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

                                    FORM 10-K

Mark One)

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

For the fiscal year ended March 31, 2004

                                       OR

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

                         Commission File Number 33-89968

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

          Delaware                                              13-3809869
-------------------------------                           ----------------------
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                               Identification No.)

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

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

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

     None

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

     Limited Partnership Interests and Beneficial Assignment Certificates

     (Title of Class)

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

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

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

       The approximate  aggregate book value of the voting and non-voting common
equity held by  non-affiliates  of the  Registrant  as of September 30, 2003 was
$24,249,000, based on Limited Partner equity as of such date.


                       DOCUMENTS INCORPORATED BY REFERENCE
       None

<PAGE>

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



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


                                       2
<PAGE>

                                     PART I

Item 1. Business.

General
-------

Independence  Tax  Credit  Plus  L.P.  IV  (the   "Partnership")  is  a  limited
partnership which was formed under the laws of the State of Delaware on February
22, 1995. The general partner of the Partnership is Related Independence L.L.C.,
a Delaware limited  liability company (the "General  Partner").  On November 17,
2003,  CharterMac,  acquired  Related  Capital  Company  ("RCC"),  which  is the
indirect  parent of RCC  Manager  L.L.C,  the  managing  member  of the  General
Partner. Pursuant to the acquisition,  CharterMac acquired controlling interests
in the General  Partner.  This acquisition did not affect the Partnership or its
day-to-day operations,  as the majority of the General Partner's management team
remained unchanged.

On July 6, 1995, the Partnership commenced a public offering (the "Offering") of
Beneficial Assignment Certificates ("BACs") representing  assignments of limited
partnership  interests in the  Partnership  ("Limited  Partnership  Interests"),
managed by Related Equities  Corporation (the "Dealer  Manager"),  pursuant to a
prospectus dated July 6, 1995 (the "Prospectus").

The Partnership has received  $45,844,000 of Gross Proceeds of the Offering from
2,759 investors ("BACs holders").  The solicitation for the subscription of BACs
was  terminated as of May 22, 1996 and the final closing  occurred on August 15,
1996.

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";
together with Housing Tax Credits,  "Tax  Credits").  As of March 31, 2004,  the
Partnership  has  acquired an interest in fourteen  Local  Partnerships,  all of
which  have  been   consolidated.   The   Partnership's   investments  in  Local
Partnerships represent from 98.99% to 99.89% interests except for one investment
which is a 58.12%  interest.  As of March 31, 2004, the Partnership has invested
approximately  $37,814,000 (including  approximately  $1,161,000 classified as a
loan  repayable   from   sale/refinancing   proceeds  in  accordance   with  the
Contribution  Agreement  and not  including  acquisition  fees of  approximately
$1,771,000)   of  net  proceeds  in  fourteen   Local   Partnerships   of  which
approximately $1,405,000 remains to be paid to the Local Partnerships (including
approximately  $607,000  being held in escrow)  as certain  benchmarks,  such as
occupancy level, are attained prior to the release of the funds. The Partnership
does not anticipate acquiring additional properties,  but the Partnership may be
required  to fund  potential  purchase  price  adjustments  based on tax  credit
adjustor clauses. See Item 2, Properties, below.

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

                                       3
<PAGE>

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

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

The  Partnership  is subject to the risks  incident to potential  losses arising
from the  management  and  ownership of improved  real estate and poor  economic
conditions.

Segments
--------

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

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

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

Employees
---------

The Partnership does not have any direct  employees.  All services are performed
for the  Partnership  by the  General  Partner and its  affiliates.  The General
Partner  receives  compensation  in the 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 from expenses  incurred in connection with
the performance by their employees of services for the Partnership in accordance
with the  Partnership's  Amended and Restated  Agreement of Limited  Partnership
(the "Partnership Agreement").

Item 2. Properties.

As of March 31, 2004, the Partnership has acquired an interest in fourteen Local
Partnerships,  all of which have been  consolidated.  Except for the interest in
New Zion Apartments,  L.P. ("New Zion"),  the  Partnership's  investment in each
Local Partnership  represents  98.99% or 99.89% of the partnership  interests in
the Local  Partnership.  The  Partnership's  investment  in New Zion  represents
58.12% of the  partnership  interest in the  subsidiary  partnership  (the other
41.86% limited partnership interest is owned by an affiliate of the Partnership,
with the same  management).  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  and to
approve certain major operating and financial  decisions,  the Partnership has a
controlling financial interest in all of the Local Partnerships it has invested.
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 the Local Partnerships
and their properties, including any encumbrances affecting the properties may be
found in Item 15. Schedule III .


                                       4
<PAGE>

<TABLE>
<CAPTION>


                                                               Percentage of Units
Name and Location                                              Occupied  at  May 1,
                                                        --------------------------------
(Number of Units)                       Date Acquired   2004   2003   2002   2001   2000
-----------------                       -------------   ----   ----   ----   ----   ----

<S>                                     <C>             <C>    <C>    <C>    <C>    <C>
BX-8A Team Associates, L.P.             October 1995     98%    93%   100%    95%    95%
  Bronx, NY (41)

Westminster Park Plaza
  (a California Limited Partnership)    June 1996        98%    98%    99%    98%    96%
  Los Angeles, CA (130)

Fawcett Street Limited Partnership      June 1996        97%   100%    98%    98%    98%
  Tacoma, WA (60)

Figueroa Senior Housing                 November 1996    98%    98%   100%    99%    99%
  Limited Partnership
  Los Angeles, CA (66)

NNPHI Senior Housing                    December 1996    97%    99%   100%    99%   100%
  Limited Partnership
  Los Angeles, CA (75)

Belmont/McBride Apartments              January 1997    100%    98%    95%   100%    98%
  Limited Partnership
  Paterson, NJ (42)

Sojourner Douglass, L.P.                February 1997   100%   100%   100%    95%   100%
  Paterson, NJ (20)

New Zion Apartments                     October 1997     96%    95%    88%   100%    99%
  Limited Partnership
  Shreveport, LA (100)

Bakery Village Urban Renewal            December 1997    98%    99%   100%    99%   100%
  Associates, L.P.
  Montclair, NJ (125)

Marlton Housing Partnership, L.P.       May 1998         96%    92%   100%   100%   100%
  (a Pennsylvania limited partnership)
  Philadelphia, PA (25)

GP Kaneohe Limited Partnership          July 1999       100%   100%    98%   100%     0%*
  Kaneohe, HI (44)

KSD Village Apartments, Phase II, Ltd.  July 1999       100%    94%   88%     88%    75%
  Danville, KY (16)

Kanisa Apartments, Ltd.                 October 1999     86%    88%    86%    92%    92%
  Fayette County, KY (59)

Guymon Housing Partners, L.P.           December 1999    96%   100%   100%   100%    92%
  Guymon, OK (92)

</TABLE>

* Project substantially completed but no certificate of occupancy received.


                                       5
<PAGE>


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

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

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

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

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

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

Item 3.  Legal Proceedings.

None

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

None.

                                       6
<PAGE>

                                     PART II


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

As of March 31, 2004, the Partnership had issued and outstanding  45,844 Limited
Partnership  Interests,  each representing a $1,000 capital  contribution to the
Partnership,  or an aggregate  capital  contribution of $45,844,000.  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 45,844 BACs to the purchasers  thereof for an aggregate purchase price of
$45,844,000.  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 May 3, 2004, the Partnership has approximately 2,520 registered holders of
an aggregate of 45,844 BACs.

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

There are no material legal  restrictions  in the  Partnership  Agreement on the
ability of the Partnership to make distributions.

The  Partnership has made no  distributions  to the BACs holders as of March 31,
2004. The Partnership  does not anticipate  providing cash  distributions to its
BACs holders other than from net refinancing or sales proceeds.

                                       7
<PAGE>

Item 6.  Selected Financial Data.

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

                                                             Year Ended March 31,
                               -----------------------------------------------------------------------------
OPERATIONS                         2004            2003*            2002            2001            2000
----------                     ------------    ------------     ------------    ------------    ------------
<S>                            <C>             <C>              <C>             <C>             <C>
Revenues                       $  5,869,146    $  5,799,931     $  5,691,878    $  5,848,287    $  5,318,859

Operating expenses               (8,956,621)     (9,213,437)      (9,032,990)     (9,641,822)     (8,505,735)
                               ------------    ------------     ------------    ------------    ------------

Loss before minority
  interest                       (3,087,475)     (3,413,506)      (3,341,112)     (3,793,535)     (3,186,876)

Minority interest in loss of
  subsidiary partnership             26,201          34,355           34,650          19,869           6,438
                               ------------    ------------     ------------    ------------    ------------


Net loss                       $ (3,061,274)   $ (3,379,151)    $ (3,306,462)   $ (3,773,666)   $ (3,180,438)
                               ============    ============     ============    ============    ============

Net loss per weighted
  average BAC                  $     (66.11)   $     (72.97)    $     (71.40)   $     (81.49)   $     (68.68)
                               ============    ============     ============    ============    ============

<CAPTION>

                                                             Year Ended March 31,
                               -----------------------------------------------------------------------------
FINANCIAL POSITION                 2004            2003             2002            2001            2000
------------------             ------------    ------------     ------------    ------------    ------------
<S>                            <C>             <C>              <C>             <C>             <C>
Total assets                   $ 73,292,160    $ 75,661,500     $ 78,765,789    $ 80,941,604    $ 86,387,370
                               ============    ============     ============    ============    ============

Total liabilities              $ 48,812,277    $ 48,094,142     $ 47,526,993    $ 46,542,781    $ 48,314,082
                               ============    ============     ============    ============    ============


Minority interest              $  1,925,663    $  1,951,864     $  2,244,151    $  2,097,716    $  1,998,515
                               ============    ============     ============    ============    ============

Total partners' capital
  (deficit)                    $ 22,554,220    $ 25,615,494     $ 28,994,645    $ 32,301,107    $ 36,074,773
                               ============    ============     ============    ============    ============
</TABLE>


* Reclassified for comparative purposes.

During  the years  ended  March 31,  2004,  2003,  2002 and 2001,  total  assets
decreased approximately $2,369,000, $3,104,000, $2,176,000 and $5,446,000 due to
depreciation  and  amortization  and a reduction  in cash and cash  equivalents.
During the year ended March 31, 2000,  total assets  increased  primarily due to
the proceeds  from  mortgage and  construction  loans which were utilized in the
investment of Local Partnerships amounting to approximately $10,500,000. For the
year ended March 31, 2000, total assets and liabilities  increased primarily due
to the continued  acquisition of Local  Partnerships.  For the years ended March
31, 2004, 2003, 2002 and 2001,  property and equipment  decreased  approximately
$2,358,000,  $2,532,000, $1,376,000 and $1,152,000 primarily due to depreciation
expense, and for the year ended March 31, 2000, property and equipment increased
approximately  $28,900,000.  During  the years  ended  March 31,  2004 and 2003,
mortgage  notes  decreased  approximately  $89,000 and  $339,000,  respectively.
During the years ended March 31, 2002,  2001 and 2000 mortgage  notes  increased
approximately $79,000, $1,100,000 and $5,000,000, respectively.


                                       8
<PAGE>
<TABLE>
<CAPTION>

                  Selected Quarterly Financial Data (Unaudited)

                                                   Quarter Ended
                        -----------------------------------------------------------------
OPERATIONS                June 30,       September 30,       December 31,      March 31,
                            2003             2003                2003            2004
-----------------       ------------     -------------       ------------     -----------
<S>                     <C>                <C>                <C>             <C>
Revenues                $ 1,502,664        $ 1,494,410        $ 1,463,101     $ 1,408,971


Operating ex-
  penses                 (2,283,832)        (2,259,346)        (2,190,241)     (2,223,202)
                        -----------        -----------        -----------     -----------

Loss before mi-
  nority interest          (781,168)          (764,936)          (727,140)       (814,231)

Minority interest
  in loss of sub-
  sidiaries                   4,721              8,371              8,325           4,784
                        -----------        -----------        -----------     -----------


Net loss                $  (776,447)       $  (756,565)       $  (718,815)    $  (809,447)
                        ===========        ===========        ===========     ===========


Net loss per
  weighted aver-
  age BAC               $    (16.77)       $    (16.34)       $    (15.52)    $    (17.48)
                        ===========        ===========        ===========     ===========

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

Revenues                $ 1,437,589        $ 1,433,425        $ 1,458,348     $ 1,470,569


Operating ex-
  penses                 (2,207,677)        (2,195,623)        (2,192,489)     (2,617,648)
                        -----------        -----------        -----------     -----------

Loss before mi-
  nority interest          (770,088)          (762,198)          (734,141)     (1,147,079)

Minority interest
  in loss of sub-
  sidiaries                   8,216              7,722              2,572          15,845
                        -----------        -----------        -----------     -----------


Net loss                $  (761,872)       $  (754,476)       $  (731,569)    $(1,131,234)
                        ===========        ===========        ===========     ===========

Net loss per
  weighted aver-
  age BAC               $    (16.45)       $    (16.29)       $    (15.79)    $    (24.44)
                        ===========        ===========        ===========     ===========
</TABLE>


* Reclassified for comparative purposes.

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

The  Partnership has made no  distributions  to the BACs holders as of March 31,
2004.

                                       9
<PAGE>

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

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

The  Partnership's  primary source of funds include (i) interest earned on Gross
Proceeds  which are  invested in  tax-exempt  money market  instruments  pending
purchase  price  adjustments  of Local  Partnerships  and (ii)  working  capital
reserve  and  interest  thereon.   All  these  sources  are  available  to  meet
obligations of the Partnership.

The Partnership has received  $45,844,000 in gross proceeds for BACs pursuant to
a public  offering,  resulting  in net  proceeds  available  for  investment  of
approximately $36,446,000 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, 2004, the  Partnership  has invested  approximately  $37,814,000
(including   approximately  $1,161,000  classified  as  a  loan  repayable  from
sale/refinancing  proceeds in accordance with the Contribution Agreement and not
including  acquisition  fees of  approximately  $1,771,000)  of net  proceeds in
fourteen Local Partnerships of which approximately $1,405,000 remains to be paid
to the  Local  Partnerships  (including  approximately  $607,000  being  held in
escrow) as certain  benchmarks,  such as occupancy  level, are attained prior to
the release of the funds.  During the year ended March 31,  2004,  approximately
$188,000 was paid to Local  Partnerships,  including purchase price adjustments.
The Partnership does not anticipate  acquiring  additional  properties,  but the
Partnership may be required to fund potential  purchase price  adjustments based
on tax credit adjustor  clauses.  There were no such adjustments made during the
year ended March 31, 2004.

