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 September 30, 2005


                                       OR


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



                         COMMISSION FILE NUMBER 0-24652

                          FREEDOM TAX CREDIT PLUS L.P.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)



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

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



Registrant's telephone number, including area code (212) 317-5700


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


       Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes  [  ]  No  [X]


       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>
                                                           September 30,     March 31,
                                                               2005            2005
                                                           ------------    ------------
                                                            (Unaudited)      (Audited)
<S>     <C>             <C>                                <C>             <C>
ASSETS

   Property and equipment - (at cost, net of accumulated
     depreciation
     of $68,574,182 and $68,560,673, respectively)         $ 71,540,133    $ 76,216,658
   Cash and cash equivalents                                  2,321,536       2,150,450
   Cash held in escrow                                        5,366,234       5,549,963
   Deferred costs (net of accumulated amortization of
     $2,187,975 and $2,098,661, respectively)                   638,450         727,764
   Other assets                                               1,732,928       1,329,483
                                                           ------------    ------------

Total Assets                                               $ 81,599,281    $ 85,974,318
                                                           ============    ============

LIABILITIES AND PARTNERS' DEFICIT

Liabilities
   Mortgage notes payable                                  $ 63,028,958    $ 65,119,347
   Accounts payable and other liabilities                     3,403,767       2,455,386
   Due to local general partners and affiliates               3,541,163       3,628,588
   Due to general partners and affiliates (Note 2)            9,219,952       8,853,092
                                                           ------------    ------------

Total Liabilities                                            79,193,840      80,056,413
                                                           ------------    ------------

Minority interests                                            7,247,934       8,040,807
                                                           ------------    ------------

Commitments and contingencies (Note 6)

Partners' Deficit:
   Limited partners (72,896 Beneficial Assignment
     Certificates ("BACs") issued and outstanding)           (4,113,422)     (1,421,027)
   General partners                                            (729,071)       (701,875)
                                                           ------------    ------------

Total Partners' Deficit                                      (4,842,493)     (2,122,902)
                                                           ------------    ------------

Total Liabilities and Partners' Deficit                    $ 81,599,281    $ 85,974,318
                                                           ============    ============
</TABLE>


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


                                       2
<PAGE>

                          FREEDOM TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                             Three Months Ended               Six Months Ended
                                                                September 30,                   September 30,
                                                         ----------------------------    ----------------------------
                                                             2005            2004*           2005            2004*
                                                         ------------    ------------    ------------    ------------
<S>                                                      <C>             <C>             <C>             <C>
Operations:

Revenues
Rental income                                            $  3,596,492    $  3,681,320    $  7,242,876    $  7,333,265
Other                                                         401,643         412,200         743,535         728,790
                                                         ------------    ------------    ------------    ------------
                                                            3,998,135       4,093,520       7,986,411       8,062,055
                                                         ------------    ------------    ------------    ------------

Expenses
General and administrative                                    707,701         633,322       1,397,358       1,311,549
General and administrative-related parties (Note 2)           520,288         478,744         973,115         915,372
Repairs and maintenance                                       912,708         770,779       1,691,385       1,574,834
Operating and other                                           427,816         395,148         865,237         788,876
Real estate taxes                                             248,681         231,983         514,090         469,791
Insurance                                                     214,710         203,802         403,051         378,578
Interest                                                    1,034,258       1,087,192       2,075,921       2,143,898
Depreciation and amortization                               1,212,609       1,210,304       2,424,197       2,426,140
                                                         ------------    ------------    ------------    ------------

Total expenses from operations                              5,278,771       5,011,274      10,344,354      10,009,038
                                                         ------------    ------------    ------------    ------------

Loss from continuing operations before minority
  interest and discontinued operations                     (1,280,636)       (917,754)     (2,357,943)     (1,946,983)

Minority interest in loss of subsidiaries from
  continuing operations                                        12,959           8,100          23,340          17,679
                                                         ------------    ------------    ------------    ------------

Loss from continuing operations                            (1,267,677)       (909,654)     (2,334,603)     (1,929,304)

Discontinued Operations:
Net income (loss) from discontinued operations
  (including minority interest) (Note 4)                      167,058         (19,068)       (384,988)        (57,672)
                                                         ------------    ------------    ------------    ------------
Net loss                                                 $ (1,100,619)   $   (928,722)   $ (2,719,591)   $ (1,986,976)
                                                         ============    ============    ============    ============

Net loss from continuing operations - limited partners   $ (1,255,000)   $   (900,558)   $ (2,311,257)   $ (1,910,011)
Net income (loss) from discontinued operations
  (including minority interest) - limited partners            165,387         (18,877)       (381,138)        (57,095)
                                                         ------------    ------------    ------------    ------------
Net loss - limited partners                              $ (1,089,613)   $   (919,435)   $ (2,692,395)   $ (1,967,106)
                                                         ============    ============    ============    ============

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

Net loss from continuing operations per BAC              $     (17.22)   $     (12.35)   $     (31.71)   $     (26.20)
Net income (loss) from discontinued operations
  per BAC                                                        2.27            (.26)          (5.23)           (.78)
                                                         ------------    ------------    ------------    ------------

Net loss per BAC                                         $     (14.95)   $     (12.61)   $     (36.94)   $     (26.98)
                                                         ============    ============    ============    ============
</TABLE>


* Reclassified for comparative purposes.

