<PAGE>


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

                                    FORM 10-K
(Mark One)

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

For the fiscal year ended March 31, 2001
                                        OR

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

                         Commission File Number 0-20476

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

            Delaware                                              13-3589920
-----------------------------------------                       ---------------

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

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

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

Securities registered pursuant to Section 12(b) of the Act:

       None

Securities registered pursuant to Section 12(g) of the Act:

   Beneficial   Assignment    Certificates    (including   underlying   Limited
   Partnership Interests)

       (Title of Class)

       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 if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

                       DOCUMENTS INCORPORATED BY REFERENCE
       None



<PAGE>



                      CAUTIONARY STATEMENT FOR PURPOSES OF
                          THE "SAFE HARBOR" PROVISIONS OF
               THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995



WHEN USED IN THIS ANNUAL REPORT ON FORM 10-K, THE WORDS "BELIEVES,"
"ANTICIPATES," "EXPECTS" AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY
FORWARD-LOOKING STATEMENTS. STATEMENTS LOOKING FORWARD IN TIME ARE INCLUDED IN
THIS ANNUAL REPORT ON FORM 10-K PURSUANT TO THE "SAFE HARBOR" PROVISION OF THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. SUCH STATEMENTS ARE SUBJECT TO
CERTAIN RISKS AND UNCERTAINTIES WHICH COULD CAUSE ACTUAL RESULTS TO DIFFER
MATERIALLY, INCLUDING, BUT NOT LIMITED TO, THOSE SET FORTH IN "MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS."
READERS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING
STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE HEREOF.


<PAGE>


                                     PART I

Item 1.  Business.

General
-------

Independence Tax Credit Plus L.P. (the  "Partnership") is a limited  partnership
which was formed  under the laws of the State of  Delaware  on November 7, 1990.
The general partner of the Partnership is Related Independence  Associates L.P.,
a Delaware limited partnership (the "General  Partner").  The general partner of
the  General  Partner  is  Related  Independence  Associates  Inc.,  a  Delaware
corporation.

On July 1, 1991, the Partnership commenced a public offering (the "Offering") of
Beneficial Assignment Certificates ("BACs") representing assignments of limited
partnership interests in the Partnership ("Limited Partnership Interests"),
managed by Related Equities Corporation (the "Dealer Manager"), pursuant to a
prospectus dated July 1, 1991, as supplemented by Master Supplement No. 1a
thereto dated April 28, 1992 and Master Supplement No. 2a thereto dated November
3, 1992 (as so supplemented, the "Prospectus").

The Partnership received $76,786,000 of Gross Proceeds from the Offering from
5,351 investors and no further issuance of BACs is anticipated.

The Partnership's was formed to invest as a limited partner in other
partnerships ("Local Partnerships") owning apartment complexes ("Apartment
Complexes" or "Properties") that are eligible for the low-income housing tax
credit ("Housing Tax Credit") enacted in the Tax Reform Act of 1986, some of
which may also be eligible for the historic rehabilitation tax credit ("Historic
Tax Credit" and together with Housing Tax Credits, "Tax Credits"). The
partnership investment in each Local Partnership represents from 98% to 98.99%
of the Partnership's interests in the Local Partnership. As of March 31, 2001,
the Partnership had acquired interests in twenty-eight Local Partnerships. As of
March 31, 2001, approximately $59,700,000 (not including acquisition fees of
approximately $4,500,000) of net proceeds have been invested in Local
Partnerships of which approximately $92,000 remains to be paid to the Local
Partnerships, as certain benchmarks such as occupancy levels must be attained
prior to the release of the funds. The Partnership does not intend to acquire
additional properties. See Item 2, Properties, below.

The investment objectives of the Partnership are to:

1. Entitle qualified BACs holders to Tax Credits over the period of the
Partnership's entitlement to claim Tax Credits (for each Property, generally ten
years from the date of investment or, if later, the date the Property is placed
in service; referred to herein as the "Credit Period") with respect to each
Apartment Complex.

2.  Preserve and protect the Partnership's capital.

3. Participate in any capital appreciation in the value of the Properties and
provide distributions of Sale or Refinancing Proceeds upon the disposition of
the Properties.

4. Allocate passive losses to individual BACs holders to offset passive income
that they may realize from rental real estate investments and other passive
activities, and allocate passive losses to corporate BACs holders to offset
business income.

One of the Partnership's objectives is to entitle qualified BACs holders to Tax
Credits over the Credit Period. Each of the Local Partnerships in which the
Partnership has acquired an interest has been allocated by the relevant state
credit agencies the authority to recognize Tax Credits during the Credit Period
provided that the Local Partnership satisfies the rent restriction, minimum
set-aside and other requirements for recognition of the Tax Credits at all times
during such period. Once a Local Partnership has become eligible to recognize
Tax Credits, it may lose such eligibility and suffer an event of "recapture" if
its Property fails to remain in compliance with the Tax Credit requirements.
None of the Local Partnerships in which the Partnership has acquired an interest
has suffered an event of recapture.

There can be no assurance that the Partnership will achieve its investment
objectives as described above.

The Partnership is subject to the 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 21%
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 HUD to
make rental assistance payments. HUD also restricts annual cash distributions to
partners based on operating results and a percentage of the owner's equity
contribution. The Partnership cannot sell or substantially liquidate its
investments in subsidiary partnerships during the period that the subsidy
agreements are in existence, without HUD's approval. Furthermore, there may not
be market demand for apartments at full market rents when the rental assistance
contracts expire.

Competition
-----------
The real estate business is highly competitive and substantially all of the
properties acquired by the Partnership are subject to active competition from
similar properties in their respective vicinities. In addition, various other
limited partnerships may, in the future, be formed by the General Partner and/or
its affiliates to engage in businesses which may be competitive with the
Partnership.

Employees
---------
The Partnership does not have any direct employees. All services are performed
for the Partnership by its General Partner and its affiliates. The General
Partner receives compensation in connection with such activities as set forth in
Items 11 and 13. In addition, the Partnership reimburses the General Partner and
certain of its affiliates for expenses incurred in connection with the
performance by their employees of services for the Partnership in accordance
with the Partnership's Amended and Restated Agreement of Limited Partnership
(the "Partnership Agreement").

Item 2.  Properties.

The Partnership holds a 98.99% limited partnership interest in twenty-seven and
a 98% limited partnership interest in one Local Partnership as of March 31,
2001. Set forth below is a schedule of the Local Partnerships including certain
information concerning their respective Apartment Complexes (the "Local
Partnership Schedule"). Further information concerning these Local Partnerships
and their properties, including any encumbrances affecting the properties, may
be found in Item 14, Schedule III.




<PAGE>
<TABLE>
<CAPTION>



                           Local Partnership Schedule
                           --------------------------

Name and Location                                  %  of  Units  Occupied  at May 1,
                                                     -------------------------------

(Number of Units)                   Date Acquired    2001   2000  1999   1998   1997
-----------------                   -------------    ----   ----  ----   ----   ----

<S>                                          <C>     <C>     <C>    <C>   <C>    <C>
Harbor Court Limited Partnership    December 1991    100%    98%    95%   93%    98%
Staten Island, NY (40)

Old Public Limited Partnership      December 1991     85%    48%    87%   80%    76%
Lawrenceburg, TN (30)

Lancaster Terrace Limited Partnership February 1992     91%    97%   99%    97% 98%
Salem, OR (104)

655 North Street Limited Partnership    March 1992     85%    80%   74%    81%   84%
Baton Rouge, LA (195)

Landreth Venture                    March 1992        90%    90%    90%   94%    94%
Philadelphia, PA (47)

Homestead Apartments Associates Ltd. March 1992     98%    96%   94%    91%      94%
Homestead, FL (123)

Bethel Villa Associates, L.P.       April 1992        99%    96%   100%  100%   100%
Wilmington, DE (150)

West Diamond Street Associates      May 1992          96%   100%    93%  100%    89%
Philadelphia, PA (28)

Susquehanna Partners                May 1992         100%    85%    87%   94%    96%
Philadelphia, PA (47)

Boston Bay Limited Partnership      August 1992       96%    98%    98%   98%    99%
Boston, MA (88)

Morrant Bay Limited Partnership     August 1992       96%    98%    99%   97%   100%
Boston, MA (130)

Hope Bay Limited Partnership        August 1992      100%    98%    98%  100%    98%
Boston, MA (45)

Lares Apartments Limited Partnership August 1992    100%   100%  100%   100%     100%
Lares, PR (102)

Lajas Apartments Limited Partnership    August 1992    100%   100%  100%   100% 100%
Lajas, PR (99)

Arlington-Rodeo Properties          August 1992      100%   100%   100%  100%   100%
Los Angeles, CA (29)

Conifer Bateman Associates          August 1992       83%    83%    92%   88%   100%
Lowville, NY (24)

Hampden Hall Associates, L.P.       September 1992    97%   100%    93%   97%   100%
St. Louis, MO (75)

Chester Renaissance Associates      September 1992    95%   100%   100%  100%   100%
Chester, PA (20)

Homestead Apts. II LTD.             October 1992      95%    96%    94%   94%    95%
Homestead, FL (112)

P.S. 157 Associates, L.P.           November 1992    100%   100%   100%   99%   100%
New York, NY (73)

Cloisters Limited Partnership II    November 1992    100%    95%   100%   94%   100%
Philadelphia, PA (65)

Creative Choice Homes II, LTD.      December 1992     94%    97%    98%   98%    99%
Opa-Locka, FL (328)

Milford Crossing Associates L.P.    December 1992     99%   100%    99%   95%    99%
Milford, DE (73)

BX-7F Associates, L.P.              January 1993      99%    95%    99%   94%    95%
Bronx, NY (85)

Los Angeles Limited Partnership     May 1993         100%   100%   100%  100%   100%
Rio Piedras, PR (124)

Christine Apartments, L.P.          June 1993        100%    88%    94%   97%    97%
Buffalo, NY (32)

Plainsboro Housing Partners, L.P.   July 1993         98%    98%    98%   99%   100%
Plainsboro, NJ (126)

Rolling Green Associates, L.P.      October 1993      91%    94%    92%   96%    91%
Syracuse, NY (395)
</TABLE>



<PAGE>



All leases are generally for periods not exceeding one to two years and no
tenant occupies more than 10% of the rentable square footage.

Rents from commercial tenants (to which average rental per square foot applies)
comprise less than 5% of the rental revenues of the Partnership. Maximum rents
for the residential units are determined annually by HUD and reflect
increases/decreases in consumer price indices in various geographic areas.
Market conditions, however, determine the amount of rent actually charged.

Management annually reviews the physical state of the properties and suggests to
the respective general partners of the Local Partnerships ("Local General
Partners") budget improvements, which are generally funded from cash flow from
operations or release of replacement reserve escrows to the extent available.

Management annually reviews the insurance coverage of the properties and
believes such coverage is adequate.

See Item 1, Business, above, for the general competitive conditions to which the
properties described above are subject.

Real estate taxes are calculated using rates and assessed valuations determined
by the township or city in which the property is located. Such taxes have
approximated 1% of the aggregate cost of the properties as shown in Schedule III
to the financial statements included herein.

Tax Credits with respect to a given Apartment Complex are available for a
ten-year period that commences when the property is placed into service.
However, the annual Tax Credits available in the year in which the Apartment
Complex is placed in service must be prorated based upon the months remaining in
the year. The amount of the annual Tax Credit not available in the first year
will be available in the eleventh year. In certain cases, the Partnership
acquired its interest in a Local Partnership after the Local Partnership had
placed its Apartment Complex in service. In these cases, the Partnership may be
allocated Tax Credits only beginning in the month following the month in which
it acquired its interest and Tax Credits allocated in any prior period are not
available to the Partnership.

Item 3.  Legal Proceedings.

This information is incorporated by reference to the discussion of Old Public in
the Results of Operations of Certain Local Partnerships contained in Item 7,
Management's Discussion and Analysis of Financial Condition and Results of
Operations.

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

                                     PART II

Item 5. Market for the  Registrant's  Common Equity and Related  Security Holder
Matters.

As of March 31, 2001, the Partnership had issued and outstanding 76,786 Limited
Partnership Interests, each representing a $1,000 capital contribution to the
Partnership, or an aggregate capital contribution of $76,786,000. All of the
issued and outstanding Limited Partnership Interests have been issued to
Independence Assignor Inc. (the "Assignor Limited Partner"), which has in turn
issued 76,786 BACs to the purchasers thereof for an aggregate purchase price of
$76,786,000. Each BAC represents all of the economic and virtually all of the
ownership rights attributable to a Limited Partnership Interest held by the
Assignor Limited Partner. BACs may be converted into Limited Partnership
Interests at no cost to the holder (other than the payment of transfer costs not
to exceed $100), but Limited Partnership Interests so acquired are not
thereafter convertible into BACs.

Neither the BACs nor the Limited Partnership Interests are traded on any
established trading market. The Partnership does not intend to include the BACs
for quotation on NASDAQ or for listing on any national or regional stock
exchange or any other established securities market. The Revenue Act of 1987
contained provisions which have an adverse impact on investors in "publicly
traded partnerships." Accordingly, the General Partner has imposed limited
restrictions on the transferability of the BACs and the Limited Partnership
Interests in secondary market transactions. These restrictions should prevent a
public trading market from developing but may adversely affect the ability of an
investor to liquidate his or her investment quickly. It is expected that such
procedures will remain in effect until such time, if ever, as further revision
of the Revenue Act of 1987 may permit the Partnership to lessen the scope of the
restrictions.

As of May 6, 2001, the Partnership has approximately 4,576 registered holders of
an aggregate of 76,786 BACs.

All of the Partnership's general partnership interests, representing an
aggregate capital contribution of $1,000, are held by the General Partner.

There are no material legal restrictions in the Partnership Agreement on the
ability of the Partnership to make distributions. The Partnership has made no
distributions to the BACs holders as of March 31, 2001. The Partnership does not
anticipate providing cash distributions to its BACs holders other than from net
refinancing or sales proceeds.

In January 2001, affiliates of Everest Properties, Inc. ("Everest") conducted a
tender offer for up to 1,578 BACs. In connection with a prior tender offer for
BACs, an affiliate of the General Partner entered into a standstill agreement
dated as of April 23, 1997 (the "Standstill"), which precluded Everest from
independently soliciting BACs (by tender offer or otherwise). At Everest's
request, the General Partner caused its affiliate to release Everest from the
Standstill for the limited purpose of permitting Everest to make its tender
offer. In connection with such arrangements, Everest agreed to cover all of the
Partnership's expenses with respect to processing the tender offer including
mailing costs, legal fees and other administrative cost incurred by the
Partnership. These reimbursements resulted in aggregate payments to the
Partnership of $38,004 which are reflected as "other income" on the financial
statements for Fiscal Year 2000.



<PAGE>



Item 6.  Selected Financial Data.

The information set forth below presents selected financial data of the
Partnership. Additional financial information is set forth in the audited
consolidated financial statements in Item 8 hereof.

                                  Year Ended March 31,
OPERATIONS
----------             --------      --------    --------    --------   -------
                       2001          2000        1999        1998*        1997*
                       -----------   ----------- ----------- -----------  -----

Revenues          $20,741,395   $20,786,356 $20,525,657 $20,204,698  $19,663,105

Operating expenses(26,200,525)  (26,611,223)(25,708,315)(24,944,950)(24,926,568)
                 -------------  ----------- ----------- -----------  -----------

Loss before       (5,459,130)   (5,824,867) (5,182,658)(4,740,252)   (5,263,463)
  minority interest

Minority interest
  in loss of          15,252        20,636      17,208     35,144        33,343
                      ------        ------      ------     ------        ------
  subsidiaries

Net loss
                  $(5,443,878) $(5,804,231)$(5,165,450)$(4,705,108) $(5,230,120)
                   ===========   ==========  ========== ==========    ==========

Net loss per
weighted average BAC   $  (70.20) $  (74.85)  $  (66.61)  $ (60.66)   $ (67.43)
                    ==========     =========   =========  ==========    ========
*Reclassified for comparative purposes.
<TABLE>
<CAPTION>


                                                     March 31,
FINANCIAL POSITION
------------------     --------      --------    --------    --------  -------
                       2001          2000        1999        1998         1997
                       -----------   ----------- ----------- -----------  ----


<S>                  <C>            <C>           <C>           <C>           <C>
Total assets         $153,954,157   $159,362,792  $164,969,973  $170,786,367  $177,448,837
                        ===========   =========== =========== ===========  ===========

Total liabilities     $117,841,568  $117,620,369  $117,234,753  $118,016,288 $119,748,949
                        ===========   =========== =========== ===========  ===========

Minority interest
                      $  6,226,648   $ 6,412,604  $ 6,601,170  $6,470,579    $ 6,695,280
                         =========     =========   =========  =========     =========

Total partners'
  capital             $  29,885,941  $  35,329,819 $ 41,134,050 $ 46,299,500 $ 51,004,608
                        ==========    ==========  ========== ==========    ==========

</TABLE>

During the years ended March 31, 2001, 2000, 1999 and 1997, respectively, total
assets and liabilities decreased primarily due to depreciation partially offset
by a mortgage refinancing (see Note 7). During the year ended March 31, 1998,
total assets decreased primarily due to depreciation and a loss on impairment of
assets.

Cash Distributions
------------------
The Partnership has made no distributions to the BACs holders as of March 31,
2001.



<PAGE>


Item 7. Management's  Discussion and Analysis of Financial Condition and Results
of Operations.

Liquidity and Capital Resources
-------------------------------
The Partnership's primary source of funds is the cash distributions from the
operations of the Local Partnerships. These cash distributions, which remain
relatively immaterial, are available to meet obligations of the Partnership.
Cash distributions received from the Local Partnerships remain relatively
immaterial. Distributions of approximately $288,000, $34,000 and $66,000 were
received during the years ended March 31, 2001, 2000 and 1999, respectively.
However, management expects that the distributions received from the Local
Partnerships will increase, although not to a level sufficient to permit
providing cash distributions to BACs holders. These distributions, as well as
the working capital reserves and the continued deferral of fees payable to the
General Partner discussed below, will be used to meet the operating expenses of
the Partnership.

As of March 31, 2001, the Partnership has invested all of the net proceeds in
twenty-eight Local Partnerships. Approximately $92,000 of the purchase price
remains to be paid (all of which is held in escrow). During the year ended March
31, 2001, $200,000 was paid from escrow.

During the year ended March 31, 2001, cash and cash equivalent decreased
approximately $425,000. This decrease is due to acquisition of property and
equipment ($437,000), a decrease in due to Local General Partners and affiliates
relating to investing and financing activities ($185,000), an increase in
deferred costs ($52,000), repayment of construction loan ($6,740,000) and a
decrease in capitalization of consolidated subsidiaries attributable to minority
interest ($171,000) which exceeded cash provided by operating activities
($2,255,000), net proceeds and principal payments of mortgage loans ($4,851,000)
and a decrease in cash held in escrow relating to investing activities
($54,000). Included in the adjustments to reconcile the net loss to cash
provided by operating activities is depreciation and amortization ($5,750,000).

