UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





______________





FORM
10-Q





______________


(Mark
One)





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





For
the quarterly period ended December 31, 2008





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 organization)
                  
                  (I.R.S.
      Employer 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  xNo  [  ]








Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting
company.  See the definitions of “large accelerated filer”,
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.








Large
      accelerated filer [  ]
            
            Accelerated
      filer  [  ]Non-accelerated
      filer [  ]  (Do not check if a smaller reporting
      company)
            
            Smaller
      reporting company  x








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











PART I –
FINANCIAL INFORMATION





Item 1.
Financial Statements





FREEDOM
TAX CREDIT PLUS L.P.


AND
SUBSIDIARIES


CONDENSED
CONSOLIDATED BALANCE SHEETS














December
      31,
              2008
            
            March
      31,
              2008(Unaudited)
            
            (Audited)ASSETSOperating
      assetsProperty
      and equipment – (at cost, net of accumulated depreciation of $0 and
      $3,918,503,respectively)
            
            $
            0
            
            $
            4,802,660Cash
      and cash equivalents
            
            
            3,000,265
            
            
            3,548,031Cash
      held in escrow
            
            
            0
            
            
            603,486Deferred
      costs (net of accumulated amortization of $0 and $120,950,
      respectively)
            
            
            0
            
            
            188,159Due
      from local general partners and affiliates (Note 2)
            
            
            27,387
            
            
            284,282Other
      assets (Note 3)
            
            
            450,000
            
            
            49,990Total
      operating assets
            
            
            3,477,652
            
            
            9,476,608Assets
      related to discontinued operations (Note 4)Property
      and equipment held for sale (net of accumulated depreciation of $0 and
      $1,195,775, respectively)
            
            
            0
            
            
            1,211,462Other
      assets related to discontinued operations
            
            
            56,504
            
            
            282,965Total
      assets related to discontinued operations
            
            
            56,504
            
            
            1,494,427Total
      assets
            
            $
            3,534,156
            
            $
            10,971,035LIABILITIES
      AND PARTNERS’ CAPITAL (DEFICIT)Operating
      liabilitiesMortgage
      notes payable
            
            $
            0
            
            $
            4,507,006Accounts
      payable and other liabilities
            
            
            37,340
            
            
            204,024Due
      to local general partners and affiliates
            
            
            0
            
            
            19,081Due
      to general partners and affiliates (Note 2)
            
            
            0
            
            
            2,166,168Total
      operating liabilities
            
            
            37,340
            
            
            6,896,279Liabilities
      related to discontinued operations (Note 4)Mortgage
      notes payable
            
            
            0
            
            
            1,610,199Liabilities
      related to discontinued operations including minority
    interest
            
            
            31,472
            
            
            297,989Total
      liabilities related to discontinued operations
            
            
            31,472
            
            
            1,908,188Total
      liabilities
            
            
            68,812
            
            
            8,804,467Minority
      interests
            
            
            (5,402
            )
            
            (201,531
            )Commitments
      and contingencies (Note 5)Partners’
      capital (deficit):Limited
      partners – 72,896 BACs issued and outstanding
            
            
            (2,998,163
            )
            
            (2,059,612
            )General
      partners
            
            
            6,468,909
            
            
            4,427,711Total
      partners’ capital (deficit)
            
            
            3,470,746
            
            
            2,368,099Total
      liabilities and partners’ capital (deficit)
            
            $
            3,534,156
            
            $
            10,971,035The
      accompanying notes are an integral part of these condensed consolidated
      financial statements.


- 2
-


FREEDOM
TAX CREDIT PLUS L.P.


AND
SUBSIDIARIES


CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS


(Unaudited)














Three
      Months Ended
                December
      31,
              
              
              Nine
      Months Ended
                December
      31,2008
              
              
              2007*
              
              
              2008
              
              
              2007*Operations:RevenuesOther
      (including interest income)
              
              $
              87,929
              
              
              $
              86,322
              
              
              $
              65,624
              
              
              $
              236,988Total
      revenues
              
              
              87,929
              
              
              
              86,322
              
              
              
              65,624
              
              
              
              236,988ExpensesGeneral
      and administrative
              
              
              54,745
              
              
              
              116,069
              
              
              
              217,069
              
              
              
              330,552General
      and administrative-related parties (Note 2)
              
              
              13,986
              
              
              
              108,792
              
              
              
              105,960
              
              
              
              235,657Depreciation
      and amortization
              
              
              0
              
              
              
              89
              
              
              
              0
              
              
              
              266Total
      expenses
              
              
              68,731
              
              
              
              224,950
              
              
              
              323,029
              
              
              
              566,475Income
      (loss) from continuing operations
              
              
              19,198
              
              
              
              (138,628
              )
              
              
              (257,405
              )
              
              
              (329,487
              )Discontinued
      operations:(Loss)
      income from discontinued operations (including minority interest and gain
      (loss) on sale of properties) (Note 4)
              
              
              (911,306
              )
              
              
              3,727,143
              
              
              
              (690,626
              )
              
              
              3,305,964Net
      (loss) income
              
              $
              (892,108
              )
              
              $
              3,588,515
              
              
              $
              (948,031
              )
              
              $
              2,976,477Income
      (loss) from continuing operations – limited partners
              
              $
              19,006
              
              
              $
              (137,242
              )
              
              $
              (254,831
              )
              
              $
              (326,192
              )(Loss)
      income from discontinued operations (including minority interest and gain
      (loss) on sale of properties) – limited partners
              
              
              (902,193
              )
              
              
              3,689,872
              
              
              
              (683,720
              )
              
              
              3,272,904Net
      (loss) income – limited partners
              
              $
              (883,187
              )
              
              $
              3,552,630
              
              
              $
              (938,551
              )
              
              $
              2,946,712Number
      of BACs outstanding
              
              
              72,896
              
              
              
              72,896
              
              
              
              72,896
              
              
              
              72,896Income
      (loss) from continuing operations per weighted average BAC
              
              $
              0.26
              
              
              $
              (1.88
              )
              
              $
              (3.50
              )
              
              $
              (4.47
              )(Loss)
      income from discontinued operations per weighted average
    BAC
              
              
              (12.38
              )
              
              
              50.61
              
              
              
              (9.38
              )
              
              
              44.89Net
      (loss) income per weighted average BAC
              
              $
              (12.12
              )
              
              $
              48.73
              
              
              $
              (12.88
              )
              
              $
              40.42*  Reclassified
      for comparative purposes.The
      accompanying notes are an integral part of these condensed consolidated
      financial statements.


