<PAGE>

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

                                    FORM 10-K

(Mark One)

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

For the fiscal year ended March 31, 2000

                                       OR

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

                       Commission File Number 33-37704-03

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

          Delaware                                               13-3646846
-------------------------------                             -------------------
(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:

       Title of Class
       --------------
       Limited Partnership Interests and Beneficial Assignment Certificates

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

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

                       DOCUMENTS INCORPORATED BY REFERENCE

       None

Index to exhibits may be found on page 78

Page 1 of 89

<PAGE>

                                     PART I

Item 1.  Business.

GENERAL

Independence Tax Credit Plus L.P. II (the "Partnership") is a limited
partnership which was formed under the laws of the State of Delaware on February
11, 1992. The general partner of the Partnership is Related Independence
Associates L.P., a Delaware limited partnership (the "General Partner"). The
general partner of the General Partner is Related Independence Associates Inc.,
a Delaware corporation ("RIAI").

On January 19, 1993, 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"). The Partnership received $58,928,000 of gross proceeds
from the Offering (the "Gross Proceeds") from 3,475 investors ("BACs holders").
The Offering was terminated on April 7, 1994.

The Partnership's business is primarily to invest 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 98.99% of the partnership interests in the
Local Partnership. As of March 31, 2000, the Partnership had acquired interests
in fifteen Local Partnerships and does not anticipate making any additional
investments. As of March 31, 2000, approximately $47,000,000 (not including
acquisition fees of approximately $3,502,000) of net proceeds has been invested
in fifteen Local Partnerships of which approximately $890,000 remains to be paid
to the Local Partnerships, as certain benchmarks such as occupancy levels must
be attained prior to the release of such funds. The Partnership does not intend
to acquire additional properties, however, the Partnership may be required to
pay for potential purchase price adjustments based on tax credit adjustor
clauses. See Item 2.
Properties, below.

INVESTMENT OBJECTIVES/GOVERNMENT INCENTIVES

The Partnership was formed to invest in Apartment Complexes that are eligible
for the Housing Tax Credit enacted in the Tax Reform Act of 1986. Some Apartment
Complexes may also be eligible for Historic Tax Credits. The investment
objectives of the Partnership are described below.

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 leased
to qualified tenants; 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.


                                      -2-
<PAGE>

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

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

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

EMPLOYEES
The Partnership does not have any direct employees. All services are performed
for the Partnership by the 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 fifteen Local
Partnerships as of March 31, 2000. Set forth below is a schedule of the Local
Partnerships including certain information concerning their respective Apartment
Complexes (the "Local Partnership Schedule"). Further information concerning
these Local Partnerships and their properties, including any encumbrances
affecting the properties, may be found in Item 14. Schedule III.

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

                                                        % of Units Occupied at May 1,
Name and Location                                    --------------------------------
(Number of Units)                   Date Acquired    2000   1999   1998   1997   1996
-----------------                   -------------    ----   ----   ----   ----   ----
<S>                                 <C>              <C>    <C>    <C>    <C>    <C>
Lincoln Renaissance
Reading, PA (52)                    April 1993        98%    90%    98%   100%    98%

United Germano-Millgate
Limited Partnership
Chicago, IL (350)                   October 1993      99%    98%    98%    98%    98%

Mansion Court Associates
Philadelphia, PA (30)               November 1993     97%    97%   100%    93%   100%


                                      -3-
<PAGE>

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

                                                        % of Units Occupied at May 1,
Name and Location                                    --------------------------------
(Number of Units)                   Date Acquired    2000   1999   1998   1997   1996
-----------------                   -------------    ----   ----   ----   ----   ----
<S>                                 <C>              <C>    <C>    <C>    <C>    <C>
Derby Run Associates, L.P.
Hampton, VA (160)                   February 1994     89%    82%    71%    94%     95%

Renaissance Plaza '93
Associates , L.P.
Baltimore, MD (95)                  February 1994     95%    99%    99%    99%     98%

Tasker Village Associates
Philadelphia, PA (28)               May 1994          93%    93%    96%    93%    100%

Martha Bryant Manor, L.P.
Los Angeles, CA (77)                September 1994    97%    93%    95%    92%      0%*

Colden Oaks
Limited Partnership
Los Angeles, CA (38)                September 1994   100%   100%    92%    95%     97%

Brynview Terrace, L.P.
Los Angeles, CA (8)                 September 1994   100%   100%   100%   100%      0%*

NLEDC, L.P.
Los Angeles, CA (43)                September 1994   100%    98%    95%    93%     93%

Creative Choice
Homes VI, Ltd.
Miami, FL (102)                     September 1994   100%   100%    98%    98%     98%

P&P Homes for the
Elderly, L.P.
Los Angeles, CA (107)               September 1994    99%    97%    95%    68%(1)   0%*

Clear Horizons
Limited Partnership
Shreveport, LA (84)                 December 1994     98%    96%    90%    93%     95%

Neptune Venture, L.P.
Neptune Township, NJ (99)           April 1995        97%    99%    98%   100%     35%(1)

Affordable Green Associates L.P.
New York, NY (41)                   April 1995       100%   100%   100%   100%    100%
</TABLE>

*Properties in construction phase

(1) Properties in rent-up phase.

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

                                      -4-
<PAGE>

Rents from commercial tenants (to which average rental per square foot applies)
comprise less than 5% of the rental revenues of the Partnership. Maximum
allowable rents for the residential units are determined annually by HUD.

Management continuously reviews the physical state of the properties and
suggests to the respective Local General Partners budget improvements which are
generally funded from cash flow from operations or release of replacement
reserve escrows.

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

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

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

In connection with investments in development-stage Apartment Complexes, the
General Partner generally required that the general partners of the Local
Partnerships ("Local General Partners") provide completion guarantees and/or
undertake to repurchase the Partnership's interest in the Local Partnership if
construction or rehabilitation was not completed substantially on time or on
budget ("Development Deficit Guarantees"). The Development Deficit Guarantees
generally also required the Local General Partner to provide any funds necessary
to cover net operating deficits of the Local Partnership until such time as the
Apartment Complex had achieved break-even operations. The General Partner
generally required that the Local General Partners undertake an obligation to
fund operating deficits of the Local Partnership (up to a stated maximum amount)
during a limited period of time (typically three to five years) following the
achievement of break-even operations ("Operating Deficit Guarantees"). Under the
terms of the Development and Operating Deficit Guarantees, amounts funded have
been treated as Operating Loans which will not bear interest and which will be
repaid only out of 50% of available cash flow or out of available net sale or
refinancing proceeds. In some instances, the Local General Partners are required
to undertake an obligation to comply with a Rent-Up Guaranty Agreement, whereby
the Local General Partner agrees to pay liquidating damages if predetermined
occupancy rates are not achieved. These payments are made without right of
repayment. In cases where the General Partner deems it appropriate, the
obligations of a Local General Partner under the Development Deficit (all of
which have expired as of March 31, 2000), Operating Deficit (all current
operating deficits expire within the next year) and/or Rent-Up Guarantees (all
rent-up deficit guarantees have expired as of March 31, 2000) are secured by
letters of credit and/or cash escrow deposits.

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


                                      -5-
<PAGE>

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, 2000, the Partnership had issued and outstanding 58,928 Limited
Partnership Interests, each representing a $1,000 capital contribution to the
Partnership, or an aggregate capital contribution of $58,928,000 before volume
discounts of $2,000. 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 58,928 BACs to the purchasers thereof for an
aggregate purchase price of $58,928,000 reduced by volume discounts of $2,000.
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. Implementation of the restrictions
should prevent a public trading market from developing and may adversely affect
the ability of an investor to liquidate his or her investment quickly. It is
expected that these 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 March 31, 2000, the Partnership has approximately 3,485 registered holders
of an aggregate of 58,928 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. However, the Partnership has
made no distributions to the BACs holders as of March 31, 2000. The Partnership
does not anticipate providing cash distributions to its BACs holders other than
from net refinancing or sales proceeds.


                                      -6-
<PAGE>

Item 6. Selected Financial Data.

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

<TABLE>
<CAPTION>
                                                     Year Ended March 31,
                            -----------------------------------------------------------------------
OPERATIONS                      2000           1999          1998           1997           1996
----------                  -----------    -----------   ------------   ------------   ------------
<S>                         <C>            <C>           <C>            <C>            <C>
Revenues                    $ 8,211,451    $ 7,932,980   $  7,905,546   $  6,663,351   $  5,325,045
Operating expenses          (13,137,023)   (12,665,156)   (13,202,649)   (10,687,879)    (8,277,953)
Loss on impairment                    0              0     (3,925,514)             0              0
 of assets                   ----------     ----------    -----------    -----------    -----------


Loss before                  (4,925,572)    (4,732,176)    (9,222,617)    (4,024,528)    (2,952,908)
 minority interest
Minority interest                10,908         11,063         10,710          8,916          8,519
  in loss of                 ----------     ----------    -----------    -----------    -----------
  subsidiaries

Net loss                    $(4,914,664)   $(4,721,113)  $ (9,211,907)  $ (4,015,612)  $ (2,944,389)
                             ==========     ==========    ===========    ===========    ===========

Net loss per                $    (82.57)   $    (79.32)  $    (154.76)  $     (67.46)  $     (49.47)
 weighted average BAC        ==========     ==========    ===========    ===========    ===========

<CAPTION>

                                                           March 31,
                            -----------------------------------------------------------------------
FINANCIAL POSITION              2000           1999          1998           1997           1996
------------------          -----------    -----------   ------------   ------------   ------------
<S>                         <C>            <C>           <C>            <C>            <C>
Total assets                $96,634,527    $99,844,837   $103,971,047   $112,831,500   $116,928,522
                             ==========     ==========    ===========    ===========    ===========

Total liabilities           $71,338,864    $69,550,289   $ 68,811,891   $ 68,438,976   $ 68,086,980
                             ==========     ==========    ===========    ===========    ===========

Minority interest           $    68,012    $   152,233   $    295,728   $    317,189   $    750,595
                             ==========     ==========    ===========    ===========    ===========

Total partners'             $25,227,651    $30,142,315   $ 34,863,428   $ 44,075,335   $ 48,090,947
  capital                    ==========     ==========    ===========    ===========    ===========
</TABLE>

During the years ended March 31, 2000 and 1999, total assets decreased primarily
due to depreciation partially offset by improvements to property and equipment.
During the year ended March 31, 1998, total assets decreased primarily due to
depreciation, loss on impairment of assets and the repayments of amounts due to
local general partners and affiliates, partially offset by improvements to
property and equipment. During the year ended March 31, 1997, total assets
decreased primarily due to a decrease in cash and cash equivalents resulting
from construction in progress and acquisitions of property and equipment in
excess of net proceeds from mortgage and construction loans and also the
repayments of amounts due to local general partners and affiliates. This
decrease in cash and cash equivalents was partially offset by the increase in
construction in progress and acquisitions of property and equipment net of
depreciation. During the year ended March 31, 1996, total assets and liabilities
increased primarily due to the continued acquisition of Local Partnerships.
Property and equipment increased approximately $37,000,000 for the year ended
March 31, 1996. Construction in progress decreased approximately $19,000,000 and
$4,000,000 for the years ended March 31, 1997 and 1996. For the year ended March
31, 1996, the increase in property and equipment and construction in progress
was partially funded by capital contributions made to the Local Partnerships
resulting in a decrease in cash and cash equivalents. For the years ended March
31, 1997 and 1996, minority interest decreased due to distributions received by
the local general partners.


                                      -7-
<PAGE>

CASH DISTRIBUTIONS
The Partnership has made no distributions to the BACs holders as of March 31,
2000.








                                      -8-
<PAGE>

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

LIQUIDITY AND CAPITAL RESOURCES

GENERAL

The Partnership's primary source of funds is a working capital reserve and
interest thereon. This source of funds is available to meet obligations of the
Partnership.

As of March 31, 2000, the Partnership has invested approximately $47,000,000
(not including acquisition fees of approximately $3,502,000) of net proceeds in
fifteen Local Partnerships of which approximately $890,000 remains to be paid
(including approximately $631,000 being held in escrow) as certain benchmarks,
such as occupancy level, must be attained prior to the release of the funds. The
Partnership does not intend to acquire additional properties. Although the
Partnership will not be acquiring additional properties, the Partnership may be
required to fund potential purchase price adjustments based on tax credit
adjustor clauses. There were no such adjustments during the year ended March 31,
2000.

For the Fiscal Year ended March 31, 2000, cash and cash equivalents for the
Partnership and its fifteen consolidated Local Partnerships decreased
approximately $80,000. This decrease is primarily due to improvements to
property and equipment ($172,000), principal payments of mortgage notes
($352,000), a decrease in cash held in escrow from investing activities
($279,000) and a decrease in capitalization of consolidated subsidiaries
attributable to minority interest ($73,000) which exceeded cash provided by
operating activities ($790,000) and a net increase in due to local general
partners and affiliates relating to investing and financing activities
($13,000). Included in the adjustments to reconcile the net loss to cash
provided by operating activities is depreciation and amortization ($3,584,000).

