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, 2003

                                       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, 2002 was
$23,099,000, 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.

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, 2003, the  Partnership had
acquired  interests in twenty-eight  Local  Partnerships.  As of March 31, 2003,
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
provided  that the Local  Partnership  satisfies the rent  restriction,  minimum

                                       2
<PAGE>

set-aside and other requirements for recognition of the Tax Credits at all times
during such period.  Once a Local  Partnership  has become eligible to recognize
Tax Credits,  it may lose such eligibility and suffer an event of "recapture" if
its Property  fails to remain in  compliance  with the Tax Credit  requirements.
None of the Local Partnerships in which the Partnership has acquired an interest
has suffered an event of recapture.

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

The  Partnership  is subject to the risks  incident to potential  losses arising
from the management and ownership of improved real estate.  The  Partnership can
also be affected by poor economic conditions generally, however no more than 21%
of the  Properties are located in any single state.  There are also  substantial
risks associated with owning  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").

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,
2003. 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.


                                       3
<PAGE>

<TABLE>
<CAPTION>
                           Local Partnership Schedule
                           --------------------------

                                                         % of Units Occupied  at  May 1,
Name and Location                                        --------------------------------
(Number of Units)                       Date Acquired    2003   2002   2001   2000   1999
-------------------------------------   -------------    ----   ----   ----   ----   ----
<S>                                     <C>              <C>    <C>    <C>    <C>    <C>
Harbor Court Limited Partnership        December 1991     98%   100%   100%    98%    95%
Staten Island, NY (40)

Old Public Limited Partnership          December 1991     93%    61%    85%    48%    87%
Lawrenceburg, TN (30)

Lancaster Terrace Limited Partnership   February 1992     86%    97%    91%    97%    99%
Salem, OR (104)

655 North Street Limited Partnership    March 1992        87%    83%    85%    80%    74%
Baton Rouge, LA (195)

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

Homestead Apartments Associates Ltd.    March 1992        93%    97%    98%    96%    94%
Homestead, FL (123)

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

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

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

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

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

Hope Bay Limited Partnership            August 1992      100%    96%   100%    98%    98%
Boston, MA (45)

Lares Apartments Limited Partnership    August 1992      100%   100%   100%   100%   100%

Lares, PR (102)

Lajas Apartments Limited Partnership    August 1992      100%   100%   100%   100%   100%

Lajas, PR (99)

Arlington-Rodeo Properties              August 1992      100%    90%   100%   100%   100%
Los Angeles, CA (29)

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

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

Chester Renaissance Associates          September 1992   100%    95%    95%   100%   100%
Chester, PA (20)
</TABLE>


                                        4
<PAGE>

<TABLE>
<CAPTION>
                     Local Partnership Schedule (continued)
                     --------------------------

                                                         % of Units Occupied  at  May 1,
Name and Location                                        --------------------------------
(Number of Units)                       Date Acquired    2003   2002   2001   2000   1999
-------------------------------------   -------------    ----   ----   ----   ----   ----
<S>                                     <C>              <C>    <C>    <C>    <C>    <C>
Homestead Apts. II LTD                  October 1992      96%    99%    95%    96%    94%
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%    97%   100%    95%   100%
Philadelphia, PA (65)

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

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

BX-7F Associates, L.P.                  January 1993     100%    98%    99%    95%    99%
Bronx, NY (85)

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

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

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

Rolling Green Associates, L.P.          October 1993      90%    84%    91%    94%    92%
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, 2003, the Partnership had issued and outstanding  76,786 Limited
Partnership  Interests,  each representing a $1,000 capital  contribution to the
Partnership,  or an aggregate  capital  contribution of $76,786,000.  All of the
issued  and  outstanding  Limited  Partnership  Interests  have  been  issued to
Independence  Assignor Inc. (the "Assignor Limited Partner"),  which has in turn
issued 76,786 BACs to the purchasers  thereof for an aggregate purchase price of
$76,786,000.  Each BAC  represents  all of the economic and virtually all of the
ownership  rights  attributable  to a Limited  Partnership  Interest held by the
Assignor  Limited  Partner.  BACs  may be  converted  into  Limited  Partnership
Interests at no cost to the holder (other than the payment of transfer costs not
to  exceed  $100),  but  Limited  Partnership  Interests  so  acquired  are  not
thereafter convertible into BACs.

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

As of May 6, 2003, the Partnership has approximately 4,608 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, 2003. The Partnership does not
anticipate  providing cash distributions to its BACs holders other than from net
refinancing or sales proceeds.

                                       6
<PAGE>

In January 2001, affiliates of Everest Properties,  Inc. ("Everest") conducted a
tender offer for up to 1,578 BACs. In  connection  with a prior tender offer for
BACs, an affiliate of the General  Partner  entered into a standstill  agreement
dated as of April 23, 1997 (the  "Standstill"),  which  precluded  Everest  from
independently  soliciting  BACs (by tender  offer or  otherwise).  At  Everest's
request,  the General  Partner caused its affiliate to release  Everest from the
Standstill  for the  limited  purpose of  permitting  Everest to make its tender
offer. In connection with such arrangements,  Everest agreed to cover all of the
Partnership's  expenses  with respect to processing  the tender offer  including
mailing  costs,  legal  fees and  other  administrative  costs  incurred  by the
Partnership.   These  reimbursements  resulted  in  aggregate  payments  to  the
Partnership  of $2,789 which are  reflected as "other  income" on the  financial
statements for Fiscal Year 2001.


                                       7
<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                     2003             2002             2001             2000             1999
-----------------------   -------------    -------------    -------------    -------------    -------------
<S>                       <C>              <C>              <C>              <C>              <C>
Revenues                  $  21,055,542    $  20,573,977    $  20,741,395    $  20,786,356    $  20,525,657

Operating expenses          (26,413,948)     (26,069,921)     (26,200,525)     (26,611,223)     (25,708,315)
                          -------------    -------------    -------------    -------------    -------------

Loss before                  (5,358,406)      (5,495,944)      (5,459,130)      (5,824,867)      (5,182,658)
  minority interest

Minority interest
  in loss of
  subsidiaries                   14,661           13,750           15,252           20,636           17,208
                          -------------    -------------    -------------    -------------    -------------

Net loss                  $  (5,343,745)   $  (5,482,194)   $  (5,443,878)   $  (5,804,231)   $  (5,165,450)
                          =============    =============    =============    =============    =============

Net loss per Weighted
  average BAC             $      (68.91)   $      (70.70)   $      (70.20)   $      (74.85)   $      (66.61)
                          =============    =============    =============    =============    =============

<CAPTION>
                                                              March 31,
                          ---------------------------------------------------------------------------------
FINANCIAL POSITION             2003             2002             2001             2000             1999
-----------------------   -------------    -------------    -------------    -------------    -------------
<S>                       <C>              <C>              <C>              <C>              <C>
Total assets              $ 142,581,513    $ 147,768,441    $ 153,954,157    $ 159,362,792    $ 164,969,973
                          =============    =============    =============    =============    =============

Total liabilities         $ 118,327,823    $ 117,856,272    $ 117,841,568    $ 117,620,369    $ 117,234,753
                          =============    =============    =============    =============    =============

Minority interest         $   5,193,688    $   5,508,422    $   6,226,648    $   6,412,604    $   6,601,170
                          =============    =============    =============    =============    =============

Total partners' capital   $  19,060,002    $  24,403,747    $  29,885,941    $  35,329,819    $  41,134,050
                          =============    =============    =============    =============    =============
</TABLE>

During the years ended March 31, 2003,  2002,  2001, 2000 and 1999, total assets
decreased primarily due to depreciation.


                                       8
<PAGE>

<TABLE>
<CAPTION>
                  Selected Quarterly Financial Data (Unaudited)

                                            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
  minority inter-
  est                     (793,031)      (976,679)    (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
  average BAC          $    (10.14)   $    (12.57)   $    (17.88)   $    (28.32)
                       ===========    ===========    ===========    ===========

<CAPTION>
                                            Quarter Ended
                       --------------------------------------------------------
                        June 30,      September 30,  December 31,    March 31,
OPERATIONS                2001            2001           2001           2002
--------------------   -----------    ------------    -----------    -----------
<S>                    <C>            <C>            <C>            <C>
Revenues               $ 4,988,399    $ 5,146,228    $ 5,140,099    $ 5,299,251

Operating ex-
  penses                (6,144,950)    (6,332,261)    (6,392,606)    (7,200,104)
                       -----------    -----------    -----------    -----------
Loss before
  minority inter-
  est                   (1,156,551)    (1,186,033)    (1,252,507)    (1,900,853)

Minority interest
  in loss of sub-
  sidiaries                  7,562          1,944          2,000          2,244
                       -----------    -----------    -----------    -----------

Net loss               $(1,148,989)   $(1,184,089)   $(1,250,507)   $(1,898,609)
                       ===========    ===========    ===========    ===========

Net loss per
  weighted
  average BAC          $    (14.81)   $    (15.27)   $    (16.12)   $    (24.50)
                       ===========    ===========    ===========    ===========
</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, 2003 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.


