UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 10-Q


(Mark One)

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


For the quarterly period ended June 30, 2006


                                       OR


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



                         COMMISSION FILE NUMBER 0-24652

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



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

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



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


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


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

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


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


<PAGE>



                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

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

<TABLE>
<CAPTION>

                                                                          June 30,         March 31,
                                                                            2006             2006
                                                                        ------------     ------------
                                                                         (Unaudited)       (Audited)
<S>                                                                     <C>              <C>
ASSETS

Operating assets
  Property and equipment - (at cost, net of accumulated depreciation
    of $30,565,077 and $33,384,359, respectively)                       $ 33,341,020     $ 36,462,734
  Cash and cash equivalents                                                1,673,237        3,404,395
  Cash held in escrow                                                      3,642,195        3,734,746
  Deferred costs (net of accumulated amortization of $192,980 and
    $189,345, respectively)                                                  255,947          259,582
  Other assets                                                               893,624          851,970
                                                                        ------------     ------------

Total operating assets                                                    39,806,023       44,713,427
                                                                        ------------     ------------

Assets related to held for sale (Note 5)
  Property and equipment held for sale (net of accumulated
    depreciation of $31,728,145 and $35,174,311, respectively)            26,092,716       31,269,354
  Assets held for sale                                                     2,066,239        3,531,615
                                                                        ------------     ------------
  Total assets - held for sale                                            28,158,955       34,800,969
                                                                        ------------     ------------

Total Assets                                                            $ 67,964,978     $ 79,514,396
                                                                        ============     ============

LIABILITIES AND PARTNERS' DEFICIT

Operating liabilities
  Mortgage notes payable                                                $ 31,691,299     $ 33,397,400
  Accounts payable and other liabilities                                   3,537,603        5,291,827
  Due to local general partners and affiliates                             1,176,506        1,181,186
  Due to general partners and affiliates (Note 2)                          7,683,464        9,666,054
                                                                        ------------     ------------

Total operating liabilities                                               44,088,872       49,536,467
                                                                        ------------     ------------

Liabilities related to held for sale (Note 5)
  Mortgage notes payable of assets held for sale                          22,340,989       26,468,361
  Liabilities held for sale including minority interest                    7,880,759        6,455,851
                                                                        ------------     ------------
  Total liabilities - held for sale                                       30,221,748       32,924,212
                                                                        ------------     ------------

Total liabilities                                                         74,310,620       82,460,679
                                                                        ------------     ------------

Minority interests                                                         1,464,496        2,968,663
                                                                        ------------     ------------

Commitments and contingencies (Note 6)

Partners' deficit:
Limited partners (72,896 BACs issued and outstanding)                     (7,051,391)      (5,175,151)
General partners                                                            (758,747)        (739,795)
                                                                        ------------     ------------

Total partners' deficit                                                   (7,810,138)      (5,914,946)
                                                                        ------------     ------------

Total liabilities and partners' deficit                                 $ 67,964,978     $ 79,514,396
                                                                        ============     ============

</TABLE>

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


                                       2
<PAGE>



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

<TABLE>
<CAPTION>

                                                                                 Three Months Ended
                                                                                      June 30,
                                                                             ---------------------------
                                                                                 2006           2005*
                                                                             -----------     -----------
<S>                                                                          <C>             <C>
Operations:

Revenues
Rental income                                                                $ 1,571,357     $ 1,563,923
Other                                                                            239,035         273,499
                                                                             -----------     -----------
Total revenues                                                                 1,810,392       1,837,422
                                                                             -----------     -----------

Expenses:
General and administrative                                                       329,417         291,624
General and administrative-related parties (Note 2)                              361,376         352,595
Repairs and maintenance                                                          275,643         444,290
Operating and other                                                              211,313         176,165
Real estate taxes                                                                116,051         123,305
Insurance                                                                         98,210          92,205
Financial                                                                        464,947         477,613
Depreciation and amortization                                                    518,375         520,515
                                                                             -----------     -----------

Total expenses                                                                 2,375,332       2,478,312
                                                                             -----------     -----------

Loss before minority interest and discontinued operations                       (564,940)       (640,890)

Minority interest in loss of subsidiaries from operations                          4,088           5,151
                                                                             -----------     -----------

Loss from continuing operations                                                 (560,852)       (635,739)

Discontinued Operations:
Loss from discontinued operations (including minority interest) (Note 5)      (1,334,340)       (983,233)
                                                                             -----------     -----------
Net loss                                                                     $(1,895,192)    $(1,618,972)
                                                                             ===========     ===========

Loss from continuing operations - limited partners                           $  (555,243)    $  (629,381)
Loss from discontinued operations (including minority interest) - limited
  partners                                                                    (1,320,997)       (973,401)
                                                                             -----------     -----------
Net loss - limited partners                                                  $(1,876,240)    $(1,602,782)
                                                                             ===========     ===========

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

Loss from continuing operations per BAC                                      $     (7.62)    $     (8.63)
Loss from discontinued operations per BAC                                         (18.12)         (13.36)
                                                                             -----------     -----------

Net loss per BAC                                                             $    (25.74)    $    (21.99)
                                                                             ===========     ===========

</TABLE>

*  Reclassified for comparative purposes

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


                                       3
<PAGE>



                          FREEDOM TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED STATEMENT OF CHANGES
                              IN PARTNERS' DEFICIT
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                      Limited         General
                                        Total         Partners        Partners
                                     -----------     -----------     -----------
<S>                                  <C>             <C>             <C>
Partners' deficit - April 1, 2006    $(5,914,946)    $(5,175,151)    $  (739,795)

Net loss                              (1,895,192)     (1,876,240)        (18,952)
                                     -----------     -----------     -----------

Partners' deficit - June 30, 2006    $(7,810,138)    $(7,051,391)    $  (758,747)
                                     ===========     ===========     ===========

</TABLE>

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


                                       4
<PAGE>



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

<TABLE>
<CAPTION>

                                                                                         Three Months Ended
                                                                                              June 30,
                                                                                    ---------------------------
                                                                                       2006            2005*
                                                                                    -----------     -----------
<S>                                                                                 <C>             <C>
Cash flows from operating activities:

Net loss                                                                            $(1,895,192)    $(1,618,972)