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


                                       3
<PAGE>

                          FREEDOM TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED STATEMENT OF CHANGES
                              IN PARTNERS' DEFICIT
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                          Limited        General
                                            Total         Partners       Partners
                                         -----------    -----------    -----------
<S>                                      <C>            <C>            <C>
Partners' deficit - April 1, 2005        $(2,122,902)   $(1,421,027)   $  (701,875)

Net loss                                  (2,719,591)    (2,692,395)       (27,196)
                                         -----------    -----------    -----------

Partners' deficit - September 30, 2005   $(4,842,493)   $(4,113,422)   $  (729,071)
                                         ===========    ===========    ===========
</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>
                                                                              Six Months Ended
                                                                                September 30,
                                                                          --------------------------
                                                                              2005           2004
                                                                          -----------    -----------
<S>                                                                       <C>            <C>
Cash flows from operating activities:

Net loss                                                                  $(2,719,591)   $(1,986,976)

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

   Loss on sale of properties                                                  39,253              0
   Loss on impairment of fixed assets                                         555,000              0
   Depreciation and amortization                                            2,500,804      2,507,078
   Minority interest in loss of subsidiaries                                 (246,635)       (18,847)
   Increase in cash held in escrow                                           (217,775)      (467,294)
   Increase in other assets                                                  (438,018)      (218,975)
   Increase in accounts payable and other liabilities                       1,130,407        328,406
   Increase in due to general partners and affiliates                         405,710        524,367
   Increase in due to local general partners and affiliates                   176,149         15,714
   Decrease in due to local general partners and affiliates                  (176,539)      (118,374)
                                                                          -----------    -----------

Net cash provided by operating activities                                   1,008,765        565,099
                                                                          -----------    -----------

Cash flows from investing activities:

   Acquisition of property and equipment                                     (105,304)      (194,321)
                                                                          -----------    -----------

Net cash used in investing activities                                        (105,304)      (194,321)
                                                                          -----------    -----------

Cash flows from financing activities:

   Repayments of mortgage notes                                              (629,384)      (561,160)
   Decrease in capitalization of consolidated subsidiaries attributable
     to minority interest                                                    (102,991)        (6,186)
                                                                          -----------    -----------

Net cash used in financing activities                                        (732,375)      (567,346)
                                                                          -----------    -----------

Net increase (decrease) in cash and cash equivalents                          171,086       (196,568)

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

Cash and cash equivalents at end of period                                $ 2,321,536    $ 2,296,068
                                                                          ===========    ===========

Supplemental disclosure of cash flow information:
Cash paid during period for interest                                      $ 1,961,821    $ 2,041,339
                                                                          ===========    ===========
</TABLE>


See Note 4 for cash flows from discontinued operations.

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
                               September 30, 2005
                                   (Unaudited)


Note 1 - General

The condensed  consolidated financial statements include the accounts of Freedom
Tax  Credit  Plus  L.P.  ("the  Partnership")  and  42  subsidiary  partnerships
("subsidiaries", "subsidiary partnerships" or "Local Partnerships") in which the
Partnership is a limited partner.  Through the rights of the Partnership  and/or
an affiliate of 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 September 30,
2005, the  Partnership  has sold its Limited  Partnership  Interest in one Local
Partnership (see Note 3).

The  Partnership's  fiscal quarter ends on September 30. All  subsidiaries  have
fiscal  quarters  ending  June  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 July 1
through September 30.

All   intercompany   accounts  and   transactions   have  been   eliminated   in
consolidation.

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

Losses  attributable to minority interests  aggregated  approximately  $225,000,
$8,000,  $247,000 and $19,000 for the three and six months ended  September  30,
2005 and 2004, respectively. These amounts include approximately $212,000, $400,
$223,000 and $1,000, respectively, which are related to discontinued operations.
The  Partnership's  investment  in each  subsidiary  is  generally  equal to the
respective subsidiary's partners' equity less minority interest capital, if any.

The books and records of the  Partnership are maintained on the accrual basis of
accounting in accordance with accounting  principles  generally  accepted in the
United  States  of  America.  In the  opinion  of the  General  Partners  of the
Partnership,   the  accompanying   unaudited  condensed  consolidated  financial
statements  contain  all  adjustments   (consisting  only  of  normal  recurring
adjustments)   necessary  to  present  fairly  the  financial  position  of  the
Partnership  as of September 30, 2005,  its results of operations  for the three
and six months ended  September 30, 2005 and 2004 and its cash flows for the six
months ended  September 30, 2005 and 2004.  However,  the operating  results and
cash flows for the six months ended  September 30, 2005 may not be indicative of
the results for the entire year.

