SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

(Mark One)


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


For the quarterly period ended June 30, 1997


                                       OR


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


                         Commission File Number 0-24652



                          FREEDOM TAX CREDIT PLUS L.P.
             (Exact name of registrant as specified in its charter)



          Delaware                                              13-3533987 
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                              Identification No.)


625 Madison Avenue, New York, New York                                 10022
(Address of principal executive offices)                             (Zip Code)


Registrant's telephone number, including area code (212)421-5333


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


<PAGE>


                         PART I - Financial Information

Item 1. Financial Statements


                          FREEDOM TAX CREDIT PLUS L.P.
                          AND CONSOLIDATED PARTNERSHIPS
                           Consolidated Balance Sheets
                                   (Unaudited)
                              

                                               =============      =============
                                                 June 30,           March 31,
                                                   1997               1997
                                               -------------      -------------

ASSETS

Property and equipment - (at cost,
   net of accumulated depreciation
   of $30,776,721 and $29,490,168,
   respectively)                               $ 112,224,614      $ 113,446,936
Cash and cash equivalents                          1,253,071          1,925,081
Investment in marketable securities                  147,632            110,343
Cash held in escrow                                3,695,763          3,524,350
Deferred costs (net of accumulated
   amortization of $1,202,508 and
   $1,153,799, respectively)                       2,206,043          2,254,752
Other assets                                       1,228,695          1,133,002
                                               -------------      -------------

   Total Assets                                $ 120,755,818      $ 122,394,464
                                               =============      =============
LIABILITIES AND PARTNERS' CAPITAL

Liabilities:
   Mortgage notes payable                      $  71,536,677      $  71,673,532
   Accounts payable and other
    liabilities                                    2,520,308          2,798,335
   Due to local general partners and
    affiliates                                     2,861,265          2,964,502
   Due to general partners and
    affiliates (Note 2)                            1,866,053          1,684,370
                                               -------------      -------------

   Total Liabilities                              78,784,303         79,120,739
                                               -------------      -------------

   Minority interests                              7,922,254          7,946,451
                                               -------------      -------------

Partners' Capital:
   Limited partners (72,896 BAC's
   issued and outstanding)                        34,386,633         35,649,218
   General partners                                 (340,180)          (327,427)
   Unrealized gain on marketable
    securities                                         2,808              5,483
                                               -------------      -------------

   Total Partners' Capital                        34,049,261         35,327,274
                                               -------------      -------------

   Total Liabilities and Partners'
    Capital                                    $ 120,755,818      $ 122,394,464
                                               =============      =============


See Accompanying Notes to Consolidated Financial Statements


                                       2


<PAGE>



                          FREEDOM TAX CREDIT PLUS L.P.
                          AND CONSOLIDATED PARTNERSHIPS
                      Consolidated Statements of Operations
                                   (Unaudited)

                                                  =============================
                                                      Three Months Ended
                                                             June 30,    
                                                  -----------------------------
                                                      1997              1996
                                                  -----------------------------
Revenues
   Rental income                                  $ 3,047,493       $ 2,946,970
   Other                                              313,940           307,231
                                                  -----------       -----------
                                                    3,361,433         3,254,201
                                                  -----------       -----------
Expenses
   General and administrative                         567,896           554,777
   General and administrative-
    related parties (Note 2)                          380,479           241,668
   Operating and other                                338,643           331,502
   Repairs and maintenance                            453,658           471,133
   Real estate taxes                                  232,552           229,863
   Insurance                                          112,913           121,944
   Financial, principally interest                  1,229,866         1,223,024
   Depreciation and amortization                    1,335,262         1,367,659
                                                  -----------       -----------
                                                    4,651,269         4,541,570
                                                  -----------       -----------

Loss before minority interest                      (1,289,836)       (1,287,369)

Minority interest in loss of
   subsidiary partnerships                             14,498            15,458
                                                  -----------       -----------

Net loss                                          $(1,275,338)      $(1,271,911)
                                                  ===========       ===========
Net loss - limited partners                       $(1,262,585)      $(1,259,192)
                                                  ===========       ===========
Number of BACs outstanding                             72,896            72,896
                                                  ===========       ===========
Net loss per BAC                                  $    (17.32)      $    (17.27)
                                                  ===========       ===========


See Accompanying Notes to Consolidated Financial Statements


                                       3


<PAGE>



                          FREEDOM TAX CREDIT PLUS L.P.
                          AND CONSOLIDATED PARTNERSHIPS
             Consolidated Statement of Changes in Partners' Capital
                                   (Unaudited)