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

   Loss on sale of properties                                                            83,655               0
   Loss on impairment of fixed assets                                                   400,000         555,000
   Depreciation and amortization                                                        890,131       1,251,712
   Minority interest in loss of subsidiaries                                            697,657         (21,645)
   Increase in cash held in escrow                                                      (81,162)        (34,573)
   Increase in other assets                                                            (285,829)       (511,585)
   (Decrease) increase in accounts payable and other liabilities                     (1,846,145)      1,056,182
   (Decrease) increase in due to general partners and affiliates                     (2,049,503)        213,815
   Increase in due to local general partners and affiliates                              16,166         142,590
   Decrease in due to local general partners and affiliates                             (21,749)       (174,047)
                                                                                    -----------     -----------
Net cash (used in) provided by operating activities                                  (4,091,971)        858,477
                                                                                    -----------     -----------

Cash flows from investing activities:

   Acquisition of property and equipment                                               (208,061)        (32,179)
                                                                                    -----------     -----------

Net cash provided by investing activities                                              (208,061)        (32,179)
                                                                                    -----------     -----------

Cash flows from financing activities:

   Repayments of mortgage notes                                                        (303,237)       (296,613)
   Increase (decrease) in capitalization of consolidated subsidiaries
     attributable to minority interest                                                2,112,800         (96,308)
                                                                                    -----------     -----------

Net cash provided by (used in) financing activities                                   1,809,563        (392,921)
                                                                                    -----------     -----------

Net (decrease) increase in cash and cash equivalents                                 (2,490,469)        433,377

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

Cash and cash equivalents at end of period**                                        $ 2,181,797     $ 2,583,827
                                                                                    ===========     ===========

Supplemental disclosure of cash flow information:
Cash paid during period for interest                                                $   897,583     $   940,341
                                                                                    ===========     ===========

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

   Decrease in property and equipment, net of accumulated depreciation              $ 7,260,685     $         0
   Decrease in cash held in escrow                                                      564,692               0
   Decrease in rents receivable                                                          47,376               0
   Decrease in other assets                                                             418,801               0
   Decrease in mortgage notes payable                                                (5,530,236)              0
   Increase in accounts payable and other liabilities                                   312,394               0
   Decrease in due to general partners and affiliates                                   (87,000)              0
   Decrease in due to local general partners and affiliate                             (240,769)              0
   Decrease in deferred costs                                                            52,318               0
   Decrease in capitalization of consolidated subsidiaries attributable to
     minority interest                                                               (2,714,606)              0

</TABLE>

See Note 5 for cash flows from discontinued operations.

*    Reclassified for comparative purposes.
**   Cash  and  cash  equivalents,   end  of  period,  includes  cash  and  cash
     equivalents   from   discontinued   operations  of  $508,560  and  $62,794,
     respectively.

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


                                       5
<PAGE>



                          FREEDOM TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  June 30, 2006
                                   (Unaudited)



Note 1 - General

The condensed  consolidated financial statements include the accounts of Freedom
Tax  Credit  Plus  L.P.  ("the  Partnership")  and  39  subsidiary  partnerships
("subsidiaries", "subsidiary partnerships" or "Local Partnerships") in which the
Partnership is a limited partner.  Through the rights of the Partnership  and/or
an affiliate of Related Freedom Associates L.P., a Delaware limited  partnership
and  Freedom GP Inc.,  a Delaware  corporation  (each a  "General  Partner"  and
collectively,  the  "General  Partners"),  which  affiliate  has  a  contractual
obligation to act on behalf of the  Partnership to remove the general partner of
the  subsidiary  partnership  (each a "Local General  Partner"),  and to approve
certain  major  operating  and  financial  decisions,   the  Partnership  has  a
controlling  financial interest in the Local Partnerships.  As of June 30, 2006,
the  Partnership  has sold  its  limited  partnership  interest  in seven  Local
Partnerships  and the property and the related  assets and  liabilities  of five
Local  Partnerships  were sold (see Note 3). In addition,  the  Partnership  has
entered into agreements for the sale of eight Local  Partnerships  (see Note 4).
No assurance can be given as to whether or when these sales will actually occur.
Subsequently,  on July 26, 2006, the related assets and liabilities of one Local
Partnership were sold (see Note 7).

The  Partnership's  fiscal quarter ends on 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  $0 and
$22,000 for the three months ended June 30, 2006 and 2005,  respectively.  These
amounts include approximately $0 and $11,000,  respectively,  which were related
to discontinued  operations.  The Partnership's investment in each subsidiary is
generally equal to the respective  subsidiary's  partners'  equity less minority
interest capital, if any.

The books and records of the  Partnership are maintained on the accrual basis of
accounting in accordance with accounting  principles  generally  accepted in the
United  States  of  America.  In the  opinion  of the  General  Partners  of the
Partnership,   the  accompanying   unaudited  condensed  consolidated  financial
statements  contain  all  adjustments   (consisting  only  of  normal  recurring
adjustments)  necessary to present fairly the condensed  consolidated  financial
position of the  Partnership  as of June 30, 2006, its results of operations and
cash flows for the three  months  ended  June 30,  2006 and 2005.  However,  the
operating  results and cash flows for the three  months  ended June 30, 2006 may
not be indicative of the results for the entire year.

Certain  information  and  note  disclosures   normally  included  in  financial
statements prepared in accordance with accounting  principles generally accepted
in the United States of America have been omitted or condensed.  These condensed
consolidated  financial  statements  should  be read  in  conjunction  with  the
consolidated   financial   statements   and  notes   thereto   included  in  the
Partnership's Annual Report on Form 10-K for the year ended March 31, 2006.


Note 2 - Related Party Transactions

The costs incurred to related parties from operations for the three months ended
June 30, 2006 and 2005 were as follows:

<TABLE>
<CAPTION>

                                                             Three Months Ended
                                                                  June 30,
                                                            --------------------
                                                              2006        2005*
                                                            --------    --------
<S>                                                         <C>         <C>
Partnership management fees (a)                             $163,875    $169,000
Expense reimbursement (b)                                     52,120      52,190
Local administrative fee (c)                                   6,875       6,750
                                                            --------    --------

Total general and administrative-General Partners            222,870     227,940
                                                            --------    --------
Property management fees incurred to affiliates of the       138,506     124,655
  subsidiary partnerships' general partners (d)
                                                            --------    --------
Total general and administrative-related parties            $361,376    $352,595
                                                            ========    ========

</TABLE>

 * Reclassified for comparative purposes.


