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 June 30, 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 an accelerated filer (as
defined in Exchange Act Rule 12b-2). 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>
                                                                            June 30,        March 31,
                                                                              2005            2005
                                                                          ------------    ------------
                                                                          (Unaudited)       (Audited)
<S>                                                                       <C>             <C>
ASSETS

Operating assets
Property and equipment - (at cost, net of accumulated depreciation
  of $67,407,272 and $68,560,673, respectively)                           $ 72,633,918    $ 76,216,658
Cash and cash equivalents                                                    2,521,033       2,150,450
Cash held in escrow                                                          5,191,884       5,549,963
Deferred costs (net of accumulated amortization of $2,142,276 and
  $2,098,661, respectively)                                                    684,149         727,764
Other assets                                                                 1,803,668       1,329,483
                                                                          ------------    ------------


Total operating assets                                                      82,834,652      85,974,318
                                                                          ------------    ------------

Assets from discontinued operations (Note 4)
  Property and equipment held for sale, net of accumulated depreciation
    of $2,349,450 and $0, respectively                                       1,812,570               0
  Net assets held for sale                                                     492,847               0
                                                                          ------------    ------------
Total assets from discontinued operations                                    2,305,417               0
                                                                          ------------    ------------

Total Assets                                                              $ 85,140,069    $ 85,974,318
                                                                          ============    ============

LIABILITIES AND PARTNERS' DEFICIT

Operating liabilities
Mortgage notes payable                                                    $ 63,321,269    $ 65,119,347
Accounts payable and other liabilities                                       3,441,819       2,455,386
Due to local general partners and affiliates                                 3,510,144       3,628,588
Due to general partners and affiliates (Note 2)                              9,029,407       8,853,092
                                                                          ------------    ------------

Total operating liabilities                                                 79,302,639      80,056,413
                                                                          ------------    ------------

Liabilities from discontinued operations (Note 4)
  Mortgage notes payable of assets held for sale                             1,501,466               0
  Net liabilities held for sale (including minority interest)                  810,263               0
                                                                          ------------    ------------
Total liabilities from discontinued operations                               2,311,729               0
                                                                          ------------    ------------

Minority interests                                                           7,267,575       8,040,807
                                                                          ------------    ------------

Commitments and contingencies (Note 6)

Partners' Deficit:
Limited partners (72,896 BACs issued and outstanding)                       (3,023,809)     (1,421,027)
General partners                                                              (718,065)       (701,875)
                                                                          ------------    ------------

Total Partners' Deficit                                                     (3,741,874)     (2,122,902)
                                                                          ------------    ------------

Total Liabilities and Partners' Deficit                                   $ 85,140,069    $ 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
                                                                                    June 30,
                                                                          ----------------------------
                                                                              2005            2004*
                                                                          ------------    ------------
<S>                                                                       <C>             <C>
 Operations:

 Revenues
 Rental income                                                            $  3,646,384    $  3,651,945
 Other                                                                         341,892         316,590
                                                                          ------------    ------------
                                                                             3,988,276       3,968,535
                                                                          ------------    ------------

 Expenses
 General and administrative                                                    689,657         678,227
 General and administrative-related parties (Note 2)                           452,827         436,628
 Repairs and maintenance                                                       778,677         804,055
 Operating and other                                                           437,421         393,728
 Taxes                                                                         265,409         237,808
 Insurance                                                                     188,341         174,776
 Financial                                                                   1,041,663       1,056,706
 Depreciation and amortization                                               1,211,588       1,215,836
                                                                          ------------    ------------

 Total expenses from operations                                              5,065,583       4,997,764
                                                                          ------------    ------------

 Loss from continuing operations before minority interest and
   discontinued operations                                                  (1,077,307)     (1,029,229)

 Minority interest in loss of subsidiaries from continuing operations           10,381           9,579
                                                                          ------------    ------------

 Loss from continuing operations                                            (1,066,926)     (1,019,650)