                                                                   Net
                                                                   unrealized
                                                                   Gain
                                                                   (Loss) on
                                      Limited        General       Marketable
                        Total         Partners       Partners      Securities
                     -----------    -----------    -----------    -----------

Partners' capital-
 April 1, 1997       $35,327,274    $35,649,218    $  (327,427)   $     5,483
Net loss              (1,275,338)    (1,262,585)       (12,753)             0
Change in net
 unrealized gain
 on marketable
 securities               (2,675)             0              0         (2,675)
                     -----------    -----------    -----------    -----------

Partners' capital-
 June 30, 1997       $34,049,261    $34,386,633    $  (340,180)   $     2,808
                     ===========    ===========    ===========    ===========


See Accompanying Notes to Consolidated Financial Statements


                                       4


<PAGE>



                          FREEDOM TAX CREDIT PLUS L.P.
                          AND CONSOLIDATED PARTNERSHIPS
                      Consolidated Statements of Cash Flows
                      Decrease in Cash and Cash Equivalents
                                   (Unaudited)


                                                  =============================
                                                       Three Months Ended
                                                             June 30,    
                                                   ---------------------------- 
                                                       1997            1996
                                                   ---------------------------- 
Cash flows from operating activities:

Net loss                                           $(1,275,338)     $(1,271,911)
                                                   -----------      ----------- 

Adjustments to reconcile net loss
   to net cash used in
   operating activities:

   Depreciation and amortization                     1,335,262        1,367,659
   Minority interest in loss of
    subsidiaries                                       (14,498)         (15,458)
   (Increase) decrease in other assets                 (95,693)          70,265
   Decrease in accounts payable and
    other liabilities                                 (278,027)        (111,775)
   Increase in cash held in escrow                    (171,413)        (237,235)
   Increase in due to general partners
    and affiliates                                     181,683           38,512
   Increase in due to local general
    partners and affiliates                              2,501            6,300
   Decrease in due to local general
    partners and affiliates                           (105,738)        (222,627)
                                                   -----------      ----------- 

   Net cash used in
    operating activities                              (421,261)        (376,270)
                                                   -----------      ----------- 

Cash flows from investing activities:

   Improvements to property and
    equipment                                          (64,231)         (13,096)
   Increase in marketable securities                   (39,964)               0
                                                   -----------      ----------- 

   Net cash used in investing
    activities                                        (104,195)         (13,096)
                                                   -----------      ----------- 


See Accompanying Notes to Consolidated Financial Statements


                                        5


<PAGE>



                          FREEDOM TAX CREDIT PLUS L.P.
                          AND CONSOLIDATED PARTNERSHIPS
                      Consolidated Statements of Cash Flows
                      Decrease in Cash and Cash Equivalents
                                   (continued)
                                   (Unaudited)


                                                  =============================
                                                       Three Months Ended
                                                             June 30,    
                                                   ---------------------------- 
                                                       1997            1996
                                                   ---------------------------- 

Cash flows from financing activities:

   Repayments of mortgage notes                       (136,855)        (124,290)
   Decrease in capitalization of
    consolidated subsidiaries
    attributable to minority interest                   (9,699)        (119,453)
                                                   -----------      ----------- 

   Net cash used in financing
    activities                                        (146,554)        (243,743)
                                                   -----------      ----------- 

Net decrease in cash and cash
   equivalents                                        (672,010)        (633,109)

Cash and cash equivalents at
   beginning of period                               1,925,081        2,243,763
                                                   -----------      ----------- 

Cash and cash equivalents at
   end of period                                   $ 1,253,071      $ 1,610,654
                                                   ===========      =========== 


See Accompanying Notes to Consolidated Financial Statements


                                        6


<PAGE>



                          FREEDOM TAX CREDIT PLUS L.P.
                          AND CONSOLIDATED PARTNERSHIPS
                   Notes to Consolidated Financial Statements
                                  June 30, 1997
                                   (Unaudited)


Note 1 - General

The consolidated financial statements include the accounts of Freedom Tax Credit
Plus  L.P.  ("the  Partnership")  and 42  subsidiary  partnerships  ("subsidiary
partnerships"  or "Local  Partnerships")  in which the  Partnership is a limited
partner.  Through the rights of the Partnership and/or an affiliate of a General
Partner,  which  affiliate has a contractual  obligation to act on behalf of the
Partnership,  to remove the general partner of the subsidiary local partnerships
and to approve certain major operating and financial decisions,  the Partnership
has a controlling financial interest in the subsidiary partnerships.

The  Partnership's  fiscal  quarter ends June 30. All  subsidiaries  have fiscal
quarters  ending March 31. Accounts of the  subsidiaries  have been adjusted for
intercompany transactions from April 1 through June 30.

