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, 2006


                                       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) 317-5700


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


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

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


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


<PAGE>

                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

                          FREEDOM TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                          December 31,      March 31,
                                                                              2006            2006
                                                                          ------------    ------------
                                                                           (Unaudited)      (Audited)
<S>                                                                       <C>             <C>
ASSETS

Operating assets
  Property and equipment (at cost, net of accumulated depreciation
    of $31,598,074 and $33,384,359, respectively)                         $ 32,448,320    $ 36,462,734
  Cash and cash equivalents                                                  9,848,386       3,404,395
  Cash held in escrow                                                        3,625,160       3,734,746
  Deferred costs (net of accumulated amortization of $201,014 and
    $189,345, respectively)                                                    247,913         259,582
  Other assets held for sale                                                 1,067,024         851,970
                                                                          ------------    ------------

Total operating assets                                                      47,236,803      44,713,427
                                                                          ------------    ------------

Assets held for sale (Note 5)
  Property and equipment held for sale (net of accumulated depreciation
    of $7,485,826 and $35,174,311, respectively)                             8,145,979      31,269,354
  Other assets held for sale                                                 1,026,592       3,531,615
                                                                          ------------    ------------
Total assets held for sale                                                   9,172,571      34,800,969
                                                                          ------------    ------------

Total assets                                                              $ 56,409,374    $ 79,514,396
                                                                          ============    ============

LIABILITIES AND PARTNERS' DEFICIT

Operating liabilities
  Mortgage notes payable                                                  $ 31,510,462    $ 33,397,400
  Accounts payable and other liabilities                                     2,882,330       5,291,827
  Due to local general partners and affiliates                               1,167,308       1,181,186
  Due to general partners and affiliates (Note 2)                            7,732,020       9,666,054
                                                                          ------------    ------------

Total operating liabilities                                                 43,292,120      49,536,467
                                                                          ------------    ------------

Liabilities related to assets held for sale (Note 5)
  Mortgage notes payable                                                     7,254,043      26,468,361
  Liabilities held for sale including minority interest                      1,789,897       6,455,851
                                                                          ------------    ------------
  Total liabilities held for sale                                            9,043,940      32,924,212
                                                                          ------------    ------------

Total liabilities                                                           52,336,060      82,460,679
                                                                          ------------    ------------

Minority interests                                                             576,354       2,968,663
                                                                          ------------    ------------

Commitments and contingencies (Note 6)

Partners' equity (deficit)
  Limited partners (72,896 BACs issued and outstanding)                      4,112,540      (5,175,151)
  General partners                                                            (615,580)       (739,795)
                                                                          ------------    ------------

Total partners' equity (deficit)                                             3,496,960      (5,914,946)
                                                                          ------------    ------------

Total liabilities and partners' equity (deficit)                          $ 56,409,374    $ 79,514,396
                                                                          ============    ============
</TABLE>

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


                                       2
<PAGE>

                          FREEDOM TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                           Three Months Ended               Nine Months Ended
                                                                              December 31,                     December 31,
                                                                      ----------------------------    ----------------------------
                                                                          2006            2005*           2006            2005*
                                                                      ------------    ------------    ------------    ------------
<S>                                                                   <C>             <C>             <C>             <C>
Operations:

Revenues
Rental income                                                         $  1,562,710    $  1,553,570    $  4,679,573    $  4,665,916
Other                                                                      305,224         221,791         762,515         711,776
                                                                      ------------    ------------    ------------    ------------
Total revenues                                                           1,867,934       1,775,361       5,442,088       5,377,692
                                                                      ------------    ------------    ------------    ------------

Expenses
General and administrative                                                 373,880         403,939       1,160,684       1,013,056
General and administrative-related parties (Note 2)                        311,145         396,215         991,542       1,160,828
Repairs and maintenance                                                    380,160         351,416       1,151,445       1,324,478
Operating and other                                                        163,280         148,852         564,130         495,867
Real estate taxes                                                           95,113         116,935         325,212         355,294
Insurance                                                                   91,928          66,671         284,017         253,819
Interest                                                                   428,089         486,785       1,247,750       1,434,393
Depreciation and amortization                                              525,838         521,423       1,572,256       1,558,884
                                                                      ------------    ------------    ------------    ------------
Total expenses                                                           2,369,433       2,492,236       7,297,036       7,596,619
                                                                      ------------    ------------    ------------    ------------

Loss before minority interest and discontinued operations                 (501,499)       (716,875)     (1,854,948)     (2,218,927)

Minority interest in loss of subsidiaries from operations                    5,219           4,914          17,475          17,746
                                                                      ------------    ------------    ------------    ------------

Loss from continuing operations                                           (496,280)       (711,961)     (1,837,473)     (2,201,181)

Discontinued operations:
Income (loss) from discontinued operations
  (including gain (loss) on sale of properties)(Note 5)                  6,031,964        (279,360)     11,218,979      (1,509,731)
                                                                      ------------    ------------    ------------    ------------
Net income (loss)                                                     $  5,535,684    $   (991,321)   $  9,381,506    $ (3,710,912)
                                                                      ============    ============    ============    ============

Loss from continuing operations - limited partners                    $   (491,317)   $   (704,841)   $ (1,819,098)   $ (2,179,169)
Income (loss) from discontinued operations
  (including gain (loss) on sale of properties) - limited partners       5,971,644        (276,567)     11,106,789      (1,494,634)
                                                                      ------------    ------------    ------------    ------------
Net income (loss) - limited partners                                  $  5,480,327    $   (981,408)   $  9,287,691    $ (3,673,803)
                                                                      ============    ============    ============    ============

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

Loss from continuing operations per weighted average BAC              $      (6.74)   $      (9.67)   $     (24.95)   $     (29.90)
Income (loss) from discontinued operations per weighted average BAC          81.92           (3.79)         152.36          (20.50)
                                                                      ------------    ------------    ------------    ------------

Net income (loss) per weighted average BAC                            $      75.18    $     (13.46)   $     127.41    $     (50.40)
                                                                      ============    ============    ============    ============
</TABLE>

* Reclassified for comparative purposes.

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


                                       3
<PAGE>

                          FREEDOM TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED STATEMENT OF CHANGES
                          IN PARTNERS' EQUITY (DEFICIT)
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                  Limited        General
                                                    Total         Partners       Partners
                                                 -----------    -----------    -----------
<S>                                              <C>            <C>            <C>
Partners' deficit - April 1, 2006                $(5,914,946)   $(5,175,151)   $  (739,795)

Net income                                         9,381,506      9,287,691         93,815

Contribution                                          30,400              0         30,400
                                                 -----------    -----------    -----------

Partners' equity (deficit) - December 31, 2006   $ 3,496,960    $ 4,112,540    $  (615,580)
                                                 ===========    ===========    ===========
</TABLE>

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


                                       4
<PAGE>

                          FREEDOM TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                        Nine Months Ended
                                                                                           December 31,
                                                                                   ----------------------------
                                                                                       2006            2005
                                                                                   ------------    ------------
<S>                                                                                <C>             <C>
Cash flows from operating activities:

Net income (loss)                                                                  $  9,381,506    $ (3,710,912)

Adjustments  to  reconcile  net income  (loss) to net cash (used in) provided by
  operating activities:

   (Gain) loss on sale of properties                                                 (8,909,564)         39,253
   Loss on impairment of fixed assets                                                 1,700,000         555,000
   Depreciation and amortization                                                      2,032,631       3,693,179
   Minority interest in loss of subsidiaries                                         (4,643,976)       (254,971)
   Decrease (increase) in cash held in escrow                                            85,736        (600,775)
   Increase in other assets                                                            (552,788)       (439,019)
   Increase in accounts payable and other liabilities                                 1,118,575       1,416,162
   (Decrease) increase in due to general partners and affiliates                     (2,016,228)        687,660
   Increase in due to local general partners and affiliates                             209,597         167,901
   Decrease in due to local general partners and affiliates                            (171,817)       (136,808)
                                                                                   ------------    ------------