Certain  information  and  note  disclosures   normally  included  in  financial
statements prepared in accordance with accounting  principles generally accepted
in  the  United  States  of  America  have  been  omitted  or  condensed.  These
consolidated  condensed financial  statements should be read in conjunction with
the  consolidated  financial  statements  and  notes  thereto  included  in  the
Partnership's Annual Report on Form 10-K for the year ended March 31, 2005.


Note 2 - Related Party Transactions

The costs  incurred to related  parties  from  operations  for the three and six
months ended September 30, 2005 and 2004 were as follows:
<TABLE>
<CAPTION>
                                                         Three Months Ended     Six Months Ended
                                                            September 30,         September 30,
                                                         -------------------   -------------------
                                                           2005       2004*      2005       2004*
                                                         --------   --------   --------   --------
<S>                                                      <C>        <C>        <C>        <C>
Partnership management fees (a)                          $169,000   $169,000   $338,000   $338,000
Expense reimbursement (b)                                 130,665     73,334    182,856    109,780
Local administrative fee (c)                               12,350     13,400     24,700     25,750
                                                         --------   --------   --------   --------

Total general and administrative-General Partners         312,015    255,734    545,556    473,530
                                                         --------   --------   --------   --------
Property management fees incurred to affiliates of the    208,273    223,010    427,559    441,842
  subsidiary partnerships' general partners (d)
                                                         --------   --------   --------   --------
Total general and administrative-related parties         $520,288   $478,744   $973,115   $915,372
                                                         ========   ========   ========   ========
</TABLE>

* Reclassified for comparative purposes.

                                       6
<PAGE>

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


The costs incurred to related parties from discontinued operations for the three
and six months ended September 30, 2005 and 2004 were as follows:
<TABLE>
<CAPTION>
                                                               Three Months Ended   Six Months Ended
                                                                  September 30,      September 30,
                                                               -----------------   -----------------
                                                                2005      2004      2005      2004
                                                               -------   -------   -------   -------
<S>                                                            <C>       <C>       <C>       <C>
Local administrative fee (c)                                   $   625   $   625   $ 1,250   $ 1,250
                                                               -------   -------   -------   -------
Total general and administrative-General Partners                  625       625     1,250     1,250
                                                               -------   -------   -------   -------
Property management fees incurred to affiliates of the Local
  General Partners (d)                                           3,200     4,947     7,783     9,764
                                                               -------   -------   -------   -------

Total general and administrative-related parties               $ 3,825   $ 5,572   $ 9,033   $11,014
                                                               =======   =======   =======   =======
</TABLE>


(a) The General  Partners are entitled to receive a partnership  management fee,
after payment of all Partnership expenses,  which together with the annual local
administrative  fees,  will not exceed a maximum  of 0.5% per annum of  invested
assets (as defined in the Partnership Agreement),  for administering the affairs
of  the  Partnership.  Subject  to the  foregoing  limitation,  the  partnership
management  fee  will be  determined  by the  General  Partners  in  their  sole
discretion  based upon their  review of the  Partnership's  investments.  Unpaid
Partnership  management fees for any year will be accrued  without  interest and
will be payable  from  working  capital  reserves or to the extent of  available
funds after the Partnership has made  distributions  to the Limited Partners and
Beneficial  Assignment  Certificates  ("BACs")  holders  of sale or  refinancing
proceeds  equal to their  original  capital  contributions  plus a 10%  priority
return  thereon  (to  the  extent  not  theretofore  paid  out  of  cash  flow).
Partnership   management  fees  owed  to  the  General  Partners   amounting  to
approximately  $7,222,000 and $6,884,000 were accrued and unpaid as of September
30,  2005 and  March 31,  2005,  respectively.  Without  the  General  Partners'
continued accrual without payment,  the Partnership will not be in a position to
meet its obligations.  The General Partners have continued  allowing the accrual
without payment of these amounts,  but are under no obligation to continue to do
so. The  Partnership is dependent  upon the support of the General  Partners and
certain of their  affiliates in order to meet its obligations at the Partnership
level.  The General  Partners and these  affiliates have agreed to continue such
support for the foreseeable future.

(b) The  Partnership  reimburses the General  Partners and their  affiliates for
actual Partnership operating expenses incurred by the General Partners and their
affiliates on the  Partnership's  behalf.  The amount of reimbursement  from the
Partnership is limited by the provisions of the Partnership  Agreement.  Another
affiliate of the General Partners performs asset monitoring for the Partnership.
These   services   include  site  visits  and   evaluations  of  the  subsidiary
partnerships' performance.

(c) Freedom SLP L.P., a special limited partner of the subsidiary  partnerships,
is entitled to receive an annual  local  administrative  fee of up to $2,500 per
year from each subsidiary partnership.

(d) Property  management  fees incurred by subsidiary  partnerships  amounted to
$245,215,  $269,748,  $519,981  and  $536,131 for the three and six months ended
September 30, 2005 and 2004,  respectively.  Of these fees, $211,473,  $227,957,
$435,342  and  $451,606,  which  include  $3,200,  $4,947,  $7,783  and  $9,764,
respectively,  relating to discontinued operations,  were incurred to affiliates
of the subsidiary  partnerships'  general  partners for the three and six months
ended September 30, 2005 and 2004, respectively.