At March 31, 2000, there is a balance of approximately $247,000 in the working
capital reserve. The General Partner believes that these reserves, plus cash
distributions received from the operations of the Local Partnerships, will be
sufficient (subject to the continued deferral of fees payable to the General
Partner) to fund the Partnership's ongoing operations for the foreseeable
future. During the years ended March 31, 2000, 1999 and 1998, respectively,
amounts received from operations of the Local Partnerships were approximately
$70,000, $66,000 and $52,000. Management anticipates receiving distributions in
the future, although not to a level sufficient to permit providing cash
distributions to BACs holders.

Partnership management fees owed to the General Partner amounting to
approximately $1,205,000 and $659,000 were accrued and unpaid as of March 31,
2000 and 1999, respectively (see Note 8). Without the General Partners' 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 advancing and allowing the
accrual without payment of these amounts but is under no obligation to continue
to do so.

The Partnership has negotiated Operating Deficit Guaranty Agreements with all
Local Partnerships by which the general partners of the Local Partnerships have
agreed to fund operating deficits for a specified period of time. The terms of
the Operating Deficit Guaranty Agreements vary for each Local Partnership, with
maximum dollar amounts to be funded for a specified period of time, generally
three years, commencing on the break-even date. The gross amount of the
Operating Deficit Guarantees aggregates approximately $5,670,000, $4,700,000 of
which has expired as of March 31, 2000. As of March 31, 2000 and 1999, $365,409
and $356,207 has been funded under the Operating Deficit Guaranty agreements.
All current oper-

                                      -9-
<PAGE>

ating deficit guarantees expire within the next year. Management does not expect
their expiration to have a material impact on liquidity, based on prior years'
fundings.

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.

Except as described above, 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 for 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 invested the proceeds of
its offering in 15 Local Partnerships, all of which fully have their tax credits
in place. The tax credits are attached to the project for a period of ten years,
and are transferable with the property during the remainder of the ten-year
period. If trends in the real estate market warranted the sale of a property,
the remaining tax credits would transfer to the new owner; thereby adding
significant value to the property on the market, which are not included in the
financial statement carrying amount.

RESULTS OF OPERATIONS

Property and equipment to be held and used are carried at cost which includes
the purchase price, acquisition fees and expenses, construction period interest
and any other costs incurred in acquiring the properties. The cost of property
and equipment is depreciated over their estimated useful lives using accelerated
and straight-line methods. Expenditures for repairs and maintenance are charged
to expense as incurred; major renewals and betterments are capitalized. At the
time property and equipment are retired or otherwise disposed of, the cost and
accumulated depreciation are eliminated from the assets and accumulated
depreciation accounts and the profit or loss on such disposition is reflected in
earnings. A loss on impairment of assets is recorded when management estimates
amounts recoverable through future operations and sale of the property on an
undiscounted basis are below depreciated cost. At that time property investments
themselves are reduced to estimated fair value (generally using discounted cash
flows).

Through March 31, 2000, the Partnership has recorded approximately $3,926,000 as
a loss on impairment of assets.

The following is a summary of the results of operations of the Partnership for
the years ended March 31, 2000, 1999 and 1998 (the 1999, 1998 and 1997 Fiscal
Years, respectively). The net loss for the 1997 Fiscal Year includes a loss on
impairment of assets of approximately $3,926,000 (see Note 4 in Item 8.
Financial Statements and Supplementary Data).

The net loss for the 1999, 1998 and 1997 Fiscal Years totaled $4,914,664,
$4,721,113 and $9,211,907, respectively.

The Partnership and BACs holders began to recognize Tax Credits with respect to
a Property when the Credit Period for such Property commenced. Because of the
time required for the

                                      -10-
<PAGE>

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 $8,728,115 , $8,806,766 and
$8,533,019 of Housing Tax Credits during the 1999, 1998 and 1997 tax years,
respectively.

1999 VS. 1998
The Partnership's results of operations for the 1999 and 1998 Fiscal Years
consisted primarily of the results of the Partnership's investment in fifteen
consolidated 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.

Rental income increased approximately 4% for the year ended March 31, 2000 as
compared to 1999 primarily due to rental rate increases.

Total expenses, excluding repairs and maintenance, taxes and financial interest,
remained fairly consistent with a decrease of approximately 2% for the year
ended March 31, 2000 as compared to 1999.

Repairs and maintenance increased approximately $264,000 for the year ended
March 31, 2000 as compared to 1999 primarily due to interior painting and vinyl
floor replacement at one Local Partnership, tile, carpet and kitchen cabinet
replacement at a second Local Partnership and the hiring of a full time
landscaper along with increased security at a third Local Partnership.

Taxes increased approximately $81,000 for the year ended March 31, 2000 as
compared to 1999 primarily due to property tax exemptions received at one Local
Partnership in the year ended March 31, 1999.

Financial interest increased approximately $297,000 for the year ended March 31,
2000 as compared to 1999 primarily due to a prior period adjustment for
construction interest at one Local Partnership in the year ended March 31, 1999.

1998 VS. 1997
The Partnership's results of operations for the 1998 and 1997 Fiscal Years
consisted primarily of the results of the Partnership's investment in fifteen
consolidated 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.

Rental income increased less than 1% for the year ended March 31, 1999 as
compared to 1998 primarily due to rental rate increases.

Other income decreased approximately $38,000 for the year ended March 31, 1999
as compared to 1998 primarily due to lower cash and cash equivalent balances at
the Partnership level.

Total expenses, excluding general and administrative-related parties, insurance,
financial interest and loss on impairment of assets remained fairly consistent
with a decrease of less than 1% for the year ended March 31, 1999 as compared to
1998.

General and administrative-related parties increased approximately $478,000 for
the year ended March 31, 1999 as compared to 1998 primarily due to an increase
in Partnership management fees payable to the General Partner.


                                      -11-
<PAGE>

Insurance expense decreased approximately $89,000 for the year ended March 31,
1999 as compared to 1998 primarily due to a reduction in coverage at two Local
Partnerships, a change in the insurance carrier at a third Local Partnership and
a reduction in insurance premium at a fourth Local Partnership.

Financial interest expense decreased approximately $925,000 for the year ended
March 31, 1999 as compared to 1998 primarily due to an over accrual of interest
at one Local Partnership for the year ended March 31, 1998.

A loss on impairment of assets amounting to $3,926,000 was recorded at one Local
Partnership for the year ended March 31, 1998.

RESULTS OF OPERATIONS OF CERTAIN LOCAL PARTNERSHIPS

CLEAR HORIZONS LIMITED PARTNERSHIP
At December 31, 1999, Clear Horizons Limited Partnership ("Clear Horizons")
current liabilities exceed its current assets by over $127,000. Although this
condition could raise substantial doubt about Clear Horizons' ability to
continue as a going concern, such doubt is alleviated as follows:

1. Included in current liabilities at December 31, 1999, is $135,994 owed to
related parties who have advised Clear Horizons that they do not intend to
pursue collection beyond Clear Horizons' ability to pay.

2. The Local General Partner of Clear Horizons has agreed to fund operating
deficits up to $250,000.

Accordingly, management believes that Clear Horizons has the ability to continue
as a going concern for at least one year from December 31, 1999.

OTHER

The Partnership's investment as a limited partner in the Local Partnerships is
subject to the risks of 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 financing viability of one or more of the Local
Partnerships.

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

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


                                      -12-
<PAGE>

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

Not applicable.







                                      -13-
<PAGE>

Item 8.  Financial Statements and Supplementary Data.

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

(a) 1.   Consolidated Financial Statements

         Independent Auditors' Report                                     15

         Consolidated Balance Sheets at March 31, 2000 and 1999           58

         Consolidated Statements of Operations for the Years
         Ended March 31, 2000, 1999 and 1998                              59

         Consolidated Statements of Changes in Partners' Capital
         (Deficit) for the Years Ended March 31, 2000, 1999
         and 1998                                                         60

         Consolidated Statements of Cash Flows for the Years
         Ended March 31, 2000, 1999 and 1998                              61

         Notes to Consolidated Financial Statements                       63






                                      -14-
<PAGE>

                          INDEPENDENT AUDITORS' REPORT


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

We have audited the consolidated balance sheets of Independence Tax Credit Plus
L.P. II and Subsidiaries (a Delaware Limited Partnership) as of March 31, 2000
and 1999, and the related consolidated statements of operations, changes in
partners' capital (deficit), and cash flows for the years ended March 31, 2000,
1999 and 1998 (the 1999, 1998 and 1997 Fiscal Years, respectively). The
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 fifteen (Fiscal 1999,
1998 and 1997) subsidiary partnerships whose losses aggregated $4,170,745,
$3,860,136 and $8,886,716 for the 1999, 1998 and 1997 Fiscal Years,
respectively, and whose assets constituted 96% of the Partnership's assets at
March 31, 2000 and 1999, presented in the accompanying consolidated financial
statements. The financial statements 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.

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




                                      -15-
<PAGE>

In our opinion, based upon our audits and the reports of other auditors, the
accompanying consolidated financial statements referred to above present fairly,
in all material respects, the financial position of Independence Tax Credit Plus
L.P. II and Subsidiaries at March 31, 2000 and 1999, and the results of their
operations and their cash flows for the years ended March 31, 2000, 1999 and
1998 in conformity with generally accepted accounting principles.

Trien Rosenberg Rosenberg
Weinberg Ciullo & Fazzari LLP

New York, New York
June 2, 2000










                                      -16-
<PAGE>

[Letterhead of Ziner, Kennedy & Lehan LLP]

INDEPENDENT AUDITORS' REPORT

To the Partners of
Lincoln Renaissance

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

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by the
Partnership's general partners and contracted management agent, as well as
evaluating the overall financial statement presentation. We believe that our
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 Lincoln Renaissance at December
31, 1999 and 1998, and the results of its operations, changes in partners'
equity and its cash flows for the years then ended in conformity with generally
accepted accounting principles.

/s/ Ziner, Kennedy & Lehman LLP
Quincy, Massachusetts
January 26, 2000




                                      -17-
<PAGE>

[Letterhead of Ziner & Company, P.C.]

INDEPENDENT AUDITORS' REPORT

To the Partners of
Lincoln Renaissance

We have audited the accompanying balance sheets of Lincoln Renaissance (a
Pennsylvania Limited Partnership) as of December 31, 1998 and 1997, 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 audit.

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
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 Lincoln Renaissance at December
31, 1998 and 1997, and the results of its operations, changes in partners'
equity and its cash flows for the years then ended in conformity with generally
accepted accounting principles.

/s/ Ziner & Company, P.C.
Boston, Massachusetts
January 30, 1999





                                      -18-
<PAGE>

[Letterhead of WIELAND & COMPANY, INC.]

INDEPENDENT AUDITOR'S REPORT

To the Partners
United - Germano - Millgate Limited Partnership

We have audited the accompanying balance sheets of United - Germano - Millgate
Limited Partnership (an Illinois limited partnership) as of December 31, 1999
and 1998, and the related statements of operations, partners' equity, and cash
flows for the years then ended. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards, Government Auditing Standards issued by the Comptroller General of
the United States and the Illinois Housing Development Authority's Financial
Reporting and Audits Guidelines for Mortgagors of Multifamily Housing
Developments. 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 United - Germano - Millgate
Limited Partnership as of December 31, 1999 and 1998, and the results of its
operations, changes in partners' equity, and cash flows for the years then ended
in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, the Illinois Housing
Development Authority's Financial Reporting and Audit Guidelines for Mortgagors
of Multifamily Housing Developments, 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 14, 2000, on our consideration of
the internal control of United - Germano - Millgate Limited Partnership, and
reports dated February 14, 2000, on its compliance with specific requirements
applicable to major HUD and IHDA-assisted programs and specific requirements
applicable to Fair Housing and Non-Discrimination.




                                      -19-
<PAGE>

Our audits were 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 of United - Germano - Millgate
Limited Partnership. 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/ Wieland & Company, Inc.
Engagement Partner: Paul H. Wieland
13 South Batavia Avenue
Batavia, Illinois 60510
(630) 761-8199
EIN 36-4025026
February 14, 2000






                                      -20-
<PAGE>

[Letterhead of WIELAND & COMPANY, INC.]

INDEPENDENT AUDITOR'S REPORT

To the Partners
United - Germano - Millgate Limited Partnership

We have audited the accompanying balance sheets of United - Germano - Millgate
Limited Partnership (an Illinois limited partnership) as of December 31, 1998
and 1997, and the related statements of operations, partners' equity, and cash
flows for the years then ended. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards, Government Auditing Standards issued by the Comptroller General of
the United States and the Illinois Housing Development Authority's Financial
Reporting and Audits Guidelines for Mortgagors of Multifamily Housing
Developments. 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 United - Germano - Millgate
Limited Partnership as of December 31, 1998 and 1997, and the results of its
operations, changes in partners' equity, and cash flows for the years then ended
in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, the Illinois Housing
Development Authority's Financial Reporting and Audit Guidelines for Mortgagors
of Multifamily Housing Developments, 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 22, 1999, on our consideration of the
internal control of United - Germano - Millgate Limited Partnership, and reports
dated January 22, 1999 on its compliance with specific requirements applicable
to major HUD and IHDA-assisted programs and specific requirements applicable to
Fair Housing and Non-Discrimination.




