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, 2004

                                       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.
                        ---------------------------------
            (Formerly known as Independence Tax Credit Plus Program)
             (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]

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

     The  approximate  aggregate book value of the voting and non-voting  common
equity held by  non-affiliates  of the  Registrant  as of September 30, 2003 was
$16,839,000, based on Limited Partner equity as of such date.

                       DOCUMENTS INCORPORATED BY REFERENCE

     None


<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 ("RIAI") and is an affiliate of Related Capital Company ("RCC").

On November 17, 2003,  CharterMac  acquired RCC, which is the indirect parent of
RCC Manager  LLC, the sole  shareholder  of RIAI.  Pursuant to the  acquisition,
CharterMac  acquired  controlling   interests  in  the  General  Partner.   This
acquisition did not affect the Partnership or its day-to-day operations,  as the
majority of the General Partner's management team remained unchanged.

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 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's investment
in each Local  Partnership  represents  from 98% to 98.99% of the  Partnership's
interests in the Local  Partnership.  As of March 31, 2004, the  Partnership had
acquired  interests in twenty-eight  Local  Partnerships.  As of March 31, 2004,
approximately  $59,700,000  (not  including  acquisition  fees of  approximately
$4,500,000)  of net proceeds had been  invested in Local  Partnerships  of which
approximately  $28,000 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

                                       2
<PAGE>

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.

Tax  Credits  with  respect to a given  Apartment  Complex are  available  for a
ten-year period that commences when the property is leased to qualified tenants.
However,  the annual Tax Credits  available  in the year in which the  Apartment
Complex is leased to qualified  tenants  must be prorated  based upon the months
remaining in the year. The amount of the annual Tax Credits not available in the
first year will be available in the eleventh year. Internal Revenue Code Section
42 regulates  the use of the Apartment  Complexes as to occupancy,  eligibility,
and unit gross rent, among other requirements.  Each Apartment Complex must meet
the provisions of these  regulations  during each of fifteen  consecutive  years
(the  "Compliance  Period") in order to remain qualified to receive the credits.
Certain  Apartment  Complexes  have extended  compliance  periods of up to fifty
years. The Partnership generated $7,001,508,  $11,256,724 and $11,986,066 in Tax
Credits during the years ending December 31, 2003, 2002 and 2001, respectively.

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  interests in properties,  as does the Partnership,
which receive 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.

Segments
--------
The Partnership operates in one segment, which is the investment in multi-family
residential property.

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 have, in the past, and 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.  The  General  Partner  is also the  general
partner of Independence Tax Credit Plus L.P. II.

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").

                                       3
<PAGE>

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,
2004. 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 15, Schedule III.
<TABLE>
<CAPTION>

                           Local Partnership Schedule
                           --------------------------
Name and Location                                                 % of Units Occupied  at  May 1,
                                                            ------------------------------------------
(Number of Units)                         Date Acquired      2004     2003     2002     2001     2000
-----------------                         --------------    ------   ------   ------   ------   ------
<S>                                       <C>                <C>      <C>      <C>      <C>      <C>
Harbor Court Limited Partnership          December 1991      100%      98%     100%     100%      98%
Staten Island, NY (40)

Old Public Limited Partnership            December 1991       63%      93%      61%      85%      48%
Lawrenceburg, TN (30)

Lancaster Terrace Limited Partnership     February 1992       89%      86%      97%      91%      97%
Salem, OR (104)

655 North Street Limited Partnership      March 1992          94%      87%      83%      85%      80%
Baton Rouge, LA (195)

Landreth Venture                          March 1992          92%      96%      94%      90%      90%
Philadelphia, PA (47)

Homestead Apartments Associates Ltd.      March 1992          96%      93%      97%      98%      96%
Homestead, FL (123)

Bethel Villa Associates, L.P.             April 1992         100%      99%      97%      99%      96%
Wilmington, DE (150)

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

Susquehanna Partners                      May 1992            98%      96%      94%     100%      85%
Philadelphia, PA (47)

Boston Bay Limited Partnership            August 1992         99%      98%     100%      96%      98%
Boston, MA (88)

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

Hope Bay Limited Partnership              August 1992        100%     100%      96%     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         97%     100%      90%     100%     100%
Los Angeles, CA (29)
</TABLE>

                                       4
<PAGE>
<TABLE>
<CAPTION>

                     Local Partnership Schedule (continued)
                     --------------------------------------
Name and Location                                                 % of Units Occupied  at  May 1,
                                                            ------------------------------------------
(Number of Units)                         Date Acquired      2004     2003     2002     2001     2000
-----------------                         --------------    ------   ------   ------   ------   ------
<S>                                       <C>                <C>      <C>      <C>      <C>      <C>
Conifer Bateman Associates                August 1992         96%      92%      88%      83%      83%
Lowville, NY (24)

Hampden Hall Associates, L.P.             September 1992      93%      99%      95%      97%     100%
St. Louis, MO (75)

Chester Renaissance Associates            September 1992     100%     100%      95%      95%     100%
Chester, PA (20)
Homestead Apts. II LTD                    October 1992        96%      96%      99%      95%      96%
Homestead, FL (112)

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

Cloisters Limited Partnership II          November 1992       98%      98%      97%     100%      95%
Philadelphia, PA (65)

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

Milford Crossing Associates L.P.          December 1992       96%     100%      94%      99%     100%
Milford, DE (73)

BX-7F Associates, L.P.                    January 1993        96%     100%      98%      99%      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           91%     100%      94%     100%      88%
Buffalo, NY (32)

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

Rolling Green Associates, L.P.            October 1993        97%      90%      84%      91%      94%
Syracuse, NY (395)
</TABLE>

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.

                                       5
<PAGE>

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 leased to qualified tenants.
However,  the annual Tax Credits  available  in the year in which the  Apartment
Complex is leased to qualified  tenants  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 were not available to the Partnership.

Item 3.  Legal Proceedings.

None.

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, 2004, 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 4, 2004, the Partnership has approximately 4,629 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, 2004. The Partnership does not
anticipate  providing cash distributions to its BACs holders other than from net
refinancing or sales proceeds.

                                       6
<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.
<TABLE>
<CAPTION>

                                                              Year Ended March 31,
                               ---------------------------------------------------------------------------------
OPERATIONS                          2004             2003             2002             2001             2000
----------                     -------------    -------------    -------------    -------------    -------------
<S>                            <C>              <C>              <C>              <C>              <C>
Revenues                       $  21,664,974    $  21,055,542    $  20,573,977    $  20,741,395    $  20,786,356


Operating expenses               (29,240,908)     (26,413,948)     (26,069,921)     (26,200,525)     (26,611,223)
                               -------------    -------------    -------------    -------------    -------------

Loss before minority
  interest                        (7,575,934)      (5,358,406)      (5,495,944)      (5,459,130)      (5,824,867)

Minority interest in loss of
  subsidiaries                        19,365           14,661           13,750           15,252           20,636
                               -------------    -------------    -------------    -------------    -------------

Net loss                       $  (7,556,569)   $  (5,343,745)   $  (5,482,194)   $  (5,443,878)   $  (5,804,231)
                               =============    =============    =============    =============    =============

Net loss per weighted
  average BAC                  $      (97.45)   $      (68.91)   $      (70.70)   $      (70.20)   $      (74.85)
                               =============    =============    =============    =============    =============

<CAPTION>
                                                              Year Ended March 31,
                               ---------------------------------------------------------------------------------
FINANCIAL POSITION                 2004             2003             2002             2001             2000
------------------             -------------    -------------    -------------    -------------    -------------
<S>                            <C>              <C>              <C>              <C>              <C>

Total assets                   $ 139,042,443    $ 142,581,513    $ 147,768,441    $ 153,954,157    $ 159,362,792
                               =============    =============    =============    =============    =============

Total liabilities              $ 122,586,996    $ 118,327,823    $ 117,856,272    $ 117,841,568    $ 117,620,369
                               =============    =============    =============    =============    =============

Minority interest              $   4,952,014    $   5,193,688    $   5,508,422    $   6,226,648    $   6,412,604
                               =============    =============    =============    =============    =============

Total partners' capital        $  11,503,433    $  19,060,002    $  24,403,747    $  29,885,941    $  35,329,819
                               =============    =============    =============    =============    =============
</TABLE>


During  the years  ended  March 31,  2004,  2003,  2002 and 2001,  total  assets
decreased  primarily due to depreciation.  During the year ended March 31, 2004,
total liabilities  increased due to increased  advances from an affiliate of the
General  Partner to one Local  Partnership and increased  accounts  payable from
operations at a second Local Partnership.

                                       7
<PAGE>

<TABLE>
<CAPTION>

                  Selected Quarterly Financial Data (Unaudited)

                                                            Quarter Ended
                                   --------------------------------------------------------------
                                     June 30,       September 30,    December 31,       March 31,
 OPERATIONS                            2003             2003             2003             2004
------------------------------     -----------      ------------     -----------      -----------
<S>                                <C>              <C>              <C>              <C>
Revenues                           $ 5,273,977      $ 5,328,780      $ 5,373,347      $ 5,688,870

Operating ex-
  penses                            (6,691,928)      (6,660,651)      (7,068,809)      (8,819,520)
                                   -----------      -----------      -----------      -----------

Loss before minor-
  ity interest                      (1,417,951)      (1,331,871)      (1,695,462)      (3,130,650)

Minority interest in
  loss of sub-
  sidiaries                              7,301            2,324            3,021            6,719
                                   -----------      -----------      -----------      -----------


Net loss                           $(1,410,650)     $(1,329,547)     $(1,692,441)     $(3,123,931)
                                   ===========      ===========      ===========      ===========


Net loss per
  weighted aver-
  age BAC                          $    (18.19)     $    (17.15)     $    (21.82)     $    (40.29)
                                   ===========      ===========      ===========      ===========

<CAPTION>


                                                            Quarter Ended
                                   --------------------------------------------------------------
                                     June 30,       September 30,    December 31,       March 31,
 OPERATIONS                            2002             2002             2002             2003
------------------------------     -----------      ------------     -----------      -----------
<S>                                <C>              <C>              <C>              <C>

Revenues                           $ 5,274,412      $ 5,321,842      $ 5,088,667      $ 5,370,621

Operating ex-
  penses                            (6,067,443)      (6,298,518)      (6,476,130)      (7,571,857)
                                   -----------      -----------      -----------      -----------

Loss before minor-
  ity interest                        (793,031)        (976,676)      (1,387,463)      (2,201,236)

Minority interest
  in loss of sub-
  sidiaries                              6,875            2,113            1,022            4,651
                                   -----------      -----------      -----------      -----------


Net loss                           $  (786,156)     $  (974,563)     $(1,386,441)     $(2,196,585)
                                   ===========      ===========      ===========      ===========

Net loss per
  weighted aver-
  age BAC                          $    (10.14)     $    (12.57)     $    (17.88)     $    (28.32)
                                   ===========      ===========      ===========      ===========
</TABLE>


Cash Distributions
------------------
There are no legal restrictions on the Partnership making  distributions to BACs
holders;  however, the Partnership has made no distributions to the BACs holders
as of March 31, 2004 and does not expect to be able to make distributions except
out of  net  sale  proceeds  when  the  Partnership  begins  to  dispose  of its
investments.

                                       8
<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.
Distributions  of  approximately  $148,000,  $186,000 and $102,000 were received
during the years ended March 31,  2004,  2003 and 2002,  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, 2004,  the  Partnership  has invested all of the net proceeds in
twenty-eight  Local  Partnerships.  Approximately  $28,000 of the purchase price
remains to be paid (all of which is held in escrow). During the year ended March
31, 2004, there were no payments made from escrow.

During  the year  ended  March 31,  2004,  cash and cash  equivalents  increased
approximately  $205,000.  This  increase is due to cash  provided  by  operating
activities  ($2,575,000)  which exceeded  acquisitions of property and equipment
($610,000),  an increase in cash held in escrow relating to investing activities
($451,000),  an  increase  in  deferred  costs  ($238,000),   net  proceeds  and
repayments on mortgage notes ($362,000),  a net decrease in due to local general
partners  and  affiliates   relating  to  investing  and  financing   activities
($487,000)  and  a  decrease  in  capitalization  of  consolidated  subsidiaries
attributable  to minority  interest  ($222,000).  Included in the adjustments to
reconcile the net loss to cash provided by operating  activities is depreciation
and amortization ($5,754,000).

The Partnership's  unconsolidated  working capital reserve at March 31, 2004 was
approximately $33,000.