                                       9
<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  $186,000,  $102,000 and $288,000 were received
during the years ended March 31,  2003,  2002 and 2001,  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, 2003,  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, 2003, $5,000 was paid from escrow.

During  the year  ended  March 31,  2003,  cash and cash  equivalents  increased
approximately  $185,000.  This  increase is due to cash  provided  by  operating
activities  ($2,162,000)  and a  decrease  in cash  held in escrow  relating  to
investing  activities  ($401,000)  which exceeded  acquisitions  of property and
equipment  ($436,000),  an increase in deferred costs  ($13,000),  repayments on
mortgage notes ($1,377,000), a net decrease in due to local general partners and
affiliates  relating to investing  and  financing  activities  ($252,000)  and a
decrease in capitalization of consolidated subsidiaries attributable to minority
interest  ($300,000).  Included in the  adjustments to reconcile the net loss to
cash  provided  by  operating   activities  is  depreciation   and  amortization
($5,854,000).

The Partnership's  unconsolidated  working capital reserve at March 31, 2003 was
approximately $1,000.

Partnership   management  fees  owed  to  the  General   Partner   amounting  to
approximately  $4,839,000 were accrued and unpaid as of March 31, 2003.  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

                                       10
<PAGE>

period.  If trends in the real estate  market  warranted the sale of a property,
the  remaining  Tax  Credits  would  transfer to the new owner;  thereby  adding
significant value to the property on the market,  which value is not included in
the financial statement carrying amount.

Critical Accounting Policies
----------------------------
In  preparing  the  consolidated  financial  statements,   management  has  made
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities at the date of the financial  statements and the reported amounts of
revenues and expenses during the reporting periods.  Actual results could differ
from those  estimates.  Set forth below is a summary of the accounting  policies
that  management  believes are critical to the  preparation of the  consolidated
financial  statements.  The summary should be read in conjunction  with the more
complete discussion of the 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, 2003, 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
taxes.  Net income or loss generated by the Partnership is passed through to the
partners and is required to be reported by them. The  Partnership may be subject
to state and local taxes in jurisdictions  in which it operates.  For income tax
purposes, the Partnership has a fiscal year ending December 31.

Results of Operations
---------------------
The following is a summary of the results of operations of the  Partnership  for
the years ended March 31,  2003,  2002 and 2001 (the 2002,  2001 and 2000 Fiscal
Years, respectively.)

The Partnership's results of operations for the 2002, 2001 and 2000 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  2002,  2001 and 2000  Fiscal  Years  totaled  $5,343,745,
$5,482,194 and $5,443,878, respectively.

                                       11
<PAGE>

The  Partnership  and BACs holders  began to recognize  Housing Tax Credits with
respect  to a  Property  when the Credit  Period  for such  Property  commenced.
Because of the time  required  for the  acquisition,  completion  and rent-up of
Properties, the amount of Tax Credits per BAC gradually increased over the first
three years of the Partnership.  Housing Tax Credits not recognized in the first
three years will be recognized in the 11th through 13th years.  The  Partnership
generated $11,256,724, $11,986,066 and $11,986,066 of Housing Tax Credits during
the 2002, 2001 and 2000 tax years, respectively.

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.

2001 vs. 2000
-------------

Rental income  remained  fairly  consistent with an increase of less than 1% for
the 2001 Fiscal Year as compared to the 2000 Fiscal Year.

Other  income  decreased  approximately  $268,000  for the 2001  Fiscal  Year as
compared to the 2000 Fiscal Year due to an decrease in escrow interest  received
at one Local  Partnership  and a  decrease  in  transfer  fees  received  at the
Partnership Level.

Total expenses, excluding insurance,  remained fairly consistent with a decrease
of  approximately  1% for the 2001 Fiscal Year as compared  with the 2000 Fiscal
Year.

Insurance increased  approximately $156,000 for the 2001 Fiscal Year as compared
to the 2000 Fiscal Year primarily due to an underaccrual of insurance charges at
four Local Partnerships during the 2000 Fiscal year.

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

                                       12
<PAGE>

moderate-income  tenants may pay as rent; the possibility  that Congress may not
appropriate  funds to enable the Department of Housing and Urban  Development to
make the rental assistance payments it has contracted to make; and that when the
rental assistance contracts expire there may not be market demand for apartments
at full market rents in a Local Partnership's Apartment Complex.

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


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

         Not Applicable.


                                       13
<PAGE>


Item 8. Financial Statements and Supplementary Data.
<TABLE>
<CAPTION>
                                                                                Sequential
                                                                                   Page
                                                                                ----------
<S>                                                                                <C>
(a) 1.   Consolidated Financial Statements

         Independent Auditors' Report                                              15

         Consolidated Balance Sheets at March 31, 2003 and 2002                    78

         Consolidated Statements of Operations for the Years Ended March 31,
         2003, 2002 and 2001                                                       79

         Consolidated Statements of Changes in Partners' Capital (Deficit) for
         the Years Ended March  31, 2003, 2002 and 2001                            80

         Consolidated  Statements of Cash Flows for the Years Ended March 31,
         2003, 2002 and 2001                                                       81

         Notes to Consolidated Financial Statements                                82
</TABLE>

                                       14
<PAGE>


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


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



We have audited the consolidated  balance sheets of Independence Tax Credit Plus
L.P. and Subsidiaries (A Delaware Limited  Partnership) as of March 31, 2003 and
2002,  and  the  related  consolidated  statements  of  operations,  changes  in
partners' capital (deficit),  and cash flows for the years ended March 31, 2003,
2002 and 2001 (the 2002, 2001 and 2000 Fiscal Years). These financial statements
are the responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audits. We did not
audit the financial  statements  for  twenty-eight  (2002,  2001 and 2000 Fiscal
Years) subsidiary  partnerships whose losses aggregated  $4,165,568,  $4,071,996
and $4,195,591 for the 2002, 2001 and 2000 Fiscal Years, respectively, and whose
assets  constituted 99% of the Partnership's  assets at March 31, 2003 and 2002,
presented in the accompanying  consolidated financial statements.  The financial
statements for  twenty-seven of these  subsidiary  partnerships  were audited by
other auditors  whose reports  thereon have been furnished to us and our opinion
expressed  herein,  insofar  as it  relates to the  amounts  included  for these
subsidiary  partnerships is based solely upon the reports of the other auditors.
The  financial  statements  for  one  of  these  subsidiary   partnerships  were
unaudited.

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

In our  opinion,  based upon our audits,  and the reports of the other  auditors
referred to above,  the  consolidated  financial  statements  referred to in the
first paragraph present fairly, in all material respects, the financial position
of  Independence  Tax Credit Plus L.P.  and  Subsidiaries  at March 31, 2003 and
2002,  and the  results of their  operations  and their cash flows for the years
ended March 31, 2003, 2002 and 2001, in conformity with U.S.  generally accepted
accounting principles.



TRIEN ROSENBERG ROSENBERG
WEINBERG CIULLO & FAZZARI LLP


New York, New York
June 9, 2003


                                       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 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, 2001 and 2000, and the related statements of operations,  partners'
equity and cash flows for the years then ended.  These financial  statements are
the  responsibility of the Partnership's  management.  Our  responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audit in accordance with 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 Harbor  Court L.P.,  as of
December 31, 2001 and 2000,  and the results of its  operations,  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 31, 2002



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

/s/ Mack, Roberts & Co., L.L.C.
Portland, Oregon
February 4, 2002


                                       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 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, 2001 and 2000, 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, 2001 and 2000, 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 January 28, 2002, on our
consideration of 655 North Street Limited  Partnership's  internal control,  and
reports  dated January 28, 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.

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
January 28, 2002


                                       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 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 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, 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. The financial  statements of Landreth Venture for the year ended December
31, 2000,  were audited by other auditors whose report,  dated February 9, 2001,
expressed an unqualified opinion on those statements.

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 Landreth  Venture as of
December 31, 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.

Our 2001  audit was 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.

In accordance with Government Auditing Standards, we have also issued our report
for  the  year  ended  December  31,  2001,  dated  February  8,  2002,  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.


/s/ Reznick Fedder & Silverman
Baltimore, Maryland
February 8, 2002


                                       23
<PAGE>

[Letterhead of Ziner, Kennedy, Lehan LLP]

INDEPENDENT AUDITORS' REPORT

To the Partners of
Landreth Venture


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

We conducted our audit in accordance with generally  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 Landreth Venture as of December
31, 2000 and 1999, and the results of its  operations,  the changes in partners'
equity and its cash flows for the year then ended,  in conformity with generally
accepted accounting principles.