Note 3 - Sale of Properties

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

On June 20, 2005, the  Partnership's  limited  partnership  interest in Parkside
Townhomes  ("Parkside")  was sold to the Local  General  Partner  for a purchase
price of $650,000  resulting  in a Local  General  Partner net  distribution  of
approximately  $7,000.  The purchase price consisted of $200,000 paid in cash at
closing and $450,000  pursuant to a promissory note payable to the  Partnership.
During  the  quarter  ended June 30,  2005,  in  accordance  with  Statement  of
Financial  Accounting  Standards ("SFAS") No. 144 "Accounting for the Impairment
of Disposal of Long-Lived  Asset",  the Partnership deemed the building impaired
and wrote it down to its fair value which  resulted in a loss on  impairment  of
$555,000. The sale resulted in the liquidation of Parkside. As of the sale date,
Parkside had property and equipment,  recorded at a fair value, of approximately
$4,162,000,  accumulated  depreciation of approximately  $2,386,000 and mortgage
debt of approximately $1,461,000.


Note 4 - Discontinued Operations

The disposal of Parkside  meets the criteria  established  for  recognition as a
discontinued  operation under SFAS 144. SFAS 144 specifically requires that such
amounts must differentiate a component of a business comprised of operations and
cash flows that can be clearly  distinguished  operationally  and for  financial
reporting  purposes,  from the rest of the  entity.  Parkside  is  reflected  as
discontinued  operations in our condensed consolidated statements of operations.
The  following  table  summarizes  the results of operations at Parkside for the
three and six months ended September 30, 2005 and 2004.

                                       7
<PAGE>

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


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

Rental income                                                 $  95,216    $  99,206    $ 189,139    $ 195,616
Other                                                             9,991          140       11,124          748
Loss on sale of property                                        (39,253)           0      (39,253)           0
                                                              ---------    ---------    ---------    ---------
Total revenue                                                    65,954       99,346      161,010      196,364
                                                              ---------    ---------    ---------    ---------

Expenses

General and administrative                                       30,573       20,568       34,450       42,761
General and administrative-related parties (Note 2)               3,825        5,572        9,033       11,014
Repairs and maintenance                                           1,378       14,387       18,479       42,557
Operating and other                                              20,638       10,195       33,334       20,790
Real estate taxes                                                 9,463       12,597       19,072       26,083
Insurance                                                         2,317        1,852        5,960        3,843
Interest                                                          6,249       13,159       17,358       27,218
Depreciation and amortization                                    36,484       40,469       76,607       80,938
Loss on impairment of fixed assets                                    0            0      555,000            0
                                                              ---------    ---------    ---------    ---------

Total expenses                                                  110,927      118,799      769,293      255,204
                                                              ---------    ---------    ---------    ---------

Loss before minority interest                                   (44,973)     (19,453)    (608,283)     (58,840)
Minority interest in loss of subsidiaries from discontinued
  operations                                                    212,031          385      223,295        1,168
                                                              ---------    ---------    ---------    ---------
Net income (loss) from discontinued operations                $ 167,058    $ (19,068)   $(384,988)   $ (57,672)
                                                              =========    =========    =========    =========

Net income (loss) - limited partners from discontinued
  operations                                                  $ 165,387    $ (18,877)   $(381,138)   $ (57,095)
                                                              =========    =========    =========    =========

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


Net income (loss) from discontinued operations per BAC        $    2.27    $    (.26)   $   (5.23)   $    (.78)
                                                              =========    =========    =========    =========

<CAPTION>

Cash flows from Discontinued Operations:

                                                                                          Six Months Ended
                                                                                            September 30,
                                                                                        ----------------------
                                                                                          2005          2004
                                                                                        ---------    ---------
<S>                                                                                     <C>          <C>
Net cash provided by discontinued operating activities                                  $ 811,297    $  93,986
                                                                                        ---------    ---------

Net cash provided by discontinued investing activities                                  $  25,184    $  43,373
                                                                                        ---------    ---------

Net cash provided by (used in) discontinued financing activities                        $ 392,481    $ (28,458)
                                                                                        ---------    ---------
</TABLE>


Note 5 - Recent Accounting Pronouncements

In June 2005, the Financial Accounting Standards Board ("FASB") issued Statement
of  Financial  Accounting  Standards  No.  154,  Accounting  Changes  and  Error
Corrections ("FAS 154"). FAS 154 replaces APB Opinion No. 20, Accounting Changes
and FAS No. 3, Reporting Accounting Changes in Interim Financial Statements. FAS
154  requires  that a  voluntary  change  in  accounting  principle  be  applied
retrospectively  with all prior period financial statements presented on the new
accounting  principle.  FAS  154  also  requires  that a  change  in  method  of
depreciating  or  amortizing a long-lived  nonfinancial  asset be accounted  for
prospectively  as a change in estimate,  and  correction of errors in previously
issued financial statements should be termed a restatement. FAS 154 is effective
for accounting  changes and correction of errors made in fiscal years  beginning
after December 15, 2005. The Partnership does not expect the adoption of FAS 154
to  have  a  material  impact  on  the  Partnership's  consolidated  results  of
operations.