For the year ended March 31, 2004, cash and cash  equivalents of the Partnership
and  its  fourteen  consolidated  Local  Partnerships  decreased   approximately
($307,000)  due to the  acquisition  of property  and  equipment  ($47,000),  an
increase in cash held in escrow relating to investing activities ($320,000), net
proceeds and repayments of mortgage loans ($89,000) and a net decrease in due to
local  general  partners  and  affiliated   relating  to  investing   activities
($481,000),  which  exceeded cash provided by operating  activities  ($630,000).
Included  in the  adjustments  to  reconcile  the net loss to cash  provided  by
operations is depreciation and amortization of approximately $2,476,000.

A working  capital  reserve has been  designated  from the  Partnership's  funds
available  for  investment,  which  includes  amounts  which may be required for
potential  purchase price adjustments  based on tax credit adjustor clauses.  At
March 31, 2004,  approximately  $110,000 of this reserve  remained  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
year ended March 31, 2004, there were no distributions from Local  Partnerships.
Management anticipates receiving  distributions in the future, although not to a
level sufficient to permit providing cash distributions to the BACs holders.

The Partnership had negotiated  Operating  Deficit Guaranty  Agreements with the
development stage Local Partnerships by which the general partners of such Local
Partnerships  and/or their affiliates have agreed to fund operating deficits for
a  specified  period  of time.  The  terms  of the  Operating  Deficit  Guaranty
Agreements  vary for each of  these  Local  Partnerships,  with  maximum  dollar
amounts to be funded for a  specified  period of time,  generally  three  years,
commencing  on the  break-even  date.  As of March 31, 2004 and 2003,  the gross
amounts of the Operating Deficit Guarantees aggregate  approximately  $1,897,000
and $2,159,000, respectively. As of March 31, 2004, $0 has been funded under the
Operating Deficit Guaranty Agreements. Amounts funded under such agreements will
be treated as non-interest  bearing loans, which will be paid only out of 50% of
available cash flow or out of available net sale or refinancing proceeds.

Partnership   management  fees  owed  to  the  General   Partner   amounting  to
approximately  $1,630,000 and $1,292,000 were accrued and unpaid as of March 31,
2004 and 2003, respectively.

The Partnership has invested all of the net proceeds available for investment in
fourteen Local Partnerships, of which all will generate tax credits in 2004. Due
to increased  market demand for  investments in properties that were eligible to
receive tax credits at the time the  Partnership  was  investing its capital and

                                       10
<PAGE>

limitations on the types of investments which may be obtained by the Partnership
the purchase price for interests in Local  Partnerships  which are qualified for
purchase  by the  Partnership  have  increased.  As a result  of these  changes,
management  does not believe  that the  Partnership  has been able to invest the
proceeds  available for investment in a manner which will enable the Partnership
to achieve tax credits in the range of $140-150 for each $1,000 BAC each year in
which the Partnership is receiving its full entitlement of tax credits.

Management is not aware of any trends or events,  commitments or  uncertainties,
which  have not  otherwise  been  disclosed  that  will or are  likely to impact
liquidity in a material way.  Management  believes the only impact would be from
laws  that  have not yet been  adopted.  The  portfolio  is  diversified  by the
location of the  properties  around the United States so that if one area of the
country is experiencing  downturns in the economy,  the remaining  properties in
the   portfolio   may  be   experiencing   upswings.   However  the   geographic
diversification  of the portfolio may not protect against a general  downturn in
the  national  economy.  The tax  credits  will be attached to the project for a
period of ten  years,  and will be  transferable  with the  property  during the
remainder of such ten-year period. If trends in the real estate market warranted
the sale of a property,  the  remaining  tax credits  would  transfer to the new
owner, thereby adding value to the property on the market.  However,  such value
declines  each year and is not  included  in the  financial  statement  carrying
amount.

Tabular Disclosure of Contractual Obligations
---------------------------------------------

The following  table  summarizes the  Partnership's  commitments as of March 31,
2004 to make future  payments under its debt  agreements  and other  contractual
obligations.
<TABLE>
<CAPTION>
                                    Less
                                    than          1 - 3         3 -5          More than
                     Total         1 Year         Years         Years          5 Years
                   -----------    --------      ----------     --------      -----------
<S>                <C>            <C>           <C>            <C>           <C>
Mortgage notes
   payable (a)     $36,312,132    $535,998      $1,082,869     $997,401      $33,695,864
                   ===========    ========      ==========     ========      ===========
</TABLE>

(a)  The  mortgage  loans are  payable  in  aggregate  monthly  installments  of
     approximately  $128,000 including principal and interest with rates varying
     from 0% to 9.11%  per  annum  and have  maturity  dates  ranging  from 2004
     through 2051. The loans are collateralized by the land and buildings of the
     subsidiary partnerships, the assignment of certain subsidiary partnerships'
     rents and leases, and are without further recourse.

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

The Partnership has no off-balance sheet arrangements.

Critical Accounting Policies
----------------------------

In  preparing  the  consolidated  financial  statements,   management  has  made
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities at the date of the financial  statements and the reported amounts of
revenues and expenses during the reporting periods.  Actual results could differ
from those  estimates.  Set forth below is a summary of the accounting  policies
that  management  believes are critical to the  preparation of the  consolidated
financial statements.

a)  Property and Equipment

Property and  equipment  to be held and used are carried at cost which  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.
The Partnership complies with Statement of Financial Accounting Standards (SFAS)
No. 144 "Accounting for the Impairment or Disposal of Long-Lived Assets". A loss
on  impairment  of  assets  is  recorded  when  management   estimates   amounts
recoverable   through  future   operations  and  sale  of  the  property  on  an
undiscounted basis are below depreciated cost. At that time property investments

                                       11
<PAGE>

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, 2004, the  Partnership has not recorded any loss on impairment
of assets or reductions to estimated fair value.

b)  Income Taxes

No  provision  has been made for income taxes in the  accompanying  consolidated
financial  statements  since such taxes, if any, are the  responsibility  of the
individual partners.  For income tax purposes, the Partnership has a fiscal year
ending December 31.

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

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

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

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

The net loss  for the  years  ended  March  31,  2004,  2003  and  2002  totaled
$3,061,274, $3,379,151 and $3,306,462, respectively.

The  Partnership  and BACs holders  began  recognizing  Housing Tax Credits with
respect  to a  property  when the credit  period  for such  property  commenced.
Because of the time  required  for the  acquisition,  completion  and rent-up of
properties,  the amount of Tax Credits per BAC has gradually  increased over the
first three years of the Partnership.  Housing Tax Credits not recognized in the
first  three  years will be  recognized  in the 11th  through  13th  years.  The
Partnership generated $5,356,758 of Housing Tax Credits during each of the 2003,
2002 and 2001 tax years.

The Partnership's results of operations for the years ended March 31, 2004, 2003
and 2002 consisted  primarily of the results of the Partnership's  investment in
fourteen  consolidated  Local  Partnerships.  The majority of Local  Partnership
income  continues  to be in the form of  rental  income  with the  corresponding
expenses being divided among operations, depreciation and mortgage interest.

2004 vs. 2003
-------------

Rental income  increased  approximately  2% for the year ended March 31, 2004 as
compared to the  corresponding  period  ended March 31, 2003,  primarily  due to
rental rate increases.

Other income decreased  approximately  $39,000 for the year ended March 31, 2004
as compared to the corresponding period ended March 31, 2003, primarily due to a

                                       12
<PAGE>

decrease in interest earned on cash and equivalents due to smaller  balances and
lower interest rates at the Local  Partnerships and at the Partnership level, as
well as a  decrease  in  interest  earned  on a capital  installment  at a Local
Partnership.

Total expenses,  excluding general and administrative,  repairs and maintenance,
taxes and insurance, remained fairly consistent with a decrease of approximately
4% for the year ended March 31, 2004 as  compared  to the  corresponding  period
ended March 31, 2003.

General and administrative  decreased  approximately $270,000 for the year ended
March 31, 2004 as compared to the  corresponding  period  ended March 31,  2003,
primarily  due  to  one-time   administrative   incentive   fees  at  two  Local
Partnerships in the prior year.

Repairs and  maintenance  increased  approximately  $101,000  for the year ended
March 31, 2004 as compared to the  corresponding  period  ended March 31,  2003,
primarily due to tree trimming and fence  replacement  at one Local  Partnership
and roof and gate repairs at a second Local Partnership.

Taxes  decreased  approximately  $44,000  for the year ended  March 31,  2004 as
compared to the  corresponding  period ended March 31, 2003,  primarily due to a
payment of back property taxes by one Local Partnership in the prior year.

Insurance increased  approximately  $72,000 for the year ended March 31, 2004 as
compared to the  corresponding  period  ended March 31, 2003,  primarily  due to
increases in insurance premiums at the Local Partnerships.

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

Rental income  increased  approximately  3% for the year ended March 31, 2003 as
compared to the  corresponding  period  ended March 31, 2002,  primarily  due to
rental rate increases.

Other income decreased  approximately  $52,000 for the year ended March 31, 2003
as compared to the corresponding period ended March 31, 2002, primarily due to a
decrease in interest  earned on cash and equivalents due to lower interest rates
and smaller balances at the Local Partnerships and at the Partnership level.

Total expenses,  excluding general and  administrative,  repairs and maintenance
and  taxes  and  insurance,  remained  fairly  consistent  with  a  decrease  of
approximately  2%  for  the  year  ended  March  31,  2003  as  compared  to the
corresponding period ended March 31, 2002.

General and administrative  increased  approximately $279,000 for the year ended
March 31, 2003 as compared to the  corresponding  period  ended March 31,  2002,
primarily  due  to  one-time   administrative   incentive   fees  at  two  Local
Partnerships.

Repairs and maintenance  decreased  approximately  $124,000,  for the year ended
March 31, 2003 as compared to the  corresponding  period  ended March 31,  2002,
primarily  due to a decrease in security  and  exterminating  costs at one Local
Partnership.

Taxes  increased  approximately  $44,000  for the year ended  March 31,  2003 as
compared to the  corresponding  period ended March 31, 2002,  primarily due to a
payment of back property taxes by one Local Partnership.

Insurance increased  approximately $71,000, for the year ended March 31, 2003 as
compared to the corresponding  period ended March 31, 2002,  primarily due to an
increase in liability insurance premiums at the Local Partnerships.

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 financial  viability of one or more of the Local
Partnerships.

                                       13
<PAGE>

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 HUD to make the rental  assistance  payments it has
contracted to make; and that when the rental  assistance  contracts expire there
may not be  market  demand  for  apartments  at  full  market  rents  in a Local
Partnership's Apartment Complex.

The Local  Partnerships  are impacted by inflation  in several  ways.  Inflation
allows for  increases in rental rates  generally to reflect the impact of higher
operating and  replacement  costs.  Furthermore,  inflation  generally  does not
impact the fixed long-term financing under which real property  investments were
purchased. Inflation also affects the Local Partnerships adversely by increasing
operating costs as, for example, for such items as fuel, utilities and labor.

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

The Partnership does not have any market risk sensitive instruments.

                                       14
<PAGE>

Item 8.  Financial Statements and Supplementary Data.
<TABLE>
<CAPTION>

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

       <S>                                                                              <C>
       Report of Independent Registered Public Accounting Firm                          16

       Consolidated Balance Sheets at March 31, 2004 and 2003                           50

       Consolidated Statements of Operations for the Years Ended March 31, 2004,
       2003 and 2002                                                                    51

       Consolidated  Statements of Changes in Partners'  Capital  (Deficit) for the
       Years Ended March 31, 2004, 2003 and 2002                                        52

       Consolidated Statements of Cash Flows for the Years Ended March 31, 2004,
       2003 and 2002                                                                    53

       Notes to Consolidated Financial Statements                                       55
</TABLE>

                                       15
<PAGE>

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



TO THE PARTNERS OF
INDEPENDENCE TAX CREDIT PLUS L.P. IV AND SUBSIDIARIES


         We  have  audited  the  accompanying  consolidated  balance  sheets  of
INDEPENDENCE  TAX CREDIT  PLUS L.P.  IV AND  SUBSIDIARIES  (a  Delaware  limited
partnership)  as of  March  31,  2004 and  2003,  and the  related  consolidated
statements of operations,  changes in partners' capital (deficit) and cash flows
for the years ended March 31, 2004, 2003 and 2002.  These  financial  statements
are the responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audits. We did not
audit the  financial  statements of fourteen,  thirteen and thirteen  subsidiary
partnerships, whose losses aggregated $2,485,937,  $2,801,465 and $2,718,128 for
the years ended March 31, 2004,  2003 and 2002,  respectively,  and whose assets
constituted  96% and 97% of  consolidated  assets  at March  31,  2004 and 2003,
respectively. Those statements were audited by other auditors whose reports have
been  furnished  to us, and our  opinion,  insofar as it relates to the  amounts
included for these  subsidiary  partnerships,  is based solely on the reports of
the other auditors.

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

         In our  opinion,  based on our  audits  and the  reports  of the  other
auditors,  the  consolidated  financial  statements  referred  to above  present
fairly,  in all material  respects,  the financial  position of INDEPENDENCE TAX
CREDIT PLUS L.P.  IV AND  SUBSIDIARIES  as of March 31,  2004 and 2003,  and the
results of their  operations  and their cash flows for the years ended March 31,
2004, 2003 and 2002 in conformity with accounting  principles generally accepted
in the United States of America.



/s/ Friedman Alpren & Green LLP
Friedman Alpren & Green LLP
New York, New York
May 17, 2004

                                       16
<PAGE>

[LETTERHEAD OF REZNICK FEDDER & SILVERMAN]

INDEPENDENT AUDITORS' REPORT

To the Partners
BX 8A Team Associates, L.P.

We have audited the accompanying  balance sheet of BX 8A Team  Associates,  L.P.
for the years ended  December 31, 2003 and 2002,  and the related  statements of
operations,  changes in partners'  equity (deficit) and cash flows for the years
then  ended.   These  financial   statements  are  the   responsibility  of  the
Partnership's  management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of BX 8A Team Associates,  L.P. as
of December 31, 2003 and 2002,  and the results of its  operations  and its cash
flows for the  years  then  ended,  in  conformity  with  accounting  principles
generally accepted in the United States of America.