Net cash (used in) provided by operating activities                                  (1,766,328)      1,416,670
                                                                                   ------------    ------------

Cash flows from investing activities:

   Proceeds from sale of investments                                                 26,115,000               0
   Costs paid relating to sale of properties                                         (2,085,847)              0
   Acquisition of property and equipment                                               (436,324)       (197,496)
                                                                                   ------------    ------------

Net cash provided by (used in) investing activities                                  23,592,829        (197,496)
                                                                                   ------------    ------------

Cash flows from financing activities:

   Repayments of mortgage notes                                                     (15,218,006)       (935,717)
   Decrease in capitalization of consolidated subsidiaries attributable to
     minority interest                                                               (1,279,636)       (105,012)
                                                                                   ------------    ------------

Net cash used in financing activities                                               (16,497,642)     (1,040,729)
                                                                                   ------------    ------------

Net increase in cash and cash equivalents                                             5,328,859         178,445

Cash and cash equivalents at beginning of period                                      4,672,266       2,150,450
                                                                                   ------------    ------------

Cash and cash equivalents at end of period*                                        $ 10,001,125    $  2,328,895
                                                                                   ============    ============

Supplemental disclosure of cash flow information:
   Cash paid during period for interest                                            $  3,048,866    $  2,920,101
                                                                                   ============    ============

Summarized below are the components of the loss on sale of properties:

   Decrease in property and equipment, net of accumulated depreciation             $ 23,947,248    $     39,253
   Proceeds from sale of investments - net                                          (24,029,153)              0
   Increase in capital contribution - General Partner                                    30,400               0
   Decrease in cash held in escrow                                                      805,701               0
   Decrease in rents receivable                                                         115,228               0
   Decrease in other assets                                                             549,758               0
   Decrease in mortgage notes payable                                                (5,883,250)              0
   Decrease in accounts payable and other liabilities                                (3,622,473)              0
   Decrease in due to general partners and affiliates                                  (102,119)              0
   Decrease in due to local general partners and affiliate                             (704,926)              0
   Decrease in deferred costs                                                           186,691               0
   Decrease in capitalization of consolidated subsidiaries attributable to
     minority interest                                                                 (202,669)              0
</TABLE>
See Note 5 for cash flows from discontinued operations

*  Cash and cash equivalents,  end of period, includes cash and cash equivalents
   from discontinued operations of $152,739 and $0, respectively.

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


                                       5
<PAGE>

                          FREEDOM TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2006
                                   (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,
2006, the Partnership has sold its limited  partnership  interest in seven Local
Partnerships  and the property and the related assets and  liabilities of eleven
Local  Partnerships  were sold (see Note 3). In addition,  the  Partnership  has
entered into agreements for the sale of two Local  Partnerships (see Note 4). No
assurance  can be given as to whether or when these sales will  actually  occur.
Subsequently,  on  dJanuary  1, 2007 and January  16,  2007,  the  Partnership's
limited  partnership  interest in two Local Partnerships was sold and on January
10,  2007,  the  property and the related  assets and  liabilities  of one Local
Partnership were sold (see Note 7).

The  Partnership's  fiscal  quarter ends on December 31. All  subsidiaries  have
fiscal  quarters  ending on 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  $3,352,000,
$8,000, $4,644,000 and $255,000 for the three and nine months ended December 31,
2006 and 2005,  respectively.  These amounts include  approximately  $3,347,000,
$3,000,   $4,627,000   and  $237,000,   respectively,   which  were  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 ("GAAP"). 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, 2006, its results of operations
for the three and nine  months  ended  December  31,  2006 and 2005 and its cash
flows  for the nine  months  ended  December  31,  2006 and 2005.  However,  the
operating results and cash flows for the nine months ended December 31, 2006 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 GAAP 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, 2006.


Note 2 - Related Party Transactions

The costs  incurred to related  parties from  operations  for the three and nine
months ended December 31, 2006 and 2005 were as follows:
<TABLE>
<CAPTION>
                                                           Three Months Ended         Nine Months Ended
                                                               December 31,              December 31,
                                                         -----------------------   -----------------------
                                                            2006         2005*        2006         2005*
                                                         ----------   ----------   ----------   ----------
<S>                                                      <C>          <C>          <C>          <C>
Partnership management fees (a)                          $  163,875   $  169,000   $  491,625   $  507,000
Expense reimbursement (b)                                    37,303      102,325      130,201      285,181
Local administrative fee (c)                                  6,875        5,751       20,625       19,605
                                                         ----------   ----------   ----------   ----------

Total general and administrative-General Partners           208,053      277,076      642,451      811,786
Property management fees incurred to affiliates of the
  subsidiary partnerships' general partners (d)             103,092      119,139      349,091      349,042
                                                         ----------   ----------   ----------   ----------
Total general and administrative-related parties         $  311,145   $  396,215   $  991,542   $1,160,828
                                                         ==========   ==========   ==========   ==========
</TABLE>

* Reclassified for comparative purposes.


                                       6
<PAGE>

                          FREEDOM TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2006
                                   (Unaudited)


The costs incurred to related parties from discontinued operations for the three
and nine months ended December 31, 2006 and 2005 were as follows:
<TABLE>
<CAPTION>
                                                     Three Months Ended     Nine Months Ended
                                                         December 31,          December 31,
                                                     -------------------   -------------------
                                                       2006       2005*      2006       2005*
                                                     --------   --------   --------   --------
<S>                                                  <C>        <C>        <C>        <C>
Local administrative fee (c)                         $  5,000   $  6,049   $ 15,000   $ 18,145
                                                     --------   --------   --------   --------
Total general and administrative-General Partners       5,000      6,049     15,000     18,145

Property management fees incurred to affiliates of
  the Local General Partners (d)                       35,637     95,200    182,922    300,639
                                                     --------   --------   --------   --------

Total general and administrative-related parties     $ 40,637   $101,249   $197,922   $318,784
                                                     ========   ========   ========   ========
</TABLE>

* 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.  Partnership management fees owed to the General Partners amounting
to  approximately  $7,493,000  and  $7,555,000  were  accrued  and  unpaid as of
December  31,  2006  and  March  31,  2006,  respectively.   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  of sale or refinancing  proceeds to the
limited  partners and holders of  Beneficial  Assignment  Certificates  ("BACs")
equal to their original capital contributions plus a 10% priority return thereon
(to the extent not theretofore paid out of cash flow).

(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
$198,273,  $262,716,  $630,189  and $782,697 for the three and nine months ended
December 31, 2006 and 2005,  respectively.  Of these fees,  $138,729,  $214,339,
$532,013 and $649,681,  which include $35,637,  $95,200,  $182,922 and $300,639,
respectively,  relating to discontinued operations,  were incurred to affiliates
of the subsidiary  partnerships'  general partners for the three and nine months
ended December 31, 2006 and 2005, respectively.