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


                                       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, 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


                                       25
<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


                                       26
<PAGE>


[Letterhead of Friedman, Alpren & Green LLP]

INDEPENDENT AUDITORS' REPORT

To the Partners
Homestead Apartments Associates, Ltd.

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

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

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


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


                                       27
<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


                                       28
<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, 2001 and 2000,  and the related  statements  of  operations,
partners'  equity  (deficit),  and cash  flows for the years then  ended.  These
financial statements are the responsibility of the partnership's management. Our
responsibility  is to express an opinion on these financial  statements based on
our 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, 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, 2001 and 2000 and 2000, 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.

Our  audits  were  made for the  purpose  of  forming  an  opinion  on the basic
financial statements taken as a whole. The supplemental  information on pages 26
and 30 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.

In accordance with Government  Auditing  Standards and the  "Consolidated  Audit
Guide for Audits of HUD Programs," we have also issued reports dated January 31,
2002 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.


/s/ Reznick Fedder & Silverman
Bethesda, Maryland                            Taxpayer Identification Number:
January 31, 2002                              52-1088612



Lead Auditor: James P. Martinko


                                       29
<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


                                       30
<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, 2001 and 2000 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, 2001 and 2000, 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 16, 2002 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 16, 2002


                                       31
<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


                                       32
<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, 2001 and 2000 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 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 the  Partnership's  general partner and contracted  management agent, as
well as evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Susquehanna Partners (a Limited
Partnership)  at December 31, 2001 and 2000, 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 8, 2002


                                       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, 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


                                       34
<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



                                       35
<PAGE>


[Letterhead of Robert Ercolini & Company LLP]

INDEPENDENT AUDITOR'S REPORT

To the Partners of
Boston Bay Limited Partnership
Boston, Massachusetts

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

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

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

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

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

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



                                       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,  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



                                       37
<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


                                       38
<PAGE>


[Letterhead of Robert Ercolini & Company LLP]

INDEPENDENT AUDITOR'S REPORT

To the Partners of
Morrant Bay Limited Partnership
Boston, Massachusetts

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

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

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

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

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

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


                                       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, 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


                                       40
<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 conjuction  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


                                       41
<PAGE>


[Letterhead of Robert Ercolini & Company LLP]

INDEPENDENT AUDITOR'S REPORT

To the Partners of
Hope Bay Limited Partnership
Boston, Massachusetts

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

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

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

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

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

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


                                       42
<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


                                       43
<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,
2001 and 2000,  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,  2001  and  2000,  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  29,  2002,  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
San Juan, Puerto Rico
January 29, 2002

The stamp  #1713602 of the CPA's  College of PR was  affixed to the  original of
this report.


                                       44
<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



                                       45
<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, 2001 and 2000,  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,  2001  and  2000,  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  25,  2002,  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 25, 2002
San Juan, Puerto Rico

The stamp  #1713599 of the CPA's  College of PR was  affixed to the  original of
this report.


                                       46
<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



                                       47
<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, 2001 and 2000 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, 2001 and 2000 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 23, 2002



                                       48
<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



                                       49
<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


                                       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 Mortland & Co.  P.C.]

Independent Auditors' Report

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

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

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

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

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



                                       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 Ziner, Kennedy & Lehan, LLP]

INDEPENDENT AUDITORS' REPORT

To the Partners of
Chester Renaissance Associates

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

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

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

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


                                       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 Friedman, Alpren & Green L.L.P.]

INDEPENDENT AUDITORS' REPORT

To the Partners
Homestead Apartments Associates II, Ltd.

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

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

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

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


                                       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 Klein, Petitto, Zapolsky & Company, LLP]

INDEPENDENT AUDITORS' REPORT

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

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

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

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

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


                                       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 Ziner, Kennedy & Lehan L.L.P.]

INDEPENDENT AUDITORS' REPORT

To the Partners of
Cloisters Limited Partnership II

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

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

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

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


                                       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 February 5,
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 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, 2003                                    52-1088612

Lead Auditor: James P. Martinko


                                       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 Reznick Fedder & Silverman]

INDEPENDENT AUDITORS' REPORT

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

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

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

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

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

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

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


                                       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, 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.
January 25, 2003
White Plains, New York



                                       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, 2001 and 2000 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, 2001 and 2000, 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.
January 31, 2002
White Plains, New York



                                       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, 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.



                                       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, 2001 and 2000,  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, 2001 and 2000,  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.

Los Angeles Limited  Partnership rent income from subsidies is approximately 86%
of total Partnership revenues. As disclosed in Note 1-A, the actual rent subsidy
contract is due since December 31, 2001 (124 units).

/s/ Amilcar  Torres  Rivera,  CPA
Stamp  #1652577 of the
Puerto Rico  Society of
CPA's was affixed to the original.

San Juan, Puerto Rico
January 28, 2002


                                       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,  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


                                       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,  2001 and  2000  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, 2001 and 2000 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,  2002 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, 2002


                                       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, 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


                                       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, 2001 and 2000, 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, 2001 and 2000,  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 3, 2002


                                       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, 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 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.
as of December 31, 2002, and the results of its operations, 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.

Our 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 12 to 16 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
February 4, 2003


                                       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,
                                                                    ------------------------------
                                                                         2003            2002*
                                                                    -------------    -------------
<S>                                                                 <C>              <C>
Property and equipment - net of accumulated depreciation
  (Notes 2 and 4)                                                   $ 128,704,171    $ 133,957,550
Cash and cash equivalents (Notes 2 and 10)                              1,445,745        1,261,107
Cash held in escrow (Note 5)                                            9,305,504        9,401,655
Deferred costs,  less  accumulated  amortization  (Notes 2 and 6)       1,585,761        1,737,440
Other assets                                                            1,540,332        1,410,689
                                                                    -------------    -------------

   Total assets                                                     $ 142,581,513    $ 147,768,441
                                                                    =============    =============


                   LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

Liabilities
  Mortgage notes payable (Note 7)                                   $  93,200,138    $  94,576,806
  Accounts payable and other liabilities                               11,974,677       11,545,339
  Due to local general partners and affiliates (Note 8)                 5,853,665        5,781,340
  Due to general partner and affiliates (Note 8)                        7,299,343        5,952,787
                                                                    -------------    -------------


   Total liabilities                                                  118,327,823      117,856,272
                                                                    -------------    -------------

Minority interest (Note 2)                                              5,193,688        5,508,422
                                                                    -------------    -------------

Commitments and contingencies (Notes 8 and 10)

Partners' capital (deficit)
  Limited partners (76,786 BACs issued and outstanding)             $  19,552,276    $  24,842,584
  General partner                                                        (492,274)        (438,837)
                                                                    -------------    -------------

Total partners' capital (deficit)                                      19,060,002       24,403,747
                                                                    -------------    -------------

Total liabilities and partners' capital (deficit)                   $ 142,581,513    $ 147,768,441
                                                                    =============    =============
</TABLE>

* Reclassified for comparative purposes.
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,
                                            --------------------------------------------
                                                2003            2002            2001
                                            ------------    ------------    ------------
<S>                                         <C>             <C>             <C>
Revenues
Rental income                               $ 20,303,052    $ 19,709,111    $ 19,608,699
Other                                            752,490         864,866       1,132,696
                                            ------------    ------------    ------------
                                              21,055,542      20,573,977      20,741,395
                                            ------------    ------------    ------------

Expenses
General and management                         4,277,906       4,464,570       4,562,706
General and management-related
  parties (Note 8)                             2,082,344       2,034,370       2,036,822
Repairs and maintenance                        4,241,405       4,181,192       4,417,480
Operating                                      2,252,377       2,282,654       2,117,002
Taxes                                          1,405,187       1,252,782       1,276,023
Insurance                                      1,275,627         860,878         704,620
Financial, primarily interest                  5,025,307       5,209,654       5,335,735
Depreciation and amortization                  5,853,795       5,783,821       5,750,137
                                            ------------    ------------    ------------

    Total expenses                            26,413,948      26,069,921      26,200,525
                                            ------------    ------------    ------------

Loss before minority interest                 (5,358,406)     (5,495,944)     (5,459,130)

Minority interest in loss of subsidiaries         14,661          13,750          15,252
                                            ------------    ------------    ------------

Net loss                                    $ (5,343,745)   $ (5,482,194)   $ (5,443,878)
                                            ============    ============    ============


Net loss-limited partners                   $ (5,290,308)   $ (5,427,372)   $ (5,389,439)
                                            ============    ============    ============

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

Net loss per BAC                            $     (68.91)   $     (70.70)   $     (70.20)
                                            ============    ============    ============
</TABLE>

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, 2000              $ 35,329,819    $ 35,659,395    $   (329,576)

