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, 2004

                                       OR

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

                         Commission File Number 0-24652


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


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


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


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

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

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


<PAGE>


                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

                          FREEDOM TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                   ============    ============
                                                     June 30,        March 31,
                                                       2004            2004
                                                   ------------    ------------
                                                   (Unaudited)
<S>                                                <C>             <C>
ASSETS

Property and equipment - (at cost,
  net of accumulated depreciation
  of $64,942,793 and $63,733,516,
  respectively)                                    $ 79,472,172    $ 80,476,651
Cash and cash  equivalents                            2,559,356       2,492,636
Cash  held in  escrow                                 4,971,644       4,743,491
Deferred  costs  (net of accumulated
  amortization of $2,035,530
  and $1,988,501, respectively)                         932,357         979,385
Other assets                                            987,832       1,247,703
                                                   ------------    ------------

Total Assets                                       $ 88,923,361    $ 89,939,866
                                                   ============    ============
</TABLE>

                                       2
<PAGE>

                          FREEDOM TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEETS
                                   (continued)
<TABLE>
<CAPTION>
                                                   ============    ============
                                                     June 30,        March 31,
                                                       2004            2004
                                                   ------------    ------------
                                                   (Unaudited)
<S>                                                <C>             <C>

LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

Liabilities:
  Mortgage notes payable                           $ 66,014,298    $ 66,285,158
  Accounts payable and other
   liabilities                                        1,978,482       1,771,574
  Due to local general partners and
   affiliates                                         3,812,552       3,922,555
  Due to general partners and
   affiliates (Note 2)                                8,089,328       7,861,874
                                                   ------------    ------------

Total Liabilities                                    79,894,660      79,841,161
                                                   ------------    ------------

Minority interests                                    7,990,219       8,001,969
                                                   ------------    ------------

Contingencies (Note 3)

Partners' Capital (Deficit):
  Limited partners (72,896 BACs
   issued and outstanding)                            1,708,744       2,756,415
  General partners                                     (670,262)       (659,679)
                                                   ------------    ------------

Total Partners' Capital (Deficit)                     1,038,482       2,096,736
                                                   ------------    ------------

Total Liabilities and Partners'
  Capital (Deficit)                                $ 88,923,361    $ 89,939,866
                                                   ============    ============
</TABLE>

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

                                       3
<PAGE>


                          FREEDOM TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED STATEMENTS OF
                                   OPERATIONS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                   ============================
                                                        Three Months Ended
                                                              June 30,
                                                   ----------------------------
                                                       2004            2003
                                                   ----------------------------
<S>                                                <C>              <C>
Revenues
Rental income                                      $ 3,748,355      $ 3,664,367
Other                                                  317,198          326,921
                                                   -----------      -----------

Total revenues                                       4,065,553        3,991,288
                                                   -----------      -----------

Expenses
General and administrative                             700,396          768,148
General and administrative-
  related parties (Note 2)                             442,095          416,123
Operating and other                                    404,323          392,394
Repairs and Maintenance                                832,225          722,880
Real estate taxes                                      251,294          251,523
Insurance                                              176,767          165,260
Financial                                            1,070,765        1,103,490
Depreciation and amortization                        1,256,305        1,237,652
                                                   -----------      -----------

Total expenses                                       5,134,170        5,057,470
                                                   -----------      -----------

Loss before minority interest                       (1,068,617)      (1,066,182)

Minority interest in loss of subsidiaries               10,363           11,698
                                                   -----------      -----------

Net loss                                           $(1,058,254)     $(1,054,484)
                                                   ===========      ===========

Net loss - limited partners                        $(1,047,671)     $(1,043,939)
                                                   ===========      ===========

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

Net loss per BAC                                   $    (14.37)     $    (14.32)
                                                   ===========      ===========
</TABLE>

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

                                       4
<PAGE>


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

Net loss                             (1,058,254)     (1,047,671)        (10,583)
                                    -----------     -----------     -----------