Note 3 - Sale of Properties

The Partnership is currently in the process of disposing of its investments.  As
of December 31, 2006, the Partnership's  limited  partnership  interest in seven
Local  Partnerships  had been sold and the property  and the related  assets and
liabilities of eleven Local Partnerships were sold. In addition, the Partnership
has entered into agreements for the sale of two Local Partnerships (see Note 4).
There  can be no  assurance  as to when  the  Partnership  will  dispose  of its
remaining investments or the amount of proceeds which may be received.  However,
based on the  historical  operating  results of the Local  Partnerships  and the
current economic conditions,  including changes in tax laws, it is unlikely that
the proceeds from such sales received by the  Partnership  will be sufficient to
return to the limited partners their original investments.  All gains and losses
on sales are included in discontinued  operations.  Subsequently,  on January 1,
2007 and January 16, 2007, the Partnership's limited partnership interest in two
Local  Partnerships  was sold and on January  10,  2007,  the  property  and the
related assets and liabilities of one Local  Partnership were sold (see Note 7).
Subsequently,   during   February  2007,  the  General   Partner   authorized  a
distribution  of  approximately  $102 per limited  partnership  unit, to be paid
during the  quarter  ending  March 31,  2007 (see Note 7).

On October 25, 2006, the property and the related assets and  liabilities of C-H
Development Group Associates,  L.P. ("Manhattan B") were sold to an unaffiliated
third party purchaser for a sales price of $2,100,000.  The Partnership received
$754,949 as a  distribution  from this sale after the  repayment  of  mortgages,
other  liabilities  and  closing  costs of  approximately  $1,345,000.  The sale
resulted in a gain of approximately $755,000 resulting from the write-off of the
deficit basis in the property of approximately $755,000 which will be recognized
on the  Partnership's  Annual  Report on Form 10-K for the year ended  March 31,
2007. The sale resulted in the liquidation of Manhattan B.

On September 29, 2006,  the property and the related  assets and  liabilities of
Oxford Trace  Apartments  ("Oxford  Trace") were sold to an  unaffiliated  third
party purchaser for a sales price of $725,000.  The Partnership received $71,114
as a  distribution  from  this sale  after the  repayment  of  mortgages,  other
liabilities and closing costs of approximately  $654,000. The sale resulted in a
gain of approximately $394,000 resulting from the write-off of the deficit basis
in the property of approximately $394,000 at the date of the sale. The sale also


                                       7
<PAGE>

                          FREEDOM TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2006
                                   (Unaudited)


resulted  in a non-cash  contribution  to the Local  Partnership  from the Local
General  Partner  of  approximately  $494,000  as a result of the  write-off  of
payables owed by the Local Partnership.  The sale resulted in the liquidation of
Oxford Trace.

On September 29, 2006,  the property and the related  assets and  liabilities of
Tivoli Place  Apartments  ("Tivoli  Place") were sold to an  unaffiliated  third
party  purchaser  for a sales  price of  $3,050,000.  The  Partnership  received
$1,374,678  as a  distribution  from this sale after the repayment of mortgages,
other  liabilities,  closing costs and  distributions  to minority  interests of
approximately $1,675,000.  The sale resulted in a gain of approximately $941,000
resulting   from  the  write-off  of  the  deficit  basis  in  the  property  of
approximately  $941,000  at the date of the sale.  The sale also  resulted  in a
non-cash distribution to the Local Partnership from the Local General Partner of
approximately  $62,000 as a result of the write-off of  receivables  owed to the
Local Partnership. The sale resulted in the liquidation of Tivoli Place.

On September 20, 2006,  the property and the related  assets and  liabilities of
Bennion Park Apartments  ("Mulberry")  were sold to an unaffiliated  third party
purchaser for a sales price of $4,900,000.  The Partnership  received $2,369,658
as a  distribution  from  this sale  after the  repayment  of  mortgages,  other
liabilities,   closing  costs  and   distributions  to  minority   interests  of
approximately  $2,530,000.   The  sale  resulted  in  a  gain  of  approximately
$2,231,000  resulting from the write-off of the deficit basis in the property of
approximately  $2,231,000  at the date of the sale.  The sale also resulted in a
non-cash distribution to the Local Partnership from the Local General Partner of
approximately  $930,000 as a result of the write-off of receivables  owed to the
Local Partnership. The sale resulted in the liquidation of Mulberry.

On September 20, 2006,  the property and the related  assets and  liabilities of
Twin Trees  Apartments  ("Twin Trees") were sold to an unaffiliated  third party
purchaser for a sales price of $2,300,000.  The Partnership received $956,350 as
a  distribution  from  this  sale  after  the  repayment  of  mortgages,   other
liabilities,   closing  costs  and   distributions  to  minority   interests  of
approximately $1,344,000.  The sale resulted in a gain of approximately $933,000
resulting   from  the  write-off  of  the  deficit  basis  in  the  property  of
approximately  $933,000  at the date of the sale.  The sale also  resulted  in a
non-cash distribution to the Local Partnership from the Local General Partner of
approximately  $582,000 as a result of the write-off of receivables  owed to the
Local Partnership. The sale resulted in the liquidation of Twin Trees.

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 the  litigation
discussed in Note 6. After the repayment of other  liabilities and closing costs
of approximately  $60,000,  the Partnership  will receive an additional  payment
estimated  to be  approximately  $100,000  to be paid at a later  date  upon the
settlement of a foreclosure dispute (see Note 6). During the quarter ended dJune
30, 2006, in accordance  with  Statement of Financial  Accounting  Standards No.
144, "Accounting for the Impairment or Disposal of Long-Lived Assets" ("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 $186,000 resulting from the write-off of the basis in
the property of  approximately  $186,000 at the date of the sale.  The sale also
resulted in a non-cash  contribution to the Local  Partnership from an affiliate
of the 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 June 26, 2006, the property and the related assets and liabilities of Hunters
Chase  Apartments  ("Hunters  Chase") were sold to an  unaffiliated  third party
purchaser for a sales price of $2,730,000.  The Partnership received $334,375 as
a  distribution  from  this  sale  after  the  repayment  of  mortgages,   other
liabilities and closing costs of approximately $2,396,000.  The sale resulted in
a gain of approximately  $1,192,000  resulting from the write-off of the deficit
basis in the property of approximately $1,192,000 at the date of the sale, which
was recorded  during the quarter ended  September 30, 2006. An adjustment to the
gain of approximately $72,000 was recorded during the quarter ended December 31,
2006,  resulting  in overall  gain of  approximately  $1,264,000.  The sale also
resulted  in a non-cash  contribution  to the Local  Partnership  from the Local
General  Partner of  approximately  $1,245,000  as a result of the  write-off of
payables owed by the Local Partnership.  The sale resulted in the liquidation of
Hunters Chase.

On June 26,  2006,  the  property  and the  related  assets and  liabilities  of
Wilshire  Apartments  ("Wilshire")  were  sold to an  unaffiliated  third  party
purchaser for a sales price of $1,700,000. The Partnership received $32,087 as a
distribution from this sale after the repayment of mortgages,  other liabilities
and closing costs of  approximately  $1,668,000.  The sale resulted in a gain of
approximately  $680,000 resulting from the write-off of the deficit basis in the
property of  approximately  $680,000 at the date of the sale, which was recorded
during the quarter  ended  September  30,  2006.  An  adjustment  to the gain of
approximately  $(161,000)  was recorded  during the quarter  ended  December 31,
2006,  resulting  in  overall  gain of  approximately  $519,000.  The sale  also
resulted  in a non-cash  contribution  to the Local  Partnership  from the Local
General  Partner of  approximately  $1,179,000  as a result of the  write-off of
payables owed by the Local Partnership.  The sale resulted in the liquidation of
Wilshire.

On June 20, 2006, the property and the related assets and  liabilities of Bethel
Park Apartments  ("Bethel  Park") were sold to an unaffiliated  third party
purchaser for a sales price of $2,500,000.  The Partnership received $621,075 as
a  distribution  from  this  sale  after  the  repayment  of  mortgages,   other
liabilities and closing costs of approximately $1,879,000.  The sale resulted in
a gain of  approximately  $319,000  resulting  from the write-off of the deficit
basis in the property of  approximately  $319,000 at the date of the sale, which
was recorded  during the quarter ended  September 30, 2006. An adjustment to the
gain of approximately $16,000 was recorded during the quarter ended December 31,
2006,  resulting  in  overall  gain of  approximately  $335,000.  The sale  also
resulted  in a non-cash  contribution  to the Local  Partnership  from the Local
General  Partner  of  approximately  $298,000  as a result of the  write-off  of
payables owed by the Local Partnership.  The sale resulted in the liquidation of
Bethel Park.