/s/ Reznick Fedder & Silverman
Atlanta, Georgia
February 3, 2004

                                       17
<PAGE>


[LETTERHEAD OF REZNICK FEDDER & SILVERMAN]

INDEPENDENT AUDITORS' REPORT

To the Partners
BX 8A Team Associates, L.P.

We have audited the accompanying  balance sheet of BX 8A Team  Associates,  L.P.
for the years ended  December 31, 2002 and 2001,  and the related  statements of
operations,  changes in partners'  equity  (deficit) and cash flows for the year
then  ended.   These  financial   statements  are  the   responsibility  of  the
Partnership's  management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audit in accordance with auditing standards  generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the 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 BX 8A Team Associates,  L.P. as
of December 31, 2002 and 2001,  and the results of its  operations  and its cash
flows for the  years  then  ended,  in  conformity  with  accounting  principles
generally accepted in the United States of America.

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

/s/ Reznick Fedder & Silverman
Atlanta, Georgia
February 8, 2003

                                       18
<PAGE>

[LETTERHEAD OF REZNICK FEDDER & SILVERMAN]

INDEPENDENT AUDITORS' REPORT

To the Partners
Westminster Park Plaza

We have audited the accompanying  balance sheets of Westminster Park Plaza, L.P.
as of December  31, 2003 and 2002,  and the related  statements  of  operations,
partners'  deficit  and cash flows for the years  then  ended.  These  financial
statements  are  the  responsibility  of  the  Partnership's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the 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 Westminster Park Plaza, L.P. as
of December 31, 2003 and 2002, and the results of its operations, the changes in
partners'  deficit  and its cash flows for the years then ended,  in  conformity
with accounting principles generally accepted in the United States of America.

/s/ Reznick Fedder & Silverman
Sacramento, California
January 16, 2004

                                       19
<PAGE>


[LETTERHEAD OF REZNICK FEDDER & SILVERMAN]

INDEPENDENT AUDITORS' REPORT

To the Partners
Westminster Park Plaza

We have audited the accompanying  balance sheets of Westminster Park Plaza, L.P.
as of December  31, 2002 and 2001,  and the related  statements  of  operations,
partners'  deficit  and cash flows for the years  then  ended.  These  financial
statements  are  the  responsibility  of  the  Partnership's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the 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 Westminster Park Plaza, L.P. as
of December 31, 2002 and 2001, and the results of its operations, the changes in
partners'  deficit  and its cash flows for the years then ended,  in  conformity
with accounting principles generally accepted in the United States of America.

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

/s/ Reznick Fedder & Silverman
Atlanta, Georgia
January 16, 2003

                                       20
<PAGE>

[LETTERHEAD OF MCDANIEL & HALLSTROM]

To the Partners
FAWCETT STREET LIMITED PARTNERSHIP
Tacoma, Washington

INDEPENDENT AUDITOR'S REPORT

We have  audited  the  accompanying  balance  sheets of FAWCETT  STREET  LIMITED
PARTNERSHIP  as of December  31, 2003 and 2002,  and the related  statements  of
operations,  partners'  equity and cash flows for the years  then  ended.  These
financial statements are the responsibility of the Partnership's management. Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  financial  position  of  FAWCETT  STREET  LIMITED
PARTNERSHIP  as of December 31, 2003 and 2002, and the results of its operations
and its cash  flows for the  years  then  ended in  conformity  with  accounting
principles generally accepted in the United States of America.

/s/ McDaniel & Hallstrom, CPA's
Belfair, Washington
February 6, 2004


                                       21
<PAGE>


[LETTERHEAD OF MCDANIEL & HALLSTROM]

To the Partners
FAWCETT STREET LIMITED PARTNERSHIP
Tacoma, Washington

INDEPENDENT AUDITOR'S REPORT

We have  audited  the  accompanying  balance  sheets of FAWCETT  STREET  LIMITED
PARTNERSHIP  as of December  31, 2002 and 2001,  and the related  statements  of
operations,  partners'  equity and cash flows for the years  then  ended.  These
financial statements are the responsibility of the Partnership's management. Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  financial  position  of  FAWCETT  STREET  LIMITED
PARTNERSHIP  as of December 31, 2002 and 2001, and the results of its operations
and its cash  flows for the  years  then  ended in  conformity  with  accounting
principles generally accepted in the United States of America.

/s/ McDaniel & Hallstrom, CPA's
Belfair, Washington
February 1, 2003


                                       22
<PAGE>


[LETTERHEAD OF CLIFFORD R. BENN]

INDEPENDENT AUDITOR'S REPORT

General Partner
Figueroa Senior Housing Limited Partnership
Los Angeles, California

I have audited the balance sheet of Figueroa Senior Housing Limited  Partnership
at December 31, 2003, and the related  statements of loss,  changes in partners'
capital,  and cash flow for the year then ended. These financial  statements are
the responsibility of Figueroa Senior Housing Limited 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
used in the United States of America.  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 Figueroa  Senior Housing Limited
Partnership at December 31, 2003, and the results of its operations for the year
then ended in conformity with generally accepted  accounting  principles used in
the United States of America.

/s/ Clifford Benn, CPA
February 12, 2004
Carson, California


                                       23
<PAGE>



[LETTERHEAD OF CLIFFORD R. BENN]

INDEPENDENT AUDITOR'S REPORT

General Partner
Figueroa Senior Housing Limited Partnership
Los Angeles, California

I have audited the balance sheet of Figueroa Senior Housing Limited  Partnership
at December 31, 2002, and the related  statements of loss,  changes in partners'
capital,  and cash flow for the year then ended. These financial  statements are
the responsibility of Figueroa Senior Housing Limited 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
used in the United States of America.  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 Figueroa  Senior Housing Limited
Partnership at December 31, 2002, and the results of its operations for the year
then ended in conformity with generally accepted  accounting  principles used in
the United States of America.

/s/ Clifford Benn, CPA
March 3, 2003
Carson, California

                                       24
<PAGE>


[LETTERHEAD OF CLIFFORD R. BENN]

INDEPENDENT AUDITOR'S REPORT

General Partner
Figueroa Senior Housing Limited Partnership
Los Angeles, California

I have audited the balance sheet of Figueroa Senior Housing Limited  Partnership
at December 31, 2001, and the related  statements of loss,  changes in partners'
capital,  and cash flow for the year then ended. These financial  statements are
the responsibility of Figueroa Senior Housing Limited 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 Figueroa  Senior Housing Limited
Partnership  at December 31, 2001 and the results of its operations for the year
then ended in conformity with generally accepted accounting principles.

/s/ Clifford Benn, CPA
February 27, 2002
Carson, California

                                       25
<PAGE>


[LETTERHEAD OF CLIFFORD R. BENN]

INDEPENDENT AUDITOR'S REPORT

General Partner
NNPHI Senior Housing, L.P.
Los Angeles, California

I have audited the balance sheet of NNPHI Senior  Housing,  L.P. at December 31,
2003, and the related statements of loss, changes in partners' capital, and cash
flow for the year then ended. These financial  statements are the responsibility
of NNPHI Senior Housing,  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
used in the United States of America.  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 NNPHI Senior  Housing,  L.P. at
December 31, 2003,  and the results of its operations for the year then ended in
conformity  with generally  accepted  accounting  principles  used in the United
States of America.

/s/ Clifford Benn, CPA
February 14, 2004
Carson, California

                                       26
<PAGE>


[LETTERHEAD OF CLIFFORD R. BENN]

INDEPENDENT AUDITOR'S REPORT

General Partner
NNPHI Senior Housing, L.P.
Los Angeles, California

I have audited the balance sheet of NNPHI Senior  Housing,  L.P. at December 31,
2002, and the related statements of loss, changes in partners' capital, and cash
flow for the year then ended. These financial  statements are the responsibility
of NNPHI Senior Housing,  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
used in the United States of America.  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 NNPHI Senior  Housing,  L.P. at
December 31, 2002 and the results of its  operations  for the year then ended in
conformity  with generally  accepted  accounting  principles  used in the United
States of America.

/s/ Clifford Benn, CPA
February 17, 2003
Carson, California

                                       27
<PAGE>


[LETTERHEAD OF CLIFFORD R. BENN]

INDEPENDENT AUDITOR'S REPORT

General Partner
NNPHI Senior Housing, L.P.
Los Angeles, California

I have audited the balance sheet of NNPHI Senior  Housing,  L.P. at December 31,
2001, and the related statements of loss, changes in partners' capital, and cash
flow for the year then ended. These financial  statements are the responsibility
of NNPHI Senior Housing,  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 NNPHI Senior  Housing,  L.P. at
December 31, 2001 and the results of its  operations  for the year then ended in
conformity with generally accepted accounting principles.

/s/ Clifford Benn, CPA
January 31, 2002
Carson, California

                                       28
<PAGE>


[LETTERHEAD OF REZNICK FEDDER & SILVERMAN]

INDEPENDENT AUDITORS' REPORT

To the Partners
Belmont/McBride Apartments
Urban Renewal Associates Limited Partnership

We have audited the accompanying  balance sheets of  Belmont/McBride  Apartments
Urban Renewal Associates  Limited  Partnership as of December 31, 2003 and 2002,
and the related  statements of operations,  partners'  equity (deficit) and cash
flows  for  the  years  then  ended.   These   financial   statements   are  the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  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  Belmont/McBride  Apartments
Urban Renewal Associates  Limited  Partnership as of December 31, 2003 and 2002,
and the results of its operations, the changes in partners' equity (deficit) and
cash flows for the years then ended, in conformity  with  accounting  principles
generally accepted in the United States of America.

/s/ Reznick Fedder & Silverman
Baltimore, Maryland
January 23, 2004

                                       29
<PAGE>


[LETTERHEAD OF REZNICK FEDDER & SILVERMAN]

INDEPENDENT AUDITORS' REPORT

To the Partners
Belmont/McBride Apartments
Urban Renewal Associates Limited Partnership

We have audited the accompanying  balance sheets of  Belmont/McBride  Apartments
Urban Renewal Associates  Limited  Partnership as of December 31, 2002 and 2001,
and the related  statements of operations,  partners'  equity (deficit) and cash
flows  for  the  years  then  ended.   These   financial   statements   are  the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  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  Belmont/McBride  Apartments
Urban Renewal Associates  Limited  Partnership as of December 31, 2002 and 2001,
and the results of its operations, the changes in partners' equity (deficit) and
cash flows for the years then ended, in conformity  with  accounting  principles
generally accepted in the United States of America.

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

                                       30
<PAGE>


[LETTERHEAD OF COLE, EVANS & PETERSON]

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

To the Partners
New Zion Apartments Limited Partnership
Shreveport, Louisiana

We have audited the  accompanying  balance sheet of New Zion Apartments  Limited
Partnership,  HUD Project No. LA48E000011, at December 31, 2003, and the related
statements of income,  partners' capital and cash flows for the year then ended.
These  financial   statements  are  the   responsibility  of  the  Partnership's
management.  Our  responsibility  is to express  an  opinion on 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 New
Zion Apartments Limited  Partnership,  HUD Project No. LA48E000011,  at December
31, 2003 and the results of its operations,  changes in capital,  and cash flows
for the year then ended in conformity with U.S.  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, 2003 taken as a whole. The
supplementary  Schedules 1, 2 and 3 are  presented  for  purposes of  additional
analysis and are not a required  part of the basic  financial  statements.  Such
information has been subjected to the audit  procedures  applied in the audit of
the basic  financial  statements  and, in our opinion,  is fairly  stated in all
material  respects  in  relation to the basic  financial  statements  taken as a
whole.

In accordance with Government Auditing  Standards,  we have also issued a report
dated  February 10, 2004 on our  consideration  of New Zion  Apartments  Limited
Partnership's internal control, and on its compliance with certain provisions of
laws, regulations,  contracts, and grants. Those reports are an integral part of
an audit performed in accordance with Government  Auditing  Standards and should
be read in conjunction with this report in considering the results of our audit.

/s/ Cole, Evans & Peterson
Shreveport, Louisiana
Federal ID No. 72-0506596
Lead Auditor: Steven W. Hedgepeth
February 10, 2004



                                       31
<PAGE>


[LETTERHEAD OF COLE, EVANS & PETERSON]

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

To the Partners
New Zion Apartments Limited Partnership
Shreveport, Louisiana

We have audited the  accompanying  balance sheet of New Zion Apartments  Limited
Partnership,  HUD Project No. LA48E000011, at December 31, 2002, and the related
statements of income,  partners' capital and cash flows for the year then ended.
These  financial   statements  are  the   responsibility  of  the  Partnership's
management.  Our  responsibility  is to express  an  opinion on 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 New
Zion Apartments Limited  Partnership,  HUD Project No. LA48E000011,  at December
31, 2002 and the results of its operations,  changes in capital,  and cash flows
for the year then ended in conformity with U.S.  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, 2002 taken as a whole. The
supplementary  Schedules 1, 2 and 3 are  presented  for  purposes of  additional
analysis and are not a required  part of the basic  financial  statements.  Such
information has been subjected to the audit  procedures  applied in the audit of
the basic  financial  statements  and, in our opinion,  is fairly  stated in all
material  respects  in  relation to the basic  financial  statements  taken as a
whole.

In accordance with Government Auditing  Standards,  we have also issued a report
dated  February 10, 2003 on our  consideration  of New Zion  Apartments  Limited
Partnership's internal control, and on its compliance with certain provisions of
laws, regulations,  contracts, and grants. Those reports are an integral part of
an audit performed in accordance with Government  Auditing  Standards and should
be read in conjunction with this report in considering the results of our audit.

/s/ Cole, Evans & Peterson
Shreveport, Louisiana
Federal ID No. 72-0506596
Lead Auditor: Steven W. Hedgepeth
February 10, 2003



                                       32
<PAGE>


[LETTERHEAD OF COLE, EVANS & PETERSON]

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

To the Partners
New Zion Apartments Limited Partnership
Shreveport, Louisiana

We have audited the  accompanying  balance sheet of New Zion Apartments  Limited
Partnership,  HUD Project No. LA48E000011, at December 31, 2001, and the related
statements of income,  partners' capital and cash flows for the year then ended.
These  financial   statements  are  the   responsibility  of  the  Partnership's
management.  Our  responsibility  is to express  an  opinion on 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 New
Zion Apartments Limited  Partnership,  HUD Project No. LA48E000011,  at December
31, 2001 and the results of its operations,  changes in capital,  and cash flows
for the year then ended in conformity with U.S.  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, 2001 taken as a whole. The
supplementary  Schedules 1, 2 and 3 are  presented  for  purposes of  additional
analysis and are not a required  part of the basic  financial  statements.  Such
information has been subjected to the audit  procedures  applied in the audit of
the basic  financial  statements  and, in our opinion,  is fairly  stated in all
material  respects  in  relation to the basic  financial  statements  taken as a
whole.