 Discontinued Operations:
 Net loss from discontinued operations (including minority
   interest) (Note 4)                                                         (552,046)        (38,604)
                                                                          ------------    ------------
 Net loss                                                                 $ (1,618,972)   $ (1,058,254)
                                                                          ============    ============

 Net loss from continuing operations - limited partners                   $ (1,056,257)   $ (1,009,453)
 Net loss from discontinued operations (including minority
   interest) - limited partners                                               (546,525)        (38,218)
                                                                          ------------    ------------
 Net loss - limited partners                                              $ (1,602,782)   $ (1,047,671)
                                                                          ============    ============

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

 Net loss from continuing operations per BAC                              $     (14.49)   $     (13.85)
 Net loss from discontinued operations per BAC                                   (7.50)          (0.52)
                                                                          ------------    ------------

 Net loss per BAC                                                         $     (21.99)   $     (14.37)
                                                                          ============    ============
</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                             (1,618,972)    (1,602,782)       (16,190)
                                    -----------    -----------    -----------

Partners' deficit - June 30, 2005   $(3,741,874)   $(3,023,809)   $  (718,065)
                                    ===========    ===========    ===========
</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>
                                                                Three Months Ended
                                                                     June 30,
                                                            --------------------------
                                                               2005            2004*
                                                            -----------    -----------
<S>                                                         <C>            <C>
Cash flows from operating activities:

Net loss                                                    $(1,618,972)   $(1,058,254)

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

Depreciation and amortization                                 1,211,588      1,215,836
Minority interest in loss of subsidiaries                       (10,381)        (9,579)
Increase in cash held in escrow                                 (27,154)      (202,701)
(Increase) decrease in other assets                            (513,021)       251,987
Increase in accounts payable and other liabilities              804,268        231,810
Increase in due to general partners and affiliates              213,816        227,454
Increase in due to local general partners and affiliates        144,668          3,464
Decrease in due to local general partners and affiliates       (174,047)      (113,467)
                                                            -----------    -----------

Net cash provided by continuing operating activities             30,765        546,550
                                                            -----------    -----------

Cash flows from discontinued operating activities:

Loss from discontinued operations                               552,046         38,604
                                                            -----------    -----------

Net cash provided by operating activities                       582,811        585,154
                                                            -----------    -----------

Cash flows from investing activities:

Acquisition of property and equipment                           (29,614)      (253,532)
                                                            -----------    -----------

Net cash used in continuing investing activities                (29,614)      (253,532)
                                                            -----------    -----------

Cash flows from financing activities:

Repayments of mortgage notes                                   (286,306)      (262,120)
Decrease in capitalization of consolidated subsidiaries
  attributable to minority interest                             (96,308)        (2,782)
                                                            -----------    -----------

Net cash used in continuing financing activities               (382,614)      (264,902)
                                                            -----------    -----------

Cash flows from discontinued financing activities:

Proceeds from sale of investment                                200,000              0
                                                            -----------    -----------

Net cash used in financing activities                          (182,614)      (264,902)
                                                            -----------    -----------

Net increase in cash and cash equivalents                       370,583         66,720

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

Cash and cash equivalents at end of period                  $ 2,521,033    $ 2,559,356
                                                            ===========    ===========

Supplemental disclosure of cash flow information:
Cash paid during period for interest                        $   940,341    $   969,564
                                                            ===========    ===========
</TABLE>


* Reclassified for comparative purposes.