On June 20, 2006, the property and the related assets and liabilities of Zebulon
Park Apartments  ("Zebulon") were sold to an unaffiliated  third party purchaser
for a  sales  price  of  $2,000,000.  The  Partnership  received  $420,559  as a
distribution from this sale after the repayment of mortgages,  other liabilities
and closing costs of  approximately  $1,579,000.  The sale resulted in a gain of
approximately  $115,000 resulting from the write-off of the deficit basis in the


                                       8
<PAGE>

                          FREEDOM TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2006
                                   (Unaudited)


property of  approximately  $115,000 at the date of the sale, which was recorded
during the quarter  ended  September  30,  2006.  An  adjustment  to the gain of
approximately  $(3,000) was recorded during the quarter ended December 31, 2006,
resulting in overall gain of approximately $112,000. The sale also resulted in a
non-cash contribution to the Local Partnership from the Local General Partner of
approximately  $264,000 as a result of the  write-off  of  payables  owed by the
Local Partnership. The sale resulted in the liquidation of Zebulon.

On June 5,  2006,  the  property  and the  related  assets  and  liabilities  of
Northwood Apartments of Georgia ("Northwood") were sold to an unaffiliated third
party  purchaser  for a sales  price of  $6,050,000.  The  Partnership  received
$3,198,157  as a  distribution  from this sale after the repayment of mortgages,
other  liabilities,  closing costs and  distributions  to minority  interests of
approximately  $2,852,000.   The  sale  resulted  in  a  gain  of  approximately
$2,367,000  resulting  from  the  write-off  of the  basis  in the  property  of
approximately  $2,367,000 at the date of the sale, which was recorded during the
quarter ended  September  30, 2006.  An adjustment to the gain of  approximately
$83,000 was recorded  during the quarter ended  December 31, 2006,  resulting in
overall gain of approximately  $2,450,000.  The sale also resulted in a non-cash
distribution  to the  Local  Partnership  from  the  Local  General  Partner  of
approximately  $768,000 as a result of the write-off of receivables  owed to the
Local Partnership. The sale resulted in the liquidation of Northwood.

On March 31, 2006, the Partnership's  limited  partnership  interest in Davidson
Court  Limited  Partnership  ("Davidson  Court") was sold to an affiliate of the
general  partner of the Local  Partnership  (the "Local General  Partner") for a
sales price of $1,100,000.  The Partnership received proceeds of $1,066,715 from
this sale after the payment of closing costs of  approximately  $33,000 from the
sales price.  Because  Davidson  Court 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  $68,000.  Such
contribution flows through minority interest as a result of the write-off of the
basis in the property of approximately $999,000 and the $1,066,715 cash received
from the sale. The sale resulted in the liquidation of Davidson Court.

On March  31,  2006,  the  Partnership's  limited  partnership  interest  in CLM
Equities  Limited  Partnership  ("Morris  Avenue") was sold to the Local General
Partner  and its  affiliate  for a sales  price  of  $265,000.  The  Partnership
received proceeds of $264,990 from this sale.  Because Morris Avenue was sold to
a related  party of the  Local  Partnership,  the sale  resulted  in a  non-cash
distribution  to the  Local  Partnership  from  the  Local  General  Partner  of
approximately  $424,000,  which was recorded  during the quarter  ended June 30,
2006. An adjustment to the non-cash  distribution of approximately  ($9,000) was
recorded  during the quarter  ended  December  31,  2006,  resulting  in overall
non-cash distribution of approximately $415,000. Such distribution flows through
minority  interest as a result of the  write-off of the basis in the property of
approximately  $680,000 and the $264,990 cash  received from the sale.  The sale
resulted in the liquidation of Morris Avenue.

On February 1, 2006, the Partnership's  limited partnership  interest in Ivanhoe
Apartments Limited Partnership ("Ivanhoe") was sold to the Local General Partner
for a sales price of $150,000.  The  Partnership  received  proceeds of $150,000
from  this  sale.  Because  Ivanhoe  was sold to a  related  party of the  Local
Partnership,  the  sale  resulted  in  a  non-cash  distribution  to  the  Local
Partnership  from the Local  General  Partner  of  approximately  $50,000.  Such
distribution flows through minority interest as a result of the write-off of the
basis in the property of  approximately  $200,000 and the $150,000 cash received
from the sale. The sale resulted in the liquidation of Ivanhoe.

On January 19, 2006, the Partnership's  limited  partnership  interest in Nelson
Anderson Affordable Housing Limited Partners ("Nelson Anderson") was sold to the
Local General Partner for a sales price of $490,000.  The  Partnership  received
proceeds of  $489,990  from this sale.  Because  Nelson  Anderson  was sold to a
related  party  of the  Local  Partnership,  the  sale  resulted  in a  non-cash
distribution  to the  Local  Partnership  from  the  Local  General  Partner  of
approximately  $196,000,  which was recorded  during the quarter  ended June 30,
2006. An adjustment to the non-cash distribution of approximately  ($26,000) was
recorded  during the quarter  ended  December  31,  2006,  resulting  in overall
non-cash distribution of approximately $170,000. Such distribution flows through
minority  interest as a result of the  write-off of the basis in the property of
approximately  $660,000 and the $489,990 cash  received from the sale.  The sale
resulted in the liquidation of Nelson Anderson.

On January 1, 2006, the Partnership's limited partnership interest in Greenfield
Village Limited Partnership ("Greenfield Village") was sold to the Local General
Partner for a sales  price of  $75,000.  The  Partnership  received  proceeds of
$74,990 from the sale. Because Greenfield Village 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 $461,000,  which was
recorded  during the  quarter  ended March 31,  2006.  Such  contribution  flows
through  minority  interest as a result of the write-off of the deficit basis in
the property of  approximately  $386,000 and the $74,990 cash  received from the
sale. The sale resulted in the liquidation of Greenfield Village.

On January 1, 2006, the Partnership's  limited partnership  interest in The Oaks
Village  Limited  Partnership  ("Oaks  Village")  was sold to the Local  General
Partner for a sales  price of  $75,000.  The  Partnership  received  proceeds of
$74,990 from this sale.  Because Oaks Village 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 $407,000,  which was
recorded  during the  quarter  ended March 31,  2006.  Such  contribution  flows
through  minority  interest as a result of the write-off of the deficit basis in
the property of  approximately  $332,000 and the $74,990 cash  received from the
sale. The sale resulted in the liquidation of Oaks Village.

On June 20, 2005, the  Partnership's  limited  partnership  interest in Parkside
Townhomes  Associates  ("Parkside")  was sold to the Local General Partner for a
sales price of $650,000. The Partnership received $611,140, after the payment of
closing costs of approximately  $39,000, which included $161,140 paid in cash at
closing and $450,000  pursuant to a promissory  note payable to the  Partnership
(which was paid off in full as of December 31,  2006).  During the quarter ended
June 30,  2005,  in  accordance  with 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 $555,000.  Because  Parkside was sold to a related party of the
Local  Partnership,  the sale resulted in a non-cash  distribution  to the Local
Partnership  from the Local  General  Partner  of  approximately  $32,000.  Such


                                       9
<PAGE>

                          FREEDOM TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2006
                                   (Unaudited)


distribution flows through minority interest as a result of the write-off of the
basis in the property of  approximately  $643,000 and the $611,140 cash received
from the sale. The sale resulted in the liquidation of Parkside.


