UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 10-Q


(Mark One)

[X]    QUARTERLY  REPORT  PURSUANT  TO  SECTION  13 OR 15(d)  OF  THE SECURITIES
       EXCHANGE ACT OF 1934


For the quarterly period ended December 31, 2005


                                                        OR


[  ]   TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR 15(d)  OF THE SECURITIES
       EXCHANGE ACT OF 1934


                         COMMISSION FILE NUMBER 0-24652

                          FREEDOM TAX CREDIT PLUS L.P.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)



                    Delaware                                      13-3533987
------------------------------------------------             -------------------
(State or other jurisdiction of incorporation or               (I.R.S. Employer
                 organization)                               Identification No.)

     625 Madison Avenue, New York, New York                         10022
------------------------------------------------             -------------------
    (Address of principal executive offices)                      (Zip Code)



Registrant's telephone number, including area code (212) 317-5700


       Indicate by check mark whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]


       Indicate by check mark  whether  the  registrant  is a large  accelerated
filer,  an accelerated  filer,  or a  non-accelerated  filer.  See definition of
"accelerated  filer and large  accelerated  filer" in Rule 12b-2 or the Exchange
Act. (Check one):

Large accelerated filer [  ]   Accelerated filer [  ]  Non-accelerated filer [X]


       Indicate  by  check  mark  whether  the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes  [  ]  No  [X]

<PAGE>
                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

                          FREEDOM TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                  December 31,     March 31,
                                                                      2005            2005
                                                                  ------------    ------------
                                                                  (Unaudited)      (Audited)
<S>                                                               <C>             <C>
ASSETS

   Property and equipment - (at cost, net of accumulated
     depreciation of $69,729,354 and $68,560,673, respectively)   $ 70,477,153    $ 76,216,658
   Cash and cash equivalents                                         2,328,895       2,150,450
   Cash held in escrow                                               5,749,234       5,549,963
   Deferred costs (net of accumulated amortization of
     $2,225,178 and $2,098,661, respectively)                          601,247         727,764
   Other assets                                                      1,733,930       1,329,483
                                                                  ------------    ------------

Total Assets                                                      $ 80,890,459    $ 85,974,318
                                                                  ============    ============

LIABILITIES AND PARTNERS' DEFICIT

Liabilities
   Mortgage notes payable                                         $ 62,722,625    $ 65,119,347
   Accounts payable and other liabilities                            3,689,523       2,455,386
   Due to local general partners and affiliates                      3,572,646       3,628,588
   Due to general partners and affiliates (Note 2)                   9,501,902       8,853,092
                                                                  ------------    ------------

Total Liabilities                                                   79,486,696      80,056,413
                                                                  ------------    ------------

Minority interests                                                   7,237,577       8,040,807
                                                                  ------------    ------------

Commitments and contingencies (Note 6)

Partners' Deficit:
   Limited partners (72,896 Beneficial Assignment
     Certificates ("BACs") issued and outstanding)                  (5,094,830)     (1,421,027)
   General partners                                                   (738,984)       (701,875)
                                                                  ------------    ------------

Total Partners' Deficit                                             (5,833,814)     (2,122,902)
                                                                  ------------    ------------

Total Liabilities and Partners' Deficit                           $ 80,890,459    $ 85,974,318
                                                                  ============    ============
</TABLE>

The  accompanying  notes are an integral  part of these  condensed  consolidated
financial statements.

                                       2
<PAGE>
                          FREEDOM TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                          Three Months Ended               Nine Months Ended
                                                              December 31,                    December 31,
                                                      ----------------------------    ----------------------------
                                                         2005            2004*            2005            2004*
                                                      ------------    ------------    ------------    ------------
<S>                                                   <C>             <C>             <C>             <C>
Operations:

Revenues
Rental income                                         $  3,660,438    $  3,589,055    $ 10,903,314    $ 10,922,320
Other                                                      356,300         376,402       1,099,835       1,105,192
                                                      ------------    ------------    ------------    ------------
                                                         4,016,738       3,965,457      12,003,149      12,027,512
                                                      ------------    ------------    ------------    ------------

Expenses
General and administrative                                 817,494         767,777       2,214,852       2,057,451
General and administrative-related parties (Note 2)        497,464         454,610       1,470,579       1,369,982
Repairs and maintenance                                    704,182         650,173       2,395,567       2,225,007
Operating and other                                        323,461         307,167       1,188,698       1,096,043
Real estate taxes                                          255,087         232,403         769,177         702,194
Insurance                                                  156,917         184,320         559,968         584,773
Interest                                                 1,069,415       1,082,059       3,145,336       3,225,957
Depreciation and amortization                            1,192,375       1,196,799       3,616,572       3,622,939
                                                      ------------    ------------    ------------    ------------

Total expenses from operations                           5,016,395       4,875,308      15,360,749      14,884,346
                                                      ------------    ------------    ------------    ------------

Loss from continuing operations before minority
  interest and discontinued operations                    (999,657)       (909,851)     (3,357,600)     (2,856,834)

Minority interest in loss of subsidiaries from
  continuing operations                                      8,336           8,823          31,676          26,502
                                                      ------------    ------------    ------------    ------------

Loss from continuing operations                           (991,321)       (901,028)     (3,325,924)     (2,830,332)

Discontinued Operations:
Net loss from discontinued operations (including
  minority interest) (Note 4)                                    0         (19,743)       (384,988)        (77,415)
                                                      ------------    ------------    ------------    ------------
Net loss                                              $   (991,321)   $   (920,771)   $ (3,710,912)   $ (2,907,747)
                                                      ============    ============    ============    ============

Net loss from continuing operations - limited
  partners                                            $   (981,408)   $   (892,017)   $ (3,292,665)   $ (2,802,029)
Net loss from discontinued operations (including
  minority interest) - limited partners                          0         (19,546)       (381,138)        (76,641)
                                                      ------------    ------------    ------------    ------------
Net loss - limited partners                           $   (981,408)   $   (911,563)   $ (3,673,803)   $ (2,878,670)
                                                      ============    ============    ============    ============

Number of BACs outstanding                                  72,896          72,896          72,896          72,896
                                                      ============    ============    ============    ============

Net loss from continuing operations per BAC           $     (13.46)   $     (12.24)   $     (45.17)   $     (38.44)
Net loss from discontinued operations per BAC                    0            (.27)          (5.23)          (1.05)
                                                      ------------    ------------    ------------    ------------

Net loss per BAC                                      $     (13.46)   $     (12.51)   $     (50.40)   $     (39.49)
                                                      ============    ============    ============    ============
</TABLE>

* Reclassified for comparative purposes.

The  accompanying  notes are an integral  part of these  condensed  consolidated
financial statements.

                                       3
<PAGE>
                          FREEDOM TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED STATEMENT OF CHANGES
                              IN PARTNERS' DEFICIT
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                         Limited        General
                                           Total         Partners       Partners
                                        -----------    -----------    -----------
<S>                                     <C>            <C>            <C>
Partners' deficit - April 1, 2005       $(2,122,902)   $(1,421,027)   $  (701,875)

Net loss                                 (3,710,912)    (3,673,803)       (37,109)
                                        -----------    -----------    -----------

Partners' deficit - December 31, 2005   $(5,833,814)   $(5,094,830)   $  (738,984)
                                        ===========    ===========    ===========
</TABLE>

The  accompanying  notes are an integral  part of these  condensed  consolidated
financial statements.