The Partnership's unconsolidated working capital reserve at March 31, 2001 was
approximately $332,000.

Partnership management fees owed to the General Partner amounting to
approximately $3,179,000 were accrued and unpaid as of March 31, 2001. Without
the General Partner's advances and continued accrual without payment of certain
fees and expense reimbursements, the Partnership will not be in a position to
meet its obligations. The General Partner has continued to advance and allow the
accrual without payment of these amounts but is under no obligation to continue
to do so.

For a discussion of contingencies affecting certain Local Partnerships, see
Results of Operations of Certain Local Partnerships, below. Since the maximum
loss the Partnership would be liable for is its net investment in the respective
subsidiary 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 will eliminate the ability to generate future tax credits
from such Local Partnership and may also result in recapture of tax credits if
the investment is lost before expiration of the credit 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 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 28 Local Partnerships, all of which fully 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 the ten-year
period. If trends in the real estate market warranted the sale of a property,
the remaining Tax Credits would transfer to the new owner; thereby adding
significant value to the property on the market, which are not included in the
financial statement carrying amount.

Results of Operations
---------------------
Property and equipment to be held and used are carried at cost which includes
the purchase price, acquisition fees and expenses, construction period interest
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. A loss on impairment of assets is recorded when management estimates
amounts recoverable through future operations and sale of the property on an
undiscounted basis are below depreciated cost. At that time property investments
themselves are reduced to estimated fair value (generally using discounted cash
flows) when the property is considered to be impaired and the depreciated cost
exceeds estimated fair value.

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

Through March 31, 2001, the Partnership has recorded approximately $500,000 as a
loss on impairment of assets.

The following is a summary of the results of operations of the Partnership for
the years ended March 31, 2001, 2000 and 1999 (the 2000, 1999 and 1998 Fiscal
Years, respectively.)

The Partnership's results of operations for the 2000, 1999 and 1998 Fiscal Years
consisted primarily of the results of the Partnership's investment in the
twenty-eight Local Partnerships. The majority of Local Partnership income
continues to be in the form of rental income with the corresponding expenses
being divided among operations, depreciation and mortgage interest.

The net loss for the 2000, 1999 and 1998 Fiscal Years totaled $5,443,878,
$5,804,231 and $5,165,450, respectively.

The Partnership and BACs holders began to recognize Housing Tax Credits with
respect to a Property when the Credit Period for such Property commenced.
Because of the time required for the acquisition, completion and rent-up of
Properties, the amount of Tax Credits per BAC gradually increased over the first
three years of the Partnership. Housing Tax Credits not recognized in the first
three years will be recognized in the 11th through 13th years. The Partnership
generated $11,986,066, $11,986,066 and $11,979,284 of Housing Tax Credits during
the 2000, 1999 and 1998 tax years, respectively.

2000 vs. 1999
-------------
Rental income remained fairly consistent with a decrease of less than 1% for the
2000 Fiscal Year as compared to the 1999 Fiscal Year.

Total expenses, excluding repairs and maintenance, remained fairly consistent
with a decrease of approximately 4% for the 2000 Fiscal Year as compared to the
1999 Fiscal Year.

Repairs and maintenance increased approximately $435,000 for the 2000 Fiscal
Year as compared to the 1999 Fiscal Year primarily due to roof repairs and
replacement of water heaters at one Local Partnership, increased plumbing,
electrical, flooring and cleaning expenses due to hurricane damage at a second
Local Partnership and miscellaneous repairs at two other Local Partnerships.

1999 vs. 1998
-------------
Rental income remained fairly consistent with an increase of approximately 1%
for the 1999 Fiscal Year as compared to the 1998 Fiscal Year due primarily to
rental rate increases.

Total expenses, excluding general and administrative, remained fairly consistent
with an increase of approximately 2%.

General and administrative increased approximately $495,000 for the 1999 Fiscal
Year as compared to the 1998 Fiscal Year primarily due to the write off of
organization costs that were expensed at one Local Partnership as well as an
increase in payroll and renting expenses at a second Local Partnership.

Results of Operations of Certain Local Partnerships
---------------------------------------------------

Los Angeles Limited Partnership
-------------------------------

The Local Partnership is a defendant in a civil action. The Local Partnership
intends to vigorously defend this action which is considered groundless. The
ultimate resolution of this matter is not ascertainable at this time. No
provision has been made in the financial statements related to this claim. The
Local Partnership has referred this matter to its liability insurance company
and believes that most if not all of the claim which might be asserted would be
covered by the applicable insurance.

Old Public Limited Partnership
------------------------------

Old Public Limited Partnership (the "Debtor") originally filed its bankruptcy
case in the United States Bankruptcy Court for the Southern District of New York
on November 17, 1998. The case was transferred to the United States Bankruptcy
Court for the Middle District of Tennessee, Columbia Division before Judge
George Paine, presiding as the result of a venue motion filed by the First
National Bank of Pulaski, Tennessee, the sole secured creditor of the Debtor
(the "Bank"). On or about February 9, 2001, the United States Bankruptcy Court
for the Middle District of Tennessee entered a final decree closing the Old
Public bankruptcy case. As of March 31, 2001, Old Public owes the Partnership
approximately $594,000.

Other
-----
The Partnership's investment as a limited partner in the Local Partnerships is
subject to the risks incident to the potential losses arising from management
and ownership of improved real estate. The Partnership's investments also could
be adversely affected by poor economic conditions, generally, which could
increase vacancy levels and rental payment defaults and by increased operating
expenses, any or all of which could threaten the financial viability of one or
more of the Local Partnerships.

There also are substantial risks associated with the operations of Apartment
Complexes receiving government assistance. These include governmental
regulations concerning tenant eligibility, which may make it more difficult to
rent apartments in the complexes; difficulties in obtaining government approval
for rent increases; limitations on the percentage of income which low and
moderate-income tenants may pay as rent; the possibility that Congress may not
appropriate funds to enable the Department of Housing and Urban Development to
make the rental assistance payments it has contracted to make; and that when the
rental assistance contracts expire there may not be market demand for apartments
at full market rents in a Local Partnership's Apartment Complex.

The Local Partnerships are impacted by inflation in several ways. Inflation
allows for increases in rental rates generally to reflect the impact of higher
operating and replacement costs. Inflation also affects the Local Partnerships
adversely by increasing operating costs, such as fuel, utilities and labor.


Item7A.  Quantitative and Qualitative Disclosure About Market Risk.

         Not Applicable.


<PAGE>


Item 8.  Financial Statements and Supplementary Data.
                                                                    Sequential
                                                                       Page
                                                                    ----------
(a) 1.   Consolidated Financial Statements

         Independent Auditors' Report                                         15

         Consolidated Balance Sheets at March 31, 2001 and 2000               77

         Consolidated  Statements  of  Operations  for the Years  Ended
         March 31, 2001, 2000 and 1999                                        78

         Consolidated   Statements  of  Changes  in  Partners'  Capital
         (Deficit) for the Years Ended March 31, 2001, 2000 and 1999          79

         Consolidated  Statements  of Cash  Flows for the  Years  Ended
         March 31, 2001, 2000 and 1999                                        80

         Notes to Consolidated Financial Statements                           82



<PAGE>


                          INDEPENDENT AUDITORS' REPORT



To the Partners of
Independence Tax Credit Plus L.P. and Subsidiaries
(A Delaware Limited Partnership)



We have audited the consolidated balance sheets of Independence Tax Credit Plus
L.P. and Subsidiaries (A Delaware Limited Partnership) as of March 31, 2001 and
2000, and the related consolidated statements of operations, changes in
partners' capital (deficit), and cash flows for the years ended March 31, 2001,
2000 and 1999 (the 2000, 1999 and 1998 Fiscal Years). These financial statements
are the responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audits. We did not
audit the financial statements for twenty-eight (2000, 1999 and 1998 Fiscal
Years) subsidiary partnerships whose losses aggregated $4,195,591, $3,986,583
and $3,805,935 for the 2000, 1999 and 1998 Fiscal Years, respectively, and whose
assets constituted 99% of the Partnership's assets at March 31, 2001 and 2000,
presented in the accompanying consolidated financial statements. The financial
statements for twenty-seven of these subsidiary partnerships were audited by
other auditors whose reports thereon have been furnished to us and our opinion
expressed herein, insofar as it relates to the amounts included for these
subsidiary partnerships is based solely upon the reports of the other auditors.
The financial statements for one of these subsidiary partnerships were
unaudited.

We conducted our audits in accordance with U.S. generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, based upon our audits, and the reports of the other auditors
referred to above, the consolidated financial statements referred to in the
first paragraph present fairly, in all material respects, the financial position
of Independence Tax Credit Plus L.P. and Subsidiaries at March 31, 2001 and
2000, and the results of their operations and their cash flows for the years
ended March 31, 2001, 2000 and 1999, in conformity with U.S. generally accepted
accounting principles.



TRIEN ROSENBERG ROSENBERG
WEINBERG CIULLO & FAZZARI LLP


New York, New York
June 12, 2001



<PAGE>
[Letterhead of Reznick Fedder & Silverman]

INDEPENDENT AUDITORS' REPORT

To the Partners
Harbor Court L.P.

We have audited the accompanying balance sheets of Harbor Court L.P. as of
December 31, 2000 and 1999, and the related statements of operations, partners'
equity and cash flows for the years then ended. These financial statements are
the responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Harbor Court L.P., as of
December 31, 2000 and 1999, and the results of its operations, the changes in
partners' equity and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

/s/ Reznick Fedder & Silverman
Bethesda, Maryland
February 1, 2001



<PAGE>
[Letterhead of Reznick Fedder & Silverman]

INDEPENDENT AUDITORS' REPORT

To the Partners
Harbor Court L.P.

We have audited the accompanying balance sheets of Harbor Court L.P. as of
December 31, 1999 and 1998, and the related statements of operations, partners'
equity and cash flows for the year then ended. These financial statements are
the responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Harbor Court L.P., as of
December 31, 1999 and 1998, and the results of its operations, the changes in
partners' equity and its cash flows for the year then ended in conformity with
generally accepted accounting principles.

/s/ Reznick Fedder & Silverman
Boston, Massachusetts
January 24, 2000

<PAGE>
[Letterhead of Mack Roberts & Company, L.L.C.]

INDEPENDENT AUDITOR'S REPORT

The Partners
Lancaster Terrace Limited Partnership
Salem, Oregon

We have audited the balance sheets of Lancaster Terrace Limited Partnership as
of December 31, 2000 and 1999, and the related statements of operations, changes
in partners' capital, and cash flows for the years then ended. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Lancaster Terrace Limited
Partnership as of December 31, 2000 and 1999, and the results of its operations
and its cash flows for the years then ended in conformity with generally
accepted accounting principles.

/s/ Mack, Roberts & Co., L.L.C.
Portland, Oregon
February 6, 2001


<PAGE>
[Letterhead of Mack Roberts & Company, L.L.C.]

INDEPENDENT AUDITOR'S REPORT

The Partners
Lancaster Terrace Limited Partnership
Salem, Oregon

We have audited the balance sheets of Lancaster Terrace Limited Partnership as
of December 31, 1999 and 1998, and the related statements of operations, changes
in partners' capital, and cash flows for the years then ended. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Lancaster Terrace Limited
Partnership as of December 31, 1999 and 1998, and the results of its operations
and its cash flows for the years then ended in conformity with generally
accepted accounting principles.

/s/ Mack, Roberts & Co., L.L.C.
February 15, 2000



<PAGE>
[Letterhead of Pailet, Meunier and LeBlanc, L.L.P.]

INDEPENDENT AUDITOR'S REPORT

To the Partners
of 655 North Street Limited Partnership
New Orleans, Louisiana

We have audited the accompanying balance sheets of 655 North Street Limited
Partnership, HUD Project No. 064-12001, as of December 31, 2000 and 1999, and
the related statements of income, changes in partners' equity, and cash flows
for the years then ended. These financial statements are the responsibility of
the Partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing standards
and Government Auditing Standards, issued by the Comptroller General of the
United States. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of 655 North Street Limited
Partnership, HUD Project No. 064-12001, as of December 31, 2000 and 1999 and the
results of its operations, changes in partners' equity, and cash flows for the
years then ended in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards and the Consolidated Audit
Guide for Audits of HUD Programs issued by the U.S. Department of Housing and
Urban Development, we have also issued a report dated January 30, 2001, on our
consideration of 655 North Street Limited Partnership's internal control, and
reports dated January 30, 2001, on its compliance with specific requirements
applicable to major HUD programs and specific requirements applicable to
Affirmative Fair Housing.

/s/ Pailet, Meunier and LeBlanc, L.L.P.
Metairie, Louisiana
January 30, 2001


<PAGE>
[Letterhead of Pailet, Meunier and LeBlanc, L.L.P.]

INDEPENDENT AUDITOR'S REPORT

To the Partners
of 655 North Street Limited Partnership
New Orleans, Louisiana

We have audited the accompanying balance sheets of 655 North Street Limited
Partnership, HUD Project No. 064-12001, as of December 31, 1999 and 1998, and
the related statements of income, changes in partners' equity, and cash flows
for the years then ended. These financial statements are the responsibility of
the Partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing standards
and Government Auditing Standards, issued by the Comptroller General of the
United States. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of 655 North Street Limited
Partnership, HUD Project No. 064-12001, as of December 31, 1999 and 1998 and the
results of its operations, changes in partners' equity, and cash flows for the
years then ended in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards and the Consolidated Audit
Guide for Audits of HUD Programs issued by the U.S. Department of Housing and
Urban Development, we have also issued a report dated February 23, 2000, on our
consideration of 655 North Street Limited Partnership's internal control, and
reports dated February 23, 2000, on its compliance with specific requirements
applicable to major HUD programs and specific requirements applicable to
Affirmative Fair Housing.

/s/ Pailet, Meunier and LeBlanc, L.L.P.
Metairie, Louisiana
February 23, 2000



<PAGE>
[Letterhead of Ziner, Kennedy, Lehan LLP]

INDEPENDENT AUDITORS' REPORT

To the Partners of
Landreth Venture

We have audited the accompanying balance sheets of Landreth Venture (a
Pennsylvania limited partnership) as of December 31, 2000 and 1999 and the
related statements of operations, changes in partners' equity and cash flows for
the years then ended. These financial statements are the responsibility of the
Partnership's general partners and contracted management agent. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by the
Partnership's general partners and contracted management agent, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Landreth Venture as of December
31, 2000 and 1999, and the results of its operations, changes in partners'
equity and its cash flows for the years then ended in conformity with generally
accepted accounting principles.

/s/ Ziner, Kennedy, Lehan LLP
February 9, 2001
Boston, Massachusetts



<PAGE>
[Letterhead of Ziner, Kennedy, Lehan LLP]

INDEPENDENT AUDITORS' REPORT

To the Partners of
Landreth Venture

We have audited the accompanying balance sheets of Landreth Venture (a
Pennsylvania limited partnership) as of December 31, 1999 and 1998 and the
related statements of operations, changes in partners' equity and cash flows for
the years then ended. These financial statements are the responsibility of the
Partnership's general partners and contracted management agent. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by the
Partnership's general partners and contracted management agent, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Landreth Venture as of December
31, 1999 and 1998, and the results of its operations, changes in partners'
equity and its cash flows for the years then ended in conformity with generally
accepted accounting principles.

/s/ Ziner, Kennedy, Lehan LLP
Quincy, Massachusetts
January 20,2000




<PAGE>
[Letterhead of Friedman, Alpren & Green LLP]

INDEPENDENT AUDITORS' REPORT

To the Partners
Homestead Apartments Associates, Ltd.

We have audited the accompanying balance sheets of HOMESTEAD APARTMENTS
ASSOCIATES, LTD.(a limited partnership) as of December 31, 2000 and the related
statements of operations, changes in partners' capital and cash flows for the
year then ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation.
We believe that our audits provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of HOMESTEAD APARTMENTS
ASSOCIATES, LTD. as of December 31, 2000, and the results of its operations, and
its cash flows for the year then ended in conformity with accounting principles
generally accepted in the United States of America.


/s/Friedman, Alpren & Green LLP
New York, New York
February 1, 2001



<PAGE>
[Letterhead of Friedman, Alpren & Green LLP]

INDEPENDENT AUDITORS' REPORT

To the Partners
Homestead Apartments Associates, Ltd.

We have audited the accompanying balance sheets of Homestead Apartments
Associates, Ltd.(a limited partnership) as of December 31, 1999 and the related
statements of operations, partners' capital, and cash flows for the years then
ended. These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Homestead Apartments
Associates, Ltd. as of December 31, 1999, and the results of its operations, and
its cash flows for the years then ended, in conformity with generally accepted
accounting principles.


/s/Friedman, Alpren & Green LLP
New York, New York
January 26, 2000




<PAGE>
[Letterhead of Reznick Fedder & Silverman]

INDEPENDENT AUDITORS' REPORT

To the Partners
Homestead Apartments Associates, Ltd.

We have audited the accompanying balance sheets of Homestead Apartments
Associates, Ltd., as of December 31, 1998 and 1997, and the related statements
of operations, partners' capital, and cash flows for the years then ended. These
financial statements are the responsibility of the partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Homestead Apartments
Associates, Ltd. as of December 31, 1998 and 1997, and the results of its
operations, and its cash flows for the years then ended, in conformity with
generally accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages 16
and 17 is presented for the purposes of additional analysis and is not a
required part of the basic financial statements. Such information has been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.

/s/ Reznick Fedder & Silverman
Atlanta, Georgia
January 27, 1999



<PAGE>
[Letterhead of Reznick Fedder & Silverman]

INDEPENDENT AUDITORS' REPORT

To the Partners
Bethel Villa Associates, L.P.

We have audited the accompanying balance sheets of Bethel Villa Associates, L.P.
as of December 31, 2000 and 1999, the related statements of operations,
partners' equity (deficit) and cash flows for the years then ended. These
financial statements are the responsibility of the partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

We conducted our audits in accordance with generally accepted auditing standards
and Government Auditing Standards, issued by the Comptroller General of the
United States. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provides a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Bethel Villa Associates, L.P.
as of December 31, 2000, and 1999 and the results of its operations, the changes
in partners' equity (deficit) and cash flows for the years then ended, in
conformity with generally accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages 26
through 30 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. Such information has been
subjected to the auditing procedures applied in the audit of the basic financial
statements and, in our opinion, is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.

In accordance with Government Auditing Standards and the "Consolidated Audit
Guide for Audits of HUD Programs," we have also issued reports dated January 23,
2001 on our consideration of Bethel Villa Associates, L.P.'s internal control
and on its compliance with specific requirements applicable to major HUD and
DSHA programs, and fair housing and non-discrimination. Those reports are an
integral part of an audit performed in accordance with Government Auditing
Standards and should be read in conjunction with this report in considering the
results of our audit.

/s/ Reznick Fedder & Silverman
Bethesda, Maryland
Taxpayer Identification Number: 52-1088612
January 23, 2001

Lead Auditor:  Robert J. Denmark

<PAGE>
[Letterhead of Reznick Fedder & Silverman]

INDEPENDENT AUDITORS' REPORT

To the Partners
Bethel Villa Associates, L.P.