- 3
-


FREEDOM
TAX CREDIT PLUS L.P.


AND
SUBSIDIARIES


CONDENSED
CONSOLIDATED STATEMENT OF CHANGES


IN
PARTNERS’ CAPITAL (DEFICIT)


(Unaudited)














Total
                  
                  Limited
                    Partners
                  
                  General
                    PartnersPartners’
      capital (deficit) – April 1, 2008
                  
                  $
                  2,368,099
                  
                  $
                  (2,059,612
                  )
                  $
                  4,427,711Net
      loss
                  
                  
                  (948,031
                  )
                  
                  (938,551
                  )
                  
                  (9,480
                  )Contribution
      – write-off of partnership management fees related to sold
      properties
                  
                  
                  2,049,678
                  
                  
                  0
                  
                  
                  2,049,678Contribution
      – write-off of related party debt
                  
                  
                  1,000
                  
                  
                  0
                  
                  
                  1,000Partners’
      capital (deficit) – December 31, 2008
                  
                  $
                  3,470,746
                  
                  $
                  (2,998,163
                  )
                  $
                  6,468,909The
      accompanying notes are an integral part of these condensed consolidated
      financial
statements.





- 4
-


FREEDOM
TAX CREDIT PLUS L.P.


AND
SUBSIDIARIES


CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS


(Unaudited)











Nine
      Months Ended
              December
      31,2008
            
            
            2007Cash
      flows from operating activities:Net
      (loss) income
            
            $
            (948,031
            )
            
            $
            2,976,477Adjustments
      to reconcile net (loss) income to net cash (used in) provided by operating
      activities:(Gain)
      loss on sale of properties
            
            
            (134,575
            )
            
            
            172,895Depreciation
      and amortization
            
            
            205,988
            
            
            
            1,015,908Minority
      interest in loss (gain) of subsidiaries
            
            
            879,031
            
            
            
            (3,880,849
            )Increase
      in cash held in escrow
            
            
            (166,297
            )
            
            
            (200,077
            )(Increase)
      decrease in other assets
            
            
            (198,756
            )
            
            
            357,439Decrease
      in accounts payable and other liabilities
            
            
            (262,594
            )
            
            
            (422,348
            )Decrease
      in due to general partners and affiliates
            
            
            (143,877
            )
            
            
            (17,301
            )Increase
      in due to local general partners and affiliates
            
            
            0
            
            
            
            4,465Net
      cash (used in) provided by operating activities
            
            
            (769,111
            )
            
            
            6,609Cash
      flows from investing activities:Proceeds
      from sale of investments
            
            
            244,575
            
            
            
            6,741,767Costs
      paid relating to sale of properties
            
            
            0
            
            
            
            (297,349
            )Acquisition
      of property and equipment
            
            
            0
            
            
            
            (174,522
            )Net
      cash provided by investing activities
            
            
            244,575
            
            
            
            6,269,896Cash
      flows from financing activities:Repayments
      of mortgage notes
            
            
            (38,724
            )
            
            
            (2,042,897
            )Decrease
      in capitalization of consolidated subsidiaries attributable to minority
      interest
            
            
            0
            
            
            
            (625,025
            )Net
      cash used in financing activities
            
            
            (38,724
            )
            
            
            (2,667,922
            )Net
      (decrease) increase in cash and cash equivalents
            
            
            (563,260
            )
            
            
            3,608,583Cash
      and cash equivalents at beginning of period
            
            
            3,584,111
            
            
            
            5,901,561Cash
      and cash equivalents at end of period*
            
            $
            3,020,851
            
            
            $
            9,510,144Summarized
      below are the components of the gain (loss)  on sale of
      properties:Proceeds
      from sale of investment – net
            
            $
            (244,575
            )
            
            $
            (6,444,418
            )Decrease
      in property and equipment, net of accumulated depreciation
            
            
            5,815,144
            
            
            
            9,175,941Increase
      in capital contribution – General Partner
            
            
            1,000
            
            
            
            40,194Decrease
      in cash held in escrow
            
            
            950,693
            
            
            
            1,154,502Decrease
      in rents receivable
            
            
            21,766
            
            
            
            265,690(Increase)
      decrease in other assets
            
            
            (192,963
            )
            
            
            47,305Decrease
      in mortgage notes payable
            
            
            (6,078,481
            )
            
            
            (6,566,439
            )Decrease
      in accounts payable and other liabilities
            
            
            (14,304
            )
            
            
            (335,320
            )Decrease
      in due to general partners and affiliates
            
            
            (1,000
            )
            
            
            (82,694
            )Increase
      (decrease) in due to local general partners and affiliate
            
            
            264,433
            
            
            
            (1,225,094
            )Decrease
      in deferred costs
            
            
            181,149
            
            
            
            39,070(Decrease)
      increase in capitalization of consolidated subsidiaries attributable to
      minority interest
            
            
            (837,437
            )
            
            
            4,104,158Supplemental
      disclosures of non-cash investing and financing
activities:Contribution
      from write-off of related party debt
            
            $
            1,000
            
            
            $
            0Contribution
      from write-off of partnership management fees related to sold
      properties
            
            
            2,049,678
            
            
            
            0See
      Note 4 for cash flows from discontinued operations.*Cash
      and cash equivalents, end of period, includes cash and cash equivalents
      from discontinued operations of $20,586 and $313,267,respectively.
              
              The
      accompanying notes are an integral part of these condensed consolidated
      financial statements.


- 5
-


FREEDOM
TAX CREDIT PLUS L.P.


AND
SUBSIDIARIES


NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


December
31, 2008


(Unaudited)








NOTE 1 –
General





The
condensed consolidated financial statements include the accounts of Freedom Tax
Credit Plus L.P. (“the Partnership”) and its subsidiary partnerships
(“subsidiaries”, “subsidiary partnerships” or “Local Partnerships”) in which the
Partnership is a limited partner. Through the rights of the Partnership and/or
an affiliate of Related Freedom Associates L.P., a Delaware limited partnership
and Freedom GP Inc., a Delaware corporation (each a “General Partner” and
collectively, the “General Partners”), which affiliate has a contractual
obligation to act on behalf of the Partnership to remove the general partner of
the subsidiary partnership (each a “Local General Partner”), and to approve
certain major operating and financial decisions, the Partnership has a
controlling financial interest in the Local Partnerships.  As of
December 31, 2008, the Partnership has sold all of its remaining investments
(see Note 3).