Note 4 - Assets Held for Sale

On March 22, 2006, Eagle Ridge Limited  Partnership ("Eagle Ridge") entered into
a purchase and sale  agreement  to sell its property and the related  assets and
liabilities  to an  unaffiliated  third  party  purchaser  for a sales  price of
$2,000,000. The sales documents have been executed and the initial deposit funds
are being held in escrow.  A closing is  expected  to take place in the  quarter
ending March 31, 2007.  No  assurance  can be given that the sale will  actually
occur.  Eagle Ridge is being held as an asset held for sale as of  December  31,
2006. As of September 30, 2006, Eagle Ridge had property and equipment, at cost,
of   approximately   $3,100,000,   accumulated   depreciation  of  approximately
$1,866,000 and mortgage debt of approximately $1,481,000.

On January 30, 2006,  Lauderdale Lakes  Associates,  Ltd.  ("Lauderdale  Lakes")
entered into a purchase and sale  agreement to sell its property and the related
assets and  liabilities to an affiliate of the Local General Partner for a sales
price of  $5,900,000.  The sales  documents  have been  executed and the initial
deposit funds are being held in escrow.  During the quarter  ended  December 31,
2006,  in  accordance  with 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  $1,300,000.  Lauderdale  Lakes is being held as an asset held for
sale as of December 31, 2006.  As of September  30, 2006,  Lauderdale  Lakes had
property and  equipment,  at cost,  of  approximately  $10,634,000,  accumulated
depreciation  of  approximately  $3,644,000  and mortgage debt of  approximately
$4,575,000.  Subsequently,  on  January  10,  2007,  Lauderdale  Lakes  sold its
property and the related assets and liabilities (see Note 7).


Note 5 - 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  classified  as assets held for sale.  As December  31, 2006,
Nelson Anderson, Ivanhoe, Davidson Court, Morris Avenue, Northwood, Bethel Park,
Zebulon,  Hunters Chase,  Wilshire,  Mulberry,  Oxford Trace, Tivoli Place, Twin
Trees, Eagle Ridge, Lauderdale Lakes, Washington and Manhattan B were classified
as discontinued  operations in the condensed  consolidated financial statements.
As of March  31,  2006,  Parkside,  Oaks  Village,  Greenfield  Village,  Nelson
Anderson,  Ivanhoe,  Davidson  Court,  Morris  Avenue,  Northwood,  Bethel Park,
Zebulon,  Hunters Chase,  Wilshire,  Mulberry,  Oxford Trace, Tivoli Place, Twin
Trees,  Eagle  Ridge  and  Lauderdale  Lakes  were  classified  as  discontinued
operations on the condensed consolidated financial statements.

Consolidated Balance Sheets of Discontinued Operations:
<TABLE>
<CAPTION>
                                                       December 31,   March 31,
                                                           2006          2006
                                                       -----------   -----------
<S>                                                    <C>           <C>
Assets
  Property and equipment, net of accumulated
    depreciation of $7,485,826 and $35,174,311,
    respectively                                       $ 8,145,979   $31,269,354
  Cash and cash equivalents                                152,739     1,267,871
  Cash held in escrow                                      437,739     1,219,590
  Deferred costs, net of accumulated amortization of
    $143,123 and $2,088,679, respectively                    8,031       288,819
  Other assets                                             428,083       755,335
                                                       -----------   -----------
Total assets                                           $ 9,172,571   $34,800,969
                                                       ===========   ===========

Liabilities
  Mortgage notes payable                               $ 7,254,043   $26,468,361
  Accounts payable and other liabilities                 1,245,332     1,339,733
  Due to local general partners and affiliates               3,275       656,543
  Due to general partners and affiliates                    85,687       270,000
  Minority interest                                        455,603     4,189,575
                                                       -----------   -----------
Total liabilities                                      $ 9,043,940   $32,924,212
                                                       ===========   ===========
</TABLE>

The  following  table   summarizes  the  results  of  operations  of  the  Local
Partnerships that are classified as discontinued  operations.  For the three and
nine months ended December 31, 2006, Nelson Anderson,  Ivanhoe,  Davidson Court,
Morris  Avenue,  Northwood,  Bethel  Park,  Zebulon,  Hunters  Chase,  Wilshire,
Mulberry,  Oxford Trace,  Tivoli Place,  Twin Trees,  Washington and Manhattan B
which were sold during the nine months ended  December 31, 2006, and Eagle Ridge
and Lauderdale Lakes,  which were classified as an asset held for sale, were all
classified as discontinued  operations on the condensed  consolidated  financial
statements.  For the three and nine months ended  December  31, 2005,  Parkside,
Oaks Village and Greenfield Village, which were sold during the year ended March
31,  2006,  and  Nelson  Anderson,   Ivanhoe,  Davidson  Court,  Morris  Avenue,
Northwood,  Bethel Park,  Zebulon,  Hunters Chase,  Wilshire,  Mulberry,  Oxford
Trace, Tivoli Place, Twin Trees, Eagle Ridge,  Lauderdale Lakes,  Washington and


                                       10
<PAGE>

                          FREEDOM TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2006
                                   (Unaudited)


Manhattan  B, in order to  present  comparable  results  for the  three and nine
months ended December 31, 2006, were all classified as  discontinued  operations
on the condensed consolidated financial statements.

Condensed Consolidated Statements of Discontinued Operations:
<TABLE>
<CAPTION>
                                                                              Three Months Ended            Nine Months Ended
                                                                                  December 31,                 December 31,
                                                                          --------------------------    -------------------------
                                                                              2006          2005*           2006         2005*
                                                                          -----------    -----------    -----------   -----------
<S>                                                                       <C>            <C>            <C>           <C>
Revenues

Rental income                                                             $ 1,046,097    $ 2,106,868    $ 4,463,916   $ 6,426,537
Other                                                                          43,249        134,509        173,387       399,183
Gain (loss) on sale of property                                             4,319,879              0      8,909,564       (39,253)
                                                                          -----------    -----------    -----------   -----------
Total revenues                                                              5,409,225      2,241,377     13,546,867     6,786,467
                                                                          -----------    -----------    -----------   -----------

Expenses

General and administrative                                                    352,713        413,556      1,372,165     1,236,246
General and administrative-related parties (Note 2)                            40,637        101,249        197,922       318,784
Repairs and maintenance                                                       134,630        352,766        758,850     1,089,568
Operating and other                                                           149,194        174,609        476,779       726,165
Real estate taxes                                                             (25,457)       138,152        186,435       432,955
Insurance                                                                      59,697         90,246        216,393       312,109
Interest                                                                      680,854        582,630      1,585,470     1,728,301
Depreciation and amortization                                                  31,303        670,952        460,375     2,134,295
Loss on impairment of fixed assets                                          1,300,000              0      1,700,000       555,000
                                                                          -----------    -----------    -----------   -----------

Total expenses                                                              2,723,571      2,524,160      6,954,389     8,533,423
                                                                          -----------    -----------    -----------   -----------

Income (loss) before minority interest                                      2,685,654       (282,783)     6,592,478    (1,746,956)
Minority interest in loss of subsidiaries from discontinued operations      3,346,310          3,423      4,626,501       237,225
                                                                          -----------    -----------    -----------   -----------
Net income (loss) from discontinued operations                            $ 6,031,964    $  (279,360)   $11,218,979   $(1,509,731)
                                                                          ===========    ===========    ===========   ===========

Net income (loss) - limited partners from discontinued operations         $ 5,971,644    $  (276,567)   $11,106,789   $(1,494,634)
                                                                          ===========    ===========    ===========   ===========

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

Net income (loss) from discontinued operations per weighted average BAC   $     81.92    $     (3.79)   $    152.36   $    (20.50)
                                                                          ===========    ===========    ===========   ===========

<CAPTION>

Cash Flows from Discontinued Operations:

                                                                               Nine Months Ended
                                                                                  December 31,
                                                                          --------------------------
                                                                              2006          2005*
                                                                          ------------   -----------
<S>                                                                       <C>            <C>
Net cash provided by discontinued operating activities                    $    890,083   $ 7,498,784
                                                                          ------------   -----------

Net cash provided by (used in) discontinued investing activities          $ 25,552,828   $  (248,622)
                                                                          ------------   -----------

Net cash used in discontinued financing activities                        $(14,712,328)  $  (197,026)
                                                                          ------------   -----------
</TABLE>

* Reclassified for comparative purposes.