Partnership   management  fees  owed  to  the  General   Partner   amounting  to
approximately  $5,719,000 and $4,839,000 were accrued and unpaid as of March 31,
2004  and  2003,  respectively.  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 value
to the property on the market. However, such value declines each year and is not
included in the financial statement carrying amount.

                                       9
<PAGE>

Tabular Disclosure of Contractual Obligations
---------------------------------------------
The following  table  summarized the  Partnership's  commitments as of March 31,
2004 to make future  payments under its debt  agreements  and other  contractual
obligations.
<TABLE>
<CAPTION>
                                 Less than       1 - 3         3 -5        More than
                     Total         1 Year        Years         Years        5 Years
                  -----------   -----------   -----------   -----------   -----------
<S>               <C>           <C>           <C>           <C>           <C>
Mortgage notes
   payable (a)    $92,838,355   $ 2,811,353   $ 6,024,855   $ 7,473,882   $76,528,265
Long term notes
   payable (b)      1,528,820     1,528,850             0             0             0
                  -----------   -----------   -----------   -----------   -----------

                  $94,367,205   $ 4,340,203   $ 6,024,855   $ 7,473,882   $76,528,265
                  ===========   ===========   ===========   ===========   ===========
</TABLE>

(a)  The  mortgage  notes are  payable  in  aggregate  monthly  installments  of
     approximately  $651,000,  including principal and interest at rates varying
     from  0%  to  9%  per  annum,   through  the  year  2048.  Each  subsidiary
     partnership's  mortgage  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.

(b)  See Note 8 (B) ii in Item 8. Financial Statements and Supplementary Data.

Off Balance Sheet Arrangements
------------------------------

The Partnership has no off-balance sheet arrangements.

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

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.  The  Partnership  complies  with  Statement of  Financial  Accounting
Standards  (SFAS)  No.  144  "Accounting  for  the  Impairment  or  Disposal  of
Long-Lived  Assets".  A loss on impairment of assets is recorded when management
estimates amounts recoverable through future operations and sale of the property
on an  undiscounted  basis is 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, 2004, the Partnership has recorded  approximately  $500,000 as
an aggregate loss on impairment of assets.

Income Taxes
------------
The  Partnership  is not  required to provide  for, or pay,  any federal  income


                                       10
<PAGE>

taxes.  Net income or loss generated by the Partnership is passed through to the
partners and is required to be reported by them. The  Partnership may be subject
to state and local taxes in jurisdictions  in which it operates.  For income tax
purposes, the Partnership has a fiscal year ending December 31.

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

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

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

Results of Operations
---------------------
The following is a summary of the results of operations of the  Partnership  for
the years ended March 31,  2004,  2003 and 2002 (the 2003,  2002 and 2001 Fiscal
Years, respectively.)

The Partnership's results of operations for the 2003, 2002 and 2001 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  2003,  2002 and 2001  Fiscal  Years  totaled  $7,556,569,
$5,343,745 and $5,482,194, 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 $7,001,508,  $11,256,724 and $11,986,066 of Housing Tax Credits during
the 2003, 2002 and 2001 tax years, respectively.

2003 vs. 2002
-------------

Rental income increased approximately 4% for the 2003 Fiscal Year as compared to
the 2002 Fiscal Year, primarily due to rental rate increases.

Other  income  decreased  approximately  $118,000  for the 2003  Fiscal  Year as
compared  to the 2002  Fiscal  Year due to a decrease  in  laundry  and late fee
income at one Local Partnership and a write-off of a note payable and an utility
refund in the prior year at a second Local Partnership.

Total  expenses,  excluding  repairs and  maintenance,  operating and insurance,
remained  fairly  consistent with a decrease of less than 1% for the 2003 Fiscal
Year as compared with the 2002 Fiscal Year.

Repairs and maintenance increased  approximately  $2,133,000 for the 2003 Fiscal
Year as compared to the 2002 Fiscal Year primarily due to flood repair  expenses
at one Local Partnership and increased  security costs,  carpet  replacement and
painting at a second Local Partnership.

                                       11
<PAGE>

Operating increased  approximately $383,000 for the 2003 Fiscal Year as compared
to the 2002  Fiscal Year  primarily  due to  increased  water bills at one Local
Partnership  and  increased  electricity  and gas costs at several  other  Local
Partnerships.

Insurance increased  approximately $284,000 for the 2003 Fiscal Year as compared
to the 2002 Fiscal Year  primarily  due to an increase in insurance  premiums at
the Local Partnerships.

2002 vs. 2001
-------------

Rental income  remained  fairly  consistent  with an increase of 3% for the 2002
Fiscal Year as compared to the 2001 Fiscal Year.

Other  income  decreased  approximately  $112,000  for the 2002  Fiscal  Year as
compared to the 2001 Fiscal Year primarily due to a decrease in interest  income
due to lower  interest rates on cash and cash  equivalent  balances at the Local
Partnerships and Partnership level, as well as a decrease in grant income at one
Local Partnership.

Total expenses, excluding taxes and insurance, remained fairly consistent with a
decrease of  approximately 1% for the 2002 Fiscal Year as compared with the 2001
Fiscal Year.

Taxes increased  approximately  $152,000 for the 2002 Fiscal Year as compared to
the 2001 Fiscal Year  primarily  due to fees  associated  with fighting the real
estate tax assessment at one Local Partnership.

Insurance increased  approximately $415,000 for the 2002 Fiscal Year as compared
to the 2001 Fiscal Year  primarily  due to an increase in insurance  premiums at
the Local Partnerships.

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.  Furthermore,  inflation  generally  does not
impact the fixed long-term financing under which real property  investments were
purchased. Inflation also affects the Local Partnerships adversely by increasing
operating costs, such as fuel, utilities, and labor.


Item 7A. Quantitative and Qualitative Disclosure about Market Risk.

The Partnership does not have any market risk sensitive instruments.

                                       12
<PAGE>

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

         Report of Independent Registered Public Accounting Firm          14

         Consolidated Balance Sheets at March 31, 2004 and 2003           78

         Consolidated Statements of Operations for the Years Ended
         March 31, 2004, 2003 and 2002                                    79

         Consolidated  Statements of Changes in Partners' Capital
         (Deficit) for the Years Ended March 31, 2004,  2003 and
         2002                                                             80

         Consolidated Statements of Cash Flows for the Years Ended
         March 31, 2004, 2003 and 2002                                    81

         Notes to Consolidated Financial Statements                       82



                                       13
<PAGE>


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
             -------------------------------------------------------


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, 2004 and
2003,  and  the  related  consolidated  statements  of  operations,  changes  in
partners' capital (deficit),  and cash flows for the years ended March 31, 2004,
2003 and 2002 (the 2003, 2002 and 2001 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-seven  (2003  Fiscal  Year)  and
twenty-eight  (2002 and 2001 Fiscal Years) subsidiary  partnerships whose losses
aggregated  $5,925,149,  $4,165,568 and  $4,071,996 for the 2003,  2002 and 2001
Fiscal  Years,  respectively,  and whose assets  constituted  94% and 99% of the
Partnership's assets at March 31, 2004 and 2003, respectively,  presented in the
accompanying  consolidated  financial  statements.  The financial statements for
twenty-six (2003 Fiscal Year) and  twenty-seven  (2002 and 2001 fiscal Years) 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 the standards of the Public  Company
Accounting Oversight Board (United States). 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, 2004 and
2003,  and the  results of their  operations  and their cash flows for the years
ended March 31, 2004, 2003 and 2002, in conformity with U.S.  generally accepted
accounting principles.



TRIEN ROSENBERG ROSENBERG
WEINBERG CIULLO & FAZZARI LLP


New York, New York
June 10, 2004

                                       14
<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, 2003 and 2002,  and the related  statements  of income,  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 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  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 Harbor  Court L.P.,  as of
December  31,  2003 and 2002,  and the  results of its  income,  the  changes in
partners' equity and its cash flows for the years then ended, in conformity with
accounting principles generally accepted in the United States of America.

/s/ Reznick Fedder & Silverman
Bethesda, Maryland
January 26, 2004

                                       15
<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, 2002 and 2001,  and the related  statements  of income,  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 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  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 Harbor  Court L.P.,  as of
December  31,  2002 and 2001,  and the  results of its  income,  the  changes in
partners' equity and its cash flows for the years then ended, in conformity with
accounting principles generally accepted in the United States of America.

/s/ Reznick Fedder & Silverman
Bethesda, Maryland
January 25, 2003

                                       16
<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, 2003 and 2002, 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 U.S.  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, 2003 and 2002, and the results of its operations
and its cash flows for the years then ended in  conformity  with U.S.  generally
accepted accounting principles.

/s/ Mack, Roberts & Co., L.L.C.
Portland, Oregon
February 5, 2004

                                       17
<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, 2002 and 2001, 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 U.S.  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, 2002 and 2001, and the results of its operations
and its cash flows for the years then ended in  conformity  with U.S.  generally
accepted accounting principles.

/s/ Mack, Roberts & Co., L.L.C.
Portland, Oregon
February 5, 2003

                                       18
<PAGE>

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

INDEPENDENT AUDITOR'S REPORT

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

We have audited the  accompanying  balance  sheets of 655 North  Street  Limited
Partnership,  HUD Project No.  064-44801,  as of December 31, 2003 and 2002, 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 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 and free of
material  misstatement.  An audit includes examining,  or 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.  064-44801,  as of December 31, 2003 and 2002, and
the results of its 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.

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 21, 2004, on our
consideration of 655 North Street Limited  Partnership's  internal control,  and
reports dated  February 21, 2004, on its compliance  with specific  requirements
applicable  to major HUD programs and specific  requirements  applicable to 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.

Our audits  were  conducted  for the  purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental information
on pages 19 to 33 is presented for purposes of additional  analysis and is not a
required part of the basic financial statements of the Project. 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/ Pailet, Meunier & LeBlanc, L.L.P.
Metairie, Louisiana
February 21, 2004

                                       19
<PAGE>

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

INDEPENDENT AUDITOR'S REPORT

To the Partners
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, 2002 and 2001, 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 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 and free of
material  misstatement.  An audit includes examining,  or 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, 2002 and 2001, and
the results of its 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.

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 10, 2003, on our
consideration of 655 North Street Limited  Partnership's  internal control,  and
reports dated  February 10, 2003, on its compliance  with specific  requirements
applicable  to major HUD programs and specific  requirements  applicable to 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.

Our audits  were  conducted  for the  purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental information
on pages 21 to 28 is presented for purposes of additional  analysis and is not a
required part of the basic financial statements of the Project. 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/ Pailet, Meunier & LeBlanc, L.L.P.
Metairie, Louisiana
February 10, 2003

                                       20
<PAGE>

[Letterhead of Reznick, Fedder & Silverman]

INDEPENDENT AUDITORS' REPORT

To the Partners of
Landreth Venture

We have  audited  the  accompanying  balance  sheet of  Landreth  Venture  as of
December  31,  2003 and 2002,  and the  related  statements  of profit and loss,
changes in 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 the  financial
statements based on our audits.

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 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, 2003 and 2002, and the results of its  operations,  the changes in partners'
equity (deficit) and its cash flows for the years 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 our report
for  the  year  ended  December  31,  2003,  dated  January  30,  2004,  on  our
consideration of Landreth  Venture's  internal control over financial  reporting
and on our tests of its compliance with certain provisions of laws, regulations,
contracts and grants.  The 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.

Our  audits  were  made for the  purpose  of  forming  an  opinion  on the basis
financial statements taken as a whole. The supplemental  information on pages 27
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.

/s/ Reznick Fedder & Silverman
Baltimore, Maryland
January 30, 2004

                                       21
<PAGE>

[Letterhead of Reznick, Fedder & Silverman]

INDEPENDENT AUDITORS' REPORT

To the Partners of
Landreth Venture

We have  audited  the  accompanying  balance  sheet of  Landreth  Venture  as of
December  31,  2002 and 2001,  and the  related  statements  of profit and loss,
changes in 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 the  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 Landreth Venture as of December
31, 2002 and 2001, and the results of its  operations,  the changes in partners'
equity  (deficit) 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 our report
for  the  year  ended  December  31,  2002,  dated  February  7,  2003,  on  our
consideration of Landreth  Venture's  internal control over financial  reporting
and on our tests of its compliance with certain provisions of laws, regulations,
contracts and grants.  The 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.

Our  audits  were  made for the  purpose  of  forming  an  opinion  on the basis
financial statements taken as a whole. The supplemental  information on pages 26
through  29 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.

