SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

(Mark One)


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


For the quarterly period ended December 31, 2004

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

     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
                      CONSOLIDATED CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                   ============    ============
                                                   December 31,      March 31,
                                                       2004            2004
                                                   ------------    ------------
                                                   (Unaudited)
<S>                                                <C>             <C>
ASSETS

Property and equipment - (at cost,
  net of accumulated depreciation
  of $67,348,018 and $63,733,516,
  respectively)                                    $ 77,172,561    $ 80,476,651
Cash and cash  equivalents                            2,427,262       2,492,636
Cash  held in  escrow                                 5,315,365       4,743,491
Deferred  costs  (net of accumulated
  amortization of $2,118,595
  and $1,988,501, respectively)                         849,291         979,385
Other assets                                          1,544,136       1,247,703
                                                   ------------    ------------

Total Assets                                       $ 87,308,615    $ 89,939,866
                                                   ============    ============
</TABLE>

                                       2
<PAGE>

                          FREEDOM TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEETS
                                   (continued)
<TABLE>
<CAPTION>
                                                   ============    ============
                                                   December 31,      March 31,
                                                       2004            2004
                                                   ------------    ------------
                                                   (Unaudited)
<S>                                                <C>             <C>

LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

Liabilities:
  Mortgage notes payable                           $ 65,443,918    $ 66,285,158
  Accounts payable and other
   liabilities                                        2,343,190       1,771,574
  Due to local general partners and
   affiliates                                         3,850,834       3,922,555
  Due to general partners and
   affiliates (Note 2)                                8,613,408       7,861,874
                                                   ------------    ------------

Total Liabilities                                    80,251,350      79,841,161
                                                   ------------    ------------

Minority interests                                    7,868,276       8,001,969
                                                   ------------    ------------

Partners' Capital (Deficit):
  Limited partners (72,896 BACs
   issued and outstanding)                             (122,255)      2,756,415
  General partners                                     (688,756)       (659,679)
                                                   ------------    ------------

Total Partners' Capital (Deficit)                      (811,011)      2,096,736
                                                   ------------    ------------

Total Liabilities and Partners'
  Capital (Deficit)                                $ 87,308,615    $ 89,939,866
                                                   ============    ============
</TABLE>


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


                                       3
<PAGE>


                          FREEDOM TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED STATEMENTS OF
                                   OPERATIONS
                                   (Unaudited)
<TABLE>
<CAPTION>
                          ============================    =============================
                               Three Months Ended               Nine Months Ended
                                   December 31,                    December 31,
                          ----------------------------    -----------------------------
                             2004             2003            2004            2003
                          ----------------------------    -----------------------------
<S>                       <C>             <C>             <C>             <C>
Revenues
Rental income             $  3,686,882    $  3,680,546    $ 11,215,763    $ 10,968,475
Other                          376,665         349,842       1,106,203       1,091,163
Gain on sale of
  marketable securities              0           4,966               0           4,966
                          ------------    ------------    ------------    ------------
Total revenues               4,063,547       4,035,354      12,321,966      12,064,604
                          ------------    ------------    ------------    ------------

Expenses
General and
  administrative               754,468         679,023       2,108,778       2,135,392
General and
  administrative-
  related parties
  Note 2)                      460,116         409,783       1,386,502       1,270,239
Operating and
  other                        316,539         355,945       1,126,205       1,083,921
Repairs and
  maintenance                  673,869         719,531       2,291,260       2,122,981
Real estate taxes              245,294         251,926         741,168         750,690
Insurance                      208,123         140,547         590,544         476,104
Financial                    1,097,613       1,096,321       3,268,729       3,372,305
Depreciation and
  amortization               1,237,518       1,228,597       3,744,596       3,701,121
                          ------------    ------------    ------------    ------------
Total expenses               4,993,540       4,881,673      15,257,782      14,912,753
                          ------------    ------------    ------------    ------------
Loss before
  minority interest           (929,993)       (846,319)     (2,935,816)     (2,848,149)

Minority interest
  in loss of
  subsidiary
  partnerships                   9,222           7,923          28,069          28,896
                          ------------    ------------    ------------    ------------