                                       6
<PAGE>



                          FREEDOM TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  June 30, 2006
                                   (Unaudited)



The costs incurred to related parties from discontinued operations for the three
months ended June 30, 2006 and 2005 were as follows:

<TABLE>
<CAPTION>

                                                                 Three Months Ended
                                                                      June 30,
                                                                --------------------
                                                                  2006        2005*
                                                                --------    --------
<S>                                                             <C>         <C>
Local administrative fee (c)                                    $  5,000    $  6,048
                                                                --------    --------
Total general and administrative-General Partners                  5,000       6,048
                                                                --------    --------
Property management fees incurred to affiliates of the Local
  General Partners (d)                                            76,024      99,215
                                                                --------    --------
Total general and administrative-related parties                $ 81,024    $105,263
                                                                ========    ========

</TABLE>

 * Reclassified for comparative purposes.

(a) The General  Partners are entitled to receive a partnership  management fee,
after payment of all Partnership expenses,  which together with the annual local
administrative  fees,  will not exceed a maximum  of 0.5% per annum of  invested
assets (as defined in the  Partnership's  Amended  and  Restated  Agreement  and
Certificate  of  Limited   Partnership  (the  "Partnership   Agreement")),   for
administering  the  affairs  of  the  Partnership.   Subject  to  the  foregoing
limitation,  the  partnership  management  fee will be determined by the General
Partners in their sole discretion  based upon their review of the  Partnership's
investments.  Unpaid  Partnership  management  fees for any year will be accrued
without  interest and will be payable from  working  capital  reserves or to the
extent of available funds after the Partnership  has made  distributions  to the
limited partners and Beneficial Assignment Certificates ("BACs") holders of sale
or refinancing proceeds equal to their original capital contributions plus a 10%
priority return thereon (to the extent not  theretofore  paid out of cash flow).
Partnership   management  fees  owed  to  the  General  Partners   amounting  to
approximately  $7,381,000 and $7,555,000  were accrued and unpaid as of June 30,
2006 and March 31, 2006,  respectively.  Without the General Partners' continued
accrual without  payment,  the Partnership will not be in a position to meet its
obligations.  The General  Partners have continued  allowing the accrual without
payment of these amounts,  but are under no obligation to continue to do so. The
Partnership is dependent upon the support of the General Partners and certain of
their affiliates in order to meet its obligations at the Partnership  level. The
General  Partners and these  affiliates have agreed to continue such support for
the foreseeable future.

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

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

(d) Property  management  fees incurred by subsidiary  partnerships  amounted to
$227,307  and  $274,766  for the  three  months  ended  June 30,  2006 and 2005,
respectively.  Of these fees,  $214,530 and $223,870,  which include $76,024 and
$99,215,  respectively,  relating to discontinued  operations,  were incurred to
affiliates of the subsidiary partnerships' general partners for the three months
ended June 30, 2006 and 2005, respectively.


Note 3 - Sale of Properties

The Partnership is currently in the process of disposing of its investments.  As
of June 30, 2006, the Partnership's  limited partnership interest in seven Local
Partnerships  had  been  sold  and the  property  and  the  related  assets  and
liabilities of five Local  Partnerships were sold. In addition,  the Partnership
has entered into agreements for the sale of eight Local  Partnerships  (see Note
4). No  assurance  can be given as to whether or when these sales will  actually
occur. Subsequently, on July 26, 2006, the related assets and liabilities of one
Local  Partnership  were sold (see  Note 7).  All gains and  losses on sales are
included in discontinued operations.

On June 26, 2006, the property and the related assets and liabilities of Hunters
Chase  Apartments  ("Hunters  Chase") were sold to an  unaffiliated  third party
purchaser for a sales price of $2,730,000.  The Partnership received $334,074 as
a  distribution  from  this  sale  after  the  repayment  of  mortgages,   other
liabilities and closing costs of approximately $2,396,000.  The sale resulted in
a gain of approximately  $1,410,000  resulting from the write-off of the deficit
basis in the property of approximately  $1,410,000,  which will be recognized on
the  Partnership's  Form 10-Q dated September 30, 2006. The sale resulted in the
liquidation of Hunters Chase.

On June 26,  2006,  the  property  and the  related  assets and  liabilities  of
Wilshire  Apartments  ("Wilshire")  were  sold to an  unaffiliated  third  party
purchaser for a sales price of $1,700,000. The Partnership received $31,856 as a
distribution from this sale after the repayment of mortgages,  other liabilities
and closing costs of  approximately  $1,668,000.  The sale resulted in a gain of
approximately  $735,000 resulting from the write-off of the deficit basis in the
property  of   approximately   $735,000,   which  will  be   recognized  on  the
Partnership's  Form 10-Q dated  September  30,  2006.  The sale  resulted in the
liquidation of Wilshire.


                                       7
<PAGE>



                          FREEDOM TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  June 30, 2006
                                   (Unaudited)



On June 20, 2006, the property and the related assets and  liabilities of Bethel
Park  Apartments  ("Bethel  Park")  were  sold to an  unaffiliated  third  party
purchaser for a sales price of $2,500,000.  The Partnership received $620,159 as
a  distribution  from  this  sale  after  the  repayment  of  mortgages,   other
liabilities and closing costs of approximately $1,880,000.  The sale resulted in
a gain of  approximately  $375,000  resulting  from the write-off of the deficit
basis in the property of approximately $375,000, which will be recognized on the
Partnership's  Form 10-Q dated  September  30,  2006.  The sale  resulted in the
liquidation of Bethel Park.

On June 20, 2006, the property and the related assets and liabilities of Zebulon
Park Apartments  ("Zebulon") were sold to an unaffiliated  third party purchaser
for a  sales  price  of  $2,000,000.  The  Partnership  received  $419,978  as a
distribution from this sale after the repayment of mortgages,  other liabilities
and closing costs of  approximately  $1,580,000.  The sale resulted in a gain of
approximately  $175,000 resulting from the write-off of the deficit basis in the
property  of   approximately   $175,000,   which  will  be   recognized  on  the
Partnership's  Form 10-Q dated  September  30,  2006.  The sale  resulted in the
liquidation of Zebulon.

On June 5,  2006,  the  property  and the  related  assets  and  liabilities  of
Northwood Apartments of Georgia ("Northwood") were sold to an unaffiliated third
party  purchaser  for a sales  price of  $6,050,000.  The  Partnership  received
$3,195,955  as a  distribution  from this sale after the repayment of mortgages,
other  liabilities  and  closing  costs of  approximately  $2,854,000.  The sale
resulted in a gain of approximately  $2,303,000  resulting from the write-off of
the deficit  basis in the property of  approximately  $2,303,000,  which will be
recognized on the  Partnership's  Form 10-Q dated  September 30, 2006.  The sale
resulted in the liquidation of Northwood.