For
financial reporting purposes, the Partnership’s third fiscal quarter ends on
December 31 in order to allow adequate time for the subsidiaries’ financial
statements to be prepared and consolidated.  The third quarter for all
subsidiaries ends September 30.  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 $0 and $3,785,000
and $0 and $3,881,000 for the three and nine months ended December 31, 2008 and
2007, respectively, which include approximately $0 and $3,785,000 and $0 and
$3,881,000, respectively, related to discontinued operations.  The
Partnership’s investment in each subsidiary is generally equal to the respective
subsidiary’s partners’ equity less minority interest capital, if
any.





The books
and records of the Partnership are maintained on the accrual basis of accounting
in accordance with accounting principles generally accepted in the United States
of America. In the opinion of the General Partners of the Partnership, the
accompanying unaudited condensed consolidated financial statements contain all
adjustments (consisting only of normal recurring adjustments) necessary to
present fairly the condensed consolidated financial position of the Partnership
as of December 31, 2008, its results of operations for the three and nine months
ended December 31, 2008 and 2007 and its cash flows for the nine months ended
December 31, 2008 and 2007.  However, the operating results and cash
flows for the nine months ended December 31, 2008 may not be indicative of the
results for the entire year.





Certain
information and note disclosures normally included in financial statements
prepared in accordance with accounting principles generally accepted in the
United States of America have been omitted or condensed.  These
condensed consolidated financial statements should be read in conjunction with
the consolidated financial statements and notes thereto included in the
Partnership’s Annual Report on Form 10-K for the year ended March 31,
2008.








NOTE 2 –
Related Party Transactions





The costs
incurred to related parties from operations for the three and nine months ended
December 31, 2008 and 2007 were as follows:





Three
      Months Ended
                        December
      31,
                      
                      Nine
      Months Ended
                        December
      31,2008
                      
                      2007*
                      
                      2008
                      
                      2007*Partnership
      management fees (a)
                      
                      $
                      0
                      
                      $
                      86,750
                      
                      $
                      0
                      
                      $
                      138,839Expense
      reimbursement (b)
                      
                      
                      13,986
                      
                      
                      22,042
                      
                      
                      105,960
                      
                      
                      96,818Total
      general and administrative-related parties
                      
                      $
                      13,986
                      
                      $
                      108,792
                      
                      $
                      105,960
                      
                      $
                      235,657*  
      Reclassified for comparative purposes.








The costs
incurred to related parties from discontinued operations for the three and nine
months ended December 31, 2008 and 2007 were as follows:




- 6
-


FREEDOM
TAX CREDIT PLUS L.P.


AND
SUBSIDIARIES


NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


December
31, 2008


(Unaudited)





Three
      Months Ended
                December
      31,
              
              Nine
      Months Ended
                December
      31,2008
              
              2007*
              
              2008
              
              2007*Local
      administrative fee (c)
              
              $
              750
              
              $
              10,297
              
              $
              2,500
              
              $
              30,890Total
      general and administrative-General Partners
              
              
              750
              
              
              10,297
              
              
              2,500
              
              
              30,890Property
      management fees incurred to affiliates ofthe
      Local General Partners (d)
              
              
              38,371
              
              
              83,947
              
              
              118,237
              
              
              285,407Total
      general and administrative-related parties
              
              $
              39,121
              
              $
              94,244
              
              $
              120,737
              
              $
              316,297*  
      Reclassified for comparative purposes.








(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’s Amended and Restated Agreement and
Certificate of Limited Partnership (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).  During the quarter ended December 31, 2008, management deemed
the unpaid partnership management fees related to sold properties uncollectible
and wrote off approximately $2,050,000, resulting in a non-cash General Partner
contribution of the same amount.  Partnership management fees owed to
the General Partners amounting to approximately $0 and $2,090,000 were accrued
and unpaid as of December 31, 2008 and March 31, 2008,
respectively.





(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 $38,371 and
$92,712 and $118,237 and $311,533 for the three and nine months ended December
31, 2008 and 2007, respectively.  Of these fees, $38,371 and $83,947
and $118,237 and $285,407 were incurred to affiliates of the subsidiary
partnerships, all of which related to discontinued operations.





(e)   Due
from Local General Partners and affiliates at December 31, 2008 and March 31,
2008 consists of the following:





December
      31,
                  2008
                
                March
      31, 2008Operating
      advances
                
                $
                0
                
                $
                284,282








NOTE 3 –
Sale of Properties





As of
December 31, 2008, the Partnership has disposed of all forty-two of its original
investments.  During the fourth fiscal quarter ending March 31, 2009,
the Partnership will commence the process of winding down its
operations.  In accordance with the provisions of the Partnership
Agreement, a final cash distribution is expected to be made during calendar year
2009 from available cash less costs incurred to terminate the
Partnership.





On
December 31, 2008, the Partnership’s limited partnership interest in Flipper
Temple Associates, L.P. (“Flipper Temple”) was sold to an affiliate of the Local
General Partner for a sales price of $550,000.  The Partnership
received proceeds of $100,000, and the remaining $450,000 is to be paid in
guaranteed payments through March 1, 2009, which is included in other assets at
December 31, 2008.  Because Flipper Temple was sold to a related party
of the Local Partnership, the sale resulted in a non-cash distribution from the
Local Partnership to the Local General Partner of approximately $1,394,000 at
the date of sale.  Such distribution flows through minority interest
as a result of the write-off of the basis in the property of approximately
$1,944,000 and the $550,000 cash and guaranteed payments receivable from the
sale.





On
October 28, 2008, the Partnership’s limited partnership interest in Pine Shadow,
Ltd. (“Pine Shadow”) was sold to an affiliate of the Local General Partner for a
sales price of $1,000.  Because Pine Shadow was sold to a related
party of the Local Partnership, the sale resulted in a non-cash contribution to
the Local Partnership from the Local General Partner of approximately $294,000
at the date of sale.  Such contribution flows through minority
interest as a result of the write-off of the deficit basis in the property of
approximately $294,000.  The sale also resulted in a non-cash
contribution to the Local Partnership from the General Partner of approximately
$1,000 as a result of write-off of fees owed by the Local Partnership to an
affiliate of the General Partner.