                                       8
<PAGE>

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


In June 2005,  the FASB issued  Emerging  Issues Task Force  ("EITF")  No. 04-5,
Determining  Whether a General  Partner,  or the  General  Partners  as a Group,
Controls a Limited  Partnership or Similar Entity When the Limited Partners Have
Certain  Rights.  EITF No. 04-5 replaces  counterpart  requirements in SOP 78-9,
which provides  guidance on accounting for  investments in real estate  ventures
and limited  partnerships.  Under EITF No. 04-5, the general  partner's  control
would be overcome if the limited  partners  have either  "kick-out  rights"- the
right to dissolve or liquidate the  partnership or otherwise  remove the general
partner  "without  cause" or  "participating  rights" - the right to effectively
participate  in  significant  decisions  made  in  the  ordinary  course  of the
Partnership's business. The kick-out rights and the participating rights must be
substantive in order to overcome the general partner's control. EITF 04-5 is now
effective.  The Partnership  does not expect the adoption of EITF 04-5 to have a
material effect on the consolidated results of operations.


Note 6 - Commitments and Contingencies

Washington Brooklyn
-------------------

In or about  September  2003,  two  putative  mortgagees  commenced  a  mortgage
foreclosure  action in the Supreme Court of the State of New York,  Kings County
(the  "Court"),  entitled  150 Beach 120th  Street Inc. v.  Washington  Brooklyn
Limited  Partnership,  Index No. 35255/2003,  seeking to foreclose on an alleged
$100,000 loan and mortgage  against the real property (the "Apartment  Complex")
owned by Washington Brooklyn Limited Partnership ("Washington"). Apparently, the
former general partner of Washington,  BUFNY Houses of Brooklyn, Inc. ("BUFNY"),
allegedly  granted two mortgages in the amounts of $225,000 and $100,000 secured
by the Apartment  Complex.  Each of the foregoing  mortgages was granted without
the  knowledge of Freedom  SLP,  L.P.  (the  "Special  Limited  Partner") or the
Partnership  (collectively  the  "Freedom  LPs") or the  consent of the  Special
Limited Partner,  as required by Washington's  Amended and Restated Agreement of
Limited Partnership (the "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.

Shortly  after the Freedom LPs became  aware of these  foreclosure  proceedings,
their counsel  contacted  counsel for the plaintiffs and mortgagees in an effort
to learn more about the alleged  mortgages and to resolve the disputes  relating
to the mortgages.  When those efforts failed,  the Freedom LPs filed a motion to
intervene  in the  foreclosure  action  and for  leave to file a late  answer on
behalf of themselves and Washington.  The Freedom LPs contend that the mortgages
are  invalid  and that  Washington  is not  liable  for  them or the  underlying
indebtedness. In an order dated September 7, 2004, the Court granted the Freedom
LPs' motion to intervene and to file a late answer on behalf of the Partnership.

On or about September 21, 2004, the Freedom LPs, on behalf of themselves and the
Partnership,  served an  answer,  counterclaims  and  crossclaims  in  defending
against the action. The answer denied the material  allegations of the complaint
and asserted certain affirmative defenses,  counterclaims and crossclaims. Among
other  things,  the Freedom LPs, on behalf of  themselves  and the  Partnership,
added  The  Levites  Organization,  one of the two  co-holders  of the  $225,000
mortgage for which the  plaintiffs'  complaint did not seek  foreclosure,  as an
additional  counterclaim  defendant,  and the  Freedom  LPs assert that both the
$100,000 and $225,000 mortgages are invalid and void ab initio.

After obtaining discovery from the putative mortgagees,  the Partnership and the
Freedom LPs on July 12, 2005 made a motion for summary  judgment  dismissing the
complaint and declaring the mortgages  invalid and void ab initio.  The putative
mortgagees  cross-moved for summary  judgment  declaring the mortgages valid and
enforceable.  Briefing of the motion and cross-motion was completed on September
28, 2005. The motion and  cross-motion  are now fully submitted and awaiting the
Court's determination.

The Freedom LPs intend to defend the action and  prosecute  their  counterclaims
and crossclaims  vigorously.  The final outcome of this case, however, cannot be
determined  at this time.  If the Court were to reject the Freedom LPs  defenses
and  counterclaims,  then it is possible  that the  Apartment  Complex  might be
foreclosed upon and the Partnership might lose its title to and interests in the
Apartment Complex. In the event of a foreclosure, Washington would be subject to
the recapture of a portion of its housing tax credits ("Tax  Credits")  based on
its 15-year  compliance  period  ("Compliance  Period").  However,  Washington's
Compliance Period expires December 31, 2005.

In  addition,  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.

Other
-----

The Partnership has identified three properties located in the areas affected by
Hurricane Katrina in September of 2005 that sustained major damage. All three of
the properties are close to the end of their tax credit  compliance  periods and
have third-party  debt. The Partnership is determining  their level of insurance
coverage. Currently the Partnership does not expect that there will be financial
exposure related to these properties.