Partners' capital (deficit)
  June 30, 2004                     $ 1,038,482     $ 1,708,744     $  (670,262)
                                    ===========     ===========     ===========
</TABLE>

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


                                       5
<PAGE>


                          FREEDOM TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED STATEMENTS OF
                                   CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                   ============================
                                                        Three Months Ended
                                                             June 30,
                                                   ----------------------------
                                                      2004              2003
                                                   ----------------------------
<S>                                                <C>              <C>
Cash flows from operating activities:

Net loss                                           $(1,058,254)     $(1,054,484)

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

Depreciation and amortization                        1,256,305        1,237,652
Minority interest in loss of
  subsidiaries                                         (10,363)         (11,698)
Increase in cash held
  in escrow                                           (228,153)        (181,085)
Decrease (increase) in other assets                    259,871         (215,983)
Increase in accounts payable
  and other liabilities                                206,907          548,948
Increase in due to general partners
  and affiliates                                       227,454          237,150
Increase in due to local general
  partners and affiliates                                3,464           12,871
Decrease in due to local general
  partners and affiliates                             (113,467)         (14,382)
                                                   -----------      -----------

Net cash provided by
  operating activities                                 543,764          558,989
                                                   -----------      -----------

Cash flows from investing activities:

Acquisition of property and
  equipment                                           (204,797)        (146,246)
                                                   -----------      -----------

Net cash used in investing activities                 (204,797)        (146,246)
                                                   -----------      -----------
</TABLE>

                                       6
<PAGE>


                          FREEDOM TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED STATEMENTS OF
                                   CASH FLOWS
                                   (Unaudited)
                                   (continued)
<TABLE>
<CAPTION>
                                                   ============================
                                                        Three Months Ended
                                                             June 30,
                                                   ----------------------------
                                                      2004              2003
                                                   ----------------------------
<S>                                                <C>              <C>
Cash flows from financing activities:

Repayments of mortgage notes                          (270,860)        (275,807)
Decrease in capitalization of
  consolidated subsidiaries
  attributable to minority interest                     (1,387)         (11,723)
                                                   -----------      -----------
Net cash used in financing
  activities                                          (272,247)        (287,530)
                                                   -----------      -----------

Net increase in cash and cash
  equivalents                                           66,720          125,213

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

Cash and cash equivalents at
  end of period                                    $ 2,559,356      $ 2,372,341
                                                   ===========      ===========

Supplemental disclosure of cash
  flow information:
Cash paid during period for
  interest                                         $   969,564      $   920,486
                                                   ===========      ===========
</TABLE>

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


                                       7
<PAGE>


                          FREEDOM TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
                         NOTES TO CONSOLIDATED CONDENSED
                              FINANCIAL STATEMENTS
                                  June 30, 2004
                                   (Unaudited)


Note 1 - General

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

The  Partnership's  fiscal  quarter ends June 30. All  subsidiaries  have fiscal
quarters  ending March 31 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 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 aggregated  approximately  $10,000 and
$12,000 for the three  months  ended June 30, 2004 and 2003,  respectively.  The
Partnership's investment in each subsidiary is generally equal to the respective
subsidiary's partners' equity less minority interest capital, if any.

The books and records of the  Partnership are maintained on the accrual basis of
accounting in accordance with accounting  principles  generally  accepted in the
United  States  of  America.  In the  opinion  of the  General  Partners  of the
Partnership,   the  accompanying  unaudited  financial  statements  contain  all
adjustments  (consisting  only of normal  recurring  adjustments)  necessary  to
present fairly the financial position of the Partnership as of June 30, 2004 and
results of  operations  and its cash flows for the three  months  ended June 30,

                                       8
<PAGE>


                          FREEDOM TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
                         NOTES TO CONSOLIDATED CONDENSED
                              FINANCIAL STATEMENTS
                                  June 30, 2004
                                   (Unaudited)


2004 and 2003.  However,  the  operating  results  and cash  flows for the three
months ended June 30, 2004 may not be  indicative  of the results for the entire
year.

