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, 2005

                                       OR

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


                         COMMISSION FILE NUMBER 0-17015

                      INDEPENDENCE TAX CREDIT PLUS L.P. IV
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


                     Delaware                                   13-3809869
-------------------------------------------------          ---------------------
 (State or other jurisdiction of incorporation or           (I.R.S. Employer
                  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) 317-5700

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, 2004 was
$21,221,000, 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, 2005,  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, 2005, 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 $1,391,000 remains to be paid to the Local Partnerships (including
approximately  $593,000  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
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.

The tax credits ("Tax Credits") are attached to a subsidiary partnership ("Local
Partnership")  for a period  of 10  years  (the  "Tax  Credit  Period")  and are
transferable  with the property during the entirety 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. The Tax Credit periods are
scheduled to expire at various times  through  December 31, 2012 with respect to
the Local Partnerships depending upon when the Tax Credit Period commenced.

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 the  property
investments  themselves are reduced to estimated fair value (generally using the
discounted cash flow valuation method).  Through March 31, 2005, the Partnership
has not recorded any loss on impairment of assets or reduction to estimated fair
value.

                                       3
<PAGE>

While the value of the  remaining Tax Credits are a factor in  calculating  fair
value,  the  expiration of the Tax Credit Period,  in and of itself,  is not the
only factor in determining whether there is an impairment and generally does not
have any adverse impact on the fair value of the Local Partnerships.

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").



                                       4
<PAGE>


Item 2.  Properties

As of March 31, 2005, 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 .

                           Local Partnership Schedule
                           --------------------------
<TABLE>
<CAPTION>
                                                                               Percentage of Units
                                                                                Occupied at May 1,
       Name and Location                                           --------------------------------------------
       (Number of Units)                       Date Acquired       2005      2004      2003      2002      2001
--------------------------------------------------------------     ----      ----      ----      ----      ----
<S>                                             <C>                <C>       <C>       <C>       <C>       <C>
BX-8A Team Associates, L.P.                     October 1995       100%       98%       93%      100%       95%
  Bronx, NY (41)

Westminster Park Plaza                          June 1996           94%       98%       98%       99%       98%
(a California Limited Partnership)
  Los Angeles, CA (130)

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

Figueroa Senior Housing Limited Partnership     November 1996       97%       98%       98%      100%       99%
   Los Angeles, CA (66)

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

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

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

New Zion Apartments Limited Partnership         October 1997        94%       96%       95%       88%      100%
   Shreveport, LA (100)

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

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

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

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

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

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

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

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

                                       5
<PAGE>

Real estate taxes are calculated using rates and assessed valuations  determined
by the  township  or city in which the  property  is  located.  Such  taxes have
approximated  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, 2005, 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 4, 2005, the Partnership has approximately 2,534 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,
2005. The Partnership  does not anticipate  providing cash  distributions to its
BACs holders other than from net refinancing or sales proceeds.

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                   2005           2004           2003*           2002             2001
------------------------------------ -------------  -------------  --------------  --------------  ---------------

<S>                                  <C>            <C>            <C>             <C>             <C>
 Revenues                            $  5,968,825   $  5,869,146   $   5,799,931   $   5,691,878   $    5,848,287

 Operating expenses                    (9,234,871)    (8,956,621)     (9,213,437)     (9,032,990)      (9,641,822)
                                      ------------   ------------   -------------   -------------    -------------

 Loss before minority interest         (3,266,046)    (3,087,475)     (3,413,506)     (3,341,112)      (3,793,535)

 Minority interest in loss of
  subsidiary
  partnership                              29,336         26,201          34,355          34,650           19,869
                                      ------------   ------------   -------------   -------------    -------------

 Net loss                            $ (3,236,710)  $ (3,061,274)  $  (3,379,151)  $  (3,306,462)  $   (3,773,666)
                                      ============   ============   =============   =============    =============

 Net loss per weighted average BAC   $     (69.90)  $     (66.11)  $      (72.97)  $      (71.40)  $       (81.49)
                                      ============   ============   =============   =============    =============

<CAPTION>

                                                                 Year Ended March 15,
                                     -----------------------------------------------------------------------------
        FINANCIAL POSITION               2005           2004           2003            2002             2001
------------------------------------ -------------  -------------  --------------  --------------  ---------------

<S>                                  <C>            <C>            <C>             <C>             <C>
 Total assets                        $ 70,814,773   $ 73,292,160   $  75,661,500   $  78,765,789   $   80,941,604
                                      ============   ============   =============   =============    =============

 Total liabilities                   $ 49,612,903   $ 48,812,277   $  48,094,142   $  47,526,993   $   46,542,781
                                      ============   ============   =============   =============    =============

 Minority interest                   $  1,884,360   $  1,925,663   $   1,951,864   $   2,244,151   $    2,097,716
                                      ============   ============   =============   =============    =============

 Total partners' capital             $ 19,317,510   $ 22,554,220   $  25,615,494   $  28,994,645   $   32,301,107
                                      ============   ============   =============   =============    =============
</TABLE>

* Reclassified for comparative purposes.