On
October 28, 2008, the Partnership’s limited partnership interest in Westbrook
Square, L.P. (“Westbrook”) was sold to an affiliate of the Local General Partner
for a sales price of $1,000.  Because Westbrook was sold to a related
party of the Local Partnership, the sale resulted in a non-cash contribution to
the Local Partnership from the Local General Partner of approximately $231,000
at the date of sale.  Such contribution flows through minority
interest as a result of the write-off of the deficit basis in the property of
approximately $231,000.





- 7
-


FREEDOM
TAX CREDIT PLUS L.P.
 AND
SUBSIDIARIES
 NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 December
31, 2008
 (Unaudited)





On
February 28, 2008, the Partnership’s limited partnership interest in Ogontz Hall
Investors, L.P. (“Ogontz Hall”) was sold to an affiliate of the Local General
Partner for a sales price of $15,000.  The Partnership received
proceeds of $15,000.  Because Ogontz Hall was sold to a related party
of the Local Partnership, the sale resulted in a non-cash contribution to the
Local Partnership from the Local General Partner of approximately $508,000 at
the date of sale.  An adjustment to the non-cash contribution of
approximately $30,000 was recorded during the quarter ended June 30, 2008,
resulting in an overall non-cash contribution of approximately
$538,000.  Such contribution flows through minority interest as a
result of the write-off of the deficit basis in the property of approximately
$523,000 and the $15,000 cash received from the sale.





On July
26, 2006, the property and the related assets and liabilities of Washington
Brooklyn Limited Partnership (“Washington”) were sold to an unaffiliated third
party purchaser for a sales price of approximately $160,000 and the assumption
of the related mortgage liabilities and certain litigation which was resolved in
2006.  After the repayment of other liabilities and closing costs of
approximately $25,000, the Partnership received $134,575 on May 8,
2008.  During the quarter ended June 30, 2006, in accordance with
Statement of Financial Accounting Standards No. 144, “Accounting for the
Impairment or Disposal of Long-Lived Asset” (“SFAS No. 144”), the Partnership
deemed the building impaired and wrote it down to its fair value which resulted
in a loss on impairment of $400,000.  The sale resulted in a loss of
approximately $384,000 resulting from the write-off of the partners’ basis in
the property of approximately $384,000 at the date of the sale which was
recognized during the year ended March 31, 2007.  Adjustments to the
loss of approximately $5,000 and $135,000 in gain were recorded during the
quarters ended June 30, 2007 and September 30, 2008, resulting in overall loss
of approximately $244,000.  The sale also resulted in a non-cash
contribution to the Local Partnership from an affiliate of the Local General
Partner of approximately $30,000 as a result of the write-off of payables owed
by Local Partnership.  The sale resulted in the liquidation of
Washington.





On
December 31, 2007, the Partnership’s limited partnership interest in Brittany
Associates, L.P. (“Brittany”) was sold to the Local General Partner for a sales
price of $1,000.  The Partnership received proceeds of
$1,000.  Because Brittany Manor was sold to a related party of the
Local Partnership, the sale resulted in a non-cash distribution from the Local
Partnership to the Local General Partner of approximately $25,000 at the date of
sale.  Such distribution, which was recognized during the fourth
quarter ended March 31, 2008,  flows through minority interest as a
result of the write-off of the basis in the property of approximately $26,000
and the $1,000 cash received from the sale.





On
December 31, 2007, the Partnership’s limited partnership interest in Brookwood
Associates, Ltd. (“Brookwood”) was sold to the Local General Partner for a sales
price of $1,000.  The Partnership received proceeds of
$1,000.  Because Brookwood Apartments was sold to a related party of
the Local Partnership, the sale resulted in a non-cash contribution to the Local
Partnership from the Local General Partner of approximately $152,000 at the date
of sale.  Such contribution, which was recognized during the fourth
quarter ended March 31, 2008, flows through minority interest as a result of the
write-off of the deficit basis in the property of approximately $151,000 and the
$1,000 cash received from the sale.





On
December 31, 2007, the Partnership’s limited partnership interest in Elmwood
Associates, L.P. (“Elmwood”) was sold to the Local General Partner for a sales
price of $1,000.  The Partnership received proceeds of
$1,000.  Because Elmwood Square was sold to a related party of the
Local Partnership, the sale resulted in a non-cash distribution from the Local
Partnership to the Local General Partner of approximately $73,000 at the date of
sale.  Such distribution, which was recognized during the fourth
quarter ended March 31, 2008, flows through minority interest as a result of the
write-off of the basis in the property of approximately $74,000 and the $1,000
cash received from the sale.





On
December 31, 2007, the Partnership’s limited partnership interest in Heflin
Hills Apartments, L.P. (“Heflin Hills”) was sold to the Local General Partner
for a sales price of $1,000.  The Partnership received proceeds of
$1,000.  Because Heflin Hills was sold to a related party of the Local
Partnership, the sale resulted in a non-cash contribution to the Local
Partnership from the Local General Partner of approximately $33,000 at the date
of sale.  Such contribution, which was recognized during the fourth
quarter ended March 31, 2008, flows through minority interest as a result of the
write-off of the deficit basis in the property of approximately $32,000 and the
$1,000 cash received from the sale.





On
December 31, 2007, the Partnership’s limited partnership interest in Hidden
Valley Apartments, Ltd. (“Hidden Valley”) was sold to the Local General Partner
for a sales price of $1,000.  The Partnership received proceeds of
$1,000.  Because Hidden Valley was sold to a related party of the
Local Partnership, the sale resulted in a non-cash distribution from the Local
Partnership to the Local General Partner of approximately $128,000 at the date
of sale.  Such distribution, which was recognized during the fourth
quarter ended March 31, 2008, flows through minority interest as a result of the
write-off of the basis in the property of approximately $129,000 and the $1,000
cash received from the sale.