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 20% of

                                       9
<PAGE>

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


the properties are located in any single state. There are also substantial risks
associated with owning properties receiving government  assistance,  for example
the  possibility  that  Congress  may not  appropriate  funds to enable 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.  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.

                                       10
<PAGE>

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

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

Certain  statements  contained herein constitute  forward-looking  statements as
such term is defined in Section 27A of the  Securities  Act of 1933, as amended,
and  Section  21E  of  the   Securities   Exchange  Act  of  1934,  as  amended.
Forward-looking  statements  are not  guarantees  of  performance.  They involve
risks,  uncertainties and assumptions.  Our future results,  financial condition
and business may differ materially from those expressed in these forward-looking
statements.  You can find many of these  statements by looking for words such as
"approximates,"   "believes,"  "expects,"   "anticipates,"  "intends,"  "plans,"
"would," "may" or similar  expressions  in this  quarterly  report on Form 10-Q.
These forward-looking statements are subject to numerous assumptions,  risks and
uncertainties.  Many of the factors that will  determine  these items are beyond
our  ability to control or predict.  Factors  that may cause  actual  results to
differ  materially  from those  contemplated by the  forward-looking  statements
include,  but are not limited to,  those set forth in the  Partnership's  Annual
Report on Form 10-K for the year ended March 31, 2005. For these statements, the
Partnership  claims  the  protection  of the  safe  harbor  for  forward-looking
statements contained in the Private Securities Litigation Reform Act of 1995. We
expressly  disclaim any  responsibility  to update  forward-looking  statements,
whether as a result of new information, future events or otherwise. Accordingly,
investors should use caution in relying on forward-looking statements, which are
based on results  and  trends at the time they are made,  to  anticipate  future
results or trends.

The  Partnership's  capital has been  invested in 42 Local  Partnerships.  As of
September 30, 2005, the limited  partnership  interest in one Local  Partnership
was sold. For a discussion of this sale of the Local Partnership,  see Note 3 to
the financial statements.

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

The  Partnership's  primary  sources  of funds  included:  (i)  working  capital
reserves;  (ii)  interest  earned on the working  capital  reserves;  (iii) cash
distributions from operations of the Local Partnerships; and (iv) sales proceeds
and  distributions.  Such funds,  although  minimal,  are  available to meet the
obligations of the  Partnership.  During the six months ended September 30, 2005
and 2004,  distributions from operations of the Local  Partnerships  amounted to
approximately $23,000 and $27,000,  respectively.  Additionally,  during the six
months ended September 30, 2005 and 2004, the Partnership received approximately
$200,000 and $0 of proceeds from the sale of an investment.

For the six months ended  September 30, 2005,  cash and cash  equivalents of the
Partnership and its  consolidated  Local  Partnerships  increased  approximately
$171,000.  This  increase is  attributable  to net cash  provided  by  operating
activities  ($1,009,000)  which  exceeded  acquisition of property and equipment
($105,000),   repayments  of  mortgage  notes   ($629,000)  and  a  decrease  in
capitalization  of consolidated  subsidiaries  attributable to minority interest
($103,000).  Included  in  adjustments  to  reconcile  the net  loss to net cash
provided  by  operating   activities  is   depreciation   and   amortization  of
approximately  ($2,501,000),  loss on sale of  properties  ($39,000) and loss on
impairment of fixed assets ($555,000).

Total  expenses for the three and six months ended  September 30, 2005 and 2004,
excluding   depreciation   and   amortization,    interest   and   general   and
administrative-related parties, totaled $2,511,616 and $4,871,121 and $2,235,034
and  $4,523,628,  respectively.  As of  September  30, 2005 and March 31,  2005,
accounts payable and other liabilities totaled $3,403,767 and $2,455,386,  which
are comprised of the following amounts:
<TABLE>
<CAPTION>
                                              September 30,    March 31,
                                                  2005           2005
                                               ----------     ----------
<S>                                            <C>            <C>
Accounts payable                               $1,059,823     $  234,182
Accrued interest payable                        1,615,718      1,484,260
Security deposits payable                         728,226        736,944
                                               ----------     ----------
Total accounts payable and other liabilities   $3,403,767     $2,455,386
                                               ==========     ==========
</TABLE>

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

As  indicated  in  the  above  table,   accrued   interest   payable   comprised
approximately  47% and 60% of the total accounts  payable and other  liabilities
amount at  September  30,  2005 and March 31,  2005,  respectively.  Such amount
represents the accrued interest on all mortgage loans, which include primary and
secondary loans.  Certain  secondary loans have provisions such that interest is
accrued but not payable until a future date.  The  Partnership  anticipates  the
payment of accrued  interest on the secondary  loans (which make up the majority
of the accrued  interest payable amount and which have been  accumulating  since
the Partnership's  investment in the respective Local  Partnership) will be made
from future refinancings or sales proceeds of the respective Local Partnerships.
In addition,  each Local Partnership's  mortgage notes are collateralized by the
land and buildings of the respective Local Partnership,  and are without further
recourse to the Partnership.