                                       4
<PAGE>
                          FREEDOM TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                      Nine Months Ended
                                                                                         December 31,
                                                                                  --------------------------
                                                                                     2005            2004
                                                                                  -----------    -----------
<S>                                                                               <C>            <C>
Cash flows from operating activities:

Net loss                                                                          $(3,710,912)   $(2,907,747)

Adjustments to reconcile net loss to net cash provided by operating activities:

   Loss on sale of limited partnership interest                                        39,253              0
   Loss on impairment of fixed assets                                                 555,000              0
   Depreciation and amortization                                                    3,693,179      3,744,596
   Minority interest in loss of subsidiaries                                         (254,971)       (28,069)
   Increase in cash held in escrow                                                   (600,775)      (571,874)
   Increase in other assets                                                          (439,019)      (296,433)
   Increase in accounts payable and other liabilities                               1,416,162        571,616
   Increase in due to general partners and affiliates                                 687,660        751,534
   Increase in due to local general partners and affiliates                           167,901         64,046
   Decrease in due to local general partners and affiliates                          (136,808)      (135,767)
                                                                                  -----------    -----------

Net cash provided by operating activities                                           1,416,670      1,191,902
                                                                                  -----------    -----------

Cash flows from investing activities:

   Acquisition of property and equipment                                             (197,496)      (310,412)
                                                                                  -----------    -----------

Net cash used in investing activities                                                (197,496)      (310,412)
                                                                                  -----------    -----------

Cash flows from financing activities:

   Repayments of mortgage notes                                                      (935,717)      (841,240)
   Decrease in capitalization of consolidated subsidiaries attributable
     to minority interest                                                            (105,012)      (105,624)
                                                                                  -----------    -----------

Net cash used in financing activities                                              (1,040,729)      (946,864)
                                                                                  -----------    -----------

Net increase (decrease) in cash and cash equivalents                                  178,445        (65,374)

Cash and cash equivalents at beginning of period                                    2,150,450      2,492,636
                                                                                  -----------    -----------

Cash and cash equivalents at end of period                                        $ 2,328,895    $ 2,427,262
                                                                                  ===========    ===========

Supplemental disclosure of cash flow information:
Cash paid during period for interest                                              $ 2,920,101    $ 3,063,958
                                                                                  ===========    ===========
</TABLE>

See Note 4 for cash flows from discontinued operations.

The  accompanying  notes are an integral  part of these  condensed  consolidated
financial statements.


                                       5
<PAGE>
                          FREEDOM TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2005
                                   (Unaudited)


Note 1 - General

The condensed  consolidated financial statements include the accounts of Freedom
Tax  Credit  Plus  L.P.  ("the  Partnership")  and  42  subsidiary  partnerships
("subsidiaries", "subsidiary partnerships" or "Local Partnerships") in which the
Partnership is a limited partner.  Through the rights of the Partnership  and/or
an affiliate of Related Freedom Associates L.P., a Delaware limited  partnership
and  Freedom GP Inc.,  a Delaware  corporation  (each a  "General  Partner"  and
collectively,  the  "General  Partners"),  which  affiliate  has  a  contractual
obligation to act on behalf of the Partnership, to remove the general partner of
the  subsidiary  partnership  (each a "Local General  Partner"),  and to approve
certain  major  operating  and  financial  decisions,   the  Partnership  has  a
controlling  financial  interest in the Local  Partnerships.  As of December 31,
2005, the  Partnership  has sold its Limited  Partnership  Interest in one Local
Partnership (see Note 3). Subsequently, on January 4, 2006 and January 18, 2006,
the  Partnership   sold  its  limited   partnership   interest  in  three  Local
Partnerships (see Note 7).

The  Partnership's  fiscal  quarter ends on December 31. All  subsidiaries  have
fiscal  quarters  ending  September 30 in order to allow  adequate  time for the
subsidiaries' financial statements to be prepared and consolidated.  Accounts of
the subsidiaries have been adjusted for intercompany transactions from October 1
through December 31.

All   intercompany   accounts  and   transactions   have  been   eliminated   in
consolidation.

Increases  (decreases)  in  the  capitalization  of  consolidated   subsidiaries
attributable to minority  interest arise from cash  contributions  from and cash
distributions to the minority interest partners.

Losses  attributable  to minority  interests  aggregated  approximately  $8,000,
$9,000,  $255,000 and $28,000 for the three and nine months  ended  December 31,
2005 and 2004,  respectively.  These amounts include  approximately  $0, $1,000,
$223,000 and $2,000, respectively, which are related to discontinued operations.
The  Partnership's  investment  in each  subsidiary  is  generally  equal to the
respective subsidiary's partners' equity less minority interest capital, if any.

The books and records of the  Partnership are maintained on the accrual basis of
accounting in accordance with accounting  principles  generally  accepted in the
United  States  of  America.  In the  opinion  of the  General  Partners  of the
Partnership,   the  accompanying   unaudited  condensed  consolidated  financial
statements  contain  all  adjustments   (consisting  only  of  normal  recurring
adjustments)   necessary  to  present  fairly  the  financial  position  of  the
Partnership as of December 31, 2005, its results of operations for the three and
nine  months  ended  December  31, 2005 and 2004 and its cash flows for the nine
months ended December 31, 2005 and 2004. However, the operating results and cash
flows for the nine months ended  December 31, 2005 may not be  indicative of the
results for the entire year.

Certain  information  and  note  disclosures   normally  included  in  financial
statements prepared in accordance with accounting  principles generally accepted
in the United States of America have been omitted or condensed.  These condensed
consolidated  financial  statements  should  be read  in  conjunction  with  the
consolidated   financial   statements   and  notes   thereto   included  in  the
Partnership's Annual Report on Form 10-K for the year ended March 31, 2005.


Note 2 - Related Party Transactions

The costs  incurred to related  parties from  operations  for the three and nine
months ended December 31, 2005 and 2004 were as follows:
<TABLE>
<CAPTION>
                                                                    Three Months Ended         Nine Months Ended
                                                                        December 31,              December 31,
                                                                  -----------------------   -----------------------
                                                                     2005         2004*        2005         2004*
                                                                  ----------   ----------   ----------   ----------
<S>                                                               <C>          <C>          <C>          <C>
Partnership management fees (a)                                   $  169,000   $  169,000   $  507,000   $  507,000
Expense reimbursement (b)                                            102,325       58,829      285,181      168,609
Local administrative fee (c)                                          11,800       12,375       36,500       38,125
                                                                  ----------   ----------   ----------   ----------

Total general and administrative-General Partners                    283,125      240,204      828,681      713,734
                                                                  ----------   ----------   ----------   ----------
Property management fees incurred to affiliates of the
  subsidiary partnerships' general partners (d)                      214,339      214,406      641,898      656,248
                                                                  ----------   ----------   ----------   ----------
Total general and administrative-related parties                  $  497,464   $  454,610   $1,470,579   $1,369,982
                                                                  ==========   ==========   ==========   ==========
</TABLE>

* Reclassified for comparative purposes

                                       6
<PAGE>
                          FREEDOM TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2005
                                   (Unaudited)


The costs incurred to related parties from discontinued operations for the three
and nine months ended December 31, 2005 and 2004 were as follows:
<TABLE>
<CAPTION>
                                                                    Three Months Ended         Nine Months Ended
                                                                        December 31,              December 31,
                                                                  -----------------------   -----------------------
                                                                     2005         2004         2005         2004
                                                                  ----------   ----------   ----------   ----------
<S>                                                               <C>          <C>          <C>          <C>
 Local administrative fee (c)                                     $        0   $      625   $    1,250   $    1,875
                                                                  ----------   ----------   ----------   ----------
 Total general and administrative-General Partners                         0          625        1,250        1,875
                                                                  ----------   ----------   ----------   ----------
 Property management fees incurred to affiliates of the Local
   General Partners (d)                                                    0        4,881        7,783       14,645
                                                                  ----------   ----------   ----------   ----------

 Total general and administrative-related parties                 $        0   $    5,506   $    9,033   $   16,520
                                                                  ==========   ==========   ==========   ==========
</TABLE>