In accordance  with Government  Auditing  Standards and the  Consolidated  Audit
Guide for Audits of HUD Programs  issued by the U.S.  Department  of Housing and
Urban  Development,  we have also issued a report dated  February 8, 2002 on our
consideration of New Zion Apartments Limited Partnership's internal control, and
reports dated  February 8, 2002, on its  compliance  with laws and  regulations,
compliance   with   specific   requirements   applicable  to  Fair  Housing  and
Non-Discrimination,  and  compliance  with specific  requirements  applicable to
major  HUD-assisted  programs.  Those  reports are an integral  part of an audit
performed in accordance with Government Auditing Standards and should be read in
conjunction with this report in considering the results of our audit.

/s/ Cole, Evans & Peterson
Shreveport, Louisiana
Federal ID No. 72-0506596
Lead Auditor: Steven W. Hedgepeth
February 8, 2002



                                       33
<PAGE>


[LETTERHEAD OF REZNICK FEDDER & SILVERMAN]

INDEPENDENT AUDITORS' REPORT

To the Partners
Bakery Village Urban Renewal Associates, L.P.

We have audited the accompanying  balance sheets of Bakery Village Urban Renewal
Associates, L.P. as of December 31, 2003 and 2002, and the related statements of
operations,  partners' equity (deficit) and cash flows for the years then ended.
These  financial   statements  are  the   responsibility  of  the  Partnership's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of Bakery Village Urban Renewal
Associates,  L.P.  as of  December  31,  2003 and 2002,  and the  results of its
operations, the changes in partners' equity (deficit) and its cash flows for the
years then ended, in conformity with accounting principles generally accepted in
the United States of America.

/s/ Reznick Fedder & Silverman
Baltimore, Maryland
February 3, 2004


                                       34
<PAGE>


[LETTERHEAD OF REZNICK FEDDER & SILVERMAN]

INDEPENDENT AUDITORS' REPORT

To the Partners
Bakery Village Urban Renewal Associates, L.P.

We have audited the  accompanying  balance sheet of Bakery Village Urban Renewal
Associates,  L.P.  as of  December  31,  2001,  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 auditing standards  generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of Bakery Village Urban Renewal
Associates, L.P. as of December 31, 2001, and the results of its operations, the
changes  in  partners'  equity and its cash  flows for the year then  ended,  in
conformity with accounting principles generally accepted in the United States of
America.

/s/ Reznick Fedder & Silverman
Baltimore, Maryland
January, 17, 2002



                                       35
<PAGE>


[LETTERHEAD OF KOCH GROUP & COMPANY, LLP]

INDEPENDENT AUDITORS' REPORT

To the Partners
Sojourner Douglas Urban Renewal Partnership, L.P.

We have  audited the  accompanying  balance  sheet of  Sojourner  Douglas  Urban
Renewal  Partnership,  L.P. (A Limited Partnership) as of December 31, 2003, and
the related  statements of operations,  partners'  equity  (deficiency) and cash
flows for the year then ended. These financial statements are the responsibility
of the Partnership's management.  Our responsibility is to express an opinion on
these financial statements based on our audit.

We conducted our audit in accordance with auditing standards  generally accepted
in the  United  States of  America.  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 Sojourner Douglas Urban Renewal
Partnership,  L.P. (A Limited  Partnership)  as of December  31,  2003,  and the
results of its operations,  the changes in partners' equity (deficiency) and its
cash  flows for the year then ended in  conformity  with  accounting  principles
generally accepted in the United States of America.

/s/ Koch Group & Company, LLP
New York, New York
January, 29, 2004



                                       36
<PAGE>


[LETTERHEAD OF FRIEDMAN ALPREN & GREEN LLP]

INDEPENDENT AUDITORS' REPORT

To the Partners
Sojourner Douglas Urban Renewal Partnership, L.P.

We have  audited the  accompanying  balance  sheet of  SOJOURNER  DOUGLAS  URBAN
RENEWAL  PARTNERSHIP,  L.P. (a limited partnership) as of December 31, 2002, and
the related  statements of  operations,  partners'  capital  deficiency and cash
flows for the year then ended. These financial statements are the responsibility
of the Partnership's management.  Our responsibility is to express an opinion on
these financial statements based on our audit.

We conducted our audit in accordance with auditing standards  generally accepted
in the  United  States of  America.  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 SOJOURNER DOUGLAS URBAN RENEWAL
PARTNERSHIP,  L.P. (a limited  partnership)  as of December  31,  2002,  and the
results  of its  operations  and its  cash  flows  for the  year  then  ended in
conformity with accounting principles generally accepted in the United States of
America.

/s/ Friedman Alpren & Green LLP
New York, New York
February 3, 2003




                                       37
<PAGE>


[LETTERHEAD OF FRIEDMAN ALPREN & GREEN LLP]

INDEPENDENT AUDITORS' REPORT

To the Partners
Sojourner Douglas Urban Renewal Partnership, L.P.

We have  audited the  accompanying  balance  sheet of  SOJOURNER  DOUGLAS  URBAN
RENEWAL  PARTNERSHIP,  L.P. (a limited partnership) as of December 31, 2001, and
the related  statements of  operations,  partners'  capital  deficiency and cash
flows for the year then ended. These financial statements are the responsibility
of the Partnership's management.  Our responsibility is to express an opinion on
these financial statements based on our audit.

We conducted our audit in accordance with auditing standards  generally accepted
in the  United  States of  America.  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 SOJOURNER DOUGLAS URBAN RENEWAL
PARTNERSHIP,  L.P. (a limited  partnership)  as of December  31,  2001,  and the
results  of its  operations  and its  cash  flows  for the  year  then  ended in
conformity with accounting principles generally accepted in the United States of
America.

/s/ Friedman Alpren & Green LLP
New York, New York
February 16, 2002




                                       38
<PAGE>


[LETTERHEAD OF REZNICK FEDDER & SILVERMAN]

INDEPENDENT AUDITORS' REPORT

To the Partners
Marlton Housing Partnership, L.P.

We have audited the accompanying  balance sheets of Marlton Housing Partnership,
L.P. as of December 31, 2003 and 2002, and the related statements of operations,
changes in partners'  equity  (deficit) and cash flows for the years then ended.
These  financial   statements  are  the   responsibility  of  the  Partnership's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant estimates made by the 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 Marlton Housing  Partnership,
L.P. at  December  31, 2003 and 2002,  and the  results of its  operations,  the
changes in its partners'  equity (deficit) and its cash flows for the years then
ended in conformity with accounting  principles generally accepted in the United
States of America.

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



                                       39
<PAGE>


[LETTERHEAD OF REZNICK FEDDER & SILVERMAN]

INDEPENDENT AUDITORS' REPORT

To the Partners
Marlton Housing Partnership, L.P.

We have audited the accompanying  balance sheets of Marlton Housing Partnership,
L.P. as of December 31, 2002 and 2001, and the related statements of operations,
changes in partners'  equity  (deficit) and cash flows for the years then ended.
These  financial   statements  are  the   responsibility  of  the  Partnership's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant estimates made by the 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 Marlton Housing  Partnership,
L.P. at  December  31, 2002 and 2001,  and the  results of its  operations,  the
changes in its partners'  equity (deficit) and its cash flows for the years then
ended in conformity with accounting  principles generally accepted in the United
States of America.

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



                                       40
<PAGE>


[LETTERHEAD OF FAVORS & ASSOCIATES, CPA's, P.S.]

INDEPENDENT AUDITORS' REPORT

To the Partners
GP Kaneohe Limited Partnership

We  have  audited  the   accompanying   balance  sheet  of  GP  Kaneohe  Limited
Partnership,  as of December 31, 2003 and the related  statements of operations,
changes in partners' capital (deficit),  and cash flows for the year then ended.
These financial  statements are the  responsibility of the entity's  management.
Our responsibility is to express an opinion on these financial  statements based
on our audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of GP Kaneohe Limited Partnership
as of December 31, 2003, and the results of its  operations,  the changes in its
partners' capital (deficit) and cash flows for the year then ended in conformity
with accounting principles generally accepted in the United States of America.

In accordance with GOVERNMENT AUDITING  STANDARDS,  we have also issued a report
dated January 29, 2004, on our consideration of GP Kaneohe Limited Partnership's
internal  control,  and our test of its  compliance  with certain  provisions of
laws, regulations, contractors and grants. Those reports are an integral part of
an audit performed in accordance with GOVERNMENT  AUDITING  STANDARDS and should
be read in conjunction with this report in considering the results of our audit.

Our audit was  conducted  for the  purpose  of  forming  an opinion on the basic
financial statements taken as a whole. The supporting data required by HUD shown
on pages 11 and 12 is presented for purposes of additional analysis and is not a
required  part  of  the  basic  financial  statements  for  GP  Kaneohe  Limited
Partnership.  Such  information  has been  subjected to the auditing  procedures
applied in the audit of the basic financial  statements and, in our opinion,  is
fairly  stated in all  material  respects  in  relation  to the basic  financial
statements taken as a whole.

/s/ Favors & Associates, CPA's, P.S.
Fircrest, Washington
January 29, 2004



                                       41
<PAGE>


[LETTERHEAD OF FAVORS & ASSOCIATES, CPA's, P.S.]

INDEPENDENT AUDITORS' REPORT

To the Partners
GP Kaneohe Limited Partnership

We  have  audited  the   accompanying   balance  sheet  of  GP  Kaneohe  Limited
Partnership,  as of December 31, 2002, and the related statements of operations,
changes in partners' capital (deficit),  and cash flows for the year then ended.
These financial  statements are the  responsibility of the entity's  management.
Our responsibility is to express an opinion on these financial  statements based
on our audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of GP Kaneohe Limited Partnership
as of December 31, 2002, and the results of its  operations,  the changes in its
partners' capital (deficit) and cash flows for the year then ended in conformity
with accounting principles generally accepted in the United States of America.

In accordance with Government Auditing  Standards,  we have also issued a report
dated March 13, 2003, on our  consideration of GP Kaneohe Limited  Partnership's
internal  control,  and our test of its  compliance  with certain  provisions of
laws, regulations, contractors and grants. Those reports are an integral part of
an audit performed in accordance with Government  Auditing  Standards and should
be read in conjunction with this report in considering the results of our audit.

Our audit was  conducted  for the  purpose  of  forming  an opinion on the basic
financial statements taken as a whole. The supporting data required by HUD shown
on pages 10 and 11 is presented for purposes of additional analysis and is not a
required  part  of the  basic  financial  statements  of the  Partnership.  Such
information has been subjected to the auditing  procedures  applied in the audit
of the basic financial  statements and, in our opinion,  is fairly stated in all
material  respects  in  relation to the basic  financial  statements  taken as a
whole.

/s/ Favors & Associates, CPA's, P.S.
Fircrest, Washington
March 13, 2003



                                       42
<PAGE>


[LETTERHEAD OF DWYER PEMBERTON AND COULSON, P.C.]

INDEPENDENT AUDITORS' REPORT

To the Partners
GP Kaneohe Limited Partnership

We  have  audited  the   accompanying   balance  sheet  of  GP  Kaneohe  Limited
Partnership,  as of December 31, 2001 and the related  statements of operations,
changes in partners' capital (deficit),  and cash flows for the year then ended.
These financial  statements are the  responsibility of the entity's  management.
Our responsibility is to express an opinion on these financial  statements based
on our audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of GP Kaneohe Limited Partnership
as of December 31, 2001, and the results of its  operations,  the changes in its
partners' capital (deficit) and cash flows for the year then ended in conformity
with accounting principles generally accepted in the United States of America.

In accordance  with Government  Auditing  Standards and the  Consolidated  Audit
Guide for Audits of HUD Programs,  issued by the U.S.  Department of Housing and
Urban  Development,  we have also issued a report dated January 18, 2002, on our
consideration of GP Kaneohe Limited Partnership's  internal control, and reports
dated January 18, 2002, on its compliance  specific  requirements  applicable to
major HUD  programs  and specific  requirements  applicable  to Fair Housing and
Non-Discrimination.  Those reports are an integral part of an audit performed in
accordance with Government  Auditing Standards and should be read in conjunction
with this report in considering the results of our audit.

Our audit was  conducted  for the  purpose  of  forming  an opinion on the basic
financial statements taken as a whole. The supporting data required by HUD shown
on pages 10 and 11 is presented for purposes of additional analysis and is not a
required  part  of the  basic  financial  statements  of the  Partnership.  Such
information has been subjected to the auditing  procedures  applied in the audit
of the basic financial  statements and, in our opinion,  is fairly stated in all
material  respects  in  relation to the basic  financial  statements  taken as a
whole.

/s/ Dwyer, Pemberton & Coulson
Tacoma, Washington
January 18, 2002




                                       43
<PAGE>


[LETTERHEAD OF MILLER, MAYER, SULLIVAN, & STEVENS, LLP]

INDEPENDENT AUDITORS' REPORT

To the Partners
KSD Village Apartments, Phase II, Ltd,

We have audited the accompanying balance sheets of KSD Village Apartments, Phase
II, Ltd.  as of  December  31,  2003 and 2002,  and the  related  statements  of
operations, partners' equity (deficit), and cash flows for the years then ended.
These  financial   statements  are  the   responsibility  of  the  partnership's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of KSD Village Apartments,  Phase
II, Ltd. as of December  31, 2003 and 2002,  and the results of its  operations,
changes  in  partners'  equity  (deficit)  and its cash flows for the years then
ended, in conformity with accounting principles generally accepted in the United
States of America.

/s/ Miller, Mayer, Sullivan, & Stevens, LLP
Lexington, Kentucky
January 23, 2004



                                       44
<PAGE>


[LETTERHEAD OF MILLER, MAYER, SULLIVAN, & STEVENS, LLP]

INDEPENDENT AUDITORS' REPORT

To the Partners
KSD Village Apartments, Phase II, Ltd,

We have audited the accompanying balance sheets of KSD Village Apartments, Phase
II, Ltd.  as of  December  31,  2002 and 2001,  and the  related  statements  of
operations, partners' equity (deficit), and cash flows for the years then ended.
These  financial   statements  are  the   responsibility  of  the  partnership's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of KSD Village Apartments,  Phase
II, Ltd. as of December  31, 2002 and 2001,  and the results of its  operations,
changes  in  partners'  equity  (deficit)  and its cash flows for the years then
ended, in conformity with accounting principles generally accepted in the United
States of America.