/s/ Reznick Fedder & Silverman
Baltimore, Maryland
February 7, 2003

                                       22
<PAGE>

[Letterhead of Friedman, Alpren & Green LLP]

INDEPENDENT AUDITORS' REPORT

To the Partners
Homestead Apartments Associates, Ltd.

We  have  audited  the  accompanying   balance  sheet  of  HOMESTEAD  APARTMENTS
ASSOCIATES,  LTD. (a limited  partnership)  as of  December  31,  2003,  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 audit.

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,  LTD. as of December 31, 2003, 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 11, 2004

                                       23
<PAGE>

[Letterhead of Friedman, Alpren & Green LLP]

INDEPENDENT AUDITORS' REPORT

To the Partners
Homestead Apartments Associates, Ltd.

We  have  audited  the  accompanying   balance  sheet  of  HOMESTEAD  APARTMENTS
ASSOCIATES, LTD. (a limited partnership) as of December 31, 2002 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 audit.

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, LTD. as of December 31, 2002, 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
January 25, 2003

                                       24
<PAGE>

[Letterhead of Friedman, Alpren & Green LLP]

INDEPENDENT AUDITORS' REPORT

To the Partners
Homestead Apartments Associates, Ltd.

We  have  audited  the  accompanying   balance  sheet  of  HOMESTEAD  APARTMENTS
ASSOCIATES, LTD. (a limited partnership) as of December 31, 2001 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 audit.

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, LTD. as of December 31, 2001, 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
January 30, 2002

                                       25
<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, 2003 and 2002, and the related  statements of profit and loss
(on Form No.  92410),  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 audits.

We conducted our audits 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,  or 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 Bethel Villa Associates, LP. as
of December 31, 2003 and 2002, and the results of its operations, the changes in
partners'  equity  (deficit)  and  cash  flows  for the  years  then  ended,  in
conformity with accounting principles generally accepted in the United States of
America.

In accordance with Government  Auditing  Standards and the  "Consolidated  Audit
Guide for Audits of HUD Programs," we have also issued reports dated January 20,
2004 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 in
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 audits.

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 28
and 44 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
Bethesda, Maryland                            Taxpayer Identification Number:
January 20, 2004                              52-1088612



Lead Auditor: James P. Martinko

                                       26
<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, 2002 and 2001, and the related  statements of profit and loss
(on Form No.  92410),  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 audits.

We conducted our audits 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,  or 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 Bethel Villa Associates, LP. as
of December 31, 2002 and 2001, and the results of its operations, the changes in
partners'  equity  (deficit)  and  cash  flows  for the  years  then  ended,  in
conformity with accounting principles generally accepted in the United States of
America.

In accordance with Government  Auditing  Standards and the  "Consolidated  Audit
Guide for Audits of HUD Programs," we have also issued reports dated January 17,
2003 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 in
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.

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 27
and 33 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
Bethesda, Maryland                            Taxpayer Identification Number:
January 17, 2003                              52-1088612



Lead Auditor: James P. Martinko

                                       27
<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, 2003 and 2002 and the related  statements  of 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 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 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, 2003 and 2002, and the results of its operations, changes in its
Partners' capital and its cash flows for the years then ended in conformity with
accounting principles generally accepted in the United States of America.

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  of  WEST  DIAMOND  STREET
ASSOCIATES T/A SEDGLEY PARK APARTMENTS (A LIMITED PARTNERSHIP), PHFA PROJECT NO.
O-0198.  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 23, 2004 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 23, 2004

                                       28
<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, 2002 and 2001 and the related  statements  of 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 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 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, 2002 and 2001, and the results of its operations, changes in its
Partners' capital and its cash flows for the years then ended in conformity with
accounting principles generally accepted in the United States of America.

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 11, 2003 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 11, 2003

                                       29
<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, 2003 and 2002 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  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  management  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, 2003 and 2002, and the results of its  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, 2004

                                       30
<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, 2002 and 2001 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  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  management  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, 2002 and 2001, and the results of its  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
January 31, 2003

                                       31
<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, 2003, and the related statements of operations,  partners'  deficiency,  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, 2003, and the results of its operations, changes in partners'
deficiency,  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 22, 2004 on our consideration of Boston Bay Limited  Partnership's
internal  control,  a report dated January 22, 2004 on its compliance  with laws
and  regulations,  and reports  dated  January 22, 2004 on its  compliance  with
specific requirements applicable to HUD programs.  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.

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 16  through  29) is  presented  for the  purpose  of  additional
analysis and to comply with reporting requirements of the MassHousing 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, 2004

                                       32
<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, 2002, and the related statements of operations,  partners'  deficiency,  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, 2002, and the results of its operations, changes in partners'
deficiency,  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, 2003 on our consideration of Boston Bay Limited  Partnership's
internal  control,  a report dated January 16, 2003 on its compliance  with laws
and  regulations,  and reports  dated  January 16, 2003 on its  compliance  with
specific requirements applicable to HUD programs.  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.

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 MassHousing 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, 2003

                                       33
<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, 2001, and the related statements of operations,  partners'  deficiency,  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, 2001, and the results of its operations, changes in partners'
deficiency,  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, 2002 on our consideration of Boston Bay Limited  Partnership's
internal  control,  a report dated January 15, 2002 on its compliance  with laws
and  regulations,  and reports  dated  January 15, 2002 on its  compliance  with
specific requirements applicable to HUD programs.  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.

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, 2002

                                       34
<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,  2003,  and the related  statements  of  operations,  partners'
deficiency,  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, 2003, and the results of its operations, changes in partners'
deficiency,  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, 2004 on our consideration of Morrant Bay Limited Partnership's
internal  control,  a report dated January 19, 2004 on its compliance  with laws
and  regulations,  and reports  dated  January 19, 2004 on its  compliance  with
specific requirements applicable to HUD programs.  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.

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 16  through  29) is  presented  for the  purpose  of  additional
analysis and to comply with reporting requirements of the MassHousing 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, 2004

                                       35
<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,  2002,  and the related  statements  of  operations,  partners'
deficiency,  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, 2002, and the results of its operations, changes in partners'
deficiency,  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 17, 2003 on our consideration of Morrant Bay Limited Partnership's
internal  control,  a report dated January 17, 2003 on its compliance  with laws
and  regulations,  and reports  dated  January 17, 2003 on its  compliance  with
specific requirements applicable to HUD programs.  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.

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 16  through  29) is  presented  for the  purpose  of  additional
analysis and to comply with reporting requirements of the MassHousing 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, 2003


                                       36
<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,  2001,  and the related  statements  of  operations,  partners'
deficiency,  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, 2001, and the results of its operations, changes in partners'
deficiency,  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 17, 2002 on our consideration of Morrant Bay Limited Partnership's
internal  control,  a report dated January 17, 2002 on its compliance  with laws
and  regulations,  and reports  dated  January 17, 2002 on its  compliance  with
specific requirements applicable to HUD programs.  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.

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 16  through  29) 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 17, 2002

                                       37
<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, 2003, and the related statements of operations,  partners'  deficiency,  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, 2003,  and the results of its  operations,  changes in partners'
deficiency,  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 14, 2004 on our  consideration  of Hope Bay Limited  Partnership's
internal  control,  a report dated January 14, 2004 on its compliance  with laws
and  regulations,  and reports  dated  January 14, 2004 on its  compliance  with
specific requirements applicable to HUD programs.  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.

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 17  through  30) is  presented  for the  purpose  of  additional
analysis and to comply with reporting requirements of the MassHousing 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 14, 2004


                                       38
<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, 2002, and the related statements of operations,  partners'  deficiency,  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, 2002,  and the results of its  operations,  changes in partners'
deficiency,  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 20, 2003 on our  consideration  of Hope Bay Limited  Partnership's
internal  control,  a report dated January 20, 2003 on its compliance  with laws
and  regulations,  and reports  dated  January 20, 2003 on its  compliance  with
specific requirements applicable to HUD programs.  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.

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 MassHousing 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, 2003

                                       39
<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, 2001, and the related statements of operations,  partners'  deficiency,  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, 2001,  and the results of its  operations,  changes in partners'
deficiency,  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, 2002 on our  consideration  of Hope Bay Limited  Partnership's
internal  control,  a report dated January 15, 2002 on its compliance  with laws
and  regulations,  and reports  dated  January 15, 2002 on its  compliance  with
specific requirements applicable to HUD programs.  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.

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, 2002

                                       40
<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,
2003 and 2002,  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 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 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  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,  2003  and  2002,  and  the  results  of  its
operations,  changes in partners' capital (deficit) and cash flows for the years
then ended in conformity with accounting  principles  generally  accepted in the
United States of America.

In accordance with Government Auditing  Standards,  I have also issued my report
dated  January  26,  2004,  on my  consideration  of  Lares  Apartments  Limited
Partnership  internal  control  over  financial  reporting  and my  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 my audit.

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
January 26, 2004
San Juan, Puerto Rico

                                       41
<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,
2002 and 2001,  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 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 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  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,  2002  and  2001,  and  the  results  of  its
operations,  changes in partners' capital (deficit) and cash flows for the years
then ended in conformity with accounting  principles  generally  accepted in the
United States of America.

In accordance with Government Auditing  Standards,  I have also issued my report
dated  January  28,  2003,  on my  consideration  of  Lares  Apartments  Limited
Partnership  internal  control  over  financial  reporting  and my  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 my audit.

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
January 28, 2003
San Juan, Puerto Rico

                                       42
<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, 2003 and 2002,  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 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 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  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,  2003  and  2002,  and  the  results  of  its
operations,  changes in partners' capital (deficit) and cash flows for the years
then ended in conformity with accounting  principles  generally  accepted in the
United States of America.

In accordance with Government Auditing  Standards,  I have also issued my report
dated  January  26,  2004,  on my  consideration  of  Lajas  Apartments  Limited
Partnership  internal  control  over  financial  reporting  and my  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 my audit.

My audits  were  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
January 26, 2004
San Juan, Puerto Rico

                                       43
<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, 2002 and 2001,  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 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 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  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,  2002  and  2001,  and  the  results  of  its
operations,  changes in partners' capital (deficit) and cash flows for the years
then ended in conformity with accounting  principles  generally  accepted in the
United States of America.

In accordance with Government Auditing  Standards,  I have also issued my report
dated  January  24,  2003,  on my  consideration  of  Lajas  Apartments  Limited
Partnership  internal  control  over  financial  reporting  and my  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 my audit.

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
January 24, 2003
San Juan, Puerto Rico

                                       44
<PAGE>

[Letterhead of Cho, Kim & Lee]

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

We have audited the  accompanying  balance sheet of Arlington - Rodeo Properties
(A  California  Limited  Partnership)  as of December  31, 2003 and 2002 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, 2003 and 2002 and the  results of its  operations  and its cash
flows for the year then ended in conformity with generally  accepted  accounting
principles.

/s/ Cho, Kim & Lee
Los Angeles, California
February 28, 2004

                                       45
<PAGE>

[Letterhead of Ree & Kim]

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

We have audited the  accompanying  balance sheet of Arlington - Rodeo Properties
(A  California  Limited  Partnership)  as of December  31, 2002 and 2001 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, 2002 and 2001 and the  results of its  operations  and its cash
flows for the year then ended in conformity with generally  accepted  accounting
principles.

/s/ Ree and Kim
Los Angeles, California
February 27, 2003

                                       46
<PAGE>

[Letterhead of Salmin, Celona, Wehrle & Flaherty, LLP]

INDEPENDENT AUDITORS' REPORT

To the Partners of
Conifer Bateman Associates

We have audited the accompanying balance sheets of Conifer Bateman Associates (a
limited  partnership)  as of  December  31,  2003  and  2002,  and  the  related
statements  of changes in partners'  capital  (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 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  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 as
of December 31, 2003 and 2002,  and the results of its operations and cash flows
for the years then ended in  conformity  with  accounting  principles  generally
accepted in the United States of America.

/s/ Salmin, Celona, Wehrle & Flaherty, LLP
Certified Public Accountants
January 23, 2004

                                       47
<PAGE>

[Letterhead of Salmin, Celona, Wehrle & Flaherty, LLP]

INDEPENDENT AUDITORS' REPORT

To the Partners of
Conifer Bateman Associates

We have audited the accompanying balance sheets of Conifer Bateman Associates (A
Limited  Partnership)  as of December  31, 2002 and the  related  statements  of
changes in partners' capital (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 audits.  The financial  statements  of Conifer  Bateman
Associates as of December 31, 2001,  were audited by other auditors whose report
dated January 30, 2002, expressed an unqualified opinion on those statements.