                                      -21-
<PAGE>

Our audits were 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 of United - Germano - Millgate
Limited Partnership. 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/ Wieland & Company, Inc.
Engagement Partner: Paul H. Wieland
1157 South Raddant Road
Batavia, Illinois 60510
(630) 761-8199
EIN 36-4025026
January 22, 1999






                                      -22-
<PAGE>

[Letterhead of Ziner, Kennedy & Lehan LLP]

INDEPENDENT AUDITORS' REPORT

To the Partners of
Mansion Court Associates

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

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the 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 partners and contracted management agent, 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 Mansion Court Associates at
December 31, 1999 and 1998, and the results of its operations, changes in
partners' equity and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

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





                                      -23-
<PAGE>

[Letterhead of Ziner & Company, P.C.]

INDEPENDENT AUDITORS' REPORT

To the Partners of
Mansion Court Associates

We have audited the accompanying balance sheets of Mansion Court Associates (a
Pennsylvania limited partnership) as of December 31, 1998 and 1997 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 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 partners and contracted management agent, 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 Mansion Court Associates at
December 31, 1998 and 1997, and the results of its operations, changes in
partners' equity and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

/s/ Ziner & Company, P.C.
Boston, Massachusetts
January 18, 1999






                                      -24-
<PAGE>

[Letterhead of Wall, Einhorn & Chernitzer, P.C.]

INDEPENDENT AUDITORS' REPORT

To the Partners
Derby Run Associates, L.P.
 (A Virginia Limited Partnership)
Virginia Beach, Virginia

We have audited the accompanying balance sheet of Derby Run Associates, L.P., (A
Virginia Limited Partnership) as of December 31, 1999, and the related
statements of operations, partners' equity and cash flows for the year 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 audit.

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

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

The accompanying supplementary information shown on pages 12-18, is presented
for purposes of additional analysis and is not a required part of the basic
financial statements. Such information has been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the financial
statements taken as a whole.

/s/ Wall, Einhorn & Chernitzer, P.C.
CERTIFIED PUBLIC ACCOUNTANTS
Norfolk, Virginia
February 1, 2000




                                      -25-
<PAGE>

[Letterhead of Burrus Paul & Turnbull]

INDEPENDENT AUDITORS' REPORT

To the Partners Virginia Housing Development Authority
Derby Run Associates, L.P.
601 S. Belvidere Street
Virginia Beach, Virginia
Richmond, Virginia 23220

We have audited the accompanying balance sheet of Derby Run Associates, L.P.,
Project No. 93-0625-C, as of December 31, 1998, and the related statement of
profit and loss (HUD Form 92410), partners' equity and cash flows for the year
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 audit.

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

In our opinion, the financial statements referred to above present fairly in all
material respects, the financial position of VHDA Project No. 93-0625-C as of
December 31, 1998 and the results of its operations, changes in partner's equity
and cash flows for the year then ended in conformity with generally accepted
accounting principles.

Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supporting information included in
the report (page 10), is presented for purposes of additional analysis and is
not a required part of the basic financial statements for VHDA Project No.
93-0625-C. 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/ Burrus Paul & Turnbull
CERTIFIED PUBLIC ACCOUNTANTS
Norfolk, Virginia
January 27, 1999




                                      -26-
<PAGE>

[Letterhead of Burrus Paul & Turnbull]

INDEPENDENT AUDITORS' REPORT

To the PartnersVirginia Housing Development Authority
Derby Run Associates, L.P.601 S. Belvidere Street
Virginia Beach, VirginiaRichmond, Virginia 23220

We have audited the accompanying balance sheet of Derby Run Associates, L.P.,
Project No. 93-0625-C, as of December 31, 1997, and the related statement of
profit and loss (HUD Form 92410), partners' equity and cash flows for the year
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 audit.

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

In our opinion, the financial statements referred to above present fairly in all
material respects, the financial position of VHDA Project No. 93-0625-C as of
December 31, 1997 and the results of its operations, changes in partner's equity
and cash flows for the year then ended in conformity with generally accepted
accounting principles.

Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supporting information included in
the report (page 10), is presented for purposes of additional analysis and is
not a required part of the basic financial statements for VHDA Project No.
93-0625-C. 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/ Burrus Paul & Turnbull
CERTIFIED PUBLIC ACCOUNTANTS
Norfolk, Virginia
February 11, 1998




                                      -27-
<PAGE>

[Letterhead of Reznick Fedder & Silverman]

INDEPENDENT AUDITORS' REPORT

To the Partners
Renaissance Plaza 93 Associates, L.P.

We have audited the accompanying balance sheet of Renaissance Plaza 93
Associates, L.P. as of December 31, 1999, and the related statements of
operations, partners' equity (deficit) and cash flows for the year then ended.
These financial statements are the responsibility of the partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Renaissance Plaza 93
Associates, L.P. as of December 31, 1999, and the results of its operations, the
changes in partners' equity (deficit) and cash flows for the year then ended, in
conformity with generally accepted accounting principles.

Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The supplemental information on pages 23 through 33
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 26,
2000 on our consideration of Renaissance Plaza 93 Associates, L.P.'s internal
control and on its compliance with requirements applicable to DHCD-assisted
programs, and laws and regulations applicable to the financial statements.

/s/ Reznick Fedder & Silverman
Audit Principal: Robert J. Denmark
Bethesda, Maryland
Federal Employer Identification Number: 52-1088612
January 26, 2000




                                      -28-
<PAGE>

[Letterhead of Reznick Fedder & Silverman]

INDEPENDENT AUDITORS' REPORT

To the Partners
Renaissance Plaza 93 Associates, L.P.

We have audited the accompanying balance sheet of Renaissance Plaza 93
Associates, L.P. as of December 31, 1998, and the related statements of profit
and loss (on HUD Form No. 92410), changes in partners' equity and cash flows for
the year then ended. These financial statements are the responsibility of the
partnership's management. Our responsibility is to express an opinion on these
financial statements based on our 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 Renaissance Plaza 93
Associates, L.P. as of December 31, 1998, and the results of its operations, the
changes in partners' equity and cash flows for the year then ended, in
conformity with generally accepted accounting principles.

Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The supplemental information on pages 23 through 30
is presented for purposes of additional analysis and is not a required part of
the basic financial statements. Such information, except for that portion marked
"unaudited," on which we express no opinion, 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 21,
1999 on our consideration of Renaissance Plaza 93 Associates, L.P.'s internal
control and on its compliance with requirements applicable to CDA programs, fair
housing and non-discrimination and laws and regulations applicable to the
financial statements.

/s/ Reznick Fedder & Silverman
Audit Principal: Lester A. Kanis
Bethesda, Maryland
Federal Employer Identification Number: 52-1088612
January 21, 1999




                                      -29-
<PAGE>

[Letterhead of Reznick Fedder & Silverman]

INDEPENDENT AUDITORS' REPORT

To the Partners
Renaissance Plaza 93 Associates, L.P.

We have audited the accompanying balance sheet of Renaissance Plaza 93
Associates, L.P. as of December 31, 1997, and the related statements of profit
and loss (on HUD Form No. 92410), changes in partners' equity and cash flows for
the year then ended. These financial statements are the responsibility of the
partnership's management. Our responsibility is to express an opinion on these
financial statements based on our 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 Renaissance Plaza 93
Associates, L.P. as of December 31, 1997, and the results of its operations, the
changes in partners' equity and cash flows for the year then ended, in
conformity with generally accepted accounting principles.

Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The supplemental information on pages 23 through 34
is presented for purposes of additional analysis and is not a required part of
the basic financial statements. Such information, except for that portion marked
"unaudited," on which we express no opinion, 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 31,
1998 on our consideration of Renaissance Plaza 93 Associates, L.P.'s internal
control and on its compliance with requirements applicable to CDA programs, fair
housing and non-discrimination and laws and regulations applicable to the
financial statements.

/s/ Reznick Fedder & Silverman
Audit Principal: Lester A. Kanis
Bethesda, Maryland
January 31, 1998




                                      -30-
<PAGE>

[Letterhead of Ziner, Kennedy & Lehan LLP]

INDEPENDENT AUDITORS' REPORT

To the Partners of
Tasker Village Associates

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

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by the
Partnership's general partners and contracted management agent, as well as
evaluating the overall financial statement presentation. We believe that our
audits 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 Tasker Village Associates at
December 31, 1999 and 1998, and the results of its operations, changes in
partners' equity, and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

/s/ Ziner, Kennedy & Lehan LLP
Quincy, Massachusetts
January 15, 2000




                                      -31-
<PAGE>

[Letterhead of Ziner & Company, P.C.]

INDEPENDENT AUDITORS' REPORT

To the Partners of
Tasker Village Associates

We have audited the accompanying balance sheet of Tasker Village Associates (a
Pennsylvania limited partnership) as of December 31, 1998 and 1997 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 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 Tasker Village Associates at
December 31, 1998 and 1997, and the results of its operations, changes in
partners' equity, and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

/s/ Ziner & Company, P.C.
Boston, Massachusetts
January 19, 1999




                                      -32-
<PAGE>

[Letterhead of Clifford R. Benn]

INDEPENDENT AUDITOR'S REPORT

General Partner
Martha Bryant Manor, L.P.
Los Angeles, California

I have audited the balance sheet of Martha Bryant Manor, L.P. at December 31,
1999 and the related statements of income, changes in partners' capital, and
cash flow for the year then ended. These financial statements are the
responsibility of Martha Bryant Manor, L.P.'s management. My responsibility is
to express an opinion on these financial statements based on my audit.

I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that I plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatements. 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 Martha Bryant Manor, L.P. at
December 31, 1999 and the results of its operations and its cash flow for the
year then ended. In conformity with generally accepted accounting principles.

/s/ Clifford R. Benn
Carson, California
February 23, 2000





                                      -33-
<PAGE>

[Letterhead of Clifford R. Benn]

INDEPENDENT AUDITOR'S REPORT

General Partner
Martha Bryant Manor, L.P.
Los Angeles, California

I have audited the balance sheet of Martha Bryant Manor, L.P. at December 31,
1998 and the related statements of income, changes in partners' capital, and
cash flow for the year then ended. These financial statements are the
responsibility of Martha Bryant Manor, L.P.'s management. My responsibility is
to express an opinion on these financial statements based on my audit.

I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that I plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatements. 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 Martha Bryant Manor, L.P. at
December 31, 1998 and the results of its operations and its cash flow for the
year then ended. In conformity with generally accepted accounting principles.

/s/ Clifford R. Benn
Carson, California
February 16, 1999





                                      -34-
<PAGE>

[Letterhead of Clifford R. Benn]

INDEPENDENT AUDITOR'S REPORT

General Partner
Martha Bryant Manor, L.P.
Los Angeles, California

I have audited the balance sheet of Martha Bryant Manor, L.P. at December 31,
1997 and the related statements of income, changes in partners' capital, and
cash flow for the year then ended. These financial statements are the
responsibility of Martha Bryant Manor, L.P.'s management. My responsibility is
to express an opinion on these financial statements based on my audit.

I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that I plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatements. 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 Martha Bryant Manor, L.P. at
December 31, 1997 and the results of its operations and its cash flow for the
year then ended. In conformity with generally accepted accounting principles.

As more fully described in Note 6, subsequent to the issuance of the
partnership's 1997 financial statements and my report thereon dated February 2,
1998, I became aware that those financial statements did not properly disclose
deferred mortgage interest payable. In my original report I expressed an
unqualified opinion on the 1997 financial statements, and my opinion on the
revised statements, as expressed herein, remains unqualified.

/s/ Clifford R. Benn
Carson, California
February 2, 1998, except as to the last paragraph above
and Notes 5 and 6, which are as of March 13, 1998




                                      -35-
<PAGE>

[Letterhead of MARVIN D. MASON]

To the Partners of
Colden Oaks, A California Limited Partnership
Los Angeles, California

I have audited the accompanying balance sheets of Colden Oaks, a California
Limited Partnership, as of December 31, 1999 and 1998, and the related
statements of operations, changes in partners' equity and cash flows for the
years then ended. These financial statements are the responsibility of the
Partnership's general partners. My responsibility is to express an opinion on
these financial statements based on my audit.

I conducted my audit in accordance with generally accepted auditing standards.
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 the
Partnership's general partners, 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 Colden Oaks, a California Limited
Partnership as of December 31, 1999 and 1998, and the results of its operations,
changes in partners' equity and its cash flows for the year then ended in
conformity with generally accepted accounting principles.

/s/ Marvin Mason
Certified Public Accountant
Encino, California
February 25, 2000





                                      -36-
<PAGE>

[Letterhead of MARVIN D. MASON]

To the Partners of
Colden Oaks, A California Limited Partnership
Los Angeles, California

I have audited the accompanying balance sheet of Colden Oaks, a California
Limited Partnership, as of December 31, 1997, 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. My responsibility is to express an opinion on these financial
statements based on my audit.

I conducted my audit in accordance with generally accepted auditing standards.
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 the 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 Colden Oaks, a California Limited
Partnership, at December 31, 1997, and the results of its operations and its
cash flows for the year then ended in conformity with generally accepted
accounting principles.