                                       11
<PAGE>

                          FREEDOM TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2006
                                   (Unaudited)


Note 6 - Commitments and Contingencies

Washington
----------

On July 26, 2006,  the sale of Washington was completed (see Note 3) pursuant to
the purchase and sale  agreement.  Upon closing,  the  purchaser  assumed all of
Washington's  rights and  liabilities  with respect to the Litigation  described
below.

In  or  about  September  2003,  a  putative  mortgagee   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. Apparently, the former general partner of Washington, BUFNY
Houses of  Brooklyn,  Inc.  ("BUFNY"),  allegedly  granted two  mortgages in the
amounts of $225,000 and $100,000 secured by the Apartment  Complex.  Each of the
foregoing  mortgages was granted without the knowledge of Freedom SLP, L.P. (the
"Special Limited  Partner") or the Partnership  (collectively the "Freedom LPs")
or the  consent of the Special  Limited  Partner,  as  required by  Washington's
Amended  and  Restated   Agreement  of  Limited   Partnership  (the  "Washington
Partnership  Agreement").  The Freedom  LPs  believe  that BUFNY did not use the
alleged loan proceeds for the benefit of  Washington  or the Apartment  Complex.
For these and other reasons,  the Freedom LPs contend that the alleged mortgages
are invalid.

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

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

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 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 Washington.

On or about  September 21, 2004,  the Freedom LPs, on behalf of  themselves  and
Washington, 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 Washington, added The
Levites  Organization,  one of the two  co-holders of the $225,000  mortgage for
which the  plaintiffs'  complaint  did not seek  foreclosure,  as an  additional
counterclaim defendant,  and the Freedom LPs asserted that both the $100,000 and
$225,000 mortgages are invalid and void ab initio.

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

On February 14, 2006,  the Freedom LPs filed a notice of appeal from the January
3, 2006 decision.

On July 18,  2006,  the  Freedom  LPs  perfected  their  appeal from the Court's
January 3, 2006 decision.

Conifer Irondequoit Associates ("Abraham Lincoln")
--------------------------------------------------

Abraham  Lincoln  did not make its New York State  Housing  Finance  Agency loan
payments for November and December of 2006. This represented an event of default
under the various  loan  agreements,  which could  result in both of the lenders
demanding  immediate full payment of the respective  loans.  Abraham Lincoln has
not solicited a "covenant  waiver"  letter from either of the lenders;  however,
based on prior practice,  Abraham  Lincoln's  management does not believe any of
the loans will be called.  Accordingly,  the loans are classified as non-current
in the balance sheet.  In the event that any or all of the mortgages are called,
there  is  no  assurance  that  a  refinancing  on  comparable  terms  could  be
accomplished.  The  Partnership's  investment in Abraham Lincoln at December 31,
2006 was reduced to zero as a result of prior  years'  losses and, on that date,
the minority interest had a deficit of $49,000. Abraham Lincoln's net loss after
minority interest  amounted to approximately  $110,000 and $223,000 for the nine
months ended December 31, 2006 and 2005, respectively.  Subsequently, on January
1, 2007, the Partnership's interest in Abraham Lincoln was sold (see Note 7).


                                       12
<PAGE>

                          FREEDOM TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2006
                                   (Unaudited)


Pine Shadow, Ltd. ("Pine Shadow")
---------------------------------

During  2005,  Pine Shadow  suffered  damages  from  flooding  due to  Hurricane
Katrina.  However,  in 2006,  Pine Shadow  entered into an agreement  with Rural
Housing  Services  ("RHS") pursuant to which Pine Shadow will receive funding to
repair all damage to the  property.  The funds to be  received  will be a second
soft  loan in the  amount of  $4,384,000  with an  annual  interest  rate of 1%.
Payments on the loan will be deferred for a 20-year  period.  In accordance with
SFAS No. 144, the Partnership has determined that there is no impairment and the
carrying  amounts of the assets are recoverable;  therefore,  no adjustments are
required.

Other
-----

The  Partnership is subject to risks  incident to potential  losses arising from
the management and ownership of improved real estate.  The  Partnership can also
be affected by poor economic conditions generally;  however, no more than 25% of
the properties are located in any single state. There are also substantial risks
associated with owning properties receiving government assistance;  for example,
Congress may not appropriate funds to enable the U.S.  Department of Housing and
Urban Development ("HUD") to make rental assistance payments. HUD also restricts
annual  cash  distributions  to  partners  based  on  operating  results  and  a
percentage of the owners' equity  contribution.  As of December 31, 2006,  there
are four Local  Partnerships  subsidized by HUD. The Partnership  cannot sell or
substantially  liquidate its investments in subsidiary  partnerships  during the
period that the subsidy  agreements  are in existence,  without HUD's  approval.
Furthermore,  there may not be market demand for apartments at full market rents
when the rental assistance contract expires.


Note 7 - Subsequent Events

On January 16, 2007, the Partnership's  limited partnership  interest in Harmony
Associates,  L.P.  ("Harmony  Gate") was sold to the Local General Partner for a
sales price of $1,409,990.  The Partnership received proceeds of $1,409,990 from
the  sale.  Because  Harmony  Gate 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  $1,193,000.  Such
contribution flows through minority interest as a result of the write-off of the
basis in the property of approximately $217,000 and the $1,409,990 cash received
from the sale, which will be recognized on the Partnership's Quarterly Report on
Form  10-Q for the  quarter  ended  June 30,  2007.  The  sale  resulted  in the
liquidation of Harmony Gate.

On January 10,  2007,  the property and the related  assets and  liabilities  of
Lauderdale  Lakes were sold to an affiliate of the Local  General  Partner for a
sales price of $5,900,000.  The Partnership  received $790,773 as a distribution
from this sale after the repayment of mortgages,  other  liabilities and closing
costs of approximately  $5,110,000.  During the quarter ended December 31, 2006,
in accordance  with 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
$1,300,000.  Because  Lauderdale  Lakes was sold to a related party of the Local
Partnership,  the  sale  resulted  in  a  non-cash  distribution  to  the  Local
Partnership  from the Local  General  Partner  of  approximately  $30,000.  Such
distribution flows through minority interest as a result of the write-off of the
basis in the property of approximately  $30,000, which will be recognized on the
Partnership's Quarterly Report on Form 10-Q for the quarter ended June 30, 2007.
The sale resulted in the liquidation of Lauderdale Lakes.

On January 1, 2007, the Partnership' s limited  partnership  interest in Abraham
Lincoln was sold to the Local General  Partner for a sales price of $1.  Because
Abraham Lincoln 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  $289,000.  Such  contribution  flows through
minority  interest  as a result of the  write-off  of the  deficit  basis in the
property  of  approximately  $289,000  at the date of the  sale,  which  will be
recognized on the  Partnership's  Quarterly  Report on Form 10-Q for the quarter
ended June 30, 2007. The sale resulted in the  liquidation  of Abraham  Lincoln.

