SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

(Mark One)


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


For the quarterly period ended December 31, 2003

                                       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>
                                                    =============  ============
                                                     December 31,    March 31,
                                                        2003           2003
                                                    -------------  ------------
                                                     (Unaudited)
<S>                                                 <C>             <C>
ASSETS

Property and equipment - (at cost,
  net of accumulated depreciation
  of $62,501,334 and $58,927,642,
  respectively)                                     $81,121,704     $84,274,411
Cash and cash equivalents                             2,445,009       2,247,128
Investment in marketable securities                           0         109,498
Cash held in escrow                                   5,244,438       4,654,612
Deferred costs (net of accumulated
  amortization of $1,948,751
  and $1,821,322, respectively)                       1,014,064       1,141,493
Other assets                                          1,459,320       1,240,691
                                                    -----------     -----------

Total Assets                                        $91,284,535     $93,667,833
                                                    ===========     ===========
</TABLE>


                                       -2-
<PAGE>

                          FREEDOM TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEETS
                                   (continued)

<TABLE>
<CAPTION>
                                                    =============  ============
                                                     December 31,    March 31,
                                                        2003           2003
                                                    -------------  ------------
                                                     (Unaudited)
<S>                                                  <C>            <C>
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

Liabilities:
  Mortgage notes payable                             $66,588,293    $67,366,819
  Accounts payable and other
   liabilities                                         2,389,464      1,411,077
  Due to local general partners and
   affiliates                                          3,692,980      4,025,449
  Due to general partners and
   affiliates (Note 2)                                 7,548,300      6,933,531
                                                     -----------    -----------

Total Liabilities                                     80,219,037     79,736,876
                                                     -----------    -----------

Minority interests                                     8,033,051      8,079,257
                                                     -----------    -----------
Partners' Capital (Deficit):
  Limited partners (72,896 BACs
   issued and outstanding)                             3,682,769      6,470,255
  General partners                                      (650,322)      (622,165)
  Accumulated other comprehensive
   income:
  Unrealized loss on marketable
   securities                                                  0          3,610
                                                     -----------    -----------

Total Partners' Capital (Deficit)                      3,032,447      5,851,700
                                                     -----------    -----------

Total Liabilities and Partners'
  Capital (Deficit)                                  $91,284,535    $93,667,833
                                                     ===========    ===========
</TABLE>


The  accompanying  notes are in 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             Nine Months Ended
                                      December 31,                  December 31,
                            ----------------------------    ----------------------------
                                2003            2002            2003            2002
                            ----------------------------    ----------------------------

<S>                         <C>              <C>            <C>             <C>
Revenues
Rental income               $ 3,680,546      $ 3,557,927    $10,968,475     $10,630,258
Other                           349,842          363,086      1,091,163       1,041,218
Gain on sale of
  marketable securities           4,966                0          4,966               0
                            -----------      -----------    -----------     -----------
Total revenues                4,035,354        3,921,013     12,064,604      11,671,476
                            -----------      -----------    -----------     -----------
Expenses
General and
  administrative                679,023          640,432      2,135,392       2,024,814
General and
  administrative-
  related parties
  Note 2)                       409,783          396,350      1,270,239       1,232,405
Operating and
  other                         355,945          323,816      1,083,921       1,063,659
Repairs and
  maintenance                   719,531          675,201      2,122,981       1,904,865
Real estate taxes               251,926          251,520        750,690         742,956
Insurance                       140,547          111,135        476,104         369,082
Financial                     1,096,321        1,150,932      3,372,305       3,458,707
Depreciation and
  amortization                1,228,597        1,261,144      3,701,121       3,784,399
                            -----------      -----------    -----------     -----------
Total expenses                4,881,673        4,810,530     14,912,753      14,580,887
                            -----------      -----------    -----------     -----------

Loss before
  minority interest            (846,319)        (889,517)    (2,848,149)     (2,909,411)

Minority interest
  in loss of
  subsidiary
  partnerships                    7,923            9,468         28,896          29,501
                            -----------      -----------    -----------     -----------

Net loss                    $  (838,396)     $  (880,049)   $(2,819,253)    $(2,879,910)
                            ===========      ===========    ===========     ===========