(a) The General  Partners are entitled to receive a partnership  management fee,
after payment of all Partnership expenses,  which together with the annual local
administrative  fees,  will not exceed a maximum  of 0.5% per annum of  invested
assets (as defined in the Partnership Agreement),  for administering the affairs
of  the  Partnership.  Subject  to the  foregoing  limitation,  the  partnership
management  fee  will be  determined  by the  General  Partners  in  their  sole
discretion  based upon their  review of the  Partnership's  investments.  Unpaid
Partnership  management fees for any year will be accrued  without  interest and
will be payable  from  working  capital  reserves or to the extent of  available
funds after the Partnership has made  distributions  to the limited partners and
BACs holders of sale or refinancing  proceeds  equal to their  original  capital
contributions  plus a 10% priority return thereon (to the extent not theretofore
paid out of cash flow). Partnership management fees owed to the General Partners
amounting to approximately  $7,391,000 and $6,884,000 were accrued and unpaid as
of  December  31,  2005 and March 31,  2005,  respectively.  Without the General
Partners'  continued  accrual without payment,  the Partnership will not be in a
position to meet its obligations.  The General Partners have continued  allowing
the accrual  without  payment of these  amounts,  but are under no obligation to
continue to do so. The  Partnership is dependent upon the support of the General
Partners and certain of their affiliates in order to meet its obligations at the
Partnership  level.  The General  Partners and these  affiliates  have agreed to
continue such support for the foreseeable future.

(b) The  Partnership  reimburses the General  Partners and their  affiliates for
actual Partnership operating expenses incurred by the General Partners and their
affiliates on the  Partnership's  behalf.  The amount of reimbursement  from the
Partnership is limited by the provisions of the Partnership  Agreement.  Another
affiliate of the General Partners performs asset monitoring for the Partnership.
These   services   include  site  visits  and   evaluations  of  the  subsidiary
partnerships' performance.

(c) Freedom SLP L.P., a special limited partner of the subsidiary  partnerships,
is entitled to receive an annual  local  administrative  fee of up to $2,500 per
year from each subsidiary partnership.

(d) Property  management  fees incurred by subsidiary  partnerships  amounted to
$262,716,  $262,724,  $782,697  and $798,855 for the three and nine months ended
December 31, 2005 and 2004,  respectively.  Of these fees,  $214,339,  $219,287,
$649,681  and  $670,893,   which  include  $0,   $4,881,   $7,783  and  $14,645,
respectively,  relating to discontinued operations,  were incurred to affiliates
of the subsidiary  partnerships'  general partners for the three and nine months
ended December 31, 2005 and 2004, respectively.


Note 3 - Sale of Limited Partnership Interest

The  Partnership  is  currently  in the process of  disposing  of certain of its
investments. As of December 31, 2005, the Partnership has disposed of one of its
42  original  investments.   Subsequently,  on  January  4  and  18,  2006,  the
Partnership sold its limited  partnership  interest in three Local  Partnerships
(see Note 7).

On June 20, 2005, the  Partnership's  limited  partnership  interest in Parkside
Townhomes  ("Parkside")  was sold to the Local  General  Partner  for a purchase
price of $650,000  resulting  in a Local  General  Partner net  distribution  of
approximately $7,000 and a net loss to the Partnership of approximately $39,000.
The purchase  price  consisted of $200,000  paid in cash at closing and $450,000
pursuant to a  promissory  note payable to the  Partnership.  During the quarter
ended June 30, 2005,  in  accordance  with  Statement  of  Financial  Accounting
Standards  No. 144  "Accounting  for the  Impairment  of Disposal of  Long-Lived
Asset" ("SFAS 144"), the Partnership  deemed the building  impaired and wrote it
down to its fair value which  resulted in a loss on impairment of $555,000.  The
sale resulted in the liquidation of Parkside.  As of the sale date, Parkside had
property and equipment,  recorded at a fair value, of approximately  $4,162,000,
accumulated  depreciation  of  approximately  $2,386,000  and  mortgage  debt of
approximately $1,461,000.


Note 4 - Discontinued Operations

The disposal of Parkside  meets the criteria  established  for  recognition as a
discontinued  operation under SFAS 144. SFAS 144 specifically requires that such
amounts must differentiate a component of a business comprised of operations and
cash flows that can be clearly  distinguished  operationally  and for  financial
reporting  purposes,  from the rest of the  entity.  Parkside  is  reflected  as
discontinued  operations in our condensed consolidated statements of operations.
The  following  table  summarizes  the results of operations at Parkside for the
three and nine months ended December 31, 2005 and 2004.

                                       7
<PAGE>
                          FREEDOM TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2005
                                   (Unaudited)


Condensed Consolidated Statements of Discontinued Operations:
<TABLE>
<CAPTION>
                                                                Three Months Ended       Nine Months Ended
                                                                   December 31,             December 31,
                                                              ---------------------    ----------------------
                                                                 2005        2004         2005         2004
                                                              ---------   ---------    ---------    ---------
<S>                                                           <C>         <C>          <C>          <C>
Revenues

Rental income                                                 $       0   $  97,827    $ 189,139    $ 293,443
Other                                                                 0         263       11,124        1,011
Loss on sale of limited partnership interest                          0           0      (39,253)           0
                                                              ---------   ---------    ---------    ---------
Total revenue                                                         0      98,090      161,010      294,454
                                                              ---------   ---------    ---------    ---------

Expenses

General and administrative                                            0       8,566       34,450       51,327
General and administrative-related parties (Note 2)                   0       5,506        9,033       16,520
Repairs and maintenance                                               0      23,696       18,479       66,253
Operating and other                                                   0       9,372       33,334       30,162
Real estate taxes                                                     0      12,891       19,072       38,974
Insurance                                                             0       1,928        5,960        5,771
Interest                                                              0      15,554       17,358       42,772
Depreciation and amortization                                         0      40,719       76,607      121,657
Loss on impairment of fixed assets                                    0           0      555,000            0
                                                              ---------   ---------    ---------    ---------

Total expenses                                                        0     118,232      769,293      373,436
                                                              ---------   ---------    ---------    ---------

Loss before minority interest                                         0     (20,142)    (608,283)     (78,982)
Minority interest in loss of subsidiaries from discontinued
  operations                                                          0         399      223,295        1,567
                                                              ---------   ---------    ---------    ---------
Net loss from discontinued operations                         $       0   $ (19,743)   $(384,988)   $ (77,415)
                                                              =========   =========    =========    =========

Net loss - limited partners from discontinued operations      $       0   $ (19,546)   $(381,138)   $ (76,641)
                                                              =========   =========    =========    =========

Number of BACs outstanding                                       72,896      72,896       72,896       72,896
                                                              =========   =========    =========    =========


Net loss from discontinued operations per BAC                 $       0   $    (.27)   $   (5.23)   $   (1.05)
                                                              =========   =========    =========    =========

<CAPTION>

Cash flows from Discontinued Operations:

                                                                                         Nine Months Ended
                                                                                            December 31,
                                                                                       ----------------------
                                                                                          2005         2004
                                                                                       ---------    ---------
<S>                                                                                    <C>          <C>

Net cash provided by discontinued operating activities                                 $ 811,297   $ 139,011
                                                                                       ---------   ---------

Net cash provided by discontinued investing activities                                 $  25,184   $       0
                                                                                       ---------   ---------

Net cash provided by (used in) discontinued financing activities                       $ 392,481   $ (38,466)
                                                                                       ---------   ---------
</TABLE>

Note 5 - Recent Accounting Pronouncements

In June 2005, the Financial Accounting Standards Board ("FASB") issued Statement
of  Financial  Accounting  Standards  No.  154,  Accounting  Changes  and  Error
Corrections  ("FAS 154"). FAS 154 replaces  Accounting  Principles Board Opinion
No. 20, Accounting Changes and Statement of Financial  Accounting  Standards No.
3,  Reporting  Accounting  Changes  in  Interim  Financial  Statements.  FAS 154
requires   that  a  voluntary   change  in   accounting   principle  be  applied
retrospectively  with all prior period financial statements presented on the new
accounting  principle.  FAS  154  also  requires  that a  change  in  method  of
depreciating  or  amortizing a long-lived  nonfinancial  asset be accounted  for
prospectively  as a change in estimate,  and  correction of errors in previously
issued  financial  statements  should  be  termed  a  restatement.  FAS  154 was
effective for  accounting  changes and correction of errors made in fiscal years
beginning  after  December  15,  2005.  The  adoption  of FAS  154 has not had a
material impact on the Partnership's consolidated results of operations.

