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 June 30, 2002

                                       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                      (I.R.S. Employer
incorporation or 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)421-5333


     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 ____


<PAGE>


                         PART I - Financial Information
Item 1.  Financial Statements

                          FREEDOM TAX CREDIT PLUS L.P.
                          AND CONSOLIDATED PARTNERSHIPS
                           CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                   ===========      ===========
                                                     June 30,         March 31,
                                                       2002             2002
                                                   -----------      -----------
<S>                                                <C>              <C>
ASSETS

Property and equipment - (at cost,
  net of accumulated depreciation
  of $55,392,956 and $54,178,153,
  respectively)                                    $87,182,859      $88,272,567
Cash and cash equivalents                            2,204,395        1,833,843
Investment in marketable securities                    106,732          109,005
Cash held in escrow                                  4,579,041        4,671,259
Deferred costs (net of accumulated
  amortization of $1,705,918
  and $1,655,647, respectively)                      1,236,021        1,286,292
Other assets                                         1,231,257        1,002,139
                                                   -----------      -----------

Total Assets                                       $96,540,305      $97,175,105
                                                   ===========      ===========
</TABLE>

                                       2
<PAGE>
                          FREEDOM TAX CREDIT PLUS L.P.
                          AND CONSOLIDATED PARTNERSHIPS
                           CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)
                                   (continued)

<TABLE>
<CAPTION>
                                                   ===========      ===========
                                                     June 30,         March 31,
                                                       2002             2002
                                                   -----------      -----------
<S>                                                <C>              <C>
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

Liabilities:
  Mortgage notes payable                           $67,833,543      $68,063,227
  Accounts payable and other
   liabilities                                       2,123,788        1,649,957
  Due to local general partners and
   affiliates                                        3,742,942        3,819,933
  Due to general partners and
   affiliates (Note 2)                               6,289,297        6,020,763
                                                   -----------      -----------

Total Liabilities                                   79,989,570       79,553,880
                                                   -----------      -----------

Minority interests                                   7,990,244        8,015,243
                                                   -----------      -----------

Partners' Capital (Deficit):
  Limited partners (72,896 BACs
   issued and outstanding)                           9,153,679       10,186,465
  General partners                                    (595,060)        (584,628)
  Accumulated other comprehensive
   income:
  Unrealized gain on marketable
   securities                                            1,872            4,145
                                                   -----------      -----------

Total Partners' Capital (Deficit)                    8,560,491        9,605,982
                                                   -----------      -----------

Total Liabilities and Partners'
  Capital (Deficit)                                $96,540,305      $97,175,105
                                                   ===========      ===========
</TABLE>

          See accompanying notes to consolidated financial statements.

                                       3

<PAGE>

                          FREEDOM TAX CREDIT PLUS L.P.
                          AND CONSOLIDATED PARTNERSHIPS
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                        Three Months Ended
                                                             June 30,
                                                   ----------------------------
                                                      2002              2001
                                                   ----------------------------

<S>                                                <C>              <C>
Revenues
Rental income                                      $ 3,510,661      $ 3,375,890
Other                                                  290,513          339,617
                                                   -----------      -----------

Total revenues                                       3,801,174        3,715,507
                                                   -----------      -----------

Expenses
General and administrative                             713,346          742,729
General and administrative-
  related parties (Note 2)                             428,139          366,433
Operating and other                                    357,771          400,979
Repairs and Maintenance                                572,343          502,284
Real estate taxes                                      251,172          251,486
Insurance                                              125,204          105,836
Financial                                            1,142,157        1,154,474
Depreciation and amortization                        1,265,074        1,285,523
                                                   -----------      -----------

Total expenses                                       4,855,206        4,809,744
                                                   -----------      -----------

Loss before minority interest                       (1,054,032)      (1,094,237)

Minority interest in loss of subsidiaries               10,814           12,089
                                                   -----------      -----------

Net loss                                           $(1,043,218)     $(1,082,148)
                                                   ===========      ===========

Net loss - limited partners                        $(1,032,786)     $(1,071,327)
                                                   ===========      ===========

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

Net loss per BAC                                   $    (14.17)     $    (14.70)
                                                   ===========      ===========
</TABLE>


          See Accompanying Notes to Consolidated Financial Statements.