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
                                  June 30, 2005
                                   (Unaudited)


Note 1 - General

The consolidated  condensed 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  $22,000 and
$10,000 for the three months ended June 30, 2005 and 2004,  respectively.  These
amounts  include  approximately  $11,000  and  $1,000,  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  consolidated  condensed  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, 2005 and its results of operations and cash flows for
the three months ended June 30, 2005 and 2004.  However,  the operating  results
and cash flows for the three months ended June 30, 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
consolidated  condensed 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 months ended
June 30, 2005 and 2004 were as follows:
<TABLE>
<CAPTION>
                                                                     Three Months Ended
                                                                          June 30,
                                                                 --------------------------
                                                                    2005            2004*
                                                                 -----------    -----------
<S>                                                              <C>            <C>
Partnership management fees (a)                                  $   169,000    $   169,000
Expense reimbursement (b)                                             52,190         36,446
Local administrative fee (c)                                          12,350         12,350
                                                                 -----------    -----------

Total general and administrative-General
  Partners                                                           233,540        217,796
                                                                 -----------    -----------
Property management fees incurred to affiliates of the
    subsidiary partnerships' general partners (d)                    219,287        218,832
                                                                 -----------    -----------
Total general and administrative-related parties                 $   452,827    $   436,628
                                                                 ===========    ===========
</TABLE>

* Reclassified for comparative purposes.

                                       6
<PAGE>

                          FREEDOM TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  June 30, 2005
                                   (Unaudited)


The costs incurred to related parties from discontinued operations for the three
months ended June 30, 2005 and 2004 were as follows:
<TABLE>
<CAPTION>
                                                                     Three Months Ended
                                                                          June 30,
                                                                 --------------------------
                                                                    2005            2004
                                                                 -----------    -----------
<S>                                                              <C>            <C>
 Local administrative fee (c)                                    $       625    $       625
                                                                 -----------    -----------
 Total general and administrative-General Partners                       625            625
                                                                 -----------    -----------
 Property management fees incurred to affiliates of the
   Local General Partners (d)                                          4,583          4,817
                                                                 -----------    -----------

 Total general and administrative-related parties                $     5,208    $     5,442
                                                                 ===========    ===========
</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
Beneficial  Assignment  Certificates  ("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  $7,053,000 and $6,884,000  were accrued and unpaid as of June 30,
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
$274,766  and  $266,383  for the  three  months  ended  June 30,  2005 and 2004,
respectively.  Of these fees,  $223,870 and $223,649,  which includes $4,583 and
$4,817,  respectively,  relating to  discontinued  operations,  were incurred to
affiliates of the subsidiary partnerships' general partners for the three months
ended June 30, 2005 and 2004, respectively.


Note 3 - Sale of Properties

The Partnership is currently in the process of disposing of its investments.  As
of June  30,  2005,  the  Partnership  has  disposed  of one of its 42  original
investments.

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  contribution  of
approximately  $1,000. This amount 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 ("SFAS") No. 144 "Accounting for the Impairment of Disposal
of Long-Lived  Asset", 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
and accumulated depreciation of approximately $2,349,000.


Note 4 - Discontinued Operations

During the first  quarter of fiscal year ended March 31, 2006,  the  Partnership
approved a plan to dispose of Parkside  and  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.

                                       7
<PAGE>

                          FREEDOM TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  June 30, 2005
                                   (Unaudited)

Condensed Consolidated Balance Sheets:
<TABLE>
<CAPTION>
                                                                  June 30,       March 31,
                                                                    2005           2005
                                                                 -----------    -----------
<S>                                                              <C>            <C>
 Assets
   Property and equipment, net of accumulated depreciation of
     $2,349,450 and $0, respectively                             $ 1,812,570    $         0
   Cash and cash equivalents                                          62,794              0
   Cash held in escrow                                               392,652              0
   Other assets                                                       37,401              0
                                                                 -----------    -----------
 Total assets                                                    $ 2,305,417    $         0
                                                                 ===========    ===========

 Liabilities
   Mortgage notes payable                                        $ 1,501,466    $         0
   Accounts payable and other liabilities                             30,497              0
   Due to local general partners and affiliates                       86,987              0
   Due to general partners and affiliates                             37,500              0
   Minority interest                                                 655,279              0
                                                                 -----------    -----------
 Total liabilities                                               $ 2,311,729    $         0
                                                                 ===========    ===========
</TABLE>

In accordance  with SFAS 144,  during the quarter ended June 30, 2005,  Parkside
was  classified as an asset held for sale and was  classified as a  discontinued
operation.  The following table summarizes the results of operations at Parkside
for the three months ended June 30, 2005 and 2004.