- 8
-


FREEDOM
TAX CREDIT PLUS L.P.
 AND
SUBSIDIARIES
 NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 December
31, 2008
 (Unaudited)





On
December 31, 2007, the Partnership’s limited partnership interest in Shadowood
Apartments, Ltd. (“Shadowood”) was sold to the Local General Partner for a sales
price of $1,000.  The Partnership received proceeds of
$1,000.  Because Shadowood was sold to a related party of the Local
Partnership, the sale resulted in a non-cash distribution from the Local
Partnership to the Local General Partner of approximately $6,000 at the date of
sale.  Such distribution, which was recognized during the fourth
quarter ended March 31, 2008, flows through minority interest as a result of the
write-off of the basis in the property of approximately $7,000 and the $1,000
cash received from the sale.





On
December 31, 2007, the Partnership’s limited partnership interest in West Hill
Square Apartments, Ltd. (“West Hill Square”) was sold to the Local General
Partner for a sales price of $1,000.  The Partnership received
proceeds of $1,000.  Because West Hill Square was sold to a related
party of the Local Partnership, the sale resulted in a non-cash contribution to
the Local Partnership from the Local General Partner of approximately $6,000 at
the date of sale.  Such contribution, which was recognized during the
fourth quarter ended March 31, 2008, flows through minority interest as a result
of the write-off of the deficit basis in the property of approximately $5,000
and the $1,000 cash received from the sale.





On
December 31, 2007, the Partnership’s limited partnership interest in Windsor
Place, Ltd. (“Windsor”) was sold to the Local General Partner for a sales price
of $1,000.  The Partnership received proceeds of
$1,000.  Because Windsor Place was sold to a related party of the
Local Partnership, the sale resulted in a non-cash contribution to the Local
Partnership from the Local General Partner of approximately $28,000 at the date
of sale.  Such contribution, which was recognized during the fourth
quarter ended March 31, 2008, flows through minority interest as a result of the
write-off of the deficit basis in the property of approximately $27,000 and the
$1,000 cash received from the sale.





On
December 27, 2007, the Partnership’s limited partnership interest in Middletown
Associates (“Wilson Street”) was sold to an affiliate of the Local General
Partner for a sales price of $20,000.  Because Wilson Street was sold
to a related party of the Local Partnership, the sale resulted in a non-cash
contribution to the Local Partnership from the Local General Partner of
approximately $53,000 at the date of sale.  A downward adjustment to
the non-cash contribution of $2,000 was recorded during the quarter ended March
31, 2008, resulting in an overall non-cash contribution of
$51,000.  Such contribution flows through minority interest as a
result of the write-off of the deficit basis in the property of approximately
$33,000 and $20,000 cash received from the sale.  The sale also
resulted in a non-cash contribution to the Local Partnership from an affiliate
of the General Partner of approximately $23,000 as a result of the write-off of
payables owed by the Local Partnership.





On
December 10, 2007, the Partnership’s limited partnership interest in Pecan Creek
Limited Partnership (“Pecan Creek”) was sold to an affiliate of the Local
General Partner for a sales price of $25,000.  The Partnership
received proceeds of $25,000.  Because Pecan Creek was sold to a
related party of the Local Partnership, the sale resulted in a non-cash
contribution to the Local Partnership from the Local General Partner of
approximately $99,000 at the date of sale.  Such contribution flows
through minority interest as a result of the write-off of the deficit basis in
the property of approximately $74,000 and the $25,000 received from the
sale.





On
November 16, 2007, the Partnership’s limited partnership interest in Grand
Vendome Associates Limited Partnership (“Vendome”) was sold to an affiliate of
the Local General Partner for a sales price of $125,000.  The
Partnership received proceeds of $125,000.  Because Vendome was sold
to a related party of the Local Partnership, the sale resulted in a non-cash
contribution to the Local Partnership from the Local General Partner of
approximately $1,271,000 at the date of sale.  An adjustment to the
non-cash contribution of $106,000 was recorded during the quarter ended March
31, 2008, resulting in an overall non-cash contribution of
$1,377,000.  Such contribution flows through minority interest as a
result of the write-off of the deficit basis in the property of approximately
$1,252,000 and the $125,000 cash received from the sale.





On
October 24, 2007, the property and the related assets and liabilities of
Victoria Manor Associates (“Victoria Manor”) were sold to an affiliate of the
Local General Partner for a sale price of $6,475,000.  The Partnership
received proceeds of $3,660,000 from this sale after the repayment of mortgages,
other liabilities, closing costs and distribution to minority interest of
approximately $2,818,000.  Because Victoria Manor was sold to a
related party of the Local Partnership, the sale resulted in a non-cash
contribution to the Local Partnership from the Local General Partner of
approximately $2,726,000 at the date of sale.  An adjustment to the
non-cash contribution of $744,000 was recorded during the quarter ended March
31, 2008, resulting in an overall non-cash contribution of
$3,470,000.  Such contribution flows through minority interest as a
result of the write-off of the deficit basis in the property.





On
September 11, 2007, the Partnership’s limited partnership interest in Magnolia
Mews Limited Partnership (“Magnolia Mews”) was sold to the Local General Partner
for a sales price of $82,500.  The Partnership received proceeds of
$82,500 from this sale.  Because Magnolia Mews was sold to a related
party of the Local Partnership, the sale resulted in a non-cash distribution
from the Local Partnership to the Local General Partner of approximately
$153,000 at the date of the sale.  A downward adjustment to the
non-cash distribution of $27,000 was recorded during the quarter ended March 31,
2008, resulting in an overall non-cash distribution of $126,000.  Such
distribution flows through minority interest as a result of the write-off of the
partners’ basis in the property of approximately $208,000 and the $82,500 cash
received from the sale.





- 9
-


FREEDOM
TAX CREDIT PLUS L.P.
 AND
SUBSIDIARIES
 NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 December
31, 2008
 (Unaudited)








NOTE 4 –
Discontinued Operations





The
following table summarizes the financial position of the Local Partnerships that
are classified as discontinued operations because the respective Local
Partnerships were sold or under contract to be sold and, therefore, classified
as assets held for sale.  Victoria Manor and Ogontz Hall, which were
sold during the year ended March 31, 2008, and Warsaw, Westbrook, Pine Shadow
and Flipper Temple, which were sold during the nine months ended December 31,
2008, were all classified as discontinued operations on the accompanying
condensed consolidated balance sheets.  Victoria Manor, which was sold
during the year ended March 31, 2008 and Pine Shadow, which was classified as an
asset held for sale as of March 31, 2008, were all classified as discontinued
operations on the accompanying balance sheets.