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

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

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)
                                                         ============    ============    ============
</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,
                                                           -----------------------------------------
                                                               2003           2002           2001
                                                           -----------    -----------    -----------
<S>                                                        <C>            <C>            <C>
Cash flows from operating activities:
Net loss                                                   $(5,343,745)   $(5,482,194)   $(5,443,878)
                                                           -----------    -----------    -----------
Adjustments to reconcile net loss to net cash
  provided by operating activities:
Depreciation and amortization                                5,853,795      5,783,821      5,750,137
Minority interest in loss of subsidiaries                      (14,661)       (13,750)       (15,252)
(Increase) decrease in assets:
Cash held in escrow                                           (304,467)      (218,043)        42,310
Other assets                                                  (129,643)       726,673       (373,978)
Increase (decrease) in liabilities:
Accounts payable and other liabilities                         429,338      1,558,034        928,973
Due to local general partners and affiliates                   324,750        (47,947)       (13,254)
Due to general partner and affiliates                        1,346,556      1,031,064      1,379,523
                                                           -----------    -----------    -----------
Total adjustments                                            7,505,668      8,819,852      7,698,459
                                                           -----------    -----------    -----------
Net cash provided by operating activities                    2,161,923      3,337,658      2,254,581
                                                           -----------    -----------    -----------

Cash flows from investing activities:
Acquisition of property and equipment                         (436,047)      (510,757)      (437,204)
Decrease (increase) in cash held in escrow                     400,618       (139,931)        54,258
Decrease in due to local general partners and
  affiliates                                                  (225,357)      (239,002)      (153,913)
                                                           -----------    -----------    -----------
Net cash used in investing activities                         (260,786)      (889,690)      (536,859)
                                                           -----------    -----------    -----------

Cash flows from financing activities:
Increase in deferred costs                                     (12,690)       (26,730)       (51,595)
Proceeds from mortgage notes                                         0              0      6,909,970
Repayments of mortgage notes                                (1,376,668)    (2,253,590)    (2,058,616)
Repayments of construction loan                                      0              0     (6,740,018)
Decrease in due to local general partners and
  affiliates                                                   (27,068)       (33,855)       (31,466)
Decrease in capitalization of consolidated
  subsidiaries attributable to minority interest              (300,073)      (704,476)      (170,704)
                                                           -----------    -----------    -----------
Net cash used in financing activities                       (1,716,499)    (3,018,651)    (2,142,429)
                                                           -----------    -----------    -----------

Net increase (decrease) in cash and cash
  equivalents                                                  184,638       (570,683)      (424,707)

Cash and cash equivalents at beginning of year               1,261,107      1,831,790      2,256,497
                                                           -----------    -----------    -----------

Cash and cash equivalents at end of year                   $ 1,445,745    $ 1,261,107    $ 1,831,790
                                                           ===========    ===========    ===========

Supplemental disclosure of cash flows information:
Cash paid during the year for interest                     $ 3,889,793    $ 3,936,342    $ 4,265,915
                                                           ===========    ===========    ===========
</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, 2003


NOTE 1 - General

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

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

The Partnership has interests in twenty-eight Local Partnerships as of March 31,
2003.

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,  2003,  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, 2003


Losses  attributable to minority  interest which exceed the minority  interests'
investment  in a subsidiary  have been charged to the  Partnership.  Such losses
aggregated  approximately $33,000, $35,000 and $35,000 for the years ended March
31, 2003,  2002 and 2001,  respectively  (the 2002,  2001 and 2000 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, 2003, 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) Offering Costs

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

                                       83
<PAGE>


                        INDEPENDENCE TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2003


g) Loss Contingencies

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

h) Use of Estimates

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

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, 2003              March 31, 2002
                                      -------------------------   -------------------------
                                       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    $39,404,826   $34,533,070   $39,806,784   $35,034,048
Not practicable                       $53,795,312   *             $54,770,022             *
</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.

                                       84
<PAGE>


                        INDEPENDENCE TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2003


NOTE 4 - Property and Equipment

The components of property and equipment are as follows:
<TABLE>
<CAPTION>
                                             March 31,               Estimated
                                  -----------------------------    Useful Lives
                                       2003            2002           (Years)
                                  -------------    ------------    -------------
<S>                               <C>              <C>                 <C>
Land                              $   5,692,516    $  5,692,516           --
Building and improvements           174,948,799     174,729,217        15-40
Furniture and fixtures                3,138,905       2,957,753         3-10
                                  -------------    ------------
                                    183,780,220     183,379,486

Less: Accumulated depreciation      (55,076,049)    (49,421,936)
                                  -------------    ------------

                                  $ 128,704,171    $133,957,550
                                  =============    ============
</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, 2003 and 2002.  In addition,  as of March 31, 2003 and 2002,  building
and improvements include approximately $4,378,000 of capitalized interest.

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

Depreciation  expense for the years ended March 31, 2003, 2002 and 2001 amounted
to, $5,689,426, $5,591,004 and $5,576,423, respectively.

During the years  ended  March 31, 2003 and 2002,  accumulated  depreciation  of
$35,312 and $684, respectively, was written off.

NOTE 5 - Cash Held in Escrow

Cash held in escrow consists of the following:
<TABLE>
<CAPTION>
                                                               March 31,
                                                      --------------------------
                                                         2003            2002
                                                      ----------      ----------
<S>                                                   <C>             <C>
Purchase price payments*                              $   28,000      $   32,666
Real estate taxes, insurance and other                 5,064,851       4,772,877
Reserve for replacements                               3,493,460       3,889,412
Tenant security deposits                                 719,193         706,700
                                                      ----------      ----------

                                                      $9,305,504      $9,401,655
                                                      ==========      ==========
</TABLE>

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

                                       85
<PAGE>


                        INDEPENDENCE TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2003


NOTE 6 - Deferred Costs

The  components  of  deferred  costs and their  periods of  amortization  are as
follows:
<TABLE>
<CAPTION>

                                                        March 31,
                                        ----------------------------------------
                                            2003           2002         Period
                                        -----------    -----------    ----------
<S>                                     <C>            <C>                <C>
Financing expenses                      $ 2,975,515    $ 2,962,825        *
Less: Accumulated amortization           (1,389,754)    (1,225,385)
                                        -----------    -----------

                                        $ 1,585,761    $ 1,737,440
                                        ===========    ===========
</TABLE>

*Over the life of the related mortgages.

Amortization  expense for the years ended March 31, 2003, 2002 and 2001 amounted
to $164,369, $192,817 and $173,714, respectively.

NOTE 7 - Mortgage Notes Payable

The  mortgage   notes  are  payable  in  aggregate   monthly   installments   of
approximately  $582,000,  including principal and interest at rates varying from
0% to 10.29% 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.

Certain mortgage notes with balances aggregating  $10,472,133 and $10,619,405 at
December 31, 2002 and 2001,  respectively,  which bear interest at rates ranging
from  8.5%  to  9%  per  annum,  were  eligible  for  interest  rate  subsidies.
Accordingly,  the subsidiary  partnerships paid only that portion of the monthly
payments  that would be required if the interest rate was 1% and the balance was
subsidized under Sections 236 and 551(b) of the National Housing Act.

Annual  principal  payment  requirements,  as of March 31, 2003, for each of the
next five fiscal years and thereafter, are as follows:
<TABLE>
<CAPTION>

Fiscal Year Ending                    Amount
------------------                 ------------
<C>                                <C>
2003                               $  2,819,098
2004                                  2,955,808
2005                                  3,146,591
2006                                  3,347,801
2007                                  4,306,094
Thereafter                           76,624,746
                                   ------------
                                   $ 93,200,138
                                   ============
</TABLE>

The mortgage  agreements  require  monthly  deposits to replacement  reserves of
approximately  $58,000 and monthly  deposits to escrow  accounts for real estate
taxes, hazard and mortgage insurance and other (Note 5).

                                       86
<PAGE>


                        INDEPENDENCE TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2003


NOTE 8 - Related Party Transactions

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

A) Other Related Party Expenses

The General Partner and its affiliates perform services for the Partnership. The
costs  incurred  for the  years  ended  March  31,  2003,  2002 and 2001 were as
follows:
<TABLE>
<CAPTION>
                                                      Year Ended March 31,
                                              ------------------------------------
                                                 2003         2002         2001
                                              ----------   ----------   ----------
<S>                                           <C>          <C>          <C>
Partnership management fees (i)               $  880,000   $  880,000   $  880,000
Expense reimbursement (ii)                       158,434      135,388      148,577
Local administrative fee (iv)                     77,000       61,000       63,000
                                              ----------   ----------   ----------
Total general and administrative-
 General Partner                               1,115,434    1,076,388    1,091,577
                                              ----------   ----------   ----------

Property management fees incurred to
 affiliates of the subsidiary partnerships'
 general partners (iii)                          966,910      957,982      945,245
                                              ----------   ----------   ----------
Total general and administrative-
 related parties                              $2,082,344   $2,034,370   $2,036,822
                                              ==========   ==========   ==========
</TABLE>

(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  $4,839,000 and $3,959,000 were accrued and unpaid as of March 31,
2003 and 2002, 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 $818,000 and $660,000 were accrued
and unpaid as of March 31, 2003 and 2002, respectively.