During  February  2007,  the  General  Partner   authorized  a  distribution  of
approximately  $102 per limited  partnership unit, to be paid during the quarter
ending March 31, 2007.


                                       13
<PAGE>

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 42 Local Partnerships.  As
of  December  31,  2006,  the  limited  partnership   interest  in  seven  Local
Partnerships was sold and the property and the related assets and liabilities of
eleven Local  Partnerships  were sold. In addition,  the Partnership has entered
into agreements for the sale of two Local  Partnerships (see Item 1, Note 4). No
assurance  can be given as to whether or when these  sales will  actually  occur
(see Item 1, Note 3).  Subsequently,  on January 10, 2007,  the property and the
related  assets and  liabilities  of one Local  Partnership  were  sold,  and on
January 1, 2007 and January 16,  2007,  the  Partnership's  limited  partnership
interest in two Local Partnerships was sold (see Item 1, Note 7).

Off Balance Sheet Arrangements
------------------------------

The Partnership has no off-balance sheet arrangements.

Tabular Disclosure of Contractual Obligations
---------------------------------------------

The Partnership  discloses in Item 7 of the Partnership's  Annual Report on Form
10-K for the year ended March 31,  2006 the  Partnership's  commitments  to make
future  payments under its debt  agreements and other  contractual  obligations.
There are no material  changes to such  disclosure or amounts as of December 31,
2006.

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

The  Partnership's  primary  sources  of  funds  include:  (i)  working  capital
reserves;  (ii)  interest  earned on the working  capital  reserves;  (iii) cash
distributions from operations of the Local Partnerships; and (iv) sales proceeds
and distributions.  Such funds,  although minimal (other than sales proceeds and
sales distributions),  are available to meet the obligations of the Partnership.
During the nine months  ended  December  31, 2006 and 2005,  distributions  from
operations  of the Local  Partnerships  amounted  to  approximately  $54,000 and
$24,000, respectively.  Additionally,  during the nine months ended December 31,
2006 and 2005, the Partnership received approximately  $10,133,000 and $611,000,
respectively,  of cash proceeds and distributions  from the sale of investments.
Subsequently,   during   February  2007,  the  General   Partner   authorized  a
distribution  of  approximately  $102 per limited  partnership  unit, to be paid
during the quarter ending March 31, 2007 (see Item 1, Note 7).

For the nine months ended  December 31, 2006,  cash and cash  equivalents of the
Partnership and its  consolidated  Local  Partnerships  increased  approximately
$5,329,000.  This  increase  is  attributable  to  net  proceeds  from  sale  of
investments  of  approximately  $24,029,000  which  exceeded  net  cash  used in
operating  activities of approximately  $1,766,000,  acquisition of property and
equipment  of  approximately   $436,000,   a  decrease  in   capitalization   of
consolidated  subsidiaries  attributable to minority  interest of  approximately
$1,280,000  and  repayments  of  mortgage  notes of  approximately  $15,218,000.
Included  in the  adjustments  to  reconcile  the net income to net cash used in
operating   activities  is  depreciation   and   amortization  of  approximately
$2,033,000,  gain on sale of properties of approximately  $8,910,000 and loss on
impairment of fixed assets of approximately $1,700,000.

Total  expenses for the three and nine months ended  December 31, 2006 and 2005,
excluding    depreciation    and    amortization,    interest,    general    and
administrative-related  parties and loss on impairment of fixed assets,  totaled
$1,104,362, $1,087,812, $3,485,488 and $3,442,514,  respectively. As of December
31, 2006 and March 31,  2006,  accounts  payable and other  liabilities  totaled
$2,882,331 and $5,291,827, which are comprised of the following amounts:
<TABLE>
<CAPTION>
                                                      December 31,     March 31,
                                                          2006           2006
                                                      ------------    ----------
<S>                                                    <C>            <C>
Deferred revenue from sale of properties               $        0     $1,888,040
Accounts payable                                        1,088,663      1,488,252
Accrued interest payable                                1,457,770      1,555,015
Security deposits payable                                 335,898        360,520
                                                       ----------     ----------
Total accounts payable and other liabilities           $2,882,331     $5,291,827
                                                       ==========     ==========
</TABLE>

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

As  indicated  in  the  above  table,   accrued   interest   payable   comprised
approximately  51% and 46% of the total accounts  payable and other  liabilities
amount,  excluding  deferred revenues from sales, at December 31, 2006 and March
31,  2006,  respectively.  Such amount  represents  the accrued  interest on all
mortgage loans,  which include primary and secondary  loans.  Certain  secondary
loans have  provisions  such that  interest is accrued  but not payable  until a
future date. The Partnership  anticipates the payment of accrued interest on the
secondary  loans  (which make up the  majority of the accrued  interest  payable
amount and which have been accumulating  since the  Partnership's  investment in
the respective Local Partnership) will be made from future refinancings or sales
proceeds  of  the  respective  Local  Partnerships.   In  addition,  each  Local
Partnership's mortgage notes are collateralized by the land and buildings of the
respective  Local   Partnership,   and  are  without  further  recourse  to  the
Partnership.

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


                                       14
<PAGE>

A working  capital  reserve  of  approximately  $9,687,000,  exclusive  of Local
Partnerships' working capital, remained unused at December 31, 2006.

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

Partnership   management  fees  owed  to  the  General  Partners   amounting  to
approximately  $7,493,000 and $7,555,000  were accrued and unpaid as of December
31, 2006 and March 31, 2006,  respectively.  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 of sale or refinancing  proceeds to the limited partners and
holders of Beneficial  Assignment  Certificates ("BACs") equal to their original
capital  contributions  plus a 10%  priority  return  thereon (to the extent not
theretofore paid out of cash flow).

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

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

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

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

The Partnership is currently in the process of disposing of its investments. The
disposals  meet the  criteria  established  for  recognition  as a  discontinued
operation  under SFAS No.  144.  SFAS No. 144  specifically  requires  that such
amounts 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  Item 1,  Note 3 for a
discussion  of the sale of  properties  and Item 1, Note 4 for a  discussion  of
assets held for sale.

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

In preparing the condensed  consolidated  financial  statements,  management has
made estimates and  assumptions  that affect the reported  amounts of assets and
liabilities at the date of the financial  statements and the reported amounts of
revenues and expenses during the reporting periods.  Actual results could differ
from those  estimates.  Set forth below is a summary of the accounting  policies
that  management  believes  are  critical to the  preparation  of the  condensed
consolidated  financial  statements.  The summary  should be read in conjunction
with  the  more  complete  discussion  of the  Partnership  accounting  policies
included  in Item 8,  Note 2 to the  consolidated  financial  statements  in the
Partnership's Annual Report on Form 10-K for the year ended March 31, 2006.

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

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

In  accordance  with SFAS 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.

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

During the nine months ended  December 31, 2006,  the  Partnership  has recorded
$1,700,000  as a loss on  impairment  of assets or reduction  to estimated  fair
value.  Through  December 31, 2006, the Partnership  has recorded  approximately
$5,920,000 as a loss on impairment of assets.

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


                                       15
<PAGE>

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.

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

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

Three and nine months ended December 31, 2006 as compared to the same periods in
--------------------------------------------------------------------------------
2005
----

The results of operations  for the three and nine months ended December 31, 2006
and 2005, as discussed below,  continued to be in the form of rental income with
corresponding  expenses  divided  among  operations,  depreciation  and mortgage
interest, excluding the results of its discontinued operations (see Item 1, Note
5).

Rental  income  increased  less than 1% for both the three and nine months ended
December 31, 2006 as compared to the  corresponding  periods in 2005,  primarily
due to an increase in rental rates at the Local Partnerships partially offset by
a decrease  in rental  income at one Local  Partnership  affected  by  Hurricane
Katrina.