                                       4
<PAGE>


                          FREEDOM TAX CREDIT PLUS L.P.
                          AND CONSOLIDATED PARTNERSHIPS
        CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                                        Accumulated
                                                                                           Other
                                                            Limited      General       Comprehensive    Comprehensive
                                               Total        Partners     Partners      Income (loss)        Loss
                                            -----------   -----------   -----------    -------------    -------------
<S>                                         <C>           <C>           <C>            <C>              <C>
Partners' capital (deficit) April 1, 2002   $ 9,605,982   $10,186,465   $  (584,628)   $       4,145

Comprehensive Loss:
Net loss - Three months ended
  June 30, 2002                              (1,043,218)   (1,032,786)      (10,432)                    $  (1,043,218)

Net unrealized loss on marketable
  securities                                     (2,273)            0             0           (2,273)          (2,273)
                                            -----------   -----------   -----------    -------------    -------------

Total Comprehensive Loss                                                                                $  (1,045,491)
                                                                                                        =============
Partners' capital (deficit)
  June 30, 2002                             $ 8,560,491   $  9,153,679  $  (595,060)   $       1,872
                                            ===========   ===========   ===========    =============
</TABLE>


          See accompanying notes to consolidated financial statements.



<PAGE>


                          FREEDOM TAX CREDIT PLUS L.P.
                          AND CONSOLIDATED PARTNERSHIPS
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                   ============================
                                                        Three Months Ended
                                                             June 30,
                                                   ----------------------------
                                                      2002              2001
                                                   ----------------------------


<S>                                                <C>              <C>
Cash flows from operating activities:

Net loss                                           $(1,043,218)     $(1,082,148)

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

Depreciation and amortization                        1,265,074        1,285,523
Minority interest in loss of
  subsidiaries                                         (10,814)         (12,089)
Increase in other assets                              (229,118)         (96,139)
Increase in accounts payable
  and other liabilities                                473,831           30,233
Decrease (increase) in cash held
  in escrow                                             92,218          (18,533)
Increase in due to general partners
  and affiliates                                       268,534          295,353
Increase in due to local general
  partners and affiliates                               11,585            7,469
Decrease in due to local general
  partners and affiliates                              (88,576)        (216,338)
                                                   -----------      -----------

Net cash provided by
  operating activities                                 739,516          193,331
                                                   -----------      -----------

Cash flows from investing activities:

Acquisition of property and
  equipment                                           (125,095)         (68,834)
                                                   -----------      -----------

</TABLE>

                                       6
<PAGE>
                          FREEDOM TAX CREDIT PLUS L.P.
                          AND CONSOLIDATED PARTNERSHIPS
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                   (continued)
<TABLE>
<CAPTION>
                                                   ============================
                                                        Three Months Ended
                                                             June 30,
                                                   ----------------------------
                                                      2002              2001
                                                   ----------------------------

<S>                                                <C>              <C>
Cash flows from financing activities:

Repayments of mortgage notes                          (229,684)        (214,278)
Decrease in capitalization of
  consolidated subsidiaries
  attributable to minority interest                    (14,185)          (7,577)
                                                   -----------      -----------

Net cash used in financing
  activities                                          (243,869)        (221,855)
                                                   -----------      -----------

Net increase (decrease) in cash
  and cash equivalents                                 370,552          (97,358)

Cash and cash equivalents at
  beginning of period                                1,833,843        1,671,096
                                                   -----------      -----------

Cash and cash equivalents at
  end of period                                    $ 2,204,395      $ 1,573,738
                                                   ===========      ===========

Supplemental disclosure of cash flow information:
Cash paid during period for interest               $   942,760      $ 1,005,688
                                                   ===========      ===========

</TABLE>

          See accompanying notes to consolidated financial statements.


                                       7
<PAGE>

                          FREEDOM TAX CREDIT PLUS L.P.
                          AND CONSOLIDATED PARTNERSHIPS
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  June 30, 2002
                                   (Unaudited)

Note 1 - General

The 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 a
General Partner,  which affiliate has a contractual  obligation to act on behalf
of the Partnership,  to remove the general partner of the Local Partnerships and
to approve certain major operating and financial decisions,  the Partnership has
a controlling financial interest in the Local Partnerships.

The  Partnership's  fiscal  quarter ends June 30. All  subsidiaries  have fiscal
quarters  ending March 31 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 April 1
through June 30.

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  $11,000 and
$12,000 for the three  months  ended June 30, 2002 and 2001,  respectively.  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  financial  statements  contain  all
adjustments  (consisting  only of normal  recurring  adjustments)  necessary  to
present fairly the financial position of the Partnership as of June 30, 2002 and
the results of operations and its cash flows for the three months ended June 30,
2002 and 2001.  However,  the  operating  results  and cash  flows for the three
months ended June 30, 2002 may not be indicative of the results for the year.