Consolidated
Balance Sheets of Discontinued Operations:





December
      31,
                2008
              
              
              March
      31,
                2008AssetsProperty
      and equipment, net of accumulated depreciation of $0 and
                $1,195,775,
      respectively
              
              $
              0
              
              
              $
              1,211,462Cash
      and cash equivalents
              
              
              20,586
              
              
              
              36,080Cash
      held in escrow
              
              
              28,626
              
              
              
              209,536Other
      assets
              
              
              7,292
              
              
              
              37,349Total
      assets
              
              $
              56,504
              
              
              $
              1,494,427LiabilitiesMortgage
      notes payable
              
              $
              0
              
              
              $
              1,610,199Accounts
      payable and other liabilities
              
              
              0
              
              
              
              110,212Due
      to local general partners and affiliates
              
              
              31,472
              
              
              
              32,239Due
      to general partners and affiliates
              
              
              0
              
              
              
              1,000Minority
      interest
              
              
              0
              
              
              
              154,538Total
      liabilities
              
              $
              31,472
              
              
              $
              1,908,188








The
following table summarizes the results of operations of the Local Partnerships
that are classified as discontinued operations.  Ogontz Hall and
Victoria Manor, which were sold during the year ended March 31, 2008, and
Warsaw, Westbrook, Pine Shadow and Flipper Temple, which were sold during the
nine months ended December 31, 2008, were all classified as discontinued
operations on the accompanying condensed consolidated statements of
operations.  Magnolia Mews, Cooper Street, Vendome, Wilson Street,
Pecan Creek, Brittany, Brookwood, Elmwood, Heflin Hills, Hidden Valley, New
Augusta, Shadowood, West Hill Square and Windsor, which were sold during the
nine months ended December 31, 2007, and Ogontz Hall, Warsaw, Pine Shadow,
Westbrook and Flipper Temple, in order to present comparable results for the
three and nine months ended December 31, 2008, were all classified as
discontinued operations on the accompanying condensed consolidated statements of
operations.





- 10
-


FREEDOM
TAX CREDIT PLUS L.P.
 AND
SUBSIDIARIES
 NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 December
31, 2008
 (Unaudited)





Three
      Months Ended
              December
      31,
            
            
            Nine
      Months Ended
              December
      31,2008
            
            
            2007*
            
            
            2008
            
            
            2007*RevenuesRental
      income
            
            $
            720,427
            
            
            $
            1,187,712
            
            
            $
            1,707,627
            
            
            $
            4,030,166Other
            
            
            10,982
            
            
            
            175,865
            
            
            
            186,047
            
            
            
            527,394Gain
      (loss) on sale of property
            
            
            0
            
            
            
            0
            
            
            
            134,575
            
            
            
            (172,895
            )Total
      revenues
            
            
            731,409
            
            
            
            1,363,577
            
            
            
            2,028,249
            
            
            
            4,384,665ExpensesGeneral
      and administrative
            
            
            121,145
            
            
            
            167,997
            
            
            
            292,216
            
            
            
            708,667General
      and administrative-related parties (Note 2)
            
            
            39,121
            
            
            
            94,244
            
            
            
            120,737
            
            
            
            316,297Repairs
      and maintenance
            
            
            143,145
            
            
            
            302,344
            
            
            
            361,731
            
            
            
            956,784Operating
      and other
            
            
            76,532
            
            
            
            135,085
            
            
            
            173,908
            
            
            
            482,765Real
      estate taxes
            
            
            68,146
            
            
            
            81,874
            
            
            
            143,447
            
            
            
            248,440Insurance
            
            
            54,074
            
            
            
            68,513
            
            
            
            122,205
            
            
            
            245,866Interest
            
            
            121,991
            
            
            
            304,796
            
            
            
            419,612
            
            
            
            985,089Depreciation
      and amortization
            
            
            71,979
            
            
            
            266,594
            
            
            
            205,988
            
            
            
            1,015,642Total
      expenses
            
            
            696,133
            
            
            
            1,421,447
            
            
            
            1,839,844
            
            
            
            4,959,550Income
      (loss) before minority interest
            
            
            35,276
            
            
            
            (57,870
            )
            
            
            188,405
            
            
            
            (574,885
            )Minority
      interest in (income) loss of subsidiaries from discontinuedoperations
            
            
            (946,582
            )
            
            
            3,785,013
            
            
            
            (879,031
            )
            
            
            3,880,849Net
      (loss) income from discontinued operations
            
            $
            (911,306
            )
            
            $
            3,727,143
            
            
            $
            (690,626
            )
            
            $
            3,305,964Net
      (loss) income – limited partners from discontinued
    operations
            
            $
            (902,193
            )
            
            $
            3,689,872
            
            
            $
            (683,720
            )
            
            $
            3,272,904Number
      of BACs outstanding
            
            
            72,896
            
            
            
            72,896
            
            
            
            72,896
            
            
            
            72,896Net
      (loss) income from discontinued operations per weighted average
      BAC
            
            $
            (12.38
            )
            
            $
            50.61
            
            
            $
            (9.38
            )
            
            $
            44.89








Cash
Flows from Discontinued Operations:





Nine
      Months Ended
                  December
      31,2008
                
                
                2007*Net
      cash used in discontinued operating activities
                
                $
                (1,335,791
                )
                
                $
                (1,214,648
                )Net
      cash provided by (used in) discontinued investing
    activities
                
                $
                244,397
                
                
                $
                (13,610,159
                )Net
      cash provided by discontinued financing activities
                
                $
                798,713
                
                
                $
                14,534,670





*  Reclassified
for comparative purposes.








NOTE 5 –
Commitments and Contingencies





Other





As of
December 31, 2008, the Partnership has disposed of all of its investments in
subsidiary partnerships (see Note 3).  During the fourth fiscal
quarter ending March 31, 2009, the Partnership will commence the process of
winding down its operations.





Except as
described above, management is not aware of any trends or events, commitments or
uncertainties, which have not otherwise been disclosed, that will or are likely
to impact liquidity in a material way.  Management believes the only
impact would be from laws that have not yet been adopted.