(iii)  Property  management  fees  incurred  to  affiliates  of  the  subsidiary
partnerships amounted to $966,910,  $957,982 and $945,245 for the 2002, 2001 and
2000 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, 2003


(v) As of March 31, 2003 and 2002,  the  Partnership  owes an affiliate,  of the
General  Partner,   approximately   $1,298,000  and  $977,000  respectively  for
operating  advances.  These  advances are  non-interest  bearing and have no set
repayment terms.

B) Due to Local General Partners and Affiliates

Due to local general partners and affiliates consists of the following:
<TABLE>
<CAPTION>
                                                                       March 31,
                                                                -----------------------
                                                                   2003         2002
                                                                ----------   ----------
<S>                                                             <C>          <C>
Development deficit advances                                    $   50,000   $   50,000
Operating advances (i)                                           1,769,359    1,669,922
Development fee payable                                          1,936,175    2,161,532
Long-term notes payable (ii)                                     1,550,953    1,578,021
Management and other fees                                          547,178      321,865
                                                                ----------   ----------

                                                                $5,853,665   $5,781,340
                                                                ==========   ==========
(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. Princi-
pal 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.                               $  571,183   $  598,251
---------------------------------
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 pay-
ment in  December 2012

Interest expense incurred on such long-term notes payable
amounted to approximately $125,000, $105,000 and $108,000
for the 2002, 2001 and 2000 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, 2003


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,
                                                   -----------------------------------------
                                                       2002           2001           2000
                                                   -----------    -----------    -----------
<S>                                                <C>            <C>            <C>
Financial statement net loss                       $(5,343,745)   $(5,482,194)   $(5,443,878)

Differences between depreciation and amortiza-
tion expense recorded for financial reporting
purposes and the accelerated cost recovery
system utilized for income tax purposes               (935,964)    (2,173,172)    (2,113,459)

Differences resulting from parent company
having a different fiscal yearfor income tax and
financial reporting purposes                            11,739         88,461        (83,865)

Other                                                  (69,850)       224,941        (72,707)
                                                   -----------    -----------    -----------
Net loss as shown on the income tax return for
the calendar year ended                            $(6,337,820)   $(7,341,964)   $(7,713,909)
                                                   ===========    ===========    ===========
</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,  2003,  uninsured  cash and cash
equivalents approximated $635,000.

b) Other

The  Partnership  is subject to the risks  incident to potential  losses arising
from the management and ownership of improved real estate.  The  Partnership can
also be affected by poor economic conditions generally, however no more than 21%
of the  properties are located in any single state.  There are also  substantial
risks associated with owning properties  receiving  government  assistance;  for
example,  the possibility that Congress may not appropriate  funds to enable the
U.S.  Department  of  Housing  and  Urban  Development  ("HUD")  to make  rental
assistance  payments.  HUD also restricts annual cash  distributions to partners
based on operating results and a percentage of the owner's equity  contribution.
The  Partnership  cannot sell or  substantially  liquidate  its  investments  in
subsidiary  partnerships  during the period that the subsidy  agreements  are in
existence, without HUD's approval.  Furthermore,  there may not be market demand
for apartments at full market rents when the rental assistance contracts expire.

The  Partnership  and BACs holders  began to recognize  Housing Tax Credits with
respect  to a  Property  when the Credit  Period  for such  Property  commenced.
Because of the time  required  for the  acquisition,  completion  and rent-up of
Properties, the amount of Tax Credits per BAC gradually increased over the first
three years of the Partnership.  Housing Tax Credits not recognized in the first
three years will be recognized in the 11th through 13th years.  The  Partnership
generated  $11,256,724,  $11,986,066 and $11,986,066  Housing Tax Credits during
the 2002, 2001 and 2000 tax years, respectively.


                                       89
<PAGE>

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

None

                                    PART III

Item 10. Directors and Executive Officers of the Registrant.

The  Partnership  has no  directors  or executive  officers.  The  Partnership's
affairs are managed and controlled by the General Partner.

In December 2002, Charter Municipal Mortgage Acceptance Company  ("CharterMac"),
which is also managed by an affiliate of Related  Capital  Company,  announced a
proposed  acquisition of Related  Capital  Company,  an affiliate of the General
Partner.  Pursuant  to the  proposed  acquisition,  CharterMac  will  acquire  a
controlling  interest  in the  general  partner  of the  General  Partner.  This
acquisition  is not  anticipated  to affect the  Partnership  or its  day-to-day
operations as management of the General Partner will not change.

Certain  information  concerning the directors and executive officers of Related
Independence  Associates  Inc.  ("RIAI"),  the sole  general  partner of Related
Independence Associates L.P., the General Partner, is set forth below.

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

Stephen M.  Ross                    Director

Michael Brenner                     President

Alan P.  Hirmes                     Senior Vice President

Stuart J.  Boesky                   Senior Vice President

Marc D.  Schnitzer                  Vice President

Denise L.  Kiley                    Vice President

Glenn F.  Hopps                     Treasurer

Teresa Wicelinski                   Secretary

STEPHEN M. ROSS,  63, is the  President,  a Director  and a  shareholder  of The
Related Realty Group, Inc., the General Partner of The Related  Companies,  L.P.
He graduated from the University of Michigan  School of Business  Administration
with a Bachelor of Science degree and from Wayne State University  School of Law
with a Juris Doctor  degree.  Mr. Ross than  received a Master of Laws degree in
taxation from New York  University  School of Law. He joined the accounting firm
of Coopers & Lybrand in Detroit as a tax specialist and later moved to New York,
where he worked for two large Wall Street investment banking firms in their real
estate and corporate finance departments. Mr. Ross formed the predecessor of The
Related  Companies,  L.P.  ("TRCLP")  in 1972 to  develop,  manage,  finance and
acquire subsidized and conventional apartment developments. Mr. Ross also serves
on the Board of Trustees of Charter Municipal Mortgage Acceptance Company.

MICHAEL BRENNER, 57, is the Executive Vice President and Chief Financial Officer
of TRCLP. Prior to joining TRCLP in 1996, Mr. Brenner was a partner with Coopers
& Lybrand, having served as managing partner of its Industry Programs and Client
Satisfaction  initiatives from 1993-1996,  managing partner of the Detroit group

                                       90
<PAGE>

of offices from 1986-1993 and the Chairman of its National Real Estate  Industry
Group from 1984-1986.  Mr. Brenner graduated summa cum laude from the University
of Detroit  with a  Bachelors  degree in  Business  Administration  and from the
University  of  Michigan  with  a  Masters  of  Business  Administration,   with
distinction.  Mr.  Brenner  also  serves on the  Board of  Trustees  of  Charter
Municipal Mortgage Acceptance Company.

ALAN P. HIRMES,  48, has been a Certified  Public  Accountant  in New York since
1978.  Prior to joining  Capital in October  1983,  Mr.  Hirmes was  employed by
Weiner & Co., Certified Public Accountants.  Mr. Hirmes is also a Vice President
of Capital. Mr. Hirmes graduated from Hofstra University with a Bachelor of Arts
degree.  Mr.  Hirmes also  serves on the Board of Trustees of Charter  Municipal
Mortgage Acceptance Company and American Mortgage Acceptance Company.

STUART J. BOESKY,  47,  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 Charter Municipal  Acceptance Company and American Mortgage
Acceptance Company.

MARC D. SCHNITZER,  42, is responsible both for financial restructurings of real
estate properties and directing Capital's  acquisitions of properties generating
Housing Tax Credits. Mr. Schnitzer received a Masters of Business Administration
from The Wharton  School of the  University  of  Pennsylvania  in December  1987
before  joining  Related in January  1988.  From 1983 to January  1986, he was a
financial  analyst for the First Boston  Corporation in New York. Mr.  Schnitzer
graduated summa cum laude with a Bachelor of Science in Business  Administration
from the School of Management at Boston University in May 1983.

DENISE L. KILEY,  43, is responsible  for overseeing the due diligence and asset
management of all multifamily  residential  properties invested in RCC sponsored
corporate, public and private equity and debt funds. Prior to joining Related in
1990,  Ms.  Kiley  had  experience  acquiring,   financing  and  asset  managing
multifamily residential properties. From 1981-1985 she was an auditor with Price
Waterhouse.  Ms.  Kiley  holds a Bachelor of Science in  Accounting  from Boston
College.