On March 31, 2006, the Partnership's  limited  partnership  interest in Davidson
Court  Limited  Partnership  ("Davidson  Court") was sold to an affiliate of the
general  partner of the Local  Partnership  (the "Local General  Partner") for a
sales price of $1,100,000.  The Partnership received proceeds of $1,066,715 from
this sale after the payment of closing costs of  approximately  $33,000 from the
sales price.  Because  Davidson  Court was sold to a related  party of the Local
Partnership,  the  sale  resulted  in  a  non-cash  distribution  to  the  Local
Partnership  from the Local  General  Partner  of  approximately  $73,000.  Such
distribution flows through minority interest as a result of the write-off of the
basis in the  property  of  approximately  $1,140,121  and the  $1,066,715  cash
received from the sale. The sale resulted in the liquidation of Davidson Court.

On March  31,  2006,  the  Partnership's  limited  partnership  interest  in CLM
Equities  Limited  Partnership  ("Morris  Avenue") was sold to the Local General
Partner  and its  affiliate  for a sales  price  of  $265,000.  The  Partnership
received proceeds of $264,990 from this sale.  Because Morris Avenue was sold to
a related  party of the  Local  Partnership,  the sale  resulted  in a  non-cash
distribution  to the  Local  Partnership  from  the  Local  General  Partner  of
approximately  $424,000.  Such distribution flows through minority interest as a
result of the write-off of the basis in the property of  approximately  $689,000
and the  $264,990  cash  received  from  the  sale.  The  sale  resulted  in the
liquidation of Morris Avenue.

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

On January 19, 2006, the Partnership's  limited  partnership  interest in Nelson
Anderson Affordable Housing Limited Partners ("Nelson Anderson") was sold to the
Local General Partner for a sales price of $490,000.  The  Partnership  received
proceeds of  $489,990  from this sale.  Because  Nelson  Anderson  was sold to a
related  party  of the  Local  Partnership,  the  sale  resulted  in a  non-cash
distribution  to the  Local  Partnership  from  the  Local  General  Partner  of
approximately  $196,000.  Such distribution flows through minority interest as a
result of the write-off of the basis in the property of  approximately  $686,000
and the  $489,990  cash  received  from  the  sale.  The  sale  resulted  in the
liquidation of Nelson Anderson.

On June 20, 2005, the  Partnership's  limited  partnership  interest in Parkside
Townhomes  Associates  ("Parkside")  was sold to the Local General Partner for a
sales price of $650,000. The Partnership received,  after the payment of closing
costs of  approximately  $39,000,  $161,140 paid in cash at closing and $450,000
pursuant to a promissory note payable to the Partnership (of which approximately
$220,000  remains  payable  to the  Partnership  at June 30,  2006).  During the
quarter  ended  June  30,  2005,  in  accordance  with  Statement  of  Financial
Accounting  Standards  No. 144  "Accounting  for the  Impairment  of Disposal of
Long-Lived Asset" ("SFAS No. 144"), the Partnership deemed the building impaired
and wrote it down to its fair value which  resulted in a loss on  impairment  of
$555,000. Because Parkside was sold to a related party of the Local Partnership,
the sale resulted in a non-cash  distribution to the Local  Partnership from the
Local General Partner of approximately  $32,000. Such distribution flows through
minority  interest as a result of the  write-off of the basis in the property of
approximately  $643,000 and the $611,140 cash  received from the sale.  The sale
resulted in the liquidation of Parkside.


Note 4 - Assets Held for Sale

On May 31, 2006, C-H Development Group Associates ("Manhattan B") entered into a
purchase and sale  agreement  to sell its  property  and the related  assets and
liabilities  to an  unaffiliated  third  party  purchaser  for a sales  price of
$2,100,000. The sales documents have been executed and the initial deposit funds
are being held in escrow. The closing is expected to occur in September 2006. No
assurance can be given that the sale will actually  occur.  Manhattan B is being
held as an  asset  held  for sale as of June 30,  2006.  As of March  31,  2006,
Manhattan B had property and equipment,  at cost, of  approximately  $3,096,000,
accumulated  depreciation  of  approximately  $1,921,000  and  mortgage  debt of
approximately $1,239,000.


                                       8
<PAGE>



                          FREEDOM TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  June 30, 2006
                                   (Unaudited)



On April  20,  2006,  Washington  Brooklyn  Limited  Partnership  ("Washington")
entered into a purchase and sale  agreement to sell the property and the related
assets and  liabilities  to an  unaffiliated  third party  purchaser for a sales
price of $60,000. The sales documents have been executed and the initial deposit
funds are being  held in escrow.  Washington  is being held as an asset held for
sale as of June 30, 2006.  During the quarter ended June 30, 2006, in accordance
with SFAS No. 144, the  Partnership  deemed the  building  impaired and wrote it
down to its fair value which  resulted in a loss on impairment of $400,000.  See
Note 6 regarding certain contingencies  affecting Washington.  Subsequently,  on
July 26, 2006, the property and the related assets and liabilities of Washington
were sold (see Note 7).

On March 22, 2006, Eagle Ridge Limited  Partnership ("Eagle Ridge") entered into
a purchase and sale  agreement  to sell the property and the related  assets and
liabilities  to an  unaffiliated  third  party  purchaser  for a sales  price of
$2,000,000. The sales documents have been executed and the initial deposit funds
are being held in  escrow.  A closing  is  expected  to take place in the fourth
calendar  quarter of 2006. No assurance can be given that the sale will actually
occur.  Eagle Ridge is being held as an asset held for sale as of June 30, 2006.
As of March 31,  2006,  Eagle Ridge had  property  and  equipment,  at cost,  of
approximately  $3,100,000,  accumulated depreciation of approximately $1,866,000
and mortgage debt of approximately $1,491,000.

On January 30, 2006,  Lauderdale Lakes  Associates,  Ltd.  ("Lauderdale  Lakes")
entered into a purchase and sale  agreement to sell the property and the related
assets and  liabilities to an affiliate of the Local General Partner for a sales
price of  $5,900,000.  The sales  documents  have been  executed and the initial
deposit  funds are being held in escrow.  A closing is  expected to occur in the
first  calendar  quarter of 2007.  No assurance  can be given that the sale will
actually occur.  Lauderdale  Lakes is being held as an asset held for sale as of
June 30,  2006.  As of  March  31,  2006,  Lauderdale  Lakes  had  property  and
equipment, at cost, of approximately  $10,634,000,  accumulated  depreciation of
approximately $3,644,000 and mortgage debt of approximately $4,622,000.