/s/ Miller, Mayer, Sullivan, & Stevens, LLP
Lexington, Kentucky
January 13, 2003



                                       45
<PAGE>


[LETTERHEAD OF MILLER, MAYER, SULLIVAN, & STEVENS, LLP]

INDEPENDENT AUDITORS' REPORT

To the Partners
Kanisa Apartments Ltd.

We have audited the  accompanying  balance  sheets of Kanisa  Apartments,  Ltd.,
complex  no.  083-98017-YHA,  as of  December  31, 2003 and 2002 and the related
statements of operations,  changes in partners' equity (deficit), and cash flows
for the years then ended.  These financial  statements are the responsibility of
the  partnership's  management.  Our  responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America and the standards applicable to financial audits
contained in GOVERNMENT  AUDITING STANDARDS issued by the Comptroller General of
the United States.  Those standards  require that we plan and perform the 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 Kanisa Apartments,  Ltd., as of
December  31,  2003 and 2002,  and the  results  of its  operations,  changes in
partners'  equity  (deficit),  and its cash flows for the years then  ended,  in
conformity with accounting principles generally accepted in the United States of
America.

In accordance with GOVERNMENT AUDITING  STANDARDS,  we have also issued a report
dated  February  13,  2004 on our  consideration  of Kanisa  Apartments,  Ltd.'s
internal controls and on our tests of its compliance with certain  provisions of
laws, regulations,  contracts, and grants. Those reports are an integral part of
an audit performed in accordance with GOVERNMENT  AUDITING  STANDARDS and should
be read in  conjunction  with this  report in  considering  the  results  of our
audits.

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

/s/ Miller, Mayer, Sullivan, & Stevens, LLP
Lexington, Kentucky
February 13, 2004
EIN: 61-0866166
Lead Auditor: Darren C. Johnson, CPA
Audit Principal: John T. Miller, CPA



                                       46
<PAGE>


[LETTERHEAD OF MILLER, MAYER, SULLIVAN, & STEVENS, LLP]

INDEPENDENT AUDITORS' REPORT

To the Partners
Kanisa Apartments Ltd.

We have audited the  accompanying  balance  sheets of Kanisa  Apartments,  Ltd.,
complex no.  083-98017-YHA,  as of December  31, 2002 and 2001,  and the related
statements of operations,  changes in partners' equity (deficit), and cash flows
for the years then ended.  These financial  statements are the responsibility of
the  partnership's  management.  Our  responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America and the standards applicable to financial audits
contained in Government  Auditing Standards issued by the Comptroller General of
the United States.  Those standards  require that we plan and perform the 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 Kanisa Apartments,  Ltd., as of
December  31,  2002 and 2001,  and the  results  of its  operations,  changes in
partners'  equity  (deficit),  and its cash flows for the years then  ended,  in
conformity with accounting principles generally accepted in the United States of
America.

In accordance with Government Auditing  Standards,  we have also issued a report
dated  February 10, 2003,  on our  consideration  of Kanisa  Apartments,  Ltd.'s
internal controls and our on our tests of its compliance with certain provisions
of laws, regulations,  contracts, and grants. Those reports are an integral part
of an audit  performed in  accordance  with  Government  Auditing  Standards and
should be read in conjunction with this report in considering the results of our
audits.

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

/s/ Miller, Mayer, Sullivan, & Stevens, LLP
Lexington, Kentucky
February 10, 2003
EIN: 61-0866166
Lead Auditor: Darren C. Johnson, CPA
Audit Principal: John T. Miller, CPA



                                       47
<PAGE>


[LETTERHEAD OF HANKINS & COMPANY]

INDEPENDENT AUDITOR'S REPORT

Partners
Guymon Housing Partners Limited Partnership
d/b/a Blue Quail Apartments

We have  audited the  accompanying  balance  sheets of GUYMON  HOUSING  PARTNERS
LIMITED  PARTNERSHIP,  D/B/A BLUE QUAIL  APARTMENTS  as of December 31, 2003 and
2002, and the related statements of operations, changes in partners' capital and
cash  flows  for the  years  then  ended.  These  financial  statements  are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of GUYMON HOUSING PARTNERS LIMITED
PARTNERSHIP,  D/B/A BLUE QUAIL  APARTMENTS as of December 31, 2003 and 2002, and
the results of its  operations  and its cash flows for the years then ended,  in
conformity with accounting principles generally accepted in the United States of
America.

/s/ Hankins & Company
February 20, 2004
Fort Smith, Arkansas




                                       48
<PAGE>


[LETTERHEAD OF THOMAS HANKINS]

INDEPENDENT ACCOUNTANT'S REPORT

Partners
Guymon Housing Partners Limited Partnership
d/b/a Blue Quail Apartments

I have  audited  the  accompanying  balance  sheets of Guymon  Housing  Partners
Limited  Partnership,  d/b/a Blue Quail  Apartments  as of December 31, 2002 and
2001, and the related statements of operations, changes in partners' capital and
cash  flows  for the  years  then  ended.  These  financial  statements  are the
responsibility of the Partnership's  management. My responsibility is to express
an opinion on these financial statements based on my audit.

I conducted my audit in accordance with auditing standards generally accepted in
the United States of America.  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 Guymon Housing  Partners Limited
Partnership,  d/b/a Blue Quail  Apartments as of December 31, 2002 and 2001, and
the results of its  operations  and its cash flows for the years then ended,  in
conformity with accounting principles generally accepted in the United States of
America.

/s/ Thomas Hankins
February 17, 2003
Fort Smith, Arkansas





                                       49
<PAGE>


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


                                     ASSETS

<TABLE>
<CAPTION>
                                                                        March 31,
                                                                -------------------------
                                                                   2004          2003
                                                                -----------   -----------
<S>                                                             <C>           <C>
Property and equipment - at cost, less accumulated
  depreciation (Notes 2 and 4)                                  $67,033,716   $69,391,714
Cash and cash equivalents (Notes 2 and 10)                        1,730,897     2,037,966
Cash held in escrow (Note 5)                                      3,292,937     2,961,291
Deferred costs, less accumulated amortization (Notes 2 and 6)       706,837       777,593
Other assets                                                        527,773       492,936
                                                                -----------   -----------

Total assets                                                    $73,292,160   $75,661,500
                                                                ===========   ===========


                   LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)


Liabilities:
Mortgage notes payable (Note 7)                                 $36,312,132   $36,401,006
Accounts payable and other liabilities                            8,239,856     7,429,413
Due to local general partners and affiliates (Note 8)             2,116,876     2,583,149
Due to general partner and affiliates (Note 8)                    2,143,413     1,680,574
                                                                -----------   -----------

Total liabilities                                                48,812,277    48,094,142
                                                                -----------  -----------

Minority interest                                                 1,925,663     1,951,864
                                                                -----------   -----------

Commitments and contingencies (Note 10)

Partners' capital (deficit):
Limited partners (100,000 BACs authorized;
  45,844 issued and outstanding) (Note 1)                        22,736,212    25,766,873
General partner                                                    (181,992)     (151,379)
                                                                -----------   -----------

Total partners' capital (deficit)                                22,554,220    25,615,494
                                                                -----------   -----------

Total liabilities and partners' capital (deficit)               $73,292,160   $75,661,500
                                                                ===========   ===========

</TABLE>

The  accompanying  notes are an integral  part of these  consolidated  financial
statements.





                                       50
<PAGE>


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

<TABLE>
<CAPTION>

                                                      Year Ended March 31,
                                            ---------------------------------------
                                               2004          2003*         2002
                                            -----------   -----------   -----------
<S>                                         <C>           <C>           <C>
Revenues
Rental income                               $ 5,628,135   $ 5,520,414   $ 5,360,801
Other income (principally interest income)      241,011       279,517       331,077
                                            -----------   -----------   -----------

                                              5,869,146     5,799,931     5,691,878
                                            -----------   -----------   -----------

Expenses
General and administrative                    1,491,281     1,761,753     1,483,724
General and administrative-related parties
  (Note 8)                                      655,979       618,694       603,949
Repairs and maintenance                       1,011,987       910,719     1,035,059
Operating and other                             780,876       734,157       777,930
Taxes                                           178,046       221,980       177,907
Insurance                                       384,547       312,659       241,264
Interest                                      1,977,957     2,106,166     2,165,378
Depreciation and amortization                 2,475,948     2,547,309     2,547,779
                                            -----------   -----------   -----------

Total expenses                                8,956,621     9,213,437     9,032,990
                                            -----------   -----------   -----------

Net loss before minority interest            (3,087,475)   (3,413,506)   (3,341,112)

Minority interest in loss of subsidiary
  partnerships                                   26,201        34,355        34,650
                                            -----------   -----------   -----------

Net loss                                    $(3,061,274)  $(3,379,151)  $(3,306,462)
                                            ===========   ===========   ===========

Net loss - limited partners                 $(3,030,661)  $(3,345,359)  $(3,273,397)
                                            ===========   ===========   ===========

Number of BACs outstanding                       45,844        45,844        45,844
                                            ===========   ===========   ===========

Net loss per weighted average BAC           $    (66.11)  $    (72.97)  $    (71.40)
                                            ===========   ===========   ===========

</TABLE>

* Reclassified for comparative purposes.
The  accompanying  notes are an integral  part of these  consolidated  financial
statements.





                                       51
<PAGE>


                      INDEPENDENCE TAX CREDIT PLUS L.P. IV
                                AND SUBSIDIARIES
        CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
                FOR THE YEARS ENDED MARCH 31, 2004, 2003 and 2002


<TABLE>
<CAPTION>

                                                                Limited        General
                                                   Total        Partners       Partner
                                                -----------   -----------    ----------
<S>                                             <C>           <C>            <C>
Partners' capital (deficit) - April 1, 2001     $32,301,107   $32,385,629    $  (84,522)

Net loss                                         (3,306,462)   (3,273,397)      (33,065)
                                                -----------   -----------    ----------

Partners' capital (deficit) - March 31, 2002     28,994,645    29,112,232      (117,587)

Net loss                                         (3,379,151)   (3,345,359)      (33,792)
                                                -----------   -----------    ----------

Partners' capital (deficit) - March 31, 2003     25,615,494    25,766,873      (151,379)

Net Loss                                         (3,061,274)   (3,030,661)      (30,613)
                                                -----------   -----------    ----------

Partners' capital (deficit) - March 31, 2004    $22,554,220   $22,736,212    $ (181,992)
                                                ===========   ===========    ==========
</TABLE>


The  accompanying  notes are an integral  part of these  consolidated  financial
statements.




                                       52
<PAGE>



                      INDEPENDENCE TAX CREDIT PLUS L.P. IV
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                                                     Year Ended March 31,
                                                         -------------------------------------------
                                                            2004            2003            2002
                                                         -----------     -----------     -----------
<S>                                                      <C>             <C>             <C>
Cash flows from operating activities:
Net loss                                                 $(3,061,274)    $(3,379,151)    $(3,306,462)
                                                         -----------     -----------     -----------
Adjustments to reconcile net loss to net
  cash provided by (used in) operating activities:
Depreciation and amortization                              2,475,948       2,547,309       2,547,779
Adjustment to property and equipment                               0          74,938               0
Minority interest in loss of subsidiary
  partnerships                                               (26,201)        (34,355)        (34,650)
Increase in cash held in escrow                              (11,343)       (520,897)        (49,315)
Increase in other assets                                     (34,837)        (67,450)        (35,315)
Increase in accounts payable and other
  liabilities                                                810,443         766,179         978,875
Increase in due from local general partners
  and affiliates                                              16,677          28,077          17,679
Decrease in due from local general partners
  and affiliates                                              (1,881)        (59,574)       (237,396)
Increase in due to general partner and
  affiliates                                                 462,839         334,459         174,368
                                                         -----------     -----------     -----------
Total adjustments                                          3,691,645       3,068,686       3,362,025
                                                         -----------     -----------     -----------

Net cash provided by (used in) operating
  activities                                                 630,371        (310,465)         55,563
                                                         -----------     -----------     -----------

Cash flows from investing activities:
Acquisition of property and equipment                        (47,194)              0      (1,082,120)
(Increase) decrease in cash held in escrow                  (320,303)        647,299        (449,161)
Increase in due to local general partners
  and affiliates                                              14,378           5,789         638,692
Decrease in due to local general partners
  and affiliates                                            (495,447)       (168,957)       (121,446)
                                                         -----------     -----------     -----------

Net cash (used in) provided by investing activities         (848,566)        484,131      (1,014,035)
                                                         -----------     -----------     -----------
</TABLE>




                                       53
<PAGE>



                      INDEPENDENCE TAX CREDIT PLUS L.P. IV
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (continued)
<TABLE>
<CAPTION>

                                                                        Year Ended March 31,
                                                            -------------------------------------------
                                                               2004            2003            2002
                                                            -----------     -----------     -----------
<S>                                                         <C>             <C>             <C>
Cash flows from financing activities:
Proceeds from mortgage notes                                  1,992,000               0               0
Repayments of mortgage notes                                 (2,080,874)       (338,824)       (466,560)
(Decrease) increase in capitalization of
  consolidated subsidiaries attributable to
  minority interest                                                   0        (257,932)        181,085
                                                            -----------     -----------     -----------

Net cash used in financing activities                           (88,874)       (596,756)       (285,475)
                                                            -----------     -----------     -----------

Net decrease in cash and cash equivalents                      (307,069)       (423,090)     (1,243,947)

Cash and cash equivalents at beginning of year                2,037,966       2,461,056       3,705,003
                                                            -----------     -----------     -----------

Cash and cash equivalents at end of year                    $ 1,730,897     $ 2,037,966     $ 2,461,056
                                                            ===========     ===========     ===========

Supplemental disclosure of cash flow information:
Cash paid during the year for interest                      $ 1,156,624     $ 1,321,322     $ 1,422,179
                                                            ===========     ===========     ===========

Supplemental disclosures of noncash
  investing and financing activities:

Construction loans converted to mortgage loans              $         0     $         0     $   545,374
</TABLE>


The  accompanying  notes are an integral  part of these  consolidated  financial
statements.