                                       8
<PAGE>

                          FREEDOM TAX CREDIT PLUS L.P.
                          AND CONSOLIDATED PARTNERSHIPS
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  June 30, 2002
                                   (Unaudited)

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
financial statements should be read in conjunction with the financial statements
and notes thereto included in the  Partnership's  Annual Report on Form 10-K for
the year ended March 31, 2002.


Note 2 - Related Party Transactions

The costs  incurred to related  parties for the three months ended June 30, 2002
and 2001 were as follows:

<TABLE>
<CAPTION>
                                                        Three Months Ended
                                                             June 30,
                                                   ----------------------------
                                                      2002              2001
                                                   ----------------------------

<S>                                                <C>              <C>

Partnership management fees (a)                    $   169,000      $   169,000
Expense reimbursement (b)                               52,866           26,250
Local administrative fee (c)                            13,000           13,000
                                                   -----------      -----------

Total general and administrative-
  General Partners                                     234,866          208,250
                                                    ----------      -----------
Property management fees incurred to
  affiliates of the subsidiary partnerships'
  general partners (d)                                 193,273          158,183
                                                   -----------      -----------
Total general and administrative-
  related parties                                  $   428,139      $   366,433
                                                   ===========      ===========
</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

                                       9
<PAGE>

                          FREEDOM TAX CREDIT PLUS L.P.
                          AND CONSOLIDATED PARTNERSHIPS
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  June 30, 2002
                                   (Unaudited)

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  $5,025,000 and $4,856,000 were accrued and unpaid as
of June 30, 2002 and March 31, 2002, 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
$257,142  and  $248,474  for the  three  months  ended  June 30,  2002 and 2001,
respectively. Of these fees $193,273 and $158,183,  respectively,  were incurred
to affiliates of the  subsidiary  partnerships'  general  partners for the three
months ended June 30, 2002 and 2001, respectively.

Impact of New Accounting Standards
----------------------------------

In October 2001, the Financial  Accounting  Standards Board issued  Statement of
Financial  Accounting Standard ("SFAS") No. 144,  "Accounting for the Impairment
or Disposal of Long-Lived Assets". SFAS No. 144 provides accounting guidance for
financial  accounting and reporting for the impairment of disposal of long-lived

                                       10
<PAGE>


                          FREEDOM TAX CREDIT PLUS L.P.
                          AND CONSOLIDATED PARTNERSHIPS
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  June 30, 2002
                                   (Unaudited)

assets.  While  SFAS No.  144  supersedes  SFAS  No.  121,  "Accounting  for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of", it
retains the fundamental provisions of that Statement.  SFAS No. 144 is effective
for fiscal  years  beginning  after  December  15,  2001.  The  adoption of this
standard  as of April 1,  2002 did not  have  any  impact  on the  Partnership's
consolidated financial position or results of operations.

Accounting Standards Issued but not yet Adopted
-----------------------------------------------

The Financial Accounting Standard Board issued SFAS No. SFAS No. 145 "Rescission
of SFAS No. 4, 44 and 64,  Amendment of SFAS No. 13, and Technical  Corrections"
in April 2002 and SFAS No. 146  "Accounting  for Costs  Associated  with Exit or
Disposal  Activities".  SFAS No.  145 and 146 are  effective  for  fiscal  years
beginning after May 15, 2002 and December 31, 2002,  respectively.  The adoption
of these  standards  is not  expected  to have any  impact on the  Partnership's
consolidated financial position or results of operations.


                                       11
<PAGE>

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

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

During the quarter ended June 30, 2002, net cash flow from property  operations,
working capital,  interest earned on working capital and distributions  received
from the Local  Partnerships  represents the primary source of liquidity to fund
distributions,  debt service,  capital  improvements  and non-revenue  enhancing
tenant  improvements.  Our net cash flow from  property  operations is dependent
upon the occupancy level of our properties,  the collectibility of rent from our
tenants, the level of operating and other expenses, and other factors.  Material
changes in these  factors may  adversely  affect our net cash flow from property
operations.  Such changes,  in turn,  would adversely affect our ability to fund
distributions,  debt service,  capital  improvements  and non-revenue  enhancing
tenant improvements. In addition, a material adverse change in our net cash flow
from  operations  may  affect  the  financial  performance  covenants  under our
mortgage  notes  within  each Local  Partnership.  If we fail to meet any of our
financial  performance  covenants,  our  mortgage  notes may  become  due and in
default,  or the interest charged on refinancing the notes may increase.  Either
of these  circumstances  could  adversely  affect our  ability  to fund  working
capital and revenue enhancing tenant improvements, and unanticipated cash needs.

Working capital of approximately $18,000 (unconsolidated) remains as of June 30,
2002.  It is  used  to pay  operating  expenses  of the  Partnership,  including
Partnership  management  fees  payable to the General  Partners  and advances to
Local  Partnerships if warranted.  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.