We have audited the accompanying balance sheets of Bethel Villa Associates, L.P.
as of December 31, 1999 and 1998, the related statements of operations,
partners' equity (deficit) and cash flows for the years then ended. These
financial statements are the responsibility of the partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

We conducted our audits in accordance with generally accepted auditing standards
and Government Auditing Standards, issued by the Comptroller General of the
United States. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provides a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Bethel Villa Associates, L.P.
as of December 31, 1999, and 1998 and the results of its operations, the changes
in partners' equity (deficit) and cash flows for the year then ended, in
conformity with generally accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages 26
through 30 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. Such information has been
subjected to the auditing procedures applied in the audit of the basic financial
statements and, in our opinion, is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.

In accordance with Government Auditing Standards and the "Consolidated Audit
Guide for Audits of HUD Programs," we have also issued reports dated January 18,
2000 on our consideration of Bethel Villa Associates, L.P.'s internal control
and on its compliance with specific requirements applicable to major HUD and
DSHA programs, and fair housing and non-discrimination.

/s/ Reznick Fedder & Silverman
Lead Auditor: Robert J. Denmark
Bethesda, Maryland
Federal Employer Identification Number: 52-1088612
January 18, 2000



<PAGE>
[Letterhead of Asher & Company Ltd.]

Independent Auditors' Report

The Partners
West Diamond Street Associates
  T/A Sedgley Park Apartments
Marlton, New Jersey

We have audited the accompanying balance sheets of West Diamond Street
Associates T/A Sedgley Park Apartments (A Limited Partnership), PHFA Project No.
O-0198, as of December 31, 2000 and 1999 and the related statements of profit
and loss, Partners' capital and cash flows for the years then ended. These
financial statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing standards
and Government Auditing Standards, issued by the Comptroller General of the
United States. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of West Diamond Street Associates
T/A Sedgley Park Apartments (A Limited Partnership), PHFA Project No. O-0198, as
of December 31, 2000 and 1999, and the results of its operations, changes in its
Partners' capital and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplementary
information is presented for purposes of additional analysis and is not a
required part of the basic financial statements. Such information has been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.

In accordance with Government Auditing Standards, we have also issued a report
dated January 31, 2001 on our consideration of West Diamond Street Associates'
T/A Sedgley Park Apartments (A Limited Partnership), PHFA Project No. O-0198,
internal control over financial reporting and our tests of its compliance with
certain provisions of laws, regulations, contracts and grants. That report is an
integral part of an audit performed in accordance with Government Auditing
Standards and should be read in conjunction with this report in considering the
results of our audit.

/s/ Asher & Company, Ltd.
Philadelphia, Pennsylvania
January 31, 2001


<PAGE>
[Letterhead of Asher & Company Ltd.]

Independent Auditors' Report

The Partners
West Diamond Street Associates
  T/A Sedgley Park Apartments
Marlton, New Jersey

We have audited the accompanying balance sheets of West Diamond Street
Associates T/A Sedgley Park Apartments (A Limited Partnership), PHFA Project No.
O-0198, as of December 31, 1999 and 1998 and the related statements of profit
and loss, Partners' capital and cash flows for the years then ended. These
financial statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing standards
and Government Auditing Standards, issued by the Comptroller General of the
United States. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of West Diamond Street Associates
T/A Sedgley Park Apartments (A Limited Partnership), PHFA Project No. O-0198, as
of December 31, 1999 and 1998, and the results of its operations, changes in its
Partners' capital and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplementary
information is presented for purposes of additional analysis and is not a
required part of the basic financial statements. Such information has been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.

In accordance with Government Auditing Standards, we have also issued a report
dated January 13, 2000 on our consideration of West Diamond Street Associates'
T/A Sedgley Park Apartments (A Limited Partnership), PHFA Project No. O-0198,
internal control over financial reporting and our tests of its compliance with
certain provisions of laws, regulations, contracts and grants.

/s/ Asher & Company, Ltd.
Philadelphia, Pennsylvania
January 13, 2000


<PAGE>
[Letterhead of J.H. Williams & Co., LLP]

INDEPENDENT AUDITORS' REPORT

To the Partners
Susquehanna Partners (a Limited Partnership)
Philadelphia, Pennsylvania

We have audited the accompanying balance sheets of Susquehanna Partners (a
Limited Partnership) as of December 31, 2000 and 1999 and the related statements
of (loss), changes in partners' equity and cash flows for the years then ended.
These financial statements are the responsibility of the Partnership's general
partner and contracted management agent. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by the Partnership's general partner and contracted
management agent, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Susquehanna Partners (a Limited
Partnership) at December 31, 2000 and 1999, and its results of operations,
changes in partners' equity and cash flows for the years then ended in
conformity with accounting principles generally accepted in the United States of
America.

/s/ J.H. Williams & Co., LLP
Kingston, Pennsylvania
February 9, 2001



<PAGE>
[Letterhead of J.H. Williams & Co., LLP]

INDEPENDENT AUDITORS' REPORT

To the Partners
Susquehanna Partners (a Limited Partnership)
Philadelphia, Pennsylvania

We have audited the accompanying balance sheets of Susquehanna Partners (a
Limited Partnership) as of December 31, 1999 and 1998 and the related statements
of (loss), changes in partners' equity and cash flows for the years then ended.
These financial statements are the responsibility of the Partnership's general
partner and contracted management agent. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by the
Partnership's general partner and contracted management agent, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Susquehanna Partners (a Limited
Partnership) at December 31, 1999 and 1998, and its results of operations,
changes in partners' equity and cash flows for the years then ended in
conformity with generally accepted accounting principles.

/s/ J.H. Williams & Co., LLP
Kingston, Pennsylvania
February 1, 2000



<PAGE>
[Letterhead of Robert Ercolini & Company LLP]

INDEPENDENT AUDITOR'S REPORT

To the Partners of
Boston Bay Limited Partnership
Boston, Massachusetts

We have audited the accompanying balance sheet of Boston Bay Limited Partnership
(a Massachusetts Limited Partnership), MHFA Project No. 70-071-R, as of December
31, 2000, and the related statements of operations, partners' capital, and cash
flows for the year then ended. These financial statements are the responsibility
of the Partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America and the standards applicable to financial
statement audits contained in Government Auditing Standards, issued by the
Comptroller General of the United States. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Boston Bay Limited Partnership
as of December 31, 2000, and the results of its operations, changes in partners'
capital, and its cash flows for the year then ended in conformity with
accounting principles generally accepted in the United States of America.

In accordance with Government Auditing Standards, we have also issued a report
dated January 16, 2001 on our consideration of Boston Bay Limited Partnership's
internal control, a report dated January 16, 2001 on its compliance with laws
and regulations, and reports dated January 16, 2001 on its compliance with
specific requirements applicable to HUD programs.

Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The additional information included in this report
(shown on pages 15 through 28) is presented for the purpose of additional
analysis and to comply with reporting requirements of the Massachusetts Housing
Finance Agency (MHFA) and is not a required part of the basic financial
statements. Such information has been subjected to the auditing procedures
applied in the audit of the basic financial statements and, in our opinion, is
fairly stated in all material respects in relation to the basic financial
statements taken as a whole.

/s/ Robert Ercolini & Company LLP
Boston, Massachusetts
January 16, 2001


<PAGE>
[Letterhead of Robert Ercolini & Company LLP]

INDEPENDENT AUDITOR'S REPORT

To the Partners of
Boston Bay Limited Partnership
Boston, Massachusetts

We have audited the accompanying balance sheet of Boston Bay Limited Partnership
(a Massachusetts Limited Partnership), MHFA Project No. 70-071-R, as of December
31, 1999, and the related statements of operations, partners' capital, and cash
flows for the year then ended. These financial statements are the responsibility
of the Partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards
and Government Auditing Standards, issued by the Comptroller General of the
United States. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Boston Bay Limited Partnership
as of December 31, 1999, and the results of its operations, changes in partners'
capital, and its cash flows for the year then ended in conformity with generally
accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued a report
dated January 20, 2000 on our consideration of Boston Bay Limited Partnership's
internal control, a report dated January 20, 2000 on its compliance with laws
and regulations, and reports dated January 20, 2000 on its compliance with
specific requirements applicable to HUD programs.

Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The additional information included in this report
(shown on pages 14 through 27) is presented for the purpose of additional
analysis and to comply with reporting requirements of the Massachusetts Housing
Finance Agency (MHFA) and is not a required part of the basic financial
statements. Such information has been subjected to the auditing procedures
applied in the audit of the basic financial statements and, in our opinion, is
fairly stated in all material respects in relation to the basic financial
statements taken as a whole.

/s/ Robert Ercolini & Company LLP
Boston, Massachusetts
January 20, 2000


<PAGE>
[Letterhead of Robert Ercolini & Company LLP]

INDEPENDENT AUDITOR'S REPORT

To the Partners of
Boston Bay Limited Partnership
Boston, Massachusetts

We have audited the accompanying balance sheet of Boston Bay Limited Partnership
(a Massachusetts Limited Partnership), MHFA Project No. 70-071-R, as of December
31, 1998, and the related statements of operations, partners' capital, and cash
flows for the year then ended. These financial statements are the responsibility
of the Partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards
and Government Auditing Standards, issued by the Comptroller General of the
United States. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Boston Bay Limited Partnership
as of December 31, 1998, and the results of its operations, changes in partners'
capital, and its cash flows for the year then ended in conformity with generally
accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued a report
dated January 17, 1999 on our consideration of Boston Bay Limited Partnership's
internal control, a report dated January 17, 1999 on its compliance with laws
and regulations, and reports dated January 17, 1999 on its compliance with
specific requirements applicable to HUD programs.

Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The additional information included in this report
(shown on pages 14 through 27) is presented for the purpose of additional
analysis and to comply with reporting requirements of the Massachusetts Housing
Finance Agency (MHFA) and is not a required part of the basic financial
statements. Such information has been subjected to the auditing procedures
applied in the audit of the basic financial statements and, in our opinion, is
fairly stated in all material respects in relation to the basic financial
statements taken as a whole.

/s/ Robert Ercolini & Company LLP
Boston, Massachusetts
January 17, 1999



<PAGE>
[Letterhead of Robert Ercolini & Company LLP]

INDEPENDENT AUDITOR'S REPORT

To the Partners of
Morrant Bay Limited Partnership
Boston, Massachusetts

We have audited the accompanying balance sheet of Morrant Bay Limited
Partnership (a Massachusetts Limited Partnership), MHFA Project No. 70-095-R, as
of December 31, 2000, and the related statements of operations, partners'
capital, and cash flows for the year then ended. These financial statements are
the responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America and the standards applicable to financial audits
contained in Government Auditing Standards, issued by the Comptroller General of
the United States. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Morrant Bay Limited Partnership
as of December 31, 2000, and the results of its operations, changes in partners'
capital, and its cash flows for the year then ended in conformity with
accounting principles generally accepted in the United States of America.

In accordance with Government Auditing Standards, we have also issued a report
dated January 19, 2001 on our consideration of Morrant Bay Limited Partnership's
internal control, a report dated January 19, 2001 on its compliance with laws
and regulations, and reports dated January 19, 2001 on its compliance with
specific requirements applicable to HUD programs.

Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The additional information included in this report
(shown on pages 15 through 28) is presented for the purpose of additional
analysis and to comply with reporting requirements of the Massachusetts Housing
Finance Agency and is not a required part of the basic financial statements.
Such information has been subjected to the auditing procedures applied in the
audit of the basic financial statements and, in our opinion, is fairly stated in
all material respects in relation to the basic financial statements taken as a
whole.

/s/ Robert Ercolini & Company LLP
Boston, Massachusetts
January 19, 2001

<PAGE>
[Letterhead of Robert Ercolini & Company LLP]

INDEPENDENT AUDITOR'S REPORT

To the Partners of
Morrant Bay Limited Partnership
Boston, Massachusetts

We have audited the accompanying balance sheet of Morrant Bay Limited
Partnership (a Massachusetts Limited Partnership), MHFA Project No. 70-095-R, as
of December 31, 1999, and the related statements of operations, partners'
capital, and cash flows for the year then ended. These financial statements are
the responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards
and Government Auditing Standards, issued by the Comptroller General of the
United States. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Morrant Bay Limited Partnership
as of December 31, 1999, and the results of its operations, changes in partners'
capital, and its cash flows for the year then ended in conformity with generally
accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued a report
dated January 22, 2000 on our consideration of Morrant Bay Limited Partnership's
internal control, a report dated January 22, 2000 on its compliance with laws
and regulations, and reports dated January 22, 2000 on its compliance with
specific requirements applicable to HUD programs.

Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The additional information included in this report
(shown on pages 14 through 27) is presented for the purpose of additional
analysis and to comply with reporting requirements of the Massachusetts Housing
Finance Agency and is not a required part of the basic financial statements.
Such information has been subjected to the auditing procedures applied in the
audit of the basic financial statements and, in our opinion, is fairly stated in
all material respects in relation to the basic financial statements taken as a
whole.

/s/ Robert Ercolini & Company LLP
Boston, Massachusetts
January 22, 2000


<PAGE>
[Letterhead of Robert Ercolini & Company LLP]

INDEPENDENT AUDITOR'S REPORT

To the Partners of
Morrant Bay Limited Partnership
Boston, Massachusetts

We have audited the accompanying balance sheet of Morrant Bay Limited
Partnership (a Massachusetts Limited Partnership), MHFA Project No. 70-095-R, as
of December 31, 1998, and the related statements of operations, partners'
capital, and cash flows for the year then ended. These financial statements are
the responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards
and Government Auditing Standards, issued by the Comptroller General of the
United States. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Morrant Bay Limited Partnership
as of December 31, 1998, and the results of its operations, changes in partners'
capital, and its cash flows for the year then ended in conformity with generally
accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued a report
dated January 19, 1999 on our consideration of Morrant Bay Limited Partnership's
internal control, a report dated January 19, 1999 on its compliance with laws
and regulations, and reports dated January 19, 1999 on its compliance with
specific requirements applicable to HUD programs.

Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The additional information included in this report
(shown on pages 14 through 27) is presented for the purpose of additional
analysis and to comply with reporting requirements of the Massachusetts Housing
Finance Agency and is not a required part of the basic financial statements.
Such information has been subjected to the auditing procedures applied in the
audit of the basic financial statements and, in our opinion, is fairly stated in
all material respects in relation to the basic financial statements taken as a
whole.

/s/ Robert Ercolini & Company LLP
Boston, Massachusetts
January 19, 1999



<PAGE>
[Letterhead of Robert Ercolini & Company LLP]

INDEPENDENT AUDITOR'S REPORT

To the Partners of
Hope Bay Limited Partnership
Boston, Massachusetts

We have audited the accompanying  balance sheet of Hope Bay Limited  Partnership
(a Massachusetts Limited Partnership), MHFA Project No. 70-168-R, as of December
31, 2000, and the related statements of operations,  partners' capital, and cash
flows for the year then ended. These financial statements are the responsibility
of the Partnership's management.  Our responsibility is to express an opinion on
these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America and the standards applicable to financial audits
contained in Government Auditing Standards, issued by the Comptroller General of
the United States. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Hope Bay Limited Partnership as
of December 31, 2000, and the results of its operations, changes in partners'
capital, and its cash flows for the year then ended in conformity with
accounting principles generally accepted in the United States of America.

In accordance with Government Auditing Standards, we have also issued a report
dated January 15, 2001 on our consideration of Hope Bay Limited Partnership's
internal control, a report dated January 15, 2001 on its compliance with laws
and regulations, and reports dated January 15, 2001 on its compliance with
specific requirements applicable to HUD programs.

Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The additional information included in this report
(shown on pages 15 through 28) is presented for the purpose of additional
analysis and to comply with reporting requirements of the Massachusetts Housing
Finance Agency and is not a required part of the basic financial statements.
Such information has been subjected to the auditing procedures applied in the
audit of the basic financial statements and, in our opinion, is fairly stated in
all material respects in relation to the basic financial statements taken as a
whole.

/s/ Robert Ercolini & Company LLP
Boston, Massachusetts
January 15, 2001


<PAGE>
[Letterhead of Robert Ercolini & Company LLP]

INDEPENDENT AUDITOR'S REPORT

To the Partners of
Hope Bay Limited Partnership
Boston, Massachusetts

We have audited the accompanying balance sheet of Hope Bay Limited Partnership
(a Massachusetts Limited Partnership), MHFA Project No. 70-168-R, as of December
31, 1999, and the related statements of operations, partners' capital, and cash
flows for the year then ended. These financial statements are the responsibility
of the Partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards
and Government Auditing Standards, issued by the Comptroller General of the
United States. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Hope Bay Limited Partnership as
of December 31, 1999, and the results of its operations, changes in partners'
capital, and its cash flows for the year then ended in conformity with generally
accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued a report
dated January 21, 2000 on our consideration of Hope Bay Limited Partnership's
internal control, a report dated January 21,2000 on its compliance with laws and
regulations, and reports dated January 21,2000 on its compliance with specific
requirements applicable to HUD programs.

Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The additional information included in this report
(shown on pages 14 through 27) is presented for the purpose of additional
analysis and to comply with reporting requirements of the Massachusetts Housing
Finance Agency and is not a required part of the basic financial statements.
Such information has been subjected to the auditing procedures applied in the
audit of the basic financial statements and, in our opinion, is fairly stated in
all material respects in relation to the basic financial statements taken as a
whole.

/s/ Robert Ercolini & Company LLP
Boston, Massachusetts
January 21, 2000

<PAGE>
[Letterhead of Robert Ercolini & Company LLP]

INDEPENDENT AUDITOR'S REPORT

To the Partners of
Hope Bay Limited Partnership
Boston, Massachusetts

We have audited the accompanying balance sheet of Hope Bay Limited Partnership
(a Massachusetts Limited Partnership), MHFA Project No. 70-168-R, as of December
31, 1998, and the related statements of operations, partners' capital, and cash
flows for the year then ended. These financial statements are the responsibility
of the Partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards
and Government Auditing Standards, issued by the Comptroller General of the
United States. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Hope Bay Limited Partnership,
as of December 31, 1998, and the results of its operations, changes in partners'
capital, and its cash flows for the year then ended in conformity with generally
accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued a report
dated January 19, 1999 on our consideration of Hope Bay Limited Partnership's
internal control, a report dated January 19, 1999 on its compliance with laws
and regulations, and reports dated January 19, 1999 on its compliance with
specific requirements applicable to HUD programs.

Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The additional information included in this report
(shown on pages 14 through 27) is presented for the purpose of additional
analysis and to comply with reporting requirements of the Massachusetts Housing
Finance Agency and is not a required part of the basic financial statements.
Such information has been subjected to the auditing procedures applied in the
audit of the basic financial statements and, in our opinion, is fairly stated in
all material respects in relation to the basic financial statements taken as a
whole.