Condensed Consolidated Statements of Discontinued Operations:
<TABLE>
<CAPTION>
                                                                     Three Months Ended
                                                                          June 30,
                                                                 --------------------------
                                                                    2005            2004
                                                                 -----------    -----------
<S>                                                              <C>            <C>
 Revenues

 Rental income                                                   $    93,923    $    96,410
 Other                                                                 1,133            608
                                                                 -----------    -----------
 Total revenue                                                        95,056         97,018
                                                                 -----------    -----------

 Expenses

 General and administrative                                            3,877         22,193
 General and administrative-related parties (Note 2)                   5,208          5,442
 Repairs and maintenance                                              17,101         28,170
 Operating                                                            12,696         10,595
 Taxes                                                                 9,609         13,486
 Insurance                                                             3,643          1,991
 Interest                                                             11,109         14,059
 Depreciation and amortization                                        40,123         40,469
 Loss on impairment of fixed assets                                  555,000              0
                                                                 -----------    -----------

 Total expenses                                                      658,366        136,405
                                                                 -----------    -----------

 Loss before minority interest                                      (563,310)       (39,387)
 Minority interest in income of subsidiaries from discontinued
   operations                                                         11,264            783
                                                                 -----------    -----------
 Net loss from discontinued operations                           $  (552,046)   $   (38,604)
                                                                 ===========    ===========

 Net loss - limited partners from discontinued operations        $  (546,525)   $   (38,218)
                                                                 ===========    ===========

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

 Net loss from discontinued operations per BAC                   $     (7.50)   $     (0.52)
                                                                 ===========    ===========
</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 APB Opinion No. 20, Accounting Changes
and FAS 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 is effective
for accounting  changes and correction of errors made in fiscal years  beginning

                                       8
<PAGE>

                          FREEDOM TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  June 30, 2005
                                   (Unaudited)


after December 15, 2005. The Partnership does not expect the adoption of FAS 154
to  have  a  material  impact  on  the  Partnership's  consolidated  results  of
operations.

In June 2005,  the FASB issued  Emerging  Issues Task Force  ("EITF")  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 replaces  counterpart  requirements in SOP 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 04-5 is
effective after June 29, 2005. The  Partnership  does not expect the adoption of
EITF 04-5 to have 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 "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 assert 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 motion is
currently scheduled to be fully briefed and submitted to the Court by August 17,
2005.

The Freedom LPs intend 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 as well as risk the possible recapture of a portion of the tax
credits  generated by  Washington.  However,  the outcome of this case cannot be
determined at this time.

In  addition,  due to BUFNY's  breach of  fiduciary  duties and  breaches of the
Partnership  Agreement,  the Special Limited Partner  exercised its rights under
the 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 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

                                       9
<PAGE>

                          FREEDOM TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  June 30, 2005
                                   (Unaudited)


be market demand for apartments at full market rents when the rental  assistance
contract expires.

                                       10
<PAGE>

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

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

The Partnership's capital has been invested in 42 Local Partnerships. As of June
30, 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.

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 three months ended June 30, 2005 and
2004,  distributions  from  operations  of the Local  Partnerships  amounted  to
approximately $22,000 and $26,000, respectively.  Additionally, during the three
months  ended June 30, 2005 and 2004,  the  Partnership  received  approximately
$200,000 and $0 of proceeds from the sale of an investment.

For the three  months  ended June 30,  2005,  cash and cash  equivalents  of the
Partnership and its  consolidated  Local  Partnerships  increased  approximately
$371,000.  This  increase is  attributable  to net cash  provided  by  operating
activities  ($583,000)  and proceeds  from sale of  investment  of  discontinued
operations   ($200,000),   acquisition  of  property  and  equipment  ($30,000),
repayments of mortgage  notes  ($286,000)  and a decrease in  capitalization  of
consolidated subsidiaries attributable to minority interest ($96,000).  Included
in  adjustments  to  reconcile  the net loss to net cash  provided by  operating
activities is depreciation and  amortization of  approximately  ($1,212,000) and
net loss from discontinued operations of approximately ($552,000).