Net loss - limited
  partners                  $  (830,012)     $  (871,249)   $(2,791,060)    $(2,851,111)
                            ===========      ===========    ===========     ===========

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

Basic net loss
  per BAC                   $    (11.34)     $    (11.95)   $    (38.24)    $    (39.11)
                            ===========      ===========    ===========     ===========
</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>
                                                                                            Accumulated
                                                                                               Other
                                                              Limited         General       Comprehensive   Comprehensive
                                               Total          Partners        Partners      Income (loss)       Loss
                                            ------------    ------------    ------------    ------------    ------------


<S>                                         <C>             <C>             <C>             <C>             <C>
Partners' capital (deficit) April 1, 2003   $ 5,851,700     $ 6,470,255     $ (622,165)     $     3,610

Comprehensive Loss: Net loss -
  Nine months ended December 31, 2003        (2,819,253)     (2,791,060)       (28,193)                     $ (2,819,253)

Other Comprehensive Loss:
Net unrealized loss on marketable
  securities                                          0           3,574             36          ( 3,610)           3,610
                                            -----------     -----------     ----------      -----------     ------------
Total Comprehensive Loss                                                                                    $ (2,815,643)
                                                                                                            ============
Partners' capital (deficit)
  December 31, 2003                         $ 3,032,447     $ 3,682,769     $ (650,322)     $         0
                                            ===========     ===========     ==========      ===========
</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>
                                                     ===========================
                                                          Nine Months Ended
                                                             December 31,
                                                     ---------------------------
                                                         2003           2002
                                                     ---------------------------
<S>                                                  <C>            <C>
Cash flows from operating activities:

Net loss                                             $ (2,819,253)  $ (2,879,910)

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

Depreciation and amortization                           3,701,121      3,784,399
Minority interest in loss of
  subsidiaries                                            (28,896)       (29,501)
Gain on sale of marketable securities                      (4,966)             0
Increase in cash held
  in escrow                                              (589,826)      (579,231)
Increase in other assets                                 (218,629)      (168,506)
Increase in accounts payable
  and other liabilities                                   978,387        965,851
Increase in due to general partners
  and affiliates                                          614,769        691,475
Increase in due to local general
  partners and affiliates                                  13,126         82,623
Decrease in due to local general
  partners and affiliates                                (345,595)      (343,342)
                                                     ------------   ------------

Net cash provided by
  operating activities                                  1,300,238      1,523,858
                                                     ------------   ------------

Cash flows from investing activities:

Acquisition of property and
  equipment                                              (420,985)      (407,734)
Proceeds from sale of marketable
  securities                                              114,464              0
                                                     ------------   ------------

Net cash used in investing activities                    (306,521)      (407,734)
                                                     ------------   ------------
</TABLE>

                                       -6-
<PAGE>



                          FREEDOM TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED STATEMENTS OF
                                   CASH FLOWS
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                     ===========================
                                                          Nine Months Ended
                                                             December 31,
                                                     ---------------------------
                                                         2003           2002
                                                     ---------------------------

<S>                                                  <C>            <C>
Cash flows from financing activities:

Proceeds from mortgage notes                                    0        340,600
Repayments of mortgage notes                             (778,526)      (761,898)
Decrease in capitalization of
  consolidated subsidiaries
  attributable to minority interest                       (17,310)       (16,575)
                                                     ------------   ------------
Net cash used in financing
  activities                                             (795,836)      (437,873)
                                                     ------------   ------------

Net increase in cash and cash
  equivalents                                             197,881        678,251

Cash and cash equivalents at
  beginning of period                                   2,247,128      1,833,843
                                                     ------------   ------------

Cash and cash equivalents at
  end of period                                      $  2,445,009   $  2,512,094
                                                     ============   ============

Supplemental disclosure of cash
  flow information:
Cash paid during period for
   interest                                          $  3,106,061   $  3,183,335
                                                     ============   ============
</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
                                December 31, 2003
                                   (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 December 31. All subsidiaries have fiscal
quarters  ending   September  30  in  order  to  allow  adequate  time  for  the
subsidiaries' financial statements to be prepared and consolidated.  Accounts of
the subsidiaries have been adjusted for intercompany transactions from October 1
through December 31.