/s/ Marvin Mason
Encino, California
February 28, 1998





                                      -37-
<PAGE>

[Letterhead of Clifford R. Benn]

INDEPENDENT AUDITOR'S REPORT

General Partner
Brynview Terrace, L.P.
Los Angeles, California

I have audited the balance sheet of Brynview Terrace, L.P. at December 31, 1999
and the related statements of income, changes in partners' capital, and cash
flow for the year then ended. These financial statements are the responsibility
of Brynview Terrace, L.P.'s management. My responsibility is to express an
opinion on these financial statements based on my audit.

I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that I plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatements. An audit includes examining on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also include
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 Brynview Terrace, L.P. at December
31, 1999 and the results of its operations and its cash flow for the year then
ended. In conformity with generally accepted accounting principles.

/s/ Clifford R. Benn, C.P.A.
Carson, California
February 17, 2000





                                      -38-
<PAGE>

[Letterhead of Clifford R. Benn]

INDEPENDENT AUDITOR'S REPORT

General Partner
Brynview Terrace, L.P.
Los Angeles, California

I have audited the balance sheet of Brynview Terrace, L.P. at December 31, 1998
and the related statements of income, changes in partners' capital, and cash
flow for the year then ended. These financial statements are the responsibility
of Brynview Terrace, L.P.'s management. My responsibility is to express an
opinion on these financial statements based on my audit.

I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that I plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatements. An audit includes examining on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also include
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 Brynview Terrace, L.P. at December
31, 1998 and the results of its operations and its cash flow for the year then
ended. In conformity with generally accepted accounting principles.

/s/ Clifford R. Benn, C.P.A.
Carson, California
February 4, 1999





                                      -39-
<PAGE>

[Letterhead of Clifford R. Benn]

INDEPENDENT AUDITOR'S REPORT

General Partner
Brynview Terrace, L.P.
Los Angeles, California

I have audited the balance sheet of Brynview Terrace, L.P. at December 31, 1997
and the related statements of income, changes in partners' capital, and cash
flow for the year then ended. These financial statements are the responsibility
of Brynview Terrace, L.P.'s management. My responsibility is to express an
opinion on these financial statements based on my audit.

I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that I plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatements. An audit includes examining on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also include
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 Brynview Terrace, L.P. at December
31, 1997 and the results of its operations and its cash flow for the year then
ended. In conformity with generally accepted accounting principles.

/s/ Clifford R. Benn, C.P.A.
Carson, California
February 24, 1998





                                      -40-
<PAGE>

[Letterhead of Robert J. Pacheco, CPA]

Independent Auditor's Report

To the Partners of NLEDC, L.P., A California Limited Partnership:

I have audited the accompanying balance sheet of NLEDC, L.P., a California
Limited Partnership, as of December 31, 1999, and the related statements of
income, changes in partners' capital, and cash flows for the year 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 generally accepted auditing standards
and Government Auditing Standards issued by the Comptroller General of the
United States. Those standards require that I plan and perform the 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 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 NLEDC, L.P., a California Limited
Partnership, at December 31, 1999, and the results of its operations, changes in
partners' capital and cash flows for the year then ended in conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standards and the Consolidated Audit
Guide for Audits of HUD Programs issued by the U. S. Department of Housing and
Urban Development, I have also issued reports dated March 25, 1999, on my
consideration of the Partnership's internal control, on its compliance with
specific requirements applicable to nonmajor HUD programs and specific
requirements applicable to Fair Housing and Non-Discrimination.

/s/ Robert Pacheco
Pasadena, California
March 25, 2000





                                      -41-
<PAGE>

[Letterhead of Robert J. Pacheco, CPA]

Independent Auditor's Report

To the Partners of NLEDC, L.P., A California Limited Partnership:

I have audited the accompanying balance sheet of NLEDC, L.P., a California
Limited Partnership, as of December 31, 1998, and the related statements of
income, changes in partners' capital, and cash flows for the year 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 generally accepted auditing standards
and Government Auditing Standards issued by the Comptroller General of the
United States. Those standards require that I plan and perform the 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 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 NLEDC, L.P., a California Limited
Partnership, at December 31, 1998, and the results of its operations, changes in
partners' capital and cash flows for the year then ended in conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standards and the Consolidated Audit
Guide for Audits of HUD Programs issued by the U. S. Department of Housing and
Urban Development, I have also issued reports dated February 25, 1999, on my
consideration of the Partnership's internal control, on its compliance with
specific requirements applicable to non-major HUD programs and specific
requirements applicable to Fair Housing and Non-Discrimination.

/s/ Robert Pacheco
Pasadena, California
February 25, 1999





                                      -42-
<PAGE>

[Letterhead of Robert J. Pacheco, CPA]

Independent Auditor's Report

To the Partners of NLEDC, L.P., A California Limited Partnership:

I have audited the accompanying balance sheet of NLEDC, L.P., a California
Limited Partnership, as of December 31, 1997, and the related statements of
income, changes in partners' capital, and cash flows for the year 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 generally accepted auditing standards
and Government Auditing Standards issued by the Comptroller General of the
United States. Those standards require that I plan and perform the 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 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 NLEDC, L.P., a California Limited
Partnership, at December 31, 1997, and the results of its operations, changes in
partners' capital and cash flows for the year then ended in conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standards and the Consolidated Audit
Guide for Audits of HUD Programs issued by the U. S. Department of Housing and
Urban Development, I have also issued reports dated February 25, 1998, on my
consideration of the Partnership's internal control, on its compliance with
specific requirements applicable to non-major HUD programs and specific
requirements applicable to Affirmative Fair Housing.

/s/ Robert Pacheco
Robert J. Pacheco, CPA
Pasadena, California
February 25, 1998





                                      -43-
<PAGE>

[Letterhead of Reznick Fedder & Silverman]

INDEPENDENT AUDITORS' REPORT

To the Partners
Creative Choice Homes VI, Ltd.

We have audited the accompanying balance sheet of Creative Choice Homes VI, Ltd.
as of December 31, 1999, and the related statements of operations, partners'
equity and cash flows for the year then ended. These financial statements are
the responsibility of the partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audit.

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

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

/s/ Reznick Fedder & Silverman
Bethesda, Maryland
January 11, 2000





                                      -44-
<PAGE>

[Letterhead of Reznick Fedder & Silverman]

INDEPENDENT AUDITORS' REPORT

To the Partners
Creative Choice Homes VI, Ltd.

We have audited the accompanying balance sheet of Creative Choice Homes VI, Ltd.
as of December 31, 1998, and the related statements of operations, partners'
equity and cash flows for the year then ended. These financial statements are
the responsibility of the partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audit.

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

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

/s/ Reznick Fedder & Silverman
Bethesda, Maryland
February 5, 1999





                                      -45-
<PAGE>

[Letterhead of Reznick Fedder & Silverman]

INDEPENDENT AUDITORS' REPORT

To the Partners
Creative Choice Homes VI, Ltd.

We have audited the accompanying balance sheet of Creative Choice Homes VI, Ltd.
as of December 31, 1997, and the related statements of operations, partners'
equity and cash flows for the year then ended. These financial statements are
the responsibility of the partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Creative Choice Homes VI, Ltd.
as of December 31, 1997, and the results of its operations, the changes in
partners' equity and cash flows for the year then ended, in conformity with
generally accepted accounting principles.

/s/ Reznick Fedder & Silverman
Bethesda, Maryland
February 6, 1998





                                      -46-
<PAGE>

[Letterhead of SUAREZ ACCOUNTANCY CORPORATION]

Independent Auditor's Report

To the Partners
P & P Home for the Elderly, L.P.
Los Angeles, California

I have audited the accompanying balance sheet of P & P Home for the Elderly,
L.P. as of December 31, 1999, and the related statements of income, changes in
partners' capital, and cash flows for the year 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 generally accepted auditing standards.
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 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 P & P Home for the Elderly, L.P. at
December 31, 1999, and the results of its operations and cash flows for the year
then ended, in conformity with generally accepted accounting principles.

/s/ Suarez Accountancy Corporation
San Pedro, California
February 3, 2000





                                      -47-
<PAGE>

[Letterhead of SUAREZ ACCOUNTANCY CORPORATION]

Independent Auditor's Report

To the Partners
P & P Home for the Elderly, L.P.
Los Angeles, California

I have audited the accompanying balance sheet of P & P Home for the Elderly,
L.P. as of December 31, 1998, and the related statements of income, changes in
partners' capital, and cash flows for the year 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 generally accepted auditing standards.
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 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 P & P Home for the Elderly, L.P. at
December 31, 1998, and the results of its operations and cash flows for the year
then ended, in conformity with generally accepted accounting principles.

/s/ Suarez Accountancy Corporation
San Pedro, California
March 8, 1999





                                      -48-
<PAGE>

[Letterhead of SUAREZ ACCOUNTANCY CORPORATION]

Independent Auditor's Report

To the Partners
P & P Home for the Elderly, L.P.
Los Angeles, California

I have audited the accompanying balance sheet of P & P Home for the Elderly,
L.P. as of December 31, 1997, and the related statements of income, changes in
partners' capital, and cash flows for the year 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 generally accepted auditing standards.
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 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 P & P Home for the Elderly, L.P. at
December 31, 1997, and the results of its operations and cash flows for the year
then ended, in conformity with generally accepted accounting principles.

/s/ Suarez Accountancy Corporation
San Pedro, California
January 30, 1998





                                      -49-
<PAGE>

[Letterhead of COLE, EVANS & PETERSON]

INDEPENDENT AUDITORS' REPORT ON THE BASIC FINANCIAL STATEMENTS
AND SUPPLEMENTAL INFORMATION

Clear Horizons Limited Partnership
Shreveport, Louisiana

We have audited the accompanying balance sheet of Clear Horizons Limited
Partnership, at December 31, 1999, and the related statements of income, capital
and cash flows for the year then ended. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audit.

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

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

Our audit was made primarily for the purpose of forming an opinion on the basic
financial statements for the year ended December 31, 1999 taken as a whole. The
supplementary Schedules 1 through 6 are presented for purposes of additional
analysis and are not a required part of the basic financial statements. Such
information has been subjected to the audit procedures applied in the audit of
the basic financial statements and, in our opinion, is fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.

In accordance with Government Auditing Standards and the Consolidated Audit
Guide for Audits of HUD Programs issued by the U. S. Department of Housing and
Urban Development, we have also issued a report dated February 9, 2000 on our
consideration of Clear Horizons Limited Partnership's internal control, and
reports dated February 9, 2000, on its compliance with laws and regulations,
compliance with specific requirements applicable to Affirmative Fair Housing,
and compliance with specific requirements applicable to major HUD-assisted
programs.
/s/ Cole, Evans & Peterson
Lead Auditor: Steven W. Hedgepeth
Federal ID No. 72-0506596
Shreveport, Louisiana
February 9, 2000

                                      -50-
<PAGE>

[Letterhead of COLE, EVANS & PETERSON]

INDEPENDENT AUDITORS' REPORT ON THE BASIC FINANCIAL STATEMENTS
AND SUPPLEMENTAL INFORMATION

Clear Horizons Limited Partnership
Shreveport, Louisiana

We have audited the accompanying balance sheet of Clear Horizons Limited
Partnership, at December 31, 1998, and the related statements of income, capital
and cash flows for the year then ended. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audit.

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

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

Our audit was made primarily for the purpose of forming an opinion on the basic
financial statements for the year ended December 31, 1998 taken as a whole. The
supplementary Schedules 1 through 6 are presented for purposes of additional
analysis and are not a required part of the basic financial statements. Such
information has been subjected to the audit procedures applied in the audit of
the basic financial statements and, in our opinion, is fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.

In accordance with Government Auditing Standards and the Consolidated Audit
Guide for Audits of HUD Programs issued by the U. S. Department of Housing and
Urban Development, we have also issued a report dated February 12, 1999 on our
consideration of Clear Horizons Limited Partnership's internal control, and
reports dated February 12, 1999, on its compliance with laws and regulations,
compliance with specific requirements applicable to Affirmative Fair Housing,
and compliance with specific requirements applicable to major HUD-assisted
programs.
/s/ Cole, Evans & Peterson
Lead Auditor: Steven W. Hedgepeth
Federal ID No. 72-0506596
Shreveport, Louisiana
February 12, 1999

                                      -51-
<PAGE>

[Letterhead of COLE, EVANS & PETERSON]

INDEPENDENT AUDITORS' REPORT ON THE BASIC FINANCIAL STATEMENTS
AND SUPPLEMENTAL INFORMATION

Clear Horizons Limited Partnership
Shreveport, Louisiana

We have audited the accompanying balance sheet of Clear Horizons Limited
Partnership, at December 31, 1997, and the related statements of profit and
loss, capital and cash flows for the year then ended. These financial statements
are the responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audit.

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

In our opinion, the financial statements referred to in the first paragraph
above present fairly, in all material respects, the financial position of Clear
Horizons Limited Partnership, at December 31, 1997 and the results of its
operations, changes in capital, and cash flows for the year then ended in
conformity with generally accepted accounting principles.

Our audit was made primarily for the purpose of forming an opinion on the basic
financial statements for the year ended December 31, 1997 taken as a whole. The
supplementary Schedules 1 through 5 are presented for purposes of additional
analysis and are not a required part of the basic financial statements. Such
information has been subjected to the audit procedures applied in the audit of
the basic financial statements and, in our opinion, is fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.