Net loss                  $   (920,771)   $   (838,396)   $ (2,907,747)   $ (2,819,253)
                          ============    ============    ============    ============

Net loss - limited
  partners                $   (911,563)   $   (830,012)   $ (2,878,670)   $ (2,791,060)
                          ============    ============    ============    ============

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

Basic net loss
  per BAC                 $     (12.51)   $     (11.39)   $     (39.49)   $     (38.29)
                          ============    ============    ============    ============
</TABLE>

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


                                       4
<PAGE>


                          FREEDOM TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
                       CONSOLIDATED CONDENSED STATEMENT OF
                     CHANGES IN PARTNERS' CAPITAL (DEFICIT)
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                Limited         General
                                  Total         Partners        Partners
                                -----------    -----------    -----------
<S>                             <C>            <C>            <C>
Partners' capital (deficit) -
   April 1, 2004                $ 2,096,736    $ 2,756,415    $  (659,679)

Net loss                         (2,907,747)    (2,878,670)       (29,077)
                                -----------    -----------    -----------

Partners' deficit -
   December 31, 2004            $  (811,011)   $  (122,255)   $  (688,756)
                                ===========    ===========    ===========
</TABLE>


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

                                       5
<PAGE>

                          FREEDOM TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED STATEMENTS OF
                                   CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                          ===========================
                                               Nine Months Ended
                                                  December 31,
                                          ---------------------------
                                             2004            2003
                                          ---------------------------
<S>                                       <C>            <C>
Cash flows from operating activities:

Net loss                                  $(2,907,747)   $(2,819,253)

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

Depreciation and amortization               3,744,596      3,701,121
Minority interest in loss of
  subsidiaries                                (28,069)       (28,896)
Gain on sale of marketable securities               0         (4,966)
Increase in cash held
  in escrow                                  (571,874)      (589,826)
Increase in other assets                     (296,433)      (218,629)
Increase in accounts payable
  and other liabilities                       571,616        978,387
Increase in due to general partners
  and affiliates                              751,534        614,769
Increase in due to local general
  partners and affiliates                      64,046         13,126
Decrease in due to local general
  partners and affiliates                    (135,767)      (345,595)
                                          -----------    -----------

Net cash provided by
  operating activities                      1,191,902      1,300,238
                                          -----------    -----------

Cash flows from investing activities:

Acquisition of property and
  equipment                                  (310,412)      (420,985)
Proceeds from sale of marketable
  securities                                        0        114,464
                                          -----------    -----------

Net cash used in  investing  activities      (310,412)      (306,521)
                                          -----------    -----------
</TABLE>

                                       6
<PAGE>

                          FREEDOM TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED STATEMENTS OF
                                   CASH FLOWS
                                   (Unaudited)
                                   (continued)
<TABLE>
<CAPTION>
                                          ===========================
                                               Nine Months Ended
                                                  December 31,
                                          ---------------------------
                                             2004            2003
                                          ---------------------------
<S>                                       <C>            <C>

Cash  flows  from financing activities:

Repayments of mortgage notes                 (841,240)      (778,526)
Decrease in capitalization of
  consolidated subsidiaries
  attributable to minority interest          (105,624)       (17,310)
                                          -----------    -----------
Net cash used in financing
  activities                                 (946,864)      (795,836)
                                          -----------    -----------

Net (decrease) increase in cash and
  cash equivalents                            (65,374)       197,881

Cash and cash equivalents at
  beginning of period                       2,492,636      2,247,128
                                          -----------    -----------

Cash and cash equivalents at
  end of period                           $ 2,427,262    $ 2,445,009
                                          ===========    ===========

Supplemental disclosure of cash
  flow information:
Cash paid during period for
  interest                                $ 3,063,958    $ 3,106,061
                                          ===========    ===========
</TABLE>


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

                                       7
<PAGE>

                          FREEDOM TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
                         NOTES TO CONSOLIDATED CONDENSED
                              FINANCIAL STATEMENTS
                                December 31, 2004
                                   (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 December 31. All subsidiaries have fiscal
quarters  ending   September  30  in  order  to  allow  adequate  time  for  the
subsidiaries' financial statements to be prepared and consolidated.  Accounts of
the subsidiaries have been adjusted for intercompany transactions from October 1
through December 31.

