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, 1997
                                      OR

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

                        Commission File Number 33-37724

                     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 Identification No.)
 incorporation or organization)             

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 80

Page 1 of 91

<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.

          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"), managed by Related Equities Corporation (the "Dealer
Manager"), pursuant to a prospectus dated January 19, 1993, (the
"Prospectus").

          As of March 31, 1997 the Partnership has received $58,928,000 of
Gross Proceeds of the Offering from 3,855 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, 1997 the
Partnership acquired interests in fifteen Local Partnerships and does not
anticipate making any additional investments. As of March 31, 1997,
approximately $46,996,000 (not including acquisition fees of approximately
$3,502,000) of net proceeds has been invested in fifteen Local Partnerships of
which approximately $4,267,000 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.

          The Partnership has been formed to invest in low income 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 Housing 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.

          One of the Partnership's objectives is to entitle qualified BACs
holders to Housing 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


                                      -2-
<PAGE>


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.

          HUD previously released the American Community Partnerships Act (the
"ACPA"). The ACPA is HUD's blueprint for providing for the nation's housing
needs in an era of static or decreasing budget authority. Two key proposals in
the ACPA that could affect the Local Partnerships are: a discontinuation of
project-based Section 8 subsidy payments, and an attendant reduction in debt
in properties that were supported by the Section 8 payments. The ACPA calls
for a transition during which the project-based Section 8 payments would be
converted to a tenant-based voucher system. Any FHA insured debt would then be
"marked-to-market" that is revalued in light of the reduced income stream.

          Several industry sources have commented to HUD and Congress that in
the event the ACPA was fully enacted in its present form, the reduction in
mortgage indebtedness would be considered taxable income to owners such as
limited partners in the Partnership. Legislative relief has been proposed to
exempt "marked-to-market" debt from cancellation of indebtedness income
treatment. At present, there are several bills pending in Congress to address
this tax relief issue. Additionally, in the interim, HUD has agreed to annual
extensions of any expiring project-based Section 8 contracts, but there is no
guarantee that such extensions will be available in the future.

          The Partnership is subject to the risks incident to potential losses
arising from the management and ownership of improved real estate. The
Partnership can also be affected by poor economic conditions generally,
however no more than 34% of the properties are located in any single state.
There are also substantial risks associated with owning properties receiving
government assistance, for example the possibility that Congress may not
appropriate funds to enable the U.S. Department of Housing and Urban
Development ("HUD")to make rental assistance payments. HUD also restricts
annual cash distributions to partners based on operating results and a
percentage of the owners equity contribution. The Partnership cannot sell or
substantially liquidate its investments in subsidiary partnerships during the
period that the subsidy agreements are in existence, without HUD's approval.
Furthermore there may not be market demand for apartments at full market rents
when the rental assistance contracts expire.

Competition
-----------

          The real estate business is highly competitive and substantially all
of the properties acquired by the Partnership are expected to have active
competition from similar properties in their respective vicinities. The
Partnership will compete in the acquisition of properties with many other
entities engaged in real estate investment activities, some of which have
greater assets than the Partnership. In addition, the number of entities and
the amount available for investment in properties of a type suitable for
investment by the Partnership may increase, resulting in increased competition
for such investments and possible increases in the prices to be paid. In
addition, various other limited partnerships may, in the future, be formed by
the General Partner and/or its affiliates to engage in businesses which may be
competitive with the Partnership.

Employees
---------

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


                                     -3-
<PAGE>

Item 2.   Properties.

          The Partnership holds a 98.99% limited partnership interest in
fifteen Local Partnerships as of March 31, 1997. 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.

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

                                                                      Percentage of Units Occupied at May 1,
Name and Location                                            ---------------------------------------------------
(Number of Units)                  Date Acquired             1997         1996        1995      1994        1993
-----------------                  -------------             ----         ----        ----      ----        ----
<S>                                <C>                        <C>           <C>        <C>         <C>         <C>
Lincoln Renaissance
Reading, PA (52)                   April 1993                 100%          98%        100%        0%(1)       0%*

United Germano-Millgate
   Limited Partnership
   Chicago, IL (350)               October 1993                98%          98%         98%       64%*(1)

Mansion Court Associates
   Philadelphia, PA (30)           November 1993               93%         100%        100%       47%(1)

Derby Run Associates, L.P.
   Hampton, VA (160)               February 1994               94%          95%         96%        0%*

Renaissance Plaza '93 
   Associates , L.P.
   Baltimore, MD (95)              February 1994               99%          98%         83%(1)     0%*

Tasker Village Associates
   Philadelphia, PA (28)           May 1994                    93%         100%          0%(1)     0%*

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

Colden Oaks
   Limited Partnership
   Los Angeles, CA (38)            September 1994              95%          97%        100%
                                                   
Brynview Terrace, L.P.                             
   Los Angeles, CA (8)             September 1994             100%           0%*         0%*
                                                   
NLEDC, L.P.                                        
   Los Angeles, CA (43)            September 1994              93%          93%          0%*
                                                             
Creative Choice                                              
   Homes VI, Ltd.                                            
   Miami, FL (102)                 September 1994              98%          98%          0%*
                                                             
P&P Homes for the Elderly, L.P.                              
   Los Angeles, CA (107)           September 1994              68%(1)        0%*         0%*


                                     -4-
<PAGE>


                                                                      Percentage of Units Occupied at May 1,
Name and Location                                            ---------------------------------------------------
(Number of Units)                  Date Acquired             1997         1996        1995      1994        1993
-----------------                  -------------             ----         ----        ----      ----        ----

Clear Horizons
   Limited Partnership
   Shreveport, LA (84)             December 1994               93%          95%        100%
                                                    
Neptune Venture, L.P.                               
   Neptune Township, NJ (99)       April 1995                 100%         35%(1)
                                                    
Affordable Green Associates L.P.                    
   New York, NY (41)               April 1995                 100%         100%
</TABLE>                                           

*Properties still in construction phase

(1)  Properties are in rent-up phase.

          The Partnership invested in Local Partnerships owning existing
Apartment Complexes which receive either Federal or state subsidies. HUD,
through FHA, administers a variety of subsidies for low- and moderate-income
housing. FHA administers similar housing programs for non-urban areas. The
Federal programs generally provide one or a combination of the following forms
of assistance: (i) mortgage loan insurance, (ii) rental subsidies, and (iii)
reduction of mortgage interest payments.

               i) HUD provides mortgage insurance for rental housing projects
pursuant to a number of sections of Title II of the National Housing Act
("NHA"), including Section 236, Section 221(d)(4), Section 221(d)(3) and
Section 220. Under all of these programs, HUD will generally provide insurance
equal to 100% of the total replacement cost of the project to non-profit
owners and 90% of the total replacement cost to limited-distribution owners.
Mortgages are provided by institutions approved by HUD, including banks,
savings and loan companies and local housing authorities. Section 221(d)(4) of
NHA provides for federal insurance of private construction and permanent
mortgage loans to finance new construction of rental apartment complexes
containing five or more units. The most significant difference between the
221(d)(4) program and the 221(d)(3) program is the maximum amount of the loan
which may be obtained. Under the 221(d)(3) program, non-profit sponsors may
obtain a permanent mortgage equal to 100% of the total replacement cost; no
equity contribution is required of a non-profit sponsor. In all other respects
the 221(d)(3) program is substantially similar to the 221(d)(4) program.

               ii)  Many of the tenants in HUD insured projects receive some
form of rental assistance payments, primarily through the Section 8 Housing
Assistance Payments Program (the "Section 8 Program"). Apartment Complexes not
receiving assistance through the Section 8 Program ("Section 8 Payments") will
generally have limitations on the amounts of rent which may be charged. One
requirement imposed by HUD regulations effective for apartment complexes
initially approved for Section 8 payments on or after November 5, 1979 is to
limit the amount of the owner's annual cash distributions from operations to
10% of the owner's equity investment in an apartment complex if the apartment
complex is intended for occupancy by families and to 6% of the owner's equity
investment in an apartment complex intended for occupancy by elderly persons.
The owner's equity investment in the apartment complex is 10% of the project's
replacement cost as determined by HUD.

               iii) As well as providing mortgage insurance, the Section 236
program also provides an interest credit subsidy which reduces the cost of
debt service on a project mortgage, thereby enabling the owner to charge the
tenants lower rents for their apartments. Interest credit subsidy payments are
made monthly by HUD directly to the mortgagee of the project. Each payment is
in an amount equal to the difference between (i) the monthly interest payment
required by the terms of the mortgage to pay principal, interest and the
annual mortgage insurance premium and (ii) the monthly payment which would
have been required for principal and interest if the mortgage loan bore
interest at the rate of 1%. These payments are credited against the amounts
otherwise due from the owner of the project, who makes monthly payments of the
balance.

                                     -5-
<PAGE>

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

          Rents from commercial tenants (to which average rental per square
foot applies) comprise less than 5% of the rental revenues of the Partnership.
Rents for the residential units are determined annually by HUD and reflect
increases in consumer price indices in various geographic areas.

          Management continuously reviews the physical state of the properties
and budgets improvements when required which are generally funded from cash
flow from operations or release of replacement reserve escrows. No
improvements are expected to require additional financing.

          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 requires 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 is not completed
substantially on time or on budget ("Development Deficit Guarantees"). The
Development Deficit Guarantees generally also require 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 has achieved
break-even operations. The General Partner generally requires 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 will be 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,
Operating Deficit and/or Rent-Up Guarantees 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.

                                     -6-
<PAGE>


Item 3.   Legal Proceedings.

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


Item 4.   Submission of Matters to a Vote of Security Holders.

          None.

                                     -7-
<PAGE>
                                    PART II

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

          As of March 31, 1997, 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 plans to impose 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 such procedures will remain in effect until such time, if
ever, as further revision of the Revenue Act of 1987 may permit the
Partnership to lessen the scope of the restrictions.

          As of March 31, 1997 the Partnership has approximately 3,855
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.

          The Partnership has made no distributions to the BACs holders as of
March 31, 1997. The Partnership does not anticipate providing cash
distributions to its BACs holders other than from net refinancing or sales
proceeds.

          There has recently been an increasing number of requests for the
list of BACs holders of limited partnerships such as the Partnership. Often
these requests are made by a person who, only a short time before making the
request, acquired merely a small number of BACs in the partnership and seeks
the list for an improper purpose, a purpose that is not in the best interest
of the partnership or is harmful to the partnership. In order to best serve
and protect the interests of the Partnership and all of its investors, the
General Partner of the Partnership has adopted a policy with respect to
requests for the Partnership's list of BACs holders. This policy is intended
to protect investors from unsolicited and coercive offers to acquire BACs
holders' interests and does not limit any other rights the General Partner may
have under the Partnership Agreement or applicable law.


                                     -8-
<PAGE>


Item 6.   Selected Financial Data.

          The information set forth below presents selected financial data of
the Partnership. There were no operations prior to commencement of the
Offering of BACs on January 19, 1993 through the year ended March 31, 1993.
Additional financial information is set forth in the audited financial
statements in Item 8 hereof.