In accordance with Government Auditing Standards and the Consolidated Audit
Guide for Audits of HUD Programs issued by the U. S. Department of Housing and
Urban Development, we have also issued a report dated February 9, 1998 on our
consideration of Clear Horizons Limited Partnership's internal control, and
reports dated February 9, 1998, on its compliance with laws and regulations,
compliance with specific requirements applicable to Affirmative Fair Housing,
and compliance with specific requirements applicable to major HUD-assisted
programs.
/s/ Cole, Evans & Peterson
Lead Auditor: Steven W. Hedgepeth
Federal ID No. 72-0506596
Shreveport, Louisiana
February 9, 1998

                                      -52-
<PAGE>

[Letterhead of Ziner, Kennedy & Lehan LLP

INDEPENDENT AUDITORS' REPORT

To the Partners of
Neptune Venture, L.P.

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

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

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

/s/ Ziner, Kennedy & Lehan LLP
Quincy, Massachusetts
January 17, 2000






                                      -53-
<PAGE>

[Letterhead of Ziner & Company, P.C.]

INDEPENDENT AUDITORS' REPORT

To the Partners of
Neptune Venture, L.P.

We have audited the accompanying balance sheets of Neptune Venture, L.P. (a New
Jersey limited partnership) as of December 31, 1998 and 1997, 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 Neptune Venture, L.P. at
December 31, 1998 and 1997, and the results of its operations, changes in
partners' equity and its cash flows for the year then ended in conformity with
generally accepted accounting principles.

/s/ Ziner & Company, P.C.
Boston, Massachusetts
January 20, 1999






                                      -54-
<PAGE>

[Letterhead of Lawlor, O'Brien & Chervenak, LLC]

INDEPENDENT AUDITORS' REPORT

To the Partners
Affordable Green Associates, L.P.

We have audited the accompanying balance sheet of Affordable Green Associates,
L.P. as of December 31, 1999 and the related statements of operations, changes
in partners' capital, and cash flows for the year then ended. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our 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 Affordable Green Associates,
L.P. as of December 31, 1999 and the results of its operations, changes in
partners' capital, and its cash flows for the year then ended in conformity with
generally accepted accounting principles.

/s/ Lawlor, O'Brien & Chervenak, LLC
Totowa, New Jersey
February 15, 2000






                                      -55-
<PAGE>

[Letterhead of Lawlor, O'Brien & Chervenak, LLC]

INDEPENDENT AUDITORS' REPORT

To the Partners
Affordable Green Associates, L.P.

We have audited the accompanying balance sheet of Affordable Green Associates,
L.P. as of December 31, 1998 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 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 Affordable Green Associates,
L.P. as of December 31, 1998 and the results of its operations, changes in
partners' capital, and its cash flows for the year then ended in conformity with
generally accepted accounting principles.

/s/ Lawlor, O'Brien & Chervenak, LLC
West Paterson, New Jersey
February 15, 1999






                                      -56-
<PAGE>

[Letterhead of Lawlor, O'Brien & Chervenak, LLC]

INDEPENDENT AUDITORS' REPORT

To the Partners
Affordable Green Associates, L.P.

We have audited the accompanying balance sheet of Affordable Green Associates,
L.P. as of December 31, 1997 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 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 Affordable Green Associates,
L.P. as of December 31, 1997 and the results of its operations, changes in
partners' capital, and its cash flows for the year then ended in conformity with
generally accepted accounting principles.

/s/ Lawlor, O'Brien & Chervenak, LLC
West Paterson, New Jersey
March 3, 1998







                                      -57-
<PAGE>

                      INDEPENDENCE TAX CREDIT PLUS L.P. II
                                AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>
                                     ASSETS
                                                                            March 31,
                                                                   ---------------------------
                                                                       2000           1999
                                                                   -----------    ------------
<S>                                                               <C>            <C>
Property and equipment net, less accumulated
 depreciation (Notes 2, 4 and 7)                                   $91,850,520    $ 95,123,555
Cash and cash equivalents (Notes 2, 3 and 10)                          971,474       1,051,505
Cash held in escrow (Notes 3 and 5)                                  2,823,313       2,487,110
Deferred costs, less accumulated amortization (Notes 2 and 6)          293,477         425,212
Other assets                                                           695,743         757,455
                                                                   -----------    ------------
                                                                   $96,634,527    $ 99,844,837
                                                                   ===========    ============

                   LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

Liabilities:
Mortgage notes payable (Note 7)                                    $58,753,322    $ 59,105,602
Accounts payable and other liabilities                               1,427,263       1,304,205
Accrued interest                                                     7,759,548       6,449,318
Due to local general partners and affiliates (Note 8)                1,878,270       1,839,744
Due to general partner and affiliates (Note 8)                       1,520,461         851,420
                                                                   -----------    ------------

                                                                    71,338,864      69,550,289
                                                                   -----------    ------------

Minority interests                                                      68,012         152,233
                                                                   -----------    ------------

Commitments and contingencies (Notes 7, 8 and 10)

Partners' capital (deficit):
Limited partners
 (58,928 BACs issued and outstanding)                               25,499,324      30,364,841
General partner                                                       (271,673)       (222,526)
                                                                   -----------    ------------

Total partners' capital (deficit)                                   25,227,651      30,142,315
                                                                   -----------    ------------

Total liabilities and partners' capital (deficit)                 $ 96,634,527   $  99,844,837
                                                                   ===========    ============

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


                                      -58-
<PAGE>

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

<TABLE>
<CAPTION>
                                                          Year Ended March 31,
                                                ----------------------------------------
                                                    2000          1999          1998
                                                ------------  ------------  ------------
<S>                                             <C>           <C>           <C>
Revenues

Rental income                                   $ 7,940,677   $ 7,641,654   $ 7,576,204
Other income                                        270,774       291,326       329,342
                                                 ----------    ----------    ----------
                                                  8,211,451     7,932,980     7,905,546
                                                 ----------    ----------    ----------
Expenses

General and administrative                        2,104,328     2,240,191     2,249,869
General and administrative-related parties
 (Note 8)                                           930,809       932,889       454,756
Repairs and maintenance                           1,868,271     1,604,008     1,574,825
Operating                                           881,623       869,450       964,586
Taxes                                               742,492       661,155       670,869
Insurance                                           408,695       434,484       523,826
Financial, principally interest                   2,616,748     2,319,601     3,244,578
Depreciation and amortization                     3,584,057     3,603,378     3,519,340
Loss on impairment of assets (Note 4)                     0             0     3,925,514
                                                 ----------    ----------    ----------
Total expenses                                   13,137,023    12,665,156    17,128,163
                                                 ----------    ----------    ----------

Loss before minority interest                    (4,925,572)   (4,732,176)   (9,222,617)

Minority interest in loss of subsidiary
 partnerships                                        10,908        11,063        10,710
                                                 ----------    ----------    ----------

Net loss                                        $(4,914,664)  $(4,721,113)  $(9,211,907)
                                                 ==========    ==========    ==========

Net loss - limited partners                     $(4,865,517)  $(4,673,902)  $(9,119,788)
                                                 ==========    ==========    ==========

Number of BACs outstanding                           58,928        58,928        58,928
                                                 ==========    ==========    ==========

Net loss per BAC                                $    (82.57)  $    (79.32)  $   (154.76)
                                                 ==========    ==========    ==========
</TABLE>

See accompanying notes to consolidated financial statements.



                                      -59-
<PAGE>

                      INDEPENDENCE TAX CREDIT PLUS L.P. II
                                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, 1997         $44,075,335   $44,158,531    $  (83,196)

Net loss                                           (9,211,907)   (9,119,788)      (92,119)
                                                   ----------    ----------     ---------

Partners' capital (deficit)-March 31, 1998         34,863,428    35,038,743      (175,315)

Net loss                                           (4,721,113)   (4,673,902)      (47,211)
                                                   ----------    ----------     ---------

Partners' capital (deficit)-March 31, 1999         30,142,315    30,364,841      (222,526)

Net loss                                           (4,914,664)   (4,865,517)      (49,147)
                                                   ----------    ----------     ---------

Partners' capital (deficit)-March 31, 2000        $25,227,651   $25,499,324     $(271,673)
                                                   ==========    ==========      ========
</TABLE>

See accompanying notes to consolidated financial statements.





                                      -60-
<PAGE>

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

<TABLE>
<CAPTION>
                                                                  Year Ended March 31,
                                                      -----------------------------------------------
                                                           2000            1999             1998
                                                      -------------    -------------    -------------
<S>                                                   <C>              <C>              <C>
Cash flows from operating activities:
Net loss                                              $ (4,914,664)    $ (4,721,113)    $ (9,211,907)
                                                       -----------      -----------      -----------
Adjustments to reconcile net loss to net cash
 provided by (used in) operating activities:
Depreciation and amortization                            3,584,057        3,603,378        3,519,340
Loss on impairment of assets                                     0                0        3,925,514
Minority interest in loss of subsidiary partnerships       (10,908)         (11,063)         (10,710)
(Increase) decrease in assets:
Cash held in escrow                                        (57,052)         190,263           79,478
Other assets                                                61,712         (196,619)        (133,424)
Increase (decrease) in liabilities:
Accounts payable and other liabilities                     123,058         (262,488)        (146,096)
Accrued interest                                         1,310,230        1,523,645        1,689,348
Increase in due to local general partners
 and affiliates                                             74,139           90,141           59,825
Decrease in due to local general partners
 and affiliates                                            (48,671)         (47,614)         (21,489)
Due to general partner and affiliates                      669,041          576,957           82,727
                                                       -----------      -----------      -----------
Total adjustments                                        5,705,606        5,466,600        9,044,513
                                                       -----------      -----------      -----------

Net cash provided by (used in)
  operating activities                                     790,942          745,487         (167,394)
                                                       -----------      -----------      -----------

Cash flows from investing activities:
Improvements to property and equipment                    (179,287)        (977,148)        (693,694)
 (Decrease) increase in cash held in escrow               (279,151)         (93,367)         227,455
Increase in due to local general partners
 and affiliates                                             53,152           12,721          278,606
Decrease in due to local general partners
 and affiliates                                            (20,000)      (1,040,768)      (1,126,883)
                                                       -----------      -----------      -----------

Net cash used in investing activities                     (425,286)      (2,098,562)      (1,314,516)
                                                       -----------      -----------      -----------
</TABLE>


                                      -61-
<PAGE>

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

<TABLE>
<CAPTION>
                                                                  Year Ended March 31,
                                                      -----------------------------------------------
                                                           2000            1999             1998
                                                      -------------    -------------    -------------
<S>                                                   <C>              <C>              <C>
Cash flows from financing activities:
Proceeds from mortgage notes                                     0          169,689        4,220,575
Principal payments of mortgage notes                      (352,280)        (344,461)        (488,360)
Proceeds from construction loans                                 0                0          306,635
Principal payments of construction loans                         0                0       (4,620,557)
Increase in due to local general partners
 and affiliates                                             37,914          178,981          326,443
Decrease in due to local general partners
 and affiliates                                            (58,008)        (118,405)        (187,859)
Increase in deferred costs                                       0                0          (35,184)
Decrease in capitalization of consolidated
 subsidiaries attributable to minority interest            (73,313)        (132,432)         (10,751)
                                                         ---------        ---------        ---------

Net cash used in financing activities                     (445,687)        (246,628)        (489,058)
                                                         ---------        ---------        ---------

Net decrease in cash and cash equivalents                  (80,031)      (1,599,703)      (1,970,968)

Cash and cash equivalents at beginning of year           1,051,505        2,651,208        4,622,176
                                                         ---------        ---------        ---------

Cash and cash equivalents at end of year                $  971,474      $ 1,051,505      $ 2,651,208
                                                         =========       ==========       ==========

Supplemental disclosure of cash flows
 information:
Cash paid during the year for interest                  $1,281,921      $ 1,295,973      $ 1,088,536
                                                         =========       ==========       ==========

Supplemental disclosures of noncash investing
 and financing activities:
Property and equipment reclassified to cash
 held in escrow                                         $        0      $    23,103      $         0

Conversion of construction notes payable
 to mortgage notes payable                                       0                0       15,748,803
</TABLE>

See accompanying notes to consolidated financial statements.





                                      -62-
<PAGE>

                      INDEPENDENCE TAX CREDIT PLUS L.P. II
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2000

NOTE 1 - General

Independence Tax Credit Plus L.P. II (a Delaware limited partnership) (the
"Partnership") was organized on February 11, 1992 and commenced the public
offering on January 19, 1993. 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 fifteen subsidiary partnerships as of March 31,
2000.

The Partnership was authorized to issue a total of 100,000 ($100,000,000)
Beneficial Assignment Certificates ("BACs") which have been registered with the
Securities and Exchange Commission for sale to the public. Each BAC represents
all of the economic and virtually all of the ownership rights attributable to a
limited partnership interest. The Partnership raised a total of $58,928,000
representing 58,928 BACs. The offering was terminated on April 7, 1994.

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 Consolidation

The consolidated financial statements include the accounts of the Partnership
and fifteen subsidiary partnerships in which the Partnership is the principal
limited partner, with an ownership interest of 98.99%. 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.