Certain  information  and  note  disclosures   normally  included  in  financial
statements prepared in accordance with accounting  principles generally accepted
in the United States of America have been omitted or condensed.  These condensed
financial statements should be read in conjunction with the financial statements
and notes thereto included in the  Partnership's  Annual Report on Form 10-K for
the year ended March 31, 2004.

                                       9
<PAGE>


                          FREEDOM TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
                         NOTES TO CONSOLIDATED CONDENSED
                              FINANCIAL STATEMENTS
                                  June 30, 2004
                                   (Unaudited)


Note 2 - Related Party Transactions

The costs  incurred to related  parties for the three months ended June 30, 2004
and 2003 were as follows:
<TABLE>
<CAPTION>
                                                           Three Months Ended
                                                                June 30,
                                                        ------------------------
                                                          2004            2003
                                                        ------------------------
<S>                                                     <C>             <C>
Partnership management fees (a)                         $169,000        $169,000
Expense reimbursement (b)                                 36,446          39,160
Local administrative fee (c)                              13,000          13,000
                                                        --------        --------

Total general and administrative-
  General Partners                                       218,446         221,160
                                                        --------        --------
Property management fees
  incurred to  affiliates of
  the subsidiary partnerships'
  general partners (d)                                   223,649         194,963
                                                        --------        --------
Total general and administrative-
  related parties                                       $442,095        $416,123
                                                        ========        ========
</TABLE>

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

                                       10
<PAGE>


                          FREEDOM TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
                         NOTES TO CONSOLIDATED CONDENSED
                              FINANCIAL STATEMENTS
                                  June 30, 2004
                                   (Unaudited)


amounting to approximately  $6,377,000 and $6,208,000 were accrued and unpaid as
of June 30, 2004 and March 31, 2004, respectively. Without the General Partners'
continued accrual without payment,  the Partnership will not be in a position to
meet its obligations.  The General Partners have continued  allowing the accrual
without payment of these amounts,  but are under no obligation to continue to do
so. The  Partnership is dependent  upon the support of the General  Partners and
certain of their  affiliates in order to meet its obligations at the Partnership
level.  The General  Partners and these  affiliates have agreed to continue such
support for the foreseeable future.

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

(c) Freedom SLP L.P., a special limited partner of the subsidiary  partnerships,
is entitled to receive an annual local  administrative fee from $0 to $2,500 per
year from each subsidiary partnership.

(d) Property  management  fees incurred by subsidiary  partnerships  amounted to
$266,383  and  $260,658  for the  three  months  ended  June 30,  2004 and 2003,
respectively. Of these fees, $223,649 and $194,963,  respectively, were incurred
to affiliates of the  subsidiary  partnerships'  general  partners for the three
months ended June 30, 2004 and 2003, respectively.


Note 3 - Contingencies

Washington Brooklyn
-------------------
On 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

                                       11
<PAGE>


                          FREEDOM TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
                         NOTES TO CONSOLIDATED CONDENSED
                              FINANCIAL STATEMENTS
                                  June 30, 2004
                                   (Unaudited)


the knowledge and consent of Freedom SLP, L.P. (the "Special  Limited  Partner")
or the Partnership (collectively the "Freedom LPs"), as required by Washington's
Amended  and  Restated  Agreement  of  Limited   Partnership  (the  "Partnership
Agreement").  The Freedom LPs  believe  that BUFNY did not use the alleged  loan
proceeds for the benefit of Washington or the Apartment  Complex.  For these and
other reasons, the Freedom LPs contend that the alleged mortgages are invalid.