<TABLE>
<CAPTION>

OPERATIONS                                    Year Ended March 31,
----------                --------------------------------------------------------
                               1997           1996           1995          1994   
                          ------------   ------------   ------------   -----------
<S>                       <C>            <C>            <C>            <C>        
Revenues                  $  6,663,351   $  5,325,045   $  2,433,861   $   643,475

Operating expenses          10,687,879      8,277,953      3,634,184       911,326
                          ------------   ------------   ------------   -----------

Loss before minority 
  interest                  (4,024,528)    (2,952,908)    (1,200,323)     (267,851)

Minority interest in loss
   of subsidiaries               8,916          8,519          7,106         1,404
                          ------------   ------------   ------------   -----------

Net loss                  $ (4,015,612)  $ (2,944,389)  $ (1,193,217)  $  (266,447)
                          ============   ============   ============   ===========

Net loss per weighted
   average BAC            $     (67.46)  $     (49.47)  $     (20.06)  $     (7.69)
                          ============   ============   ============   ===========

<CAPTION>

FINANCIAL POSITION                                         March 31,
------------------        ---------------------------------------------------------------------
                               1997           1996           1995          1994         1993   
                          ------------   ------------   ------------   -----------   ----------
<S>                       <C>            <C>            <C>            <C>           <C>       
Total assets              $112,831,500   $116,928,522   $104,107,965   $69,285,916   $5,385,138
                          ============   ============   ============   ===========   ==========

Total liabilities         $ 68,438,976   $ 68,086,980   $ 52,049,809   $17,077,396   $  829,838
                          ============   ============   ============   ===========   ==========

Minority interest         $    317,189   $    750,595   $  1,022,820   $   859,064   $        0
                          ============   ============   ============   ===========   ==========

Total partners' capital   $ 44,075,335   $ 48,090,947   $ 51,035,336   $51,349,456   $4,555,300
                          ============   ============   ============   ===========   ==========
</TABLE>

          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 years ended March 31, 1996, 1995 and 1994, total assets and
liabilities increased primarily due to the continued acquisition of Local
Partnerships. Property and equipment increased approximately $37,000,000,
$22,000,000 and $22,000,000 for the years ended March 31, 1996, 1995 and 1994,
respectively. Construction in progress decreased approximately $4,000,000 for
the year ended March 31, 1996 and increased approximately $19,000,000 and
$5,000,000 for the years ended March 31, 1995 and 1994, respectively. Mortgage
notes increased approximately $16,000,000, $9,000,000 and $12,000,000 for the
years ended March 31, 1996, 1995 and 1994, respectively. Construction notes
increased approximately $18,000,000 and $1,000,000 for the years ended March
31, 1995 and 1994, respectively. Due to local general partners and affiliates
increased approximately $6,000,000 and $1,000,000 for the years ended March
31, 1995 and 1994, respectively (Note 8). 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 year ended March
31, 1993, there was also an increase in assets due


                                     -9-
<PAGE>

to capital contributions which were not fully expended. For the year ended
March 31, 1996, minority interest decreased due to distributions received by
the local general partners. Minority interest increased due to capital
contributions from local general partners for the years ended March 31, 1995
and 1994.

Cash Distributions
------------------

          The Partnership has made no distributions to the BACs holders as of
March 31, 1997.

                                     -10-
<PAGE>
Item 7.   Management's Discussion and Analysis of Financial Condition and
          Results of Operations.

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

          The Partnership's primary source of funds was the proceeds of its
offering. Other sources of funds include interest earned on such proceeds
which were invested in tax-exempt money market instruments pending acquisition
of Local Partnerships and a working capital reserve. The offering terminated
as of April 7, 1994. The Partnership has received $58,928,000 (including
volume discounts of $2,000) in gross proceeds for BACs pursuant to a public
offering resulting in net proceeds available for investment of approximately
$46,848,000 after volume discounts, payment of sales commissions, acquisition
fees and expenses, organization and offering expenses and establishment of a
working capital reserve.

          As of March 31, 1997, the Partnership has invested approximately
$46,996,000 (not including acquisition fees of approximately $3,502,000) of
net proceeds in fifteen Local Partnerships of which approximately $4,267,000
remains to be paid (including approximately $1,232,000 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. During the year ended March 31, 1997, approximately $5,136,000 was
paid (of which approximately $237,000 was released from escrow). An additional
$225,000 was placed into escrow for purchase price payments during the year
ended March 31, 1997. 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 have
been no purchase price adjustments during the year ended March 31, 1997.

          For the Fiscal Year ended March 31, 1997, cash and cash equivalents
for the Partnership and its fifteen consolidated Local Partnerships decreased
approximately $9,025,000 primarily due to cash used in operating activities
($1,757,000), an increase in construction in progress ($7,548,000), a net
decrease in due to local general partners and affiliates ($3,035,000),
acquisitions of property and equipment (88,000), an increase in deferred costs
($146,000) and a decrease in capitalization of consolidated subsidiaries
attributable to minority interest ($424,000) which exceeded net proceeds from
mortgage and construction loans ($3,960,000). Included in the adjustments to
reconcile the net loss to cash used in operating activities is depreciation
and amortization of approximately $3,061,000.

          An original working capital reserve of approximately $1,473,000
(2.5% of gross equity) has been established from the Partnership's funds
available for investment. At March 31, 1997, approximately $493,000 of this
reserve remains unused. The General Partner believes that these reserves, plus
any cash distributions received from the operations of the Local Partnerships,
will be sufficient to fund the Partnership's ongoing operations for the
foreseeable future. During the years ended March 31, 1997, 1996 and 1995,
respectively, amounts received from operations of the Local Partnerships were
approximately $0, $16,000 and $0. Management anticipates receiving
distributions in the future, although not to a level sufficient to permit
providing cash distributions to BACs holders.

          The Partnership had negotiated development deficit guarantees with
the Local Partnerships in which it has invested. The Local General Partners
had agreed to fund development deficits through the breakeven dates of each of
the Local Partnerships, most of which were unlimited or in an unspecified
amount. As of March 31, 1997 and 1996, $59,035 and $59,035 had been funded
under the Development Deficit Guaranty Agreements. Although all development
deficit guarantees have expired as of March 31, 1997, management does not
expect a material impact on liquidity, based on prior years' fundings.

          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, none of which have expired as of March 31, 1997. As of March 31,
1997 and 1996, 193,032 and $187,614 has been funded under the Operating
Deficit Guaranty agreements. All current operating deficit guarantees expire
within the next three years. Management does not expect their expiration to
have a material impact on liquidity, based on prior years' fundings.

                                     -11-
<PAGE>


          In addition, several Local Partnerships have Rent-Up Guaranty
Agreements, in which the Local General Partner agrees to pay liquidating
damages if predetermined occupancy rates are not achieved. The terms of the
Rent-Up Guaranty Agreements vary for each Local Partnership, with maximum
dollar amounts to be funded for a specified period of time. The gross amount
of unexpired Rent-Up Guarantees for the Local Partnerships is approximately
$700,000 as of March 31, 1997. All rent-up deficit guarantees expire within
the next three years. Management does not expect their expiration to have a
material impact on liquidity, based on prior years' fundings.

          The Operating Deficit Guaranty Agreements, Rent-Up Guaranty
Agreements, and Development Deficit Guaranty Agreements are negotiated to
protect the Partnership's interest in the Local Partnerships and to provide
incentive to the Local General Partners to generate positive cash flow.

          Partnership management fees owed to the General Partner amounting to
approximately $115,000 and $27,000 were accrued and unpaid as of March 31, 1997
and March 31, 1996, respectively.

          HUD previously released the American Community Partnerships Act (the
"ACPA"). The ACPA is HUD's blueprint for providing for the nation's housing
needs in an era of static or decreasing budget authority. Two key proposals in
the ACPA that could affect the Local Partnerships are: a discontinuation of
project-based Section 8 subsidy payments, and an attendant reduction in debt
in properties that were supported by the Section 8 payments. The ACPA calls
for a transition during which the project-based Section 8 payments would be
converted to a tenant-based voucher system. Any FHA insured debt would then be
"marked-to-market" that is revalued in light of the reduced income stream.

          Several industry sources have commented to HUD and Congress that in
the event the ACPA was fully enacted in its present form, the reduction in
mortgage indebtedness would be considered taxable income to owners such as
limited partners in the Partnership. Legislative relief has been proposed to
exempt "marked-to-market" debt from cancellation of indebtedness income
treatment. At present, there are several bills pending in Congress to address
this tax relief issue. Additionally, in the interim, HUD has agreed to annual
extensions of any expiring project-based Section 8 contracts, but there is no
guarantee that such extensions will be available in the future.

          For 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.

                                     -12-
<PAGE>


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

          In March 1995, the Financial Accounting Standards Board ("FASB")
issued Statement of Financial Accounting Standards ("SFAS") No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets
to Be Disposed Of". Under SFAS No. 121, the Partnership is required to review
long-lived assets and certain identifiable intangibles for impairment whenever
events or changes in circumstances indicate that the book value of an asset
may not be recoverable. An impairment loss should be recognized whenever the
review demonstrates that the book value of a long-lived asset is not
recoverable. Effective April 1, 1996, the Partnership adopted SFAS No. 121,
consistent with the required adoption period.

          Property and equipment are carried at the lower of depreciated cost
or estimated amounts recoverable through future operations and ultimate
disposition of the property. Cost includes the purchase price, acquisition
fees and expenses, and any other costs incurred in acquiring the properties. A
provision for loss on impairment of assets is recorded when estimated amounts
recoverable through future operations and sale of the property on an
undiscounted basis are below depreciated cost. Property investments themselves
are reduced to estimated fair value (generally using discounted cash flows)
when the property is considered to be impaired and the depreciated cost
exceeds estimated fair value. Through March 31, 1997, the Partnership has not
recorded any provisions for loss on impairment of assets or reductions to
estimated fair value.

          The following is a summary of the results of operations of the
Partnership for the years ended March 31, 1997, 1996 and 1995 (the 1996, 1995
and 1994 Fiscal Years, respectively.)

          The net loss for the 1996, 1995 and 1994 Fiscal Years totaled
$4,015,612, $2,944,389 and $1,193,217, respectively.

          The Partnership and BACs holders began to recognize Housing Tax
Credits with respect to a Property when the Credit Period for such Property
commenced. Because of the time required for the acquisition, completion and
rent-up of Properties, it is expected that the amount of Tax Credits per BAC
will gradually increase 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 $6,399,740, $3,997,227 and
$624,796 Housing Tax Credits and $37,112, $619,383 and $1,962,743 Historic Tax
Credits during the 1996, 1995 and 1994 tax years, respectively.

1996 vs. 1995
-------------

          The Partnership's results of operations for the 1996 and 1995 Fiscal
Years consisted primarily of (1) approximately $198,000 and $440,000,
respectively, of tax-exempt interest income earned on funds not currently
invested in Local Partnerships and (2) the results of the Partnership's
investment in fifteen consolidated Local Partnerships.

          For the year ended March 31, 1997 as compared to 1996, rental income
and all categories of expenses except general and administrative-related
parties increased and the results of operations are not comparable due to the
construction and rent up of properties. In addition, interest income will
continue to decrease in future periods as proceeds are released to the Local
Partnerships. Other income decreased approximately $292,000 for the year ended
March 31, 1997 as compared to 1996, primarily due to a decrease in interest
income as a result of the release of proceeds to the Local Partnerships.
General and administrative-related parties decreased approximately $251,000
for the year ended March 31, 1997 as compared to 1996, primarily due to a
decrease in partnership management fees payable to the General Partner. For
the years ended March 31, 1997 and 1996, five and seven of the Partnership's
fifteen consolidated properties, respectively, completed construction and were
in various stages of rent up. In addition, zero and two of the properties,
respectively, had completed construction in a previous fiscal year, but were
in various stages of rent up for the years ended March 31, 1997 and 1996. Also
for the years ended March 31, 1997 and 1996, ten and one of the properties had
completed construction and were rented up in a previous fiscal year. As of the
end of the years ended March 31, 1997 and 1996, zero and five of the
Partnership's fifteen consolidated properties, respectively, were still under
construction and four and five of the properties, respectively, had
construction loans with commitments for permanent financing.

                                     -13-
<PAGE>

1995 vs. 1994
-------------

          The Partnership's results of operations for the 1995 and 1994 Fiscal
Years consisted primarily of (i) $440,205 and $767,716, respectively, of
tax-exempt interest income earned on funds not currently invested in Local
Partnership's and (ii) the results of the Partnership's investment in fifteen
and thirteen Local Partnerships, respectively.

          During the year ended March 31, 1996, rental income and all
categories of expenses increased and the results of operations are not
comparable or reflective of future operations due to the continued acquisition
construction and rent up of properties. In addition, interest income will
continue to decrease in future periods since all proceeds of the Offering have
been invested. For the year ended March 31, 1996 and 1995, seven and two of
the Partnership's fifteen and thirteen consolidated properties, respectively,
completed construction and were in various stages of rent up. In addition, two
and one of the properties, respectively, had completed construction in a
previous fiscal year, but were in various stages of rent up for the year ended
March 31, 1996 and 1995. Also for the years ended March 31, 1996 and 1995, one
and zero of the properties had completed construction and were rented up in a
previous fiscal year. As of the end of the years ended March 31, 1996 and
1995, five and ten of the Partnership's fifteen and thirteen consolidated
properties, respectively, were still under construction and five and nine of
the properties, respectively, had construction loans with commitments for
permanent financing.