/s/ Robert Ercolini & Company LLP
Boston, Massachusetts
January 19, 1999




<PAGE>
[Letterhead of Armando A. Suarez, CPA]

INDEPENDENT AUDITOR'S REPORT

To the Partners
Lares Apartments Limited Partnership

I have audited the accompanying balance sheets of Lares Apartments Limited
Partnership, Rural Development Project No.: 63-034-660467896, as of December 31,
2000 and 1999, and the related statements of income, changes in partners'
capital (deficit), and cash flows for the years then ended. These financial
statements are the responsibility of the Partnership's management. My
responsibility is to express an opinion on these financial statements based on
my audits.

I conducted my audits in accordance with generally accepted auditing standards
and Government Auditing Standards issued by the Comptroller General of the
United States. Those standards require that I plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. I believe that my audits provide a reasonable basis for my
opinion.

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Lares Apartments Limited
Partnership, as of December 31, 2000 and 1999, and the results of its
operations, changes in partners' capital (deficit) and cash flows for the years
then ended in conformity with generally accepted accounting principles.

My audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplementary
information on pages 20 thru 31 is presented for purposes of additional analysis
and is not a required part of the basic financial statements of the Partnership.
Such information has been subjected to the auditing procedures applied in the
audit of the basic financial statements and, in my opinion, is fairly stated in
all material respects in relation to the basic financial statements taken as a
whole.

/s/ Armando A. Suarez, CPA
San Juan, Puerto Rico
The stamp #1684722 of the CPA's College of PR was affixed to the original of
this report.
February 1, 2001


<PAGE>
[Letterhead of Armando A. Suarez, CPA]

INDEPENDENT AUDITOR'S REPORT

To the Partners
Lares Apartments Limited Partnership

I have audited the accompanying balance sheets of Lares Apartments Limited
Partnership, Rural Development Project No.: 63-034-660467896, as of December 31,
1999 and 1998, and the related statements of income, changes in partners'
capital (deficit), and cash flows for the years then ended. These financial
statements are the responsibility of the Partnership's management. My
responsibility is to express an opinion on these financial statements based on
my audits.

I conducted my audits in accordance with generally accepted auditing standards
and Government Auditing Standards issued by the Comptroller General of the
United States. Those standards require that I plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. I believe that my audits provide a reasonable basis for my
opinion.

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Lares Apartments Limited
Partnership, as of December 31, 1999 and 1998, and the results of its
operations, changes in partners' capital (deficit) and cash flows for the years
then ended in conformity with generally accepted accounting principles.

My audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplementary
information on pages 20 thru 31 is presented for purposes of additional analysis
and is not a required part of the basic financial statements of the Partnership.
Such information has been subjected to the auditing procedures applied in the
audit of the basic financial statements and, in my opinion, is fairly stated in
all material respects in relation to the basic financial statements taken as a
whole.

/s/ Armando A. Suarez, CPA
San Juan, Puerto Rico
The stamp #1478493 of the CPA's College of PR was affixed to the original of
this report.
January 25, 2000


<PAGE>
[Letterhead of Armando A. Suarez, CPA]

INDEPENDENT AUDITOR'S REPORT

To the Partners
Lajas Apartments Limited Partnership

I have audited the accompanying balance sheets of Lajas Apartments Limited
Partnership, Rural Development Project No.: 63-017-0660422313, as of December
31, 2000 and 1999, and the related statements of operations, changes in
partners' capital (deficit), and cash flows for the years then ended. These
financial statements are the responsibility of the Partnership's management. My
responsibility is to express an opinion on these financial statements based on
my audits.

I conducted my audits in accordance with generally accepted auditing standards
and Government Auditing Standards issued by the Comptroller General of the
United States. Those standards require that I plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. I believe that my audits provide a reasonable basis for my
opinion.

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Lajas Apartments Limited
Partnership, as of December 31, 2000 and 1999, and the results of its
operations, changes in partners' capital (deficit) and cash flows for the years
then ended in conformity with generally accepted accounting principles.

My audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplementary
information on pages 20 thru 31 is presented for purposes of additional analysis
and is not a required part of the basic financial statements of the Partnership.
Such information has been subjected to the auditing procedures applied in the
audit of the basic financial statements and, in my opinion, is fairly stated in
all material respects in relation to the basic financial statements taken as a
whole.

/s/ Armando A. Suarez, CPA
San Juan, Puerto Rico
The stamp #1684725 of the CPA's College of PR was affixed to the original of
this report.
February 1, 2001


<PAGE>
[Letterhead of Armando A. Suarez, CPA]

INDEPENDENT AUDITOR'S REPORT

To the Partners
Lajas Apartments Limited Partnership

I have audited the accompanying balance sheets of Lajas Apartments Limited
Partnership, Rural Development Project No.: 63-017-660422313, as of December 31,
1999 and 1998, and the related statements of operations, changes in partners'
capital (deficit), and cash flows for the years then ended. These financial
statements are the responsibility of the Partnership's management. My
responsibility is to express an opinion on these financial statements based on
my audits.

I conducted my audits in accordance with generally accepted auditing standards
and Government Auditing Standards issued by the Comptroller General of the
United States. Those standards require that I plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. I believe that my audits provide a reasonable basis for my
opinion.

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Lajas Apartments Limited
Partnership, as of December 31, 1999 and 1998, and the results of its
operations, changes in partners' capital (deficit) and cash flows for the years
then ended in conformity with generally accepted accounting principles.

My audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplementary
information on pages 20 thru 31 is presented for purposes of additional analysis
and is not a required part of the basic financial statements of the Partnership.
Such information has been subjected to the auditing procedures applied in the
audit of the basic financial statements and, in my opinion, is fairly stated in
all material respects in relation to the basic financial statements taken as a
whole.

/s/ Armando A. Suarez, CPA
San Juan, Puerto Rico
The stamp #1478496 of the CPA's College of PR was affixed to the original of
this report.
January 25, 2000


<PAGE>
[Letterhead of Ree & Kim]

To the Partners
Arlington - Rodeo Properties
(A California Limited Partnership)

We have audited the accompanying balance sheets of Arlington - Rodeo Properties
(A California Limited Partnership) as of December 31, 2000 and 1999 and the
related statements of operations, changes in partners' equity, and cash flows
for the years then ended.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audit.

We have conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Arlington - Rodeo Properties as
of December 31, 2000 and 1999 and its results of operations, changes in
partner's equity and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

/s/ Ree & Kim
Los Angeles, California
February 15, 2001


<PAGE>
[Letterhead of Ree & Kim]

To the Partners
Arlington - Rodeo Properties
(A California Limited Partnership)

We have audited the accompanying balance sheets of Arlington - Rodeo Properties
(A California Limited Partnership) as of December 31, 1999 and 1998 and the
related statements of operations, changes in partners' equity, and cash flows
for the year then ended.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audit.

We have conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Arlington - Rodeo Properties as
of December 31, 1999 and 1998 and its results of operations, changes in
partner's equity and its cash flows for the year then ended in conformity with
generally accepted accounting principles.

/s/ Ree & Kim
Los Angeles, California
February 25, 2000


<PAGE>
[Letterhead of Insero, Kasperski, Ciaccia & Co., P.C.]

INDEPENDENT AUDITORS' REPORT

To the Partners of
Conifer Bateman Associates
(A Limited Partnership)
Lowville, New York

We have audited the accompanying balance sheets of Conifer Bateman Associates (A
Limited Partnership) as of December 31, 2000 and 1999 and the related statements
of changes in partners' equity, operations, and cash flows for the years then
ended. These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Conifer Bateman Associates (A
Limited Partnership) as of December 31, 2000 and 1999, and the results of its
operations and cash flows for the years then ended in conformity with generally
accepted accounting principles.

Respectfully Submitted,

/s/ Insero, Kasperski, Ciaccia & Co., P.C.
Certified Public Accountants
Rochester, New York
January 29, 2001



<PAGE>
[Letterhead of Insero, Kasperski, Ciaccia & Co., P.C.]

INDEPENDENT AUDITORS' REPORT

To the Partners of
Conifer Bateman Associates
(A Limited Partnership)
Lowville, New York

We have audited the accompanying balance sheets of Conifer Bateman Associates (A
Limited Partnership) as of December 31, 1999 and 1998 and the related statements
of changes in partners' equity, operations, and cash flows for the years then
ended. These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Conifer Bateman Associates (A
Limited Partnership) as of December 31, 1999 and 1998, and the results of its
operations and cash flows for the years then ended in conformity with generally
accepted accounting principles.

Respectfully Submitted,

/s/ Insero, Kasperski, Ciaccia & Co., P.C.
Certified Public Accountants
Rochester, New York
January 25, 2000



<PAGE>



[Letterhead of Mortland & Co. P.C.]

Independent Auditors' Report

To the Partners'
Hampden Hall Associates, L.P.
St. Louis, Missouri

We have audited the accompanying balance sheet of Hampden Hall Associates, L.P.,
as of December 31, 2000 and the related statements of loss, partners' capital,
and cash flows for the year then ended. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on this financial statement based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the balance sheet. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall balance sheet presentation. We
believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Hampden Hall Associates, L.P.,
as of December 31, 2000 and the results of its operations and its cash flows for
the year then ended in conformity with generally accepted accounting principles.

/s/ Mortland & Co. P.C.
St. Louis, Missouri
February 17, 2001




<PAGE>
[Letterhead of Mortland & Co. P.C.]

Independent Auditors' Report

To the Partners'
Hampden Hall Associates, L.P.
St. Louis, Missouri

We have audited the accompanying balance sheet of Hampden Hall Associates, L.P.,
as of December 31, 1999 and the related statements of loss, partners' capital,
and cash flows for the year then ended. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on this financial statement based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the balance sheet. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall balance sheet presentation. We
believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Hampden Hall Associates, L.P.,
as of December 31, 1999 and the results of its operations and its cash flows for
the year then ended in conformity with generally accepted accounting principles.

/s/ Mortland & Co. P.C.
St. Louis, Missouri
February 15, 2000




<PAGE>
[Letterhead of Mortland & Co. P.C.]

Independent Auditors' Report

To the Partners'
Hampden Hall Associates, L.P.
St. Louis, Missouri

We have audited the accompanying balance sheet of Hampden Hall Associates, L.P.,
as of December 31, 1998 and the related statements of income, partners' capital,
and cash flows for the year then ended. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on this financial statement based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the balance sheet. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall balance sheet presentation. We
believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Hampden Hall Associates, L.P.,
as of December 31, 1998 and the results of its operations and its cash flows for
the year then ended in conformity with generally accepted accounting principles.

/s/ Mortland & Co. P.C.
St. Louis, Missouri
February 26, 1999




<PAGE>
[Letterhead of Ziner, Kennedy & Lehan, LLP]

INDEPENDENT AUDITORS' REPORT

To the Partners of
Chester Renaissance Associates

We have audited the accompanying balance sheets of Chester Renaissance
Associates (a Pennsylvania limited partnership) as of December 31, 2000 and 1999
and the related statements of operations, changes in partners' equity and cash
flows for the years then ended. These financial statements are the
responsibility of the Partnership's general partners and contracted management
agent. Our responsibility is to express an opinion on these financial statements
based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by the
Partnership's general partners and contracted management agent, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Chester Renaissance Associates
as of December 31, 2000 and 1999, and the results of its operations, changes in
partners' equity and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

/s/ Ziner, Kennedy & Lehan, LLP
Boston, Massachusetts
January 15, 2001



<PAGE>
[Letterhead of Ziner & Company, P.C.]

INDEPENDENT AUDITORS' REPORT

To the Partners of
Chester Renaissance Associates

We have audited the accompanying balance sheets of Chester Renaissance
Associates (a Pennsylvania limited partnership) as of December 31, 1999 and 1998
and the related statements of operations, changes in partners' equity and cash
flows for the years then ended. These financial statements are the
responsibility of the Partnership's general partners and contracted management
agent. Our responsibility is to express an opinion on these financial statements
based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by the
Partnership's general partners and contracted management agent, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Chester Renaissance Associates
as of December 31, 1999 and 1998, and the results of its operations, changes in
partners' equity and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

/s/ Ziner & Company, P.C.
Boston, Massachusetts
January 14, 2000




<PAGE>
[Letterhead of Friedman, Alpren & Green L.L.P.]

INDEPENDENT AUDITORS' REPORT

To the Partners
Homestead Apartments Associates II, Ltd.

We have audited the accompanying balance sheet of HOMESTEAD APARTMENTS
ASSOCIATES II, LTD. (a limited partnership), as of December 31, 2000, and the
related statements of operations, changes in partners' capital and cash flows
for the year then ended. These financial statements are the responsibility of
the Partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation.We believe that our audit provides a reasonable
basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of HOMESTEAD APARTMENTS ASSOCIATES
II, LTD. as of December 31, 2000, and the results of its operations, and its
cash flows for the year then ended in conformity with accounting principles
generally accepted in the United States of America.


/s/ Friedman Alpren & Green L.L.P.
New York, New York
February 1, 2001


<PAGE>
[Letterhead of Friedman, Alpren & Green L.L.P.]

INDEPENDENT AUDITORS' REPORT

To the Partners
Homestead Apartments Associates II, Ltd.

We have audited the accompanying balance sheets of Homestead Apartments
Associates II, Ltd. (a limited partnership), as of December 31, 1999, and the
related statements
 of operations, changes in partners' capital and cash flows for the year then
ended. These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Homestead Apartments Associates
II, Ltd. as of December 31, 1999, and the results of its operations, and its
cash flows for the years then ended, in conformity with generally accepted
accounting principles.


/s/ Friedman Alpren & Green L.L.P.
New York, New York
January 26, 2000

<PAGE>
[Letterhead of Reznick Fedder & Silverman]

INDEPENDENT AUDITORS' REPORT

To the Partners
Homestead Apartments Associates II, Ltd.

We have audited the accompanying balance sheets of Homestead Apartments
Associates II, Ltd., as of December 31, 1998 and 1997 and the related statements
of operations, partners' capital, and cash flows for the years then ended. These
financial statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Homestead Apartments Associates
II, Ltd. as of December 31, 1998 and 1997, and the results of its operations and
its cash flows for the years then ended in conformity with generally accepted
accounting principles.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages 16
and 17 is presented for the purpose of additional analysis and is not a required
part of the basic financial statements. Such supplemental information has been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.

/s/ Reznick, Fedder & Silverman
Atlanta, Georgia
January 27, 1999



<PAGE>
[Letterhead of Klein, Petitto, Zapolsky & Company, LLP]

INDEPENDENT AUDITORS' REPORT

To the Partners
P.S. 157 Associates, L.P.
Brooklyn, NY

We have audited the accompanying balance sheets of P.S. 157 Associates, L.P. (a
limited partnership), as of December 31, 2000 and 1999 and the related
statements of operations, partners' capital, and cash flows for the years then
ended. These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of P.S. 157 Associates, L.P. (a
limited partnership) as of December 31, 2000 and 1999, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

/s/ Klein, Petitto, Zapolsky, & Company, LLP Great Neck, NY January 31, 2001
except for Note 10, as to which the date is February 15, 2001




<PAGE>


[Letterhead of Vengrove, Zapolsky, McCourt, Klein & Petitto, LLP]

INDEPENDENT AUDITORS' REPORT

To the Partners
P.S. 157 Associates, L.P.
Brooklyn, NY

We have audited the accompanying balance sheets of P.S. 157 Associates, L.P. (a
limited partnership), as of December 31, 1999 and 1998 and the related
statements of operations, partners' capital, and cash flows for the years then
ended. These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of P.S. 157 Associates, L.P. (a
limited partnership) as of December 31, 1999 and 1998, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

/s/ Vengrove, Zapolsky, McCourt, Klein & Petitto, LLP
Great Neck, NY
January 27, 2000



<PAGE>
[Letterhead of Ziner, Kennedy & Lehan L.L.P.]

INDEPENDENT AUDITORS' REPORT

To the Partners of
Cloisters Limited Partnership II

We have audited the accompanying balance sheets of Cloisters Limited Partnership
II (a Pennsylvania limited partnership) as of December 31, 2000 and 1999, and
the related statements of operations, changes in partners' equity and cash flows
for the years then ended. These financial statements are the responsibility of
the Partnership's general partner and contracted management agent. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by the
Partnership's general partner and contracted management agent, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Cloisters Limited Partnership
II at December 31, 2000 and 1999, and the results of its operations, changes in
partners' equity and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

/s/ Ziner, Kennedy & Lehan L.L.P.
Boston, Massachusetts
February 6, 2001


<PAGE>
[Letterhead of Ziner, Kennedy & Lehan L.L.P.]

INDEPENDENT AUDITORS' REPORT

To the Partners of
Cloisters Limited Partnership II

We have audited the accompanying balance sheets of Cloisters Limited Partnership
II (a Pennsylvania limited partnership) as of December 31, 1999 and 1998, and
the related statements of operations, changes in partners' equity and cash flows
for the years then ended. These financial statements are the responsibility of
the Partnership's general partner and contracted management agent. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by the
Partnership's general partner and contracted management agent, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Cloisters Limited Partnership
II at December 31, 1999 and 1998, and the results of its operations, changes in
partners' equity and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

/s/ Ziner, Kennedy & Lehan L.L.P.
Quincy, Massachusetts
January 19, 2000




<PAGE>
[Letterhead of Reznick Fedder & Silverman]

INDEPENDENT AUDITORS' REPORT

To the Partners
Creative Choice Homes II, Ltd.
(A Limited Partnership)
d/b/a The Gardens Apartments

We have audited the accompanying balance sheet of Creative Choice Homes II, Ltd.
(A Limited Partnership) d/b/a The Gardens Apartments as of December 31, 2000,
and the related statements of operations, partners' equity (deficit) and cash
flows for the year then ended. These financial statements are the responsibility
of the partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards
and Government Auditing Standards, issued by the Comptroller General of the
United States. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Creative Choice Homes II, Ltd.
(A Limited Partnership) d/b/a The Gardens Apartments as of December 31, 2000,
and the results of its operations, the changes in partners' equity (deficit) and
cash flows for the year then ended, in conformity with generally accepted
accounting principles.

Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The supplemental information on pages 24 through 28
is presented for purposes of additional analysis and is not a required part of
the basic financial statements. Such information has been subjected to the
auditing procedures applied in the audit of the basic financial statements and,
in our opinion, is fairly stated in all material respects in relation to the
basic financial statements taken as a whole.

In accordance with Government Auditing Standards and "Consolidated Audit Guide
for Audits of HUD Programs," we have also issued reports dated January 22, 2001
on our consideration of Creative Choice Homes II, Ltd. (A Limited Partnership)
d/b/a The Gardens Apartments' internal control and on its compliance with
specific requirements applicable to major HUD programs and fair housing and
non-discrimination. Those reports are an integral part of an audit performed in
accordance with Government Auditing Standards and should be read in conjunction
with this report in considering the results of our audit.