                                       8
<PAGE>
                          FREEDOM TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2005
                                   (Unaudited)


In June 2005, the FASB issued Emerging  Issues Task Force No. 04-5,  Determining
Whether a General  Partner,  or the  General  Partners  as a Group,  Controls  a
Limited  Partnership  or Similar  Entity When the Limited  Partners Have Certain
Rights ("EITF No. 04-5").  EITF No. 04-5 replaces  counterpart  requirements  in
Statement  of  Position  78-9,   which  provides   guidance  on  accounting  for
investments  in real estate  ventures and limited  partnerships.  Under EITF No.
04-5, the general  partner's  control would be overcome if the limited  partners
have  either  "kick-out   rights"-  the  right  to  dissolve  or  liquidate  the
partnership  or  otherwise   remove  the  general  partner  "without  cause"  or
"participating  rights" - the right to  effectively  participate  in significant
decisions  made  in the  ordinary  course  of the  Partnership's  business.  The
kick-out  rights and the  participating  rights must be  substantive in order to
overcome the general  partner's  control.  EITF No. 04-5 is now  effective.  The
adoption  of EITF No.  04-5 has not had a  material  effect on the  consolidated
results of operations.


Note 6 - Commitments and Contingencies

Washington Brooklyn
-------------------

In or about  September  2003,  two  putative  mortgagees  commenced  a  mortgage
foreclosure  action in the Supreme Court of the State of New York,  Kings County
(the  "Court"),  entitled  150 BEACH 120th  STREET INC. V.  WASHINGTON  BROOKLYN
LIMITED  PARTNERSHIP,  Index No. 35255/2003,  seeking to foreclose on an alleged
$100,000 loan and mortgage  against the real property (the "Apartment  Complex")
owned by Washington Brooklyn Limited Partnership ("Washington"). Apparently, the
former general partner of Washington,  BUFNY Houses of Brooklyn, Inc. ("BUFNY"),
allegedly  granted two mortgages in the amounts of $225,000 and $100,000 secured
by the Apartment  Complex.  Each of the foregoing  mortgages was granted without
the  knowledge of Freedom  SLP,  L.P.  (the  "Special  Limited  Partner") or the
Partnership  (collectively  the  "Freedom  LPs") or the  consent of the  Special
Limited Partner,  as required by Washington's  Amended and Restated Agreement of
Limited Partnership (the "Washington  Partnership  Agreement").  The Freedom LPs
believe  that BUFNY did not use the  alleged  loan  proceeds  for the benefit of
Washington or the Apartment  Complex.  For these and other reasons,  the Freedom
LPs contend that the alleged mortgages are invalid.

In addition, BUFNY allegedly failed to comply with the terms of either mortgage,
which resulted in the holders of the alleged  $100,000  mortgage  commencing the
foreclosure  proceedings.  BUFNY did not appear in or  otherwise  respond to the
foreclosure  proceedings.  The holders of the alleged $225,000 mortgage have not
yet, to the knowledge of the Freedom LPs, commenced any foreclosure proceedings.

Shortly  after the Freedom LPs became  aware of these  foreclosure  proceedings,
their counsel  contacted  counsel for the plaintiffs and mortgagees in an effort
to learn more about the alleged  mortgages and to resolve the disputes  relating
to the mortgages.  When those efforts failed,  the Freedom LPs filed a motion to
intervene  in the  foreclosure  action  and for  leave to file a late  answer on
behalf of themselves and Washington.  The Freedom LPs contend that the mortgages
are  invalid  and that  Washington  is not  liable  for  them or the  underlying
indebtedness. In an order dated September 7, 2004, the Court granted the Freedom
LPs' motion to intervene and to file a late answer on behalf of the Partnership.

On or about September 21, 2004, the Freedom LPs, on behalf of themselves and the
Partnership,  served an  answer,  counterclaims  and  crossclaims  in  defending
against the action. The answer denied the material  allegations of the complaint
and asserted certain affirmative defenses,  counterclaims and crossclaims. Among
other  things,  the Freedom LPs, on behalf of  themselves  and the  Partnership,
added  The  Levites  Organization,  one of the two  co-holders  of the  $225,000
mortgage for which the  plaintiffs'  complaint did not seek  foreclosure,  as an
additional  counterclaim  defendant,  and the Freedom LPs asserted that both the
$100,000 and $225,000 mortgages are invalid and void AB INITIO.

After obtaining discovery from the putative mortgagees,  the Partnership and the
Freedom LPs on July 12, 2005 made a motion for summary  judgment  dismissing the
complaint and declaring the mortgages  invalid and void ab initio.  The putative
mortgagees  cross-moved for summary  judgment  declaring the mortgages valid and
enforceable.  Subsequently,  by decision dated January 3, 2006, the Court denied
both  motions,  finding  that  questions  of  fact  exist  for  trial  as to the
reasonableness of the putative mortgagees' reliance on BUFNY.

The parties are currently  engaged in settlement  negotiations.  If a settlement
cannot be reached, the Freedom LPs intend to appeal the January 3, 2006 decision
and to defend the action  and  prosecute  their  counterclaims  and  crossclaims
vigorously.  The final  outcome of this case,  however,  cannot be determined at
this  time.   If  the  Court  were  to  reject  the  Freedom  LPs  defenses  and
counterclaims,  then  it  is  possible  that  the  Apartment  Complex  might  be
foreclosed upon and the Partnership might lose its title to and interests in the
Apartment Complex. In the event of a foreclosure, Washington would be subject to
the recapture of a portion of its housing tax credits ("Tax  Credits")  based on
its 15-year  compliance  period  ("Compliance  Period").  However,  Washington's
Compliance  Period expired on December 31, 2005,  and therefore,  Washington can
not be subject to tax credit recapture.

In  addition,  due to BUFNY's  breach of  fiduciary  duties and  breaches of the
Washington  Partnership  Agreement,  the Special Limited  Partner  exercised its
rights  under  the   Washington   Partnership   Agreement  to  remove  BUFNY  as
Washington's  general  partner and to substitute  itself as the new  replacement
general partner, effective April 26, 2004.

Other
-----

The Partnership has identified three properties located in the areas affected by
Hurricane Katrina in September of 2005 that sustained major damage. All three of
the properties are close to the end of their tax credit  Compliance  Periods and
have third-party  debt. The Partnership is determining  their level of insurance
coverage. Currently the Partnership does not expect that there will be financial
exposure related to these properties.

                                       9
<PAGE>
                          FREEDOM TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2005
                                   (Unaudited)


The  Partnership is subject to risks  incident to potential  losses arising from
the management and ownership of improved real estate.  The  Partnership can also
be affected by poor economic conditions  generally,  however no more than 20% of
the properties are located in any single state. There are also substantial risks
associated with owning properties receiving government  assistance,  for example
the  possibility  that  Congress  may not  appropriate  funds to enable the U.S.
Department of Housing and Urban  Development  ("HUD") to make rental  assistance
payments.  HUD also  restricts  annual cash  distributions  to partners based on
operating  results and a  percentage  of the owners'  equity  contribution.  The
Partnership cannot sell or substantially liquidate its investments in subsidiary
partnerships  during the period that the subsidy  agreements  are in  existence,
without  HUD's  approval.  Furthermore  there  may  not  be  market  demand  for
apartments at full market rents when the rental assistance contract expires.