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

Clear Horizons Limited Partnership
----------------------------------

          At December 31, 1996, Clear Horizons Limited Partnership ("Clear
Horizons") current liabilities exceed its current assets by over $88,000.
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, 1996 is
                    $93,956 owed to related parties who do not intend to
                    pursue collection beyond Clear Horizon's ability to pay.

               2.   The 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, 1996.

          Clear Horizons is also named as a defendant in a lawsuit involving
the death of a person shot on the premises of the apartment project. Clear
Horizons' defense is being handled by its liability insurer. Legal counsel
believes that any settlement will be within insurance policy limits,
$3,000,000, and there will be no loss to Clear Horizons. The maximum loss
which the Partnership would be liable for is its net investment in Clear
Horizons. The Partnership's investment in Clear Horizons at March 31, 1997 and
1996 was approximately $963,000 and $1,026,000, respectively, and the minority
interest balance was approximately $0 and $45,000, respectively. Clear
Horizons net loss after minority interest amounted to approximately $63,000,
$27,000 and $6,500 for the 1996, 1995 and 1994 Fiscal Years, respectively.

United Germano-Millgate Limited Partnership
-------------------------------------------

          A former management agent had filed a $70,000 breach of contract
claim against United Germano Millgate ("United Germano") for utility expense
billings the former management company paid on United Germano's behalf prior
to 1991. During 1996, United Germano agreed to pay $47,000 under an
installment arrangement to reimburse these utility advances.

                                     -14-
<PAGE>


Martha Bryant Manor, L.P.
-------------------------

          Martha Bryant Manor, L.P. ("Martha Bryant") agreed to an
out-of-court settlement resulting from an alleged breach of contract suit. The
settlement resulted in a loss of $164,860, which is included in general and
administrative expenses in the March 31, 1996 Financial Statements.

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.

          There has recently been an increasing number of requests for the
list of BACs holders of limited partnerships such as the Partnership. Often
these requests are made by a person who, only a short time before making the
request, acquired merely a small number of BACs in the partnership and seeks
the list for an improper purpose, a purpose that is not in the best interest
of the partnership or is harmful to the partnership. In order to best serve
and protect the interests of the Partnership and all of its investors, the
General Partner of the Partnership has adopted a policy with respect to
requests for the Partnership's list of BACs holders. This policy is intended
to protect investors from unsolicited and coercive offers to acquire BACs
holders' interests and does not limit any other rights the General Partner may
have under the Partnership Agreement or applicable law.

                                     -15-
<PAGE>


Item 8.   Financial Statements and Supplementary Data. 

                                                                      Sequential
                                                                         Page
                                                                      ----------
(a) 1.    Consolidated Financial Statements
          ---------------------------------

          Independent Auditors' Report                                      17

          Consolidated Balance Sheets at March 31, 1997 and 1996            61

          Consolidated Statements of Operations for the Years Ended
          March 31, 1997, 1996 and 1995                                     62

          Consolidated Statements of Changes in Partners' Capital for the
          Years Ended March 31, 1997, 1996 and 1995                         63

          Consolidated Statements of Cash Flows for the Years Ended
          March 31, 1997, 1996 and 1995                                     64

          Notes to Consolidated Financial Statements                        66

                                     -16-
<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, 1997 and 1996, the related consolidated statements of operations and
changes in partners' capital and cash flows for the years ended March 31, 1997,
1996, and 1995 (the 1996, 1995 and 1994 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 1996
and 1995) and thirteen (Fiscal 1994) subsidiary partnerships whose losses
aggregated $3,792,023, $2,533,349 and $1,148,796 for the 1996, 1995 and 1994
Fiscal Years, respectively, and whose assets constituted 94% and 91% of the
Partnership's assets at March 31, 1997 and 1996, respectively, 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.

          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, 1997 and 1996, and the
results of their operations and their cash flows for the years ended March 31,
1997, 1996 and 1995 in conformity with generally accepted accounting principles.


Trien, Rosenberg, Rosenberg,
Weinberg, Ciullo & Fazzari L.L.P.



New York, New York
June 27, 1997
<PAGE>


                      [J.H. WlLLlAMS & CO., LLP LETTERHEAD]



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



To the Partners
of Lincoln Renaissance (a Limited Partnership)
Reading, Pennsylvania


We have audited the accompanying balance sheets of Lincoln Renaissance (a
Limited Partnership) as of December 31, 1996 and 1995 and the related statements
of (loss), changes in partners' equity and cash flows for the years then ended.
These financial statements are the responsibility of the Partnership's general
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 statements 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 Lincoln Renaissance (a Limited
Partnership) at December 31, 1996 and 1995, 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/ J. H. Williams & Co., LLP
-----------------------------


Kingston, Pennsylvania
February 16, 1997



<PAGE>


                     [J. H. WILLIAMS & CO., LLP LETTERHEAD]


                          INDEPENDENT AUDITORS' REPORT


To the Partners of
Lincoln Renaissance (a Limited Partnership)
Reading, Pennsylvania

We have audited the accompanying balance sheets of Lincoln Renaissance (a
Limited Partnership) as of December 31, 1995 and 1994 and the related statements
of income, changes in partners' equity and cash flows for the years then ended.
These financial statements are the responsibility of the Partnership's general
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 statements 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 Lincoln Renaissance (a Limited
Partnership) at December 31, 1995 and 1994, and its results of operations,
changes in partners' equity and cash flows for the years then ended in
conformity with generally accepted accounting principles.


                                                   /s/ J. H. WILLIAMS & CO., LLP

Kingston, Pennsylvania
February 9, 1996


<PAGE>




                      [Wieland & Company, Inc. LETTERHEAD]



                          INDEPENDENT AUDITOR'S REPORT



To the Partners
United - Germano - Millgate Limited Partnership

We have audited the accompanying balance sheet of United - Germano - Millgate
Limited Partnership (an Illinois limited partnership) as of December 31, 1996,
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
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 United - Germano - Millgate
Limited Partnership as of December 31, 1996, and the results of its operations,
changes in partners' equity, 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, we have also issued a report dated February 14, 1997, on our
consideration of the internal control structure of United - Germano - Millgate
Limited Partnership, and reports dated February 14, 1997 on its compliance with
specific requirements applicable to major HUD programs and specific requirements
applicable to Affirmative Fair Housing.


/s/ Wieland & Company, Inc.
---------------------------



Geneva, Illinois
February 14, 1997

Employer Identification No.: 36-4025026

Engagement Partner: Paul H. Wieland
                    315 James Street
                    Geneva, Illinois 60134


                                       1


<PAGE>


                      [WIELAND & COMPANY, INC. LETTERHEAD]


                          INDEPENDENT AUDITOR'S REPORT

To the Partners
United - Germano - Millgate Limited Partnership

We have audited the accompanying balance sheet of United - Germano - Millgate 
Limited Partnership (an Illinois limited partnership) as of December 31, 1995,
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
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 United - Germano - Millgate
Limited Partnership as of December 31, 1995, and the results of its operations,
changes in partners' equity, 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, we have also issued a report dated March 15, 1996, on our
consideration of the internal control structure of United - Germano - Millgate
Limited Partnership, and reports dated March 15, 1996 on its compliance with
specific requirements applicable to major HUD programs and specific requirements
applicable to Affirmative Fair Housing.


/s/ WIELAND & COMPANY, INC.

March 15, 1996

Employer Identification No.: 36-4025026

Engagement Partner: Paul H. Wieland
                    315 James Street
                    Geneva, Illinois 60134


<PAGE>




           [MULCAHY FESLER & COMPANY - LOMBARD, ILLINOIS LETTERHEAD]


               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


To the Partners 
United - Germano - Millgate Limited Partnership

We have audited the accompanying balance sheet of United - Germano - Millgate
Limited Partnership (an Illinois limited partnership) as of December 31, 1994,
and the related statements of operations, partners' equity, and cash flows for
the year ended December 31, 1994. 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 United - Germano - Millgate
Limited Partnership as of December 31, 1994, and the results of its operations,
changes in partners' equity and cash flows for the year ended December 31, 1994,
in conformity with generally accepted accounting principles.


/s/ MULCAHY, FESLER & COMPANY

January 20, 1995

<PAGE>


                     [J. H. WILLIAMS & CO., LLP LETTERHEAD]



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



To the Partners of Mansion Court Associates (a Limited Partnership)
Philadelphia, Pennsylvania

We have audited the accompanying balance sheets of Mansion Court Associates (a
Limited Partnership) as of December 31, 1996 and 1995, and the related
statements of (loss), changes in partners' equity and cash flow 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 three 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 Mansion Court Associates (a
Limited Partnership) at December 31, 1996 and 1995, and its results of
operations, changes in partners' equity and cash flows for the years then ended
in conformity with generally accepted accounting principles.



/s/ J. H. Williams & Co., LLP
-----------------------------


Kingston, Pennsylvania
February 17, 1997


<PAGE>

                     [J. H. WILLIAMS & CO., LLP LETTERHEAD]


                        INDEPENDENT AUDITORS' REPORT


To the Partners of 
Mansion Court Associates (a Limited Partnership)
Philadelphia, Pennsylvania

We have audited the accompanying balance sheets of Mansion Court Associates (a
Limited Partnership) as of December 31, 1995 and 1994, and the related
statements of income, changes in partners' equity and cash flows for the years
then ended. These financial statements are the responsibility of the
Partnership's general partner and contracted management agent. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with 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 Mansion Court Associates (a
Limited Partnership) at December 31, 1995 and 1994, and its results of
operations, changes in partners' equity and cash flows for the years then ended
in conformity with generally accepted accounting principles.


                                                   /s/ J. H. WILLIAMS & CO., LLP
    
Kingston, Pennsylvania
February 12, 1996

<PAGE>



                       [BURRUS PAUL & TURNBULL LETTERHEAD]



                          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, 1996, and the related statement
of profit and loss (HUD Form 92410), partners' deficit 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, 1996 and the results of its operations, changes in partner's
deficit 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, 1997



<PAGE>

                [WALL, EINHORN & CHERNITZER, P.C. LETTERHEAD]


                          INDEPENDENT AUDITORS' REPORT

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

     We have audited the accompanying balance sheets of Derby Run Associates,
L.P., VHDA Project Number 93-0625-C, as of December 31, 1995 and 1994, and the
related statements of operations, partners' equity and cash flows for the years
then ended. These financial statements are the responsibility of the project's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

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

     In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of VHDA Project Number
93-0625-C as of December 31, 1995 and 1994, 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.

     The accompanying supplementary information (shown on pages 10 to 12) is
presented for purposes of additional analysis and is not a required part of the
basic financial statements. Such information has been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the financial
statements taken as a whole.


                                            /s/ WALL, EINHORN & CHERNITZER, P.C.

Norfolk, Virginia 
February 14, 1996


<PAGE>

                     [REZNICK FEDDER & SILVERMAN LETTERHEAD]


                          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, 1996, 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, 1996, 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 35 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.




                                     - 6 -



<PAGE>




     In accordance with Government Auditing Standards and the "Consolidated
Audit Guide for Audits of HUD Programs," we have also issued reports dated
January 30, 1997 on our consideration of Renaissance Plaza 93 Associates, L.P.'s
internal control structure and on its compliance with requirements applicable to
CDA programs, affirmative fair housing and laws and regulations applicable to
the financial statements.



                                            /s/ Reznick Fedder & Silverman
                                            ------------------------------


Bethesda, Maryland
January 30, 1997

Audit Principal: Lester A. Kanis




                                      - 7 -


<PAGE>


                   [REZNICK FEDDER & SILVERMAN LETTERHEAD]


                          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, 1995, 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, 1995, 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 21
through 28 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.

<PAGE>

     In accordance with Government Auditing Standards we have also issued
reports dated February 9, 1996 on our consideration of Renaissance Plaza 93
Associates, L.P.'s internal control structure and on its compliance with
requirements applicable to CDA programs, affirmative fair housing and laws and
regulations applicable to the financial statements.