/s/ Reznick Fedder & Silverman
Lead Auditor: James P. Martinko
Bethesda, Maryland
Taxpayer Identification Number: 52-1088612
January 22, 2001


<PAGE>
[Letterhead of Reznick Fedder & Silverman]

INDEPENDENT AUDITORS' REPORT

To the Partners
Creative Choice Homes II, Ltd.
(A Limited Partnership)
d/b/a The Gardens Apartments

We have audited the accompanying balance sheet of Creative Choice Homes II, Ltd.
(A Limited Partnership) d/b/a The Gardens Apartments as of December 31, 1999,
and the related statements of operations, partners' equity (deficit) and cash
flows for the year then ended. These financial statements are the responsibility
of the partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards
and Government Auditing Standards, issued by the Comptroller General of the
United States. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Creative Choice Homes II, Ltd.
(A Limited Partnership) d/b/a The Gardens Apartments as of December 31, 1999,
and the results of its operations, the changes in partners' equity (deficit) and
cash flows for the year then ended, in conformity with generally accepted
accounting principles.

Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The supplemental information on pages 24 through 28
is presented for purposes of additional analysis and is not a required part of
the basic financial statements. Such information has been subjected to the
auditing procedures applied in the audit of the basic financial statements and,
in our opinion, is fairly stated in all material respects in relation to the
basic financial statements taken as a whole.

In accordance with Government Auditing Standards and "Consolidated Audit Guide
for Audits of HUD Programs," we have also issued reports dated January 7, 2000
on our consideration of Creative Choice Homes II, Ltd. (A Limited Partnership)
d/b/a The Gardens Apartments' internal control and on its compliance with
specific requirements applicable to major HUD programs and fair housing and
non-discrimination.


/s/ Reznick Fedder & Silverman
Lead Auditor: James P. Martinko
Bethesda, Maryland
Taxpayer Identification Number: 52-1088612
January 7, 2000


<PAGE>
[Letterhead of Reznick Fedder & Silverman]

INDEPENDENT AUDITORS' REPORT

To the Partners
Creative Choice Homes II, Ltd.
(A Limited Partnership)
d/b/a The Gardens Apartments

We have audited the accompanying balance sheet of Creative Choice Homes II, Ltd.
(A Limited Partnership) d/b/a The Gardens Apartments as of December 31, 1998,
and the related statements of operations, partners' equity (deficit) and cash
flows for the year then ended. These financial statements are the responsibility
of the partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards
and Government Auditing Standards, issued by the Comptroller General of the
United States. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Creative Choice Homes II, Ltd.
(A Limited Partnership) d/b/a The Gardens Apartments as of December 31, 1998,
and the results of its operations, the changes in partners' equity (deficit) and
cash flows for the year then ended, in conformity with generally accepted
accounting principles.

Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The supplemental information on pages 23 through 27
is presented for purposes of additional analysis and is not a required part of
the basic financial statements. Such information has been subjected to the
auditing procedures applied in the audit of the basic financial statements and,
in our opinion, is fairly stated in all material respects in relation to the
basic financial statements taken as a whole.

In accordance with Government Auditing Standards and the "Consolidated Audit
Guide for Audits of HUD Programs," we have also issued reports dated February 1,
1999 on our consideration of Creative Choice Homes II, Ltd. (A Limited
Partnership) d/b/a The Gardens Apartments' internal control and on its
compliance with specific requirements applicable to major HUD programs and fair
housing and non-discrimination.

/s/ Reznick Fedder & Silverman
Lead Auditor: James P. Martinko
Bethesda, Maryland
Taxpayer Identification Number: 52-1088612
February 1, 1999



<PAGE>
[Letterhead of Halbert, Katz & Co., P.C.]

INDEPENDENT AUDITORS' REPORT

To the Partners
Milford Crossing Associates, L.P.
Wilmington, Delaware

We have audited the accompanying balance sheets of Milford Crossing Associates,
L.P., as of December 31, 2000 and December 31, 1999, and the related statements
of loss, partners' capital (capital deficiency) and cash flows for the years
then ended. These financial statements are the responsibility of the project's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing standards
and Government Auditing Standards issued by the comptroller general of the
United States. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Milford Crossing Associates,
L.P. as of December 31, 2000 and December 31, 1999 and the results of its
operations, changes in partners' capital (capital deficiency) and cash flows for
the years then ended, in conformity with generally accepted accounting
principles.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supporting information included in
the report (shown on pages 14 to 26) is presented for the purpose of additional
analysis and is not a required part of the basic financial statements of Milford
Crossing Associates, L.P. Such information has been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the financial
statements taken as a whole.

In accordance with Government Auditing Standards, we have also issued a report
dated January 31, 2001, on our consideration of Milford Crossing Associates,
L.P's internal controls, and reports dated January 31, 2001, on its compliance
with specific requirements applicable to major HUD programs and specific
requirements applicable to Fair Housing and Non-Discrimination.

/s/ Halbert, Katz & Co., P.C.
Philadelphia, Pennsylvania
January 31, 2001




<PAGE>
[Letterhead of Halbert, Katz & Co., P.C.]

INDEPENDENT AUDITORS' REPORT

To the Partners
Milford Crossing Associates, L.P.
Wilmington, Delaware

We have audited the accompanying balance sheets of Milford Crossing Associates,
L.P., as of December 31, 1999 and December 31, 1998, and the related statements
of loss, partners' capital (capital deficiency) and cash flows for the years
then ended. These financial statements are the responsibility of the project's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing standards
and Government Auditing Standards issued by the comptroller general of the
United States. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Milford Crossing Associates,
L.P. as of December 31, 1999 and December 31, 1998 and the results of its
operations, changes in partners' capital (capital deficiency) and cash flows for
the years then ended, in conformity with generally accepted accounting
principles.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supporting information included in
the report (shown on pages 16 to 28) is presented for the purpose of additional
analysis and is not a required part of the basic financial statements of Milford
Crossing Associates, L.P. Such information has been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the financial
statements taken as a whole.

In accordance with Government Auditing Standards, we have also issued a report
dated January 31, 2000, on our consideration of Milford Crossing Associates,
L.P's internal controls, and reports dated January 31, 2000, on its compliance
with specific requirements applicable to major HUD programs and specific
requirements applicable to Fair Housing and Non-Discrimination.

/s/ Halbert, Katz & Co., P.C.
Philadelphia, Pennsylvania
January 31, 2000



<PAGE>


[Letterhead of Bernhardt, Karlitz, Hayden & DeCruze LLP]

INDEPENDENT AUDITORS' REPORT

To the Partners
BX-7F ASSOCIATES, L.P.
New York, New York

We have audited the accompanying balance sheets of BX-7F Associates, L.P. as of
December 31, 2000 and 1999 and the related statements of operations, partners'
equity, and cash flows for the years then ended. These financial statements are
the responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of BX-7F Associates, L.P. as of
December 31, 2000 and 1999, and the results of its operations and its cash flows
for the years then ended in conformity with generally accepted accounting
principles.

/s/ Bernhardt, Karlitz, Hayden & DeCruze LLP
White Plains, New York
January 26, 2001



<PAGE>
[Letterhead of Bernhardt, Karlitz, Hayden & DeCruze LLP]

INDEPENDENT AUDITORS' REPORT

To the Partners
BX-7F ASSOCIATES, L.P.
New York, New York

We have audited the accompanying balance sheets of BX-7F Associates, L.P. as of
December 31, 1999 and 1998 and the related statements of operations, partners'
equity, and cash flows for the years then ended. These financial statements are
the responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of BX-7F Associates, L.P. as of
December 31, 1999 and 1998, and the results of its operations and its cash flows
for the years then ended in conformity with generally accepted accounting
principles.

/s/ Bernhardt, Karlitz, Hayden & DeCruze LLP
White Plains, New York
January 18, 2000


<PAGE>
[Letterhead of Amilcar Torres Rivera.]

INDEPENDENT AUDITOR'S REPORT

The Partners
Los Angeles Limited Partnership

I have audited the accompanying balance sheets of Los Angeles Limited
Partnership as of December 31, 2000 and 1999, and the related statements of
loss, changes in Partners' capital and cash flows for the years then ended.
These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on my audit.

I conducted my audit in accordance with generally accepted auditing standards
which require that I plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. I believe that my
audit provides a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Los Angeles Limited Partnership. as
of December 31, 2000 and 1999, and the results of its operations and its cash
flows for the years then ended in conformity with generally accepted accounting
principles.

Los Angeles Limited Partnership rent income from subsidies is approximately 86%
of total Partnership revenues. As disclosed in Note 1-A, the actual rent subsidy
contract is due since September 30, 2000 (124 units).

/s/ Amilcar Torres Rivera, CPA Stamp #1652521 of the Puerto Rico Society of
CPA's was affixed to the original.

San Juan, Puerto Rico
January 29, 2001

<PAGE>
[Letterhead of Amilcar Torres Rivera.]

INDEPENDENT AUDITOR'S REPORT

The Partners
Los Angeles Limited Partnership

I have audited the accompanying balance sheets of Los Angeles Limited
Partnership as of December 31, 1999 and 1998, and the related statements of
loss, changes in Partners' capital and cash flows for the years then ended.
These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on my audit.

I conducted my audit in accordance with generally accepted auditing standards
which require that I plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. I believe that my
audit provides a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Los Angeles Limited Partnership. as
of December 31, 1999 and 1998 and the results of its operations and its cash
flows for the years then ended in conformity with generally accepted accounting
principles.

Los Angeles Limited Partnership rent income from subsidies is approximately 86%
of total Partnership revenues. As disclosed in Note 1-A, the actual rent subsidy
contracts are due since July 31, 1999 (82 units) and September 30, 1999 (42
units), respectively.

/s/ Amilcar Torres Rivera, CPA Stamp #1598369 of the Puerto Rico Society of
CPA's was affixed to the original.

San Juan, Puerto Rico
January 28, 2000





<PAGE>
[Letterhead of Toski, Schaefer & Co., P.C.]

INDEPENDENT AUDITOR'S REPORT

The Partners
Christine Apartments, L.P.:

We have audited the accompanying balance sheets of Christine Apartments, L.P. as
of December 31, 2000 and 1999 and the related statements of operations,
partners' equity and cash flows for the years then ended. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing standards
and Government Auditing standards, issued by the Comptroller General of the
United States. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Christine Apartments, L.P. as
of December 31, 2000 and 1999 and the results of its operations, changes in
partners' equity and cash flows for the years then ended, in conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued reports
dated February 9, 2001 on our consideration of the Partnership's internal
control and on its compliance with laws and regulations applicable to the
financial statements. That report is an integral part of an audit performed in
accordance with Government Auditing Standards and should be read in conjunction
with this report in considering the results of our audit.

/s/ Toski, Schaefer & Co., P.C.
Williamsville, New York
February 9, 2001





<PAGE>
[Letterhead of Toski, Schaefer & Co., P.C.]

INDEPENDENT AUDITOR'S REPORT

The Partners
Christine Apartments, L.P.:

We have audited the accompanying balance sheets of Christine Apartments, L.P. as
of December 31, 1999 and 1998 and the related statements of operations,
partners' equity and cash flows for the years then ended. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing standards
and Government Auditing standards, issued by the Comptroller General of the
United States. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Christine Apartments, L.P. as
of December 31, 1999 and 1998 and the results of its operations, changes in
partners' equity and cash flows for the years then ended, in conformity with
generally accepted accounting principles.

In accordance with Government Auditing standards, we have also issued reports
dated February 8, 2000 on our consideration of the Partnership's internal
control and on its compliance with laws and regulations applicable to the
financial statements.

/s/ Toski, Schaefer & Co., P.C.
Williamsville, New York
February 8, 2000



<PAGE>



[Letterhead of Reznick Fedder & Silverman]

INDEPENDENT AUDITORS' REPORT

To the Partners
Plainsboro Housing Partners Limited Partnership

We have audited the accompanying balance sheets of Plainsboro Housing Partners
Limited Partnership as of December 31, 2000 and 1999, and the related statements
of revenue and expenses, changes in partners' equity and cash flows for the
years then ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Plainsboro Housing Partners
Limited Partnership as of December 31, 2000 and 1999, and the results of its
operations, changes in partners' equity and its cash flows for the years then
ended, in conformity with generally accepted accounting principles.

/s/ Reznick Fedder & Silverman
Baltimore, Maryland
January 5, 2001




<PAGE>
[Letterhead of Reznick Fedder & Silverman]

INDEPENDENT AUDITORS' REPORT

To the Partners
Plainsboro Housing Partners Limited Partnership

We have audited the accompanying balance sheets of Plainsboro Housing Partners
Limited Partnership as of December 31, 1999 and 1998, and the related statements
of revenue and expenses, changes in partners' equity and cash flows for the
years then ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Plainsboro Housing Partners
Limited Partnership as of December 31, 1999 and 1998, and the results of its
operations, changes in partners' equity and its cash flows for the years then
ended in conformity with generally accepted accounting principles.

/s/ Reznick Fedder & Silverman
Baltimore, Maryland
January 5, 2000




<PAGE>
[Letterhead of Asher & Company, Ltd.]

Independent Auditors' Report

The Partners
Rolling Green Associates, L.P.
Marlton, New Jersey

We have audited the accompanying balance sheets of Rolling Green Associates,
L.P. (A Limited Partnership) as of December 31, 2000 and 1999 and the related
statements of profit and loss, Partners' capital and cash flows for the year
ended December 31, 2000. These financial statements are the responsibility of
the Partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing standards
and Government Auditing Standards, issued by the Comptroller General of the
United States. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Rolling Green Associates, L.P.
(A Limited Partnership) as of December 31, 2000 and 1999 and the results of its
operations, changes in its Partners' capital, and its cash flows for the year
ended December 31, 2000 in conformity with generally accepted accounting
principles.

Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The accompanying supplementary information is
presented for purposes of additional analysis and is not a required part of the
basic financial statements. Such information has been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.

In accordance with Government Auditing Standards and the Consolidated Audit
Guide for Audits of HUD Programs, issued by the U.S. Department of Housing and
Urban Development, we have also issued a report dated January 17, 2001 on our
consideration of Rolling Green Associates, L.P.'s (A Limited Partnership)
internal control and reports dated January 17, 2001 on its compliance with
specific requirements applicable to its major HUD program and specific
requirements applicable to fair housing and non-discrimination and certain
provisions of laws, regulations, contracts and grants. Those reports are an
integral part of an audit performed in accordance with Government Auditing
Standards and should be read in conjunction with this report in considering the
results of our audit.

/s/ Asher & Company, Ltd.

Philadelphia, Pennsylvania
January 17, 2001
Except for Note G, as to
which the date is February 28, 2001



<PAGE>
[Letterhead of Asher & Company, Ltd.]

Independent Auditors' Report

The Partners
Rolling Green Associates, L.P.
Marlton, New Jersey

We have audited the accompanying balance sheets of Rolling Green Associates,
L.P. (A Limited Partnership) as of December 31, 1999 and 1998 and the related
statements of profit and loss, Partners' capital and cash flows for the year
ended December 31, 1999. These financial statements are the responsibility of
the Partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing standards
and Government Auditing Standards, issued by the Comptroller General of the
United States. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Rolling Green Associates, L.P.
(A Limited Partnership) as of December 31, 1999 and 1998 and the results of its
operations, changes in its Partners' capital, and its cash flows for the year
ended December 31, 1999 in conformity with generally accepted accounting
principles.

Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The accompanying supplementary information is
presented for purposes of additional analysis and is not a required part of the
basic financial statements. Such information has been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.

In accordance with Government Auditing Standards and the Consolidated Audit
Guide for Audits of HUD Programs, issued by the U.S. Department of Housing and
Urban Development, we have also issued a report dated January 27, 2000 on our
consideration of Rolling Green Associates, L.P.'s (A Limited Partnership)
internal control and reports dated January 27, 2000 on its compliance with
specific requirements applicable to its major HUD program and specific
requirements applicable to fair housing and non-discrimination.

/s/ Asher & Company Ltd.
Philadelphia, Pennsylvania
January 27, 2000





<PAGE>


                         INDEPENDENCE TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS



                                     ASSETS

                                                              March 31,
                                                       --------------------
                                                         2001       2000
                                                         ----       -----

Property and equipment - net of accumulated depreciation
  (Notes 2 and 4)                                    $139,037,797  $144,177,016
Cash and cash equivalents (Notes 2 and 10)              1,831,790     2,256,497
Cash held in escrow (Note 5)                            9,043,681     9,140,249
Deferred costs, less accumulated amortization
  (Notes 2 and 6)                                        1,903,527    2,025,646
Other assets                                            2,137,362     1,763,384
                                                    ------------- -------------

   Total assets                                      $153,954,157  $159,362,792
                                                      ===========   ===========


                        LIABILITIES AND PARTNERS' CAPITAL

Liabilities
  Mortgage notes payable (Note 7)                   $  97,310,166 $  92,458,812
  Construction notes payable (Note 7)                           0     6,740,018
  Accounts payable and other liabilities                9,987,305     9,058,332
  Due to local general partners and affiliates (Note 8) 5,622,374     5,821,007
  Due to general partner and affiliates (Note 8)        4,921,723     3,542,200
                                                    ------------- -------------


   Total liabilities                                 117,841,568   117,620,369
                                                      -----------   -----------

Minority interest (Note 2)                              6,226,648     6,412,604
                                                    ------------- -------------

Commitments and contingencies (Notes 8 and 10)

Partners' capital
  Limited partners (76,786 BACs issued and outstanding)30,269,956    35,659,395
  General partner                                       (384,015)      (329,576)
                                                   -------------- -------------

Total partners' capital                                29,885,941    35,329,819
                                                     ------------  ------------

Total liabilities and partners' capital              $153,954,157  $159,362,792
                                                      ===========   ===========

See accompanying notes to consolidated financial statements.



<PAGE>


                         INDEPENDENCE TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                                  Year  Ended  March 31
                                            -----------------------------------

                                                2001           2000        1999
                                            -----------   -----------   -------

Revenues
Rental income                           $19,608,699   $19,685,737   $19,518,095
Other                                     1,132,696     1,100,619     1,007,562
                                        -----------   -----------   -----------
                                         20,741,395    20,786,356    20,525,657
                                         ----------    ----------    ----------

Expenses
General and management                    4,562,706     4,651,071     4,155,900
General and management-related parties
 (Note 8)                                  2,036,822    2,043,369     2,028,254
Repairs and maintenance                   4,417,480     3,982,080     3,730,566
Operating                                 2,117,002     2,087,822     1,950,367
Taxes                                     1,276,023     1,284,332     1,348,556
Insurance                                   704,620       742,869       798,835
Financial, primarily interest             5,335,735     5,611,437     5,701,379
Depreciation and amortization             5,750,137     6,208,243     5,994,458
                                        -----------   -----------   -----------

    Total expenses                       26,200,525    26,611,223    25,708,315
                                         ----------    ----------    ----------

Loss before minority interest           (5,459,130)   (5,824,867)   (5,182,658)

Minority interest in loss of subsidiaries    15,252        20,636        17,208
                                      ------------- ------------- -------------

Net loss                              $ (5,443,878) $ (5,804,231) $ (5,165,450)
                                        ===========   ===========   ===========


Net loss-limited partners             $ (5,389,439) $ (5,746,189)  $(5,113,795)
                                       ===========   ===========    ==========

Number of BACs outstanding                   76,768        76,768        76,768
                                        =========== =============  ============

Net loss per BAC                     $        (70.20)   $   (74.85)  $   (66.61)
                                      ==============  ==========  =============


See accompanying notes to consolidated financial statements.