During the three months ended June 30, 2002 and 2001, the distributions received
from the Local Partnerships approximated $12,000 and $1,000, respectively.  Cash
distributions  from  Local  Partnerships  are  not  expected  to  reach  a level
sufficient to permit cash distributions to BACs holders.  These distributions as
well as the working capital reserves referred to in the preceding  paragraph and
the continued deferral by the General Partners of fees owed to them will be used
to meet the operating expenses of the Partnership.



                                       12
<PAGE>


Partnership   management  fees  owed  to  the  General  Partners   amounting  to
approximately  $5,025,000 and $4,856,000  were accrued and unpaid as of June 30,
2002 and March 31, 2002,  respectively.  Without the General Partners  continued
accrual without payments,  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 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.

During the three months ended June 30, 2002,  cash and cash  equivalents  of the
Partnership  and  its  forty-two   consolidated  Local  Partnerships   increased
approximately  $371,000 due to cash provided by operating activities  ($740,000)
which exceeded acquisitions of property and equipment ($125,000),  a decrease in
capitalization  of consolidated  subsidiaries  attributable to minority interest
($14,000)  and  repayments  of  mortgage  notes  ($230,000).   Included  in  the
adjustments  to reconcile the net loss to cash provided by operating  activities
is depreciation and amortization $1,265,000.

The Partnership's  most critical  accounting policy relates to the evaluation of
the fair value of real estate. Each Local Partnership  evaluates the need for an
impairment  loss on its real estate assets when  indicators  of  impairment  are
present  and the  undiscounted  cash flows are not  sufficient  to  recover  the
asset's carrying  amount.  The impairment loss is measured by comparing the fair
value of the asset to its carrying amount. In addition,  estimates are used when
accounting for the allowance for doubtful accounts, and contingent  liabilities,
among others.  These estimate are susceptible to change and actual results could
differ  from these  estimates.  The  affects of changes in these  estimates  are
recognized in the period they are determined.



                                       13
<PAGE>


Contractual Obligations
-----------------------

As of June 30, 2002, we were subject to the following contractual payment
obligations:
<TABLE>
<CAPTION>

                                        Payments Due by Period
                -------------------------------------------------------------------
                                 Current
Contractual                       fiscal                     After
obligations        Total           year      1-3 years     4-5years       5 years
                -----------     ---------   -----------   -----------   -----------
<S>             <C>           <C>           <C>           <C>           <C>
Mortgage
notes payable   $67,833,543   $   699,123   $ 2,133,062   $ 2,527,373   $62,473,985

</TABLE>

Each Local Partnership's mortgage note payable is collateralized by the land and
buildings of the respective Local  Partnership,  the assignment of certain Local
Partnership's  rents,  leases and  replacement  reserves and is without  further
recourse.

Commitments and Contingencies
-----------------------------

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 24% 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 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.

Except as  described  above,  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  portfolio  may  not  be  affected.  However,  the
geographic  diversification  of the portfolio may not protect  against a general
downturn in the national economy.




                                       14
<PAGE>


For a discussion of  contingencies  affecting a certain Local  Partnership,  see
"Results of Operations of a Certain Local Partnership"  below. Since the maximum
loss the  Partnership  would be liable  for is its net  investment  in the 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  would  eliminate the ability to generate future Housing Tax Credits
from such Local  Partnership  and may also  result in  recapture  of Housing Tax
Credits if the investment is lost before the expiration of the Credit Period.

The  Partnership  has fully  invested  the  proceeds of its offering in 42 Local
Partnerships,  all of which have their Housing Tax Credits in place. The Housing
Tax  Credits  are  attached  to the  project  for a period  of ten years and are
transferable  with the property during the remainder of the ten year period.  If
trends in the real estate market warranted the sale of a property, the remaining
Housing Tax Credits would transfer to the new owner,  thereby adding significant
value to the property on the market.

Related Party Transactions and Transactions with General Partners and Affiliates
--------------------------------------------------------------------------------

The Local General Partners may from time to time advance the Local  Partnerships
money to fund certain  property  costs.  These  advances are to be repaid to the
Local  General  Partners  without  interest from  available  surplus cash of the
respective  Local  Partnership,  or at the time of sale or  refinancing.  Unpaid
balance  amounted to  $3,742,942  and  $3,819,933 at June 30, 2002 and March 31,
2002,  respectively,  and is  recorded  as due to  Local  General  Partners  and
affiliates on the consolidated balance sheets.