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  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 as
of December 31, 2002,  and the results of its  operations and cash flows for the
years then ended in conformity with accounting  principles generally accepted in
the United States of America.

/s/ Salmin, Celona, Wehrle & Flaherty, LLP
Certified Public Accountants
January 20, 2003

                                       48
<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, 2001 and 2000 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 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  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, 2001 and 2000,  and the results of its
operations and cash flows for the years then ended in conformity with accounting
principles generally accepted in the United States of America.

Respectfully Submitted,

/s/ Insero, Kasperski, Ciaccia & Co., P.C.
Certified Public Accountants
Rochester, New York
January 30, 2002


                                       49
<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, 2003 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, 2003 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 27, 2004

                                       50
<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, 2002 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, 2002 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 20, 2003

                                       51
<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, 2001 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, 2001 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, 2002

                                       52
<PAGE>


[Letterhead of Reznick, Fedder & Silverman]

INDEPENDENT AUDITORS' REPORT

To the Partners of
Chester Renaissance Associates

We have audited the accompanying balance sheet of Chester Renaissance Associates
as of December 31, 2003 and 2002, and the related statements of profit and loss,
changes in 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 audits.

We conducted our audits 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 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, 2003 and 2002, and the results of its operations, the changes
in partners'  equity  (deficit) and its cash flows for the years 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
for  the  year  ended  December  31,  2003,  dated  January  30,  2004,  on  our
consideration of Chester Renaissance Associates' internal control over financial
reporting and on 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.

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 26 through 29
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.

/s/ Reznick, Fedder & Silverman
Baltimore, Maryland
January 30, 2004

                                       53
<PAGE>

[Letterhead of Reznick, Fedder & Silverman]

INDEPENDENT AUDITORS' REPORT

To the Partners of
Chester Renaissance Associates

We have audited the accompanying balance sheet of Chester Renaissance Associates
as of December  31, 2002 and 2001,  and the related  statements  of  operations,
changes in 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 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 2001 financial statements referred to above present fairly,
in  all  material  respects,  the  financial  position  of  Chester  Renaissance
Associates  as of December  31,  2002,  and the results of its  operations,  the
changes  in  partners'  equity  (deficit)  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
for  the  year  ended  December  31,  2002,  dated  January  24,  2003,  on  our
consideration of Chester Renaissance Associates' internal control over financial
reporting and on 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.

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 25 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.

/s/ Reznick, Fedder & Silverman
Baltimore, Maryland
January 24, 2003

                                       54
<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, 2003, 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 audit.

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,  2003,  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 13, 2004

                                       55
<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, 2002, 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,  2002,  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
January 27, 2003

                                       56
<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, 2001, 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,  2001,  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
January 30, 2002

                                       57
<PAGE>

[Letterhead of Rosen, Seymour, Shapss, Martin & Co., L.L.P.]

INDEPENDENT AUDITORS' REPORT

To the Partners
P.S. 157 Associates, L.P.
Brooklyn, New York

We have audited the accompanying  balance sheet of P.S. 157 Associates,  L.P. (a
limited  partnership),  as of  December  31,  2003  and  2002,  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 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  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, 2003 and 2002,  and the results of its
operations  and its  cash  flows  for the year  then  ended  in  conformity  and
accounting principles generally accepted in the United States of America.

/s/ Rosen, Seymour, Shapss, Martin & Co., L.L.P.
New York, New York
February 6, 2004

                                       58
<PAGE>

[Letterhead of Rosen, Seymour, Shapss, Martin & Co., L.L.P.]

INDEPENDENT AUDITORS' REPORT

To the Partners
P.S. 157 Associates, L.P.
Brooklyn, New York

We have audited the accompanying  balance sheet of P.S. 157 Associates,  L.P. (a
limited  partnership),  as of  December  31,  2002  and  2001,  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.  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 P.S. 157 Associates,  L.P. (a
limited  partnership) as of December 31, 2002, and the results of its operations
and its  cash  flows  for the  year  then  ended in  conformity  and  accounting
principles generally accepted in the United States of America.

/s/ Rosen, Seymour, Shapss, Martin & Co., L.L.P.
New York, New York
March 4, 2003

                                       59
<PAGE>

[Letterhead of Reznick Fedder & Silverman

INDEPENDENT AUDITORS' REPORT

To the Partners of
Cloisters Limited Partnership II

We have audited the accompanying  balance sheet of Cloisters Limited Partnership
II as of December 31, 2003 and 2002,  and the related  statements of operations,
changes in 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 audits.

We conducted  our audits in  accordance  with  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  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 as of December 31, 2003 and 2002, the results of its operations,  the changes
in partners'  equity  (deficit) and its cash flows for the years then ended,  in
conformity with accounting principles generally accepted in the United States of
America.

/s/ Reznick Fedder & Silverman
Baltimore, Maryland
February 13, 2004

                                       60
<PAGE>

[Letterhead of Reznick Fedder & Silverman

INDEPENDENT AUDITORS' REPORT

To the Partners of
Cloisters Limited Partnership II

We have audited the accompanying  balance sheet of Cloisters Limited Partnership
II as of December 31, 2002 and 2001,  and the related  statements of operations,
changes in 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 audits in  accordance  with  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  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 as of  December  31,  2002,  the  results of its  operations,  the changes in
partners'  equity  (deficit)  and its cash  flows  for the year then  ended,  in
conformity with accounting principles generally accepted in the United States of
America.

/s/ Reznick Fedder & Silverman
Baltimore, Maryland
February 14, 2003

                                       61
<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, 2003,
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 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 Creative Choice Homes II, LTD.
(A Limited  Partnership)  d/b/a The Gardens  Apartments as of December 31, 2003,
and the results of its operations, the changes in partners' equity (deficit) and
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 and the  "Consolidated  Audit
Guide for Audits of HUD Programs," we have also issued reports dated February 5,
2004 on our  consideration  of Creative Choice Homes II, Ltd.'s 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.

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 25 through 31
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.

/s/ Reznick Fedder & Silverman
Bethesda, Maryland                                Taxpayer Identification Number
February 5, 2004                                  52-1088612

Lead Auditor: James P. Martinko


                                       62
<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, 2002,
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 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 Creative Choice Homes II, LTD.
(A Limited  Partnership)  d/b/a The Gardens  Apartments as of December 31, 2002,
and the results of its operations, the changes in partners' equity (deficit) and
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 and the  "Consolidated  Audit
Guide for Audits of HUD  Programs," we have also issued  reports dated April 20,
2003 on our  consideration  of Creative Choice Homes II, Ltd.'s 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.

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 25 through 39
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.

/s/ Reznick Fedder & Silverman
Bethesda, Maryland                                Taxpayer Identification Number
April 20, 2003                                    52-1088612

Lead Auditor: Peter M. Hodgson

                                       63
<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, 2001,
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 auditing standards  generally accepted
in the United States of America 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, 2001,
and the results of its operations, the changes in partners' equity (deficit) and
cash flows for the year then ended,  in conformity  with  accounting  principles
generally accepted in the United States of America.

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 the  "Consolidated  Audit
Guide for Audits of HUD Programs," we have also issued reports dated January 18,
2002 on our  consideration  of Creative Choice Homes II, Ltd.'s 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
Bethesda, Maryland
January 18, 2002

                                       64
<PAGE>

[Letterhead of Mayer, Hoffman, McCann 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, 2003 and 2002,  and the related  statements  of loss,
partners'  capital  (deficiency) and cash flows for the years then ended.  These
financial statements are the responsibility of Milford Crossing Associates, L.P.
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audit.

We conducted  our audits in accordance  with U.S.  generally  accepted  auditing
standards and 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 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,  2003 and 2002,  and the  results of its  operations,
changes  in  partners'  capital  (deficiency)  and cash flows for the years then
ended in conformity with U.S. generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued our report
dated  January 31, 2004 on our  consideration  of Milford  Crossing  Associates,
L.P.'s  internal  control and reports dated January 31, 2004, on its  compliance
with  specific  requirements  applicable  to major  HUD  programs  and  specific
requirements  applicable to 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.

Our  audits  were  made for the  purpose  of  forming  an  opinion  on the basic
financial statements taken as a whole. The additional information 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.


/s/ Mayer, Hoffman, McCann P.C.
Plymouth Meeting, Pennsylvania
January 31, 2004

                                       65
<PAGE>

[Letterhead of Mayer, Hoffman, McCann 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, 2002 and the related  statements  of loss,  partners'
capital  (deficiency)  and cash flows for the years then ended.  These financial
statements  are  the  responsibility  of  Milford  Crossing   Associates,   L.P.
management.  Our  responsibility  is to express  an  opinion on these  financial
statements  based on our audit.  The financial  statements  of Milford  Crossing
Associates,  L.P. as of December 31, 2001,  were audited by other auditors whose
report  dated  January  31,  2002,  expressed  an  unqualified  opinion on those
statements.

We conducted  our audits in accordance  with U.S.  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 MILFORD CROSSING  ASSOCIATES,
L.P. as of  December  31,  2002 and the  results of its  operations,  changes in
partners'  capital  (deficiency)  and cash  flows  for the years  then  ended in
conformity with U.S. 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 additional  information,  relating to
2002,  shown  on pages  14 to 16 is  presented  for the  purpose  of  additional
analysis for the year ended December 31, 2002, and is not a required part of the
2002 basic  financial  statements  of MILFORD  CROSSING  ASSOCIATES,  L.P.  Such
information has been subjected to the auditing  procedures  applied in the audit
of the 2002 basic financial  statements and, in our opinion, is fairly stated in
all material respects in relation to the financial  statements taken as a whole.
The  additional  information,  relating  to  2001,  shown  on pages 14 and 15 is
presented for the purpose of additional analysis for the year December 31, 2001,
and is not a required  part of the 2001 basic  financial  statements  of MILFORD
CROSSING ASSOCIATES, LP. Such information was prepared by other auditors and was
subjected  to the auditing  procedures  applied in their audit of the 2001 basic
financial  statements  and, in their opinion,  was fairly stated in all material
respects in relation to those financial statements taken as a whole.

/s/ Mayer, Hoffman, McCann P.C.
Philadelphia, Pennsylvania
January 31, 2003

                                       66
<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, 2001 and December 31, 2000, 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 auditing standards generally accepted
in the United States of America 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,  2001 and  December  31,  2000 and the results of its
operations, changes in partners' capital (capital deficiency) and cash flows for
the years  then  ended,  in  conformity  with  accounting  principles  generally
accepted in the United States of America.

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,  and the CONSOLIDATED  AUDIT
GUIDE FOR AUDITS OF HUD PROGRAMS,  issued buy the U.S. Department of Housing and
Urban  Development,  we have also issued a report dated January 31, 2002, on our
consideration  of MILFORD CROSSING  ASSOCIATES,  L.P.'S internal  controls,  and
reports  dated January 31, 2002, on its  compliance  with specific  requirements
applicable  to major HUD programs and specific  requirements  applicable to 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/ Halbert, Katz & Co., P.C.
Philadelphia, Pennsylvania
January 31, 2002

                                       67
<PAGE>

[Letterhead of Citrin Cooperman & Company, L.L.P.]

INDEPENDENT AUDITORS' REPORT

To the Partners
BX-7X ASSOCIATES, L.P.

We have audited the accompanying balance sheets of BX-7F Associates,  L.P. as of
December 31, 2003 and 2002, 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 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  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, 2003 and 2002, and the results of its operations and its cash flows
for the years then ended in  conformity  with  accounting  principles  generally
accepted in the United States of America.

/s/ Citrin Cooperman & Company, L.L.P.
White Plains, New York
February 3, 2004

                                       68
<PAGE>

[Letterhead of Citrin Cooperman & Company, L.L.P.]

INDEPENDENT AUDITORS' REPORT

To the Partners
BX-7X ASSOCIATES, L.P.

We have audited the accompanying balance sheets of BX-7F Associates,  L.P. as of
December 31, 2002 and 2001 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 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  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, 2002 and 2001, and the results of its operations and its cash flows
for the years then ended in  conformity  with  accounting  principles  generally
accepted in the United States of America.

/s/ Citrin Cooperman & Company, L.L.P.
White Plains, New York
January 25, 2003

                                       69
<PAGE>

[Letterhead of Amilcar Torres Rivera, CPA]

INDEPENDENT AUDITORS' REPORT

To the Partners
Los Angeles Limited Partnership

I  have  audited  the  accompanying   balance  sheets  of  Los  Angeles  Limited
Partnership  as of December  31, 2003 and 2002,  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  management. My
responsibility  is to express an opinion on these financial  statements based on
my audit.