On January  26,  2006,  Bennion  Park  Apartments  ("Mulberry")  entered  into a
purchase and sale  agreement  to sell the  property  and the related  assets and
liabilities  to an  unaffiliated  third  party  purchaser  for a sales  price of
$4,900,000. The sales documents have been executed and the initial deposit funds
are being held in escrow.  A closing is  expected  to occur in August  2006.  No
assurance can be given that the sale will actually occur. Mulberry is being held
as an asset held for sale as of June 30, 2006.  As of March 31,  2006,  Mulberry
had property and equipment,  at cost, of approximately  $5,965,000,  accumulated
depreciation  of  approximately  $3,435,000  and mortgage debt of  approximately
$1,981,000.

On January 26, 2006,  Oxford Trace  Apartments  ("Oxford  Trace") entered into a
purchase and sale  agreement  to sell the  property  and the related  assets and
liabilities  to an  unaffiliated  third  party  purchaser  for a sales  price of
$725,000.  The sales  documents have been executed and the initial deposit funds
are being held in escrow.  A closing is  expected  to occur in August  2006.  No
assurance can be given that the sale will actually occur.  Oxford Trace is being
held as an asset held for sale as of June 30, 2006. As of March 31, 2006, Oxford
Trace  had  property  and  equipment,  at  cost,  of  approximately  $1,101,000,
accumulated   depreciation  of  approximately  $835,000  and  mortgage  debt  of
approximately $654,000.

On January 26, 2006,  Tivoli Place  Apartments  ("Tivoli  Place") entered into a
purchase and sale  agreement  to sell the  property  and the related  assets and
liabilities  to an  unaffiliated  third  party  purchaser  for a sales  price of
$3,050,000. The sales documents have been executed and the initial deposit funds
are being held in escrow.  A closing is  expected  to occur in August  2006.  No
assurance can be given that the sale will actually occur.  Tivoli Place is being
held as an asset held for sale as of June 30, 2006. As of March 31, 2006, Tivoli
Place  had  property  and  equipment,  at  cost,  of  approximately  $4,571,000,
accumulated  depreciation  of  approximately  $2,603,000  and  mortgage  debt of
approximately $1,400,000.

On January  26,  2006,  Twin Trees  Apartments  ("Twin  Trees")  entered  into a
purchase and sale  agreement  to sell the  property  and the related  assets and
liabilities  to an  unaffiliated  third  party  purchaser  for a sales  price of
$2,300,000. The sales documents have been executed and the initial deposit funds
are being held in escrow.  A closing is  expected  to occur in August  2006.  No
assurance  can be given that the sale will actually  occur.  Twin Trees is being
held as an asset held for sale as of June 30, 2006.  As of March 31, 2006,  Twin
Trees  had  property  and  equipment,  at  cost,  of  approximately  $2,927,000,
accumulated  depreciation  of  approximately  $1,665,000  and  mortgage  debt of
approximately $1,040,000.


Note 5 - Discontinued Operations

The following table summarizes the financial  position of the Local Partnerships
that are classified as  discontinued  operations  because the  respective  Local
Partnerships  were  classified  as assets  held for sale.  As of June 30,  2006,
Nelson Anderson, Ivanhoe, Davidson Court, Morris Avenue, Northwood, Bethel Park,
Zebulon,  Hunters Chase,  Wilshire,  Mulberry,  Oxford Trace, Tivoli Place, Twin
Trees, Eagle Ridge, Lauderdale Lakes, Washington and Manhattan B were classified
as discontinued  operations in the condensed  consolidated financial statements.
As of March  31,  2006,  Parkside,  Oaks  Village,  Greenfield  Village,  Nelson
Anderson,  Ivanhoe,  Davidson  Court,  Morris  Avenue,  Northwood,  Bethel Park,
Zebulon,  Hunters Chase,  Wilshire,  Mulberry,  Oxford Trace, Tivoli Place, Twin
Trees,  Eagle  Ridge  and  Lauderdale  Lakes  were  classified  as  discontinued
operations on the condensed consolidated financial statements.


                                       9
<PAGE>



                          FREEDOM TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  June 30, 2006
                                   (Unaudited)



Consolidated Balance Sheets of Discontinued Operations:

<TABLE>
<CAPTION>

                                                          June 30,      March 31,
                                                           2006           2006
                                                        -----------    -----------
<S>                                                     <C>            <C>
Assets
  Property and equipment, net of accumulated
    depreciation of $31,728,145 and $35,174,311,
    respectively                                        $26,092,716    $31,269,354
  Cash and cash equivalents                                 508,560      1,267,871
  Cash held in escrow                                       828,611      1,219,590
  Deferred costs, net of accumulated amortization of
    $2,067,185 and $2,088,679, respectively                 195,734        288,819
  Other assets                                              533,334        755,335
                                                        -----------    -----------
Total assets                                            $28,158,955    $34,800,969
                                                        ===========    ===========

Liabilities
  Mortgage notes payable                                $22,340,989    $26,468,361
  Accounts payable and other liabilities                  1,560,208      1,339,733
  Due to local general partners and affiliates              414,871        656,543
  Due to general partners and affiliates                    116,087        270,000
  Minority interest                                       5,789,593      4,189,575
                                                        -----------    -----------
Total liabilities                                       $30,221,748    $32,924,212
                                                        ===========    ===========

</TABLE>

The  following  table   summarizes  the  results  of  operations  of  the  Local
Partnerships  that are  classified  as  discontinued  operations.  For the three
months ended June 30, 2006,  Nelson Anderson,  Ivanhoe,  Davidson Court,  Morris
Avenue,  Northwood,  Bethel Park, Zebulon, Hunters Chase and Wilshire which were
sold during the three months  ended June 30, 2006 and  Mulberry,  Oxford  Trace,
Tivoli  Place,  Twin  Trees,  Eagle  Ridge,  Lauderdale  Lakes,  Washington  and
Manhattan  B,  which  were  classified  as an  asset  held  for  sale,  were all
classified as discontinued  operations on the condensed  consolidated  financial
statements. For the three months ended June 30, 2005, Parkside, Oaks Village and
Greenfield  Village,  which were sold during the year ended March 31, 2006,  and
Nelson Anderson, Ivanhoe, Davidson Court, Morris Avenue, Northwood, Bethel Park,
Zebulon,  Hunters Chase,  Wilshire,  Mulberry,  Oxford Trace, Tivoli Place, Twin
Trees,  Eagle Ridge,  Lauderdale Lakes,  Washington and Manhattan B, in order to
present  comparable  results for the three months ended June 30, 2006,  were all
classified as discontinued  operations on the condensed  consolidated  financial
statements.