All   intercompany   accounts  and   transactions   have  been   eliminated   in
consolidation.

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

Losses  attributable  to minority  interests  aggregated  approximately  $9,000,
$8,000,  $28,000 and $29,000 for the three and nine months  ended  December  31,
2004 and 2003, 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 December 31,
2004, the results of operations for the three and nine months ended December 31,
2004 and 2003 and cash flows for the nine  months  ended  December  31, 2004 and

                                       8
<PAGE>

                          FREEDOM TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
                         NOTES TO CONSOLIDATED CONDENSED
                              FINANCIAL STATEMENTS
                                December 31, 2004
                                   (Unaudited)


2003.  However,  the operating  results and cash flows for the nine months ended
December 31, 2004 may not be indicative of the results for the entire year.

Certain  information  and  note  disclosures   normally  included  in  financial
statements prepared in accordance with accounting  principles generally accepted
in the United States of America have been omitted or condensed.  These condensed
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, 2004.

Rental income is recognized as rent becomes due and charged to tenants  accounts
receivable  if not received by the due date.  Rental income is typically due the
first  day of each  month,  but can vary by  property  due to the  terms of each
tenants' lease. 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 received and applied.  The related rental  subsidy  programs have
expiration  dates that  terminate  upon  total  disbursement  of the  assistance
obligation.


                                       9
<PAGE>

                          FREEDOM TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
                         NOTES TO CONSOLIDATED CONDENSED
                              FINANCIAL STATEMENTS
                                December 31, 2004
                                   (Unaudited)


Note 2 - Related Party Transactions

The costs  incurred  to  related  parties  for the three and nine  months  ended
December 31, 2004 and 2003 were as follows:
<TABLE>
<CAPTION>
                       Three Months Ended        Nine Months Ended
                           December 31,               December 31,
                     -----------------------   -----------------------
                        2004         2003         2004         2003
                     -----------------------   -----------------------
<S>                  <C>          <C>          <C>          <C>
Partnership manage-
  ment fees (a)      $  169,000   $  169,000   $  507,000   $  507,000
Expense reimburse-
  ment (b)               58,829       28,461      168,609      127,223
Local administra-
  tive fee (c)           13,000       13,000       40,000       40,000
                     ----------   ----------   ----------   ----------

Total general and
  administrative-
  General Partners      240,829      210,461      715,609      674,223
                     ----------   ----------   ----------   ----------

Property manage-
  ment fees
  incurred to
  affiliates of
  the subsidiary
  partnerships'
  general
  partners (d)          219,287      199,322      670,893      596,016
                     ----------   ----------   ----------   ----------

Total general and
  administrative-
  related parties    $  460,116   $  409,783   $1,386,502   $1,270,239
                     ==========   ==========   ==========   ==========
</TABLE>


(a) The General  Partners are entitled to receive a partnership  management fee,
after payment of all Partnership expenses,  which together with the annual local
administrative  fees,  will not exceed a maximum  of 0.5% per annum of  invested
assets (as defined in the Partnership Agreement),  for administering the affairs
of  the  Partnership.  Subject  to the  foregoing  limitation,  the  partnership
management  fee  will be  determined  by the  General  Partners  in  their  sole
discretion  based upon their  review of the  Partnership's  investments.  Unpaid
partnership  management fees for any year will be accrued  without  interest and
will be payable  from  working  capital  reserves or to the extent of  available
funds after the Partnership has made  distributions  to the Limited Partners and
BACs holders of sale or refinancing  proceeds  equal to their  original  capital


                                       10
<PAGE>

                          FREEDOM TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
                         NOTES TO CONSOLIDATED CONDENSED
                              FINANCIAL STATEMENTS
                                December 31, 2004
                                   (Unaudited)


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  $6,715,000 and $6,208,000 were accrued and unpaid as
of  December  31,  2004 and March 31,  2004,  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 up to $2,500 per year
from each subsidiary partnership.