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

Shortly  after the Freedom LPs became  aware of these  foreclosure  proceedings,
their counsel  contacted  counsel for the plaintiffs and mortgagees in an effort
to learn more about the alleged  mortgages and to resolve the disputes  relating
to the mortgages.  When those efforts failed,  the Freedom LPs filed a motion to
intervene  in the  foreclosure  action  and for  leave to file a late  answer on
behalf of themselves and Washington.  The Freedom LPs contend that the mortgages
are  invalid  and that  Washington  is not  liable  for  them or the  underlying
indebtedness. A hearing on the Freedom LPs' motion was held on June 16, 2004 and
the Court  reserved  ruling on that  motion,  which is now fully  submitted  and
pending a decision  by the Court.  The Court,  however,  has stayed all  further
proceedings in the foreclosure  action until it decides the Freedom LPs' motion.
If the Court were to deny the Freedom LPs motion or reject their defenses on the
merits to the  foreclosure  action,  it is possible that the  Apartment  Complex
might  be  foreclosed  upon and the  Partnership  might  lose  its  title to and
interests in the  Apartment  Complex,  as well as risk  possible  recapture of a
portion of the tax credits generated by Washington.  However,  the final outcome
of this case cannot be determined at this time.

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

                                       12
<PAGE>

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

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

The Partnership's  sources of funds during the three months ended June 30, 2004,
include  working  capital  reserves,  interest  earned on  working  capital  and
distributions  received  from the  Local  Partnerships.  None of  these  sources
generated substantial amounts of funds.

A  working  capital  reserve  of  approximately  $51,000,   exclusive  of  Local
Partnerships' working capital, remains as of June 30, 2004.

During the three months ended June 30, 2004 and 2003, the distributions received
from the Local Partnerships approximated $26,000 and $3,000, respectively.  Cash
distributions  from  Local  Partnerships  are  not  expected  to  reach  a level
sufficient to permit cash distributions to BACs holders.  These distributions as
well as the working capital reserves referred to in the preceding  paragraph and
the continued deferral by the General Partners of fees owed to them will be used
to meet the operating expenses of the Partnership.

Partnership   management  fees  owed  to  the  General  Partners   amounting  to
approximately  $6,377,000 and $6,208,000  were accrued and unpaid as of June 30,
2004 and March 31, 2004,  respectively.  Without the General Partners  continued
accrual without payments,  the Partnership will not be in a position to meet its
obligations.  The General  Partners have continued  allowing the accrual without
payment of these amounts, but are under no obligation to do so and to the extent
cash  flow  becomes  available,  such  fees  will be paid.  The  Partnership  is
dependent  upon  the  support  of the  General  Partners  and  certain  of their
affiliates  in order to meet  its  obligations  at the  Partnership  level.  The
General  Partners and these  affiliates have agreed to continue such support for
the foreseeable future.

During the three months ended June 30, 2004,  cash and cash  equivalents  of the
Partnership  and  its  forty-two   consolidated  Local  Partnerships   increased
approximately  $67,000 due to cash provided by operating  activities  ($544,000)
which exceeded acquisitions of property and equipment ($205,000),  a decrease in
capitalization  of consolidated  subsidiaries  attributable to minority interest
($1,000)  and  repayments  of  mortgage  notes   ($271,000).   Included  in  the
adjustments  to reconcile the net loss to cash provided by operating  activities
is depreciation and amortization of approximately $1,256,000.

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

                                       13
<PAGE>

offering in 42 local partnerships, all of which have their tax credits in place.
The tax credits are  attached to the  property for a period of ten years and are
transferable  with the property during the remainder of such ten year period. As
of December 31, 2002 all the Local  Partnerships have completed their tax credit
periods and the Partnership has met its primary objective of generating  Housing
Tax Credits  ("Tax  Credits") for qualified  BACs holders.  However,  each Local
Partnership must continue to comply with the Tax Credit  requirements  until the
end of the 15 year  Compliance  Period  ("Compliance  Period") in order to avoid
recapture of the Tax Credits.  The Compliance  Period will end between  December
31, 2004 and  December 31, 2007 with respect to the  Properties  depending  upon
when the Compliance Period commenced.