Note 7 - Subsequent Events

On January 4, 2006, the Partnership's  limited partnership  interest in The Oaks
Village  Limited  Partnership  ("Oaks  Village")  was sold to the Local  General
Partner for a purchase  price of $75,000,  resulting in a Local General  Partner
contribution  of  approximately  $417,000,  which  will  be  recognized  in  the
Partnership's  Form  10-Q  dated  June 30,  2006.  The sale  will  result in the
liquidation of Oaks Village. As of September 30, 2005, Oaks Village had property
and equipment, at cost, of approximately $2,024,000, accumulated depreciation of
approximately $1,065,000 and mortgage debt of approximately $1,442,000.

On January 4, 2006, the Partnership's limited partnership interest in Greenfield
Village Limited Partnership ("Greenfield Village") was sold to the Local General
Partner for a purchase  price of $75,000,  resulting in a Local General  Partner
contribution  of  approximately  $476,000,  which  will  be  recognized  in  the
Partnership's  Form  10-Q  dated  June 30,  2006.  The sale  will  result in the
liquidation of Greenfield Village. As of September 30, 2005,  Greenfield Village
had property and equipment,  at cost, of approximately  $2,010,000,  accumulated
depreciation  of  approximately  $1,041,000  and mortgage debt of  approximately
$1,449,000.

On January 18, 2006, the Partnership's  limited  partnership  interest in Nelson
Anderson Affordable Housing Limited Partnership  ("Nelson Anderson") was sold to
the Local General Partner for a purchase price of $490,000, resulting in a Local
General Partner distribution of approximately $198,000, which will be recognized
in the Partnership's  Form 10-Q dated June 30, 2006. The sale will result in the
liquidation of Nelson  Anderson.  As of September 30, 2005,  Nelson Anderson had
property  and  equipment,  at cost,  of  approximately  $6,727,000,  accumulated
depreciation  of  approximately  $3,346,000  and mortgage debt of  approximately
$3,187,000.

                                       10
<PAGE>

Item 2. Management's  Discussion and Analysis of Financial Condition and Results
of Operations

Liquidity and Capital Resources
-------------------------------

Certain  statements  contained herein constitute  forward-looking  statements as
such term is defined in Section 27A of the  Securities  Act of 1933, as amended,
and  Section  21E  of  the   Securities   Exchange  Act  of  1934,  as  amended.
Forward-looking  statements  are not  guarantees  of  performance.  They involve
risks,  uncertainties and assumptions.  Our future results,  financial condition
and business may differ materially from those expressed in these forward-looking
statements.  You can find many of these  statements by looking for words such as
"approximates,"   "believes,"  "expects,"   "anticipates,"  "intends,"  "plans,"
"would," "may" or similar  expressions  in this  quarterly  report on Form 10-Q.
These forward-looking statements are subject to numerous assumptions,  risks and
uncertainties.  Many of the factors that will  determine  these items are beyond
our  ability to control or predict.  Factors  that may cause  actual  results to
differ  materially  from those  contemplated by the  forward-looking  statements
include,  but are not limited to,  those set forth in the  Partnership's  Annual
Report on Form 10-K for the year ended March 31, 2005. For these statements, the
Partnership  claims  the  protection  of the  safe  harbor  for  forward-looking
statements contained in the Private Securities Litigation Reform Act of 1995. We
expressly  disclaim any  responsibility  to update  forward-looking  statements,
whether as a result of new information, future events or otherwise. Accordingly,
investors should use caution in relying on forward-looking statements, which are
based on results  and  trends at the time they are made,  to  anticipate  future
results or trends.

The  Partnership's  capital has been  invested in 42 Local  Partnerships.  As of
December 31, 2005, the limited partnership interest in one Local Partnership was
sold. For a discussion of this sale of the Local Partnership,  see Note 3 to the
financial  statements.  Subsequently,  on January 4 and  January 18,  2006,  the
Partnership sold its limited  partnership  interest in three Local  Partnerships
(see Note 7).

Short-Term
----------

The  Partnership's  primary  sources  of funds  included:  (i)  working  capital
reserves;  (ii)  interest  earned on the working  capital  reserves;  (iii) cash
distributions from operations of the Local Partnerships; and (iv) sales proceeds
and  distributions.  Such funds,  although  minimal,  are  available to meet the
obligations of the  Partnership.  During the nine months ended December 31, 2005
and 2004,  distributions from operations of the Local  Partnerships  amounted to
approximately $24,000 and $93,000, respectively.  Additionally,  during the nine
months ended December 31, 2005 and 2004, the Partnership received  approximately
$200,000 and $0, respectively, of proceeds from the sale of an investment.

For the nine months ended  December 31, 2005,  cash and cash  equivalents of the
Partnership and its  consolidated  Local  Partnerships  increased  approximately
$178,000.  This  increase is  attributable  to net cash  provided  by  operating
activities  ($1,417,000)  which  exceeded  acquisition of property and equipment
($197,000),   repayments  of  mortgage  notes   ($936,000)  and  a  decrease  in
capitalization  of consolidated  subsidiaries  attributable to minority interest
($105,000).  Included  in  adjustments  to  reconcile  the net  loss to net cash
provided  by  operating   activities  is   depreciation   and   amortization  of
approximately  ($3,693,000),  loss on sale of  property  ($39,000)  and  loss on
impairment of fixed assets ($555,000).

Total  expenses for the three and nine months ended  December 31, 2005 and 2004,
excluding   depreciation   and   amortization,    interest   and   general   and
administrative-related parties, totaled $2,257,141 and $2,141,840 and $7,128,262
and  $6,665,468,  respectively.  As of  December  31,  2005 and March 31,  2005,
accounts payable and other liabilities totaled $3,689,523 and $2,455,386,  which
are comprised of the following amounts:
<TABLE>
<CAPTION>
                                               December 31,  March 31,
                                                  2005         2005
                                               ----------   ----------
<S>                                            <C>          <C>
Accounts payable                               $1,224,333   $  234,182
Accrued interest payable                        1,726,853    1,484,260
Security deposits payable                         738,337      736,944
                                               ----------   ----------
Total accounts payable and other liabilities   $3,689,523   $2,455,386
                                               ==========   ==========
</TABLE>


Accounts payable are short term  liabilities  which are expected to be paid from
operating cash flows,  working capital balances at the Local Partnership  level,
Local General Partner advances and, in certain circumstances,  advances from the
Partnership.  Because the provisions of the secondary loans defer the payment of
accrued interest of the respective Local Partnerships,  the Partnership believes
it (and the applicable Local Partnerships) has sufficient  liquidity and ability
to generate cash and to meet existing and known or reasonably likely future cash
requirements over both the short and long term.

As  indicated  in  the  above  table,   accrued   interest   payable   comprised
approximately  47% and 60% of the total accounts  payable and other  liabilities
amount at  December  31,  2005 and March 31,  2005,  respectively.  Such  amount
represents the accrued interest on all mortgage loans, which include primary and
secondary loans.  Certain  secondary loans have provisions such that interest is
accrued but not payable until a future date.  The  Partnership  anticipates  the
payment of accrued  interest on the secondary  loans (which make up the majority
of the accrued  interest payable amount and which have been  accumulating  since
the Partnership's  investment in the respective Local  Partnership) will be made
from future refinancings or sales proceeds of the respective Local Partnerships.
In addition,  each Local Partnership's  mortgage notes are collateralized by the
land and buildings of the respective Local Partnership,  and are without further
recourse to the Partnership.