All   intercompany   accounts  and   transactions   have  been   eliminated   in
consolidation.

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

Losses  attributable to minority interests which exceed the minority  interests'
investment  in a subsidiary  have been charged to the  Partnership.  Such losses
aggregated approximately $14,000 and $15,000 for the three months ended June 30,
1997 and 1996, respectively.  The Partnership's investment in each subsidiary is
generally equal to the respective  subsidiary's  partners'  equity less minority
interest capital, if any.

The books and records of the  Partnership are maintained on the accrual basis of
accounting in accordance with generally accepted accounting  principles.  In the
opinion of the general partners of the Partnership,  the accompanying  unaudited
financial  statements  contain  all  adjustments   (consisting  only  of  normal
recurring adjustments) necessary to present fairly the financial position of the
Partnership as of June 30, 1997 and the results of operations and its cash flows
for the three  months  ended  June 30,  1997 and 1996.  However,  the  operating
results for the three  months ended June 30, 1997 may not be  indicative  of the
results for the year.

Certain   information  and  note  disclosure   normally  included  in  financial
statements prepared in accordance with generally accepted accounting  principles
have been omitted or condensed.  These


                                        7


<PAGE>



                          FREEDOM TAX CREDIT PLUS L.P.
                          AND CONSOLIDATED PARTNERSHIPS
                   Notes to Consolidated Financial Statements
                                  June 30, 1997
                                   (Unaudited)


Note 1 - General (continued)

condensed financial  statements should be read in conjunction with the financial
statements and notes thereto included in the Partnership's Annual Report on Form
10-K for the period ended March 31, 1997.

Certain prior year amounts have been  reclassified  to conform to current year's
presentation.

Note 2 - Related Party Transactions

The costs  incurred to related  parties for the three months ended June 30, 1997
and 1996 were as follows:

                                                  Three Months Ended
                                                        June 30,
                                             -----------------------------
                                                1997                1996
                                             -----------------------------
Partnership management fees (a)              $ 169,000           $  50,000
Expense reimbursment (b)                        57,563              39,694
Property management fees (c)                   136,916             135,974
Local administrative fee (d)                    17,000              16,000
                                             ---------           ---------

                                             $ 380,479           $ 241,668
                                             =========           =========

(a) The General  Partners are entitled to receive a partnership  management fee,
after payment of all Partnership expenses,  which together with the annual local
administrative  fees  will not  exceed a maximum  of 0.5% per annum of  Invested
Assets (as defined in the Partnership Agreement),  for administering the affairs
of  the  Partnership.  Subject  to the  foregoing  limitation,  the  partnership
management  fee  will be  determined  by the  General  Partners  in  their  sole
discretion  based  upon their  review of the  Partnership's  investment.  Unpaid
partnership  management fees for any year will be accrued  without  interest and
will be payable  from  working  capital  reserves or to the extent of  available
funds after the Partnership has made  distributions  to the Limited Partners and
BACs holders of sale or refinancing  proceeds  equal to their  original  capital
contributions  plus a 10% priority return thereon (to the extent not theretofore
paid out of Cash Flow). Partnership management fees owed to the General Partners
amounting to approximately  $1,695,000 and $1,526,000 were accrued and unpaid as
of June 30, 1997 and March 31, 1997, respectively.

(b) The  Partnership  reimburses the General  Partners and their  affiliates for
actual Partnership operating expenses incurred by the General Partners and their
affiliates on the  Partnership's  behalf.  The amount of reimbursement  from the
Partnership is lim-

                                        8


<PAGE>



                          FREEDOM TAX CREDIT PLUS L.P.
                          AND CONSOLIDATED PARTNERSHIPS
                   Notes to Consolidated Financial Statements
                                  June 30, 1997
                                   (Unaudited)


Note 2 - Related Party Transaction (continued)

ited by the provisions of the Partnership  Agreement.  Another  affiliate of the
Related General Partner  performs asset  monitoring for the  Partnership.  These
services  include site visits and  evaluations of the  subsidiary  partnerships'
performance.

(c) Property  management  fees incurred by subsidiary  partnerships  amounted to
$218,738  and  $204,744  for the  three  months  ended  June 30,  1997 and 1996,
respectively. Of these fees $136,916 and $135,974,  respectively,  were incurred
to affiliates of the subsidiary partnership.

(d) 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.

Note 3 - Commitments and Contingencies

There  were  no  changes  and/or  additions  to  the  disclosure  regarding  the
subsidiary  partnership which was included in the Partnership's Annual Report on
Form 10-K for the period ended March 31, 1997.