GLENN F. HOPPS, 40, 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,  37, 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 Related General Partner nor any director or executive officer of the
Related General Partner owns any Limited  Partnership  Interests.  The following
table sets forth the number of BACs  beneficially  owned, as of June 2, 2003, by
(i) each BACs holder known to the  Partnership to be a beneficial  owner of more
than 5% of the BACs,  (ii) each  director and  executive  officer of the general
partner of the Related  General  Partner and (iii) the  directors  and executive
officers  of the  general  partner of the  Related  General  Partner as a group.
Unless  otherwise  noted,  all BACs are  owned  directly  with sole  voting  and
dispositive powers.

                                       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%

Stephen M.  Ross                      -                                  -

Michael Brenner                       -                                  -

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

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

Glenn F.  Hopps                       -                                  -

Teresa Wicelinski                     -                                  -


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

</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 Related General Partner (the "Standstill Agreement"),  Lehigh I agreed
that, prior to May 28, 2007 (the "Standstill  Expiration Date"), it will not and
it will cause  certain  affiliates  including  (Lehigh  II) not to (i)  acquire,
attempt to acquire or make a proposal to acquire,  directly or indirectly,  more
than 45% (including  BACs acquired  through all other means) of the  outstanding
BACs,  (ii) seek to propose to enter into,  directly or indirectly,  any merger,
consolidation, business combination, sale or acquisition of assets, liquidation,
dissolution or other similar transaction involving the Partnership,  (iii) make,
or in any way  participate,  directly or indirectly,  in any  "solicitation"  of
"proxies"  or  "consents"  (as such  terms  are used in the  proxy  rules of the
Commission) to vote any voting securities of the Partnership, (iv) form, join or
otherwise  participate in a "group"  (within the meaning of Section 13 (d)(3) of
the Securities  and Exchange Act of 1934) with respect to any voting  securities
of the Partnership,  except those  affiliates bound by the Standstill  Agreement
will not be deemed to have violated it and formed a "group"  solely by acting in
accordance with the Standstill  Agreement,  (v) disclose in writing to any third
party any  intention,  plan or  arrangement  inconsistent  with the terms of the
Standstill  Agreement,  or (vi) loan money to,  advise,  assist or encourage any
person  in  connection  with  any  action  inconsistent  with  the  terms of the
Standstill  Agreement.  In addition,  Lehigh I agreed that until the  Standstill
Expiration  Date it will not sell any BACs  acquired  by it unless  the buyer of
such BACs agrees to be bound by the  Standstill  Agreement;  provided,  however,
Lehigh I may make  transfers  in the  secondary  market to any  purchaser  which
represents  that  following such sale it will not own three (3%) percent or more
of the BACs outstanding. By the terms of the Standstill Agreement, Lehigh I also
agreed to vote its BACs in the same  manner as a  majority  of all  voting  BACs
holders;  provided,  however,  Lehigh  I is  entitled  to  vote  its  BACs as it
determines with regard to any proposal (i) to remove the Related General Partner

                                       93
<PAGE>

as a general  partner of the Partnership or (ii) concerning the reduction of any
fees,  profits,  distributions  or  allocations  for the  benefit of the Related
General  Partner or its  affiliates.  The addresses of each of the  Partnership,
Lehigh I and the Related General  Partner is 625 Madison  Avenue,  New York, New
York 10022.

(3) All of such BACs represent  BACs owned directly by Lehigh,  I and Lehigh Tax
Credit Partners II, L.L.C. ("Lehigh II") for which the Managing Member serves as
managing member.  As of June 2, 2003,  Lehigh I held 3,410.65 BACs and Lehigh II
held 3,435.65 BACs.

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

Item 13. Certain Relationships and Related Transactions.

The  Partnership  has and will continue to have certain  relationships  with the
General Partner and its  affiliates,  as discussed in Item 11 and also Note 8 to
the  Financial  Statements  in Item 8 above,  which 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. Controls and Procedures

The  Principal  Executive  Officer and  Principal  Financial  Officer of Related
Independence Inc., the general partner of Related  Independence  Associates L.P.
which  is  the  General   Partner  of  the   Partnership,   have  evaluated  the
Partnership's  disclosure  controls and procedures relating to the Partnership's
annual  report on Form 10-K for the period  ending  March 31, 2003 as filed with
the  Securities  and  Exchange  Commission  and have  judged such  controls  and
procedures to be effective as of March 31, 2003 (the "Evaluation Date").

There have been no  significant  changes in the  internal  controls  or in other
factors  that could  significantly  affect  internal  controls  relating  to the
Partnership since the Evaluation Date.


                                       94
<PAGE>

                                     PART IV

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

<TABLE>
<CAPTION>
                                                                                Sequential
                                                                                   Page
                                                                                ----------
<S>                                                                                <C>
(a) 1.   Consolidated Financial Statements

         Independent Auditors' Report                                              15

         Consolidated Balance Sheets at March 31, 2003 and 2002                    78

         Consolidated Statements of Operations for the Years Ended March 31,
         2003, 2002 and 2001                                                       79

         Consolidated Statements of Changes in Partners' Capital (Deficit) for
         the Years Ended March  31, 2003, 2002 and 2001                            80

         Consolidated  Statements of Cash Flows for the Years Ended March 31,
         2003, 2002 and 2001                                                       81

         Notes to Consolidated Financial Statements                                82

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

         Independent Auditors' Report                                              106

         Schedule I - Condensed Financial Information of Registrant                107

         Schedule III - Real Estate and Accumulated Depreciation                   110

(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 Ex-
         hibit 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                                            97

         99.1  Certification Pursuant to 18 U.S.C. Section 1350, as adopted
         pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                 104

         99.2  Certification Pursuant to 18 U.S.C. Section 1350, as adopted
         pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                105
</TABLE>

                                       95
<PAGE>

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

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

(b)      Reports on Form 8-K
         -------------------
         No reports on Form 8-K were filed during the quarter ended March
         31, 2003.
</TABLE>


                                       96
<PAGE>

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

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

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

(d)      Not applicable


                                      97
<PAGE>

                                   SIGNATURES
                                   ----------

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


                        INDEPENDENCE TAX CREDIT PLUS L.P.
                        ---------------------------------
                                  (Registrant)


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


                               By:  RELATED INDEPENDENCE ASSOCIATES INC.,
                                    a General Partner



Date: June 13, 2003                 By: /s/ Michael Brenner
                                        -------------------
                                        Michael Brenner
                                        President and Chief Executive Officer
                                        (Principal Executive Officer)


                                      98
<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/ Michael Brenner     President and Chief Executive Officer
-------------------     (principal executive officer)
Michael Brenner         of Related Independence Associates Inc.    June 13, 2003




/s/ Alan P.  Hirmes     Senior Vice President
-------------------     (principal financial officer)
Alan P.  Hirmes         of Related Independence Associates Inc.    June 13, 2003




/s/ Glenn F.  Hopps     Treasurer
-------------------     (principal accounting officer) of
Glenn F.  Hopps         Related Independence Associates Inc.       June 13, 2003




/s/ Stephen M. Ross
-------------------     Director of
Stephen M. Ross         Related Independence Associates Inc.       June 13, 2003



                                      99
<PAGE>


                                  CERTIFICATION


I,  Michael  Brenner,   Principal  Executive  Officer  of  Related  Independence
Associates  Inc. the general  partner of Related  Independence  Associates  L.P.
which  is 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 year ending
          March 31, 2003 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.   The Partnership's  other certifying officers and I are responsible for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined in Exchange Act Rules 13a-14 and 15-d-14) for the  Partnership
          and have:

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

          b)  evaluated  the  effectiveness  of  the  Partnership's   disclosure
          controls and procedures as of March 31, 2003 (the "Evaluation  Date");
          and


                                      100
<PAGE>

          c)  presented  in  this  annual  report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

     5.   The  Partnership's  other  certifying  officers and I have  disclosed,
          based on my most recent evaluation,  to the Partnership's auditors and
          to the boards of directors of the General Partner:

          a) all significant deficiencies in the design or operation of internal
          controls which could  adversely  affect the  Partnership's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the Partnership's  auditors any material  weaknesses in
          internal controls; and

          b) any fraud,  whether or not material,  that  involves  management or
          other  employees  who  have a  significant  role in the  Partnership's
          internal controls; and

     6.   The  Partnership's  other certifying  officers and I have indicated in
          this annual report  whether or not there were  significant  changes in
          internal controls or in other factors that could significantly  affect
          internal   controls   subsequent  to  the  date  of  our  most  recent
          evaluation,   including   any   corrective   actions  with  regard  to
          significant deficiencies and material weaknesses.