Security  deposits payable are offset by cash held in security  deposits,  which
are included in "Cash held in escrow" on the financial statements.

A  working  capital  reserve  of  approximately   $5,000,   exclusive  of  Local
Partnerships' working capital, remained unused at December 31, 2005.

Long-Term
---------

Partnership  management  fees and  expense  reimbursements  owed to the  General
Partners  amounting to approximately  $7,391,000 and $6,884,000 were accrued and
unpaid as of December  31, 2005 and March 31,  2005,  respectively.  Without the

                                       11
<PAGE>

General   Partners'   continued  accrual  without  payment  of  the  partnership
management  fees,  the  Partnership  will  not  be in a  position  to  meet  its
obligations.  The General  Partners have allowed for the accrual without payment
of a portion of the  partnership  management fees but are under no obligation to
continue to do so. The  Partnership is dependent upon the support of the General
Partners and certain of its  affiliates in order to meet its  obligations at the
Partnership  level.  The General  Partners and these  affiliates  have agreed to
continue such support for the foreseeable future.

For a discussion of contingencies affecting certain Local Partnerships, see Note
6 to the condensed consolidated financial statements. Since the maximum loss the
Partnership  would be liable for is its net investment in the  respective  Local
Partnerships, the resolution of the existing contingencies is not anticipated to
impact  future  results of  operations,  liquidity or  financial  condition in a
material  way.  However,  the  Partnership's  loss of its  investment in a Local
Partnership  may result in  recapture of Tax Credits if the  investment  is lost
before the expiration of the applicable Compliance Period.

Management is not aware of any trends or events,  commitments  or  uncertainties
which have not  otherwise  been  disclosed  that  will,  or are likely to impact
liquidity in a material way.  Management  believes the only impact would be from
laws  that  have not yet been  adopted.  The  portfolio  is  diversified  by the
location of the  properties  around the United States so that if one area of the
country is experiencing  downturns in the economy,  the remaining  properties in
the  Partnership's   portfolio  may  be  experiencing  upswings.   However,  the
geographic  diversification  of the portfolio may not protect  against a general
downturn in the national economy.

The  Partnership  has fully  invested  the  proceeds of its offering in 42 local
partnerships,  all of which have their Tax Credits in place. The Tax Credits are
attached to the property for a period of ten years and are transferable with the
property  during the remainder of such ten year period.  As of December 31, 2002
all the Local  Partnerships  have  completed  their tax credit  periods  and the
Partnership  has met  its  primary  objective  of  generating  Tax  Credits  for
qualified BACs holders.  However, each Local Partnership must continue to comply
with the Tax Credit requirements until the end of the Compliance Period in order
to avoid  recapture  of the Tax  Credits.  The  Compliance  Period ends  between
December 31, 2004 and December 31, 2007 with respect to the Properties depending
upon when the Compliance Period commenced.

Discontinued Operations
-----------------------

During the first  quarter of fiscal year ended March 31, 2006,  the  Partnership
approved a plan to  dispose of  Parkside  and at that time  classified  it as an
asset held for sale. The disposal meets the criteria established for recognition
as a discontinued  operation under SFAS 144. SFAS 144 specifically requires that
such  amounts  must  differentiate  a  component  of  a  business  comprised  of
operations and cash flows that can be clearly  distinguished  operationally  and
for  financial  reporting  purposes,  from the rest of the  entity.  Parkside is
reflected as discontinued operations in our condensed consolidated statements of
operations.  On June 20,  2005,  the  Partnership  sold its Limited  Partnership
Interest in Parkside (see Note 3).

Critical Accounting Policies
----------------------------

In preparing the condensed  consolidated  financial  statements,  management has
made estimates and  assumptions  that affect the reported  amounts of assets and
liabilities at the date of the financial  statements and the reported amounts of
revenues and expenses during the reporting periods.  Actual results could differ
from those  estimates.  Set forth below is a summary of the accounting  policies
that  management  believes  are  critical to the  preparation  of the  condensed
consolidated  financial  statements.  The summary  should be read in conjunction
with  the  more  complete  discussion  of the  Partnership  accounting  policies
included in Note 2 to the consolidated financial statements in the annual report
on Form 10-K for the year ended March 31, 2005.

Property and Equipment
----------------------

Property and  equipment  to be held and used are carried at cost which  includes
the purchase price,  acquisition fees and expenses, and any other costs incurred
in acquiring the  properties.  The cost of property and equipment is depreciated
over their estimated useful lives using accelerated and  straight-line  methods.
Expenditures  for repairs and  maintenance  are charged to expense as  incurred;
major  renewals  and  betterments  are  capitalized.  At the time  property  and
equipment  are  retired  or  otherwise  disposed  of,  the cost and  accumulated
depreciation  are  eliminated  from  the  assets  and  accumulated  depreciation
accounts and the profit or loss on such disposition is reflected in earnings.

In accordance with SFAS 144, the results of discontinued operations are reported
as a separate component of income before extraordinary items on the consolidated
statements  of  operations.  Discontinued  operations  include  the  results  of
operations and any gain or loss recognized for Local Partnerships that have been
disposed of or are held for sale. A gain or loss  recognized  on the disposal is
disclosed  in the notes to the  financial  statements.  Adjustments  to  amounts
previously reported in operations that are directly related to the disposal of a
Local  Partnership  are  reclassified  in the  current  period  as  discontinued
operations  for  comparability  purposes.  Assets  and  liabilities  of a  Local
Partnership that are classified as held for sale are presented separately in the
asset and liability sections, respectively, of the consolidated balance sheets.

A loss on  impairment of assets is recorded when  management  estimates  amounts
recoverable   through  future   operations  and  sale  of  the  property  on  an
undiscounted   basis  are  below  depreciated  cost.  At  that  time,   property
investments  themselves  are reduced to estimated  fair value  (generally  using
discounted cash flows).

During the nine months ended  December 31, 2005,  the  Partnership  has recorded
$555,000 as a loss on impairment of assets or reduction to estimated fair value.
Through December 31, 2005, the Partnership has recorded approximately $4,220,000
as a loss on impairment of assets.

At the time management  commits to a plan to dispose of assets,  said assets are
adjusted to the lower of carrying amount or fair value less costs to sell. These
assets  are  classified  as  property  and  equipment-held  for sale and are not
depreciated.

Revenue Recognition
-------------------

Rental income is earned  primarily under standard  residential  operating leases
and is typically  due the first day of each month,  but can vary by property due
to the terms of the tenant leases.  Rental income is recognized  when earned and
as rents become due and charged to tenants' accounts  receivable if not received
by the due  date.  Rental  payments  received  in  advance  of the due  date are
deferred until earned.  Rental  subsidies are recognized as rental income during
the month in which it is earned.

                                       12
<PAGE>

Other  revenues are  recorded  when earned and consist of the  following  items:
Interest  income  earned on cash and cash  equivalent  balances and cash held in
escrow balances,  income from forfeited security deposits, late charges, laundry
and vending income, and other rental related items.

Results of Operations
---------------------

Three and nine months ended December 31, 2005 as compared to the same periods in
--------------------------------------------------------------------------------
2004
----

The  results of  operations  continued  to be in the form of rental  income with
corresponding  expenses  divided  among  operations,  depreciation  and mortgage
interest.

Rental income  increased  approximately  2% and  decreased  less than 1% for the
three and nine months ended  December 31, 2005 as compared to the  corresponding
periods in 2004.  The  increase  for the three  months was  primarily  due to an
increase in rental  rates at the Local  Partnerships.  The decrease for the nine
months was primarily due to a decrease in occupancy at one Local Partnership due
to fire damage and a reduction of rental rates due to an ongoing vacancy problem
at a second Local Partnership,  partially offset by increases in rental rates at
the other Local Partnerships.