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

A  working  capital  reserve  of  approximately  $82,000,   exclusive  of  Local
Partnerships' working capital, remained unused at September 30, 2005.

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

Partnership  management  fees and  expense  reimbursements  owed to the  General
Partners  amounting to approximately  $7,222,000 and $6,884,000 were accrued and
unpaid as of September  30, 2005 and March 31, 2005,  respectively.  Without the
General   Partners'   continued  accrual  without  payment  of  the  partnership

                                       11
<PAGE>

management  fees,  the  Partnership  will  not  be in a  position  to  meet  its
obligations.  The General  Partners have allowed for the accrual without payment
of a portion of the  partnership  management fees but are under no obligation to
continue to do so. The  Partnership is dependent upon the support of the General
Partners and certain of its  affiliates in order to meet its  obligations at the
Partnership  level.  The General  Partners and these  affiliates  have agreed to
continue such support for the foreseeable future.

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

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

The  Partnership  has fully  invested  the  proceeds of its offering in 42 local
partnerships,  all of which have their tax credits in place. The tax credits are
attached to the property for a period of ten years and are transferable with the
property  during the remainder of such ten year period.  As of December 31, 2002
all the Local  Partnerships  have  completed  their tax credit  periods  and the
Partnership  has met  its  primary  objective  of  generating  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
-----------------------

During the first  quarter of fiscal year ended March 31, 2006,  the  Partnership
approved a plan to  dispose of  Parkside  and at that time  classified  it as an
asset held for sale. The disposal meets the criteria established for recognition
as a discontinued  operation under SFAS 144. SFAS 144 specifically requires that
such  amounts  must  differentiate  a  component  of  a  business  comprised  of
operations and cash flows that can be clearly  distinguished  operationally  and
for  financial  reporting  purposes,  from the rest of the  entity.  Parkside is
reflected as discontinued operations in our condensed consolidated statements of
operations.  On June 20,  2005,  the  Partnership  sold its Limited  Partnership
Interest in Parkside (see Note 3).

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 Note 2 to the consolidated financial statements in the annual report
on Form 10-K for the year ended March 31, 2005.

Property and Equipment

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

In accordance with SFAS 144, the results of discontinued operations are reported
as a separate component of income before extraordinary items on the consolidated
statements  of  operations.  Discontinued  operations  include  the  results  of
operations and any gain or loss recognized for Local Partnerships that have been
disposed of or are held for sale. A gain or loss  recognized  on the disposal is
disclosed  in the notes to the  financial  statements.  Adjustments  to  amounts
previously reported in operations that are directly related to the disposal of a
Local  Partnership  are  reclassified  in the  current  period  as  discontinued
operations  for  comparability  purposes.  Assets  and  liabilities  of a  Local
Partnership that are classified as held for sale are presented separately in the
asset and liability sections, respectively, of the consolidated balance sheets.

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

During the six months ended  September 30, 2005,  the  Partnership  has recorded
$555,000 as a loss on impairment of assets or reduction to estimated fair value.
Through September 30, 2005, the Partnership has recorded  approximately $555,000
as a loss on impairment of assets.

At the time management  commits to a plan to dispose of assets,  said assets are
adjusted to the lower of carrying amount or fair value less costs to sell. These
assets  are  classified  as  property  and  equipment-held  for sale and are not
depreciated. As of September 30, 2005 and March 31, 2005, the Partnership has no
property and equipment recorded as held for sale.

Revenue Recognition
-------------------

Rental income is earned  primarily under standard  residential  operating leases
and is typically  due the first day of each month,  but can vary by property due
to the terms of the tenant leases.  Rental income is recognized  when earned and
as rents become due and charged to tenants' accounts  receivable if not received

                                       12
<PAGE>

by the due  date.  Rental  payments  received  in  advance  of the due  date are
deferred until earned.  Rental  subsidies are recognized as rental income during
the month in which it is earned.

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

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

Three and six months ended September 30, 2005 as compared to the same periods in
--------------------------------------------------------------------------------
2004
----

The  results of  operations  continued  to be in the form of rental  income with
corresponding  expenses  divided  among  operations,  depreciation  and mortgage
interest.

Rental  income  decreased  approximately  2% and 1% for the three and six months
ended  September  30,  2005 as compared  to the  corresponding  periods in 2004,
primarily due to slight  decreases in occupancy at four Local  Partnerships  and
reduction  of  rental  rates  due to an  ongoing  vacancy  problem  at one Local
Partnership,  partially offset by an increase in rental rates at the other Local
Partnerships.

Total  expenses,   excluding   general  and   administrative   and  repairs  and
maintenance,  remained fairly consistent with a slight increase of approximately
1% for the three and six months  ended  September  30,  2005 as  compared to the
corresponding periods in 2004.

General and  administrative  expenses  increased  by  approximately  $74,000 and
$86,000 for the three and six months ended September 30, 2005 as compared to the
corresponding  periods in 2004, primarily due to an increase in bad debt expense
at one Local  Partnership  and higher  legal costs  incurred at the  Partnership
level  relating to the sale of  properties  as well as the  Washington  Brooklyn
litigation.