/s/ REZNICK FEDDER & SILVERMAN
   

Bethesda, Maryland
February 9, 1996

<PAGE>





 
                    [REZNICK FEDDER & SILVERMAN LETTERHEAD]


                          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, 1994, and the related statements of 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. 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, 1994, and the changes in partners' capital
and cash flows for the year then ended, in conformity with generally accepted
accounting principles.


                                                  /s/ REZNICK FEDDER & SILVERMAN

Bethesda, Maryland
February 2, 1995

<PAGE>




                     [J. H. WILLIAMS & CO., LLP LETTERHEAD]



To the Partners of
Tasker Village Associates
(a Limited Partnership)
Philadelphia, Pennsylvania


We have audited the accompanying balance sheets of Tasker Village Associates (a
Limited Partnership) as of December 31, 1996 and 1995, and the related
statements of (loss), changes in partners' equity and cash flows for the years
then ended. These financial statements are the responsibility of the
Partnership's general partner and contracted management agent. Our
responsibility is to express an opinion on these financial statements based on
our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Tasker Village Associates (a
Limited Partnership) at December 31, 1996 and 1995, 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/ J. H. Williams & Co., LLP
-----------------------------


Kingston, Pennsylvania
February 1S, 1997



<PAGE>


 


                     [J. H. WILLIAMS & CO., LLP LETTERHEAD]

To the Partners of
Tasker Village Associates
(a Limited Partnership)
Philadelphia, Pennsylvania


We have audited the accompanying balance sheets of Tasker Village Associates (a
Limited Partnership) as of December 31, 1995 and 1994, and the related
statements of income, changes in partners' equity and cash flows for the years
then ended. These financial statements are the responsibility of the
Partnership's general partner and contracted management agent. Our
responsibility is to express an opinion on these financial statements based on
our 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 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 Tasker Village Associates (a
Limited Partnership) at December 31, 1995 and 1994, and its results of
operations, changes in partners' equity and cash flows for the years then ended
in conformity with generally accepted accounting principles.


                                                   /s/ J. H. WILLIAMS & CO., LLP
Kingston, Pennsylvania
February 14, 1996


<PAGE>


                          [CLIFFORD R. BENN LETTERHEAD]



                          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,
1996 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, 1996 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
                                       --------------------


February 13, 1997
Carson, California




<PAGE>





                         [CLIFFORD R. BENN LETTERHEAD]
                        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,
1995 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.

I was unable to obtain sufficient evidential matter in connection with the
beginning balance of property investments.

In my opinion, except for the effects of any adjustments and additional
disclosures that might have resulted had I been able to obtain sufficient
evidence in connection with property investments, the financial statements
referred to above present fairly, in all material respects, the financial
position of Martha Bryant Manor, L.P. at December 31, 1995 and the results of
its operations and its cash flow for the year then ended. In conformity with
generally accepted accounting principles.


                                                        /s/ CLIFFORD BENN, CPA

January 24, 1996
Carson, California

<PAGE>


             [ROBERT J. PACHECO - PASADENA, CALIFORNIA LETTERHEAD]


To the Partners of
Martha Bryant Manor, L. P.
A California Limited Partnership
Los Angeles, California


I have audited the accompanying balance sheet of Martha Bryant Manor, L.P., a
California Limited Partnership, as of December 31, 1994, and the related
statements of operations, changes in partners' capital and cash flows for the
period September 1, 1994 (inception) to December 31, 1994. 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
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., a
California Limited Partnership, at December 31, 1994, and the results of its
operations and its cash flows for the period from September 1, 1994 (inception)
to December 31, 1994 in conformity with generally accepted accounting
principles.



/s/ ROBERT PACHECO
Robert J. Pacheco
Certified Public Accountant


February 28, 1995



<PAGE>
                          [MARVIN D. MASON LETTERHEAD]



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, 1996, 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 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, 1996, 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
----------------
Marvin Mason
Certified Public Accountant
Encino, California
February 25, 1997


                                      -1-


<PAGE>



             [ROBERT J. PACHECO - PASADENA, CALIFORNIA LETTERHEAD]


                          INDEPENDENT AUDITOR'S REPORT


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, 1995, 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 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, 1995, and the results of its operations and its
cash flows for the year then ended in conformity with generally accepted
accounting principles.


/s/ ROBERT PACHECO
Robert J. Pacheco
Certified Public Accountant

February 29, 1996

<PAGE>




              [ROBERT J. PACHECO - PASADENA, CALIFORNIA LETTERHEAD]


                          INDEPENDENT AUDITOR'S REPORT


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, 1994, and the related statements of
operations, changes in partners' capital and cash flows for the period September
1, 1994 (inception) to December 31, 1994. 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 Colden Oaks, a California Limited
Partnership, at December 31, 1994, and the results of its operations and its
cash flows for the period from September 1, 1994 (inception) to December 31,
1994 in conformity with generally accepted accounting principles.


/s/ ROBERT PACHECO
Robert J. Pacheco
Certified Public Accountant

February 28, 1995

<PAGE>


                          [CLIFFORD R. BENN LETTERHEAD]



                          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, 1996
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 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 Brynview Terrace, L.P. at December
31, 1996 and the results of its operations and its cash flow for the year then
ended. In conformity with generally accepted accounting principles.


                                            /s/ Clifford Benn, C.P.A.
                                            -------------------------


February 13, 1997
Carson, California




<PAGE>




                         [CLIFFORD R. BENN LETTERHEAD]


                          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, 1995
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 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 Brynview Terrace, L.P. at December
31, 1995 and the results of its operations and its cash flow for the year then
ended. In conformity with generally accepted accounting principles.


                                                          /s/ CLIFFORD BENN, CPA
February 2, 1996
Carson, California

<PAGE>


                         [CLIFFORD R. BENN LETTERHEAD]


                          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, 1994
and the related statements of income, changes in partners' capital, and cash
flow for the period from inception, September 14, 1994, through December 31,
1994. 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 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 Brynview Terrace, L.P. at December
31, 1994 and the results of its operations and its cash flow for the period from
inception, September 14, 1994, through December 31, 1994. In conformity with
generally accepted accounting principles.


                                                          /s/ CLIFFORD BENN, CPA
February 14, 1995
Carson, California

<PAGE>




                       [ROBERT J. PACHECO, CPA LETTERHEAD]



                          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, 1996, 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, 1996, and the results of its operations, changes in
partners' capital and its cash flows for the year then ended in conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standards 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 a report dated February 25, 1997, on my
consideration of NLEDC, L.P.'s (a California Limited Partnership) internal
control structure, and reports dated February 25, 1997 on its compliance with
specific requirements applicable to Affirmative Fair Housing and specific
requirements applicable to nonmajor HUD program transactions.





/s/ Robert Pacheco
------------------
Robert J. Pacheco
Certified Public Accountant
Pasadena, California
February 25, 1997



<PAGE>



              [ROBERT J. PACHECO - PASADENA, CALIFORNIA LETTERHEAD]


                          INDEPENDENT AUDITOR'S REPORT

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

I have audited the accompanying balance sheet of NLEDC, L.P., a California
Limited Partnership, as of December 31, 1995, and the related statements of
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 NLEDC, L.P., a California Limited
Partnership, at December 31, 1995, and its cash flows for the year then ended in
conformity with generally accepted accounting principles.


/s/ ROBERT PACHECO 

Robert J. Pacheco
Certified Public Accountant

February 21, 1996

<PAGE>




              [ROBERT J. PACHECO - PASADENA, CALIFORNIA LETTERHEAD]


                          INDEPENDENT AUDITOR'S REPORT


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

I have audited the accompanying balance sheet of NLEDC, L.P., a California
Limited Partnership, as of December 31, 1994, and the related statements of
operations, changes in partners' capital and cash flows for the period September
1, 1994 (inception) to December 31, 1994. 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 NLEDC, L.P., a California Limited
Partnership, at December 31, 1994, and the results of its operations and its
cash flows for the period from September 1, 1994 (inception) to December 31,
1994 in conformity with generally accepted accounting principles.


/s/ ROBERT PACHECO 

Robert J. Pacheco
Certified Public Accountant

February 28, 1995

<PAGE>

                     [REZNICK FEDDER & SILVERMAN LETTERHEAD]



                          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, 1996, 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. 1996, 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 7, 1997



<PAGE>




                    [REZNICK FEDDER & SILVERMAN LETTERHEAD]


                          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, 1995, 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, 1995, 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
March 22, 1996

<PAGE>





        [MARK ESCOFFERY, P.A. - PALM BEACH GARDENS, FLORIDA LETTERHEAD]


                          INDEPENDENT AUDITOR'S REPORT

To the General Partner 
of Creative Choice Homes VI Ltd. 
Owner of Caribbean West Apartments 
4243 Northlake Boulevard 
Palm Beach Gardens, Florida 33410

I have audited the balance sheet of Creative Choice Homes VI Ltd. (a Limited
Partnership) as of December 31, 1994. This financial statement is the
responsibility of the Company's Management. My responsibility is to express an
opinion on this financial statement 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 balance sheet is free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the balance sheet. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall balance sheet presentation. I believe that my audit of
the balance sheet provides a reasonable basis for my opinion.

In my opinion, the balance sheet referred to above presents fairly, in all
material respects, the financial position of Creative Choice Homes VI Ltd. as of
December 31, 1994, in conformity with generally accepted accounting principles.


                                                        /s/ MARK ESCOFFERY, P.A.

April 14, 1995.



<PAGE>

                   [SUAREZ ACCOUNTANCY CORPORATION LETTERHEAD]



                          Independent Auditor's Report
                          ----------------------------



To the Partners
P & P Home for the Elderly, L.P.
(A Development Stage Company)
Los Angeles, California

I have audited the accompanying balance sheet of P & P Home for the Elderly,
L.P. (A Development Stage Company) as of December 31, 1996, 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. (A
Development Stage Company) at December 31, 1996, 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
April 1, 1997


<PAGE>



      [SUAREZ ACCOUNTANCY CORPORATION - SAN PEDRO, CALIFORNIA LETTERHEAD]


                          INDEPENDENT AUDITOR'S REPORT


To the Partners
P & P Home for the Elderly, L.P.
(A Development Stage Company)
Los Angeles, California

I have audited the accompanying balance sheet of P & P Home for the Elderly,
L.P. (A Development Stage Company) as of December 31, l995, 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. (A
Development Stage Company) at December 31, 1995, 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
    
January 31, 1996

<PAGE>



            [RICHARD SUAREZ, JR.- SAN PEDRO, CALIFORNIA LETTERHEAD]


                          INDEPENDENT AUDITOR'S REPORT


To the Partners
P & P Home for the Elderly, L.P.
(A Development Stage Company)
Los Angeles, California

I have audited the accompanying balance sheet of P & P Home for the Elderly,
L.P. (A Development Stage Company) as of December 31, 1994, and the related
statements of income, changes in partners' capital, and cash flows for the
period March 1, 1994 (inception) through December 31, 1994. 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. (A
Development Stage Company) at December 31, 1994, and the results of its
operations and cash flows for the period March 1, 1994 (inception) through
December 31, 1994, in conformity with generally accepted accounting principles.


                            /s/ RICHARD SUAREZ, JR.

April 4, 1995



<PAGE>



                       [COLE, EVANS & PETERSON LETTERHEAD]



                                February 10, 1997



         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, 1996, 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, 1996 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, 1996 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.


                                      -1-


<PAGE>




Clear Horizons Apartments                                     February 10, 1997
                                                                         Page 2



     In accordance with Government Auditing Standards and the Consolidated Audit
Guide for Audits of HUD Programs issued by the U.S. Department of Housing and
Urban Development, we have also issued a report dated February 10, 1997 on our
consideration of Clear Horizons Limited Partnership's internal control
structure, and reports dated February 10, 1997, 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
--------------------------
Cole, Evans & Peterson

Shreveport, Louisiana
February 10, 1997



<PAGE>




          [COLE, EVANS & PETERSON - SHREVEPORT, LOUISIANA LETTERHEAD]


         INDEPENDENT AUDITORS' REPORT ON THE BASIC FINANCIAL STATEMENTS

Clear Horizons Limited Partnership
Shreveport, Louisiana

     We have audited the accompanying balance sheet of Clear Horizons Limited
Partnership, at December 31, 1995, 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, 1995 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, 1995 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.