<PAGE>
<TABLE>
<CAPTION>


                         INDEPENDENCE TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
         CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)

                                                            Limited        General
                                                Total       Partners       Partners
                                                -----       --------       --------

<S>                                         <C>           <C>             <C>
Partners' capital (deficit) - April 1, 1998 $46,299,500   $46,519,379     $(219,879)

Net loss                                     (5,165,450)   (5,113,795)      (51,655)
                                            -----------   -----------     ---------

Partners' capital (deficit) - March 31, 1999 41,134,050    41,405,584      (271,534)

Net loss                                     (5,804,231)   (5,746,189)      (58,042)
                                            -----------   -----------     ---------

Partners' capital (deficit) - March 31, 2000 35,329,819    35,659,395      (329,576)

Net loss                                     (5,443,878)   (5,389,439)      (54,439)
                                            -----------   -----------     ---------

Partners' capital (deficit) - March 31, 2001$29,885,941   $30,269,956     $(384,015)
                                             ==========    ==========      ========

See accompanying notes to consolidated financial statements.

</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                         INDEPENDENCE TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF CASH FLOWS
                 INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

                                                  Year  Ended  March 31,
                                            -----------------------------------
                                               2001         2000          1999
                                               ----         ----          ----
<S>                                         <C>           <C>           <C>
Cash flows from operating activities:
Net loss                                    $(5,443,878)  $(5,804,231)  $(5,165,450)
                                             ----------    ----------    ----------
Adjustments to reconcile net loss to net cash
  provided by operating activities:
Depreciation and amortization                 5,750,137     6,208,243     5,994,458
Minority interest in loss of subsidiaries       (15,252)      (20,636)      (17,208)
(Increase) decrease in assets:
Cash held in escrow                              42,310       (75,072)      141,667
Deferred costs                                        0             0        22,664
Other assets                                   (373,978)      227,393      (147,591)
Increase (decrease) in liabilities:
Accounts payable and other liabilities          928,973     1,476,970       407,656
Due to local general partners and affiliates    (13,254)      (16,445)     (545,499)
Due to general partner and affiliates         1,379,523     1,440,603     1,172,396
                                             ----------    ----------    ----------
Total adjustments                             7,698,459     9,241,056     7,028,543
                                             ----------    ----------    ----------
Net cash provided by operating activities     2,254,581     3,436,825     1,863,093
                                             ----------    ----------    ----------

Cash flows from investing activities:
Acquisition of property and equipment          (437,204)     (375,405)     (237,987)
Decrease (increase) in cash held in escrow       54,258       (19,556)     (598,017)
Decrease in due to local general partners
  and affiliates                               (153,913)     (465,061)     (203,824)
                                            -----------   -----------  ------------
Net cash used in investing activities          (536,859)     (860,022)   (1,039,828)
                                            -----------   -----------    ----------

Cash flows from financing activities:
Increase in deferred costs                      (51,595)     (107,442)     (127,223)
Writeoff of deferred costs                            0       224,045             0
Proceeds from mortgage notes                  6,909,970     5,356,000     2,257,500
Repayment of mortgage notes                  (2,058,616)   (7,333,830)   (3,672,016)
Repayment of construction loan               (6,740,018)            0             0
(Decrease) increase in due to local general partners
  and affiliates                                (31,466)      (72,621)      468,242
Decrease in capitalization of
  consolidated subsidiaries attributable
  to minority interest                         (170,704)     (167,930)     (118,191)
                                            -----------   -----------   -----------
Net cash used in financing activities        (2,142,429)   (2,101,778)   (1,191,688)
                                             ----------    ----------    ----------

Net (decrease) increase in cash and cash equivalents(424,707) 475,025      (368,423)

Cash and cash equivalents at beginning of year 2,256,497    1,781,472     2,149,895
                                              ----------   ----------    ----------

Cash and cash equivalents at end of year    $ 1,831,790   $ 2,256,497   $ 1,781,472
                                             ==========    ==========    ==========

Supplemental disclosure of cash flows information:
Cash paid during the year for interest      $ 4,265,915   $ 4,361,742   $ 4,609,063
                                             ==========    ==========    ==========

Supplemental disclosures of noncash investing and financing activities:
Increase in mortgage notes payable reclassified
  from accounts payable and other liabilities  $      0   $         0    $  47,181

Decrease in mortgage notes payable of $1,350,000 and increase in due to local
  general partners and affiliates of $9,010 as contribution by minority
  interest shareholders                               0             0     1,340,990

Decrease in property and equipment of $400,000 and increase in due to local
  general partners and affiliates of $675,000 as distribution to minority
  interest shareholders                               0             0     1,075,000

See accompanying notes to consolidated financial statements.
</TABLE>



<PAGE>





                         INDEPENDENCE TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2001

NOTE 1 - General


Independence Tax Credit Plus L.P. (the "Partnership"), a Delaware limited
partnership, was organized on November 7, 1990, but had no activity until May
31, 1991 (which date is considered to be inception for financial accounting
purposes) and commenced its public offering on July 1, 1991. The general partner
of the Partnership is Related Independence Associates L.P., a Delaware limited
partnership (the "General Partner").

The Partnership's business is to invest in other partnerships ("Local
Partnerships," "subsidiaries" or "subsidiary partnerships") owning leveraged
Apartment Complexes that are eligible for the low-income housing tax credit
("Tax Credit") enacted in the Tax Reform Act of 1986, some of which complexes
may also be eligible for the historic rehabilitation tax credit.

The Partnership has interests in twenty-eight Local Partnerships as of March 31,
2001.

The Partnership was authorized to issue a total of 200,000 Beneficial Assignment
Certificates ("BACs") which have been registered with the Securities and
Exchange Commission for sale to the public. Each BAC represents all of the
economic and virtually all of the ownership rights attributable to a limited
partnership interest. As of March 31, 2001, the Partnership had raised a total
of $76,786,000 representing 76,786 BACs and no further issuance of BACs is
anticipated.

The terms of the Partnership's Amended and Restated Agreement of Limited
Partnership (the "Partnership Agreement") provide, among other things, that net
profits or losses and distributions of cash flow are, in general, allocated 99%
to the limited partners and BACs holders and 1% to the General Partner.

NOTE 2 - Summary of Significant Accounting Policies

a)  Basis of Accounting

For financial reporting purposes the Partnership's fiscal year ends on March 31.
All subsidiaries have fiscal years ending December 31. Accounts of the
subsidiaries have been adjusted for intercompany transactions from January 1
through March 31. The Partnership's fiscal year ends March 31 in order to allow
adequate time for the subsidiaries financial statements to be prepared and
consolidated. The books and records of the Partnership are maintained on the
accrual basis of accounting, in accordance with U.S. generally accepted
accounting principles ("GAAP").

b)  Basis of Consolidation

The consolidated financial statements include the accounts of the Partnership
and twenty-eight subsidiary partnerships in which the Partnership is a limited
partner. Through the rights of the Partnership and/or an affiliate of the
General Partner, which affiliate has a contractual obligation to act on behalf
of the Partnership, to remove the general partner of the subsidiary local
partnerships and to approve certain major operating and financial decisions, the
Partnership has a controlling financial interest in the subsidiary local
partnerships. All intercompany accounts and transactions with the subsidiary
partnerships have been eliminated in consolidation.

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

Losses attributable to minority interest which exceed the minority interests'
investment in a subsidiary have been charged to the Partnership. Such losses
aggregated approximately $35,000, $31,000 and $27,000 for the years ended March
31, 2001, 2000 and 1999, respectively (the 2000, 1999 and 1998 Fiscal Years,
respectively). The Partnership's investment in each subsidiary is equal to the
respective subsidiary's partners' equity less minority interest capital, if any.
In consolidation, all subsidiary partnership losses are included in the
Partnership's capital account except for losses allocated to minority interest
capital.

c)  Cash and Cash Equivalents

Cash and cash equivalents include cash on hand, cash in banks, and investments
in short-term highly liquid instruments purchased with original maturities of
three months or less.

d)  Property and Equipment

Property and equipment to be held and used are carried at cost which includes
the purchase price, acquisition fees and expenses, construction period interest
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. A loss on impairment of assets is recorded when management estimates
amounts recoverable through future operations and sale of the property on an
undiscounted basis are below depreciated cost. At that time, property
investments themselves are reduced to estimated fair value (generally using
discounted cash flows) when the property is considered to be impaired and the
depreciated cost exceeds estimated fair value.

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

Through March 31, 2001, the Partnership has recorded approximately $500,000 as a
loss on impairment of assets.

e)  Income Taxes

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

f)  Offering Costs

Costs incurred to sell BACs, including brokerage and the nonaccountable expense
allowance, are considered selling and offering expenses. These costs are charged
directly to limited partners' capital.

g)  Loss Contingencies

The Partnership records loss contingencies as a charge to income when
information becomes available which indicates that it is probable that an asset
has been impaired or a liability has been incurred as of the date of the
financial statements and the amount of loss can be reasonably estimated.

h)  Use of Estimates

The preparation of financial statements in conformity with U.S. generally
accepted accounting principles requires management to make estimates and
assumptions that affect certain reported amounts and disclosures. Accordingly,
actual results could differ from those estimates.

i)  Recent Pronouncements

In April 1998, the AICPA issued SOP No. 98-5 "Reporting on the Costs of Start-Up
Activities." SOP No. 98-5, which was adopted April 1, 1999, requires that costs
of start-up activities including organizational costs be expensed as incurred.
In addition, at the time of adoption the unamortizied balance of any previously
deferred organizational costs must be expensed. This adoption resulted in
$618,573 being fully expensed and included in depreciation and amortization on
the consolidated statements for the operations for the year ended March 31,
2000.

NOTE 3 - Fair Value of Financial Instruments

The following methods and assumptions were used to estimate the fair value of
each class of financial instruments (all of which are held for nontrading
purposes) for which it is practicable to estimate that value:

Cash and Cash Equivalents and Cash Held in Escrow
-------------------------------------------------
The carrying amount approximates fair value.

Mortgage Notes Payable
----------------------
The fair value of mortgage notes payable is estimated, where practicable, based
on the borrowing rate currently available for similar loans.
<TABLE>
<CAPTION>

The estimated fair values of the Partnership's mortgage notes payable are as
follows:

                                     March 31, 2001           March 31, 2000
                                 ---------------------       ----------------
                                    Carrying                  Carrying
                                    Amount     Fair Value     Amount     Fair
                                 ------------  ----------   -----------  -----
Value

Mortgage notes payable for which it is:
<S>                                <C>         <C>           <C>          <C>
Practicable to estimate fair value $40,103,008 $35,331,116   $33,458,068  $32,435,549
Not practicable                    $57,207,158           *   $59,000,745            *

*Management believes it is not practical to estimate the fair value of these
mortgage notes payable because mortgage programs with similar characteristics
are not currently available to the Partnerships.

The carrying amount of other financial instruments that require such disclosure
approximates fair value.
</TABLE>


NOTE 4 - Property and Equipment

The components of property and equipment are as follows:

                                                                     Estimated
                                             March 31,              Useful Lives
                                         2001             2000         (Years)
                                         ----             ----         -------


Land                               $    5,692,516   $    5,692,516          -
Building and improvements             174,427,989      174,104,493        15-40
Furniture and fixtures                  2,748,908        2,644,400        3-10
                                   --------------    -------------
                                      182,869,413      182,441,409

Less:  Accumulated depreciation       (43,831,616)     (38,264,393)
                                      -----------      -----------

                                     $139,037,797     $144,177,016
                                      ===========      ===========

Included in property and equipment is approximately $4,500,000 of acquisition
fees paid to the general partner and $1,057,104 of acquisition expenses as of
March 31, 2001 and 2000. In addition, as of March 31, 2001 and 2000, building
and improvements include approximately $4,378,000 of capitalized interest.

In connection with the rehabilitation of the properties, the subsidiary
partnerships have incurred developer's fees of approximately $14,500,000 to the
Local General Partners and affiliates, net of approximately $979,000 earned by
the Partnership. Such fees have been included in the cost of property and
equipment.

Depreciation expense for the years ended March 31, 2001, 2000 and 1999 amounted
to $5,576,423, $5,773,153 and $5,794,508, respectively.

During the years ended March 31, 2001 and 2000, accumulated depreciation of
$9,200 and $44,694, respectively, was written off.

NOTE 5 - Cash Held in Escrow

Cash held in escrow consists of the following:

                                                                March 31,
                                                       ------------------------
                                                         2001           2000
                                                         ----           ----


Purchase price payments*                             $     92,000   $   292,000
Real estate taxes, insurance and other                  4,619,170     4,636,444
Reserve for replacements                                3,690,147     3,544,405
Tenant security deposits                                  642,364       667,400
                                                       ----------    ----------

                                                       $9,043,681    $9,140,249
                                                        =========     =========

*Represents amounts to be paid to seller after completion of properties under
construction and upon meeting specified rental achievement criteria.

NOTE 6 - Deferred Costs

The components of deferred costs and their periods of amortization are as
follows:

                                               March 31,
                                          2001            2000         Period
                                          ----            ----         ------


Financing expenses                     $2,936,095       $2,981,958          *
Less:  Accumulated amortization        (1,032,568)        (956,312)
                                       ----------       ----------

                                       $1,903,527       $2,025,646
                                        =========        =========
*Over the life of the related mortgages.

Amortization expense for the years ended March 31, 2001, 2000 and 1999 amounted
to $173,714, $435,090 and $199,950, respectively.

During the years ended March 31, 2001 and 2000, deferred costs of $97,459and
$1,229,035 and accumulated amortization of $97,459 and $1,004,990 were written
off.

NOTE 7 - Mortgage and Construction Notes Payable

The mortgage and construction notes are payable in aggregate monthly
installments of approximately $552,000, including principal and interest at
rates varying from 0% to 10.29% per annum, through the year 2048. Each
subsidiary partnership's mortgage or construction note payable is collateralized
by the land and buildings of the respective subsidiary partnership, the
assignment of certain subsidiary partnership's rents and leases, and is without
further recourse.

Certain mortgage notes with balances aggregating $10,754,705 and $9,946,411 at
December 31, 2000 and 1999, respectively, which bear interest at rates ranging
from 8.5% to 9% per annum, were eligible for interest rate subsidies.
Accordingly, the subsidiary partnerships paid only that portion of the monthly
payments that would be required if the interest rate was 1% and the balance was
subsidized under Sections 236 and 551(b) of the National Housing Act.

Annual principal payment requirements, as of March 31, 2001, for each of the
next five fiscal years and thereafter, are as follows:

Fiscal Year Ending                      Amount

2001                               $  7,757,529
2002                                  2,529,393
2003                                  2,685,657
2004                                  2,845,465
2005                                  3,075,092
Thereafter                           78,417,030
                                     ----------
                                   $97,310,166
                                   ===========

The mortgage agreements require monthly deposits to replacement reserves of
approximately $48,000 and monthly deposits to escrow accounts for real estate
taxes, hazard and mortgage insurance and other (Note 5).

P.S. 157 Associates, L.P. ("P.S. 157")
--------------------------------------
On March 14, 2000, P.S. 157 refinanced its construction loans and converted them
into three permanent mortgage loans. The first loan, with a principal balance of
$1,834,000, bears interest at 7.97% and requires monthly payments of principal
and interest through maturity on March 1, 2015. The second loan, with a
principal balance of $2,838,070, bears interest at 1% and requires monthly
payments of principal and interest for the first 15 years; principal and
interest at 6.875% payable monthly for 1 year and then, principal and interest
at .113% payable monthly through maturity on March 1, 2030. The third loan, with
a principal balance of $2,217,900, bears interest at 1% with no payments due
until April 1, 2016. The construction loan in the amount of $6,740,018 was paid
off.

On November 5, 1999, Homestead Apartments Associates, Ltd. ("Homestead I")
refinanced its 9% first mortgage loan. The new loan, with a principal balance of
$2,668,000, bears interest at 7% and requires monthly payments of interest only
through maturity on November 5, 2001. Monthly escrow deposits for taxes are
required. Homestead I has the right to extend the maturity date to November 5,
2010 upon satisfaction of certain conditions. The existing first mortgage of
$2,667,927 was paid off.

On November 5, 1999, Homestead Apartments Associates II, Ltd. ("Homestead II")
refinanced its 9% mortgage loan. The new loan, with a principal balance of
$2,678,000, bears interest at 7% and requires monthly payments of interest only
through maturity on November 5, 2001. Monthly escrow deposits for taxes are
required and Homestead II is subject to restrictions on distributions to the
general partner. Homestead II has the right to extend the maturity date to
November 5, 2010 upon satisfaction of certain conditions. The existing first
mortgage of $2,677,489 was paid off.

NOTE 8 - Related Party Transactions

An affiliate of the General Partner, Independence SLP L.P., has either a 0.1% or
1% interest as a special limited partner in each of the Local Partnerships. An
affiliate of the General Partner also has a minority interest in certain Local
Partnerships.

A)  Other Related Party Expenses

The General Partner and its affiliates perform services for the Partnership. The
costs incurred for the years ended March 31, 2001, 2000 and 1999 were as
follows:

                                               Year  Ended  March 31,
                                       ---------------------------------------
                                          2001            2000         1999
                                          ---------------------------------

Partnership management fees (i)       $    880,000  $    880,000  $    880,000
Expense reimbursement (ii)                 148,577       137,662       142,194
Local administrative fee (iv)               63,000        79,000        72,000
                                      ------------    ----------    ----------
Total general and administrative-
  General Partner                        1,091,577     1,096,662     1,094,194
                                        ----------     ---------     ---------

Property management fees incurred to
  affiliates of the subsidiary partnerships'
  general partners (iii)                   945,245       946,707       933,974
                                       -----------    ----------    ----------
Total general and administrative-
  related parties                      $ 2,036,822    $2,043,369    $2,028,168
                                         ==========     =========     =========


(i) The General Partner is entitled to receive a partnership management fee,
after payment of all partnership expenses, which together with the local annual
administrative fees will not exceed a maximum of 0.5% per annum of invested
assets (as defined in the Partnership Agreement), for administering the affairs
of the Partnership. Subject to the foregoing limitation, the partnership
management fee will be determined by the General Partner in its sole discretion
based upon its review of the Partnership's investments. Unpaid partnership
management fees for any year have been, and will continue to be, accrued without
interest and will be payable only to the extent of available funds after the
Partnership has made distributions to the limited partners 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 Partner amounting to
approximately $3,179,000 and $2,299,000 were accrued and unpaid as of March 31,
2001 and 2000, respectively.

(ii) The Partnership reimburses the General Partner and its affiliates for
actual Partnership operating expenses incurred by the General Partner and its
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 Partner performs asset monitoring for the Partnership.
These services include site visits and evaluations of the subsidiary
partnerships' performance.

(iii) Property management fees incurred to affiliates of the subsidiary
partnerships amounted to $945,245, $946,707 and $933,974 for the 2000, 1999 and
1998 Fiscal Years, respectively.

(iv) Independence SLP L.P. is entitled to receive a local  administrative fee of
up to $2,500 per year from each subsidiary partnership.