At  March  31,  2005,   2004,  2003  2002  and  2001,   total  assets  decreased
approximately $2,477,000,  $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.
At March 31, 2005, 2004, 2003, 2002 and 2001,  property and equipment  decreased
approximately  $2,353,000,  $2,358,000,  $2,532,000,  $1,376,000  and $1,152,000
primarily  due to  depreciation  expense.  At March  31,  2005,  2004 and  2003,
mortgage  notes  decreased   approximately   $214,000,   $89,000  and  $339,000,
respectively.  At March 31, 2002 and 2001 mortgage notes increased approximately
$79,000 and $1,100,000, respectively.


                                       7
<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, 2005, 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 $1,391,000 remains to be paid
to the  Local  Partnerships  (including  approximately  $593,000  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,  2005,  approximately
$14,000 was paid to Local  Partnerships.  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, 2005.

As of March 31,  2005,  cash and cash  equivalents  of the  Partnership  and its
fourteen consolidated Local Partnerships decreased  approximately  ($67,000) due
to the acquisition of property and equipment ($38,000), an increase in cash held
in escrow  relating to investing  activities  ($64,000),  repayments of mortgage
notes ($214,000), a net decrease in due to local general partners and affiliates
relating to  investing  activities  ($375,000),  an  increase in deferred  costs
($5,000)  and  a  decrease  in  capitalization   of  consolidated   subsidiaries
attributable  to minority  interest  ($12,000)  which  exceeded cash provided by
operating  activities  ($641,000).  Included in the adjustments to reconcile the
net loss to net cash provided by operations is depreciation  and amortization of
approximately $2,448,000.

Total  expenses  for  the  years  ended  March  31,  2005  and  2004,  excluding
depreciation and amortization, interest and general and administrative - related
parties, totaled $4,062,712 and $3,846,737,  respectively.  Accounts payable and
other liabilities  totaled  $9,075,556 and $8,239,856,  respectively,  which are
comprised of the following amounts:
<TABLE>
<CAPTION>
                                                March 31,
                                    -------------------------------
                                         2005              2004
                                    --------------   --------------
<S>                                  <C>              <C>
Accounts payable                     $    457,500     $    540,436
Accrued interest payable                8,236,181        7,318,920
Security deposits payable                 381,875          380,500
                                      -----------      ------------

   Total accounts payable            $  9,075,556     $   8,239,856
                                      ===========      ============
</TABLE>

As  indicated  in  the  above  table,   accrued   interest   payable   comprised
approximately  91% and 89% of the total accounts  payable and other  liabilities
amount at March 31, 2005 and 2004. Such amount  represents the accrued  interest
on all mortgage  loans,  which  include  primary and  secondary  loans.  Certain
secondary  loans have  provisions  such that interest is accrued but not payable
until a future date. The Partnership anticipates the payment of accrued interest
on the  secondary  loans  (which make up the  majority  of the accrued  interest
payable  amount  indicated  in the above table and which have been  accumulating
since the Partnership's  investment in the respective Local Partnership) will be
made  from  future  refinancings  or  sales  proceeds  of the  respective  Local
Partnerships.   In  addition,   each  Local  Partnership's  mortgage  notes  are
collateralized  by the land and buildings of the respective  Local  Partnership,
and are without further recourse to the Partnership.

Security  deposits payable are offset by cash held in security  deposits,  which
are included in "Cash held in escrow" on the financial statements.

Accounts payable are short term  liabilities  which are expected to be paid from
operating cash flows,  working capital balances at the Local Partnership  level,
local general partner  advances and in certain  circumstances  advances from the
Partnership.  Because the provisions of the secondary loans defer the payment of
accrued interest of the respective Local Partnerships,  the Partnership believes
it (and the applicable Local Partnerships) has sufficient  liquidity and ability
to generate cash and to meet existing and known or reasonably likely future cash
requirements over both the short and long term.