All   intercompany   accounts  and   transactions   have  been   eliminated   in
consolidation.

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

Losses  attributable  to minority  interests  aggregated  approximately  $8,000,
$9,000,  $29,000 and $30,000 for the three and nine months  ended  December  31,
2003 and 2002, 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



                                       -8-
<PAGE>

                          FREEDOM TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
                         NOTES TO CONSOLIDATED CONDENSED
                              FINANCIAL STATEMENTS
                                December 31, 2003
                                   (Unaudited)


present  fairly the  financial  position of the  Partnership  as of December 31,
2003, the results of operations for the three and nine months ended December 31,
2003 and 2002 and cash flows for the nine  months  ended  December  31, 2003 and
2002.  However,  the operating  results and cash flows for the nine months ended
December 31, 2003 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, 2003.




                                       -9-
<PAGE>

                          FREEDOM TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
                         NOTES TO CONSOLIDATED CONDENSED
                              FINANCIAL STATEMENTS
                                December 31, 2003
                                   (Unaudited)



Note 2 - Related Party Transactions

The costs  incurred  to  related  parties  for the three and nine  months  ended
December 31, 2003 and 2002 were as follows:

<TABLE>
<CAPTION>

                            ============================    ============================
                                  Three Months Ended             Nine Months Ended
                                      December 31,                  December 31,
                            ----------------------------    ----------------------------
                                2003            2002            2003            2002
                            ----------------------------    ----------------------------

<S>                         <C>             <C>             <C>              <C>
Partnership manage-
  ment fees (a)             $   169,000     $  169,000      $  507,000       $  507,000
Expense reimburse-
  ment (b)                       28,461         23,486         127,223          110,816
Local administra-
  tive fee (c)                   13,000         13,000          40,000           40,000
                            -----------     ----------      ----------       ----------
Total general and
  administrative-
  General Partners              210,461        205,486         674,223          657,816

Property manage-
  ment fees
  incurred to
  affiliates of
  the subsidiary
  partnerships'
  general
  partners (d)                  199,322        190,864         596,016          574,589
                            -----------     ----------      ----------       ----------
Total general and
  administrative-
  related parties           $   409,783     $  396,350      $1,270,239       $1,232,405
                            ===========     ==========      ==========       ==========
</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



                                      -10-
<PAGE>


                          FREEDOM TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
                         NOTES TO CONSOLIDATED CONDENSED
                              FINANCIAL STATEMENTS
                                December 31, 2003
                                   (Unaudited)

funds after the Partnership has made  distributions  to the Limited Partners and
BACs holders of sale or refinancing  proceeds  equal to their  original  capital
contributions  plus a 10% priority return thereon (to the extent not theretofore
paid out of cash flow). Partnership management fees owed to the General Partners
amounting to approximately  $6,039,000 and $5,532,000 were accrued and unpaid as
of  December  31,  2003 and March 31,  2003,  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
$265,654,  $249,927,  $794,480  and $760,746 for the three and nine months ended
December 31, 2003 and 2002,  respectively.  Of these fees,  $199,322,  $190,864,
$596,016  and  $574,589,  respectively,  were  incurred  to  affiliates  of  the
subsidiary  partnerships'  general  partners for the three and nine months ended
December 31, 2003 and 2002, respectively.


                                      -11-
<PAGE>


                          FREEDOM TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
                         NOTES TO CONSOLIDATED CONDENSED
                              FINANCIAL STATEMENTS
                                December 31, 2003
                                   (Unaudited)



Note 3 - New Accounting Pronouncements

In  January  2003,  the  Financial   Accounting   Standards  Board  issued  FASB
Interpretation No. 46, "Consolidation of Variable Interest Entities" ("FIN 46").
FIN 46 is applicable  immediately for variable  interest  entities created after
January 31, 2003. For variable  interest  entities  created  before  February 1,
2003, the provisions of FIN 46 were originally applicable no later than December
15, 2003. The Partnership has not created any variable  interest  entities after
January 31,  2003.  In December  2003 the FASB  redeliberated  certain  proposed
modifications  and revised FIN 46 ("FIN 46 (R)").  The  revised  provisions  are
applicable no later than the first reporting period ending after March 15, 2004.
The  adoption  of FIN 46 and FIN 46 (R) is not  anticipated  to have a  material
impact on the Partnership's financial reporting and disclosures.