(d) Property  management  fees incurred by subsidiary  partnerships  amounted to
$262,724,  $265,654,  $798,855  and $794,480 for the three and nine months ended
December 31, 2004 and 2003,  respectively.  Of these fees,  $219,287,  $199,322,
$670,893  and  $596,016,  respectively,  were  incurred  to  affiliates  of  the
subsidiary  partnerships'  general  partners for the three and nine months ended
December 31, 2004 and 2003, respectively.


                                       11
<PAGE>

                          FREEDOM TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
                         NOTES TO CONSOLIDATED CONDENSED
                              FINANCIAL STATEMENTS
                                December 31, 2004
                                   (Unaudited)


Note 3 - 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 and consent of Freedom SLP, L.P. (the "Special  Limited  Partner")
or the Partnership (collectively the "Freedom LPs"), 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.

                                       12
<PAGE>

                          FREEDOM TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
                         NOTES TO CONSOLIDATED CONDENSED
                              FINANCIAL STATEMENTS
                                December 31, 2004
                                   (Unaudited)


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. The parties are
currently engaged in taking discovery.

The Freedom LPs intend to defend the action and  prosecute  their  counterclaims
and crossclaims vigorously. 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 possible  recapture of a portion of the tax
credits generated by Washington.  However, the final 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.

                                       13
<PAGE>

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

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

The  Partnership's  sources of funds during the nine months  ended  December 31,
2004,  include working capital reserves,  interest earned on working capital and
distributions  received  from the  Local  Partnerships.  None of  these  sources
generated substantial amounts of funds.

A  working  capital  reserve  of  approximately  $57,000,   exclusive  of  Local
Partnerships' working capital, remains as of December 31, 2004.

During the nine  months  ended  December  31, 2004 and 2003,  the  distributions
received  from  the  Local  Partnerships   approximated   $93,000  and  $48,000,
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.

Partnership   management  fees  owed  to  the  General  Partners   amounting  to
approximately  $6,715,000 and $6,208,000  were accrued and unpaid as of December
31,  2004 and  March  31,  2004,  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 and to
the extent cash flow becomes available,  such fees will be paid. 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 nine months ended December 31, 2004, cash and cash equivalents of the
Partnership  and  its  forty-two   consolidated  Local  Partnerships   decreased
approximately  $65,000 due to acquisitions of property and equipment ($310,000),
a decrease  in  capitalization  of  consolidated  subsidiaries  attributable  to
minority  interest  ($106,000) and repayments of mortgage notes ($841,000) which
exceeded cash  provided by operating  activities  ($1,192,000).  Included in the
adjustments  to  reconcile  the  net  loss to net  cash  provided  by  operating
activities is depreciation and amortization of approximately $3,745,000.

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

                                       14
<PAGE>

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  experiencing  downswings.  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.


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 Company's  accounting policies included in Note 2 to
the consolidated financial statements in the Partnership's Annual Report on Form
10-K for the year ended March 31, 2004.

(a)  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.
The Partnership complies with Statement of Financial Accounting Standards (SFAS)
No. 144 "Accounting for the Impairment or Disposal of Long-Lived Assets". A loss

                                       15
<PAGE>

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).

(b)  Income Taxes

The  Partnership  is not  required to provide  for, or pay,  any federal  income
taxes.  Net income or loss generated by the Partnership is passed through to the
partners and is required to be reported by them. The  Partnership may be subject
to state and local taxes in jurisdictions  in which it operates.  For income tax
purposes, the Partnership has a fiscal year ending December 31.

New Accounting Pronouncements
-----------------------------

In  January  2003,  the  Financial   Accounting   Standards  Board  issued  FASB
Interpretation No. 46, "Consolidation of Variable Interest Entities" ("FIN 46").
FIN 46 is applicable  immediately for variable  interest  entities created after
January 31, 2003. For variable  interest  entities  created  before  February 1,
2003,  the  provisions of FIN 46 are  applicable no later than July 1, 2003. The
Partnership  has not created any variable  interest  entities  after January 31,
2003. In December 2003 the FASB redeliberated certain proposed modifications and
revised FIN 46 ("FIN 46 (R)").  The revised  provisions  are applicable no later
than the first reporting period ending after March 15, 2004. The adoption of FIN
46 and  FIN  46  (R)  is not  anticipated  to  have  a  material  impact  on the
Partnership's financial reporting and disclosures.