- 11
-


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





Liquidity and Capital
Resources





The
Partnership’s capital was originally invested in forty-two Local
Partnerships.  As of December 31, 2008, the Partnership disposed of
all of its original investments.  During the fourth fiscal quarter
ending March 31, 2009, the Partnership will commence the process of winding down
its operations.  In accordance with the provisions of the Partnership
Agreement, a final cash distribution is expected to be made during calendar year
2009 from available cash less costs incurred to terminate the
Partnership.





Short-Term





The
Partnership’s primary sources of funds have included:  (i) working
capital reserves, exclusive of Local Partnerships’ working capital; (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 (other than sales
proceeds and sales distributions), are available to meet the obligations of the
Partnership.  During the nine months ended December 31, 2008 and 2007,
distributions from operations of the Local Partnerships amounted to
approximately $2,000 and $68,000, respectively, which have been eliminated in
consolidation.  Additionally, during the nine months ended December
31, 2008 and 2007, the Partnership received approximately $256,000 and
$3,927,000, respectively, of proceeds and distributions from the sale of
investments.





For the
nine months ended December 31, 2008, cash and cash equivalents of the
Partnership and its consolidated Local Partnerships decreased approximately
$563,000 due to net cash used in operating activities of approximately $769,000
and repayments of mortgage notes of approximately $39,000.  Such
outflows exceeded proceeds from sale of investments of approximately
$245,000.  Included in the adjustments to reconcile the net loss to
net cash used in operating activities is depreciation and amortization of
approximately $206,000 and gain on sale of properties of approximately
$135,000.





Total
expenses for the three and nine months ended December 31, 2008 and 2007,
excluding depreciation and amortization and general and administrative–related
parties, totaled $54,745 and $116,069 and $217,069 and $330,552,
respectively.





As of
December 31, 2008 and March 31, 2008, accounts payable and other liabilities
totaled $37,340 and $204,024, respectively, which are comprised of the following
amounts:





December
      31,
                2008
              
              March
      31,
                2008Accounts
      payable
              
              $
              37,340
              
              $
              141,746Accrued
      interest payable
              
              
              0
              
              
              19,710Security
      deposits payable
              
              
              0
              
              
              42,568Total
      accounts payable and other liabilities
              
              $
              37,340
              
              $
              204,024








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.





Accrued
interest payable, which were recorded at March 31, 2008, represented the accrued
interest on all mortgage loans, which included primary and secondary loans.
Certain secondary loans had provisions such that interest was accrued but not
payable until a future date.





Security
deposits payable, which were recorded at March 31, 2008, were offset by cash
held in security deposits, which were included in “Cash held in escrow” on the
financial statements.





A working
capital reserve of approximately $2,996,000, exclusive of Local Partnerships’
working capital, remained unused at December 31, 2008.  It is used to
pay operating expenses of the Partnership, including partnership management fees
payable to the General Partners and advances to Local Partnerships if
warranted.





Partnership
management fees and expense reimbursements owed to the General Partners
amounting to approximately $0 and $2,126,000 were accrued and unpaid as of
December 31, 2008 and March 31, 2008, respectively.  During the
quarter ended December 31, 2008, management deemed the unpaid partnership
management fees related to sold properties uncollectible and wrote off
approximately $2,050,000, resulting in a non-cash General Partner contribution
of the same amount.





For a
discussion of contingencies affecting certain Local Partnerships, see Note 5 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.





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.  As of December 31, 2008, the Partnership has
disposed of all of its investments.





The
Partnership fully invested the proceeds of its offering in forty-two local
partnerships, all of which were held through the end of their respective
Compliance Periods.  The Tax Credit Periods and Compliance Periods for
each Local Partnership expired with each Local Partnership having utilized its
full Tax Credits without recapture.





- 12
-





Off-Balance Sheet
Arrangements


The
Partnership has no off-balance sheet arrangements.





Tabular disclosure of
Contractual Obligations


The
Partnership disclosed in Item 7 of the Partnership’s Annual Report on Form 10-K
for the year ended March 31, 2008, the Partnership’s commitments to make future
payments under its debt agreements and other contractual
obligations.  At December 31, 2008, the Partnership has no mortgage
notes payable.





Discontinued
Operations





As of
December 31, 2008, the Partnership had sold all of its remaining
investments.  The disposals meet the criteria established for
recognition as a discontinued operation under Statement of Financial Accounting
Standards No. 144 Accounting
for the Impairment or Disposal of Long-Lived Assets (“SFAS No.
144”).  SFAS No. 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.  See Note 3 to the condensed
consolidated financial statements for a discussion of the sale of
properties.





Critical Accounting Policies
and Estimates





In
preparing the condensed consolidated financial statements, management has made
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting periods. Actual results could differ
from those estimates. Set forth below is a summary of the accounting policies
that management believes are critical to the preparation of the condensed
consolidated financial statements. The summary should be read in conjunction
with the more complete discussion of the Partnership accounting policies
included in Item 8, Note 2 to the consolidated financial statements in the
Annual Report on Form 10-K for the year ended March 31, 2008.





Property and
Equipment





In
accordance with SFAS No. 144, the results of discontinued operations are
reported as a separate component of income before extraordinary items on the
condensed 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
condensed consolidated 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 condensed consolidated
balance sheets.





During
the nine months ended December 31, 2008, the Partnership has not recorded any
loss on impairment of assets or reduction to estimated fair
value.  For the period from inception through December 31, 2008, the
Partnership has recorded approximately $5,726,000 as a loss on impairment of
assets or reduction to estimated fair value.





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





Revenue
Recognition





Rental
income is earned primarily under standard residential operating leases and is
typically due the first day of each month, but can vary by property due to the
terms of the tenant leases. Rental income is recognized when earned and as rents
become due and charged to tenants’ accounts receivable if not received by the
due date.   Rental payments received in advance of the due date
are deferred until earned. Rental subsidies are recognized as rental income
during the month in which they are earned. As of December 31, 2008, the
Partnership has disposed of all of its remaining assets and no longer will be
generating rental income.





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





As of
December 31, 2008, the Partnership has sold all of its remaining
assets.  Therefore, all operations have been
discontinued.  During the fourth fiscal quarter ending March 31, 2009,
the Partnership will commence the process of winding down its
operations.