                                       10
<PAGE>

                          FREEDOM TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  June 30, 2006
                                   (Unaudited)



Condensed Consolidated Statements of Discontinued Operations:

<TABLE>
<CAPTION>

                                                                 Three Months Ended
                                                                      June 30,
                                                            ---------------------------
                                                               2006            2005*
                                                            -----------     -----------
<S>                                                         <C>             <C>
Revenues

Rental income                                               $ 1,936,592     $ 2,176,384
Other                                                            69,155          69,526
Loss on sale of properties                                      (83,655)              0
                                                            -----------     -----------
Total revenue                                                 1,922,092       2,245,910
                                                            -----------     -----------

Expenses

General and administrative                                      489,769         402,087
General and administrative-related parties (Note 2)              81,024         105,263
Repairs and maintenance                                         315,568         351,488
Operating and other                                             212,560         273,952
Real estate taxes                                               131,387         151,713
Insurance                                                        75,812          99,779
Interest                                                        476,811         575,159
Depreciation and amortization                                   371,756         731,196
Loss on impairment of fixed assets                              400,000         555,000
                                                            -----------     -----------

Total expenses                                                2,554,687       3,245,637
                                                            -----------     -----------

Loss before minority interest                                  (632,595)       (999,727)
Minority interest in (income) loss of subsidiaries from
  discontinued operations                                      (701,745)         16,494
                                                            -----------     -----------
Net loss from discontinued operations                       $(1,334,340)    $  (983,233)
                                                            ===========     ===========

Net loss - limited partners from discontinued operations    $(1,320,997)    $  (973,401)
                                                            ===========     ===========

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

Net loss from discontinued operations per BAC               $    (18.12)    $    (13.36)
                                                            ===========     ===========

</TABLE>

*  Reclassified for comparative purposes.

Cash flows from Discontinued Operations:

<TABLE>
<CAPTION>

                                                                         Three Months Ended
                                                                              June 30,
                                                                    ---------------------------
                                                                       2006             2005
                                                                    -----------     -----------
<S>                                                                 <C>             <C>
Net cash provided by discontinued operating activities              $ 1,423,311     $   (21,699)
                                                                    -----------     -----------

Net cash (used in) provided by discontinued investing activities    $  (101,210)    $   468,173
                                                                    -----------     -----------

Net cash provided by (used in) discontinued financing activities    $ 2,533,541     $  (207,049)
                                                                    -----------     -----------

</TABLE>

Note 6 - Commitments and Contingencies

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

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


                                       11
<PAGE>



                          FREEDOM TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  June 30, 2006
                                   (Unaudited)



Limited Partnership (the "Washington  Partnership  Agreement").  The Freedom LPs
believe  that BUFNY did not use the  alleged  loan  proceeds  for the benefit of
Washington or the Apartment  Complex.  For these and other reasons,  the Freedom
LPs contend that the alleged mortgages are invalid.

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

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

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

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

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

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

On April 20, 2006, Washington entered into a purchase and sale agreement to sell
its property and the related  assets and  liabilities to an  unaffiliated  third
party purchaser (see Note 4).

Subsequent to June 30, 2006, on July 18, 2006,  the Freedom LPs perfected  their
appeal from the Court's January 3, 2006 decision.

Also  subsequent to June 30, 2006, on July 26, 2006,  the sale of Washington was
completed.  Pursuant to the  purchase  and sale  agreement,  upon  closing,  the
purchaser assumed all of Washington's rights and liabilities with respect to the
Litigation (see Note 7).

Conifer Irondequoit Associates ("Abraham Lincoln")
--------------------------------------------------
Abraham  Lincoln  did not make its New York State  Housing  Finance  Agency loan
payments for May and June of 2006.  This  represented  an event of default under
the various loan agreements, which could result in both of the lenders demanding
immediate  full  payment  of the  respective  loans.  Abraham  Lincoln  has  not
solicited a "covenant waiver" letter from either of the lenders;  however, based
on history,  Abraham Lincoln's management does not believe any of the loans will
be called.  Accordingly,  the loans are classified as non-current in the balance
sheet.  In the event that any or all of the  mortgages  are called,  there is no
assurance  that a refinancing  on comparable  terms could be  accomplished.  The
Partnership's investment in Abraham Lincoln at June 30, 2006 was reduced to zero
as a result of prior years' losses and, on that date, the minority  interest had
a deficit  of  $50,000.  Abraham  Lincoln's  net loss  after  minority  interest
amounted to  approximately  $39,000 and $90,000 for the three  months ended June
30, 2006 and 2005, respectively.

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

Other
-----

The  Partnership is subject to risks  incident to potential  losses arising from
the management and ownership of improved real estate.  The  Partnership can also
be affected by poor economic conditions  generally,  however no more than 23% of
the properties are located in any single state. There are also substantial risks
associated with owning properties receiving government  assistance,  for example
the  possibility  that  Congress  may not  appropriate  funds to enable the U.S.
Department of Housing and Urban  Development  ("HUD") to make rental  assistance
payments.  HUD also  restricts  annual cash  distributions  to partners based on
operating  results and a percentage of the owners'  equity  contribution.  As of
June 30,  2006,  there  are  four  Local  Partnerships  subsidized  by HUD.  The
Partnership cannot sell or substantially liquidate its investments in subsidiary


                                       12
<PAGE>



                          FREEDOM TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  June 30, 2006
                                   (Unaudited)



partnerships  during the period that the subsidy  agreements  are in  existence,
without  HUD's  approval.  Furthermore  there  may  not  be  market  demand  for
apartments at full market rents when the rental assistance contract expires.


Note 7 - Subsequent Event

On July 26,  2006,  the  property  and the  related  assets and  liabilities  of
Washington were sold to an unaffiliated  third party purchaser for a sales price
of $60,000.  During the quarter ended June 30, 2006, in accordance with SFAS No.
144, the Partnership  deemed the building impaired and wrote it down to its fair
value which resulted in a loss on impairment of $400,000. The sale resulted in a
gain of  approximately  $2,000  resulting from the write-off of the basis in the
property of approximately  $2,000, which will be recognized on the Partnership's
Form 10-Q dated  December  31, 2006.  The sale  resulted in the  liquidation  of
Washington.