                           By: /s/ Michael Brenner
                               -------------------
                               Michael Brenner
                               Principal Executive Officer
                               June 13, 2003


                                      101
<PAGE>


                                  CERTIFICATION


I,  Alan  P.  Hirmes,   Principal  Financial  Officer  of  Related  Independence
Associates  Inc. the general  partner of Related  Independence  Associates  L.P.
which  is 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 year ending
          March 31, 2003 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.   The Partnership's  other certifying officers and I are responsible for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined in Exchange Act Rules 13a-14 and 15-d-14) for the  Partnership
          and have:

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

          b)  evaluated  the  effectiveness  of  the  Partnership's   disclosure
          controls and procedures as of March 31, 2003 (the "Evaluation  Date");
          and


                                      102
<PAGE>


          c)  presented  in  this  annual  report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

     5.   The  Partnership's  other  certifying  officers and I have  disclosed,
          based on my most recent evaluation,  to the Partnership's auditors and
          to the boards of directors of the General Partner:

          a) all significant deficiencies in the design or operation of internal
          controls which could  adversely  affect the  Partnership's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the Partnership's  auditors any material  weaknesses in
          internal controls; and

          b) any fraud,  whether or not material,  that  involves  management or
          other  employees  who  have a  significant  role in the  Partnership's
          internal controls; and

     6.   The  Partnership's  other certifying  officers and I have indicated in
          this annual report  whether or not there were  significant  changes in
          internal controls or in other factors that could significantly  affect
          internal   controls   subsequent  to  the  date  of  our  most  recent
          evaluation,   including   any   corrective   actions  with  regard  to
          significant deficiencies and material weaknesses.



                           By: /s/ Alan P. Hirmes
                               ------------------
                               Alan P. Hirmes
                               Principal Financial Officer
                               June 13, 2003



                                      103
<PAGE>

                                                                    Exhibit 99.1


                            CERTIFICATION PURSUANT TO
                             18.U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Annual Report of  Independence  Tax Credit Plus L.P. (the
"Partnership") on Form 10-K for the year ending March 31, 2003 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Michael
Brenner, Principal Executive Officer of Related Independence Associates Inc. the
general  partner of Related  Independence  Associates  L.P. which is the General
Partner of the  Partnership,  certify,  pursuant to 18 U.S.C.  Section  1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:


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


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



By:  /s/ Michael Brenner
     -------------------
     Michael Brenner
     Principal Executive Officer
     June 13, 2003



                                      104
<PAGE>

                                                                    Exhibit 99.2


                            CERTIFICATION PURSUANT TO
                             18.U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Annual Report of  Independence  Tax Credit Plus L.P. (the
"Partnership") on Form 10-K for the year ending March 31, 2003 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Alan P.
Hirmes,  Principal Financial Officer of Related Independence Associates Inc. the
general  partner of Related  Independence  Associates  L.P. which is the General
Partner of the  Partnership,  certify,  pursuant to 18 U.S.C.  Section  1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:


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


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



By:  /s/ Alan P. Hirmes
     ------------------
     Alan P. Hirmes
     Principal Financial Officer
     June 13, 2003




                                      105
<PAGE>



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


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



In  connection  with our  audits of the  consolidated  financial  statements  of
Independence   Tax  Credit  Plus  L.P.  and  Subsidiaries  (A  Delaware  Limited
Partnership) included in the Form 10-K as presented in our opinion dated June 9,
2003 on page 15,  and  based on the  reports  of other  auditors,  we have  also
audited  supporting  Schedule  I for the 2002,  2001 and 2000  Fiscal  Years and
Schedule  III at March 31, 2003.  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 9, 2003


                                      106
<PAGE>


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


                            CONDENSED BALANCE SHEETS


                                     ASSETS


                                                             March 31,
                                                     -----------     ---------
                                                         2003          2002
                                                     -----------   -----------
<S>                                                  <C>           <C>
Cash and cash equivalents                            $     1,491   $     9,708
Advances and investment in subsidiary partnerships    28,808,492    31,564,522
Cash held in escrow                                       28,000        32,666
Other assets                                             116,299       116,299
                                                     -----------   -----------

Total assets                                         $28,954,282   $31,723,195
                                                     ===========   ===========


                        LIABILITIES AND PARTNERS' CAPITAL


Other liabilities                                    $    14,060   $     7,466
Due to general partners and affiliates                 6,956,964     5,597,447
                                                     -----------   -----------

Total liabilities                                      6,971,024     5,604,913

Partners' capital*                                    21,983,258    26,118,282
                                                     -----------   -----------

Total liabilities and partners' capital              $28,954,282   $31,723,195
                                                     ===========   ===========

</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  $623,530 and $659,125 of related party
income at March 31, 2003 and 2002, respectively.



                                      107
<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,
                                            -----------------------------------------
                                                2003           2002           2001
                                            -----------    -----------    -----------
<S>                                         <C>            <C>            <C>
Revenues                                    $     5,264    $   (61,217)   $   103,969
                                            -----------    -----------    -----------

Expenses

Administrative and management                   158,743        142,020        141,644
Administrative and management-related
  parties                                     1,038,434      1,015,388      1,028,577
                                            -----------    -----------    -----------

Total expenses                                1,197,177      1,157,408      1,170,221
                                            -----------    -----------    -----------

Loss from operations                         (1,191,913)    (1,218,625)    (1,066,252)

Equity in loss of subsidiary partnerships    (2,943,111)    (3,349,455)    (4,306,890)
                                            -----------    -----------    -----------

Net loss                                    $(4,135,024)   $(4,568,080)   $(5,373,142)
                                            ===========    ===========    ===========

</TABLE>


                                      108
<PAGE>


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


                                                            Year Ended March 31,
                                                 -----------------------------------------
                                                     2003           2002           2001
                                                 -----------    -----------    -----------
<S>                                              <C>            <C>            <C>
Cash flows from operating activities:

Net loss                                         $(4,135,024)   $(4,568,080)   $(5,373,142)
                                                 -----------    -----------    -----------

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

Equity in loss of subsidiary partnerships          2,943,111      3,349,455      4,306,890
Increase (decrease) in other liabilities               6,594         (6,313)       (46,581)
Increase in due to general partner
  and affiliates                                   1,359,517      1,028,588      1,342,491
                                                 -----------    -----------    -----------

Total adjustments                                  4,309,222      4,371,730      5,602,800
                                                 -----------    -----------    -----------

Net cash provided by (used in) operating
  activities                                         174,198       (196,350)       229,658
                                                 -----------    -----------    -----------

Cash flows from investing activities:

Decrease in cash
  held in escrow-purchase price payments               4,666         59,334        200,000
Decrease in other assets                                   0              0         15,501
Investment in subsidiary partnerships                 (4,666)       (59,334)      (200,000)
Distributions from subsidiary partnerships           185,671        101,666        288,119
Advances to subsidiary partnerships                 (368,086)      (227,892)      (218,564)
                                                 -----------    -----------    -----------

Net cash (used in) provided by
  investing activities                              (182,415)      (126,226)        85,056
                                                 -----------    -----------    -----------

Net (decrease) increase in cash and cash
  equivalents                                         (8,217)      (322,576)       314,714

Cash and cash equivalents, beginning of year           9,708        332,284         17,570
                                                 -----------    -----------    -----------

Cash and cash equivalents, end of year           $     1,491    $     9,708    $   332,284
                                                 ===========    ===========    ===========
</TABLE>

                                      109
<PAGE>


                        INDEPENDENCE TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
                                  SCHEDULE III
                    REAL ESTATE AND ACCUMULATED DEPRECIATION
                   Partnership Property Pledged as Collateral
                                 MARCH 31, 2003
<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

Harbor Court Limited Partnership,
  Staten Island, NY                  $          0     $   137,450     $   1,007,966       $     69,289
Old Public Limited Partnership
  Lawrenceburg, TN                        455,879          10,000         1,713,310             81,678
Lancaster Terrace Limited Partnership
  Salem, OR                             1,544,623         161,269         3,679,601             40,470
655 North Street Limited Partnership
  Baton Rouge, LA                       3,990,920         125,500         3,040,980          5,618,940
Landreth Venture
  Philadelphia, PA                      3,299,745           1,761         5,903,337             98,609
Homestead Apartments Associates Ltd.
  Homestead, FL                         3,468,454         329,402                 0          5,943,165
Bethel Villa Associates, L.P.
  Wilmington, DE                        4,468,575         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                      1,797,682          16,000                 0          3,998,995
Boston Bay Limited Partnership
  Boston, MA                            2,697,841         440,000         4,143,758            828,559
Morrant Bay Limited Partnership
  Boston, MA                            4,033,979         650,000         5,522,250          1,237,703
Hope Bay Limited Partnership
  Boston, MA                            1,320,286         225,000         1,435,185            628,202
Lares Apartments Limited Partnership
  Lares, PR                             4,437,422         137,000                 0          5,604,639
Lajas Apartments Limited Partnership
  Lajas, PR                             4,094,028         110,090         4,952,929            245,659
Arlington-Rodeo Properties
  Los Angeles, CA                       3,543,123         624,052                 0          5,064,598
Conifer Bateman Associates
  Lowville, NY                            950,669          15,000         2,525,729             80,046
Hampden Hall Associates, L.P.
  St.  Louis, MO                        2,165,502               0                 0          7,454,310
Chester Renaissance Associates
  Chester, PA                             873,000          33,667           168,333          1,782,784
Homestead Apartments II, LTD.
  Homestead, FL                         3,405,294         338,966                 0          5,287,011
P.S.  157 Associates, L.P.
  New York, NY                          6,711,515          36,500         9,350,642             89,330