                                       54
<PAGE>



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


NOTE 1 - General

Independence  Tax Credit  Plus L.P.  IV (a Delaware  limited  partnership)  (the
"Partnership")  was  organized  on  February  22,  1995 and  commenced  a public
offering on July 6, 1995.  The  general  partner of the  Partnership  is Related
Independence   L.L.C.,  a  Delaware  limited  liability  company  (the  "General
Partner").  On November 17, 2003, CharterMac,  acquired Related Capital Company,
which is the indirect  parent of RCC Manager L.L.C,  the managing  member of the
General Partner.  Pursuant to the acquisition,  CharterMac acquired  controlling
interests  in  the  General  Partner.   This  acquisition  did  not  affect  the
Partnership  or its  day-to-day  operations,  as  the  majority  of the  General
Partner's management team remained unchanged.

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

As of March 31, 2004, the Partnership has acquired limited partnership interests
in fourteen subsidiary  partnerships,  all of which have been consolidated.  The
Partnership  does not  anticipate  acquiring  limited  partnership  interests in
additional  subsidiary  partnerships.  The  Partnership's  investments  in Local
Partnerships  represent  from  98.99%  to  99.89%  interests,   except  for  one
investment which is a 58.12% interest.

The  Partnership  was  authorized  to  issue a total of  100,000  ($100,000,000)
Beneficial Assignment  Certificates ("BACs") which have been registered with the
Securities and Exchange  Commission for sale to the public.  Each BAC represents
all of the economic and virtually all of the ownership rights  attributable to a
limited partnership interest.  The solicitation for the subscription of BACs was
terminated as of May 22, 1996 and the final closing occurred on August 15, 1996.
The Partnership had raised a total of $45,844,000 representing 45,844 BACs.


NOTE 2 - Summary of Significant Accounting Policies

a) Basis of Accounting

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

b) Basis of Consolidation

The consolidated  financial  statements  include the accounts of the Partnership
and fourteen  subsidiary  partnerships  for the years ended March 31, 2004, 2003
and 2002,  respectively,  in which the Partnership is a limited partner. Through
the rights of the Partnership and/or an affiliate of the General Partner,  which
affiliate has a contractual  obligation to act on behalf of the Partnership,  to
remove the general partner of the subsidiary  local  partnerships and to approve
certain  major  operating  and  financial  decisions,   the  Partnership  has  a
controlling financial interest in the subsidiary partnerships.  All intercompany
accounts and transactions with the subsidiary  partnerships have been eliminated
in consolidation.

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


                                       55
<PAGE>


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


Losses  attributable to minority interests which exceed the minority  interests'
investment  in a subsidiary  have been charged to the  Partnership.  Such losses
aggregated  approximately  $7,000,  $7,000 and $79,000 for the years ended March
31, 2004,  2003 and 2002,  respectively.  The  Partnership's  investment in each
subsidiary  is  equal  to the  respective  subsidiary's  partners'  equity  less
minority interest capital, if any. In consolidation,  all subsidiary partnership
losses are  included  in the  Partnership's  capital  account  except for losses
allocated to minority interest capital.

c) Cash and Cash Equivalents

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

d) Property and Equipment

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

At the time management  commits to a plan to dispose of assets,  said assets are
adjusted to the lower of carrying amount or fair value less costs to sell. These
assets  are  classified  as  property  and  equipment-held  for sale and are not
depreciated.  There are no assets classified as property and  equipment-held for
sale through March 31, 2004.

Through March 31, 2004, the  Partnership has not recorded any loss on impairment
of assets or reductions to estimated fair value.

e) Income Taxes

The  Partnership  is not  required to provide  for, or pay,  any federal  income
taxes.  Net income or loss generated by the Partnership is passed through to the
partners and is required to be reported by them. The  Partnership may be subject
to state and local taxes in jurisdictions  in which it operates.  For income tax
purposes, the Partnership has a fiscal year ending December 31 (Note 9).

f) Organization and Offering Costs

Costs incurred in connection  with obtaining  permanent  mortgage  financing are
amortized over the lives of the related  mortgage notes.  Costs incurred to sell
BACs,  including  brokerage fees and the nonaccountable  expense allowance,  are
considered  selling and offering  expenses.  These costs are charged directly to
limited partners' capital.


                                       56
<PAGE>

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


g) Deferred Acquisition Costs

Acquisition costs and fees incurred in connection with the purchase of interests
in certain subsidiary partnerships have been capitalized as property costs.

h) 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.

i) 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 for which it is practicable to estimate that
value:

Cash and Cash Equivalents and Cash Held in Escrow
The carrying amount  approximates  fair value due to the short-term  maturity of
the instruments.

Mortgage Notes Payable
The fair value of mortgage  notes  payable  and  construction  loans  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 and
construction loans payable are as follows:
<TABLE>
<CAPTION>

                                              March 31, 2004                March 31, 2003
                                        --------------------------    -------------------------
                                         Carrying                      Carrying
                                          Amount       Fair Value       Amount      Fair Value
                                        -----------    -----------    -----------   -----------
<S>                                     <C>            <C>            <C>           <C>
Mortgage notes payable for
  which it is:
Practicable to estimate fair value      $25,506,043    $26,120,070    $25,582,250   $26,081,413
Not practicable                         $10,806,089            (a)    $10,818,756           (a)

</TABLE>
(a)  Management  believes it is not  practicable  to estimate  the fair value of
certain   mortgage  notes  payable  because   mortgage   programs  with  similar
characteristics   are  not  currently   available  to  each  of  the  subsidiary
partnerships.

The carrying amount of other assets and liabilities reported on the consolidated
balance sheets that require such disclosure approximates fair value.


                                       57
<PAGE>

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



Due to General  Partner and  Affiliates  and Due to Local  General  Partners and
--------------------------------------------------------------------------------
Affiliates
----------
Management  believes it is not  practical  to estimate  the fair value of due to
general partner and affiliates and due to local general  partners and affiliates
because market information on such unique loans are not currently available.


NOTE 4 - Property and Equipment

The components of property and equipment and their estimated useful lives are as
follows:
<TABLE>
<CAPTION>


                                                 March 31,             Estimated
                                       ----------------------------   Useful Lives
                                           2004            2003         (Years)
                                       ------------    ------------   -----------
<S>                                    <C>             <C>            <C>
Land                                   $  3,307,496    $  3,307,496
Building and improvements                76,929,935      76,888,418        27.5
Furniture and fixtures                    1,116,676       1,110,999         5-7
                                       ------------    ------------

                                         81,354,107      81,306,913
Less:  Accumulated depreciation         (14,320,391)    (11,915,199)
                                       ------------    ------------

                                       $ 67,033,716    $ 69,391,714
                                       ============    ============

</TABLE>

Included in property and equipment at March 31, 2004 and 2003, was $2,750,640 of
acquisition  fees  paid to the  General  Partner  and  $708,031  of third  party
acquisition  expenses.  In addition, as of March 31, 2004 and 2003, building and
improvements   includes  $343,161  of  capitalized  interest.  No  interest  was
capitalized during the years ended March 31, 2004, 2003 and 2002.

In  connection  with  the  rehabilitation  of  the  properties,  the  subsidiary
partnerships  have incurred  developer's fees of $4,235,495 to the local general
partners and affiliates as of both March 31, 2004 and 2003.  Such fees have been
included in the cost of property and equipment.

Depreciation  expense for the years ended March 31, 2004, 2003 and 2002 amounted
to $2,405,192, $2,457,136 and $2,457,711, respectively.


NOTE 5 - Cash Held in Escrow

Cash held in escrow consists of the following:
<TABLE>
<CAPTION>

                                                 March 31,
                                       ----------------------------
                                           2004            2003
                                       ------------    ------------
<S>                                    <C>             <C>
Purchase price payments*               $    606,660    $    615,135
Real estate taxes, insurance and other    2,686,277       2,346,156
                                       ------------    ------------

                                       $  3,292,937    $  2,961,291
                                       ============    ============
</TABLE>

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


                                       58
<PAGE>

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


NOTE 6 - Deferred Costs

The  components  of  deferred  costs and their  periods of  amortization  are as
follows:
<TABLE>
<CAPTION>
                                            March 31,
                                   ---------------------------
                                       2004            2003           Period
                                   -----------     -----------     -----------
<S>                                <C>             <C>                   <C>
Financing costs                    $ 1,001,424     $ 1,001,424           *
Other deferred costs                   177,692         177,692
                                   -----------     -----------
                                     1,179,116       1,179,116
Less: Accumulated amortization        (472,279)       (401,523)
                                   -----------     -----------

                                   $   706,837     $   777,593
                                   ===========     ===========
</TABLE>

*Over the life of the related mortgage note.

Amortization  expense for the years ended March 31, 2004, 2003 and 2002 amounted
to $70,756, $90,173 and $90,068, respectively.


NOTE 7 - Mortgage Loans Payable

The  mortgage   loans  are  payable  in  aggregate   monthly   installments   of
approximately  $128,000 including principal and interest with rates varying from
0% to 9.11% per annum and have  maturity  dates  ranging from 2004 through 2051.
The  loans  are  collateralized  by the land  and  buildings  of the  subsidiary
partnerships,  the  assignment  of certain  subsidiary  partnerships'  rents and
leases, and are without further recourse.

Annual principal  payment on the permanent debt  requirements for mortgage notes
payable for each of the next five fiscal years and thereafter are as follows:
<TABLE>
<CAPTION>

Fiscal Year                            Amount
-----------                         -----------
<C>                                 <C>
2004                                $   535,998
2005                                    567,210
2006                                    515,659
2007                                    484,485
2008                                    512,916
Thereafter                           33,695,864
                                    -----------

                                    $36,312,132
                                    ===========
</TABLE>

The  mortgage  agreements  generally  require  monthly  deposits to  replacement
reserves and monthly  deposits to escrow accounts for real estate taxes,  hazard
and mortgage insurance and other expenses (Note 5).

Guymon Housing Partners, L.P.
-----------------------------
On May 15, 2003, Guymon Housing Partners,  L.P.  ("Guymon  Housing")  obtained a
note payable in the amount of $1,992,000 from a bank. The note bears interest at
a rate of 6.51% per annum and matures in August  2018.  Guymon  Housing's  prior
mortgage note of $1,739,968 was repaid.

                                       59
<PAGE>

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



NOTE 8 - Related Party Transactions

An affiliate  of the General  Partner has a .01%  interest as a special  limited
partner in each of the Local Partnerships.

Pursuant to the Partnership Agreement and the Local Partnership Agreements,  the
General  Partner and affiliate  receive their pro-rata share of profits,  losses
and tax credits.

A)  Guarantees

In November  2002,  FASB  Interpretation  No. 45,  "Guarantor's  Accounting  and
Disclosure   Requirement  for  Guarantees,   Including  Indirect  Guarantees  of
Indebtedness  of  Others"  ("FASB  Interpretation  No.  45"),  was  issued.  The
accounting  recognition  provisions of FASB  Interpretation No. 45 are effective
January 1, 2003 on a prospective basis. They require that a guarantor recognize,
at the  inception  of a  guarantee,  a  liability  for  the  fair  value  of the
obligation  undertaken in issuing or modifying any guarantee  after December 31,
2002.  Under  prior  accounting  principles,  a  guarantee  would  not have been
recognized as a liability until a loss was probable and reasonably estimated. At
May 12, 2004, the Partnership has not issued or modified any existing guarantees
and has not  determined  the impact,  if any,  that  adoption of the  accounting
recognition   provision  of  FASB  Interpretation  No.  45  would  have  on  the
Partnership's future financial position or results of operations.

The Partnership had negotiated  Operating  Deficit Guaranty  Agreements with the
development stage Local Partnerships by which the general partners of such Local
Partnerships  and/or their affiliates have agreed to fund operating deficits for
a  specified  period  of time.  The  terms  of the  Operating  Deficit  Guaranty
Agreements  vary for each of  these  Local  Partnerships,  with  maximum  dollar
amounts to be funded for a  specified  period of time,  generally  three  years,
commencing  on the  break-even  date.  As of March 31, 2004 and 2003,  Operating
Deficit   Guarantees   aggregate   approximately   $1,897,000  and   $2,159,000,
respectively.  As of March 31,  2004,  $0 has been  funded  under the  Operating
Deficit  Guaranty  Agreements.  Amounts  funded  under such  agreements  will be
treated as  non-interest  bearing  loans,  which will be paid only out of 50% of
available cash flow or out of available net sale or refinancing proceeds.

B)  Related Party Expenses

Expenses  incurred to related  parties for the years ended March 31, 2004,  2003
and 2002 were as follows:
<TABLE>
<CAPTION>
                                                           Year Ended March 31,
                                                   ------------------------------------
                                                     2004          2003          2002
                                                   --------      --------      --------

<S>                                                <C>           <C>           <C>
Partnership management fees (a)                    $337,120      $337,120      $334,968
Expense reimbursements (b)                          143,665       111,856       119,009
Local administrative fees (d)                        62,000        53,000        48,000
                                                   --------      --------      --------

Total general and administrative-
General Partner                                     542,785       501,976       501,977

Property management fees incurred
to affiliates of the subsidiary partnerships'
general partners (c)                                113,194       116,718       101,972
                                                   --------      --------      --------

Total general and administrative-
related parties                                    $655,979      $618,694      $603,949
                                                   ========      ========      ========
</TABLE>

                                       60
<PAGE>

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



(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 only to the extent of  available  funds after the  Partnership  has made
distributions to the limited  partners of sale or refinancing  proceeds equal to
their original capital  contributions plus a 10% priority return thereon (to the
extent not previously paid out of cash flow).  Partnership  management fees owed
to the General Partner amounting to approximately $1,630,000 and $1,292,000 were
accrued and unpaid as of March 31, 2004 and 2003, 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 the Local  Partnerships  amounted to
$371,375,  $354,672 and  $335,474  for the years ended March 31, 2004,  2003 and
2002, respectively.  Of these fees, $113,194, $116,718 and $101,972 was incurred
to affiliates of the subsidiary partnerships' general partners.

(d)  Independence  SLP IV 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.