Item
3.   Quantitative and Qualitative Disclosures about Market
Risk





As of
December 31, 2008, the Partnership does not have any market sensitive
instruments.








Item
4(T).   Controls and Procedures





(a)Evaluation of Disclosure
Controls and Procedures.The Chief Executive Officer and Chief
Financial Officer of Related Freedom Associates L.P. and Freedom G.P. Inc., the
general partners of the Partnership, have 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 officers have concluded that,
as of the end of such period, the Partnership’s disclosure controls and
procedures are effective.





- 13
-




(b)  Management’s Annual
Report on Internal Control over Financial Reporting.Our management is
responsible for establishing and maintaining adequate internal control over
financial reporting, as such term is defined in Exchange Act
Rules 13a-15(f) and 15d-15(f).  In evaluating the Partnership’s
internal control over financial reporting, management has adopted the framework
in Internal Control-Integrated Framework issued by the Committee of Sponsoring
organizations of the Treadway Commission (the “COSO
Framework”).  Under the supervision and with the participation of our
management, including the Chief Executive Officer and Chief Financial Officer of
the General Partner, the Partnership conducted an evaluation of the
effectiveness of its internal control over financial reporting as of March 31,
2008.  The Partnership’s internal control over financial reporting is
a process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
reporting purposes in accordance with generally accepted accounting
principles.  Internal control over financial reporting includes those
policies and procedures that (1) pertain to the maintenance of records
that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the Company; (2) provide reasonable assurance
that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that
receipts and expenditures of the Company are being made only in accordance with
authorizations of management and directors of the Company; and (3) provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the company’s assets that could have a
material effect on the financial statements.  However, because of
inherent limitations, internal control over financial reporting may not prevent
or detect misstatements.  Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.





Based on
management’s evaluation under the COSO Framework, it has concluded that the
Partnership’s internal control over financial reporting, was, as of March 31,
2008, effective at the Partnership level, in that they provide reasonable
assurance that information required to be disclosed by the Partnership in the
reports it files or submits under the Securities Exchange Act is recorded,
processed, summarized and reported within the time periods specified in the
SEC's rules and forms.





The
Partnership’s Annual Report on Form 10-K did not include an attestation report
of the Partnership’s registered public accounting firm regarding internal
control over financial reporting. The Partnership’s internal control over
financial reporting was not subject to attestation by the Partnership’s
registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permit the Partnership to provide only this
report.





(c)  Changes in Internal Controls over Financial
Reporting.Except as noted in (b) above, during the period
ended December 31, 2008, there were no changes in the Partnership’s internal
control over financial reporting that have materially affected, or are
reasonably likely to materially affect, the Partnership’s internal control over
financial reporting.








- 14
-


PART
II.  OTHER INFORMATION








Item
      1.
            Legal
      Proceedings – NoneItem
      1A.
            Risk
      Factors – No changesItem
      2.
            Unregistered
      Sales of Equity and Use of Proceeds – NoneItem
      3.
            Defaults
      Upon Senior Securities – NoneItem
      4.
            Submission
      of Matters to a Vote of Security Holders – NoneItem
      5.
            Other
      Information – NoneItem
      6.
            Exhibits(3A)
            The
      Partnership's Amended and Restated Agreement of Limited Partnership,
      incorporated herein as an exhibit by reference to Exhibit A to the
      Partnership's Prospectus, dated February 9, 1990, as supplemented by
      supplements thereto dated December 7, 1990, May 10, 1991, July 10, 1991
      and July 23, 1991 (as so supplemented, the "Prospectus"), filed with the
      Securities and Exchange Commission on July 30, 1992, as part of
      Post-Effective Amendment No. 6 to the Partnership's registration statement
      on Form S-11, File No. 33-30859 ("Post-Effective Amendment No.
      6")(3B)
            The
      Partnership's Certificate of Limited Partnership, as filed with Secretary
      of State of the State of Delaware on August 28, 1989, incorporated herein
      as an exhibit by reference to Exhibit (3C) to the Partnership's
      registration statement on Form S-11, File No. 33-30859, as filed with the
      Securities and Exchange Commission on September 1, 1989 (the "Initial
      S-11")(10A)
            Form
      of Subscription Agreement, incorporated herein as an exhibit by reference
      to Exhibit B to the Prospectus as filed as part of Post-Effective
      Amendment No. 6(10B)
            Form
      of Purchase and Sale Agreement pertaining to the Partnership's acquisition
      of Local Partnership Interests, incorporated herein as an exhibit by
      reference to Exhibit (10C) to the Initial S-11(10C)
            Form
      of Amended and Restated Agreement of Limited Partnership of Local
      Partnerships, incorporated herein as an exhibit by reference to Exhibit
      (10D) to Pre-Effective Amendment No. 1 to the Partnership’s registration
      statement on Form S-11, File No. 33-30859, as filed with the Securities
      and Exchange Commission on December 21, 1989(10D)
            to
      Pre-Effective Amendment No. 1 to the Partnership's registration statement
      on Form S-11, File No. 33-30859, as filed with the Securities and Exchange
      Commission on December 21, 1989(31.1)
            Certification Pursuant to Rule 13a-14(a) or Rule
      15d-14(a)(31.2)
            Certification Pursuant to Rule 13a-14(a) or Rule
      15d-14(a)(32.1)
            Certification Pursuant to Rule 13a-14(b) or Rule
      15d-14(b) and Section 1350 of Title 18 of the United States Code (18
      U.S.C. 1350)














- 15
-




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.








By:
                RELATED
      FREEDOM ASSOCIATES L.P.a
      General PartnerBy:
                RELATED
      FREEDOM ASSOCIATES INC.,its
      General PartnerDate:
                February 9, 2009By:
                /s/ Robert L. LevyRobert
      L. LevyChief
      Financial Officer, Principal Accounting Officer and
                  DirectorDate:
                February 9, 2009By:
                /s/ Andrew J. WeilAndrew
      J. WeilPresident,
      Chief Executive OfficerBy:
                FREEDOM
      GP INC.a
      General PartnerDate:
                February 9, 2009By:
                /s/ Robert L. LevyRobert
      L. LevyChief
      Financial Officer, Principal Accounting Officer and
    DirectorDate:
                February 9, 2009By:
                /s/ Andrew J. WeilAndrew
      J. WeilPresident,
      Chief Executive Officer