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, 2005,  approximately  $33,000 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, 2005, 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 both March 31, 2005 and 2004, the gross
amount of the Operating Deficit Guarantees aggregate  approximately  $1,897,000.
As of both  March 31,  2005 and 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.

                                       8
<PAGE>

Partnership   management  fees  owed  to  the  General   Partner   amounting  to
approximately  $1,967,000 and $1,630,000 were accrued and unpaid as of March 31,
2005 and 2004, 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 2005. 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
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,
2005, 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)  $  36,098,561    $     637,599    $   1,129,240     $   1,107,031    $  33,224,691
                             ============     ============     ============      ============     ============
</TABLE>

(a)  The  mortgage  loans are  payable  in  aggregate  monthly  installments  of
     approximately  $131,000 including principal and interest with rates varying
     from 0% to 9.11%  per  annum  and have  maturity  dates  ranging  from 2008
     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/Valuation of Long-Lived Assets

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
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, 2005, the  Partnership has not recorded any loss on impairment
of assets or reductions to estimated fair value.

b)  Revenue Recognition

Rental  income is earned  under  standard  residential  operating  leases and is
typically  due the first day of each month,  but can vary by property due to the
terms of the tenant leases.  Rental income is recognized when earned and charged
to tenants' accounts receivable if not received by the due date. Rental payments
received in advance of the due date are deferred until earned.  Rental subsidies
are recognized as rental income during the month in which it is earned.

Other  revenues are  recorded  when earned and consist of the  following  items:
Interest  income  earned on cash and cash  equivalent  balances and cash held in
escrow balances,  income from forfeited security deposits, late charges, laundry
and vending income and other rental related items.


                                       9
<PAGE>

Other revenues  include the following  amounts at both the Partnership and Local
Partnership level:

<TABLE>
<CAPTION>
                                                 Years Ended March 31,
                                    ------------------------------------------------
                                        2005             2004             2003
                                    --------------   --------------   --------------
<S>                                 <C>               <C>              <C>
Interest                            $       34,738    $      41,261    $      77,958
Other                                      249,548          199,750          201,559
                                      ------------     ------------     ------------

   Total other revenue              $      284,286    $     241,011    $     279,517
                                      ============     ============     ============
</TABLE>

c)  Related Parties

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 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, which is incorporated herein by reference.

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

On  December  16,  2004,  the FASB  issued  Statement  of  Financial  Accounting
Standards  ("SFAS") No. 153,  Exchanges of Nonmonetary  Assets - An Amendment of
APB Opinion No. 29 ("SFAS No.  153").  The  amendments  made by SFAS No. 153 are
based on the principle that  exchanges of nonmonetary  assets should be measured
based on fair value of the assets exchanged.  Further,  the amendments eliminate
the narrow exception for nonmonetary  exchanges of similar productive assets and
replace it with a broader exception for exchanges of nonmonetary  assets that do
not have  "commercial  substance."  SFAS No. 153 is  effective  for  nonmonetary
assets  exchanges  occurring in fiscal period beginning after June 15, 2005. The
Company does not believe that the adoption of SFAS No. 153 on June 15, 2005 will
have a material effect on the Company's consolidated financial statements.

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) does not 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,  2005,  2004  and  2003  totaled
$3,236,710, $3,061,274 and $3,379,151, 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 2004,
2003 and 2002 tax years.

The Partnership's results of operations for the years ended March 31, 2005, 2004
and 2003 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.

2005 vs. 2004
-------------

Rental income  increased  approximately  1% for the year ended March 31, 2005 as
compared to the  corresponding  period  ended March 31, 2004,  primarily  due to
rental rate increases.

Other income increased  approximately  $43,000 for the year ended March 31, 2005
as compared to the corresponding  period ended March 31, 2004,  primarily due to
the write-off of certain  payables at one Local  Partnership  and an increase in
late charges and insufficient funds charges at a second Local Partnership.

Total expenses, excluding general and administrative-related parties and repairs
and maintenance, remained fairly consistent with an increase of approximately 1%
for the year ended March 31, 2005 as compared to the corresponding  period ended
March 31, 2004.

                                       10
<PAGE>

General and  administrative-related  parties increased approximately $69,000 for
the year ended March 31,  2005,  as compared to the  corresponding  period ended
March 31, 2004,  primarily  due to two Local  Partnerships  changing  from third
party management companies in 2004 to affiliated management companies in 2005.