In May 2003,  the FASB issued SFAS No. 150,  "Accounting  for Certain  Financial
Instruments with  Characteristics  of both Liabilities and Equity." SFAS No. 150
changes the accounting for certain  financial  instruments  that, under previous
guidance,  could be classified as equity or "mezzanine" equity, by now requiring
those  instruments  to  be  classified  as  liabilities  (  or  assets  in  some
circumstances) in the Consolidated  Condensed Balance Sheets.  Further, SFAS No.
150 requires disclosure  regarding the terms of those instruments and settlement
alternatives.  The  guidance  in SFAS No. 150  generally  is  effective  for all
financial  instruments  entered  into or  modified  after May 31,  2003,  and is
otherwise effective at the beginning of the first interim period beginning after
June 15, 2003. The Partnership has evaluated SFAS No. 150 and determined that it
does  not  have  an  impact  on  the  Partnership's   financial   reporting  and
disclosures.


                                      -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 nine months  ended  December 31,
2003,  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  $18,000,   exclusive  of  Local
Partnerships' working capital, remains as of December 31, 2003.

During the nine  months  ended  December  31, 2003 and 2002,  the  distributions
received  from  the  Local  Partnerships   approximated   $48,000  and  $52,000,
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  $6,039,000 and $5,532,000  were accrued and unpaid as of December
31,  2003 and  March  31,  2003,  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 nine months ended December 31, 2003, cash and cash equivalents of the
Partnership  and  its  forty-two   consolidated  Local  Partnerships   increased
approximately $198,000 due to cash provided by operating activities ($1,300,000)
and  proceeds  from sale of  marketable  securities  ($114,000)  which  exceeded
acquisitions of property and equipment ($421,000),  a decrease in capitalization
of consolidated  subsidiaries  attributable to minority  interest  ($17,000) and
repayments  of  mortgage  notes  ($779,000).  Included  in  the  adjustments  to
reconcile the net loss to cash provided by operating  activities is depreciation


                                      -13-
<PAGE>




and  amortization  of  approximately  $3,701,000  and gain on sale of marketable
securities of approximately $5,000.

Management is not aware of any trends or events,  commitments or  uncertainties,
which  have not  otherwise  been  disclosed,  that will or are  likely to impact
liquidity in a material way.  Management  believes the only impact would be from
laws  that  have not yet been  adopted.  The  portfolio  is  diversified  by the
location of the  properties  around the United States so that if one area of the
country is experiencing  downturns in the economy,  the remaining  properties in
the  portfolio  may not be  experiencing  downswings.  However,  the  geographic
diversification  of the portfolio may not protect against a general  downturn in
the national  economy.  The  Partnership  has fully invested the proceeds of its
offering in 42 local partnerships, all of which have their tax credits in place.
The  majority of these tax  credits  have  expired in 2003.  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.  If trends in the real
estate market warranted the sale of a property,  the remaining tax credits would
transfer to the new owner,  thereby  adding value to the property on the market.
However,  such value  declines  each year and is not  included in the  financial
statement carrying amount.

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



                                      -14-
<PAGE>



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
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.

New Accounting Pronouncements
-----------------------------

In  January  2003,  the  Financial   Accounting   Standards  Board  issued  FASB
Interpretation No. 46, "Consolidation of Variable Interest Entities" ("FIN 46").
FIN 46 is applicable  immediately for variable  interest  entities created after
January 31, 2003. For variable  interest  entities  created  before  February 1,
2003, the provisions of FIN 46 were originally applicable no later than December
15, 2003. The Partnership has not created any variable  interest  entities after
January 31,  2003.  In December  2003 the FASB  redeliberated  certain  proposed
modifications  and revised FIN 46 ("FIN 46 (R)").  The  revised  provisions  are
applicable no later than the first reporting period ending after March 15, 2004.
The  adoption  of FIN 46 and FIN 46 (R) is not  anticipated  to have a  material
impact on the Partnership's financial reporting and disclosures.