<PAGE>

Clear Horizons Apartments                                       February 9, 1996
                                                                          Page 2

     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, 1996 on our
consideration of Clear Horizons Limited Partnership's internal control
structure, and reports dated February 9, 1996, 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
                             Cole, Evans & Peterson
                             Federal ID No. 72-0506596

Lead Auditor: Steven W. Hedgepeth

<PAGE>

          [COLE, EVANS & PETERSON - SHREVEPORT, LOUISIANA LETTERHEAD]


                          INDEPENDENT AUDITORS' REPORT

Clear Horizons Limited Partnership
Shreveport, Louisiana

     We have audited the accompanying balance sheet of Clear Horizons Limited
Partnership, at December 31, 1994, and the related statements of profit and
loss, capital and cash flows for the month 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 in the first paragraph
above present fairly, in all material respects, the financial position of Clear
Horizons Limited Partnership, at December 31, 1994 and the results of its
operations, changes in capital, and cash flows for the month then ended in
conformity with generally accepted accounting principles.


                           /s/ COLE, EVANS & PETERSON
                              Cole, Evans & Peterson

<PAGE>




                     [J. H. WILLIAMS & CO., LLP LETTERHEAD]



                          INDEPENDENT AUDITORS' REPORT



To the Partners of
Neptune Venture , L.P.
Neptune Township, New Jersey

We have audited the accompanying balance sheets of Neptune Venture, L.P. as of
December 31, 1996 and 1995 and the related statements of income (loss), changes
in partners' equity and cash flows for the years then ended. These financial
statements are the responsibility of the Partnership's general partner and
contracted management agent. Our responsibility is to express an opinion on
these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Neptune Venture, L.P. at
December 31, 1996 and 1995, and its results of operations, changes in partners'
equity and cash flows for the years then ended in conformity with generally
accepted accounting principles.



/s/ J. H. Williams & Co., LLP
-----------------------------


Kingston, Pennsylvania
February 15, 1997




<PAGE>




                 [LAWLOR, O'BRIEN & CHERVENAK, LLC LETTERHEAD]



                          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, 1996 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, 1996 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.



                                            Lawlor, O'Brien & Chervenak, L.L.C.
                                            -----------------------------------


West Paterson, New Jersey
February 12, 1997

<PAGE>


                    [LAWLOR, O'BRIEN & LESKOWICZ LETTERHEAD]


                          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, 1995, and the related statements of operations for the
period (from commencement of operations) August 15, 1995 through December 31,
1995, changes in partners' capital and cash flows for the year ended December
31, 1995. 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, 1995, and the results of its operations for the period
(from commencement of operations) August 15, 1995 through December 31, 1995,
changes in partners' equity and its cash flows for the year ended December 31,
1995 in conformity with generally accepted accounting principles.


                                                 /s/ LAWLOR, O'BRIEN & LESKOWICZ
West Paterson, New Jersey
February 28, 1996
<PAGE>


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



                                                               March 31
                                                     ---------------------------
                                                         1997            1996
                                                     ------------   ------------
                                     ASSETS

Property and equipment - at cost,
   less accumulated depreciation
   (Notes 2, 4 and 7)                                $104,314,397   $ 80,526,910
Construction in progress                                        0     19,121,823
Cash and cash equivalents (Notes 2, 3 and 10)           4,622,176     13,646,746
Cash held in escrow (Notes 3 and 5)                     2,867,836      2,653,919
Deferred costs, less accumulated
   amortization (Notes 2 and 6)                           599,679        544,330
Other assets                                              427,412        434,794
                                                     ------------   ------------

                                                     $112,831,500   $116,928,522
                                                     ============   ============


                        LIABILITIES AND PARTNERS' CAPITAL

Liabilities:
   Mortgage notes payable (Note 7)                  $ 39,799,356   $ 37,687,695
   Construction loan payable (Note 7)                 20,062,725     18,214,849
   Accounts payable and other liabilities              4,949,114      5,569,729
   Due to local general partners
     and affiliates (Note 8)                           3,436,045      6,565,952
   Due to general partner and affiliates                 191,736         48,755
                                                    ------------   ------------

                                                      68,438,976     68,086,980
                                                    ------------   ------------

Minority interests                                       317,189        750,595
                                                    ------------   ------------

Commitments and contingencies
   (Notes 7, 8 and 10)

Partners' capital:
   Limited partners
     (58,928 BACs issued and outstanding)           $ 44,158,531   $ 48,133,987
   General partner                                       (83,196)       (43,040)
                                                    ------------   ------------

     Total partners' capital                          44,075,335     48,090,947
                                                    ------------   ------------

     Total liabilities and partners' capital        $112,831,500   $116,928,522
                                                    ============   ============


See accompanying notes to consolidated financial statements.

                                      -18-
<PAGE>


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

<TABLE>
<CAPTION>
                                                                                   Year Ended March 31           
                                                                       ------------------------------------------
                                                                            1997           1996           1995   
                                                                       ------------    -----------    -----------
Revenues

<S>                                                                    <C>             <C>            <C>        
   Rental income                                                       $  6,228,770    $ 4,598,213    $ 1,500,399
   Other income                                                             434,581        726,832        933,462
                                                                       ------------    -----------    -----------
                                                                          6,663,351      5,325,045      2,433,861
                                                                       ------------    -----------    -----------
Expenses
   General and administrative                                             1,763,480      1,366,774        817,692
   General and administrative-related parties (Note 8)                      422,058        672,731        602,863
   Repairs and maintenance                                                1,311,272        990,315        355,562
   Operating and other                                                      761,402        541,524        284,983
   Real estate taxes                                                        564,263        497,793        289,453
   Insurance                                                                459,725        366,543        216,328
   Financial, principally interest                                        2,345,048      1,681,052        290,972
   Depreciation and amortization                                          3,060,631      2,161,221        776,331
                                                                       ------------    -----------    -----------
                                                                         10,687,879      8,277,953      3,634,184
                                                                       ------------    -----------    -----------

Loss before minority interest                                          $ (4,024,528)   $(2,952,908)   $(1,200,323)

Minority interest in loss of subsidiary partnerships                          8,916          8,519          7,106
                                                                       ------------    -----------    -----------

Net loss                                                               $ (4,015,612)   $(2,944,389)   $(1,193,217)
                                                                       ============    ===========    ===========

Net loss - limited partners                                            $ (3,975,456)   $(2,914,945)   $(1,181,285)
                                                                       ============    ===========    ===========

Weighted average number of BACs outstanding                                  58,928         58,928         58,901
                                                                       ============    ===========    ===========

Net loss per weighted average BAC                                      $     (67.46)   $    (49.47)   $    (20.06)
                                                                       ============    ===========    ===========
</TABLE>


See accompanying notes to consolidated financial statements.

                                      -19-
<PAGE>


                      INDEPENDENCE TAX CREDIT PLUS L.P. II
                                AND SUBSIDIARIES
             CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' CAPITAL


                                                      General         Limited
                                       Total          Partner         Partners 
                                   ------------      --------      ------------
Partners' capital -
   April 1, 1994                   $ 51,349,456      $ (1,664)     $ 51,351,120

Capital contributions                 1,030,000             0         1,030,000

Offering costs                         (150,903)            0          (150,903)

Net loss                             (1,193,217)      (11,932)       (1,181,285)
                                   ------------      --------      ------------

Partners' capital -
   March 31, 1995                    51,035,336       (13,596)       51,048,932

Net loss                             (2,944,389)      (29,444)       (2,914,945)
                                   ------------      --------      ------------

Partners' capital -
   March 31, 1996                    48,090,947       (43,040)       48,133,987

Net loss                             (4,015,612)      (40,156)       (3,975,456)
                                   ------------      --------      ------------

Partners' capital -
   March 31, 1997                  $ 44,075,335      $(83,196)     $ 44,158,531
                                   ============      ========      ============


See accompanying notes to consolidated financial statements.

                                      -20-
<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           
                                                                   -------------------------------------------
                                                                       1997            1996            1995   
                                                                   -----------    ------------    ------------
<S>                                                                <C>            <C>             <C>          
Cash flows from operating activities:
   Net loss                                                        $(4,015,612)   $ (2,944,389)   $ (1,193,217)
                                                                   -----------    ------------    ------------
   Adjustments to reconcile net loss to net cash (used in)
     provided by operating activities:
   Depreciation and amortization                                     3,060,631       2,161,221         776,331
   Minority interest in loss of subsidiary partnerships                 (8,916)         (8,519)         (7,106)
   (Increase) decrease in assets
     Cash held in escrow                                              (227,751)      1,702,798      (2,410,627)
     Other assets                                                        7,382        (123,399)       (179,335)
   Increase (decrease) in liabilities
     Accounts payable and other liabilities                           (620,615)      1,166,100          24,852
     Increase in due to local general partners and affiliates           57,374         181,392          48,185
     Decrease in due to local general partners and affiliates         (152,491)              0               0
   Due to general partner and affiliates                               142,981          46,123         (91,878)
                                                                   -----------    ------------    ------------
     Total adjustments                                               2,258,595       5,125,716      (1,839,578)
                                                                   -----------    ------------    ------------

   Net cash (used in) provided by operating activities              (1,757,017)      2,181,327      (3,032,795)
                                                                   -----------    ------------    ------------

Cash flows from investing activities:
   Acquisition of property and equipment                               (87,591)    (10,422,237)    (16,295,221)
   Increase in construction in progress                             (7,547,901)    (22,579,370)    (17,915,190)
   Decrease in cash held in escrow                                      13,834       1,606,866         816,740
   Deferred acquisition costs                                                0               0         (61,800)
   Increase in deferred costs                                          (83,617)       (118,849)       (138,009)
   (Decrease) increase in accounts payable and other liabilities             0      (1,111,438)        917,958
   Increase in due to local general partners and affiliates            581,206         662,982         811,619
   Decrease in due to local general partners and affiliates         (2,662,155)     (1,943,924)              0
   Decrease in due to general partner and affiliates                         0               0         (52,664)
                                                                   -----------    ------------    ------------

   Net cash used in investing activities                            (9,786,224)    (33,905,970)    (31,916,567)
                                                                   -----------    ------------    ------------

Cash flows from financing activities:
   Capital contributions received                                            0               0       1,030,000
   Proceeds from mortgage notes                                        302,275          95,990       8,760,670
   Principal payments of mortgage notes                               (427,742)       (273,461)        (25,764)
   Proceeds from construction loans                                  7,994,639      16,909,776      18,878,228
   Principal payments of construction loans                         (3,909,635)       (606,000)     (1,200,000)
   Increase in due to local general partners and affiliates            215,006         506,250         689,194
   Decrease in due to local general partners and affiliates         (1,168,847)              0               0
   Increase in offering costs                                                0               0        (150,903)
   Increase in deferred costs                                          (62,535)        (42,608)       (194,353)
   (Decrease) increase in capitalization of consolidated
     subsidiaries attributable to minority interest                   (424,490)       (263,706)        170,862
                                                                   -----------    ------------    ------------

   Net cash provided by financing activities                         2,518,671      16,326,241      27,957,934
                                                                   -----------    ------------    ------------
   Net decrease in cash and cash equivalents
     carried forward                                                (9,024,570)    (15,398,402)     (6,991,428)
                                                                   -----------    ------------    ------------
</TABLE>

See accompanying notes to consolidated financial statements.

                                      -21-
<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           
                                                                   -------------------------------------------
                                                                       1997            1996            1995   
                                                                   -----------    ------------    ------------
<S>                                                                <C>            <C>             <C>          
Net decrease in cash and cash equivalents,
   brought forward                                                 $(9,024,570)   $(15,398,402)   $ (6,991,428)

Cash and cash equivalents at beginning of year                      13,646,746      29,045,148      36,036,576
                                                                   -----------    ------------    ------------

Cash and cash equivalents at end of year                           $ 4,622,176    $ 13,646,746    $ 29,045,148
                                                                   ===========    ============    ============


Supplemental disclosure of cash flows information:
   Cash paid during the year for interest                          $ 1,124,869    $    640,805    $    136,958

Supplemental disclosure of noncash investing
   and financing activities:
   Capitalization of deferred acquisition costs                    $         0    $    817,767    $ (1,238,476)
   Property and equipment reclassified
     from construction in progress                                 $26,669,724    $ 26,916,748    $  4,534,869
   Development fees to local general partners and
     affiliates, accounts payable and other
     liabilities capitalized to construction
     in progress and property and equipment                        $         0    $    403,381    $  6,212,013

   Conversion of construction notes payable
     to mortgage notes payable                                     $ 2,237,128    $ 16,661,523    $          0
</TABLE>



See accompanying notes to consolidated financial statements.