For financial reporting purposes, the Partnership's fiscal year ends on
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 generally accepted accounting
principles. All subsidiaries have fiscal years ending December 31. Accounts of
the subsidiaries have been adjusted for intercompany transactions from
January 1 through March 31.

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


                                      -63-
<PAGE>

                      INDEPENDENCE TAX CREDIT PLUS L.P. II
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2000

The Partnership's investment in each subsidiary is equal to the respective
subsidiary's partners' equity less minority interest capital, if any. Losses
attributable to minority interest which exceed the minority interests'
investment in a subsidiary partnership have been charged to the Partnership.
Such losses aggregated approximately $32,000, $29,000 and $80,000 for the years
ended March 31, 2000, 1999 and 1998 (the 1999, 1998 and 1997 Fiscal Years),
respectively. In consolidation, all subsidiary partnership losses are included
in the Partnership's capital account except for losses allocated to minority
interest capital.

b) 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. Cash held in escrow has various use restrictions and is
not considered a cash equivalent.

c) Property and Equipment

Property and equipment to be held and used are carried at cost which includes
the purchase price, acquisition fees and expenses, construction period interest
and any other costs incurred in acquiring the properties. The cost of property
and equipment is depreciated over their estimated useful lives using accelerated
and straight-line methods. Expenditures for repairs and maintenance are charged
to expense as incurred; major renewals and betterments are capitalized. At the
time property and equipment are retired or otherwise disposed of, the cost and
accumulated depreciation are eliminated from the assets and accumulated
depreciation accounts and the profit or loss on such disposition is reflected in
earnings. A loss on impairment of assets is recorded when management estimates
amounts recoverable through future operations and sale of the property on an
undiscounted basis are below depreciated cost. At that time, property
investments themselves are reduced to estimated fair value (generally using
discounted cash flows).

Through March 31, 2000, the Partnership has recorded a loss on impairment of
assets of approximately $3,926,000.

d) 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 (Note 9).

e) 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 (Note 8).


                                      -64-
<PAGE>

                      INDEPENDENCE TAX CREDIT PLUS L.P. II
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2000

f) Loss Contingencies

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

g) Use of Estimates

The preparation of financial statements in conformity with 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.

h) Recent Pronouncements

In April 1998, the AICPA issued S0P No. 98-5 "Reporting on the Costs of Start-Up
Activities." S0P No. 98.5, which was adopted April 1, 1999, requires that costs
of start-up activities including organizational costs be expensed as incurred.
In addition, at the time of adoption the unamortized balance of any previously
deferred organizational costs must be expensed. This adoption resulted in
$58,524 being fully expensed and included in depreciation and amortization on
the consolidated statements of operations for the year ended March 31, 2000.

NOTE 3 - Fair Value of Financial Instruments

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

CASH AND CASH EQUIVALENTS AND CASH HELD IN ESCROW
The carrying amount approximates fair value.

MORTGAGE NOTES PAYABLE
The fair value of mortgage notes payable is estimated, where practicable, based
on the borrowing rate currently available for similar loans.

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

<TABLE>
<CAPTION>
                                            March 31, 2000              March 31, 1999
                                       ------------------------    -------------------------
                                        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     $ 1,110,000   $ 1,110,000   $ 1,175,000    $ 1,175,000
Not Practicable                        $57,643,322             *   $57,930,602              *
</TABLE>


                                      -65-
<PAGE>

                      INDEPENDENCE TAX CREDIT PLUS L.P. II
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2000

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

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

NOTE 4 - Property and Equipment

The components of property and equipment and their estimated useful lives are
as follows:

<TABLE>
<CAPTION>
                                                     March 31,                Estimated
                                          ------------------------------     Useful Lives
                                               2000            1999             (Years)
                                          -------------    -------------     ------------
<S>                                       <C>              <C>               <C>
Land                                       $ 6,228,836      $ 6,228,836            -
Building and improvements                  100,790,755      100,692,548          10-40
Furniture and fixtures                       1,119,217        1,044,928           5-10
                                          ------------     ------------

                                           108,138,808      107,966,312

Less:  Accumulated depreciation            (16,288,288)     (12,842,757)
                                          ------------     ------------

                                           $91,850,520      $95,123,555
                                            ==========     ============
</TABLE>

Included in property and equipment is $3,501,977 of acquisition fees paid to the
General Partner and $867,942 of acquisition expenses as of March 31, 2000 and
1999.

In connection with the rehabilitation of the properties, the subsidiary
partnerships have incurred developer's fees of $9,282,042 to the local general
partners and affiliates as of March 31, 2000 and 1999, respectively. Such fees
have been included in the cost of property and equipment.

Depreciation expense for the years ended March 31, 2000, 1999 and 1998
amounted to $3,452,322, $3,508,040 and $3,405,027, respectively.

During Fiscal Year 1999, $6,791 of accumulated depreciation was written off.

On December 31, 1997, the building owned by Colden Oaks Limited Partnership was
deemed to be impaired and written down to estimated fair value. The impairment
loss was determined to be $3,925,514 and has been charged to operations in the
1997 Fiscal Year. Management has determined that, due to the need to continue to
provide low income rents to comply with Internal Revenue Service requirements to
receive federal low-income housing tax credits and the accumulation of
significant construction costs, the value of the Colden Oaks apartment building
is determined to be impaired. The amount of the asset write-down was measured as
the amount by which the carrying amount of the apartment building exceeded its
fair market value.


                                      -66-
<PAGE>

                      INDEPENDENCE TAX CREDIT PLUS L.P. II
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2000

NOTE 5 - Cash Held in Escrow

Cash held in escrow consists of the following:

<TABLE>
<CAPTION>
                                                                  March 31,
                                                          --------------------------
                                                              2000         1999
                                                          ------------  ------------
<S>                                                       <C>           <C>
Purchase price payments*                                   $  631,000    $  631,000
Real estate taxes, insurance and other                      1,036,604       979,552
Reserve for replacements (Note 7)                           1,155,709       876,558
                                                            ---------     ---------

                                                           $2,823,313    $2,487,110
                                                            =========     =========
</TABLE>

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

NOTE 6 - Deferred Costs

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

<TABLE>
<CAPTION>
                                                    March 31,
                                          -----------------------------
                                              2000             1999           Period
                                          ------------     ------------    ------------
<S>                                       <C>              <C>             <C>
Financing costs                            $  367,308       $  376,394           *
Organization costs                                             400,475       60 months
Other                                          33,703           33,703        various
                                           ----------       ----------
                                              401,011          810,572
Less:  Accumulated amortization              (107,534)        (385,360)
                                           ----------       ----------

                                           $  293,477       $  425,212
                                           ==========       ==========
</TABLE>

*Over the life of the related mortgages.

Amortization expense for the years ended March 31, 2000, 1999 and 1998 amounted
to $73,211, $95,338 and $114,313, respectively. During the Fiscal Year 1999,
$409,561 of deferred costs were written off and $351,037 of accumulated
amortization was written off.

NOTE 7 - Mortgage Notes Payable

The mortgage notes are payable in aggregate monthly installments of
approximately $146,000 including principal and interest at rates ranging from 0%
to 9.65% per annum, from the year 2003 through the year 2052. Each subsidiary
partnership's mortgage note payable is collateralized by the land and buildings
of the respective subsidiary partnership, the assignment of each certain
subsidiary partnership's rents and leases, and is without further recourse.


                                      -67-
<PAGE>

                      INDEPENDENCE TAX CREDIT PLUS L.P. II
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2000

One mortgage note with a balance of $4,987,071 and $5,172,210 at December 31,
1999 and 1998, respectively, which bears interest at 7% per annum is eligible
for an interest rate subsidy. Accordingly, the subsidiary partnership paid only
that portion of the monthly payments that would be required if the interest rate
was 1%. The balance was subsidized under Section 236 of the National Housing
Act.

Annual principal payment requirements for mortgage notes payable for each of the
next five fiscal years and thereafter are as follows:

<TABLE>
<CAPTION>
Fiscal Year Ending                     Amount
------------------                 -------------
<S>                                <C>
2000                                $   402,981
2001                                    451,048
2002                                    478,625
2003                                    518,376
2004                                    555,485
Thereafter                           56,346,807
                                     ----------
                                    $58,753,322
                                     ==========
</TABLE>

The mortgage agreements require monthly deposits to replacement reserves of
approximately $26,000 and monthly deposits to escrow accounts for real estate
taxes, hazard insurance and mortgage insurance and other (Note 5).

NOTE 8 - Related Party Transactions

An affiliate of the General Partner has a .01% interest as a special limited
partner in each of the subsidiary partnerships. An affiliate of the General
Partner also has a minority interest in certain local limited partnerships.

The General Partner and its affiliates perform services for the Partnership. The
costs incurred for the years ended March 31, 2000, 1999 and 1998 are as follows:

A) Guarantees

The Partnership has negotiated Operating Deficit Guaranty Agreements with all
subsidiary partnerships by which the Local General Partners have agreed to fund
operating deficits for a specified period of time. The terms of the Operating
Deficit Guaranty Agreements vary for each subsidiary partnership, with maximum
dollar amounts to be funded for a specified period of time, generally three
years, commencing on the break-even date. The gross amount of the Operating
Deficit Guarantees aggregates approximately $5,670,000, $4,450,000 of which has
expired at March 31, 2000. As of March 31, 2000 and 1999, $375,828 and $356,207
has been funded under the Operating Deficit Guaranty agreements. Amounts funded
under such agreements are treated as noninterest bearing loans, which will be
repaid only out of 50% of available cash flow or out of available net sale or
refinancing proceeds.


                                      -68-
<PAGE>

                      INDEPENDENCE TAX CREDIT PLUS L.P. II
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2000

B) Other Related Party Expenses

The costs incurred to related parties for the years ended March 31, 2000, 1999
and 1998 were as follows:

<TABLE>
<CAPTION>
                                                              Year Ended March 31,
                                                      --------------------------------------
                                                         2000          1999          1998
                                                      ----------    ----------    ----------
<S>                                                   <C>           <C>           <C>
Partnership management fees (a)                        $ 546,000     $ 546,000     $  50,000
Expense reimbursement (b)                                 97,485       100,678       112,759
Local administrative fees (d)                             25,000        33,750        32,500
                                                        --------      --------      --------
Total general and administrative-
General Partner                                          668,485       680,428       195,259
                                                        --------      --------      --------
Property management fees incurred to
affiliates of the subsidiary partnerships'
general partners (c)                                     262,324       252,461       259,497
                                                        --------      --------      --------
Total general and administrative-
related parties                                        $ 930,809     $ 932,889     $ 454,756
                                                        ========      ========      ========
</TABLE>

(a) The General Partner is entitled to receive a partnership management fee,
after payment of all Partnership expenses, which together with the annual local
administrative fees will not exceed a maximum of 0.5% per annum of invested
assets (as defined in the Partnership Agreement), for administering the affairs
of the Partnership. Subject to the foregoing limitation, the partnership
management fee will be determined by the General Partner in its sole discretion
based upon its review of the Partnership's investments. Unpaid partnership
management fees for any year will be accrued without interest and will be
payable from working capital reserves or to the extent of available funds after
the Partnership has made distributions to the limited partners 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 $1,205,000 and $659,000 were accrued and unpaid as of March 31,
2000 and 1999, respectively.

(b) 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.

(c) Property management fees incurred by subsidiary partnerships amounted to
$578,531, $602,601 and $547,120 for the years ended March 31, 2000, 1999 and
1998, respectively. Of these fees $262,324, $252,461 and $259,497 were earned by
affiliates of the subsidiary partnerships' general partners.

(d) Independence SLP L.P., a special limited partner of the subsidiary
partnerships, is entitled to receive a local administrative fee of up to $5,000
per year from each subsidiary partnership.


                                      -69-
<PAGE>

                      INDEPENDENCE TAX CREDIT PLUS L.P. II
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2000

C) Due to local general partners and affiliates

Due to local general partners and affiliates at March 31, 2000 and 1999 consists
of the following:

<TABLE>
<CAPTION>
                                                                   March 31,
                                                          -------------------------
                                                              2000          1999
                                                          -----------   -----------
<S>                                                       <C>           <C>
Operating advances                                         $  149,150    $  210,049
Development fee payable                                       912,579       932,579
Construction costs payable                                    315,043       261,891
Management and other operating advances (*)                   501,498       435,225
                                                            ---------     ---------

                                                           $1,878,270    $1,839,744
                                                            =========     =========
</TABLE>

(*) Includes loans from Local General Partners and affiliates totaling $260,707,
bearing interest rates from 8% to 11% and due on demand.