Total  expenses  for the three  months  ended June 30, 2005 and 2004,  excluding
depreciation and amortization,  interest and general and  administrative-related
parties,  totaled $2,359,505 and $2,288,594,  respectively.  As of June 30, 2005
and March 31, 2005,  accounts payable and other liabilities  totaled  $3,441,819
and $2,455,386, which is comprised of the following amounts:
<TABLE>
<CAPTION>
                                                       June 30,       March 31,
                                                         2005           2004
                                                      -----------    -----------
<S>                                                   <C>            <C>
Accounts payable                                      $ 1,124,428    $   234,182
Accrued interest payable                                1,596,691      1,484,260
Security deposits payable                                 720,700        736,944
                                                      -----------    -----------
Total accounts payable                                $ 3,441,819    $ 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  46% and 60% of the total accounts  payable and other  liabilities
amount at June 30, 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  $287,000,  exclusive  of  Local
Partnerships' working capital, remained unused at June 30, 2005.

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

Partnership  management  fees and  expense  reimbursements  owed to the  General
Partners  amounting to approximately  $7,053,000 and $6,884,000 were accrued and
unpaid as of June 30, 2005 and March 31, 2005, respectively. Without the 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

                                       11
<PAGE>

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  Housing Tax Credits
("Tax Credits") for qualified BACs holders. However, each Local Partnership must
continue to comply with the Tax Credit requirements until the end of the 15 year
Compliance Period  ("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  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.

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

In  preparing  the  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  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 three months ended and through June 30,  2005,  the  Partnership  has
recorded  $555,000 as a loss on  impairment  of assets or reduction to estimated
fair value.

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.  As of June 30,  2005 and  March  31,  2005,  the  Partnership  has
recorded  property and equipment net of accumulated  depreciation  of $1,812,570
and $0, respectively, as held for sale.

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.

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 months ended June 30, 2005 as compared to the same period 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.

                                       12
<PAGE>

Rental income remained fairly consistent with a decrease of less than 1% for the
three months ended June 30, 2005 as compared to the corresponding period in 2004
primarily  due to slight  decreases  in  occupancy  at four Local  Partnerships,
partially offset by an increase in rental rates at the Local Partnerships.

Total  expenses,  excluding  operating  and other  and  taxes,  remained  fairly
consistent  with a decrease of less than 1% for the three  months ended June 30,
2005 as compared to the corresponding period in 2004.

Operating  and other  increased  by  approximately  $44,000 for the three months
ended June 30, 2005 as compared to the corresponding  period in 2004,  primarily
due to an increase in fuel costs at four Local  Partnerships in 2005 as compared
to the same period in 2004.

Taxes increased  approximately  $28,000 for the three months ended June 30, 2005
as compared to the corresponding period in 2004, primarily due to an increase in
state property taxes at one Local Partnership.

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) INTERNAL CONTROL 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 - None

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


         (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)

                                       14
<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 8, 2005
      --------------

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


Date: August 8, 2005
      --------------
                                   By:  /s/ Glenn F. Hopps
                                        ------------------
                                        Glenn F. Hopps,
                                        Treasurer (Principal Accounting Officer)


                               and


                               By: FREEDOM GP INC.,
                                   a General Partner


Date: August 8, 2005
      --------------
                                   By:  /s/ Alan P. Hirmes
                                        ------------------
                                        Alan P. Hirmes,
                                        Director and President
                                        (Principal Executive Officer and
                                        Principal Financial Officer)


Date: August 8, 2005
      --------------
                                   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"), hereby certify that:

     1.  I have  reviewed  this  quarterly  report on Form  10-Q for the  period
         ending June 30, 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: August 8, 2005
               --------------

                                             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 June 30, 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
    August 8, 2005