Certain costs are also incurred by the  Partnership  payable to affiliates.  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 investment.  Partnership
management fee amounted to $169,000 for each of the quarters ended June 30, 2002
and  2001.  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



                                       15
<PAGE>


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
General  Partners  amounting to  approximately  $5,025,000 and  $4,856,000  were
accrued and unpaid as of June 30, 2002 and March 31, 2002, 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  Partner  and  certain  of its  affiliates  in order to meet its
obligations at the Partnership  level.  The General Partner and these affiliates
have agreed to continue such support for the foreseeable future.

Furthermore,   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  provision  of  the
Partnership  Agreement and could  fluctuate from year to year depending upon the
level of activities and transactions for the year.  Services  performed by these
affiliates include monitoring of partnership assets, site visits and evaluations
of  local  partnership   performance.   Amount  of  reimbursement   amounted  to
approximately  $53,000  and  $119,000  at June 30,  2002  and  March  31,  2002,
respectively.

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

The results of operations  for the three months ended June 30, 2002 continues to
be in the form of  rental  income  with  corresponding  expenses  divided  among
operations, depreciation and mortgage interest.

Rental income remained fairly  consistent with an increase of  approximately  4%
for the three months ended June 30, 2002 as compared to the corresponding period
in 2001, primarily due to rental rate increases.

Other income decreased approximately $49,000 for the three months ended June 30,
2002 as  compared  to the  corresponding  period  in 2001,  primarily  due to an
underaccrual of escrow interest at one Local Partnership in 2001.

General and  administrative-related  parties  expenses  increased  approximately
$62,000  for  the  three   months  ended  June  30,  2002  as  compared  to  the
corresponding  period  in  2001,  primarily  due  to  an  increase  in  expenses
reimbursements  due to the General Partner for asset monitoring and overhead and
an increase in property management fees incurred to affiliates of the subsidiary
partnership's general partners.



                                       16
<PAGE>


Operating  and other  expenses  decreased  approximately  $43,000  for the three
months  ended June 30,  2002 as compared  to the  corresponding  period in 2001,
primarily  due to a decrease in water and sewer  usage at one Local  Partnership
and a decrease in fuel costs and usage at a second and third Local Partnership.

Repairs and maintenance expenses increased  approximately  $70,000 for the three
months  ended June 30,  2002 as compared  to the  corresponding  period in 2001,
primarily  due to an  insurance  reimbursement  for fire  damages  at one  Local
Partnership  in 2001 and an  increase in ground  maintenance  at two other Local
Partnerships in 2002.

Insurance  expenses increased  approximately  $19,000 for the three months ended
June 30, 2002 as compared to the corresponding  period in 2001, primarily due to
an increase in insurance premiums at the Local Partnerships.


Item 3. Quantitative and Qualitative Disclosures about Market Risk.

The  Partnership  is not exposed to market risk since its mortgage  indebtedness
bears fixed rates of interest.


                                       17
<PAGE>


                           PART II. OTHER INFORMATION

Item 1.   Legal Proceedings - None

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 - None

Item 6.   Exhibits and Reports on Form 8-K

          (a) Exhibits

          99.1Certification  Pursuant  to 18 U.S.C.  Section  1350,  as  adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

          (b) Reports on Form 8-K - None

<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:  August 9, 2002

                                  By:/s/ Alan P. Hirmes

                                     ------------------------------
                                     Alan P. Hirmes, President
                                     (Principal Executive and
                                     Financial Officer)

Date:  August 9, 2002

                                  By:/s/ Glenn F. Hopps

                                     ------------------------------
                                     Glenn F. Hopps, Treasurer
                                     (Principal Accounting Officer)

                              and

                              By: FREEDOM GP INC.,
                                  a General Partner

Date:  August 9, 2002

                                  By:/s/ Alan P. Hirmes

                                     ------------------------------
                                     Alan P. Hirmes, President
                                     (Principal Executive and
                                     Financial Officer)

Date:  August 9, 2002

                                  By:/s/ Glenn F. Hopps

                                     ------------------------------
                                     Glenn F. Hopps, Treasurer
                                     (Principal Accounting Officer)


<PAGE>

                                                                    Exhibit 99.1


                            CERTIFICATION PURSUANT TO
                             18.U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In  connection  with the  Quarterly  Report of Freedom Tax Credit Plus L.P. (the
"Partnership")  on Form 10-Q for the period  ending  June 30, 2002 as filed with
the Securities  and Exchange  Commission on the date hereof (the  "Report"),  I,
Alan P. Hirmes,  Chief Executive  Officer and Chief 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.


/s/ Alan P. Hirmes


Alan P. Hirmes
Chief Executive Officer and Chief Financial Officer
August 9, 2002