                                        9


<PAGE>



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

Liquidity and Capital Resources

The  Partnership's  primary  source of funds was from the proceeds of its public
offering.  During the three months ended June 30, 1997,  the primary  sources of
liquidity included working capital reserves,  interest earned on working capital
reserves and distributions received from the Local Partnerships.

A working  capital  reserve of  approximately  $2,551,000  (3.8% of gross equity
raised) was initially established. Approximately $560,000 remains in the reserve
as of June  30,  1997  and the  balance  was  previously  used to pay  operating
expenses of the Partnership including Partnership management fees payable to the
General Partners.

During the three months ended June 30, 1997 and 1996, the distributions received
from the Local Partnerships approximated $3,000 and $113,000. Cash distributions
from Local  Partnerships  are not expected to reach a level sufficient to permit
cash distributions to BACs holders.  These  distributions as well as the working
capital reserves referred to in the preceding paragraph will be used to meet the
operating expenses of the Partnership.

During the three months ended June 30, 1997,  cash and cash  equivalents  of the
Partnership  and  its  forty-two   consolidated  Local  Partnerships   decreased
approximately  $672,000  primarily  due to  cash  used in  operating  activities
($421,000),  improvements  to property and equipment  ($64,000),  an increase in
marketable  securities  ($40,000),  and repayments of mortgage loans ($137,000).
Included in the  adjustments to reconcile the net loss to cash used in operating
activities is depreciation and amortization ($1,335,000).

Management is not aware of any trends or events,  commitments or  uncertainties,
which  have not  otherwise  been  disclosed,  that will or are  likely to impact
liquidity in a material way.  Management  believes the only impact would be from
laws  that  have not yet been  adopted.  The  portfolio  is  diversified  by the
location of the  properties  around the United States so that if one area of the
country is experiencing  downturns in the economy,  the remaining  properties in
the  portfolio  may not be  experiencing  downswings.  However,  the  geographic
diversification  of the portfolio may not protect against a general  downturn in
the national  economy.  The  Partnership  has fully invested the proceeds of its
offering in 42 local partnerships,  all of which fully have their tax credits in
place. The tax credits are attached to the project for a


                                       10


<PAGE>



period of ten years and are transferable  with the property during the remainder
of such ten year  period.  If the  General  Partners  determined  that a sale of
property is  warranted,  the  remaining  tax credits  would  transfer to the new
owner, thereby adding value to the property on the market.

Results of Operations

The results of operations  for the three months ended June 30, 1997 continues to
be in the form of  rental  income  with  corresponding  expenses  divided  among
operations, depreciation and mortgage interest.

Rental income has remained fairly  consistent with an increase of  approximately
3% for the three  months  ended June 30, 1997 as  compared to the  corresponding
period in 1996 primarily due to rental rate increases.

Total expenses  excluding  general and  administrative-related  parties remained
fairly consistent with a decrease of approximately 1% for the three months ended
June 30, 1997 as compared to the corresponding period in 1996.

General and  administrative-related  parties  expenses  increased  approximately
$139,000  for  the  three  months  ended  June  30,  1997  as  compared  to  the
corresponding  period  in  1996  primarily  due to an  increase  in  partnership
management fees payable to the General Partners.


                                       11


<PAGE>



                           PART II. OTHER INFORMATION



Item 1. Legal Proceedings - None

Item 2. Changes in Securities - None

Item 3. Defaults Upon Senior Securities - None

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

Item 5. Other Information - None

Item 6. Exhibits and Reports on Form 8-K

     (a) Exhibits:

          27 Financial Data Schedule (filed herewith).

     (b) Reports on Form 8-K

          No reports on Form 8-K were filed during the quarter.


                                       12


<PAGE>


                                   SIGNATURES

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


                                               FREEDOM TAX CREDIT PLUS L.P.
                                                        (Registrant)

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

                                           By: RELATED FREEDOM ASSOCIATES INC.,
                                               General Partner

Date: August 13, 1997

                                           By:  /s/ Alan P. Hirmes
                                                -------------------------------
                                                Alan P. Hirmes, Vice President
                                                (Principal Financial Officer)
                              
Date: August 13, 1997

                                           By:  /s/ Richard A. Palermo
                                                ------------------------------
                                                Richard A. Palermo, Treasurer
                                                (Principal Accounting Officer)

                                           and

                                           By:  FREEDOM G.P. INC.,
                                                a General Partner

Date: August 13, 1997

                                           By:  /s/ Paul L. Abbott
                                                ------------------------------
                                                Paul L. Abbott, President