                                      -70-
<PAGE>

                      INDEPENDENCE TAX CREDIT PLUS L.P. II
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2000

NOTE 9 - Income Taxes

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

<TABLE>
<CAPTION>
                                                    Year Ended December 31,
                                           -----------------------------------------
                                               1999           1998          1997
                                           ------------   ------------  ------------
<S>                                        <C>            <C>           <C>
Financial statement net loss                $(4,914,664)   $(4,721,113)  $(9,211,907)

Differences between depreciation and
amortization expense records for
financial reporting purposes and the
accelerated costs recovery system
utilized for income tax purposes               (795,344)      (669,242)     (326,811)

Tax exempt interest income                      (10,340)       (29,980)      (90,171)

Differences resulting from parent
company having a different fiscal
year for income tax and financial
reporting purposes                              (33,716)       206,171         3,719

Loss on impairment of assets recorded
for financial reporting purposes                      0              0     3,925,514

Excess losses allocated to minority
interest for income tax purposes                      0        296,927       266,506

Other, including accruals for financial
reporting not deductible for tax
purposes until paid                             304,440     (1,066,170)      636,727
                                             ----------     ----------    ----------

Net loss as shown on the income tax
return for the calendar year ended          $(5,449,624)   $(5,983,407)  $(4,796,423)
                                             ==========     ==========    ==========
</TABLE>

NOTE 10 - Commitments and Contingencies

a) Subsidiary Partnerships-Other

CLEAR HORIZONS LIMITED PARTNERSHIP
At December 31, 1999, Clear Horizons Limited Partnership ("Clear Horizons")
current liabilities exceed its current assets by over $127,000. Although this
condition could raise substantial doubt about Clear Horizons' ability to
continue as a going concern, such doubt is alleviated as follows:

1. Included in current liabilities at December 31, 1999 is $135,994 owed to
related parties who have advised Clear Horizons that they do not intend to
pursue collection beyond Clear Horizons' ability to pay.


                                      -71-
<PAGE>

                      INDEPENDENCE TAX CREDIT PLUS L.P. II
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2000

2. The Local General Partner of Clear Horizons has agreed to fund operating
deficits up to $250,000.

Accordingly, management believes that Clear Horizons has the ability to continue
as a going concern for at least one year from December 31, 1999.

b) Uninsured Cash and Cash Equivalents

The Partnership maintains its cash and cash equivalents in various banks. The
accounts at each bank are guaranteed by the Federal Deposit Insurance
Corporation up to $100,000. At March 31, 2000, uninsured cash and cash
equivalents approximated $529,000.

c) Letters of Credit

As of December 31, 1999, the subsidiary partnerships were contingently liable on
open letters of credit as follows:

<TABLE>
<CAPTION>
Description                                     Amount
-----------                                     ------
<S>                                            <C>
Operating deficit                              $ 16,000
Development contingency                          22,400
Pennsylvania Housing Finance Agency              24,000
                                                -------

                                               $ 62,400
                                                -------
</TABLE>

d) Other

The Partnership and BACs holders began to recognize 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 has 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. For the 1999, 1998 and 1997
tax years, Housing Tax Credits of $8,728,115, $8,806,766 and $8,533,019 were
generated, respectively.



                                      -72-
<PAGE>

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

None

                                    PART III

Item 10.  Directors and Executive Officers of the Registrant.

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

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

Stephen M. Ross                     Director

Michael Brenner                     President and Chief Executive Officer

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

MICHAEL BRENNER, 54, is a Director of Aegis, and is the Executive Vice President
and Chief Financial Officer of TRCLP. Prior to joining TRCLP in 1996, Mr.
Brenner was a partner with Coopers & Lybrand, having served as managing partner
of its Industry Programs and Client Satisfaction initiatives from 1993-1996,
managing partner of the Detroit group of offices from 1986-1993 and Chairman of
its National Real Estate Industry Group from 1984-1986. Mr. Brenner graduated
summa cum laude from the University of Detroit with a Bachelors degree in
Business Administration and from the University of Michigan with a Masters of
Business Administration, with distinction. Mr. Brenner also serves on the Board
of Trustees of Charter Municipal Mortgage Acceptance Company and Aegis Realty,
Inc.


                                      -73-
<PAGE>

ALAN P. HIRMES, 45, has been a Certified Public Accountant in New York since
1978. Prior to joining Related 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.

STUART J. BOESKY, 44, practiced real estate and tax law in New York City with
the law firm of Shipley & Rothstein (which subsequently merged with Strook &
Strook & Lavan LLP) 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 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.

MARC D. SCHNITZER, 39, is responsible both for financial restructurings of real
estate properties and directing Related'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, 40, 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 through 1985 she was an auditor
with Price Waterhouse. Ms. Kiley holds a Bachelor of Science in Accounting from
Boston College.

GLENN F. HOPPS, 37, was employed prior to joining Related in December, 1990 by
Marks 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, 34, 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.

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 for their services. However, under the terms of
the Partnership Agreement, the Partnership has entered into certain arrangements
with the General Partner and its affiliates, which provide for compensation to
be paid to the General Partner and its affiliates. Such arrangements include
(but are not limited to) agreements to pay nonrecurring Acquisition Fees, a
nonaccountable Acquisition Expense allowance and an accountable expense
reimbursement. In addition, the General Partner is entitled to a subordinated
interest in Cash from Sales or Financings and a 1% interest in Net Income, Net
Loss, Distributions of Adjusted Cash from Operations and Cash from Sales or
Financings. Certain directors and officers of the General Partner receive
compensation from the General Partner and its affiliates for services performed
for various affiliated entities which may include services performed for the
Partnership. The maximum annual


                                      -74-
<PAGE>

partnership management fee paid to the General Partner is 0.5% of invested
assets. See Note 8 to the Financial Statements in Item 8 above, which is
incorporated herein by reference.

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 General Partner of the Partnership and which acts as the
special limited partner of each Local Partnership, holds a .01% 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.


                                      -75-
<PAGE>

Except as set forth below, no person is known by the Partnership to be the
beneficial owner of more than 5% of the Limited Partnership Interests and
neither the General Partner nor any director or executive officer of the General
Partner owns any Limited Partnership Interests. The following table sets forth
the number of BACs beneficially owned, as of June 1, 2000, by (i) each BACs
holder known to the Partnership to be a beneficial owner of more than 5% of the
BACs, (ii) each director and executive officer of the general partner of the
General Partner and (iii) the directors and executive officers of the general
partner of the General Partner as a group. Unless otherwise noted, all BACs are
owned directly with sole voting and dispositive powers.

<TABLE>
<CAPTION>
                                      Amount and Nature of
Name of Beneficial Owner (1)          Beneficial Ownership           Percent of Class
------------------------              --------------------           ----------------
<S>                                   <C>                            <C>
Lehigh Tax Credit Partners, Inc.      4,453.20 (2) (3)                    7.6%

J. Michael Fried                      4,453.20 (2) (3) (4)                7.6%

Alan P. Hirmes                        4,453.20 (2) (3) (4)                7.6%

Stuart J. Boesky                      4,453.20 (2) (3) (4)                7.6%

Stephen M. Ross                       -                                     -

Michael Brenner                       -                                     -

Marc D. Schnitzer                     4,453.20 (2) (3) (4)                7.6%

Denise L. Kiley                       4,453.20 (2) (3) (4)                7.6%

Glenn F. Hopps                        -                                     -

Teresa Wicelinski                     -                                     -

All directors and executive officers  4,453.20 (2) (3) (4)                7.6%
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 November 7, 1997 among the Partnership,
Lehigh I and the Related General Partner (the "Standstill Agreement"), Lehigh I
agreed that, prior to November 7, 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 "prox-


                                      -76-
<PAGE>

ies" or "consents" (as such terms are used in the proxy rules of the Commission)
to vote any voting securities of the Partnership, (iv) form, join or otherwise
participate in a "group" (within the meaning of Section 13 (d)(3) of the
Securities and Exchange Act of 1934) with respect to any voting securities of
the Partnership, except those affiliates bound by the Standstill Agreement will
not be deemed to have violated it and formed a "group" solely by acting in
accordance with the Standstill Agreement, (v) disclose in writing to any third
party any intention, plan or arrangement inconsistent with the terms of the
Standstill Agreement, or (vi) loan money to, advise, assist or encourage any
person in connection with any action inconsistent with the terms of the
Standstill Agreement. In addition, Lehigh I agreed that until the Standstill
Expiration Date it will not sell any BACs acquired by it unless the buyer of
such BACs agrees to be bound by the Standstill Agreement; provided, however,
Lehigh I may make transfers in the secondary market to any purchaser which
represents that following such sale it will not own three (3%) percent or more
of the BACs outstanding. By the terms of the Standstill Agreement, Lehigh I also
agreed to vote its BACs in the same manner as a majority of all voting BACs
holders; provided, however, Lehigh I is entitled to vote its BACs as it
determines with regard to any proposal (i) to remove the General Partner as a
general partner of the Partnership or (ii) concerning the reduction of any fees,
profits, distributions or allocations for the benefit of the General Partner or
its affiliates. The addresses of each of the Partnership, Lehigh I and the
General Partner is 625 Madison Avenue, New York, New York 10022.

(3) All of such BACs represent BACs owned directly by Lehigh I and Lehigh Tax
Credit Partners II, L.L.C. ("Lehigh II"), for which the Managing Member serves
as managing member. As of June 1, 2000, Lehigh I held 2,213.60 BACs and Lehigh
II held 2,239.60 BACs.

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

Item 13. Certain Relationships and Related Transactions.

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





                                      -77-
<PAGE>

                                     PART IV

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

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

(a) 1.   CONSOLIDATED FINANCIAL STATEMENTS

         Independent Auditors' Report                                     15

         Consolidated Balance Sheets at March 31, 2000 and 1999           58

         Consolidated Statements of Operations for the Years
         Ended March 31, 2000, 1999 and 1998                              59

         Consolidated Statements of Changes in Partners'
         Capital (Deficit) for the Years Ended
         March 31, 2000, 1999 and 1998                                    60

         Consolidated Statements of Cash Flows for the Years
         Ended March 31, 2000, 1999 and 1998                              61

         Notes to Consolidated Financial Statements                       63

(a) 2.   CONSOLIDATED FINANCIAL STATEMENT SCHEDULES

         Independent Auditors' Report                                     83

         Schedule I - Condensed Financial Information of Registrant       84

         Schedule III - Real Estate and Accumulated Depreciation          87

         All other schedules have been omitted because they are not
         required or because the required information is contained
         in the financial statements or notes thereto.

(a) 3.   EXHIBITS

(3A)     Agreement of Limited Partnership of Independence Tax Credit
         Plus L.P. II as adopted on February 11, 1992*

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

(3C)     Certificate of Limited Partnership of Independence Tax
         Credit Plus L.P. II as filed on February 11, 1992*

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

(10B)    Escrow Agreement between Independence Tax Credit Plus
         L.P. II and Bankers Trust Company*


                                      -78-
<PAGE>

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

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

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

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

         (21)   Subsidiaries of the Registrant                            80

         (27)   Financial Data Schedule (filed herewith)                  89

         *Incorporated herein as an exhibit by reference to
         exhibits filed with Post-Effective Amendment No. 4 to
         the Registration Statement on Form S-11 (Registration
         No. 33-37704)

         **Incorporated herein as an exhibit by reference to
         exhibits filed with  Post-Effective Amendment No. 8 to
         the 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.



                                      -79-
<PAGE>

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

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

         Lincoln Renaissance                                           PA
         United Germano - Millgate Limited Partnership                 IL
         Mansion Court Associates                                      PA
         Derby Run Associates, L.P.                                    VA
         Renaissance Plaza '93 Associates, L.P.                        MD
         Tasker Village Associates                                     PA
         Martha Bryant Manor, L.P.                                     CA
         Colden Oaks Limited Partnership                               CA
         Brynview Terrace, L.P.                                        CA
         NLEDC, L.P.                                                   CA
         Creative Choice Homes VI, Ltd.                                FL
         P & P Homes for the Elderly, L.P.                             CA
         Clear Horizons Limited Partnership                            LA
         Neptune Venture, L.P.                                         NJ
         Affordable Green Associates L.P.                              NY

(d)      Not applicable



                                       80
<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. II
                      ------------------------------------
                                  (Registrant)

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

                            By:  RELATED INDEPENDENCE ASSOCIATES INC.,
                                 General Partner

Date: June 9, 2000               By: /s/ Michael Brenner
                                     -------------------
                                     Michael Brenner
                                     President and Chief
                                     Executive Officer
                                     (Principal Executive Officer)

<PAGE>

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


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

                        President and Chief Executive
/s/ Michael Brenner     Officer (principal executive
-------------------     officer) of Related Independence
Michael Brenner         Associates Inc.                             June 9, 2000



                        Senior Vice President
/s/ Alan P. Hirmes      (principal financial officer) of Related
------------------      Independence Associates Inc.                June 9, 2000
Alan P. Hirmes



/s/ Glenn F. Hopps      Treasurer (principal accounting
------------------      officer) of Related Independence
Glenn F. Hopps          Associates Inc.                             June 9, 2000



/s/ Stephen M. Ross
-------------------     Director of Related Independence
Stephen M. Ross         Associates Inc.                             June 9, 2000
<PAGE>

                          INDEPENDENT AUDITORS' REPORT


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



In connection with our audits of the consolidated financial statements of
Independence Tax Credit Plus L.P. II and Subsidiaries included in the Form 10-K
as presented in our opinion dated June 2, 2000 on pages 15 and 16, and based on
the reports of other auditors, we have also audited supporting Schedule I for
the 1999, 1998 and 1997 Fiscal Years and Schedule III at March 31, 2000. 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 2, 2000
<PAGE>

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





                        CONDENSED BALANCE SHEETS

                                ASSETS
<TABLE>
<CAPTION>
                                                    March 31,
                                            -------------------------
                                                2000          1999
                                            -----------   -----------
<S>                                         <C>         <C>
Cash and cash equivalents                   $   506,231   $   428,161
Cash held in escrow                             631,000       631,000
Investment in subsidiary partnerships        29,230,053    33,233,563
Other assets                                     34,293        78,108
                                             ----------    ----------

Total assets                                $30,401,577   $34,370,832
                                             ==========    ==========


                      LIABILITIES AND PARTNERS' CAPITAL


Due to general partner and affiliates       $ 1,382,961    $  738,920

Other liabilities                                 6,440        23,069
                                             ----------    ----------

Total liabilities                             1,389,401       761,989

Partners' capital                            29,012,176    33,608,843
                                             ----------    ----------

Total liabilities and partners' capital     $30,401,577   $34,370,832
                                             ==========    ==========
</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.