                                       13
<PAGE>

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

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

Certain  statements  contained herein constitute  forward-looking  statements as
such term is defined in Section 27A of the  Securities  Act of 1933, as amended,
and  Section  21E  of  the   Securities   Exchange  Act  of  1934,  as  amended.
Forward-looking  statements  are not  guarantees  of  performance.  They involve
risks,  uncertainties and assumptions.  Our future results,  financial condition
and business may differ materially from those expressed in these forward-looking
statements.  You can find many of these  statements by looking for words such as
"approximates,"   "believes,"  "expects,"   "anticipates,"  "intends,"  "plans,"
"would," "may" or similar  expressions  in this  quarterly  report on Form 10-Q.
These forward-looking statements are subject to numerous assumptions,  risks and
uncertainties.  Many of the factors that will  determine  these items are beyond
our  ability to control or predict.  Factors  that may cause  actual  results to
differ  materially  from those  contemplated by the  forward-looking  statements
include,  but are not limited to,  those set forth in the  Partnership's  Annual
Report on Form 10-K for the year ended March 31, 2006. For these statements, the
Partnership  claims  the  protection  of the  safe  harbor  for  forward-looking
statements contained in the Private Securities Litigation Reform Act of 1995. We
expressly  disclaim any  responsibility  to update  forward-looking  statements,
whether as a result of new information, future events or otherwise. Accordingly,
investors should use caution in relying on forward-looking statements, which are
based on results  and  trends at the time they are made,  to  anticipate  future
results or trends.

The Partnership's  capital was originally invested in 42 Local Partnerships.  As
of June 30, 2006, the limited  partnership  interest in seven Local Partnerships
were sold and the property and the related assets and  liabilities of five Local
Partnerships were sold. In addition, the Partnership has entered into agreements
for  the  sale  of  eight  Local  Partnerships  (see  Note  4 to  the  financial
statements).  No  assurance  can be given as to whether or when these sales will
actually occur (see Note 3 to the financial statements).  Subsequently,  on July
26, 2006, the related assets and liabilities of one Local  Partnership were sold
(see Note 7 to the financial statements).

Off Balance Sheet Arrangements
------------------------------
The Partnership has no off-balance sheet arrangements.

Tabular disclosure of Contractual Obligations
---------------------------------------------
The Partnership  discloses in Item 7 of the Partnership's  Annual Report on Form
10-K for the year ended March 31, 2006,  the  Partnership's  commitments to make
future  payments under its debt  agreements and other  contractual  obligations.
There are no material changes to such disclosure or amounts as of June 30, 2006.

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

The  Partnership's  primary  sources  of funds  included:  (i)  working  capital
reserves;  (ii)  interest  earned on the working  capital  reserves;  (iii) cash
distributions from operations of the Local Partnerships; and (iv) sales proceeds
and distributions.  Such funds,  although minimal (other than sales proceeds and
sales distributions),  are available to meet the obligations of the Partnership.
During  the  three  months  ended  June 30,  2006 and 2005,  distributions  from
operations  of the Local  Partnerships  amounted  to  approximately  $54,000 and
$22,000, respectively. Additionally, during the three months ended June 30, 2006
and 2005,  the  Partnership  received  approximately  $4,602,000  and  $611,000,
respectively, of proceeds and distributions from the sale of investments.

For the three  months  ended June 30,  2006,  cash and cash  equivalents  of the
Partnership and its  consolidated  Local  Partnerships  decreased  approximately
$2,490,000  due  to  net  cash  used  in  operating   activities   ($4,092,000),
acquisition of property and equipment  ($208,000) and net repayments of mortgage
notes  ($303,000) which exceeded an increase in  capitalization  of consolidated
subsidiaries  attributable to minority  interest  ($2,113,000).  Included in the
adjustments  to reconcile  the net loss to cash used in operating  activities is
depreciation  and  amortization  of  approximately  ($890,000),  loss on sale of
properties of  approximately  ($84,000) and a loss on impairment of fixed assets
of approximately ($400,000).

Total  expenses  for the three  months  ended June 30, 2006 and 2005,  excluding
depreciation  and  amortization,  interest,  general and  administrative-related
parties and provision for  impairment of fixed assets,  totaled  $1,030,634  and
$1,127,589,  respectively.  As of June 30,  2006 and  March 31,  2006,  accounts
payable and other  liabilities  totaled  $3,537,603  and  $5,291,827,  which are
comprised of the following amounts:

<TABLE>
<CAPTION>

                                                        June 30,       March 31,
                                                          2006           2006
                                                       ----------     ----------
<S>                                                    <C>            <C>
Deferred revenue from sale of properties               $  193,754     $1,888,040
Accounts payable                                        1,647,577      1,488,252
Accrued interest payable                                1,358,352      1,555,015
Security deposits payable                                 337,920        360,520
                                                       ----------     ----------
Total accounts payable and other liabilities           $3,537,603     $5,291,827
                                                       ==========     ==========

</TABLE>

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

As  indicated  in  the  above  table,   accrued   interest   payable   comprised
approximately  41% and 46% of the total accounts  payable and other  liabilities
amount,  excluding  deferred revenues from sales, at June 30, 2006 and March 31,
2006, respectively.  Such amount represents the accrued interest on all mortgage
loans,  which include primary and secondary loans.  Certain secondary loans have
provisions  such that  interest is accrued but not payable  until a future date.


                                       14
<PAGE>



The  Partnership  anticipates  the payment of accrued  interest on the secondary
loans (which make up the  majority of the accrued  interest  payable  amount and
which  have  been  accumulating  since  the  Partnership's   investment  in  the
respective  Local  Partnership)  will be made from future  refinancings or sales
proceeds  of  the  respective  Local  Partnerships.   In  addition,  each  Local
Partnership's mortgage notes are collateralized by the land and buildings of the
respective  Local   Partnership,   and  are  without  further  recourse  to  the
Partnership.

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

A working  capital  reserve  of  approximately  $4,873,000,  exclusive  of Local
Partnerships' working capital, remained unused at June 30, 2006.