I conducted my audit in accordance with auditing standards generally accepted in
the United  States of America 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, 2003 and 2002,  and the results of its  operations  and its cash
flows  for the  years  then  ended  in  conformity  with  accounting  principles
generally accepted in the United States of America.

/s/ Amilcar Torres Rivera, CPA
San Juan, Puerto Rico
February 4, 2004


Stamp #1941821 of the
Puerto Rico Society of
CPA's was affixed to the original.

                                       70
<PAGE>

[Letterhead of Amilcar Torres Rivera, CPA]

INDEPENDENT AUDITORS' REPORT

To the Partners
Los Angeles Limited Partnership

I  have  audited  the  accompanying   balance  sheets  of  Los  Angeles  Limited
Partnership  as of December  31, 2002 and 2001,  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.  My  responsibility  is to express  an  opinion  on these  financial
statements based on my audit.

I conducted my audit in accordance with auditing standards generally accepted in
the United  States of America 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, 2002 and 2001,  and the results of its  operations  and its cash
flows  for the  years  then  ended  in  conformity  with  accounting  principles
generally accepted in the United States of America.

/s/ Amilcar Torres Rivera, CPA
San Juan, Puerto Rico
January 29, 2003

Stamp #1784085 of the
Puerto Rico Society of
CPA's was affixed to the original.

                                       71
<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,  2003 and  2002  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 auditing standards generally accepted
in the United States of America 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, 2003 and 2002 and the  results of its  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.

In accordance with Government Auditing  Standards,  we have also issued a report
dated  February  4,  2004 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 4, 2004

                                       72
<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,  2002 and  2001  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 auditing standards generally accepted
in the United States of America 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, 2002 and 2001 and the  results of its  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.

In accordance with Government Auditing  Standards,  we have also issued a report
dated  February  5,  2003 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 5, 2003

                                       73
<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, 2003 and 2002, 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 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  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, 2003 and 2002,  and the results of its
operations,  changes in  partners'  equity and its cash flows for the years then
ended, in conformity with accounting principles generally accepted in the United
States of America.

/s/ Reznick Fedder & Silverman
Baltimore, Maryland
January 6, 2004

                                       74
<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, 2002 and 2001, 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 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  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, 2002 and 2001,  and the results of its
operations,  changes in  partners'  equity and its cash flows for the years then
ended, in conformity with accounting principles generally accepted in the United
States of America.

/s/ Reznick Fedder & Silverman
Baltimore, Maryland
January 7, 2003

                                       75
<PAGE>

[Letterhead of Koch Group & Company, LLP]

INDEPENDENT AUDITORS' REPORT

To the Partners
Rolling Green Associates, L.P.
(A Limited Partnership)

We have audited the  accompanying  balance  sheets of Rolling Green  Associates,
L.P. (A Limited  Partnership)  as of December 31, 2003 and 2002, and the related
statements of operations,  changes in partners'  equity  (deficiency),  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 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  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, 2003 and 2002, and the results of its
operations,  changes in partners' equity (deficiency) and its cash flows for the
year then ended in conformity with accounting  principles  generally accepted in
the United States of America.

Our audits  were  conducted  for the  purpose of forming an opinion on the basic
financial   statements  taken  as  a  whole.   The  accompanying   supplementary
information  on pages 12 to 18 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 financial statements taken as a whole.

/s/ Koch Group & Company, LLP
New York, New York
January 20, 2004

                                       76
<PAGE>

[Letterhead of Asher & Company, Ltd.]

INDEPENDENT AUDITORS' REPORT

To the Partners
Rolling Green Associates, L.P.
(A Limited Partnership)

We have audited the  accompanying  balance  sheets of Rolling Green  Associates,
L.P. (A Limited  Partnership)  as of December 31, 2001 and 2000, and the related
statements of profit and loss,  Partners' capital,  and cash flows for the years
then ended December 31, 2001. 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 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, 2001 and 2000, and the results of its
operations,  changes in Partners' capital,  and its cash flows for the year then
ended  December 31, 2001 in  conformity  with  accounting  principles  generally
accepted in the United States of America.

Our audit was  conducted  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 financial statements taken as a whole.

/s/ Asher & Company, Ltd.
Philadelphia, Pennsylvania
January 24, 2002

                                       77
<PAGE>

                        INDEPENDENCE TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                                     ASSETS

                                                                           March 31,
                                                                 ------------------------------
                                                                      2004             2003
                                                                 -------------    -------------

<S>                                                              <C>              <C>
Property and equipment - net of accumulated depreciation
   (Notes 2 and 4)                                               $ 123,764,004    $ 128,704,171
Cash and cash equivalents (Notes 2 and 10)                           1,650,586        1,445,745
Cash held in escrow (Note 5)                                        10,283,626        9,305,504
Deferred costs, less accumulated amortization (Notes 2 and 6)        1,620,722        1,585,761
Other assets                                                         1,723,505        1,540,332
                                                                 -------------    -------------

   Total assets                                                  $ 139,042,443    $ 142,581,513
                                                                 =============    =============


                   LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

Liabilities
  Mortgage notes payable (Note 7)                                $  92,838,355    $  93,200,138
  Accounts payable and other liabilities                            14,658,235       11,974,677
  Due to local general partners and affiliates (Note 8)              5,181,321        5,853,665
  Due to general partner and affiliates (Note 8)                     9,909,085        7,299,343
                                                                 -------------    -------------


   Total liabilities                                               122,586,996      118,327,823
                                                                 -------------    -------------

Minority interest (Note 2)                                           4,952,014        5,193,688
                                                                 -------------    -------------

Commitments and contingencies (Notes 8 and 10)

Partners' capital (deficit)
  Limited partners (76,786 BACs issued and outstanding)             12,071,273       19,552,276
  General partner                                                     (567,840)        (492,274)
                                                                 -------------    -------------

Total partners' capital (deficit)                                   11,503,433       19,060,002
                                                                 -------------    -------------

Total liabilities and partners' capital (deficit)                $ 139,042,443    $ 142,581,513
                                                                 =============    =============
</TABLE>

See accompanying notes to consolidated financial statements.

                                       78
<PAGE>

                        INDEPENDENCE TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>

                                                         Year Ended March 31,
                                            ---------------------------------------------
                                                2004             2003*           2002
                                            ------------     ------------    ------------
<S>                                         <C>              <C>             <C>
Revenues
Rental income                               $ 21,030,105     $ 20,303,052    $ 19,709,111
Other                                            634,869          752,490         864,866
                                            ------------     ------------    ------------
                                              21,664,974       21,055,542      20,573,977
                                            ------------     ------------    ------------

Expenses
General and management                         4,493,182        4,454,686       4,464,570
General and management-related
  parties (Note 8)                             1,996,990        1,905,564       2,034,370
Repairs and maintenance                        6,374,186        4,241,405       4,181,192
Operating                                      2,635,745        2,252,377       2,282,654
Taxes                                          1,350,167        1,405,187       1,252,782
Insurance                                      1,559,433        1,275,627         860,878
Financial, primarily interest                  5,077,535        5,025,307       5,209,654
Depreciation and amortization                  5,753,670        5,853,795       5,783,821
                                            ------------     ------------    ------------

    Total expenses                            29,240,908       26,413,948      26,069,921
                                            ------------     ------------    ------------

Loss before minority interest                 (7,575,934)      (5,358,406)     (5,495,944)

Minority interest in loss of subsidiaries         19,365           14,661          13,750
                                            ------------     ------------    ------------

Net loss                                    $ (7,556,569)    $ (5,343,745)   $ (5,482,194)
                                            ============     ============    ============


Net loss-limited partners                   $ (7,481,003)    $ (5,290,308)   $ (5,427,372)
                                            ============     ============    ============

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

Net loss per BAC                            $     (97.45)    $     (68.91)   $     (70.70)
                                            ============     ============    ============
</TABLE>


* Reclassified for comparative purposes.
See accompanying notes to consolidated financial statements.

                                       79
<PAGE>


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

                                                                 Limited         General
                                                  Total          Partners        Partner
                                               ------------    ------------    ------------
<S>                                            <C>             <C>             <C>
Partners' capital (deficit) - April 1, 2001    $ 29,885,941    $ 30,269,956    $   (384,015)

Net loss                                         (5,482,194)     (5,427,372)        (54,822)
                                               ------------    ------------    ------------

Partners' capital (deficit) - March 31, 2002     24,403,747      24,842,584        (438,837)

Net loss                                         (5,343,745)     (5,290,308)        (53,437)
                                               ------------    ------------    ------------

Partners' capital (deficit) - March 31, 2003     19,060,002      19,552,276        (492,274)

Net loss                                         (7,556,569)     (7,481,003)        (75,566)
                                               ------------    ------------    ------------

Partners' capital (deficit) - March 31, 2004   $ 11,503,433    $ 12,071,273    $   (567,840)
                                               ============    ============    ============
</TABLE>


See accompanying notes to consolidated financial statements.

                                       80
<PAGE>


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


                                                                 Year Ended March 31,
                                                     --------------------------------------------
                                                         2004            2003            2002
                                                     ------------    ------------    ------------
<S>                                                  <C>             <C>             <C>
Cash flows from operating activities:
Net loss                                             $ (7,556,569)   $ (5,343,745)   $ (5,482,194)
                                                     ------------    ------------    ------------
Adjustments to reconcile net loss to net cash
  provided by operating activities:
Depreciation and amortization                           5,753,670       5,853,795       5,783,821
Minority interest in loss of subsidiaries                 (19,365)        (14,661)        (13,750)
(Increase) decrease in assets:
Cash held in escrow                                      (527,584)       (304,467)       (218,043)
Other assets                                             (183,173)       (129,643)        726,673
Increase (decrease) in liabilities:
Accounts payable and other liabilities                  2,683,558         429,338       1,558,034
Due to local general partners and affiliates             (185,417)        324,750         (47,947)
Due to general partner and affiliates                   2,609,742       1,346,556       1,031,064
                                                     ------------    ------------    ------------
Total adjustments                                      10,131,431       7,505,668       8,819,852
                                                     ------------    ------------    ------------
Net cash provided by operating activities               2,574,862       2,161,923       3,337,658
                                                     ------------    ------------    ------------

Cash flows from investing activities:
Acquisition of property and equipment                    (610,066)       (436,047)       (510,757)
(Increase) decrease in cash held in escrow               (450,538)        400,618        (139,931)
Decrease in due to local general partners and
  affiliates                                             (464,824)       (225,357)       (239,002)
                                                     ------------    ------------    ------------
Net cash used in investing activities                  (1,525,428)       (260,786)       (889,690)
                                                     ------------    ------------    ------------

Cash flows from financing activities:
Increase in deferred costs                               (238,398)        (12,690)        (26,730)
Proceeds from mortgage notes                            8,445,779               0               0
Repayments of mortgage notes                           (8,807,562)     (1,376,668)     (2,253,590)
Decrease in due to local general partners and
  affiliates                                              (22,103)        (27,068)        (33,855)
Decrease in capitalization of consolidated
  subsidiaries attributable to minority interest         (222,309)       (300,073)       (704,476)
                                                     ------------    ------------    ------------
Net cash used in financing activities                    (844,593)     (1,716,499)     (3,018,651)
                                                     ------------    ------------    ------------

Net increase (decrease) in cash and cash
  equivalents                                             204,841         184,638        (570,683)

Cash and cash equivalents at beginning of year          1,445,745       1,261,107       1,831,790
                                                     ------------    ------------    ------------

Cash and cash equivalents at end of year             $  1,650,586    $  1,445,745    $  1,261,107
                                                     ============    ============    ============

Supplemental disclosure of cash flows information:
Cash paid during the year for interest               $  3,489,656    $  3,889,793    $  3,936,342
                                                     ============    ============    ============
</TABLE>


See accompanying notes to consolidated financial statements.


                                       81
<PAGE>


                        INDEPENDENCE TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2004


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  General  Partner is Related  Independence  Associates  L.P.,  a Delaware
limited  partnership  ("RIAI") and is an affiliate  of Related  Capital  Company
("RCC").

On November 17, 2003, CharterMac,  acquired RCC, which is the indirect parent of
RCC Manager  LLC, the sole  shareholder  of RIAI.  Pursuant to the  acquisition,
CharterMac  acquired  controlling   interests  in  the  General  Partner.   This
acquisition did not affect the Partnership or its day-to-day operations,  as the
majority of the General Partner's management team remained unchanged.