<PAGE>

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




                       CONDENSED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
                                                            Year Ended March 31,
                                                --------------------------------------------
                                                    2000             1999           1998
                                                ------------     -----------    ------------
<S>                                             <C>              <C>            <C>
Revenues

Other income                                     $    37,090     $    22,485     $    63,283
                                                  ----------      ----------      ----------

Total revenues                                        37,090          22,485          63,283
                                                  ----------      ----------      ----------

Expenses

Administrative and management                         56,840         158,614         130,442
Administrative and management-related parties        643,845         646,678         162,759
Amortization                                               0               0          10,000
                                                  ----------      ----------      ----------

Total expenses                                       700,685         805,292         303,201
                                                  ----------      ----------      ----------

Loss from operations                                (663,595)       (782,807)       (239,918)

Equity in loss of subsidiary partnerships (*)     (3,933,072)     (3,973,691)     (5,470,076)
                                                  ----------      ----------      ----------

Net loss                                         $(4,596,667)    $(4,756,498)    $(5,709,994)
                                                  ==========      ==========      ==========
</TABLE>

(*) Includes suspended prior year losses in excess of investment in accordance
with equity method of accounting which amounted to $0, $63,001 and $0 for 2000,
1999 and 1998, respectively.

<PAGE>

                      INDEPENDENCE TAX CREDIT PLUS L.P. II
                                   SCHEDULE I
                  CONDENSED FINANCIAL INFORMATION OF REGISTRANT
                INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
              (NOT INCLUDING CONSOLIDATED SUBSIDIARY PARTNERSHIPS)

                       CONDENSED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                    Year Ended March 31,
                                                        ----------------------------------------------

                                                            2000             1999             1998
                                                        ------------     ------------    -------------
<S>                                                     <C>              <C>             <C>
Cash flows from operating activities:
Net loss                                                $(4,596,667)     $(4,756,498)    $ (5,709,994)
                                                         ----------       ----------      -----------
Adjustments to reconcile net loss to net cash
 used in operating activities:

Amortization                                                      0                0           10,000
Equity in loss of subsidiary partnerships                 3,933,072        3,973,691        5,470,076

Increase (decrease) in liabilities:

Due to general partners and affiliates                      644,041          526,958           57,726
Other liabilities                                           (16,629)          23,069                0
                                                         ----------       ----------      -----------
Total adjustments                                         4,560,484        4,523,718        5,537,802
                                                         ----------       ----------      -----------
Net cash used in operating activities                       (36,183)        (232,780)        (172,192)
                                                         ----------       ----------      -----------
Cash flows from investing activities:

Investment in subsidiary partnerships                             0       (1,026,071)      (2,355,026)
Increase in other assets                                     43,815                0          (32,493)
Decrease in cash held in escrow-
  purchase price payments                                         0          126,620          473,905
                                                         ----------       ----------      -----------
Net cash provided by (used in)
  investing activities                                       43,815         (899,451)      (1,913,614)
                                                         ----------       ----------      -----------
Cash flows from financing activities:

Distributions from subsidiary partnerships                   70,438           65,538           52,363
                                                         ----------       ----------      -----------
Net increase (decrease) in cash and cash equivalents         78,070       (1,066,693)      (2,033,443)

Cash and cash equivalents, beginning of year                428,161        1,494,854        3,528,297
                                                         ----------       ----------      -----------

Cash and cash equivalents, end of year                  $   506,231      $   428,161     $  1,494,854
                                                         ==========       ==========      ===========
</TABLE>
<PAGE>

                      INDEPENDENCE TAX CREDIT PLUS L.P. II
                                AND SUBSIDIARIES
                                  SCHEDULE III
                    REAL ESTATE AND ACCUMULATED DEPRECIATION
                   Partnership Property Pledged as Collateral
                                 MARCH 31, 2000

<TABLE>
<CAPTION>
                                                                 INITIAL COST TO PARTNERSHIPS     COST CAPITALIZED
                                                                 ----------------------------       SUBSEQUENT TO
                                                                                BUILDINGS AND        ACQUISITON:
           DESCRIPTION                             ENCUMBRANCES       LAND      IMPROVEMENTS        IMPROVEMENTS
-----------------------------------------         --------------   ---------    ------------        ------------
<S>                                               <C>              <C>          <C>               <C>
Apartment Complexes
Lincoln Renaissance
  Reading, PA                                      $  2,553,000      $     0     $ 5,240,173         $   227,687
United Germano Millgate Limited Partnership
  Chicago, IL                                        10,100,183      580,000       6,070,477          10,564,278
Mansion Court Associates
  Philadelphia, PA                                    1,431,244       19,072       3,224,984             202,343
Derby Run Associates L.P.
  Hampton, VA                                         4,520,676      407,410       3,069,628           4,553,128
Renaissance Plaza Assoc.
  Baltimore, MD                                       6,643,569      684,255       9,840,170           4,419,155
Tasker Village
  Philadelphia, PA                                    1,784,881       18,235               0           3,932,223
Martha Bryant Manor, L.P.
  Los Angeles, CA                                     7,721,156      966,577               0          10,593,468
Colden Oaks Limited Partnership
  Los Angeles, CA                                     5,414,421      922,790               0           2,011,353
Brynview Terrace Limited Partnership
  Los Angeles, CA                                     1,012,121      175,943               0           1,437,542
NLEDC, L.P.
  Los Angeles, CA                                     4,312,779      624,000               0           5,884,672
Creative Choice Homes VI Ltd.
  Miami, FL                                           3,594,189      650,072          13,134           5,393,187
P&P Homes for the Elderly, L.P.
  Los Angeles, CA                                     6,336,492            0               0           9,913,489
Clear Horizons Limited Partnership
  Shreveport, LA                                      1,110,000       15,304       2,058,729             151,085
Neptune Venture L.P.
  Neptune Township, NJ                                        0      460,631      10,151,873             100,923
Affordable Green Associates L.P.
  New York, NY                                        2,218,611       20,500       3,506,961              33,357
                                                    -----------   ----------     -----------         -----------
                                                    $58,753,322   $5,544,789     $43,176,129         $59,417,890
                                                   ============   ==========     ===========         ===========

<CAPTION>

                                                 GROSS AMOUNT AT WHICH CARRIED AT CLOSE OF PERIOD
                                                 ------------------------------------------------
                                                                   BUILDINGS AND
                                                    LAND           IMPROVEMENTS           TOTAL
                                                 ----------        -------------       ----------
<S>                                              <C>               <C>                 <C>
Apartment Complexes
Lincoln Renaissance
  Reading, PA                                    $    5,373        $   5,462,487       $5,467,860
United Germano Millgate Limited Partnership
  Chicago, IL                                       585,374           16,629,381       17,214,755
Mansion Court Associates
  Philadelphia, PA                                   25,095            3,421,304        3,446,399
Derby Run Associates L.P.
  Hampton, VA                                       409,771            7,620,395        8,030,166
Renaissance Plaza Assoc.
  Baltimore, MD                                     686,616           14,256,964       14,943,580
Tasker Village
  Philadelphia, PA                                   20,596            3,929,862        3,950,458
Martha Bryant Manor, L.P.
  Los Angeles, CA                                   968,938           10,591,107       11,560,045
Colden Oaks Limited Partnership
  Los Angeles, CA                                   925,151            2,008,992        2,934,143
Brynview Terrace Limited Partnership
  Los Angeles, CA                                   178,304            1,435,181        1,613,485
NLEDC, L.P.
  Los Angeles, CA                                   626,361            5,882,311        6,508,672
Creative Choice Homes VI Ltd.
  Miami, FL                                         652,433            5,403,960        6,056,393
P&P Homes for the Elderly, L.P.
  Los Angeles, CA                                   642,360            9,271,129        9,913,489
Clear Horizons Limited Partnership
  Shreveport, LA                                     17,665            2,207,453        2,225,118
Neptune Venture L.P.
  Neptune Township, NJ                              462,465           10,250,962       10,713,427
Affordable Green Associates L.P.
  New York, NY                                       22,334            3,538,484        3,560,818
                                                 ----------         ------------     ------------
                                                 $6,228,836         $101,909,972     $108,138,808
                                                 ==========         ============     ============

<CAPTION>

                                                                                                     LIFE ON WHICH
                                                                                                    DEPRECIATION IN
                                                                       YEAR OF                       LATEST INCOME
                                                  ACCUMULATED       CONSTRUCTION/       DATE         STATEMENTS IS
                                                  DEPRECIATION       RENOVATION       ACQUIRED       COMPUTED(a)(b)
                                                  ------------      -------------    ----------     ----------------
<S>                                               <C>               <C>              <C>            <C>
Apartment Complexes
Lincoln Renaissance
  Reading, PA                                     $    839,168         1993-94        Apr. 1993          20-40
United Germano Millgate Limited Partnership
  Chicago, IL                                        4,512,790         1993-94        Oct. 1993          10-25
Mansion Court Associates
  Philadelphia, PA                                     521,727         1993-94        Nov. 1993          20-40
Derby Run Associates L.P.
  Hampton, VA                                        1,174,481         1994-95        Feb. 1994             40
Renaissance Plaza Assoc.
  Baltimore, MD                                      1,816,519         1994-95        Feb. 1994           27.5
Tasker Village
  Philadelphia, PA                                     524,359         1994-95         May 1994             40
Martha Bryant Manor, L.P.
  Los Angeles, CA                                    1,302,673         1994-95       Sept. 1994           27.5
Colden Oaks Limited Partnership
  Los Angeles, CA                                      642,029         1994-95       Sept. 1994             31
Brynview Terrace Limited Partnership
  Los Angeles, CA                                      182,886         1994-95       Sept. 1994           27.5
NLEDC, L.P.
  Los Angeles, CA                                      806,326         1994-95       Sept. 1994           27.5
Creative Choice Homes VI Ltd.
  Miami, FL                                          1,139,850         1994-95       Sept. 1994             40
P&P Homes for the Elderly, L.P.
  Los Angeles, CA                                      770,575         1994-95       Sept. 1994             30
Clear Horizons Limited Partnership
  Shreveport, LA                                       430,695         1994-95        Dec. 1994           27.5
Neptune Venture L.P.
  Neptune Township, NJ                               1,056,061         1995-96        Apr. 1995             40
Affordable Green Associates L.P.
  New York, NY                                         568,149         1995-96         May 1995             27
                                                   -----------
                                                   $16,288,288
                                                   ===========
</TABLE>

(a) Depreciation is computed using primarily the straight-line method over the
    estimated useful lives determined by the Partnership date of acquisition.
(b) Personal property is depreciated primarily by the straight-line method over
the estimated useful lives ranging from 5 to 10 years.

<PAGE>

                      INDEPENDENCE TAX CREDIT PLUS L.P. II
                                AND SUBSIDIARIES
                                  SCHEDULE III
                    REAL ESTATE AND ACCUMULATED DEPRECIATION
                   Partnership Property Pledged as Collateral
                                 MARCH 31, 2000

<TABLE>
<CAPTION>
                                          COST OF PROPERTY AND EQUIPMENT                 ACCUMULATED DEPRECIATION
                                    ------------------------------------------------------------------------------------
                                                                     YEAR ENDED MARCH 31,
                                    ------------------------------------------------------------------------------------
                                       2000            1999            1998          2000           1999          1998
                                    -----------     -----------    -----------    ----------     ----------    ---------
<S>                                <C>             <C>            <C>            <C>           <C>            <C>
Balance at beginning of period     $107,966,312    $107,012,267   $110,244,087   $12,842,757   $  9,334,717   $5,929,690
Additions during period:
Improvements                           179,287          977,148        693,694
Depreciation expense                                                               3,452,322      3,508,040    3,405,027

Deductions during period:
Dispositions                             (6,791)        (23,103)             0        (6,791)             0            0
Loss on impairment                            0               0     (3,925,514)            0              0            0
                                    -----------     -----------    -----------    ----------     ----------    ---------
Balance at close of period         $108,138,808    $107,966,312   $107,012,267   $16,288,288    $12,842,757   $9,334,717
                                    ===========     ===========    ===========    ==========     ==========    =========
</TABLE>

At the time the Local Partnerships were acquired by Independence Tax Credit Plus
II Limited Partnership, the entire purchase price paid by Independence Tax
Credit Plus II Limited Partnership 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.