C) Due to Local General Partners and Affiliates

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

                                               March 31,
                                     -----------------------------
                                        2004              2003
                                     -----------       -----------
<S>                                  <C>               <C>
Development fee payable              $ 2,071,854       $ 2,142,384
General partner loan payable              40,000           104,992
General partner loan receivable         (161,602)         (140,602)
Construction advances                     50,000           373,955
Construction costs payable                56,652            56,652
Operating advances                         5,408             6,000
Management and other fees                 54,564            39,768
                                     -----------       -----------

                                     $ 2,116,876       $ 2,583,149
                                     ===========       ===========
</TABLE>

                                       61
<PAGE>

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


NOTE 9 - Income Taxes

A reconciliation of the financial  statement net loss to the income tax loss for
the Partnership and its consolidated subsidiaries follows:
<TABLE>
<CAPTION>
                                                             Year Ended December 31,
                                                    -----------------------------------------
                                                       2003            2002          2001
                                                    -----------    -----------    -----------
<S>                                                 <C>            <C>            <C>
Financial statement net loss                        $(3,061,274)   $(3,379,151)   $(3,306,462)

Differences between depreciation and amortization
  expense for financial reporting purposes
and income tax purposes                                (373,268)      (356,405)      (386,694)

Differences resulting from parent company having
  a different fiscal year for income tax and
  financial reporting purposes                         (101,920)       (81,578)        29,186

Tax exempt interest income                               (7,913)       (15,073)       (45,024)

Other, including accruals for financial reporting
  purposes not deductible for income tax purposes
  until paid                                            (19,867)      (228,738)      (149,561)
                                                    -----------    -----------    -----------

Net loss as shown on the income tax returns         $(3,564,243)   $(4,060,945)   $(3,858,555)
                                                    ===========    ===========    ===========
</TABLE>


NOTE 10 - Commitments and Contingencies

a)  Uninsured Cash and Cash Equivalents

The  Partnership  and its subsidiary  partnerships  maintain their cash and cash
equivalents  in various  banks.  The  accounts  at each bank are  insured by the
Federal Deposit  Insurance  Corporation  for up to $100,000.  At March 31, 2004,
uninsured cash and cash equivalents at various banking institutions approximated
$1,378,000.

b)  Leases

One subsidiary  partnership is leasing the land on which the Project is located,
for a term of 65 years  starting on July 14, 1982.  At December  31,  2003,  the
subsidiary partnership is obligated to pay rent of $1 per annum.

c)  Other

The  Partnership  is subject to the risks  incident to potential  losses arising
from the  management  and  ownership of improved  real estate and poor  economic
conditions.

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. The Partnership  generated  $5,356,758 of Housing Tax Credits during each
of the 2003, 2002 and 2001 tax years.  The Housing Tax Credits expire at various
times ending in 2009.

                                       62
<PAGE>

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


NOTE 11 - New Accounting Pronouncements

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

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

                                       63
<PAGE>

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

None

Item 9A. Controls and Procedures

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

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


                                    PART III

Item 10.  Directors and Executive Officers of the Registrant.

The  Partnership  has no  directors  or executive  officers.  The  Partnership's
affairs are managed and controlled by Related Independence L.L.C. ("RILLC"), the
General  Partner.  The members of RILLC are Related General II, L.P., a Delaware
limited partnership ("RGII),  Alan P. Hirmes and Stuart J. Boesky. RCMP, Inc., a
Delaware  corporation  ("RCMP")  is  the  sole  general  partner  of  RGII.  The
Partnership  has not adopted a separate code of ethics  because the  Partnership
has no directors or executive officers.  However,  the parent company of Related
Capital Company ("RCC"),  which controls the General Partner, has adopted a code
of ethics. See http://www.chartermac.com.
               -------------------------

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

Certain  information  concerning  the  executive  officers and  directors of the
General Partner of RCMP is set forth below.

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

Alan P. Hirmes                    Director and President of RCMP
                                  President and Member of RILLC

Michael J. Wechsler               Director and Executive Vice President of RCMP

Stuart J. Boesky                  Senior Vice President and Member of RILLC

Marc D. Schnitzer                 Vice President of RILLC

Denise L. Kiley                   Vice President of RILLC

Glenn F. Hopps                    Treasurer of RILLC

Teresa Wicelinski                 Secretary of RILLC


                                       64
<PAGE>

ALAN P. HIRMES,  49, is a Director and President of RCMP and President of RILLC.
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. Mr.
Hirmes  also  serves on the Board of  Trustees  of  Charter  Municipal  Mortgage
Acceptance Company ("CharterMac") and American Mortgage Acceptance Company.

MICHAEL J. WECHSLER, 65, is a Director and Executive Vice President of RCMP. Mr.
Wechsler joined the predecessor of The Related Companies,  L.P. in 1987 as Chief
Operating  Officer  and  Executive  Vice  President  and is the Chief  Operating
Officer and Executive Vice President of the Related Realty Group,  Inc. Prior to
that, he was Senior Vice  President  and a Managing  Director of the Real Estate
Division of Chemical Bank with overall  responsibility  for  administration  and
lending activities of the Division in 25 states and New York City. He supervised
a  diversified  portfolio  of  construction  and real estate  loans of over $3.5
billion. Mr. Wechsler attended the Massachusetts Institute of Technology when he
received a Bachelor of Science  degree in Civil  Engineering  and  received  his
Masters in Business  Administration from the Harvard Graduate School of Business
Administration.

STUART J. BOESKY,  48, is a Vice President of RILLC.  Mr. Boesky  practiced real
estate  and tax law in New York  City with the law firm of  Shipley &  Rothstein
from 1984  until  February  1986 when he joined  Capital.  From 1983 to 1984 Mr.
Boesky  practiced  law  with  the  Boston  law firm of Kaye  Fialkow  Richard  &
Rothstein (which subsequently merged with Strook & Strook & Lavan) and from 1978
to 1980 was a consultant  specializing  in real estate at the accounting firm of
Laventhol & Horwath.  Mr. Boesky graduated from Michigan State University with a
Bachelor of Arts degree and from Wayne State  School of Law with a Juris  Doctor
degree.  He then  received  a Master of Laws  degree  in  Taxation  from  Boston
University  School of Law.  Mr.  Boesky  also serves on the Board of Trustees of
CharterMac and American Mortgage Acceptance Company.

MARC D. SCHNITZER,  43, is a Vice President of RILLC. 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.  Mr.  Schnitzer  also serves on the Board of Trustees of
CharterMac.

DENISE L. KILEY,  44, is responsible  for overseeing the due diligence and asset
management of the multifamily  residential  properties invested in RCC sponsored
corporate, public and private equity and debt funds. Prior to joining Related in
1990,  Ms.  Kiley  had  experience  acquiring,   financing  and  asset  managing
multifamily  residential  properties.  From 1981 through 1985 she was an auditor
with Price Waterhouse.  Ms. Kiley holds a Bachelor of Science in Accounting from
Boston College. Ms. Kiley also serves on the Board of Trustees of CharterMac.

GLENN F. HOPPS,  41, is Treasurer of RILLC. Mr. Hopps joined Related in December
1990,  and  prior  to that  date  was  employed  by Marks  Shron &  Company  and
Weissbarth,  Altman and  Michaelson,  certified  public  accountants.  Mr. Hopps
graduated  from New York State  University  at Albany with a Bachelor of Science
Degree in Accounting.

TERESA  WICELINSKI,  38, is Secretary of RILLC. Prior to joining Related in June
1992, Ms. Wicelinski was employed by Friedman,  Alpren & Green, certified public
accountants.  Ms.  Wicelinski  graduated from Pace University with a Bachelor of
Arts Degree in Accounting.

Item 11.  Executive Compensation.

The  Partnership has no officers or directors.  The Partnership  does not pay or
accrue any fees,  salaries or other forms of compensation to members 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,   an   accountable   expense
reimbursement  and  Subordinated  Disposition Fees to the General Partner and/or

                                       65
<PAGE>

its affiliates.  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  members  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   Percentage
Title of Class         Beneficial Ownership    Beneficial Ownership     of Class
--------------         --------------------    --------------------   ----------

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

Independence  SLP IV L.P., a limited  partnership  whose general  partner is the
General Partner of the Partnership and which acts as the special limited partner
of each Local  Partnership,  holds a .01%  limited  partnership  interest in the
Local  Partnerships.  See Note 8 to the  Financial  Statements  in Item 8 above,
which information is incorporated herein by reference thereto.

Except  as set  forth  below 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. The
following  table sets forth the number of BACs  beneficially  owned as of May 3,
2004 by (i) each BACs holder known to the  Partnership to be a beneficial  owner
of more than 5% of the BACs,  (ii) each  director and  executive  officer of the
General  Partner of RCMP and (iii) the directors  and executive  officers of the
General Partners of RCMP as a group.  Unless otherwise noted, all BACs are owned
directly with sole voting and dispositive powers.

                                       66
<PAGE>

<TABLE>
<CAPTION>
                                   Amount and Nature of      Percentage
Name of Beneficial Owner (1)       Beneficial Ownership        of Class
----------------------------       --------------------      ----------
<S>                                <C>                          <C>
Lehigh Tax Credit Partners, Inc.   2,868.06(2)                  6.3%
J. Michael Fried                   2,868.06(2)(3)               6.3%
Michael J. Wechsler                      --                      --
Alan P. Hirmes                     2,868.06(2)(3)               6.3%
Stuart J. Boesky                   2,868.06(2)(3)               6.3%
Stephen M. Ross                    2,868.06(2)(3)               6.3%
Marc D. Schnitzer                  2,868.06(2)(3)               6.3%
Glenn F. Hopps                           --       --
Teresa Wicelinski                        --                      --

All directors and executive
officers of the general partner
of the Related General Partner as
a group (eight persons)            2,868.06(2)(3)               6.3%
</TABLE>

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

(2) As set forth in Schedule 13D filed by Lehigh Tax Credit  Partners III L.L.C.
("Lehigh III") and Lehigh Tax Credit Partners,  Inc. (the "Managing  Member") on
January 25, 1999 with the Securities and Exchange  Commission (the "Commission")
and pursuant to a letter  agreement dated October 6, 1998 among the Partnership,
Lehigh III and Related Independence  Associates IV L.P. ("RIA") (the "Standstill
Agreement"),  Lehigh III agreed that,  prior to October 6, 2008 (the "Standstill
Expiration  Date"), it will not and it will cause certain  affiliates not to (i)
seek  to  propose  to  enter   into,   directly  or   indirectly,   any  merger,
consolidation, business combination, sale or acquisition of assets, liquidation,
dissolution or other similar transaction  involving the Partnership,  (ii) form,
join or  otherwise  participate  in a "group"  (within  the  meaning  of Section
13(d)(3) of the Act) with respect to any voting  securities of the  Partnership,
except  that those  affiliates  bound by the  Standstill  Agreement  will not be
deemed to have  violated it and formed a "group"  solely by acting in accordance
with the Standstill Agreement,  (iii) disclose in writing to any third party any
intention,  plan or  arrangement  inconsistent  with the terms of the Standstill
Agreement,  or (iv) loan money to,  advise,  assist or  encourage  any person in
connection  with  any  action  inconsistent  with the  terms  of the  Standstill
Agreement,  Lehigh  III also  agreed  to vote its BACs in the same  manner  as a
majority of all voting BACs holders;  provided,  however,  Lehigh is entitled to
vote its BACs as it determines  with regard to any proposal (i) to remove RIA as
a general  partner of the  Partnership  or (ii)  concerning the reduction of any
fees,  profits,  distributions  or  allocations  for the  benefit  of RIA or its
affiliates.  The discussion herein of the Standstill Agreement is subject to and
qualified in its entirety by  reference  to such  agreement,  a copy of which is
attached  hereto  as an  exhibit  and  incorporated  herein  by  reference.  The
addresses of each of the Partnership,  Lehigh III and RIA is 625 Madison Avenue,
New York, New York 10022.

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

Item 13.  Certain Relationships and Related Transactions.

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

                                       67
<PAGE>

Item 14.  Principal Accountant Fees and Services

Audit Fees
----------
The aggregate  fees billed by Friedman  Alpren & Green LLP and their  respective
affiliates (collectively, "Friedman") for professional services rendered for the
audit of our annual financial  statements for the years ended March 31, 2004 and
2003  and  for  the  reviews  of  the  financial   statements  included  in  the
Partnership's  Quarterly  Reports on Form 10-Q for those years were  $52,000 and
$52,000, respectively.

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

Tax Fees
--------
The aggregate fees billed by Weiser LLP (formerly, Rubin and Katz LLP) and their
respective  affiliates   (collectively,   "Weiser")  for  professional  services
rendered  for the  preparation  of our annual tax  returns  for the years  ended
December 31, 2003 and 2002 were $8,300 and $8,000, respectively.

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

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


                                       68
<PAGE>

                                     PART IV

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


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

       Report of Independent Registered Public Accounting Firm            16

       Consolidated Balance Sheets at March 31, 2004 and 2003             50

       Consolidated Statements of Operations for the Years Ended
       March 31, 2004, 2003 and 2002                                      51

       Consolidated Statements of Changes in Partners' Capital
       (Deficit) for the Years Ended March 31, 2004,  2003 and 2002       52

       Consolidated Statements of Cash Flows for the Years Ended
       March 31, 2004, 2003 and 2002                                      53

       Notes to Consolidated Financial Statements                         55

(a) 2. Consolidated Financial Statement Schedules

       Report of Independent Registered Public Accounting Firm            76

       Schedule I - Condensed Financial Information of Registrant         77

       Schedule III - Real Estate and Accumulated Depreciation            80

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

(a) 3. Exhibits

(3A)   Agreement of Limited Partnership of Independence Tax Credit
       Plus L.P. IV as adopted on February 22, 1995*

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

(3C)   Certificate of Limited Partnership of Independence Tax Credit
       Plus L.P. IV as filed on February 22, 1995*

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

(10B)  Escrow Agreement between Independence Tax Credit Plus L.P.
       IV 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                                     70

                                       69
<PAGE>

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

                                                                      Sequential
                                                                         Page
                                                                      ----------
       *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. 33-89968}

       **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. 33-89968}

       31.1 Certification Pursuant to Rule 13a-14(a) or Rule 15d-14(a).   73

       32.1  Certification  Pursuant to Rule  13a-14(b)  or Rule
       15d-14(b)  and  Section  1350 of Title 18 of the United States
       Code (18 U.S.C. 1350).                                             75

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

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

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

       BX-8A Team Associates, L.P.                                     NY
       Westminster Park Plaza                                          CA
       Fawcett Street Limited Partnership                              WA
       Figueroa Senior Housing Limited Partnership                     CA
       NNPHI Senior Housing Limited Partnership                        CA
       Belmont/McBride Apartments Limited Partnership                  NJ
       New Zion Apartments Limited Partnership                         LA
       Bakery Village Urban Renewal Associates, L.P.                   NJ
       Sojourner Douglass, L.P.                                        NJ
       Marlton Housing Partnership, L.P.                               PA
       GP Kaneohe Limited Partnership                                  HI
       KSD Village Apartments, Phase II, Ltd.                          KY
       Kanisa Apartments, Ltd.                                         KY
       Guymon Housing Partners, L.P.                                   OK