Total expenses, excluding insurance, remained fairly consistent with an increase
of  approximately  4% for both the three and nine months ended December 31, 2005
as compared to the corresponding periods in 2004.

Insurance expenses decreased by approximately  $27,000 and $25,000 for the three
and nine months ended December 31, 2005 as compared to the corresponding periods
in 2004,  primarily due to an  overaccrual  in the second quarter of 2005 at one
Local Partnership and overaccruals in 2004 at two other Local Partnerships.

Item 3.  Quantitative and Qualitative Disclosures about Market Risk

The  Partnership  has  mortgage  notes  that are  payable in  aggregate  monthly
installments including principal and interest at rates varying from 0% to 13.50%
per annum.  The Partnership does not believe there is a material risk associated
with the  various  interest  rates  associated  with the  mortgage  notes as the
majority  of  the  Local  Partnership  mortgage  notes  have  fixed  rates.  The
Partnership currently discloses in Item 8, Note 3 to the consolidated  financial
statements  in the  Partnership's  Annual Report on Form 10-K for the year ended
March 31, 2005, the fair value of the mortgage notes  payable.  The  Partnership
does not have any other market sensitive instruments.

Item 4. Controls and Procedures

(a) EVALUATION OF DISCLOSURE  CONTROLS AND PROCEDURES.  The Principal  Executive
Officer and Principal  Financial Officer of Related Freedom  Associates L.P. and
Freedom G.P. Inc., the general  partners of the  Partnership,  has evaluated the
effectiveness of the Partnership's  disclosure  controls and procedures (as such
term is defined in Rules 13a-15(e) and 15d-15(e)  under the Securities  Exchange
Act of 1934, as amended  ("Exchange  Act")), as of the end of the period covered
by this report. Based on such evaluation, such officer has concluded that, as of
the end of such period, the Partnership's disclosure controls and procedures are
effective.

(b) CHANGES IN INTERNAL CONTROLS OVER FINANCIAL  REPORTING.  There have not been
any changes in Partnership's  internal  control over financial  reporting during
the fiscal quarter to which this report relates that have  materially  affected,
or are  reasonably  likely to  materially  affect,  the  Partnership's  internal
control over financial reporting.

                                       13
<PAGE>

                           PART II. OTHER INFORMATION


Item 1.  Legal Proceedings - See Item I. Financial Statements - Note 6

Item 2.  Changes in Securities and Use of Proceeds - None

Item 3.  Defaults Upon Senior Securities - None

Item 4.  Submission of Matters to a Vote of Security Holders - None

Item 5.  Other Information

         Boesky Resignation
         ------------------
         On November 8, 2005,  CharterMac  announced that Stuart J. Boesky would
         step down as Chief  Executive  Officer and trustee of  CharterMac,  the
         indirect  parent of RCC Manager  LLC, the sole  shareholder  of Related
         Freedom  Associates  Inc.,  the  general  partner  of  Related  Freedom
         Associates  L.P. (the  "Related  General  Partner").  Upon his stepping
         down,  which was  effective on November 15, 2005, he also resigned from
         his  position as Senior Vice  President  of the general  partner of the
         Related General Partner and Executive Vice President of Freedom GP Inc.
         (the  "Freedom  General  Partner").  Mr.  Boesky  will  stay  on  as  a
         consultant to CharterMac  for the next year in order to ensure a smooth
         transition.

         Transfer Procedures
         -------------------
         The Partnership from time to time receives requests by unit holders and
         others to transfer  BACs and/or  limited  partnership  interests.  Such
         requests  may  occur  in   connection   with  tender   offers  for  the
         Partnership's units. Such requests implicate the Partnership's policies
         and  procedures  concerning  transfers  generally  and tender offers in
         particular, which were adopted by the Partnership pursuant to the terms
         of its Partnership Agreement, to ensure compliance with applicable law,
         avoid adverse tax  consequences  for the Partnership and its investors,
         and preserve the Partnership's advantageous tax status.

         In  prior  years,  the  Partnership   relied  on  the  5%  safe  harbor
         established by Internal  Revenue Service  ("IRS")  regulations to avoid
         being characterized as a "publicly-traded partnership" that is taxed as
         a corporation.  The 5% safe harbor,  however,  expired and is no longer
         available as of December 31, 2005.  Accordingly,  the  Partnership  now
         relies on a 2% safe harbor  established  by another IRS  regulation  to
         avoid being  characterized as a  "publicly-traded  partnership" that is
         taxed as a corporation.

         A brief summary of certain of the Partnership's key policies, practices
         and  requirements  with  respect to transfers  and tender  offers is as
         follows:

               o    No  transfer  (whether  for   substitution,   assignment  or
                    otherwise) is effective or binding on the Partnership unless
                    and until it is approved by the General Partners.

               o    No  transfer  will be  approved  unless the  transferor  and
                    transferee  submit  complete and properly  executed forms of
                    the   Partnership's   own   transfer   documentation.    The
                    Partnership does not accept forms of transfer  documentation
                    other  than its own and does not accept  signatures  made by
                    power of attorney in lieu of original  signatures by each of
                    the transferors and transferees.

               o    The  Partnership  will  not  approve  transfers  that in the
                    cumulative aggregate for any tax year exceed the IRS 2% safe
                    harbor, unless a financially responsible person provides the
                    Partnership  and its partners with (i) an indemnity (in form
                    and  substance  in  all  ways   acceptable  to  the  General
                    Partners) for all liability (including,  without limitation,
                    any adverse tax  consequences)  arising  from or relating to
                    exceeding  the 2% safe  harbor and (ii) a legal  opinion (in
                    form and  substance  in all ways  acceptable  to the General
                    Partners) that there will be no adverse tax  consequences to
                    the  Partnership and its partners from exceeding the 2% safe
                    harbor.

               o    It order to avoid the  undesirable  situation of one or more
                    tender offers  consuming  the entire safe harbor  limitation
                    early  in  the  tax  year  and  leaving  the   Partnership's
                    remaining  investors with no liquidity  opportunity  for the
                    rest  of  that  tax  year,  the  Partnership  restricts  the
                    cumulative aggregate total of transfers made pursuant to all
                    tender offers to 1.5% of its  outstanding  units in each tax
                    year,  unless a financially  responsible  person  conducting
                    such  tender  offer   provides  the   Partnership   with  an
                    acceptable indemnity and legal opinion of the type described
                    above. At the end of each tax year, the General Partners, in
                    its  discretion,  may allow the  cumulative  total number of
                    transfers  (including those by tender offer) to reach the 2%
                    safe harbor limit.

               o    The  Partnership  requires  that all  tender  offers for its
                    units be conducted in  accordance  with all  applicable  law
                    including, without limitation, the federal securities laws.

         The  foregoing  is  solely a  summary  of the  Partnership's  policies,
         requirements and practices with respect to transfers and tender offers.
         More  complete  information,  including  a copy  of  the  Partnership's
         transfer documentation package, may be obtained from the Partnership.