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,
2004.

The Partnership was authorized to issue a total of 200,000 Beneficial Assignment
Certificates  ("BACs")  which were  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,  2004,  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.

                                       82
<PAGE>


                        INDEPENDENCE TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2004


Losses  attributable to minority  interest which exceed the minority  interests'
investment  in a subsidiary  have been charged to the  Partnership.  Such losses
aggregated  approximately $51,000, $33,000 and $35,000 for the years ended March
31, 2004,  2003 and 2002,  respectively  (the 2003,  2002 and 2001 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 is 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, 2004, the Partnership has recorded  approximately  $500,000 as
an aggregate 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) 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.

g) 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.

                                       83
<PAGE>


                        INDEPENDENCE TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2004


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.

The estimated  fair values of the  Partnership's  mortgage  notes payable are as
follows:
<TABLE>
<CAPTION>
                                               March 31, 2004              March 31, 2003
                                          -------------------------   -------------------------
                                           Carrying                    Carrying
                                            Amount      Fair Value      Amount      Fair Value
                                          -----------   -----------   -----------   -----------
<S>                                       <C>           <C>           <C>           <C>
Mortgage notes payable for
  which it is:
Practicable to estimate fair value        $55,786,396   $52,084,207   $39,404,826   $34,533,070
  Not practicable                         $37,051,959             *   $53,795,312             *
</TABLE>

*  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 Local Partnerships.

The carrying amount of other financial  instruments that require such disclosure
approximates fair value.

NOTE 4 - Property and Equipment

The components of property and equipment are as follows:
<TABLE>
<CAPTION>

                                               March 31,               Estimated
                                    ------------------------------    Useful Lives
                                         2004             2003          (Years)
                                    -------------    -------------    ------------
<S>                                 <C>              <C>                 <C>
Land                                $   5,692,516    $   5,692,516           -
Building and improvements             175,088,136      174,948,799       15-40
Furniture and fixtures                  3,154,084        3,138,905        3-10
                                    -------------    -------------
                                      183,934,736      183,780,220

Less: Accumulated depreciation        (60,170,732)     (55,076,049)
                                    -------------    -------------

                                    $ 123,764,004    $ 128,704,171
                                    =============    =============
</TABLE>

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, 2004 and 2003.  In addition,  as of March 31, 2004 and 2003,  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

                                       84
<PAGE>


                        INDEPENDENCE TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2004


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, 2004, 2003 and 2002 amounted
to, $5,550,233, $5,689,426 and $5,591,004, respectively.

During the years  ended  March 31, 2004 and 2003,  accumulated  depreciation  of
$455,550 and $35,312, respectively, was written off.

NOTE 5 - Cash Held in Escrow

Cash held in escrow consists of the following:
<TABLE>
<CAPTION>
                                                 March 31,
                                         -------------------------
                                             2004          2003
                                         -----------   -----------
<S>                                      <C>           <C>
Purchase price payments*                 $    28,000   $    28,000
Real estate taxes, insurance and other     5,595,561     5,064,851
Reserve for replacements                   3,943,998     3,493,460
Tenant security deposits                     716,067       719,193
                                         -----------   -----------

                                         $10,283,626   $ 9,305,504
                                         ===========   ===========
</TABLE>

*    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:
<TABLE>
<CAPTION>

                                          March 31,
                                 --------------------------
                                     2004           2003         Period
                                 -----------    -----------    -----------
<S>                              <C>            <C>
Financing expenses               $ 3,183,310    $ 2,975,515         *
Less: Accumulated amortization    (1,562,588)    (1,389,754)
                                 -----------    -----------

                                 $ 1,620,722    $ 1,585,761
                                 ===========    ===========
</TABLE>

*    Over the life of the related mortgages.

Amortization  expense for the years ended March 31, 2004, 2003 and 2002 amounted
to $203,437, $164,369 and $192,817, respectively.

During the year ended March 31, 2004,  accumulated  amortization  of $30,603 was
written off.

NOTE 7 - Mortgage Notes Payable

The  mortgage   notes  are  payable  in  aggregate   monthly   installments   of
approximately  $651,000,  including principal and interest at rates varying from
0% to 9% per  annum,  through  the  year  2048.  Each  subsidiary  partnership's
mortgage  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.

                                       85
<PAGE>


                        INDEPENDENCE TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2004


Certain mortgage notes with balances  aggregating  $8,503,021 and $10,472,133 at
December 31, 2003 and 2002,  respectively,  which bear interest at rates ranging
from  7.5%  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, 2004, for each of the
next five fiscal years and thereafter, are as follows:
<TABLE>
<CAPTION>

Fiscal Year Ending                    Amount
------------------                 ------------
<S>                                <C>
2004                               $  2,811,353
2005                                  2,926,143
2006                                  3,098,712
2007                                  4,028,055
2008                                  3,445,827
Thereafter                           76,528,265
                                   ------------
                                    $92,838,355
                                   ============
</TABLE>

The mortgage  agreements  require  monthly  deposits to replacement  reserves of
approximately  $132,000 and monthly  deposits to escrow accounts for real estate
taxes, hazard and mortgage insurance and other (Note 5).

655 North Street Limited Partnership
------------------------------------
In December  2003,  655 North Street  Limited  Partnership  ("655 North Street")
completed a mortgage  restructuring through the Mark to Market program (mortgage
restructuring  with an  FHA-insured  mortgage  remaining).  The  prior  mortgage
balance  of   approximately   $3,991,000  was  repaid  with  proceeds  from  the
refinancing.  The first mortgage consists of a $2,723,800  mortgage note bearing
interest  at 5.40%  per  annum,  with  principal  and  interest  due in  monthly
installments  of $23,527  beginning in February 2004 through  October 2017.  The
second  mortgage  consists  of a  $2,602,134  mortgage  note  through a mortgage
restructuring  loan payable to HUD at an interest  rate of 2.00% per annum and a
term of  approximately  30 years.  Annual  payments are due 60 days after fiscal
year end to the extent of 75% of surplus cash.

Plainsboro Housing Partners Limited Partnership
-----------------------------------------------
On  November  13,  2003,   Plainsboro   Housing  Partners  Limited   Partnership
("Plainsboro") refinanced its existing indebtedness by borrowing $2,950,000 from
PW Funding Inc., (an affiliate of the General Partner).  The loan bears interest
at the rate of 6.7%  per  annum  with  principal  and  interest  due in  monthly
installments  of $19,036  and matures on  December  1, 2033.  Plainboro's  prior
indebtedness of approximately $2,515,000 was repaid.

Los Angeles Limited Partnership
-------------------------------
On March 31, 2003, Los Angeles Limited  Partnership  ("Los Angeles")  refinanced
its mortgage and  modified it to  $3,626,000  payable to the Puerto Rico Housing
Finance  Corporation.  The mortgage bears interest at the rate of 6.5% per annum
with  installments  of  $21,907  payable  on the first day of each  month on the
outstanding balance of principal.  In addition, a second mortgage note dated May
1, 2003 of $400,985 was given to Puerto Rico Housing Finance Corporation as part
of the refinancing of the previous  mortgage note. The principal  amount of this
second mortgage note will not accrue interest.

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.

                                       86
<PAGE>


                        INDEPENDENCE TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2004


As of March 31, 2004 and 2003, the Partnership owes an affiliate, of the General
Partner,  approximately  $2,894,000  and $1,298,000  respectively  for operating
advances.  These  advances are  non-interest  bearing and have no set  repayment
terms.  The Partnership  has advanced these monies to two Local  Partnerships to
fund their operations.

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,  2004,  2003 and 2002 were as
follows:
<TABLE>
<CAPTION>
                                                       Year Ended March 31,
                                              -------------------------------------
                                                 2004          2003*        2002
                                              ----------    ----------   ----------
<S>                                           <C>           <C>          <C>
Partnership management fees (i)               $  880,000    $  880,000   $  880,000
Expense reimbursement (ii)                       163,819       158,434      135,388
Local administrative fee (iv)                     98,000        77,000       61,000
                                              ----------    ----------   ----------
Total general and administrative-
 General Partner                               1,141,819     1,115,434    1,076,388
                                              ----------    ----------   ----------

Property management fees incurred to
 affiliates of the subsidiary partnerships'
 general partners (iii)                          855,171       790,130      957,982
                                              ----------    ----------   ----------
Total general and administrative-
 related parties                              $1,996,990    $1,905,564   $2,034,370
                                              ==========    ==========   ==========
</TABLE>

*Reclassified for comparative purposes.

(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  $5,719,000 and $4,839,000 were accrued and unpaid as of March 31,
2004 and 2003, 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.  Expense reimbursements owed to the General Partners
and its affiliates amounting to approximately $982,000 and $818,000 were accrued
and unpaid as of March 31, 2004 and 2003, respectively.

(iii)  Property  management  fees  incurred  to  affiliates  of  the  subsidiary
partnerships amounted to $855,171,  $790,130 and $957,982 for the 2003, 2002 and
2001 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.

                                       87
<PAGE>


                        INDEPENDENCE TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2004


On November  13,  2003,  Plainsboro  refinanced  its  existing  indebtedness  by
borrowing $2,950,000 from PW Funding (an affiliate of the General Partner).

B) Due to Local General Partners and Affiliates

Due to local general partners and affiliates consists of the following:
<TABLE>
<CAPTION>

                                                                March 31,
                                                         -----------------------
                                                            2004         2003
                                                         ----------   ----------
<S>                                                      <C>          <C>
Development deficit advances                             $   50,000   $   50,000
Operating advances (i)                                    1,448,911    1,769,359
Development fee payable                                   1,471,351    1,936,175
Long-term notes payable (ii)                              1,528,850    1,550,953
Management and other fees                                   682,209      547,178
                                                         ----------   ----------

                                                         $5,181,321   $5,853,665
                                                         ==========   ==========
(i) Operating advances include the following loans:

Christine Apartments, L.P.                               $  116,100   $  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.                           $  979,770   $  979,770
------------------------------
The first note bears interest at 7% payable  monthly
Principal on the loan is due and payable in full on
December 31, 2009.  The second 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.                        $  549,080   $  571,183
---------------------------------
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 $134,000, $125,000
and $105,000 for the 2003, 2002 and 2001 Fiscal Years,
respectively.
</TABLE>

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.

                                       88
<PAGE>


                        INDEPENDENCE TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2004


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:
<TABLE>
<CAPTION>
                                                                 Year Ended December 31,
                                                        -----------------------------------------
                                                           2003           2002           2001
                                                        -----------    -----------    -----------
<S>                                                     <C>            <C>            <C>
Financial statement net loss                            $(7,556,569)   $(5,343,745)   $(5,482,194)

Differences between depreciation and amortization
expense recorded for financial reporting purposes
and the accelerated cost recovery system utilized for
income tax purposes                                      (1,093,667)      (935,964)    (2,173,172)

Differences  resulting from parent  company having a
different  fiscal year for income tax and financial
reporting purposes                                           19,709         11,739         88,461

Other                                                     1,584,004        (69,850)       224,941
                                                        -----------    -----------    -----------

Net loss as shown on the income tax return for the
calendar year ended                                     $(7,046,523)   $(6,337,820)   $(7,341,964)
                                                        ===========    ===========    ===========
</TABLE>

NOTE 10 - Commitments and Contingencies

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,  2004,  uninsured  cash and cash
equivalents approximated $734,000.

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 $7,001,508, $11,256,724 and $11,986,066 Housing Tax Credits during the
2003, 2002 and 2001 tax years, respectively.

                                       89
<PAGE>

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

None

Item 9A. Controls and Procedures

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

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


                                    PART III

Item 10.  Directors and Executive Officers of the Registrant.

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 ("RIAI) and is an affiliate
of  Related  Capital  Company  ("RCC").  The  Partnership  has no  directors  or
executive officers.  The Partnership's affairs are managed and controlled by the
General  Partner.  The  Partnership  has not  adopted a separate  code of ethics
because the Partnership  has no directors or executive  officers.  However,  the
parent company of RCC, which controls our General  Partners,  has adopted a code
of ethics. See http://www.chartermac.com.

On November 17, 2003,  CharterMac  acquired RCC, which is the indirect parent of
RCC Manager  LLC, the sole  shareholder  of RIAI.  Pursuant to the  acquisition,
CharterMac acquired controlling interests in the General Partner. Alan P. Hirmes
replaced Stephen M. Ross as Director of RIAI effective April 1, 2004 as a result
of this  acquisition.  This  acquisition  did not affect the  Partnership or its
day-to-day operations,  as the majority of the General Partner's management team
remained unchanged.