                                      -22-
<PAGE>


                      INDEPENDENCE TAX CREDIT PLUS L.P. II
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 1997

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 acquired interests in fifteen subsidiary
partnerships as of March 31, 1997.

          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. As of March 31, 1997, the
Partnership has raised a total of $58,928,000 (before volume discounts of
$2,000) 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 (1996 and 1995 Fiscal Years) and thirteen (1994 Fiscal
Year) 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. All subsidiaries have fiscal years ending December 31.
Accounts of the subsidiaries have been adjusted for intercompany transactions
from January 1 through March 31. The books and records of the Partnership are
maintained on the accrual basis of accounting, in accordance with generally
accepted accounting principles.

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

               Losses attributable to minority interest which exceed the
minority interests' investment in a subsidiary partnership have been charged to
the Partnership. Such losses aggregated approximately $30,000, $17,000 and
$4,700 for the years ended March 31, 1997, 1996 and 1995 (the 1996, 1995 and
1994 Fiscal Years), respectively. The Partnership's investment in each
subsidiary is equal to the respective subsidiary's partners' equity less
minority interest capital, if any. In consolidation, all subsidiary partnership
losses are included in the Partnership's capital account except for losses
allocated to minority interest capital.

                                      -23-
<PAGE>


                      INDEPENDENCE TAX CREDIT PLUS L.P. II
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 1997

NOTE 2  - Summary of Significant Accounting Policies (Continued)

          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

               In March 1995, the Financial Accounting Standards Board ("FASB")
issued Statement of Financial Accounting Standards ("SFAS") No. 121, "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed
Of". Under SFAS No. 121, the Partnership is required to review long-lived assets
and certain identifiable intangibles for impairment whenever events or changes
in circumstances indicate that the book value of an asset may not be
recoverable. An impairment loss should be recognized whenever the review
demonstrates that the book value of a long-lived asset is not recoverable.
Effective April 1, 1996, the Partnership adopted SFAS No. 121, consistent with
the required adoption period.

               Property and equipment are carried at the lower of depreciated
cost or estimated amounts recoverable through future operations and ultimate
disposition of the property. Cost includes the purchase price, acquisition fees
and expenses, and any other costs incurred in acquiring the properties. The cost
of property and equipment is depreciated over their estimated useful lives using
accelerated and straight-line methods. Expenditures for repairs and maintenance
are charged to expense as incurred; major renewals and betterments are
capitalized. At the time property and equipment are retired or otherwise
disposed of, the cost and accumulated depreciation are eliminated from the
assets and accumulated depreciation accounts and the profit or loss on such
disposition is reflected in earnings. A provision for loss on impairment of
assets is recorded when estimated amounts recoverable through future operations
and sale of the property on an undiscounted basis are below depreciated cost.
Property investments themselves are reduced to estimated fair value (generally
using discounted cash flows) when the property is considered to be impaired and
the depreciated cost exceeds estimated fair value. Through March 31, 1997, the
Partnership has not recorded any provisions for loss on impairment of assets or
reduction to estimated fair value.

          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)   Organization and Offering Costs

               Costs incurred to organize the Partnership, including but not
limited to legal, accounting and registration fees, are considered deferred
organization expenses. These costs are capitalized and are being amortized over
a 60-month period. 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).

                                      -24-
<PAGE>


                      INDEPENDENCE TAX CREDIT PLUS L.P. II
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 1997

NOTE 2  - Summary of Significant Accounting Policies (Continued)

          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.


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, 1997                  March 31, 1996  
                                                     ---------------------------      ---------------------------
                                                       Carrying          Fair          Carrying          Fair
          Mortgage Notes Payable for which it is:       Amount           Value          Amount           Value 
                                                     -----------      ----------      -----------      ----------

<S>                                                  <C>              <C>             <C>              <C>       
          Practicable to estimate fair value         $ 1,290,000      $1,290,000      $ 1,345,000      $1,345,000
          Not Practicable                            $38,509,356               *      $36,342,695               *
</TABLE>

          *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 assets and liabilities reported on the
statement of financial position that require such disclosure approximates fair
value.

                                      -25-
<PAGE>

                      INDEPENDENCE TAX CREDIT PLUS L.P. II
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 1997


NOTE 4  - Property and Equipment

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


                                                   March 31           Estimated
                                        --------------------------- Useful Lives
                                             1997           1996       (Years)  
                                        ------------   ------------    ------
        Land                            $  6,146,420   $  5,702,297    --
        Building and improvements        103,162,144     76,909,641    10-40
        Furniture and fixtures               935,523        874,834    5-10
                                        ------------   ------------    
                                                                    
                                                                    
                                         110,244,087     83,486,772    
        Less:  Accumulated depreciation    5,929,690      2,959,862    
                                        ------------   ------------    
                                                                    
                                        $104,314,397   $ 80,526,910    
                                        ============   ============    
                                                                     
          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,
1997 and 1996. In addition, as of March 31, 1997 and 1996, building and
improvements and construction in progress includes $1,528,813 and $1,147,120,
respectively, of capitalized interest.

          In connection with the rehabilitation of the properties, the
subsidiary partnerships have incurred developer's fees of $9,282,042 and
$8,394,303 to the local general partners and affiliates as of March 31, 1997 and
1996, respectively. Such fees have been included in the cost of property and
equipment.

          Depreciation expense for the years ended March 31, 1997, 1996 and 1995
amounted to $2,969,828, $2,101,923 and $760,862, respectively.


NOTE 5  - Cash Held in Escrow

          Cash held in escrow consists of the following:

                                                               March 31         
                                                      --------------------------
                                                         1997            1996  
                                                      ----------      ----------
          Purchase price payments*                    $1,231,525      $1,243,220
          Construction                                    24,836         218,783
          Real estate taxes, insurance and other       1,249,293       1,021,542
          Reserve for replacements                       362,182         170,374
                                                      ----------      ----------

                                                      $2,867,836      $2,653,919
                                                      ==========      ==========

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


                                      -26-
<PAGE>

                      INDEPENDENCE TAX CREDIT PLUS L.P. II
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 1997


NOTE 6  - Deferred Costs

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

                                                                        March 31
                                                 1997        1996        Period
                                               --------    --------    ---------
          Financing costs                      $341,210    $278,675        *
          Organization costs                    400,475     316,858    60 months
          Other                                  33,703      33,703      various
                                               --------    --------
                                                775,388     629,236    
          Less:  accumulated amortization       175,709      84,906    
                                               --------    --------    

                                               $599,679    $544,330    
                                               ========    ========    

          *Over the life of the related mortgages.

          Amortization expense for the years ended March 31, 1997, 1996 and 1995
amounted to $90,803, $59,298 and $15,469, respectively.


NOTE 7  - Mortgage Notes and Construction Loans Payable

          The mortgage and construction notes are payable in aggregate monthly
installments of approximately $106,000 including principal and interest at rates
varying from 0% to 9.65% per annum, through the year 2039. 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.

          One mortgage note with a balance of $5,506,886 and $5,826,427 at
December 31, 1996 and 1995, respectively, which bears interest at 7% per annum
was 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:

              Fiscal Year Ending                                 Amount
              ------------------                                 ------

                   1997                                       $   279,354
                   1998                                           301,814
                   1999                                           325,660
                   2000                                           362,927
                   2001                                           407,628
                   Thereafter                                  38,121,973
                                                              -----------
                                                              $39,799,356
                                                              ===========


                                      -27-
<PAGE>

                      INDEPENDENCE TAX CREDIT PLUS L.P. II
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 1997

NOTE 7  - Mortgage Notes and Construction Loans Payable (Continued)

          The mortgage agreements require monthly deposits to replacement
reserves of approximately $23,700 and monthly deposits to escrow accounts for
real estate taxes, hazard insurance and mortgage insurance and other (Note 5).

          As of December 31, 1996, four subsidiary partnerships have
construction loan commitments totaling approximately $24,628,000. As of December
31, 1996, such loans had outstanding balances of $20,062,725.

          Certain subsidiary partnerships have outstanding letters of credit
totaling $162,400 at December 31, 1996, as required under the terms of the
construction loan agreements.


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, 1997, 1996 and
1995 are as follows:

          A)   Acquisition Fees and Expenses

               The General Partner is entitled to an acquisition fee equal to 6%
of the gross proceeds of the offering paid upon investor closing, for its
services in connection with the selection and evaluation of Local Partnerships.
Such fees are capitalized as a cost of the investments upon closing of
subsidiary partnerships acquisitions. As of March 31, 1997, 1996 and 1995,
$3,535,680, $3,535,680 and $3,535,560, of such costs have been incurred,
respectively.

          B)   Public Offering Costs

               Costs incurred to organize the Partnership and certain costs of
offering the BACs including but not limited to legal, accounting, and
registration fees are considered organization and offering expenses. Related
Equities Corporation, the Dealer Manager, is entitled to a non-accountable
organization and offering expense allowance equal to 2.5% of Gross Proceeds, in
consideration of which it is obligated to pay all such expenses up to the amount
of such allowance. The Partnership is obligated to pay all such expenses that
are in excess of 2.5% of Gross Proceeds and up to 3.5% of Gross Proceeds. The
Dealer Manager is responsible for all such expenses in excess of 3.5% of Gross
Proceeds. The selling commissions and a non-accountable marketing expense
allowance are considered offering expenses. These costs are charged directly to
limited partners' capital. As of March 31, 1997, total organization and offering
costs were approximately $2,115,000, of which approximately $53,000 was charged
to the Dealer Manager since it is in excess of 3.5%.

          C)   Selling Commissions and Fees

               The Partnership will pay up to 7.5% of the aggregate purchase
price of BACs sold, without regard to quantity discounts, to Related Equities
Corporation, an affiliate of the General Partner. Through March 31, 1997,
$4,419,600 was paid or incurred to Related Equities Corporation and then fully
reallocated to other broker/dealers.

                                      -28-
<PAGE>

                      INDEPENDENCE TAX CREDIT PLUS L.P. II
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 1997

NOTE 8 -  Related Party Transactions (Continued)

          D)   Guarantees

               The Partnership had negotiated development deficit guarantees
with the subsidiary partnerships in which it has invested. The Local General
Partners had agreed to fund development deficit through the breakeven dates of
each of the subsidiary partnerships, most of which were unlimited or in an
unspecified amount. Amounts received under development deficit guarantees from
the developers of the properties purchased by the Partnership are treated as a
reduction of the asset. Although all development deficit guarantees have expired
as of March 31, 1997, management does not expect their expiration to have a
material impact on liquidity, based on prior years' fundings.

               The Partnership has negotiated Operating Deficit Guaranty
Agreements with all subsidiary partnerships by which the general partners of the
subsidiary partnerships 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, none of which have expired as of March 31, 1997. As of
March 31, 1997 and 1996, $193,032 and $187,614 has been funded under the
Operating Deficit Guaranty agreements. Amounts funded under such agreements are
treated as non-interest bearing loans, which will be repaid only out of 50% of
available cash flow or out of available net sale or refinancing proceeds.

               In addition, several subsidiary partnerships have Rent-Up
Guaranty Agreements, in which the Local General Partner agrees to pay
liquidating damages if predetermined occupancy rates are not achieved. The terms
of the Rent-Up Guaranty Agreements vary for each subsidiary partnership, with
maximum dollar amounts to be funded for a specified period of time. The gross
amount of unexpired Rent-Up Guarantees for the subsidiary partnerships is
approximately $700,000 as of March 31, 1997. There have not been any fundings
under these guaranty agreements. Amounts received under rental guarantees from
the sellers of the properties purchased by the Partnership are treated as a
reduction of the asset.