                                       14
<PAGE>

Item 6.  Exhibits

         (3A)   The  Partnership's  Amended and  Restated  Agreement  of Limited
                Partnership,  incorporated  herein as an exhibit by reference to
                Exhibit A to the  Partnership's  Prospectus,  dated  February 9,
                1990, as supplemented  by supplements  thereto dated December 7,
                1990,  May 10,  1991,  July 10,  1991  and July 23,  1991 (as so
                supplemented,  the "Prospectus"),  filed with the Securities and
                Exchange  Commission on July 30, 1992, as part of Post-Effective
                Amendment No. 6 to the Partnership's  registration  statement on
                Form S-11, File No. 33-30859 ("Post-Effective Amendment No. 6")

         (3B)   The Partnership's  Certificate of Limited Partnership,  as filed
                with  Secretary  of State of the State of Delaware on August 28,
                1989,  incorporated herein as an exhibit by reference to Exhibit
                (3C) to the Partnership's  registration  statement on Form S-11,
                File No.  33-30859,  as filed with the  Securities  and Exchange
                Commission on September 1, 1989 (the "Initial S-11")

         (10A)  Form  of  Subscription  Agreement,  incorporated  herein  as  an
                exhibit by reference to Exhibit B to the  Prospectus as filed as
                part of Post-Effective Amendment No. 6

         (10B)  Form  of  Purchase  and  Sale   Agreement   pertaining   to  the
                Partnership's   acquisition  of  Local  Partnership   Interests,
                incorporated  herein as an exhibit by reference to Exhibit (10C)
                to the Initial S-11

         (10C)  Form of Amended and Restated Agreement of Limited Partnership of
                Local  Partnerships,   incorporated  herein  as  an  exhibit  by
                reference to Exhibit (10D) to  Pre-Effective  Amendment No. 1 to
                the Partnership's  registration statement on Form S-11, File No.
                33-30859,  as filed with the Securities and Exchange  Commission
                on December 21, 1989

         (10D)  to   Pre-Effective   Amendment   No.  1  to  the   Partnership's
                registration statement on Form S-11, File No. 33-30859, as filed
                with the Securities and Exchange Commission on December 21, 1989


         (31.1) Certification Pursuant to Rule 13a-14(a) or Rule 15d-14(a)

         (32.1) Certification  Pursuant to Rule  13a-14(b) or Rule 15d-14(b) and
                Section  1350 of Title 18 of the United  States  Code (18 U.S.C.
                1350)

                                       15
<PAGE>

                                   SIGNATURES


Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on its
behalf by the undersigned thereunto duly authorized.


                          FREEDOM TAX CREDIT PLUS L.P.
                          ----------------------------
                                  (Registrant)


                                    By: RELATED FREEDOM ASSOCIATES L.P.,
                                            a General Partner


                                       By: RELATED FREEDOM ASSOCIATES INC.,
                                           General Partner


Date: February 6, 2006
      ----------------

                                           By:  /s/ Alan P. Hirmes
                                                ------------------
                                                Alan P. Hirmes,
                                                Director and President
                                                (Principal Executive Officer and
                                                Principal Financial Officer)


Date: February 6, 2006
      ----------------

                                           By:  /s/ Glenn F. Hopps
                                                ------------------
                                                Glenn F. Hopps,
                                                Treasurer (Principal Accounting
                                                Officer)


                                       and


                                       By: FREEDOM GP INC.,
                                           a General Partner


Date: February 6, 2006
      ----------------

                                           By:  /s/ Alan P. Hirmes
                                                ------------------
                                                Alan P. Hirmes,
                                                Director and President
                                                (Principal Executive Officer and
                                                Principal Financial Officer)


Date: February 6, 2006
      ----------------

                                           By:  /s/ Glenn F. Hopps
                                                ------------------
                                                Glenn F. Hopps,
                                                Treasurer (Principal Accounting
                                                Officer)



<PAGE>
                                                                    Exhibit 31.1


                         CERTIFICATION PURSUANT TO RULE
                           13a-14(a) OR RULE 15d-14(a)


I, Alan P. Hirmes,  Principal  Executive Officer and Principal Financial Officer
of Related Freedom Associates L.P. and Freedom GP Inc. (the "General Partners"),
each of which is a  general  partner  of  Freedom  Tax  Credit  Plus  L.P.  (the
"Partnership"), certify that:

     1.  I have  reviewed  this  quarterly  report on Form  10-Q for the  period
         ending December 31, 2005 of the Partnership;

     2.  Based  on my  knowledge,  this  report  does  not  contain  any  untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances  under which
         such  statements  were made, not misleading  with respect to the period
         covered by this report;

     3.  Based on my knowledge,  the financial  statements,  and other financial
         information  included in this  report,  fairly  present in all material
         respects the financial condition,  results of operations and cash flows
         of the  Partnership  as of,  and for,  the  periods  presented  in this
         report;

     4.  I am responsible for establishing and maintaining  disclosure  controls
         and  procedures  (as  defined  in  Exchange  Act  Rules  13a-15(e)  and
         15d-15(e)) and internal control over financial reporting (as defined in
         Exchange Act Rules  13a-15(f) and  15d-15(f)) for the  Partnership  and
         have:

         a) designed such  disclosure  controls and  procedures,  or caused such
         disclosure controls and procedures to be designed under my supervision,
         to  ensure  that  material  information  relating  to the  Partnership,
         including its consolidated subsidiaries,  is made known to me by others
         within  those  entities,  particularly  during the period in which this
         report is being prepared;

         b) designed such internal control over financial  reporting,  or caused
         such internal control over financial  reporting to be designed under my
         supervision,  to provide reasonable assurance regarding the reliability
         of financial reporting and the preparation of financial  statements for
         external  purposes in accordance  with  generally  accepted  accounting
         principles;

         c) evaluated the effectiveness of the Partnership's disclosure controls
         and procedures  and presented in this report my  conclusions  about the
         effectiveness of the disclosure controls and procedures,  as of the end
         of the period covered by this report based on such evaluation; and

         d)  disclosed in this report any change in the  Partnership's  internal
         control over financial reporting that occurred during the Partnership's
         most  recent  fiscal  quarter  that  has  materially  affected,  or  is
         reasonably  likely to materially  affect,  the  Partnership's  internal
         control over financial reporting; and

     5.  I have  disclosed,  based  on my most  recent  evaluation  of  internal
         control over financial reporting,  to the Partnership's auditors and to
         the boards of directors of the General Partners:

         a) all significant  deficiencies and material  weaknesses in the design
         or operation of internal  control over  financial  reporting  which are
         reasonably  likely to  adversely  affect the  Partnership's  ability to
         record, process, summarize and report financial information; and

         b) any fraud,  whether or not  material,  that  involves  management or
         other  employees  who  have a  significant  role  in the  Partnership's
         internal control over financial reporting.



         Date: February 6, 2006
               ----------------


                                             By: /s/ Alan P. Hirmes
                                                 ------------------
                                                 Alan P. Hirmes,
                                                 Principal Executive Officer and
                                                 Principal Financial Officer

<PAGE>
                                                                    Exhibit 32.1


                            CERTIFICATION PURSUANT TO
                      RULE 13a-14(b) OR RULE 15d-14(b) AND
                         SECTION 1350 OF TITLE 18 OF THE
                       UNITED STATES CODE (18 U.S.C. 1350)


In  connection  with the  Quarterly  Report of Freedom Tax Credit Plus L.P. (the
"Partnership") on Form 10-Q for the period ended December 31, 2005 as filed with
the  Securities  and  Exchange  Commission  ("SEC")  on  the  date  hereof  (the
"Report"),  I,  Alan  P.  Hirmes,  Principal  Executive  Officer  and  Principal
Financial  Officer of Related Freedom  Associates L.P. and Freedom GP Inc., each
of which is the  general  partner of the  Partnership,  certify,  pursuant to 18
U.S.C.  Section 1350, as adopted  pursuant to Section 906 of the  Sarbanes-Oxley
Act of 2002, that:


       (1) The Report fully complies with the  requirements  of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and


       (2) The  information  contained  in the Report  fairly  presents,  in all
material  respects,  the  financial  condition  and result of  operations of the
Partnership.


A signed  original of this  written  statement  required by Section 906 has been
provided  to the  Partnership  and  will  be  retained  by the  Partnership  and
furnished to the SEC or its staff upon request.


By: /s/ Alan P. Hirmes
    ------------------
    Alan P. Hirmes,
    Principal Executive Officer and Principal Financial Officer
    February 6, 2006