<PAGE>



B)  Due to Local General Partners and Affiliates

Due to local general partners and affiliates consists of the following:

                                                              March 31,
                                                     ------------------------
                                                        2001        2000
                                                        ----        ----


Development deficit advances                        $     50,000  $     50,000
Operating advances (i)                                 1,543,425     1,527,807
Development fee payable                                2,400,534     2,554,447
Long-term notes payable (ii)                           1,132,106     1,163,572
Management and other fees                                496,309       525,181
                                                      ----------    ----------

                                                      $5,622,374    $5,821,007
                                                       =========     =========

(i)  Operating advances include the following loans:

Creative Choice Homes II Ltd.                        $        0  $     59,700
------------------------------
This loan is noninterest bearing and
is payable from cash flow of the project
with the approval of HUD.

Christine Apartments, L.P.                           $   161,100   $   116,100
--------------------------
This  loan  is  noninterest  bearing
and  has no set
repayment terms.

(ii)   Long-term   notes   payable   consist  of  the
following:

Creative Choice Homes II, LTD.                       $   500,000   $   500,000
------------------------------
This note  bears  interest  at 12%  payable  monthly.
Principal  on the loan is due and  payable in full on
December 31, 2009.

Plainsboro Housing Partners, L.P.                    $   632,106   $   663,572
---------------------------------
This  loan  accrues  interest  at a rate of 7.34% per
annum on the  outstanding  principal  balance  for 20
years.   Repayment  of  the  principal  and  interest
shall  be made  from  net  cash  flow  to the  extent
available   pursuant  to  the  promissory  note.  All
accrued  interest and  principal are due in a balloon
payment in December 2012.

Interest expense incurred on such long-term notes payable amounted to
approximately $108,000, $107,000 and $113,000 for the 2000, 1999 and 1998 Fiscal
Years, respectively.

C)  Other

Pursuant to the Partnership Agreement and the Local Partnership Agreements,  the
General  Partner  and  Independence  SLP L.P.  received  their pro rata share of
profits, losses and tax credits.

NOTE 9 - Income Taxes

A reconciliation of the financial statements net loss to the income tax loss for
the Partnership and its consolidated subsidiaries follows:

                                                  Year  Ended  December 31,
                                            -----------------------------------
                                               2000           1999         1998
                                               ----           ----         ----

Financial statement net loss            $(5,443,878)  $(5,804,231)  $(5,165,450)

Differences   between   depreciation   and
amortization    expense    recorded    for
financial   reporting   purposes  and  the
accelerated     cost    recovery    system
utilized for income tax purposes        (2,113,459)   (1,392,656)   (1,006,466)

Differences resulting from parent company having a different fiscal year for
income tax and financial reporting
purposes                                    (83,865)       58,644       274,161

Other                                       (72,707)      209,033       362,544
                                        ------------    ----------   -----------

Net  loss  as  shown  on  the  income  tax
return for the calendar year ended      $(7,713,909)  $(6,929,210)  $(5,535,211)
                                         ==========    ==========    ==========

NOTE 10 - Commitments and Contingencies

Los Angeles Limited Partnership
-------------------------------

The Local Partnership is a defendant in a civil action. The Local Partnership
intends to vigorously defend this action which is considered groundless. The
ultimate resolution of this matter is not ascertainable at this time. No
provision has been made in the financial statements related to this claim. The
Local Partnership has referred this matter to its liability insurance company
and believes that most if not all of the claim which might be asserted would be
covered by the applicable insurance.

Old Public Limited Partnership
------------------------------

Old Public Limited Partnership (the "Debtor") originally filed its bankruptcy
case in the United States Bankruptcy Court for the Southern District of New York
on November 17, 1998. The case was transferred to the United States Bankruptcy
Court for the Middle District of Tennessee, Columbia Division before Judge
George Paine, presiding as the result of a venue motion filed by the First
National Bank of Pulaski, Tennessee, the sole secured creditor of the Debtor
(the "Bank"). On or about February 9, 2001, the United States Bankruptcy Court
for the Middle District of Tennessee entered a final decree closing the Old
Public bankruptcy case. As of March 31, 2001, Old Public owes the Partnership
approximately $594,000.

a)  Uninsured Cash and Cash Equivalents

The Partnership maintains its cash and cash equivalents in various banks.
Accounts at each bank are guaranteed by the Federal Deposit Insurance
Corporation up to $100,000. As of March 31, 2001, uninsured cash and cash
equivalents approximated $881,000.

b)  Other

The Partnership is subject to the 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 21%
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 owner's equity contribution.
The Partnership cannot sell or substantially liquidate its investments in
subsidiary partnerships during the period that the subsidy agreements are in
existence, without HUD's approval. Furthermore, there may not be market demand
for apartments at full market rents when the rental assistance contracts expire.

The Partnership and BACs holders began to recognize Housing Tax Credits with
respect to a Property when the Credit Period for such Property commenced.
Because of the time required for the acquisition, completion and rent-up of
Properties, the amount of Tax Credits per BAC gradually increased over the first
three years of the Partnership. Housing Tax Credits not recognized in the first
three years will be recognized in the 11th through 13th years. The Partnership
generated $11,986,066, $11,986,066 and $11,979,284 Housing Tax Credits during
the 2000, 1999 and 1998 tax years, respectively.


<PAGE>



Item  9.  Changes  in and  Disagreements  with  Accountants  on  Accounting  and
Financial Disclosure.

None

                                    PART III

Item 10.  Directors and Executive Officers of the Registrant.

The Partnership has no directors or executive officers. The Partnership's
affairs are managed and controlled by the General Partner. Certain information
concerning the directors and executive officers of Related Independence
Associates Inc. ("RIAI"), the sole general partner of Related Independence
Associates L.P., the General Partner, is set forth below.

Name                                Position
----                                --------

Stephen M. Ross                     Director

Michael Brenner                     President

Alan P. Hirmes                      Senior Vice President

Stuart J. Boesky                    Senior Vice President

Marc D. Schnitzer                   Vice President

Denise L. Kiley                     Vice President

Glenn F. Hopps                      Treasurer

Teresa Wicelinski                   Secretary

STEPHEN M. ROSS, 61, is also President,  Director and shareholder of The Related
Realty  Group,  Inc.,  the  General  Partner of The Related  Companies,  L.P. He
graduated from the University of Michigan School of Business Administration with
a Bachelor of Science degree and from Wayne State University  School of Law with
a Juris  Doctor  degree.  Mr.  Ross than  received  a Master  of Laws  degree in
taxation from New York  University  School of Law. He joined the accounting firm
of Coopers & Lybrand in Detroit as a tax specialist and later moved to New York,
where he worked for two large Wall Street investment banking firms in their real
estate and corporate finance departments. Mr. Ross formed the predecessor of The
Related  Companies,  L.P.  in 1972  to  develop,  manage,  finance  and  acquire
subsidized and conventional apartment developments.  Mr. Ross also serves on the
Board of Trustees of Charter Municipal Mortgage Acceptance Company.

MICHAEL BRENNER, 55, is a Director of Aegis, and is the Executive Vice President
and Chief Financial Officer of TRCLP. Prior to joining TRCLP in 1996, Mr.
Brenner was a partner with Coopers & Lybrand, having served as managing partner
of its Industry Programs and Client Satisfaction initiatives from 1993-1996,
managing partner of the Detroit group of offices from 1986-1993 and the Chairman
of its National Real Estate Industry Group from 1984-1986. Mr. Brenner graduated
summa cum laude from the University of Detroit with a Bachelors degree in
Business Administration and from the University of Michigan with a Masters of
Business Administration, with distinction. Mr. Brenner also serves on the Board
of Trustees of Charter Municipal Mortgage Acceptance Company and Aegis Realty,
Inc.

ALAN P. HIRMES,  46, has been a Certified  Public  Accountant  in New York since
1978.  Prior to joining  Capital in October  1983,  Mr.  Hirmes was  employed by
Weiner & Co., Certified Public Accountants.  Mr. Hirmes is also a Vice President
of Capital. Mr. Hirmes graduated from Hofstra University with a Bachelor of Arts
degree.  Mr. Hirmes also serves on the Board of Directors of Aegis Realty,  Inc.
and Charter Municipal Mortgage Acceptance Company.

STUART J. BOESKY, 45, practiced real estate and tax law in New York City with
the law firm of Shipley & Rothstein from 1984 until February 1986 when he joined
Capital. From 1983 to 1984, Mr. Boesky practiced law with the Boston law firm of
Kaye Fialkow Richard & Rothstein (which subsequently merged with Strook & Strook
& Lavan) and from 1978 to 1980 was a consultant specializing in real estate at
the accounting firm of Laventhol & Horwath. Mr. Boesky graduated from Michigan
State University with a Bachelor of Arts degree and from Wayne State School of
Law with a Juris Doctor degree. He then received a Master of Laws degree in
Taxation from Boston University School of Law. Mr. Boesky also serves on the
Board of Directors of Aegis Realty, Inc., Charter Municipal Acceptance Company
and American Mortgage Acceptance Company.

MARC D. SCHNITZER, 40, is responsible both for financial restructurings of real
estate properties and directing Capital's acquisitions of properties generating
Housing Tax Credits. Mr. Schnitzer received a Masters of Business Administration
from The Wharton School of the University of Pennsylvania in December 1987
before joining Related in January 1988. From 1983 to January 1986, he was a
financial analyst for the First Boston Corporation in New York. Mr. Schnitzer
graduated summa cum laude with a Bachelor of Science in Business Administration
from the School of Management at Boston University in May 1983.

DENISE L. KILEY,  41, is responsible  for overseeing the due diligence and asset
management of all multifamily  residential  properties invested in RCC sponsored
corporate, public and private equity and debt funds. Prior to joining Related in
1990,  Ms.  Kiley  had  experience  acquiring,   financing  and  asset  managing
multifamily residential properties. From 1981-1985 she was an auditor with Price
Waterhouse.  Ms.  Kiley  holds a Bachelor of Science in  Accounting  from Boston
College.

GLENN F. HOPPS, 38, was employed,  prior to joining Related in December 1, 1990,
by Mark Shron & Company and Weissbarth,  Altman and Michaelson  certified public
accountants. Mr. Hopps graduated from New York State University at Albany with a
Bachelor of Science Degree in Accounting

TERESA WICELINSKI, 35, joined Related in June 1992, and prior to that date was
employed by Friedman, Alpren & Green, certified public accountants. Ms.
Wicelinski graduated from Pace University with a Bachelor of Arts Degree in
Accounting.



<PAGE>


Item 11.  Executive Compensation.

The Partnership has no officers or directors. The Partnership does not pay or
accrue any fees, salaries or other forms of compensation to directors or
officers of the general partner of the General Partner for their services. Under
the terms of the Partnership Agreement, the General Partner and its affiliates
are entitled to receive compensation from the Partnership in consideration of
certain services rendered to the Partnership by such parties. In addition, the
General Partner is entitled to 1% of all cash distributions and Tax Credit
allocations and a subordinated 15% interest in Net Sales or Refinancings
Proceeds. See Note 8 to the Financial Statements in Item 8 above for a
presentation of the types and amounts of compensation paid to the General
Partner and its affiliates, which is incorporated herein by reference thereto.

Tabular information concerning salaries, bonuses and other types of compensation
payable to executive officers has not been included in this annual report. As
noted above, the Partnership has no executive officers. The levels of
compensation payable to the General Partner and/or its affiliates is limited by
the terms of the Partnership Agreement and may not be increased therefrom on a
discretionary basis.

Item 12.  Security Ownership of Certain Beneficial Owners and Management.

                    Name and Address of     Amount and Nature of     Percentage
Title of Class      Beneficial Ownership    Beneficial Ownership       of Class
--------------      --------------------    --------------------         -----


General Partnership Related Independence    $1,000 capital contribution    100%
Interest in the     Associates L.P.         -directly owned
Partnership         625 Madison Avenue
                    New York, NY 10022

Independence SLP L.P., a limited partnership whose general partner is the
General Partner of the Partnership and which acts as the special limited partner
of each Local Partnership, holds either a 0.1% or 1% limited partnership
interest in each Local Partnership. See Note 8 to the Financial Statements in
Item 8 above, which information is incorporated herein by reference thereto.

Except as set forth in the table below, no person is known by the Partnership to
be the beneficial owner of more than 5% of the Limited Partnership Interests and
neither the Related General Partner nor any director or executive officer of the
Related General Partner owns any Limited Partnership Interests. The following
table sets forth the number of BACs beneficially owned, as of June 1, 2001, by
(i) each BACs holder known to the Partnership to be a beneficial owner of more
than 5% of the BACs, (ii) each director and executive officer of the general
partner of the Related General Partner and (iii) the directors and executive
officers of the general partner of the Related General Partner as a group.
Unless otherwise noted, all BACs are owned directly with sole voting and
dispositive powers.

                                      Amount and Nature of
Name of Beneficial Owner (1)          Beneficial Ownership    Percent of Class
------------------------              --------------------      --------------

Lehigh Tax Credit Partners, Inc.      6,846.30 (2) (3)                    8.9%

J. Michael Fried                      6,846.30 (2) (3) (4)                8.9%

Alan P. Hirmes                        6,846.30 (2) (3) (4)                8.9%

Stuart J. Boesky                      6,846.30 (2) (3) (4)                8.9%

Stephen M. Ross                       -                                     -

Michael Brenner                       -                                     -

Marc D. Schnitzer                     6,846.30 (2) (3) (4)                8.9%

Denise L. Kiley                       6,846.30 (2) (3) (4)                8.9%

Glenn F. Hopps                        -                                     -

Teresa Wicelinski                     -                                     -


All directors and executive officers  6,846.30 (2) (3) (4)                8.9%
of the general partner of the
Related General Partner as a group
(ten persons)

(1) The address for each of the persons in the table is 625 Madison Avenue, New
York, New York 10022.

(2) As set forth in Schedule 13D filed by Lehigh Tax Credit Partners L.L.C.
("Lehigh I") and Lehigh Tax Credit Partners, Inc., (the "Managing Member") on
June 10, 1997 with the Securities and Exchange Commission (the "Commission") and
pursuant to a letter agreement dated May 28, 1997 among the Partnership, Lehigh
I and the Related General Partner (the "Standstill Agreement"), Lehigh I agreed
that, prior to May 28, 2007 (the "Standstill Expiration Date"), it will not and
it will cause certain affiliates including (Lehigh II) not to (i) acquire,
attempt to acquire or make a proposal to acquire, directly or indirectly, more
than 45% (including BACs acquired through all other means) of the outstanding
BACs, (ii) seek to propose to enter into, directly or indirectly, any merger,
consolidation, business combination, sale or acquisition of assets, liquidation,
dissolution or other similar transaction involving the Partnership, (iii) make,
or in any way participate, directly or indirectly, in any "solicitation" of
"proxies" or "consents" (as such terms are used in the proxy rules of the
Commission) to vote any voting securities of the Partnership, (iv) form, join or
otherwise participate in a "group" (within the meaning of Section 13 (d)(3) of
the Securities and Exchange Act of 1934) with respect to any voting securities
of the Partnership, except those affiliates bound by the Standstill Agreement
will not be deemed to have violated it and formed a "group" solely by acting in
accordance with the Standstill Agreement, (v) disclose in writing to any third
party any intention, plan or arrangement inconsistent with the terms of the
Standstill Agreement, or (vi) loan money to, advise, assist or encourage any
person in connection with any action inconsistent with the terms of the
Standstill Agreement. In addition, Lehigh I agreed that until the Standstill
Expiration Date it will not sell any BACs acquired by it unless the buyer of
such BACs agrees to be bound by the Standstill Agreement; provided, however,
Lehigh I may make transfers in the secondary market to any purchaser which
represents that following such sale it will not own three (3%) percent or more
of the BACs outstanding. By the terms of the Standstill Agreement, Lehigh I also
agreed to vote its BACs in the same manner as a majority of all voting BACs
holders; provided, however, Lehigh I is entitled to vote its BACs as it
determines with regard to any proposal (i) to remove the Related General Partner
as a general partner of the Partnership or (ii) concerning the reduction of any
fees, profits, distributions or allocations for the benefit of the Related
General Partner or its affiliates. The addresses of each of the Partnership,
Lehigh I and the Related General Partner is 625 Madison Avenue, New York, New
York 10022.

(3) All of such BACs represent BACs owned directly by Lehigh, I and Lehigh Tax
Credit Partners II, L.L.C. ("Lehigh II") for which the Managing Member serves as
managing member. As of June 1, 2001, Lehigh I held 3,410.65 BACs and Lehigh II
held 3,435.65 BACs.

(4) Each such party serves as a director and executive officer of the Managing
Member and owns an equity interest therein except J. Michael Fried who owns only
an economic interest.

Item 13.  Certain Relationships and Related Transactions.

The Partnership has and will continue to have certain relationships with the
General Partner and its affiliates, as discussed in Item 11 and also Note 8 to
the Financial Statements in Item 8 above, which is incorporated herein by
reference. However, there have been no direct financial transactions between the
Partnership and the directors and officers of the general partner of the General
Partner.



<PAGE>


                                     PART IV

Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
                                                                     Sequential
                                                                        Page
                                                                     ----------

(a) 1.   Financial Statements

         Independent Auditors' Report                                         15

         Consolidated Balance Sheets at March 31, 2001 and 2000               77

         Consolidated  Statements  of  Operations  for the Years  Ended
         March 31, 2001, 2000 and 1999                                        78

         Consolidated   Statements  of  Changes  in  Partners'  Capital
         (Deficit) for the Years Ended March 31, 2001, 2000 and 1999          79

         Consolidated  Statements  of Cash  Flows for the  Years  Ended
         March 31, 2001, 2000 and 1999                                        80

         Notes to Consolidated Financial Statements                           82

(a) 2.   Consolidated Financial Statement Schedules
         -----------------------------------------

         Independent Auditors' Report                                        102

         Schedule I- Condensed Financial Information of Registrant           103

         Schedule III - Real Estate and Accumulated Depreciation             106

(a) 3.   Exhibits
         -------

(3A)     Form  of   Amended   and   Restated   Agreement   of   Limited
         Partnership  of  Independence  Tax Credit Plus L.P.,  attached
         to the Prospectus as Exhibit A*

(3B)     Amended and Restated  Certificate  of Limited  Partnership  of
         Independence Tax Credit Plus L.P.*

(10A)    Form of Subscription  Agreement  attached to the Prospectus as
         Exhibit B*

(10B)    Form  of  Purchase  and  Sales  Agreement  pertaining  to  the
         Partnership's acquisition of Local Partnership Interests*

(10C)    Form  of   Amended   and   Restated   Agreement   of   Limited
         Partnership of Local Partnerships*

(21)     Subsidiaries of the Registrant                                       99

         *Incorporated  herein as an exhibit by  reference  to exhibits
         filed with  Pre-Effective  Amendment No. 1 to the Independence
         Tax  Credit  Plus  L.P.  Registration  Statement  on Form S-11
         (Registration No. 33-37704)

(b)      Reports on Form 8-K
         -------------------

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



<PAGE>



Item 14.  Exhibits,  Financial  Statement  Schedules,  and  Reports on Form 8-K.
(continued)


                                                                Jurisdiction
(c)      Subsidiaries of the Registrant (Exhibit 21)            of Organization
         ------------------------------                         --------------

         Harbor Court Limited Partnership                                  NY
         Old Public Limited Partnership                                    TN
         Lancaster Terrace Limited Partnership                             OR
         655 North Street Limited Partnership                              LA
         Landreth Venture                                                  PA
         Homestead Apartments Associates Ltd.                              FL
         Bethel Villa Associates, L.P.                                     DE
         West Diamond Street Associates                                    PA
         Susquehanna Partners                                              PA
         Boston Bay Limited Partnership                                    MA
         Morrant Bay Limited Partnership                                   MA
         Hope Bay Limited Partnership                                      MA
         Lares Apartments Limited Partnership                              PR
         Lajas Apartments Limited Partnership                              PR
         Arlington-Rodeo Properties                                        CA
         Conifer Bateman Associates                                        NY
         Hampden Hall Associates, L.P.                                     MO
         Chester Renaissance Associates                                    PA
         Homestead Apartments II, LTD.                                     FL
         P.S. 157 Associates, L.P.                                         NY
         Cloisters Limited Partnership II                                  PA
         Creative Choice Homes II, LTD.                                    FL
         Milford Crossing Associates L.P.                                  DE
         BX-7F Associates, L.P.                                            NY
         Los Angeles Limited Partnership                                   PR
         Christine Apartments, L.P.                                        NY
         Plainsboro Housing Partners, L.P.                                 NJ
         Rolling Green Associates, L.P.                                    NY

(d)      Not applicable



<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.