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

The results of operations  for the three and nine months ended December 31, 2004
continued 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 less than 1% and
approximately  2% for the three  and nine  months  ended  December  31,  2004 as
compared  to the  corresponding  periods in 2003,  primarily  due to rental rate
increases.

Total   expenses,   excluding   general   and   administrative,    general   and
administrative-related  parties,  operating  and other and  insurance,  remained
fairly  consistent  with a  decrease  of  approximately  1% and an  increase  of
approximately  1% for the three  and nine  months  ended  December  31,  2004 as
compared to the corresponding periods in 2003.

                                       16
<PAGE>

General and administrative expense increased approximately $75,000 for the three
months ended December 31, 2004 as compared to the corresponding  period in 2003,
primarily  due  to the  receipt  of an  incentive  management  fee at one  Local
Partnership during the three months ended December 31, 2004.

General  and  administrative-related  parties  expense  increased  approximately
$50,000 and $116,000  for the three and nine months  ended  December 31, 2004 as
compared  to the  corresponding  periods  in 2003,  primarily  due to changes in
management agents at two Local Partnerships to affiliates of the general partner
during the first quarter of 2004 and  increased  expense  reimbursements  at the
Partnership level.

Operating and other expense decreased approximately $39,000 for the three months
ended  December  31,  2004 as  compared  to the  corresponding  period  in 2003,
primarily  due to an  underaccrual  in the  second  quarter of 2003 at one Local
Partnership that was corrected in the third quarter of 2003.

Insurance expense increased by approximately  $68,000 and $114,000 for the three
and nine months ended December 31, 2004 as compared to the corresponding periods
in 2003,  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.

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.

                                       17
<PAGE>

                           PART II. OTHER INFORMATION

Item 1.   Legal Proceedings - See Item 1.  Financial Statements - Note 3.

Item 2.   Unregistered Sales of Equity 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


                                       18
<PAGE>

          (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).

                                       19
<PAGE>

                                   SIGNATURES

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

                          FREEDOM TAX CREDIT PLUS L.P.
                                  (Registrant)

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

                           By: RELATED FREEDOM ASSOCIATES INC.,
                               General Partner

Date: February 1, 2005

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

Date: February 1, 2005

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

                           and

                           By: FREEDOM GP INC.,
                               a General Partner

Date: February 1, 2005

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

Date: February 1, 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 ended
         December 31, 2004 of the Partnership;

     2.  Based on my  knowledge,  this  quarterly  report  does not  contain any
         untrue  statement of a material  fact or omit  stating a material  fact
         necessary  in  order  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 quarterly report;

     3.  Based on my knowledge,  the financial  statements,  and other financial
         information  included in this quarterly 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 quarterly 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 I
         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
         quarterly report was being prepared;



<PAGE>


         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; and

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

         d) disclosed in this quarterly  report any change in the  Partnership's
         internal  control over  financial  reporting  that occurred  during the
         period ending  December 31, 2004 that has  materially  affected,  or is
         reasonably  likely to materially  affect,  the  Partnership's  internal
         control over financial reporting; and

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

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

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


Date:    February 1, 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 December 31, 2004 as filed with
the  Securities  and  Exchange  Commission  ("SEC")  on  the  date  hereof  (the
"Report"),  I,  Alan  P.  Hirmes,  Principal  Executive  Officer  and  Principal
Financial  Officer of Related Freedom  Associates L.P. and Freedom GP Inc., each
of which is the  general  partner of the  Partnership,  certify,  pursuant to 18
U.S.C.  Section 1350, as adopted  pursuant to Section 906 of the  Sarbanes-Oxley
Act of 2002, that:


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


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


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



By: /s/ Alan P. Hirmes
    ------------------
    Alan P. Hirmes
    Principal Executive Officer and Principal Financial Officer
    February 1, 2005