Certain  information  concerning the directors and executive officers of RIAI is
set forth below.

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

Alan P.  Hirmes                     Director and President

Stuart J.  Boesky                   Senior Vice President

Marc D.  Schnitzer                  Vice President

Denise L.  Kiley                    Vice President

Glenn F.  Hopps                     Treasurer

Teresa Wicelinski                   Secretary

ALAN P. HIRMES,  49, 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

                                       90
<PAGE>

of Capital. Mr. Hirmes graduated from Hofstra University with a Bachelor of Arts
degree.  Mr.  Hirmes  also serves on the Board of  Trustees  of  CharterMac  and
American Mortgage Acceptance Company ("AMAC").

STUART J. BOESKY,  48,  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 Trustees of CharterMac and AMAC.

MARC D. SCHNITZER,  43, 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.  Mr.  Schnitzer
also serves on the Board of Trustees of CharterMac.

DENISE L. KILEY,  44, 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. Ms. Kiley also serves on the Board of Trustees of CharterMac.

GLENN F. HOPPS, 41, joined Related in December, 1990, and prior to that date was
employed 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,  38, 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.


                                       91
<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.
<TABLE>
<CAPTION>
                      Name and Address of     Amount and Nature of           Percentage
Title of Class        Beneficial Ownership    Beneficial Ownership            of Class
--------------        --------------------    --------------------           ----------

<S>                   <C>                     <C>                               <C>
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
</TABLE>

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 General Partner nor any director or executive officer of the General
Partner owns any Limited Partnership  Interests.  The following table sets forth
the number of BACs  beneficially  owned,  as of June 2,  2004,  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
General  Partner and (iii) the directors  and executive  officers of the general
partner of the General Partner as a group.  Unless otherwise noted, all BACs are
owned directly with sole voting and dispositive powers.

                                       92
<PAGE>

<TABLE>
<CAPTION>

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

<S>                                     <C>                                 <C>
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%

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
General Partner as a group
(eight persons)
</TABLE>

(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 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 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 General Partner or
its  affiliates.  The  addresses  of each of the  Partnership,  Lehigh I and the
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 2, 2004,  Lehigh I held 3,410.65 BACs and Lehigh II
held 3,435.65 BACs.

                                       93
<PAGE>

(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 are  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.

Item 14. Principal Accountant Fees and Services

Audit Fees
----------
The  aggregate  fees billed by Trien  Rosenberg  Rosenberg  Weinberg  Ciullo and
Fazzari  LLP  and  their  respective  affiliates  (collectively,   "Trien")  for
professional  services rendered for the audit of our annual financial statements
for the years ended March 31, 2004 and 2003 and for the reviews of the financial
statements  included  in the  Partnership's  Quarterly  Reports on Form 10-Q for
those years were $53,400 and $53,400, respectively.

Audit - Related Fees
--------------------
None.

Tax Fees
--------
The aggregate fees billed by Weiser LLP (formerly, Rubin and Katz LLP) and their
respective  affiliates  (collectively,  "Weiser")  and  Friedman  Alpren & Green
("Friedman")  for  professional  services  rendered for the  preparation  of our
annual tax returns for the years ended  December  31, 2003 and 2002 were $20,300
and $20,000, respectively.

All Other Fees
--------------
None.

The Partnership is not required to have, and does not have, a stand-alone  audit
committee.

                                       94
<PAGE>

                                     PART IV

Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

                                                                      Sequential
                                                                         Page
                                                                      ----------

(a) 1.   Financial Statements
         --------------------

         Report of Independent Registered Public Accounting Firm           14

         Consolidated Balance Sheets at March 31, 2004 and 2003            78

         Consolidated Statements of Operations for the Years
         Ended March 31, 2004, 2003 and 2002          79

         Consolidated  Statements of Changes in Partners' Capital
         (Deficit) for the Years Ended March 31, 2004,  2003 and
         2002                                                              80

         Consolidated Statements of Cash Flows for the Years Ended
         March 31, 2004, 2003 and 2002                                     81

         Notes to Consolidated Financial Statements                        82

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

         Report of Independent Registered Public Accounting Firm          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                                    96

         *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)

(31.1)   Certification Pursuant to Rule 13a-14(a) or Rule 15d-14(a)        99

(32.1)   Certification Pursuant to Rule 13a-14(b) or Rule  15d-14(b)
         and Section  1350 of Title 18 of the United  States
         Code (18 U.S.C. 1350)                                            101

                                       95
<PAGE>

Item 15. Exhibits,  Financial  Statement  Schedules,  and  Reports  on Form 8-K.
         (continued)
                                                                      Sequential
                                                                         Page
                                                                      ----------

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

         No reports on Form 8-K were filed  during the  quarter
         ended March 31, 2004.

                                                                  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


                                       96
<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 16, 2004                 By: /s/ Alan P. Hirmes
                                        ------------------
                                        Alan P. Hirmes
                                        Director and President
                                        (Chief Executive and Financial Officer)



Date: June 16, 2004                 By: /s/ Glenn F. Hopps
                                        ------------------
                                        Glenn F. Hopps
                                        Treasurer
                                        (Chief Accounting 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
----------------------   ----------------------------------        -------------



/s/ Alan P. Hirmes       Director and President
------------------       (chief executive and financial officer)
Alan P.  Hirmes          of Related Independence Associates Inc.   June 16, 2004



/s/ Glenn F. Hopps       Treasurer
------------------       (chief accounting officer) of
Glenn F.  Hopps          Related Independence Associates Inc.      June 16, 2004





<PAGE>


                                                                    Exhibit 31.1


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


I, Alan P.  Hirmes,  Chief  Executive  Officer  and Chief  Financial  Officer of
Related  Independence  Associates Inc. a general partner of Related Independence
Associates L.P. the General  Partner of  Independence  Tax Credit Plus L.P. (the
"Partnership"), hereby certify that:

     1.  I have  reviewed  this annual report on Form 10-K for the period ending
         March 31, 2004 of the Partnership;

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

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

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


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

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

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

         d)  disclosed  in this  annual  report any change in the  Partnership's
         internal  control over  financial  reporting  that occurred  during the
         period  ending  March 31,  2004  that has  materially  affected,  or is
         reasonably  likely to materially  affect,  the  Partnership's  internal
         control over financial reporting; and



<PAGE>


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


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

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


         Date: June 16, 2004
               -------------
                                     By: /s/ Alan P. Hirmes
                                         ------------------
                                         Alan P. Hirmes
                                         Chief Executive Officer
                                         and Chief Financial Officer


<PAGE>

                                                                    Exhibit 32.1


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


In connection with the Annual Report of  Independence  Tax Credit Plus L.P. (the
"Partnership")  on Form 10-K for the period  ending March 31, 2004 as filed with
the  Securities  and  Exchange  Commission  ("SEC")  on  the  date  hereof  (the
"Report"),  I, Alan P.  Hirmes,  Chief  Executive  Officer  and Chief  Financial
Officer of Related  Independence  Associates  Inc. a general  partner of Related
Independence  Associates L.P. the General Partner of the  Partnership,  certify,
pursuant to 18 U.S.C.  Section 1350,  as adopted  pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:


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


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

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

By:  /s/ Alan P. Hirmes
     ------------------
     Alan P. Hirmes
     Chief Executive Officer and
     Chief Financial Officer
     June 16, 2004



<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
             --------------------------------------------------------



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
10,  2004 on page 14, and based on the reports of other  auditors,  we have also
audited  supporting  Schedule  I for the 2003,  2002 and 2001  Fiscal  Years and
Schedule  III at March 31, 2004.  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 10, 2004


<PAGE>


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









                            CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
                                     ASSETS

                                                                    March 31,
                                                            -------------------------
                                                               2004          2003
                                                            -----------   -----------
<S>                                                         <C>           <C>
Cash and cash equivalents                                   $    32,537   $     1,491
Advances and investment in subsidiary partnerships           25,298,379    28,808,492
Cash held in escrow                                              28,000        28,000
Other assets                                                    116,299       116,299
                                                            -----------   -----------

Total assets                                                $25,475,215   $28,954,282
                                                            ===========   ===========


                        LIABILITIES AND PARTNERS' CAPITAL


Other liabilities                                           $    24,384   $    14,060
Due to general partners and affiliates                        9,596,356     6,956,964
                                                            -----------   -----------

Total liabilities                                             9,620,740     6,971,024
                                                            -----------   -----------

Partners' capital*                                           15,854,475    21,983,258
                                                            -----------   -----------

Total liabilities and partners' capital                     $25,475,215   $28,954,282
                                                            ===========   ===========
</TABLE>


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  $587,935 and $623,530 of related party
income at March 31, 2004 and 2003, respectively.


                                      103
<PAGE>

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




                       CONDENSED STATEMENTS OF OPERATIONS


                                                       Year Ended March 31,
                                            -----------------------------------------
                                                2004           2003          2002
                                            -----------    -----------    -----------
<S>                                         <C>            <C>            <C>
Revenues                                    $     4,958    $     5,264    $   (61,217)
                                            -----------    -----------    -----------

Expenses

Administrative and management                   163,819        158,743        142,020
Administrative and management-related
  parties                                     1,021,560      1,038,434      1,015,388
                                            -----------    -----------    -----------

Total expenses                                1,185,379      1,197,177      1,157,408
                                            -----------    -----------    -----------

Loss from operations                         (1,180,421)    (1,191,913)    (1,218,625)

Equity in loss of subsidiary partnerships    (4,948,362)    (2,943,111)    (3,349,455)
                                            -----------    -----------    -----------

Net loss                                    $(6,128,783)   $(4,135,024)   $(4,568,080)
                                            ===========    ===========    ===========
</TABLE>

                                      104
<PAGE>



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


                       CONDENSED STATEMENTS OF OPERATIONS


                                                           Year Ended March 31,
                                                -----------------------------------------
                                                       2004           2003           2002
                                                -----------    -----------    -----------
<S>                                             <C>            <C>            <C>
Cash flows from operating activities:

Net loss                                        $(6,128,783)   $(4,135,024)   $(4,568,080)
                                                -----------    -----------    -----------

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

Equity in loss of subsidiary partnerships         4,948,362      2,943,111      3,349,455
Increase (decrease) in other liabilities             10,324          6,594         (6,313)
Increase in due to general partner
  and affiliates                                  2,639,392      1,359,517      1,028,588
                                                -----------    -----------    -----------

Total adjustments                                 7,598,078      4,309,222      4,371,730
                                                -----------    -----------    -----------

Net cash provided by (used in) operating
  activities                                      1,469,295        174,198       (196,350)
                                                -----------    -----------    -----------

Cash flows from investing activities:

Decrease in cash
  held in escrow-purchase price payments                  0          4,666         59,334
Investment in subsidiary partnerships                     0         (4,666)       (59,334)
Distributions from subsidiary partnerships          147,693        185,671        101,666
Advances to subsidiary partnerships              (1,585,942)      (368,086)      (227,892)
                                                -----------    -----------    -----------

Net cash used in investing activities            (1,438,249)      (182,415)      (126,226)
                                                -----------    -----------    -----------

Net increase (decrease) in cash and cash
  equivalents                                        31,046         (8,217)      (322,576)

Cash and cash equivalents, beginning of year          1,491          9,708        332,284
                                                -----------    -----------    -----------

Cash and cash equivalents, end of year          $    32,537    $     1,491    $     9,708
                                                ===========    ===========    ===========
</TABLE>

                                      105
<PAGE>

                        INDEPENDENCE TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
                                  SCHEDULE III
                    REAL ESTATE AND ACCUMULATED DEPRECIATION
                   Partnership Property Pledged as Collateral
                                 MARCH 31, 2004
<TABLE>
<CAPTION>