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

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

(a)  Property and Equipment

Property and  equipment  to be held and used are carried at cost which  includes
the purchase price,  acquisition fees and expenses, and any other costs incurred
in acquiring the  properties.  The cost of property and equipment is depreciated
over their estimated useful lives using accelerated and  straight-line  methods.
Expenditures  for repairs and  maintenance  are charged to expense as  incurred;
major  renewals  and  betterments  are  capitalized.  At the time  property  and
equipment  are  retired  or  otherwise  disposed  of,  the cost and  accumulated
depreciation  are  eliminated  from  the  assets  and  accumulated  depreciation
accounts  and the profit or loss on such  disposition  is reflected in earnings.
The Partnership complies with Statement of Financial Accounting Standards (SFAS)
No. 144 "Accounting for the Impairment or Disposal of Long-Lived Assets". A loss
on  impairment  of  assets  is  recorded  when  management   estimates   amounts
recoverable   through  future   operations  and  sale  of  the  property  on  an

                                       14
<PAGE>

undiscounted basis are below depreciated cost. At that time property investments
themselves are reduced to estimated fair value  (generally using discounted cash
flows).

(b)  Income Taxes

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

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

The results of operations  for the three months ended June 30, 2004 continued to
be in the form of  rental  income  with  corresponding  expenses  divided  among
operations, depreciation and mortgage interest.

Rental income remained fairly  consistent with an increase of  approximately  2%
for the three months ended June 30, 2004 as compared to the corresponding period
in 2003, primarily due to rental rate increases.

Total expenses,  excluding  repairs and maintenance,  remained fairly consistent
with a decrease of  approximately 1% for the three months ended June 30, 2004 as
compared to the corresponding period in 2003.

Repairs and  maintenance  expense  increased by  approximately  $109,000 for the
three  months  ended June 30, 2004 as compared  to the  corresponding  period in
2003,   primarily  due  to  painting  and  exterior  renovations  at  one  Local
Partnership.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

The  Partnership  is not exposed to market risk since its mortgage  indebtedness
bears fixed rates of interest.

Item 4. Controls and Procedures

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

                                       15
<PAGE>

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

                                       16
<PAGE>

                           PART II. OTHER INFORMATION

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

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 and Reports on Form 8-K

          (a) Exhibits

          (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).

          (b) Reports on Form 8-K - None

                                       17
<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 10, 2004

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

Date: August 10, 2004

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

                           and

                           By: FREEDOM GP INC.,
                               a General Partner

Date: August 10, 2004

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

Date: August 10, 2004

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

<PAGE>

                                                                    Exhibit 31.1


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

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

1.   I have  reviewed this  quarterly  report on Form 10-Q for the period ending
     June 30, 2004 of the Partnership;

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

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

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

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

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


<PAGE>


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

     d)  disclosed  in this  quarterly  report any  change in the  Partnership's
     internal  control over financial  reporting that occurred during the period
     ending June 30, 2004 that has materially affected,  or is reasonably likely
     to materially  affect,  the  Partnership's  internal control over financial
     reporting; and

5.   I have disclosed,  based on our 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
     controls over financial reporting.



Date: August 10, 2004
      ---------------

                           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 June 30, 2004 as filed with the
Securities and Exchange Commission ("SEC") on the date hereof (the "Report"), I,
Alan P. Hirmes,  Principal  Executive Officer and Principal Financial Officer of
Related  Freedom  Associates  L.P.  and  Freedom  GP Inc.,  each of which is the
general partner of the Partnership, certify, pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:


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


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


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


By: /s/ Alan P. Hirmes
    ------------------
    Alan P. Hirmes
    Principal Executive Officer and Principal Financial Officer
    August 10, 2004