<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

Harbor Court Limited Partnership,
  Staten Island, NY                  $   140,813     $   1,073,892     $    1,214,705      $    352,838
Old Public Limited Partnership
  Lawrenceburg, TN                        13,640         1,791,348          1,804,988           701,896
Lancaster Terrace Limited Partnership
  Salem, OR                              163,105         3,718,235          3,881,340         1,649,791
655 North Street Limited Partnership
  Baton Rouge, LA                        127,751         8,657,669          8,785,420         3,220,051
Landreth Venture
  Philadelphia, PA                         3,645         6,000,062          6,003,707         1,632,762
Homestead Apartments Associates Ltd.
  Homestead, FL                          340,868         5,931,699          6,272,567         1,553,518
Bethel Villa Associates, L.P.
  Wilmington, DE                         275,099         9,138,160          9,413,259         2,898,616
West Diamond Street Associates
  Philadelphia, PA                        32,414         2,455,946          2,488,360         1,109,513
Susquehanna Partners
  Philadelphia, PA                        17,585         3,997,410          4,014,995         1,034,484
Boston Bay Limited Partnership
  Boston, MA                             441,585         4,970,732          5,412,317         1,972,175
Morrant Bay Limited Partnership
  Boston, MA                             651,585         6,758,368          7,409,953         2,657,611
Hope Bay Limited Partnership
  Boston, MA                             226,585         2,061,802          2,288,387           807,308
Lares Apartments Limited Partnership
  Lares, PR                              151,585         5,590,054          5,741,639         1,631,578
Lajas Apartments Limited Partnership
  Lajas, PR                              111,675         5,197,003          5,308,678         1,434,488
Arlington-Rodeo Properties
  Los Angeles, CA                        625,637         5,063,013          5,688,650         1,516,407
Conifer Bateman Associates
  Lowville, NY                            16,585         2,604,190          2,620,775         1,021,632
Hampden Hall Associates, L.P.
  St.  Louis, MO                           1,585         7,452,725          7,454,310         2,622,835
Chester Renaissance Associates
  Chester, PA                             42,153         1,942,631          1,984,784           483,712
Homestead Apartments II, LTD.
  Homestead, FL                          340,551         5,285,426          5,625,977         1,293,895
P.S.  157 Associates, L.P.
  New York, NY                            38,085         9,438,387          9,476,472         2,413,720

<CAPTION>

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

Harbor Court Limited Partnership,
  Staten Island, NY                        1991         Dec.  1991      27.5 years
Old Public Limited Partnership
  Lawrenceburg, TN                         1991         Dec.  1991      27.5 years
Lancaster Terrace Limited Partnership
  Salem, OR                                1992         Feb.  1992      15-27.5 years
655 North Street Limited Partnership
  Baton Rouge, LA                          1992         Mar.  1992      27.5 years
Landreth Venture
  Philadelphia, PA                         1992         Mar.  1992      40 years
Homestead Apartments Associates Ltd.
  Homestead, FL                            1992         Mar.  1992      40 years
Bethel Villa Associates, L.P.
  Wilmington, DE                           1992         Apr.  1992      27.5 years
West Diamond Street Associates
  Philadelphia, PA                         1992         May 1992        40 years
Susquehanna Partners
  Philadelphia, PA                         1992         May 1992        20-40 years
Boston Bay Limited Partnership
  Boston, MA                               1991         Aug.  1992      27.5 years
Morrant Bay Limited Partnership
  Boston, MA                               1991         Aug.  1992      27.5 years
Hope Bay Limited Partnership
  Boston, MA                               1991         Aug.  1992      27.5 years
Lares Apartments Limited Partnership
  Lares, PR                                1992         Aug.  1992      40 years
Lajas Apartments Limited Partnership
  Lajas, PR                                1992         Aug.  1992      40 years
Arlington-Rodeo Properties
  Los Angeles, CA                          1992         Aug.  1992      27.5 years
Conifer Bateman Associates
  Lowville, NY                             1990         Aug.  1992      15-27.5 years
Hampden Hall Associates, L.P.
  St.  Louis, MO                           1992         Sep.  1992      27.5 years
Chester Renaissance Associates
  Chester, PA                              1992         Sep.  1992      40 years
Homestead Apartments II, LTD.
  Homestead, FL                            1992         Oct.  1992      40 years
P.S.  157 Associates, L.P.
  New York, NY                             1992         Nov 1992        40 years

</TABLE>
                                      110
<PAGE>

                        INDEPENDENCE TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
                                  SCHEDULE III
                    REAL ESTATE AND ACCUMULATED DEPRECIATION
                   Partnership Property Pledged as Collateral
                                 MARCH 31, 2003

<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           9,578,163
Creative Choice Homes II, LTD.
  Opa-Locka, FL                           9,777,495               0                 0          21,433,650
Milford Crossing Associates L.P.(**)
  Milford, DE                             2,480,496         203,006                 0           4,379,722
BX-7F Associates, L.P.
  Bronx, NY                               3,104,303               4         5,705,064              77,118
Los Angeles Limited Partnership
  Rio Piedras, PR                         3,863,073         201,210                 0           6,667,434
Christine Apartments, L.P.
  Buffalo, NY                             1,245,000          10,000         2,351,072             240,397
Plainsboro Housing Partners, L.P.
  Plainsboro, NJ                          3,895,174         800,000                 0           8,851,487
Rolling Green Associates, L.P.
  Syracuse, NY                           14,000,060         180,000        19,583,101             592,349
                                       ------------     -----------     -------------       -------------

                                       $ 93,200,138     $ 5,121,866     $  80,497,260       $  98,161,094
                                       ============     ===========     =============       =============

<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         9,576,578          9,613,323         2,345,733
Creative Choice Homes II, LTD.
  Opa-Locka, FL                            574,637        20,859,013         21,433,650         4,996,282
Milford Crossing Associates L.P.(**)
  Milford, DE                              115,519         4,467,209          4,582,728         1,668,394
BX-7F Associates, L.P.
  Bronx, NY                                  2,178         5,780,008          5,782,186         1,472,042
Los Angeles Limited Partnership
  Rio Piedras, PR                          203,384         6,665,260          6,868,644         1,592,552
Christine Apartments, L.P.
  Buffalo, NY                               13,174         2,588,295          2,601,469           872,526
Plainsboro Housing Partners, L.P.
  Plainsboro, NJ                           802,174         8,849,313          9,651,487         2,663,177
Rolling Green Associates, L.P.
  Syracuse, NY                            182,174         20,173,276         20,355,450         7,456,513
                                       -----------     -------------     --------------      ------------

                                       $ 5,692,516      $178,087,704     $  183,780,220      $ 55,076,049
                                       ===========     =============     ==============      ============

<CAPTION>
                                                                        Life on which
                                                                       Depreciation in
                                          Year of                       Latest Income
                                       Construction/       Date          Statement 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.

                                      111
<PAGE>


                        INDEPENDENCE TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
                                  SCHEDULE III
                    REAL ESTATE AND ACCUMULATED DEPRECIATION
                   Partnership Property Pledged as Collateral
                                 MARCH 31, 2003
                                   (continued)
<TABLE>
<CAPTION>
                                          Cost of Property and Equipment                        Accumulated Depreciation
                                 -----------------------------------------------    -----------------------------------------------
                                                                         Year Ended March 31,
                                 --------------------------------------------------------------------------------------------------
                                      2003             2002             2001             2003             2002            2001
                                 -------------    -------------    -------------    -------------    -------------    -------------
<S>                              <C>              <C>              <C>              <C>              <C>              <C>
Balance at beginning of period   $ 183,379,486    $ 182,869,413    $ 182,441,409    $  49,421,936    $  43,831,616    $  38,264,393

Additions during period:
Improvements                           436,047          510,610          437,204
Depreciation expense                                                                    5,689,426        5,591,004        5,576,423
Deductions during period:

Dispositions                           (35,313)            (537)          (9,200)         (35,313)            (684)          (9,200)
                                 -------------    -------------    -------------    -------------    -------------    -------------

Balance at close of period       $ 183,780,220    $ 183,379,486    $ 182,869,413    $  55,076,049    $  49,421,936    $  43,831,616
                                 =============    =============    =============    =============    =============    =============
</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.

                                      112