                                                               Initial Cost to Partnership      Cost Capitalized
                                                              ------------------------------     Subsequent to
                                                                               Buildings and      Acquisition:
Description                                Encumbrances           Land         Improvements       Improvements
-----------                                ------------       -----------      -------------    ----------------
Apartment Complexes
<S>                                         <C>               <C>               <C>               <C>
Harbor Court Limited Partnership,
  Staten Island, NY                         $         0       $   137,450       $ 1,007,966       $    69,289
Old Public Limited Partnership
  Lawrenceburg, TN                              441,078            10,000         1,713,310            81,678
Lancaster Terrace Limited Partnership
  Salem, OR                                   1,507,878           161,269         3,679,601            40,470
655 North Street Limited Partnership
  Baton Rouge, LA                             5,325,934           125,500         3,040,980         5,618,940
Landreth Venture
  Philadelphia, PA                            3,273,964             1,761         5,903,337            99,365
Homestead Apartments Associates Ltd.
  Homestead, FL                               3,429,182           329,402                 0         5,943,165
Bethel Villa Associates, L.P.
  Wilmington, DE                              4,097,223           270,000         5,969,354         3,173,905
West Diamond Street Associates
  Philadelphia, PA                            1,576,000            30,829         3,444,649          (987,118)
Susquehanna Partners
  Philadelphia, PA                            1,771,786            16,000                 0         3,998,995
Boston Bay Limited Partnership
  Boston, MA                                  2,576,647           440,000         4,143,758           843,450
Morrant Bay Limited Partnership
  Boston, MA                                  3,845,918           650,000         5,522,250         1,295,150
Hope Bay Limited Partnership
  Boston, MA                                  1,284,439           225,000         1,435,185           655,790
Lares Apartments Limited Partnership
  Lares, PR                                   4,422,354           137,000                 0         5,261,624
Lajas Apartments Limited Partnership
  Lajas, PR                                   4,080,667           110,090         4,952,929           202,008
Arlington-Rodeo Properties
  Los Angeles, CA                             3,543,123           624,052                 0         5,064,598
Conifer Bateman Associates
  Lowville, NY                                  938,977            15,000         2,525,729            80,046
Hampden Hall Associates, L.P.
  St.  Louis, MO                              2,141,899                 0                 0         7,501,178
Chester Renaissance Associates
  Chester, PA                                   873,000            33,667           168,333         1,782,784
Homestead Apartments II, LTD
  Homestead, FL                               3,365,874           338,966                 0         5,287,011
P.S.  157 Associates, L.P.
  New York, NY                                6,635,472            36,500         9,350,642            89,330

<CAPTION>



                                           Gross Amount at which Carried at Close of Period
                                           ------------------------------------------------
                                                            Buildings and
Description                                   Land          Improvements          Total
-----------                                -----------      -------------      ------------
Apartment Complexes
<S>                                        <C>               <C>               <C>
Harbor Court Limited Partnership,
  Staten Island, NY                        $   140,813       $ 1,073,892       $ 1,214,705
Old Public Limited Partnership
  Lawrenceburg, TN                              13,640         1,791,348         1,804,988
Lancaster Terrace Limited Partnership
  Salem, OR                                    163,105         3,718,235         3,881,340
655 North Street Limited Partnership
  Baton Rouge, LA                              127,751         8,657,669         8,785,420
Landreth Venture
  Philadelphia, PA                               3,645         6,000,818         6,004,463
Homestead Apartments Associates Ltd.
  Homestead, FL                                340,868         5,931,699         6,272,567
Bethel Villa Associates, L.P.
  Wilmington, DE                               275,099         9,138,160         9,413,259
West Diamond Street Associates
  Philadelphia, PA                              32,414         2,455,946         2,488,360
Susquehanna Partners
  Philadelphia, PA                              17,585         3,997,410         4,014,995
Boston Bay Limited Partnership
  Boston, MA                                   441,585         4,985,623         5,427,208
Morrant Bay Limited Partnership
  Boston, MA                                   651,585         6,815,815         7,467,400
Hope Bay Limited Partnership
  Boston, MA                                   226,585         2,089,390         2,315,975
Lares Apartments Limited Partnership
  Lares, PR                                    151,585         5,247,039         5,398,624
Lajas Apartments Limited Partnership
  Lajas, PR                                    111,675         5,153,352         5,265,027
Arlington-Rodeo Properties
  Los Angeles, CA                              625,637         5,063,013         5,688,650
Conifer Bateman Associates
  Lowville, NY                                  16,585         2,604,190         2,620,775
Hampden Hall Associates, L.P.
  St.  Louis, MO                                 1,585         7,499,593         7,501,178
Chester Renaissance Associates
  Chester, PA                                   42,153         1,942,631         1,984,784
Homestead Apartments II, LTD
  Homestead, FL                                340,551         5,285,426         5,625,977
P.S.  157 Associates, L.P.
  New York, NY                                  38,085         9,438,387         9,476,472

<CAPTION>


                                                                                          Life on which
                                                                                         Depreciation in
                                                             Year of                      Latest Income
                                           Accumulated    Construction/      Date         Statements is
Description                                Depreciation    Renovation      Acquired         Computed*
-----------                                ------------   -------------    ---------     ----------------
Apartment Complexes
<S>                                        <C>               <C>           <C>             <C>
Harbor Court Limited Partnership,
  Staten Island, NY                        $   377,275       1991          Dec. 1991       27.5 years
Old Public Limited Partnership
  Lawrenceburg, TN                             765,052       1991          Dec. 1991       27.5 years
Lancaster Terrace Limited Partnership
  Salem, OR                                  1,785,863       1992          Feb. 1992       15-27.5 years
655 North Street Limited Partnership
  Baton Rouge, LA                            3,532,382       1992          Mar. 1992       27.5 years
Landreth Venture
  Philadelphia, PA                           1,786,218       1992          Mar. 1992       40 years
Homestead Apartments Associates Ltd.
  Homestead, FL                              1,703,405       1992          Mar. 1992       40 years
Bethel Villa Associates, L.P.
  Wilmington, DE                             3,124,136       1992          Apr. 1992       27.5 years
West Diamond Street Associates
  Philadelphia, PA                           1,249,343       1992          May 1992        40 years
Susquehanna Partners
  Philadelphia, PA                           1,138,794       1992          May 1992        20-40 years
Boston Bay Limited Partnership
  Boston, MA                                 2,174,817       1991          Aug. 1992       27.5 years
Morrant Bay Limited Partnership
  Boston, MA                                 2,922,316       1991          Aug. 1992       27.5 years
Hope Bay Limited Partnership
  Boston, MA                                   892,570       1991          Aug. 1992       27.5 years
Lares Apartments Limited Partnership
  Lares, PR                                  1,389,514       1992          Aug. 1992       40 years
Lajas Apartments Limited Partnership
  Lajas, PR                                  1,537,697       1992          Aug. 1992       40 years
Arlington-Rodeo Properties
  Los Angeles, CA                            1,642,374       1992          Aug. 1992       27.5 years
Conifer Bateman Associates
  Lowville, NY                               1,121,213       1990          Aug. 1992       15-27.5 years
Hampden Hall Associates, L.P.
  St.  Louis, MO                             2,920,684       1992          Sep. 1992       27.5 years
Chester Renaissance Associates
  Chester, PA                                  536,901       1992          Sep. 1992       40 years
Homestead Apartments II, LTD
  Homestead, FL                              1,433,141       1992          Oct. 1992       40 years
P.S.  157 Associates, L.P.
  New York, NY                               2,651,147       1992          Nov 1992        40 years

</TABLE>


                                      106
<PAGE>

                        INDEPENDENCE TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
                                  SCHEDULE III
                    REAL ESTATE AND ACCUMULATED DEPRECIATION
                   Partnership Property Pledged as Collateral
                                 MARCH 31, 2004
                                   (continued)
<TABLE>
<CAPTION>



                                                               Initial Cost to Partnership      Cost Capitalized
                                                              ------------------------------     Subsequent to
                                                                               Buildings and      Acquisition:
Description                                Encumbrances           Land         Improvements       Improvements
-----------                                ------------       -----------      -------------    ----------------
<S>                                         <C>               <C>               <C>               <C>
Apartment Complexes

Cloisters Limited Partnership II
  Philadelphia, PA                                    0            35,160                  0         9,580,526
Creative Choice Homes II, LTD
  Opa-Locka, FL                               9,225,381                 0                  0        21,433,650
Milford Crossing Associates L.P. (**)
  Milford, DE                                 2,454,406           203,006                  0         4,379,672
BX-7F Associates, L.P.
  Bronx, NY                                   2,952,586                 4          5,705,064            77,118
Los Angeles Limited Partnership
  Rio Piedras, PR                             4,008,511           201,210                  0         6,683,573
Christine Apartments, L.P.
  Buffalo, NY                                 1,245,000            10,000          2,351,072           247,642
Plainsboro Housing Partners, L.P.
  Plainsboro, NJ                              4,329,899           800,000                  0         8,851,487
Rolling Green Associates, L.P.
  Syracuse, NY                                1,349,157           180,000         19,583,101           960,284
                                           ------------       -----------       ------------      ------------

                                           $ 92,838,355       $ 5,121,866       $ 80,497,260      $ 98,315,610
                                           ============       ===========       ============      ============
<CAPTION>



                                           Gross Amount at which Carried at Close of Period
                                           ------------------------------------------------
                                                            Buildings and                        Accumulated
Description                                   Land          Improvements          Total          Depreciation
-----------                                -----------      -------------      ------------      ------------
<S>                                        <C>              <C>                <C>                <C>
Apartment Complexes

Cloisters Limited Partnership II
  Philadelphia, PA                              36,745         9,578,941          9,615,686         2,589,727
Creative Choice Homes II, LTD
  Opa-Locka, FL                                574,637        20,859,013         21,433,650         5,547,514
Milford Crossing Associates L.P. (**)
  Milford, DE                                  115,519         4,467,159          4,582,728         1,830,195
BX-7F Associates, L.P.
  Bronx, NY                                      2,178         5,780,008          5,782,186         1,617,991
Los Angeles Limited Partnership
  Rio Piedras, PR                              203,384         6,681,399          6,884,783         1,753,802
Christine Apartments, L.P.
  Buffalo, NY                                   13,174         2,595,540          2,608,714           981,969
Plainsboro Housing Partners, L.P.
  Plainsboro, NJ                               802,174         8,849,313          9,651,487         2,942,799
Rolling Green Associates, L.P.
  Syracuse, NY                                 182,174        20,541,211         20,723,385         8,221,893
                                           ----------       ------------       ------------       -----------

                                           $5,692,516       $178,242,220       $183,934,736       $60,170,732
                                           ==========       ============       ============       ===========
<CAPTION>


                                                                           Life on which
                                                                          Depreciation in
                                              Year of                      Latest Income
                                           Construction/      Date         Statements is
Description                                 Renovation      Acquired         Computed*
-----------                                -------------    ---------     ----------------
<S>                                             <C>         <C>                <C>
Apartment Complexes

Cloisters Limited Partnership II
  Philadelphia, PA                              1992        Nov 1992           40 years
Creative Choice Homes II, LTD
  Opa-Locka, FL                                 1988        Dec 1992           40 years
Milford Crossing Associates L.P. (**)
  Milford, DE                                   1992        Dec. 1992          27.5 years
BX-7F Associates, L.P.
  Bronx, NY                                     1993        Jan. 1993          40 years
Los Angeles Limited Partnership
  Rio Piedras, PR                               1994        Apr. 1993          40 years
Christine Apartments, L.P.
  Buffalo, NY                                   1993        June 1993          27.5 years
Plainsboro Housing Partners, L.P.
  Plainsboro, NJ                                1994        July 1993          27.5 years
Rolling Green Associates, L.P.
  Syracuse, NY                                  1992        Oct. 1993          27.5 years

</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.


                                      107
<PAGE>


                        INDEPENDENCE TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
                                  SCHEDULE III
                    REAL ESTATE AND ACCUMULATED DEPRECIATION
                   Partnership Property Pledged as Collateral
                                 MARCH 31, 2004
                                   (continued)
<TABLE>
<CAPTION>
                                         Cost of Property and Equipment                         Accumulated Depreciation
                                 -----------------------------------------------    -----------------------------------------------
                                                                         Year Ended March 31,
                                 --------------------------------------------------------------------------------------------------
                                     2004              2003            2002             2004             2003             2002
                                 -------------    -------------    -------------    -------------    -------------    -------------
<S>                              <C>              <C>              <C>              <C>              <C>              <C>
Balance at beginning of period   $ 183,780,220    $ 183,379,486    $ 182,869,413    $  55,076,049    $  49,421,936    $  43,831,616

Additions during period:
Improvements                           611,266          436,047          510,610
Depreciation expense                                                                    5,550,233        5,689,426        5,591,004
Deductions during period:

Dispositions                          (456,750)         (35,313)            (537)        (455,550)         (35,313)            (684)
                                 -------------    -------------    -------------    -------------    -------------    -------------

Balance at close of period       $ 183,934,736    $ 183,780,220    $ 183,379,486    $  60,170,732    $  55,076,049    $  49,421,936
                                 =============    =============    =============    =============    =============    =============
</TABLE>

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.

                                      108