               The Operating Deficit Guaranty Agreements, Rent-Up Guaranty
Agreements and Development Deficit Guaranty Agreements were negotiated to
protect the Partnership's interest in the subsidiary partnerships and to provide
incentive to the local general partners to generate positive cash flow.

          E)   Other Related Party Expenses

               The costs incurred to related parties for the years ended March
31, 1997, 1996 and 1995 were as follows:

                                                      Year Ended March 31 
                                              ----------------------------------
                                                1997         1996         1995  
                                              --------     --------     --------

          Partnership management fees (a)     $ 87,500     $434,550     $475,023
          Expense reimbursement (b)            101,581       91,757       94,702
          Property management fees (c)         212,977      133,924       18,138
          Local administrative fees (d)         20,000       12,500       15,000
                                              --------     --------     --------

                                              $422,058     $672,731     $602,863
                                              ========     ========     ========


                                      -29-
<PAGE>

                      INDEPENDENCE TAX CREDIT PLUS L.P. II
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 1997

NOTE 8 -  Related Party Transactions (Continued)

          (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 $115,000 and $27,000 were accrued and unpaid as of March 31, 1997
and March 31, 1996, 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 $439,375, $301,751 and $100,314 for the years ended March 31, 1997,
1996 and 1995, respectively. Of these fees $212,977, $133,924 and $18,138 were
incurred to 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.

          F)   Due to local general partners and affiliates

               Due to local general partners and affiliates at March 31, 1997
and 1996 consists of the following:

                                                               March 31        
                                                      -------------------------
                                                         1997           1996   
                                                      ----------     ----------
          Operating advances                          $  230,791     $1,184,632
          Development fee payable                      2,069,531      3,666,330
          Construction costs payable                   1,001,263      1,485,413
          Management and other operating advances        134,460        229,577
                                                      ----------     ----------

                                                      $3,436,045     $6,565,952
                                                      ==========     ==========

                                      -30-
<PAGE>

                      INDEPENDENCE TAX CREDIT PLUS L.P. II
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 1997


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>
                                                              For the Year Ended December 31,
                                                      ---------------------------------------------
                                                          1996            1995              1994   
                                                      -----------      -----------      -----------
<S>                                                   <C>              <C>              <C>         
Financial statement net loss                          $(4,015,612)     $(2,944,389)     $(1,193,217)

Differences between depreciation
   and amortization expense records
   for financial reporting purposes
   and the accelerated costs
   recovery system utilized
   for income tax purposes                               (442,130)        (254,256)        (147,940)

Tax exempt interest income                               (246,119)        (569,018)        (701,095)

Differences resulting from parent
   company having a different fiscal
   year for income tax and financial
   reporting purposes                                     (17,634)          12,102         (146,850)

Excess losses allocated to minority interest
    for income tax purposes                               251,793          262,879          233,223

Other, including accruals for financial reporting
   not deductible for tax purposes until paid             823,547         (255,530)          15,569
                                                      -----------      -----------      -----------

Net loss as shown on the income tax return
   for the calendar year ended                        $(3,646,155)     $(3,748,212)     $(1,940,310)
                                                      ===========      ===========      ===========
</TABLE>

NOTE 10 - Commitments and Contingencies

          a)   Subsidiary Partnerships-Litigation

               Clear Horizons Limited Partnership
               ----------------------------------

               Clear Horizons Limited Partnership ("Clear Horizons")is named as
a defendant in a lawsuit involving the death of a person shot on the premises of
the apartment project. Clear Horizons' defense is being handled by its liability
insurer. Legal counsel believes that any settlement will be within insurance
policy limits, $3,000,000, and there will be no loss to Clear Horizons. The
maximum loss which the Partnership would be liable for is its net investment in
Clear Horizons. The Partnership's investment in Clear Horizons at March 31, 1997
and 1996 was approximately $963,000 and $1,026,000, respectively, and the
minority interest balance was approximately $0 and $45,000, respectively. Clear
Horizons' net loss after minority interest amounted to approximately $63,000,
$27,000 and $6,500 for the 1996, 1995 and 1994 Fiscal Years, respectively.

                                      -31-
<PAGE>

                      INDEPENDENCE TAX CREDIT PLUS L.P. II
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 1997

NOTE 10 - Commitments and Contingencies (Continued)

               United Germano-Millgate Limited Partnership
               -------------------------------------------

               A former management agent had filed a $70,000 breach of contract
claim against United Germano Millgate ("United Germano") for utility expense
billings the former management company paid on United Germano's behalf prior to
1991. During 1996, United Germano agreed to pay $47,000 under an installment
arrangement to reimburse these utility advances.

               Martha Bryant Manor, L.P.
               -------------------------

               Martha Bryant Manor, L.P. ("Martha Bryant") agreed to an
out-of-court settlement resulting from an alleged breach of contract suit. The
settlement resulted in a loss of $164,860, which is included in general and
administrative expenses in the March 31, 1996 Financial Statements.


          b)   Subsidiary Partnerships-Other

               Clear Horizons Limited Partnership
               ----------------------------------

               At December 31, 1996, Clear Horizons Limited Partnership ("Clear
Horizons") current liabilities exceed its current assets by over $88,000.
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, 1996 is
                    $93,956 owed to related parties who do not intend to pursue
                    collection beyond Clear Horizon's ability to pay.

               2.   The 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,
1996.

          c)   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, 1997, uninsured cash and cash
equivalents approximated $3,538,000.

                                      -32-
<PAGE>

                      INDEPENDENCE TAX CREDIT PLUS L.P. II
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 1997

NOTE 10 - Commitments and Contingencies (Continued)

          d)   Letters of Credit

               As of December 31, 1996, the subsidiary partnerships were
contingently liable on open letters of credit as follows:

    Description                                                          Amount
    -----------                                                         --------

    Development contingency                                             $ 62,400
    Rent reduction escrow                                                100,000
                                                                        --------

                                                                        $162,400
                                                                        ========

          e)   Other

               The Partnership is subject to the risks incident to potential
losses arising from the management and ownership of improved real estate. The
Partnership can also be affected by poor economic conditions generally, however
no more than 34% of the properties are located in any single state. There are
also substantial risks associated with owning properties receiving government
assistance, for example the possibility that Congress may not appropriate funds
to enable HUD to make rental assistance payments. HUD also restricts annual cash
distributions to partners based on operating results and a percentage of the
owner's equity contribution. The Partnership cannot sell or substantially
liquidate its investments in subsidiary partnerships during the period that the
subsidy agreements are in existence, without HUD's approval. Furthermore there
may not be market demand for apartments at full market rents when the rental
assistance contracts expire.

               The Partnership and BACs holders will begin to recognize Housing
Tax Credits with respect to a Property when the Credit Period for such Property
commences. Because of the time required for the acquisition, completion and
rent-up of Properties, it is expected that the amount of Tax Credits per BAC
will gradually increase 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 1996, 1995 and 1994 tax years, Housing Tax
Credits of $6,399,740, $3,997,227 and $624,796 were generated and $37,112,
$619,383 and $1,962,743 of Historic Tax Credits were generated, respectively.




                                      -33-
<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 Related Independence
Associates L.P., 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

J. Michael Fried                 President, Chief Executive Officer and Director

Alan P. Hirmes                   Senior Vice President

Stuart J. Boesky                 Vice President

Marc D. Schnitzer                Vice President

Richard A. Palmero               Treasurer

Lynn A. McMahon                  Secretary


          STEPHEN M. ROSS, 57, is a Director of RIAI. Mr. Ross 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.

          J. MICHAEL FRIED, 53, is President, Chief Executive Officer and a
Director of RIAI. Mr. Fried is the sole shareholder of one of the general
partners of Related Capital Company ("Capital"), a real estate finance and
acquisition affiliate of the General Partner. In that capacity, he is
responsible for all of Capital's syndication, finance, acquisition and investor
reporting activities. Mr. Fried practiced corporate law in New York City with
the law firm of Proskauer Rose Goetz & Mendelsohn from 1974 until he joined
Capital in 1979. Mr. Fried graduated from Brooklyn Law School with a Juris
Doctor degree, magna cum laude; from Long Island University Graduate School with
a Master of Science degree in Psychology; and from Michigan State University
with a Bachelor of Arts degree in History.

          ALAN P. HIRMES, 42, is a Senior Vice President of RIAI. Mr. Hirmes 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.

                                      -34-
<PAGE>

          STUART J. BOESKY, 41, is a Vice President of RIAI. Mr. Boesky
practiced real estate and tax law in New York City with the law firm of Shipley
& Rothstein (which subsequently merged with Strook & Strook & Lavan) 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, 36, is a Vice President of RIAI. He 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.

          RICHARD A. PALERMO, 37, is Treasurer of RIAI. Mr. Palermo has been a
Certified Public Accountant in New York since 1985. Prior to joining Related in
September 1993, Mr. Palermo was employed by Sterling Grace Capital Management
from October 1990 to September 1993, Integrated Resources, Inc. from October
1988 to October 1990 and E.F. Hutton & Company, Inc. from June 1986 to October
1988. From October 1982 to June 1986, Mr. Palermo was employed by Marks Shron &
Company and Mann Judd Landau, certified public accountants. Mr. Palermo
graduated from Adelphi University with a Bachelor of Business Administration
Degree.

          LYNN A. McMAHON, 41 is Secretary of RIAI. Since 1983, she has served
as Assistant to the President of Capital. From 1978 to 1983 she was employed at
Sony Corporation of America in the Government Relations Department.



                                      -35-
<PAGE>
Item 11.  Executive Compensation.

          The Partnership has no officers or directors. The Partnership does not
pay or accrue any fees, salaries or other forms of compensation to directors or
officers of the General Partner 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 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.

                       Name and Address of     Amount and Nature of     Percent
Title of Class         Beneficial Owner        Beneficial Ownership     of Class
--------------         ----------------        --------------------     --------

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

          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.

          No person is known by the Partnership to be the beneficial owner of
more than five percent of the Limited Partnership Interests and/or BACs; and
neither the General Partner nor any director or officer of the General Partner
beneficially owns any Limited Partnership Interests or BACs.


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.

          The firm of Battle Fowler LLP renders legal services to the
Partnership. Martin L. Edelman, a former director, is counsel to Battle Fowler
LLP.

                                      -36-
<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                                     17

          Consolidated Balance Sheets at March 31, 1997 and 1996           61

          Consolidated Statements of Operations for the Years Ended
          March 31, 1997, 1996 and 1995                                    62

          Consolidated Statements of Changes in Partners' Capital
          for the Years Ended March 31, 1997, 1996 and 1995                63

          Consolidated Statements of Cash Flows for the Years Ended
          March 31, 1997, 1996 and 1995                                    64

          Notes to Consolidated Financial Statements                       66

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

          Independent Auditors' Report                                     86

          Schedule I - Condensed Financial Information of Registrant       87

          Schedule III - Real Estate and Accumulated Depreciation          90

          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.



                                      -37-
<PAGE>


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

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

(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*

     (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                              82

     (27)      Financial Data Schedule (filed herewith)                    91


               *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.


                                      -38-
<PAGE>
Item 14.       Exhibits, Financial Statement Schedules and Reports on Form 8-K
               (Continued).

(c)            Subsidiaries of Registrant (Exhibit 21)

                                                                 Jurisdiction 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
             

                                      -39-
<PAGE>
          Supplemental Information to be furnished with Reports Filed Pursuant
to Section 15(d) of the Act by Registrants which have Not Registered Securities
Pursuant to Section 12 of the Act.

          No annual report to security holders covering the Registrant's last
fiscal year nor any proxy statement, form of proxy or other proxy soliciting
material with respect to any annual or other meeting of security holders has
been sent to security holders.