(d)    Not applicable



                                       70
<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. IV
                                  (Registrant)



                               By:  RELATED INDEPENDENCE L.L.C.,
                                    a General Partner



Date:  June 14, 2004                By: /s/ Alan P. Hirmes
                                        ------------------
                                        Alan P. Hirmes
                                        President, Chief Executive Officer
                                        and Chief Financial Officer



<PAGE>


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


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


                         President and Chief Executive Officer
                         Director and President of RCMP, Inc.,
                         the general partner of Related
                         General II L.P., a Member of Related
                         Independence L.L.C.
                         President and Member of
/s/ Alan P. Hirmes       Related Independence L.L.C.
------------------       President, Chief Executive Officer
Alan P. Hirmes           and Chief Financial Officer               June 14, 2004



/s/ Glenn F. Hopps
------------------       Treasurer of Related Independence
Glenn F. Hopps           L.L.C. (principal accounting officer)     June 14, 2004



<PAGE>


                                                                    Exhibit 31.1


                         CERTIFICATION PURSUANT TO RULE
                           13A-14(A) OR RULE 15D-14(A)


I, Alan P.  Hirmes,  Chief  Executive  Officer  and Chief  Financial  Officer of
Related  Independence  L.L.C.  (the  "General  Partner"),  which is the  General
Partner of  Independence  Tax Credit  Plus L.P. IV (the  "Partnership"),  hereby
certify that:

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

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

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

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

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

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

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

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


<PAGE>



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

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

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


          Date: June 14, 2004
                -------------
                                                 By: /s/ Alan P. Hirmes
                                                     ------------------
                                                     Alan P. Hirmes
                                                     Chief Executive Officer and
                                                     Chief Financial Officer


<PAGE>

                                                                    Exhibit 32.1


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


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


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


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

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



By:  /s/Alan P. Hirmes
     -----------------
     Alan P. Hirmes
     Chief Executive Officer and Chief Financial Officer
     June 14, 2004



<PAGE>


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
             -------------------------------------------------------
                        ON FINANCIAL STATEMENT SCHEDULES
                        --------------------------------


TO THE PARTNERS OF
INDEPENDENCE TAX CREDIT PLUS L.P. IV AND SUBSIDIARIES


In  connection  with our  audits of the  consolidated  financial  statements  of
INDEPENDENCE TAX CREDIT PLUS L.P. IV AND SUBSIDIARIES  included in the Form 10-K
as  presented in our opinion  dated May 12, 2004,  which is based in part on the
reports of other  auditors,  we have also  audited  supporting  Schedule I as of
March 31, 2004 and 2003 and for the years ended 2004, 2003 and 2002 and Schedule
III as of March 31, 2004 and for the years ended March 31, 2004,  2003 and 2002.
In our opinion,  based on our audits,  the reports of the other auditors,  these
schedules  present fairly,  when read in conjunction with the related  financial
statements, the financial data required to be set forth therein.




/s/ Friedman Alpren & Green LLP
Friedman Alpren & Green LLP

New York, New York
May 17, 2004


                                       76
<PAGE>


                      INDEPENDENCE TAX CREDIT PLUS L.P. IV
                                   SCHEDULE I
                  CONDENSED FINANCIAL INFORMATION OF REGISTRANT
              (Not Including Consolidated Subsidiary Partnerships)
<TABLE>
<CAPTION>

                            CONDENSED BALANCE SHEETS


                                     ASSETS

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

<S>                                                   <C>           <C>
Cash and cash equivalents                             $   908,650   $ 1,215,461
Investment in subsidiary partnerships                  21,062,714    23,372,840
Cash held in escrow                                       606,660       615,135
Other assets                                            1,809,297     1,800,821
                                                      -----------   -----------

Total assets                                          $24,387,321   $27,004,257
                                                      ===========   ===========


                        LIABILITIES AND PARTNERS' CAPITAL


Due to general partner and affiliates                 $ 1,779,161   $ 1,338,353
Other liabilities                                          53,940        50,410
                                                      -----------   -----------

Total liabilities                                       1,833,101     1,388,763

Partners' capital                                      22,554,220    25,615,494
                                                      -----------   -----------

Total liabilities and partners' capital               $24,387,321   $27,004,257
                                                      ===========   ===========
</TABLE>

                                       77
<PAGE>

                      INDEPENDENCE TAX CREDIT PLUS L.P. IV
                                   SCHEDULE I
                  CONDENSED FINANCIAL INFORMATION OF REGISTRANT
              (Not Including Consolidated Subsidiary Partnerships)
<TABLE>
<CAPTION>
                       CONDENSED STATEMENTS OF OPERATIONS


                                                          Year Ended March 31,
                                                -----------------------------------------
                                                    2004          2003            2002
                                                -----------    -----------    -----------
<S>                                             <C>            <C>            <C>
Revenues

Interest income                                 $     6,849    $    13,751    $    58,353
                                                -----------    -----------    -----------

Expenses

Administrative and management                        97,212        114,727        105,301
Administrative and management-related parties       480,785        448,976        453,977
                                                -----------    -----------    -----------

Total expenses                                      577,997        563,703        559,278
                                                -----------    -----------    -----------

Loss from operations                               (571,148)      (549,952)      (500,925)

Equity in loss of subsidiary partnerships        (2,490,126)    (2,829,199)    (2,805,537)
                                                -----------    -----------    -----------

Net loss                                        $(3,061,274)   $(3,379,151)   $(3,306,462)
                                                ===========    ===========    ===========
</TABLE>


                                       78
<PAGE>

                      INDEPENDENCE TAX CREDIT PLUS L.P. IV
                                   SCHEDULE I
                  CONDENSED FINANCIAL INFORMATION OF REGISTRANT
              (Not Including Consolidated Subsidiary Partnerships)
<TABLE>
<CAPTION>
                       CONDENSED STATEMENTS OF CASH FLOWS

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

Net loss                                              $(3,061,274)   $(3,379,151)   $(3,306,462)
                                                      -----------    -----------    -----------

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

Equity in loss of subsidiary partnerships               2,490,126      2,829,199      2,805,537
(Increase) decrease in other assets                        (8,476)      (194,420)       493,009
Increase in liabilities:
Due to general partner and affiliates                     440,808        299,480        166,318
Other liabilities                                           3,530          1,781          1,042
                                                      -----------    -----------    -----------

Total adjustments                                       2,925,988      2,936,040      3,465,906
                                                      -----------    -----------    -----------

Net cash (used in) provided by operating activities      (135,286)      (443,111)       159,444
                                                      -----------    -----------    -----------

Cash flows from investing activities:

Decrease (increase) in cash held in escrow                  8,475        126,324       (245,958)
(Decrease) increase in investments in subsidiary
  partnerships                                           (180,000)        22,408     (1,204,157)
                                                      -----------    -----------    -----------

Net cash (used in) provided by investing activities      (171,525)       148,732     (1,450,115)
                                                      -----------    -----------    -----------

Net decrease in cash and cash equivalents                (306,811)      (294,379)    (1,290,671)

Cash and cash equivalents, beginning of year            1,215,461      1,509,840      2,800,511
                                                      -----------    -----------    -----------

Cash and cash equivalents, end of year                $   908,650    $ 1,215,461    $ 1,509,840
                                                      ===========    ===========    ===========
</TABLE>

                                       79
<PAGE>

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

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

BX-8A Team Associates, L.P.                     $ 1,829,044     $     5,467     $ 2,667,819     $   311,594
  Bronx, NY
Westminster Park Plaza                            7,783,379       1,197,697       8,093,774       1,968,240
  Los Angeles, CA
Fawcett Street Limited Partnership                2,011,712         390,654       4,247,465         188,181
  Tacoma, WA
Figueroa Senior Housing Limited Partnership       3,009,313         279,000       4,978,250         547,800
  Los Angeles, CA
NNPHI Senior Housing Limited Partnership          3,930,208         709,657       6,135,419         364,288
  Los Angeles, CA
Belmont/McBride Apartments                        2,848,672         154,934       5,627,693       2,512,963
  Limited Partnership
  Paterson, NJ
Sojourner Douglass, L.P.                          1,977,352         141,297       2,573,950         122,477
  Paterson, NJ
New Zion Apartments Limited Partnership           1,034,853          20,000       2,688,770          76,839
  Shreveport, LA
Bakery Village Urban Renewal                      4,580,003          50,000      14,912,416       2,731,224
  Associates, L.P.
  Montclair, NJ
Marlton Housing Partnership, L.P.                 1,849,000           2,648       1,547,121       1,714,007
  Philadelphia, PA
GP Kaneohe Limited Partnership                    1,984,232               0       3,306,828          47,804
  Kaneohe, HI
KSD Village Apartments, Phase II Ltd.               415,053               0         887,539          30,554
  Danville, KY
Kanisa Apartments Ltd.                            1,408,217         106,592       4,846,543         102,813
  Fayette County, KY
Guymon Housing Partners, L.P.                     1,739,968          84,918       4,238,907         739,965
  Guymon, OK
                                                -----------     -----------     -----------     -----------

                                                $36,401,006     $ 3,142,864     $66,752,494     $11,458,749
                                                ===========     ===========     ===========     ===========
<CAPTION>

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

BX-8A Team Associates, L.P.                     $    11,579     $ 2,973,301     $ 2,984,880     $   815,852        1995-96
  Bronx, NY
Westminster Park Plaza                            1,292,427       9,967,284      11,259,711       1,800,986        1996-97
  Los Angeles, CA
Fawcett Street Limited Partnership                  396,383       4,429,917       4,826,300       1,192,006        1996-97
  Tacoma, WA
Figueroa Senior Housing Limited Partnership         291,377       5,513,673       5,805,050       1,250,369        1996-97
  Los Angeles, CA
NNPHI Senior Housing Limited Partnership            715,387       6,493,977       7,209,364       1,317,305        1996-97
  Los Angeles, CA
Belmont/McBride Apartments                          182,633       8,112,957       8,295,590       1,626,537        1997-98
  Limited Partnership
  Paterson, NJ
Sojourner Douglass, L.P.                            143,996       2,693,728       2,837,724         669,131        1997-98
  Paterson, NJ
New Zion Apartments Limited Partnership              22,699       2,762,910       2,785,609         708,015        1997-98
  Shreveport, LA
Bakery Village Urban Renewal                         52,699      17,640,941      17,693,640       2,456,918        1997-98
  Associates, L.P.
  Montclair, NJ
Marlton Housing Partnership, L.P.                     4,355       3,259,421       3,263,776         398,442        1998-99
  Philadelphia, PA
GP Kaneohe Limited Partnership                          613       3,354,019       3,354,632         447,488        1999-00
  Kaneohe, HI
KSD Village Apartments, Phase II Ltd.                   612         917,480         918,092         120,361        1999-00
  Danville, KY
Kanisa Apartments Ltd.                              107,205       4,948,743       5,055,948         567,985        1998-99
  Fayette County, KY
Guymon Housing Partners, L.P.                        85,531       4,978,260       5,063,791         948,996        1998-99
  Guymon, OK
                                                -----------     -----------     -----------     -----------

                                                $ 3,307,496     $78,046,611     $81,354,107     $14,320,391
                                                ===========     ===========     ===========     ===========

<CAPTION>

                                                              Depreciation in
                                                               Latest Income
                                                  Date        Statements are
             Description                        Acquired        Computed(a)
-------------------------------------------     ---------     ---------------
<S>                                             <C>             <C>
Apartment Complexes

BX-8A Team Associates, L.P.                     Oct. 1995       27.5 years
  Bronx, NY
Westminster Park Plaza                          June 1996       27.5 years
  Los Angeles, CA
Fawcett Street Limited Partnership              June 1996       27.5 years
  Tacoma, WA
Figueroa Senior Housing Limited Partnership     Nov. 1996       27.5 years
  Los Angeles, CA
NNPHI Senior Housing Limited Partnership        Dec. 1996       27.5 years
  Los Angeles, CA
Belmont/McBride Apartments                      Jan. 1997       27.5 years
  Limited Partnership
  Paterson, NJ
Sojourner Douglass, L.P.                        Feb. 1997       27.5 years
  Paterson, NJ
New Zion Apartments Limited Partnership         Oct. 1997       27.5 years
  Shreveport, LA
Bakery Village Urban Renewal                    Dec. 1997       27.5 years
  Associates, L.P.
  Montclair, NJ
Marlton Housing Partnership, L.P.               May 1998        27.5 years
  Philadelphia, PA
GP Kaneohe Limited Partnership                  July 1999       7-40 years
  Kaneohe, HI
KSD Village Apartments, Phase II Ltd.           July 1999       10-40 years
  Danville, KY
Kanisa Apartments Ltd.                          Oct. 1999       5-40 years
  Fayette County, KY
Guymon Housing Partners, L.P.                   Dec. 1999       27.5 years
  Guymon, OK

</TABLE>

(a) Depreciation is computed using primarily the  straight-line  method over the
    estimated useful lives determined by the Partnership date of acquisition.


                                       80
<PAGE>

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

                                                Cost of Property and Equipment                    Accumulated Depreciation
                                         ---------------------------------------------    ------------------------------------------
                                                                              Year Ended March 31,
                                         -------------------------------------------------------------------------------------------
                                             2004            2003             2002            2004           2003           2002
                                         ------------    ------------     ------------    ------------   ------------   ------------
<S>                                      <C>             <C>              <C>             <C>            <C>            <C>
Balance at beginning of year             $ 81,306,913    $ 81,381,851     $ 80,299,731    $ 11,915,199   $  9,458,063   $  7,000,352
(Adjustment to) additions during year:
Land, building and improvements                47,194         (74,938)       1,082,120
Depreciation expense                                                                         2,405,192      2,457,136      2,457,711
                                         ------------    ------------     ------------    ------------   ------------   ------------
Balance at close of year                 $ 81,354,107    $ 81,306,913     $ 81,381,851    $ 14,320,391   $ 11,915,199   $  9,458,063
                                         ============    ============     ============    ============   ============   ============
</TABLE>

At the time the Local Partnerships were acquired by Independence Tax Credit Plus
L.P. IV, the entire purchase price paid by Independence  Tax Credit Plus L.P. IV
was pushed down to the Local  Partnerships  as property  and  equipment  with an
offsetting credit to capital.


                                       81