Other income increased  approximately $83,000 and $51,000 for the three and nine
months ended December 31, 2006 as compared to the corresponding periods in 2005,
primarily due to an increase in interest income earned at the Partnership  level
due to higher cash  balances  resulting  from the sale of  properties  partially
offset  by a  decrease  in other  income at one Local  Partnership  affected  by
Hurricane Katrina.

General and  administrative  expenses increased  approximately  $148,000 for the
nine months ended December 31, 2006 as compared to the  corresponding  period in
2005,  primarily due to an increase in legal fees relating to sales activity and
the  Washington  litigation  (see Item 1, Note 6) and an increase in  accounting
fees due to the Public Company  Accounting  Oversight Board  requirements at the
Partnership  level  partially  offset by a decrease  in  marketing  and bad debt
expenses at one Local Partnership.

General and  administrative - related parties expenses  decreased  approximately
$85,000 and $169,000  for the three and nine months  ended  December 31, 2006 as
compared to the  corresponding  periods in 2005,  primarily due to a decrease in
partnership management fees and expense reimbursement charges at the Partnership
level resulting from the sale of properties.

Repairs and maintenance expenses decreased  approximately  $173,000 for the nine
months ended December 31, 2006 as compared to the corresponding  period in 2005,
primarily due to a decrease in ground maintenance  improvement contract costs at
one Local  Partnership,  a decrease in roof repairs due to damage from Hurricane
Ivan in  2005 at a  second  Local  Partnership  and a  decrease  in  maintenance
expenses  due to  temporarily  ceased  operations  at a third Local  Partnership
affected by  Hurricane  Katrina,  partially  offset by an increase in repair and
maintenance contracts, including elevator maintenance and carpeting, at a fourth
Local Partnership.

Operating expenses increased approximately $14,000 and $68,000 for the three and
nine months ended December 31, 2006 as compared to the corresponding  periods in
2005,  primarily due to an increase in gas expense due to a longer winter season
and higher  prices at one Local  Partnership  and an increase in water and sewer
expenses at two additional Local Partnerships.

Real estate taxes decreased  approximately $22,000 and $30,000 for the three and
nine months ended December 31, 2006 as compared to the corresponding  periods in
2005, primarily due to an overaccrual of expenses in the prior year at one Local
Partnership.

Insurance expenses increased approximately $25,000 and $30,000 for the three and
nine months ended December 31, 2006 as compared to the corresponding  periods in
2005,  primarily  due to an  underaccrual  of  expenses in the prior year at one
Local Partnership.

Interest expenses decreased approximately $59,000 and $187,000 for the three and
nine months ended December 31, 2006 as compared to the corresponding  periods in
2005,  primarily due to a decrease in interest expense at one Local Partnership.
The property was severely damaged by Hurricane Katrina in 2005 and was granted a
moratorium by Rural Housing Services on its current mortgage loan payments.

Item 3.  Quantitative and Qualitative Disclosures about Market Risk

The  Partnership  has  mortgage  notes  that are  payable in  aggregate  monthly
installments including principal and interest at rates varying from 0% to 13.50%
per annum.  The Partnership does not believe there is a material risk associated
with the  various  interest  rates  associated  with the  mortgage  notes as the
majority  of  the  Local  Partnership  mortgage  notes  have  fixed  rates.  The
Partnership currently discloses in Item 8, Note 3 to the consolidated  financial
statements  in the  Partnership's  Annual Report on Form 10-K for the year ended
March 31, 2006, the fair value of the mortgage notes  payable.  The  Partnership
does not have any other  market  sensitive  instruments.  There are no  material
changes to such disclosure or amounts as of December 31, 2006.

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.


                                       16
<PAGE>

(b) CHANGES IN INTERNAL CONTROLS OVER FINANCIAL  REPORTING.  There have not been
any changes in the  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 I. Financial Statements - Note 6

Item 1A. Risk Factors - No changes

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

Item 3.  Defaults Upon Senior Securities - None

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

Item 5.  Other Information

         On September 22, 2006,  SCM Special Fund,  LLC and MacKenzie  Patterson
         Fuller,  LP  (collectively,   the  "Offerors")  filed  a  Tender  Offer
         Statement on Schedule TO (the  "Schedule  TO") with the  Securities and
         Exchange  Commission (the "SEC") with respect to an unsolicited  tender
         offer (the  "Offer")  to purchase  up to 14,433  Beneficial  Assignment
         Certificates ("Units") representing  assignments of limited partnership
         interests  in the  Partnership  at a price  of $20 per  Unit,  less the
         amount of any distributions  declared or made with respect to the Units
         between  September  22, 2006 and October 31, 2006 or such other date to
         which the Offer may be extended.  The Offerors are not affiliated  with
         the Partnership or its general partners.

         On September 27, 2006, the Partnership and its general partners filed a
         Solicitation/Recommendation  Statement on Schedule 14D-9 (the "Schedule
         14D-9")  with  the SEC,  as  required  under  Section  14(d)(4)  of the
         Securities Exchange Act of 1934. In the Schedule 14D-9, the Partnership
         and its general  partners  stated that they  express no opinion and are
         remaining neutral with respect to the Offer.

         On September 25, 2006, the Partnership and the Offerors entered into  a
         Distribution  and  Indemnification   Agreement,  a  copy  of  which  is
         attached  as an  exhibit  to the  Schedule  14D-9.  Pursuant   to  this
         agreement,  subject to the  satisfaction  of  certain  conditions,  the
         Partnership has agreed to mail a copy of the tender offer materials  to
         each known holder of Units,  and the  Offerors  have agreed to  provide
         the Partnership with a legal opinion concerning certain tax issues  and
         to indemnify the Partnership,  its general partners,  limited  partners
         and  non-transferring  Unit holders,  and  their  respective  officers,
         directors,   managers,   members,  agents,   affiliates,    successors,
         predecessors  and permitted  assigns,  from any and all liability  from
         such transactions.

         On January 19,  2007,  the Offerors  filed the Final  Amendment to  the
         Schedule  TO (the  "Final  Amendment")  with  the  SEC.  In  the  Final
         Amendment,  the  Offerors  reported  that  they  received   tenders  by
         unitholders, and acceptance for payment by the Offerors, of a  total of
         1,872 Units.

Item 6.  Exhibits

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

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

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

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

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

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

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

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


                                       18
<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.,
                                   General Partner


                               By: RELATED FREEDOM ASSOCIATES INC.,
                                   a General Partner


Date: February 12, 2007
      -----------------

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


Date: February 12, 2007
      -----------------

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


                               and


                               By: FREEDOM GP INC.,
                                   a General Partner


Date: February 12, 2007
      -----------------

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


Date: February 12, 2007
      -----------------

                                   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, certify that:

     1.  I have reviewed this quarterly report on Form 10-Q for the period ended
         December 31, 2006 of the registrant;

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

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

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

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

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

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

         d)  disclosed  in this report any change in the  registrant's  internal
         control over financial  reporting that occurred during the registrant's
         most  recent  fiscal  quarter  that  has  materially  affected,  or  is
         reasonably  likely to  materially  affect,  the  registrant'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 registrant's auditors and the
         audit  committee of the  registrant's  board of  directors  (or persons
         performing the equivalent functions):

         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  registrant'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  registrant's
         internal control over financial reporting.



         Date: February 12, 2007
               -----------------

                                            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. on Form
10-Q for the period  ended  December 31, 2006 as filed with the  Securities  and
Exchange  Commission  ("SEC")  on the date  hereof  (the  "Report"),  I, Alan P.
Hirmes,  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
registrant.


A signed  original of this  written  statement  required by Section 906 has been
provided to the  registrant and will be retained by the registrant 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 12, 2007