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

Partnership  management  fees and  expense  reimbursements  owed to the  General
Partners  amounting to approximately  $7,381,000 and $7,555,000 were accrued and
unpaid as of June 30, 2006 and March 31, 2006, respectively. Without the General
Partners' continued accrual without payment of the partnership  management fees,
the Partnership will not be in a position to meet its  obligations.  The General
Partners  have  allowed  for the  accrual  without  payment  of a portion of the
partnership  management  fees but are under no  obligation to continue to do so.
The  Partnership  is  dependent  upon the  support of the General  Partners  and
certain of its affiliates in order to meet its  obligations  at the  Partnership
level.  The General  Partners and these  affiliates have agreed to continue such
support for the foreseeable future.

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

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

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

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

The Partnership is currently in the process of disposing of its investments. The
disposals  meet the  criteria  established  for  recognition  as a  discontinued
operation  under SFAS No.  144.  SFAS No. 144  specifically  requires  that such
amounts must differentiate a component of a business comprised of operations and
cash flows that can be clearly  distinguished  operationally  and for  financial
reporting  purposes,  from the rest of the entity.  See Note 3 to the  financial
statements  for a  discussion  of  the  sale  of  properties  and  Note 4 to the
financial statements for a discussion of assets held for sale.

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

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

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

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

In  accordance  with SFAS No. 144, the results of  discontinued  operations  are
reported as a separate  component of income  before  extraordinary  items on the
condensed consolidated statements of operations. Discontinued operations include
the results of operations and any gain or loss recognized for Local Partnerships
that have been  disposed of or are held for sale. A gain or loss  recognized  on
the disposal is disclosed in the notes to the condensed  consolidated  financial
statements.  Adjustments to amounts  previously  reported in operations that are
directly related to the disposal of a Local  Partnership are reclassified in the
current period as discontinued operations for comparability purposes. Assets and
liabilities  of a Local  Partnership  that are  classified  as held for sale are
presented separately in the asset and liability sections,  respectively,  of the
condensed consolidated balance sheets.

A loss on  impairment of assets is recorded when  management  estimates  amounts
recoverable   through  future   operations  and  sale  of  the  property  on  an


                                       15
<PAGE>



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

During the three  months  ended June 30,  2006,  the  Partnership  has  recorded
$400,000 as a loss on impairment of assets or reduction to estimated fair value.
Through June 30, 2006, the Partnership has recorded approximately  $4,620,000 as
a loss on impairment of assets.

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

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

Rental income is earned  primarily under standard  residential  operating leases
and is typically  due the first day of each month,  but can vary by property due
to the terms of the tenant leases.  Rental income is recognized  when earned and
as rents become due and charged to tenants' accounts  receivable if not received
by the due  date.  Rental  payments  received  in  advance  of the due  date are
deferred until earned.  Rental  subsidies are recognized as rental income during
the month in which it is earned.

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

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

Three months ended June 30, 2006 as compared to the same period in 2005
-----------------------------------------------------------------------

The results of operations  for the three months ended June 30, 2006 and 2005, as
discussed below, continued to be in the form of rental income with corresponding
expenses divided among operations, depreciation and mortgage interest, excluding
the results of its discontinued operations (see Note 5).

Rental income increased less than 1% for the three months ended June 30, 2006 as
compared to the  corresponding  period in 2005,  primarily due to an increase in
rental  rates at Local  Partnerships  partially  offset by a decrease  in rental
income at one Local Partnership affected by Hurricane Katrina.

Other income decreased by approximately  $34,000 for the three months ended June
30, 2006 as compared to the  corresponding  period in 2005,  primarily due to an
insurance claim reimbursement  received for fire damage at one Local Partnership
in 2005.

Total expenses,  excluding general and  administrative,  repairs and maintenance
and operating remained fairly consistent with a decrease of less than 1% for the
three  months  ended June 30, 2006 as compared  to the  corresponding  period in
2005.

General and administrative  increased approximately $38,000 for the three months
ended June 30, 2006 as compared to the corresponding  period in 2005,  primarily
due to an increase in legal fees relating to sales  activity at the  Partnership
level.

Repairs and maintenance expenses decreased  approximately $169,000 for the three
months  ended June 30,  2006 as compared  to the  corresponding  period in 2005,
primarily due to a decrease in ground maintenance  improvement contract costs at
one Local Partnership,  a decrease in building  improvement  repairs at a second
Local  Partnership,  a decrease in roof  repairs due to fire damage in 2005 at a
third Local Partnership and decrease in maintenance  expenses due to temporarily
ceased operations at a fourth Local Partnership affected by Hurricane Katrina.

Operating  expenses increased  approximately  $35,000 for the three months ended
June 30, 2006 as compared to the corresponding  period in 2005, primarily due to
an increase in gas expense at three Local  Partnerships and an increase in water
expense at a fourth Local Partnership.

Item 3.  Quantitative and Qualitative Disclosures about Market Risk

The  Partnership  has  mortgage  notes  that are  payable in  aggregate  monthly
installments including principal and interest at rates varying from 0% to 13.50%
per annum.  The Partnership does not believe there is a material risk associated
with the  various  interest  rates  associated  with the  mortgage  notes as the
majority  of  the  Local  Partnership  mortgage  notes  have  fixed  rates.  The
Partnership currently discloses in Item 8, Note 3 to the consolidated  financial
statements  in the  Partnership's  Annual Report on Form 10-K for the year ended
March 31, 2006, the fair value of the mortgage notes  payable.  The  Partnership
does not have any other  market  sensitive  instruments.  There are no  material
changes to such disclosure or amounts as of June 30, 2006.

The Partnership does not have any other market risk sensitive instruments.

Item 4. Controls and Procedures

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

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


                                       16
<PAGE>



                           PART II. OTHER INFORMATION


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

Item 1A. Risk Factors - No changes

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

Item 3.  Defaults Upon Senior Securities - None

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

Item 5.  Other Information - None

Item 6.  Exhibits

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

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

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

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

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

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


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

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


                                       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.,
                                   a General Partner


Date: August 9, 2006
      --------------

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


Date: August 9, 2006
      --------------

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


                               and


                               By: FREEDOM GP INC.,
                                   a General Partner


Date: August 9, 2006
      --------------

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


Date: August 9, 2006
      --------------

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


<PAGE>

                                                                    Exhibit 31.1


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


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

     1.  I have  reviewed  this  quarterly  report on Form  10-Q for the  period
         ending June 30, 2006 of the Partnership;

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

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

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

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

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

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

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

     5.  I have  disclosed,  based  on my most  recent  evaluation  of  internal
         control over financial reporting,  to the Partnership's auditors and to
         the controlling entities 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: August 9, 2006
               --------------

                                             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, 2006 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 9, 2006