In May 2003,  the FASB issued SFAS No. 150,  "Accounting  for Certain  Financial
Instruments with  Characteristics  of both Liabilities and Equity." SFAS No. 150
changes the accounting for certain  financial  instruments  that, under previous
guidance,  could be classified as equity or "mezzanine" equity, by now requiring
those  instruments  to  be  classified  as  liabilities  (  or  assets  in  some
circumstances) in the Consolidated  Condensed Balance Sheets.  Further, SFAS No.
150 requires disclosure  regarding the terms of those instruments and settlement
alternatives.  The  guidance  in SFAS No. 150  generally  is  effective  for all



                                      -15-
<PAGE>



financial  instruments  entered  into or  modified  after May 31,  2003,  and is
otherwise effective at the beginning of the first interim period beginning after
June 15, 2003. The Partnership has evaluated SFAS No. 150 and determined that it
does  not  have  an  impact  on  the  Partnership's   financial   reporting  and
disclosures.

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

The results of operations  for the three and nine months ended December 31, 2003
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 increases of approximately 3% for
both the three and nine  months  ended  December  31,  2003 as  compared  to the
corresponding periods in 2002, primarily due to rental rate increases.

Total expenses, excluding repairs and maintenance and insurance, remained fairly
consistent with changes of  approximately  1% for both the three and nine months
ended December 31, 2003 as compared to the corresponding periods in 2002.

Repairs and maintenance expense increased by approximately  $44,000 and $218,000
for the three  and nine  months  ended  December  31,  2003 as  compared  to the
corresponding periods in 2002, primarily due to fire damage repairs at one Local
Partnership and rehabilitation of apartments at three other Local Partnerships.

Insurance expense increased by approximately  $29,000 and $107,000 for the three
and nine months ended December 31, 2003 as compared to the corresponding periods
in 2002,  primarily  due to an  increase  in  insurance  premiums  at the  Local
Partnerships.

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.



                                      -16-
<PAGE>



Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures
------------------------------------------------

The  Principal  Executive  Officer and  Principal  Financial  Officer of Related
Freedom  Associates L.P. and Freedom GP Inc.,  which are the general partners of
Freedom  Tax  Credit  Plus  L.P.  (the   "Partnership"),   have   evaluated  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 (the
"Exchange Act") as of December 31, 2003 (the "Evaluation  Date").  Based on such
evaluation,  such officers have concluded  that, as of the Evaluation  Date, the
Partnership's disclosure controls and procedures are effective in alerting them,
on a timely basis, to material  information relating to the Partnership required
to be  included  in the  Partnership's  reports  filed or  submitted  under  the
Exchange Act .

Changes in Internal Control Over Financial Reporting
----------------------------------------------------

There has been no significant change in the Partnership's  internal control over
financial  reporting during the Partnership's  fiscal quarter ended December 31,
2003  which has  materially  affected,  or is  reasonably  likely to  materially
affect, such internal control over financial reporting .


                                      -17-
<PAGE>


                           PART II. OTHER INFORMATION

Item 1.    Legal Proceedings - None

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


                                      -18-
<PAGE>

                                   SIGNATURES

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

                          FREEDOM TAX CREDIT PLUS L.P.
                                  (Registrant)

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

                           By: RELATED FREEDOM ASSOCIATES INC.,
                               General Partner

Date: February 9, 2004

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

Date: February 9, 2004

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

                           and

                           By: FREEDOM GP INC.,
                               a General Partner

Date: February 9, 2004

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

Date: February 9, 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
          ended December 31, 2003 of the Partnership;

     2.   Based on my  knowledge,  this  quarterly  report  does not contain any
          untrue  statement of a material  fact or omit stating 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 Rues 13a-15(f) and 15d-15(f)) for the  Partnership and
          I 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 quarterly report was being prepared;



<PAGE>

          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

          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  December 31, 2003 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:    February 9, 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 December 31, 2003 as filed with
the Securities  and Exchange  Commission 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.


By: /s/ Alan P. Hirmes
    ------------------
    Alan P. Hirmes
    Principal Executive Officer and Principal Financial Officer
    February 9, 2004