                        INDEPENDENCE TAX CREDIT PLUS L.P.
                                  (Registrant)



                               By:  RELATED INDEPENDENCE ASSOCIATES L.P.,
                                    its General Partner


                               By:  RELATED INDEPENDENCE ASSOCIATES INC.,
                                    a General Partner



Date:  June 13, 2001                By: /s/ Michael Brenner
                                        -------------------
                                        Michael Brenner
                                        President and Chief Executive Officer
                                        (Principal Executive Officer)



<PAGE>


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated:


            Signature                      Title                  Date
---------------------------        -------------------        -------------

                           President and Chief Executive Officer
/s/ Michael Brenner        (principal executive officer)
-------------------
Michael Brenner            of Related Independence Associates Inc. June 13, 2001


                           Senior Vice President
/s/ Alan P. Hirmes        (principal financial officer)
------------------
Alan P. Hirmes             of Related Independence Associates Inc. June 13, 2001


                             Treasurer
/s/ Glenn F. Hopps           (principal accounting officer) of
------------------
Glenn F. Hopps               Related Independence Associates Inc.June 13, 2001



/s/ Stephen M. Ross          Director of
-------------------
Stephen M. Ross              Related Independence Associates Inc.June 13, 2001



<PAGE>


                          INDEPENDENT AUDITORS' REPORT
                          ----------------------------



To the Partners of
Independence Tax Credit Plus L.P. and Subsidiaries
(A Delaware Limited Partnership)



In connection with our audits of the consolidated financial statements of
Independence Tax Credit Plus L.P. and Subsidiaries (A Delaware Limited
Partnership) included in the Form 10-K as presented in our opinion dated June
12, 2001 on page 15, and based on the reports of other auditors, we have also
audited supporting Schedule I for the 2000, 1999 and 1998 Fiscal Years and
Schedule III at March 31, 2001. In our opinion, and based upon the reports of
the other auditors, these consolidated schedules present fairly, when read in
conjunction with the related consolidated financial statements, the financial
data required to be set forth therein.



TRIEN ROSENBERG ROSENBERG
WEINBERG CIULLO & FAZZARI LLP


New York, New York
June 12, 2001



<PAGE>


                         INDEPENDENCE TAX CREDIT PLUS L.P.
                                    SCHEDULE I
                   CONDENSED FINANCIAL INFORMATION OF REGISTRANT
               (NOT INCLUDING CONSOLIDATED SUBSIDIARY PARTNERSHIPS)









                            CONDENSED BALANCE SHEETS


                                     ASSETS

                                                                 March 31,
                                                          ---------------------
                                                             2001       2000

Cash and cash equivalents                           $     332,284$       17,570
Advances and investment in subsidiary partnerships     34,728,417    38,904,862
Cash held in escrow                                        92,000       292,000
Other assets                                              116,299       131,800
                                                     ------------   -----------

Total assets                                          $35,269,000   $39,346,232
                                                       ==========    ==========


                        LIABILITIES AND PARTNERS' CAPITAL


Other liabilities                                  $       13,779$       60,360
Due to general partners and affiliates                  4,568,859     3,226,368
                                                      -----------   -----------

Total liabilities                                       4,582,638     3,286,728

Partners' capital**                                    30,686,362    36,059,504
                                                      ----------    ----------

Total liabilities and partners' capital               $35,269,000   $39,346,232
                                                       ==========    ==========



Investments in subsidiary partnerships are recorded in accordance with the
equity method of accounting, wherein the investments are not reduced below zero.
Accordingly, partners' capital on the consolidated balance sheet will differ
from partners' capital shown above.

**Condensed partners' capital includes $694,270 and $729,865 of related party
income at March 31, 2001 and 2000, respectively.



<PAGE>


                         INDEPENDENCE TAX CREDIT PLUS L.P.
                                    SCHEDULE I
                   CONDENSED FINANCIAL INFORMATION OF REGISTRANT
               (NOT INCLUDING CONSOLIDATED SUBSIDIARY PARTNERSHIPS)







                       CONDENSED STATEMENTS OF OPERATIONS

                                                  Year  Ended  March 31,
                                            -----------------------------------
                                                2001          2000        1999

Revenues                               $    103,969$        8,421$        8,948
                                        ----------- ------------- -------------

Expenses

Administrative and management               141,644       242,889       294,373
Administrative and management-
 related parties                          1,028,577     1,017,662     1,022,194
                                         ----------    ----------    ----------

Total expenses                            1,170,221     1,260,551     1,316,567
                                         ----------    ----------    ----------

Loss from operations                     (1,066,252)   (1,252,130)   (1,307,619)

Equity in loss of subsidiary partnerships(4,306,890)   (4,587,696)   (3,893,426)
                                         ----------    ----------    ----------

Net loss                                $(5,373,142)  $(5,839,826)  $(5,201,045)
                                         ==========    ==========    ==========



<PAGE>


                         INDEPENDENCE TAX CREDIT PLUS L.P.
                                    SCHEDULE I
                   CONDENSED FINANCIAL INFORMATION OF REGISTRANT
               (NOT INCLUDING CONSOLIDATED SUBSIDIARY PARTNERSHIPS)


                       CONDENSED STATEMENTS OF CASH FLOWS

                                                  Year  Ended  March 31,
                                            -----------------------------------
                                               2001          2000        1999


Cash flows from operating activities:

Net loss                                $(5,373,142)  $(5,839,826)  $(5,201,045)
                                          ----------    ----------    ----------

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

Equity in loss of subsidiary partnerships 4,306,890     4,587,696     3,893,426
(Decrease) increase in other liabilities    (46,581)       (8,503)       66,560
Increase in due to general partner
  and affiliates                          1,342,491     1,447,204     1,138,947
                                         ----------    ----------    ----------

Total adjustments                         5,602,800     6,026,397     5,098,933
                                         ----------    ----------    ----------

Net cash provided by (used in) operating
  activities                                229,658       186,571      (102,112)
                                        -----------   -----------    ----------

Cash flows from investing activities:

Decrease in cash
  held in escrow-purchase price payments     200,000         4,700        63,000
Decrease (increase) in other assets          15,501             0          (414)
Investment in subsidiary partnerships      (200,000)       (4,700)      (63,000)
Distributions from subsidiary partnerships  288,119        33,844        66,408
Advances to subsidiary partnerships        (218,564)     (223,842)      (62,330)
                                        -----------    ----------    ----------

Net cash provided by (used in)
  investing activities                       85,056      (189,998)        3,664
                                        ------------    ----------    ----------

Net increase (decrease) in cash
 and cash equivalents                           314,714    (3,427)      (98,448)

Cash and cash equivalents, beginning of year    17,570      20,997      119,445
                                            ------------ ------------  ---------

Cash and cash equivalents, end of year   $   332,284 $     17,570$       20,997
                                            ===========  ============ =========



<PAGE>




                  INDEPENDENCE TAX CREDIT PLUS L.P.
                           AND SUBSIDIARIES
                             SCHEDULE III
               REAL ESTATE AND ACCUMULATED DEPRECIATION
              Partnership Property Pledged as Collateral
                            MARCH 31, 2001


<TABLE>

<CAPTION>


                                                                                     Cost Capitalized
                                                          Initial Cost to Partnership   Subsequent to
                                                          --------------------------
                                                                       Buildings and    Acqusition:
           Description                         Encumbrances    Land     Improvements   Improvements
---------------------------------------------  ------------    ----     ------------   ------------



Apartment Complexes

Harbor Court Limited Partnership
<S>                                              <C>          <C>        <C>             <C>
  Staten Island, NY                              $      0     $ 137,450  $ 1,007,966     $ 69,289
Old Public Limited Partnership
  Lawrenceburg, TN                                 499,355      10,000     1,713,310     74,504
Lancaster Terrace Limited Partnership
  Salem, OR                                      1,610,850     161,269     3,679,601     40,470
655 North Street Limited Partnership
  Baton Rouge, LA                                4,402,345     125,500      3,040,980  5,617,173
Landreth Venture
  Philadelphia, PA                               3,344,190       1,761      5,903,337     34,388
Homestead Apartments Associates Ltd.
  Homestead, FL                                  3,511,000     329,402           0      5,943,165
Bethel Villa Associates, L.P.
  Wilmington, DE                                 5,200,249     270,000   5,969,354      3,112,416
West Diamond Street Associates
  Philadelphia, PA                              1,576,000      30,829    3,444,649    (1,025,162)
Susquehanna Partners
  Philadelphia, PA                              1,844,276      16,000           0      3,993,864
Boston Bay Limited Partnership
  Boston, MA                                    2,918,848     440,000      4,143,758    663,872
Morrant Bay Limited Partnership
  Boston, MA                                     4,378,170     650,000      5,522,250    995,796
Hope Bay Limited Partnership
  Boston, MA                                     1,384,526     225,000       1,435,185    531,590
Lares Apartments Limited Partnership
  Lares, PR                                      4,463,902     137,000           0      5,521,639
Lajas Apartments Limited Partnership
  Lajas, PR                                      4,117,484     110,090      4,952,929    145,332
Arlington-Rodeo Properties
  Los Angeles, CA                               3,543,123     624,052           0      5,024,507
Conifer Bateman Associates
  Lowville, NY                                    996,394      15,000     2,525,729       63,390   s
Hampden Hall Associates, L.P.
  St. Louis, MO                                 2,208,355           0           0       7,446,002
Chester Renaissance Associates
  Chester, PA                                    873,000       33,667     168,333       1,773,823
Homestead Apartments II, LTD.
  Homestead, FL                                 3,448,000     338,966               0  5,287,011
P.S. 157 Associates, L.P.
  New York, NY                                   6,852,369      36,500       9,350,642     76,382
Cloisters Limited Partnership II
  Philadelphia, PA                                       0      35,160           0       9,548,955

Creative Choice Homes II, LTD.
  Opa-Locka, FL                                 10,303,845           0           0      21,433,650
Milford Crossing Associates L.P. (**)
  Milford, DE                                   2,528,527     203,006           0       4,374,192
BX-7F Associates, L.P.
  Bronx, NY                                    3,400,691           4        5,705,064     55,643
Los Angeles Limited Partnership
  Rio Piedras, PR                               3,782,906     201,210           0       6,609,917
Christine Apartments, L.P.
  Buffalo, NY                                   1,245,000      10,000        2,351,072     83,267
Plainsboro Housing Partners, L.P.
  Plainsboro, NJ                                3,984,264     800,000           0       8,851,487
Rolling Green Associates, L.P.
  Syracuse, NY                                  14,892,500     180,000       19,583,101    467,349
                                             ----------   ---------  -    --------------  ---------


                                               $97,310,166  $5,121,866     $80,497,260  $96,813,911
                                                ==========   =========       ==========   =========
</TABLE>


<TABLE>
<CAPTION>


                                                                                                                      Life on which
                                                                                                                     Depreciation in
                                                 Gross  Amount at which Carried At Close of Period
                                               --------------------------------------------------  Year of             Latest Income
                                                       Buildings and              Accumulated   Construction/   Date   Statements is
       Description                              Land    Improvements     Total    Depreciation    Renovation  Acquired    Computed*
--------------------------------------------    ----    ------------     -----     ------------   ------------  --------  ----------
Apartment Complexes

<S>                                         <C>       <C>             <C>        <C>               <C>           <C>      <C>
Harbor Court Limited Partnership            $ 140,813 $  1,073,892    $1,214,705 $  303,963        1991     Dec. 1991     27.5 years
  Staten Island, NY
Old Public Limited Partnership               13,640   1,784,174     1,797,814     574,809          1991     Dec. 1991     27.5 years
  Lawrenceburg, TN
Lancaster Terrace Limited Partnership        163,105   3,718,235     3,881,340   1,377,421         1992     Feb. 1992  15-27.5 years
  Salem, OR
655 North Street Limited Partnership          127,751   8,657,669     8,785,420   2,593,419        1992     Mar. 1992     27.5 years
  Baton Rouge, LA
Landreth Venture                              3,645   5,939,603     5,943,248    1,303,452         1992      Mar. 1992     40 years
  Philadelphia, PA
Homestead Apartments Associates Ltd.          340,868   5,931,699     6,272,567   1,228,694        1992     Mar. 1992      40 years
  Homestead, FL
Bethel Villa Associates, L.P.                 275,099   9,138,160     9,413,259   2,447,576        1992     Apr. 1992     27.5 years
  Wilmington, DE
West Diamond Street Associates                32,414   2,427,393     2,459,807     662,032         1992      May 1992      40 years
  Philadelphia, PA
Susquehanna Partners                          17,585   3,993,647     4,011,232     819,564         1992      May 1992    20-40 years
  Philadelphia, PA
Boston Bay Limited Partnership                441,585   4,819,297     5,260,882   1,559,310        1991     Aug. 1992     27.5 years
  Boston, MA
Morrant Bay Limited Partnership               651,585   6,535,624     7,187,209   2,135,659        1991     Aug. 1992     27.5 years
  Boston, MA
Hope Bay Limited Partnership                  226,585   1,974,325     2,200,910     635,992        1991     Aug. 1992    27.5 years
  Boston, MA
Lares Apartments Limited Partnership          151,585   5,583,304     5,734,889   1,355,282        1992     Aug. 1992      40 years
  Lares, PR
Lajas Apartments Limited Partnership          111,675   5,146,448     5,258,123   1,125,478        1992     Aug. 1992      40 years
  Lajas, PR
Arlington-Rodeo Properties                    625,637   5,063,013     5,688,650   1,245,936        1992     Aug. 1992    27.5 years
  Los Angeles, CA
Conifer Bateman Associates                     16,585   2,596,939     2,613,524     821,167        1990     Aug. 1992  15-27.5 years
  Lowville, NY
Hampden Hall Associates, L.P.                  1,585   7,444,417     7,446,002   2,054,382         1992     Sep. 1992     27.5 years
  St. Louis, MO
Chester Renaissance Associates                 42,153   1,936,399     1,978,552     376,327        1992      Sep. 1992     40 years
  Chester, PA
Homestead Apartments II, LTD.                 340,551   5,285,426     5,625,977   1,010,153       1992      Oct. 1992     40 years
  Homestead, FL
P.S. 157 Associates, L.P.                      38,085   9,425,439     9,463,524   1,939,119       1992       Nov 1992     40 years
  New York, NY
Cloisters Limited Partnership II               36,745   9,564,938     9,601,683   1,853,222       1992       Nov 1992      40 years
  Philadelphia, PA

Creative Choice Homes II, LTD.                 574,637  20,859,013    21,433,650   3,939,133       1988       Dec 1992     40 years
  Opa-Locka, FL
Milford Crossing Associates L.P. (**)          115,519   4,464,409     4,579,928   1,343,217       1992      Dec. 1992   27.5 years
  Milford, DE
BX-7F Associates, L.P.                        2,178   5,774,755     5,776,933   1,180,266          1993      Jan. 1993    40 years
  Bronx, NY
Los Angeles Limited Partnership               203,384   6,613,836     6,817,220   1,271,952        1994      Apr. 1993    40 years
  Rio Piedras, PR
Christine Apartments, L.P.                    13,174   2,446,894     2,460,068     664,889         1993      June 1993   27.5 years
  Buffalo, NY
Plainsboro Housing Partners, L.P.             802,174   8,849,313     9,651,487   2,091,812        1994      July 1993  27.5 years
  Plainsboro, NJ
Rolling Green Associates, L.P.                182,174  20,128,636    20,310,810   5,917,390         1992     Oct. 1993   27.5 years
  Syracuse, NY                                ---------  ------------  ------------ -----------


                                             $5,692,516 $177,176,897  $182,869,413 $43,831,616
                                             =========   ===========   ===========  ==========

</TABLE>

*Personal property is depreciated over the estimated useful life ranging from 3
to 10 years. **During the year ended December 31, 1997, the Partnership sold a
parcel of land for $210,000 to an entity with a member who is also the general
partner of the Partnership.



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                  INDEPENDENCE TAX CREDIT PLUS L.P.
                           AND SUBSIDIARIES
                             SCHEDULE III
               REAL ESTATE AND ACCUMULATED DEPRECIATION
              Partnership Property Pledged as Collateral
                            MARCH 31, 2001
                             (continued)

                              Cost  of  Property  and Equipment                           Accumulated Deprecitaion
                                    --------------------------------------                 --------------------------------------
                                                                    Year Ended  March 31,
                                   2001             2000               1999            2001               2000              1999
      ----------------------------------------------------------------------------------------------------------------------------



<S>                             <C>               <C>               <C>               <C>               <C>              <C>
Balance at beginning of period  $182,441,409      $182,110,698      $182,292,458      $38,264,393       $32,535,934      $26,761,173

Additions during period:
Improvements                         437,204           375,405           236,795
Depreciation expense                                                                    5,576,423         5,773,153        5,794,508
Deductions during period:

Dispositions                          (9,200)          (44,694)         (418,555)          (9,200)          (44,694)        (19,747)
                             ---------------    --------------    --------------   --------------     -------------    -------------

Balance at close of period      $182,869,413      $182,441,409      $182,110,698      $43,831,616       $38,264,393      $32,535,934
                                 ===========       ===========       ===========       ==========        ==========       ==========

At the time the Local Partnerships were acquired by Independence Tax Credit Plus
L.P., the entire purchase price paid by Independence Tax Credit Plus L.P. was
pushed down to the local partnerships as property and equipment with an
offsetting credit to capital. Since the projects were in the construction phase
at the time of acquisition, the capital accounts were insignificant at the time
of purchase. Therefore, there are no material differences between the original
cost basis for tax and GAAP.
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