Repairs  and  maintenance  expenses  increased  by  approximately  $142,000  and
$117,000  for the three and six months ended  September  30, 2005 as compared to
the corresponding  periods in 2004, primarily due to roof repairs due to damages
from hurricane Ivan in 2004 at one Local Partnership.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

The  Partnership  has  mortgage  notes  that are  payable in  aggregate  monthly
installments including principal and interest at rates varying from 0% to 13.50%
per annum.  The Partnership does not believe there is a material risk associated
with the  various  interest  rates  associated  with the  mortgage  notes as the
majority  of  the  Local  Partnership  mortgage  notes  have  fixed  rates.  The
Partnership currently discloses in Item 8, Note 3 to the consolidated  financial
statements  in the  Partnership's  Annual Report on Form 10-K for the year ended
March 31, 2005, the fair value of the mortgage notes  payable.  The  Partnership
does not have any other market sensitive instruments.

Item 4. Controls and Procedures

(a) EVALUATION OF DISCLOSURE  CONTROLS AND PROCEDURES.  The Principal  Executive
Officer and Principal  Financial Officer of Related Freedom  Associates L.P. and
Freedom G.P. Inc., the general  partners of the  Partnership,  has evaluated the
effectiveness of the Partnership's  disclosure  controls and procedures (as such
term is defined in Rules 13a-15(e) and 15d-15(e)  under the Securities  Exchange
Act of 1934, as amended  ("Exchange  Act")), as of the end of the period covered
by this report. Based on such evaluation, such officer has concluded that, as of
the end of such period, the Partnership's disclosure controls and procedures are
effective.

(b) CHANGES IN INTERNAL CONTROLS OVER FINANCIAL  REPORTING.  There have not been
any changes in Partnership's  internal  control over financial  reporting during
the fiscal quarter to which this report relates that have  materially  affected,
or are  reasonably  likely to  materially  affect,  the  Partnership's  internal
control over financial reporting.

                                       13
<PAGE>

                           PART II. OTHER INFORMATION


Item 1.  Legal Proceedings - See Item I. Financial Statements - Note 6

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

Item 3.  Defaults Upon Senior Securities - None

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

Item 5.  Other Information - None

Item 6.  Exhibits

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

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

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

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

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

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


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

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

                                       14
<PAGE>

                                   SIGNATURES


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


                          FREEDOM TAX CREDIT PLUS L.P.
                                  (Registrant)


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


                                       By: RELATED FREEDOM ASSOCIATES INC.,
                                           General Partner


Date: November 4, 2005
      ----------------

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


Date: November 4, 2005
      ----------------

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


                                       and


                                       By: FREEDOM GP INC.,
                                           a General Partner


Date: November 4, 2005
      ----------------

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


Date: November 4, 2005
      ----------------

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



<PAGE>


                                                                    Exhibit 31.1


                         CERTIFICATION PURSUANT TO RULE
                           13a-14(a) OR RULE 15d-14(a)


I, Alan P. Hirmes,  Principal  Executive Officer and Principal Financial Officer
of Related Freedom Associates L.P. and Freedom GP Inc. (the "General Partners"),
each of which is a  general  partner  of  Freedom  Tax  Credit  Plus  L.P.  (the
"Partnership"), certify that:

     1.  I have  reviewed  this  quarterly  report on Form  10-Q for the  period
         ending September 30, 2005 of the Partnership;

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

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

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

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

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

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

         d)  disclosed in this report any change in the  Partnership's  internal
         control over financial reporting that occurred during the Partnership's
         most  recent  fiscal  quarter  that  has  materially  affected,  or  is
         reasonably  likely to materially  affect,  the  Partnership's  internal
         control over financial reporting; and

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

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

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



         Date: November 4, 2005
               ----------------

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


<PAGE>


                                                                    Exhibit 32.1


                            CERTIFICATION PURSUANT TO
                      RULE 13a-14(b) OR RULE 15d-14(b) AND
                         SECTION 1350 OF TITLE 18 OF THE
                       UNITED STATES CODE (18 U.S.C. 1350)


In  connection  with the  Quarterly  Report of Freedom Tax Credit Plus L.P. (the
"Partnership")  on Form 10-Q for the period  ended  September  30, 2005 as filed
with the  Securities  and  Exchange  Commission  ("SEC") on the date hereof (the
"Report"),  I,  Alan  P.  Hirmes,  Principal  Executive  Officer  and  Principal
Financial  Officer of Related Freedom  Associates L.P. and Freedom GP Inc., each
of which is the  general  partner of the  Partnership,  certify,  pursuant to 18
U.S.C.  Section 1350, as adopted  pursuant to Section 906 of the  Sarbanes-Oxley
Act of 2002, that:


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


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


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


By: /s/ Alan P. Hirmes
    ------------------
    Alan P. Hirmes,
    Principal Executive Officer and Principal Financial Officer
    November 4, 2005