous written consent.

7.    The Committee shall regularly meet with the chief  accounting  officer and
      with the internal auditors, if any, of the Trust.

8.    The  Committee  shall have the  resources  and  authority  appropriate  to
      discharge its responsibilities,  including the authority to retain special
      counsel and other experts or consultants at the expense of the Trust.  The
      Committee  shall  propose  a budget  for such  expenses  to the  Executive
      Committee prior to incurring such expenses.

9.    The  Committee  shall review this Charter at least  annually and recommend
      any  changes  to the full  Board of  Trustees.

10.   The Committee shall maintain minutes of each of its meetings.

11.   The Trust shall maintain and preserve  permanently in an easily accessible
      place a copy of this Charter and any modifications to this Charter.


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