                                      -40-
<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 27,1997         By:  /s/ J. Michael Fried
                                 --------------------
                                 J. Michael Fried
                                 President, Chief Executive Officer and Director
                                 (Principal Executive Officer)

                                      -43-
<PAGE>


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



    Signature                          Title                            Date
    ---------                          -----                            ----
                               
/s/ J. Michael Fried    President and Chief Executive Officer 
----------------------  (principal executive officer) and     
J. Michael Fried        Director of Related Independence      
                        Associates Inc.                            June 27, 1997


/s/ Alan P. Hirmes      Senior Vice President                
----------------------  (principal financial officer) of           
Alan P. Hirmes          Related Independence Associates Inc.       June 27, 1997


/s/ Richard A. Palermo  Treasurer (principal accounting officer)    
----------------------  of Related  Independence Associates Inc.   June 27, 1997
Richard A. Palermo


/s/ Stephen M. Ross     Director of Related Independence     
----------------------  Associates Inc.                            June 27, 1997
Stephen M. Ross


                                      -44-
<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 fincancial
statements of Independence Tax Credit Plus L.P. II and Subsidiaries included in
the Form 10-K as presented in our opinion dated June 27, 1997 on page 17, and
based on the reports of other auditors, we have also audited supporting Schedule
I for the 1996, 1995 and 1994 Fiscal Years and Schedule III at March 31, 1997.
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 L.L.P.


June 27, 1997
New York, New York

<PAGE>


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


                            CONDENSED BALANCE SHEETS


                                     ASSETS

                                                              March 31,         
                                                    ----------------------------
                                                        1997              1996  
                                                    -----------      -----------
Cash and cash equivalents                           $ 3,528,297      $ 8,964,005
Cash held in escrow                                   1,231,525        1,243,220
Investment in subsidary partnerships                 39,414,134       37,854,372
Other assets                                             55,615           59,653
                                                    -----------      -----------

   Total assets                                     $44,229,571      $48,121,250
                                                    ===========      ===========


                        LIABILITIES AND PARTNERS' CAPITAL

Due to general partner and affiliates               $   154,236      $    28,755
Other liabilities                                             0            1,548
                                                    -----------      -----------

   Total liabilities                                    154,236           30,303

Partners' capital                                    44,075,335       48,090,947
                                                    -----------      -----------

Total liabilities and partners' capital             $44,229,571      $48,121,250
                                                    ===========      ===========


<PAGE>

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

                       CONDENSED STATEMENTS OF OPERATIONS


                                                         Year Ended March 31,   
                                                    ---------------------------
                                                        1997            1996   
                                                    -----------     -----------
Revenues

   Other income                                     $   204,731     $   491,496
                                                    -----------     -----------

   Total Revenues                                   $   204,731     $   491,496
                                                    ===========     ===========


Expenses

   Financial (principally interest)                           0          16,024
   Administrative and management                        208,172         330,886
   Administrative and management-related parties        189,081         526,307
   Amortization                                          10,000          10,000
                                                    -----------     -----------

   Total expenses                                       407,253         883,217
                                                    -----------     -----------

   Loss from operations                                (202,522)       (391,721)
                                                    -----------     -----------

   Equity in loss of subsidiary partnerships         (3,813,090)     (2,552,668)
                                                    -----------     -----------

Net loss                                            $(4,015,612)    $(2,944,389)
                                                    ===========     ===========


<PAGE>


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

                       CONDENSED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>

                                                                       Year Ended March 31,            
                                                          -----------------------------------------------
                                                              1997             1996               1995   
                                                          -----------      ------------      ------------
<S>                                                       <C>              <C>               <C>          
Cash flows from operating activities:
Net loss                                                  $(4,015,612)     $ (2,944,389)     $ (1,193,217)
                                                          -----------      ------------      ------------

Adjustments to reconcile net loss to net cash
   used in operating activities:

   Amortization                                                10,000            10,000            10,000
   Equity in loss of subsidiary partnerships                3,813,090         2,552,668         1,157,637

   Increase (decrease) in liabilities

   Due to general partners and affiliates                     125,481            28,755           (89,510)
   Other liabilities                                           (1,548)                0           (99,954)
                                                          -----------      ------------      ------------

   Total adjustments                                        3,947,023         2,591,423           978,173
                                                          -----------      ------------      ------------

   Net cash used in operating activities                      (68,589)         (352,966)         (215,044)
                                                          -----------      ------------      ------------

Cash flows from investing activities:

   Investment in subsidiary partnerships                   (5,372,852)      (17,678,489)      (11,275,028)
   (Increase) decrease in other assets                         (5,962)          876,882         1,127,689
   Decrease in cash held in escrow-
     purchase price payments                                   11,695         1,269,700            75,680
   Increase in accounts payable and other liabilities               0               277                 0
                                                          -----------      ------------      ------------

   Net cash used in investing activities                   (5,367,119)      (15,531,630)      (10,071,659)
                                                          -----------      ------------      ------------

Net cash provided by financing activities:

   Distributions                                                    0            15,680                 0
   Increase in offering costs                                       0                 0          (150,903)
   Capital contributions received                                   0                 0         1,030,000
   Decrease in due to general partners
     and affiliates                                                 0                 0           (52,664)
                                                          -----------      ------------      ------------

   Net cash provided by financing activities                        0            15,680           826,433
                                                          -----------      ------------      ------------

Net decrease in cash and cash equivalents                  (5,435,708)      (15,868,916)       (9,460,270)

Cash and cash equivalents, beginning of year                8,964,005        24,832,921        34,293,191
                                                          -----------      ------------      ------------
Cash and cash equivalents, end of year                    $ 3,528,297      $  8,964,005      $ 24,832,921
                                                          ===========      ============      ============
</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, 1997
<TABLE>
<CAPTION>

                                                                                 Cost                Gross Amount Carried           
                                              Initial Cost to Partnership     Capitalized             At Close of Period            
                                              ---------------------------   Subsequent to   ----------------------------------------
                                                            Buildings and    Acquisition:               Buildings and               
Description                     Encumbrances      Land       Improvements    Improvements      Land      Improvements       Total   
-----------                     ------------   ----------   --------------  --------------  ----------   ------------   ------------
<S>                             <C>            <C>           <C>            <C>             <C>          <C>            <C>         
Apartment Complexes                                                                         
Lincoln Renaissance                                                                         
    Reading, PA                 $ 2,600,000    $        0    $ 5,240,173    $   213,623     $    5,373   $  5,448,423   $  5,453,796
United Germano Millgate                                                                                                             
  Limited Partnership                                                                                                               
    Chicago, IL                  10,618,998       580,000      6,070,477     10,105,329        585,374     16,170,432     16,755,806
Mansion Court Associates                                                                                                            
    Philadelphia, PA              1,431,244        19,072      3,224,984        183,450         25,095      3,402,411      3,427,506
Derby Run Associates L.P.                                                                                                           
    Hampton, VA                   4,624,748       407,410      3,069,628      4,557,603        409,771      7,624,870      8,034,641
Renaissance Plaza Assoc                                                                                                             
    Baltimore, MD                 6,660,547       684,255      9,840,170      4,137,905        686,616     13,975,714     14,662,330
Tasker Village                                                                                                                      
    Philadelphia, PA              1,784,881        18,235              0      3,929,038         20,596      3,926,677      3,947,273
Martha Bryant Manor, L.P.                                                                                                           
    Los Angeles, CA               7,806,343       966,577              0     10,198,171        968,938     10,195,810     11,164,748
Colden Oaks Limited                                                                                                                 
  Partnership                                                                                                                       
    Los Angeles, CA               5,308,064       840,374              0      5,872,999        842,735      5,870,638      6,713,373
Brynview Terrace                                                                                                                    
  Limited Partnership                                                                                                               
    Los Angeles, CA                 949,587       175,943              0      1,354,623        178,304      1,352,262      1,530,566
NLEDC, L.P.                                                                                                                         
    Los Angeles, CA               4,520,203       624,000              0      5,881,927        626,361      5,879,566      6,505,927
Creative Choice Homes VI Ltd.                                                                                                       
    Miami, FL                     3,243,746       650,072         13,134      5,332,621        652,433      5,343,394      5,995,827
P&P Homes for the Elderly, L.P.                                                                                                     
    Los Angeles, CA               6,786,592             0              0      9,633,340        642,360      8,990,980      9,633,340
Clear Horizons                                                                                                                      
  Limited Partnership                                                                                                               
    Shreveport, LA                1,290,000        15,304      2,058,729         59,931         17,665      2,116,299      2,133,964
Neptune Venture L.P.                                                                                                                
    Neptune Township, NJ                  0       460,631     10,151,873        114,606        462,465     10,264,645     10,727,110
Affordable Green Associates L.P.                                                                                                    
    New York, NY                  2,237,128        20,500      3,506,961         30,419         22,334      3,535,546      3,557,880
                                -----------    ----------    -----------    -----------     ----------   ------------   ------------
                                $59,862,081    $5,462,373    $43,176,129    $61,605,585     $6,146,420   $104,097,667   $110,244,087
                                ===========    ==========    ===========    ===========     ==========   ============   ============

<CAPTION>
                                                                                     Life on which
                                                                                    Depreciation in
                                                         Year of                     Latest Income
                                       Accumulated    Construction/        Date      Statements is
Description                            Depreciation     Renovation       Acquired    Computed(a)(b)
-----------                            ------------    -------------    ----------   ---------------
<S>                                     <C>               <C>            <C>               <C>  
Apartment Complexes                                                
Lincoln Renaissance                                                
    Reading, PA                         $  405,523        1993-94        Apr. 1993         20-40
United Germano Millgate                                                                  
  Limited Partnership                                                                    
    Chicago, IL                          2,091,698        1993-94        Oct. 1993         10-25
Mansion Court Associates                                                                 
    Philadelphia, PA                       260,148        1993-94        Nov. 1993         40
Derby Run Associates L.P.                                                                
    Hampton, VA                            506,194        1994-95        Feb. 1994         40
Renaissance Plaza Assoc                                                                  
    Baltimore, MD                          719,971        1994-95        Feb. 1994         27.5
Tasker Village                                                                           
    Philadelphia, PA                       161,114        1994-95        May 1994          27.5
Martha Bryant Manor, L.P.                                                                
    Los Angeles, CA                        128,303        1994-95        Sept. 1994        27.5
Colden Oaks Limited                                                                      
  Partnership                                                                            
    Los Angeles, CA                        428,766        1994-95        Sept. 1994        27.5
Brynview Terrace                                                                         
  Limited Partnership                                                                    
    Los Angeles, CA                         22,910        1994-95        Sept. 1994        27.5
NLEDC, L.P.                                                                              
    Los Angeles, CA                        164,331        1994-95        Sept. 1994        27.5
Creative Choice Homes VI Ltd.                                                            
    Miami, FL                              315,870        1994-95        Sept. 1994        40
P&P Homes for the Elderly, L.P.                                                          
    Los Angeles, CA                        129,388        1994-95        Sept. 1994        27.5
Clear Horizons                                                                           
  Limited Partnership                                                                    
    Shreveport, LA                         171,785        1994-95        Dec. 1994         27.5
Neptune Venture L.P.                                                                     
    Neptune Township, NJ                   244,803        1995-96        Apr. 1995         40
Affordable Green Associates L.P.                                                         
    New York, NY                           178,886        1995-96        May 1995          27.5
                                        ---------- 
                                        $5,929,690
                                        ==========                              
<CAPTION>

<S>  <C> 
(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.
</TABLE>

<TABLE>
<CAPTION>
                                                    Cost of Property and Equipment                    Accumulated Depreciation  
                                             --------------------------------------------     --------------------------------------
                                                                                 Year Ended March 31 
                                             ---------------------------------------------------------------------------------------
                                                 1997            1996            1995           1997            1996          1995  
                                             ------------     -----------     -----------     ----------     ----------     --------
<S>                                          <C>              <C>             <C>             <C>            <C>            <C>     
Balance at beginning of period               $ 83,486,772     $44,926,639     $22,190,071     $2,959,862     $  857,939     $ 97,077
Additions during period:
  Improvements                                 26,757,315      38,560,133      22,736,568      
  Depreciation expense                                                                         2,969,828      2,101,923      760,862
Deductions during period:                                                                      
Dispositions                                                            0               0              0              0            0
                                             ------------     -----------     -----------     ----------     ----------     --------
Balance at close of period                   $110,244,087     $83,486,772     $44,926,639     $5,929,690     $2,959,862     $857,939
                                             ============     ===========     ===========     ==========     ==========     ========
</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.