Repairs and  maintenance  increased  approximately  $103,000  for the year ended
March 31, 2005,  as compared to the  corresponding  period ended March 31, 2004,
primarily due to an increase in supplies and miscellaneous  maintenance  expense
at one Local Partnership, the building exterior being painted and an increase in
wheelchair  lift  repairs  at a second  Local  Partnership  and an  increase  in
exterior painting expense at a third Local Partnership.

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
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.

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.

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.
However,  continued  inflation  may  result in  appreciated  values of the Local
Partnership's  apartment  complexes over a period of time as rental revenues and
replacement cost continue to increase.

Item 7A.  Quantitative and Qualitative Disclosures About Market Risk

Mortgage notes are payable in aggregate monthly installments including principal
and interest at rates varying from 0% to 9.11% per annum.  The Partnership  does
not believe there is a material risk associated with the various  interest rates
associated  with the  mortgage  notes as the  majority of the Local  Partnership
mortgage notes have fixed rates. The Partnership  currently discloses in Item 8,
Note 3 of the Notes to Consolidated Financial Statements,  the fair value of the
mortgage  notes  payable.  The  Partnership  does not have any other market risk
sensitive instruments.

                                       11
<PAGE>

Item 8.    Financial Statements and Supplementary Data
                                                                      Sequential
                                                                         Page
                                                                      ----------

(a)1.      Consolidated Financial Statements

           Report of Independent Registered Public Accounting
             Firm                                                          13

           Consolidated Balance Sheets at March 31, 2005 and 2004          45

           Consolidated Statements of Operations for the years
             ended March 31, 2005, 2004 and 2003                           46

           Consolidated Statements of Changes in Partners'
             Capital (Deficit) for the years ended
             March 31, 2005, 2004 and 2003                                 47

           Consolidated Statements of Cash Flows for the years
             ended March 31, 2005, 2004 and 2003                           48

           Notes to Consolidated Financial Statements                      49



                                       12
<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,  2005 and  2004,  and the  related  consolidated
statements of operations,  changes in partners' capital (deficit) and cash flows
for each of the years in the  three-year  period  ended  March 31,  2005.  These
consolidated  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, fourteen and thirteen subsidiary partnerships, whose losses aggregated
$2,682,216,  $2,485,937 and $2,801,465 for the years ended March 31, 2005,  2004
and 2003, respectively,  and whose assets constituted 96% of consolidated assets
at March 31, 2005 and 2004.  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,  2005 and 2004,  and the
results of their  operations and their cash flows for each of the years ended in
the  three-year  period  ended March 31, 2005,  in  conformity  with  accounting
principles generally accepted in the United States of America.



/s/ Friedman LLP
Friedman LLP
New York, New York
June 10, 2005

                                       13
<PAGE>

[LETTERHEAD OF REZNICK GROUP, P.C.]

INDEPENDENT AUDITORS' REPORT

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

We have audited the accompanying balance sheets of BX 8A Team Associates,  L.P.,
for the years ended  December 31, 2004 and 2003,  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 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, 2004 and 2003,  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 Group, P.C.
Atlanta, Georgia
February 1, 2005


                                       14
<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


                                       15
<PAGE>


[LETTERHEAD OF REZNICK GROUP, P.C.]

INDEPENDENT AUDITORS' REPORT

To the Partners
Westminster Park Plaza, L.P.

We have audited the accompanying  balance sheets of Westminster Park Plaza, L.P.
as of December  31, 2004 and 2003,  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, 2004 and 2003, 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 Group, P.C.
Sacramento, California
January 18, 2005


                                       16
<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


                                       17
<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, 2004 and 2003,  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, 2004 and 2003, 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
January 31, 2005


                                       18
<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


                                       19
<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, 2004, 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, 2004 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
January 27, 2005
Carson, California



                                       20
<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



                                       21
<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



                                       22
<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,
2004, 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, 2004,  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
January 27, 2005
Carson, California


                                       23
<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


                                       24
<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


                                       25
<PAGE>


[LETTERHEAD OF REZNICK GROUP, P.C.]

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, 2004 and 2003,
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, 2004 and 2003,
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 Group, P.C.
Baltimore, Maryland
January 19, 2005


                                       26
<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


                                       27
<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, 2004 and
2003 and the related statements of operations, partners' equity (deficiency) and
cash  flows  for the  years  then  ended.  These  financial  statements  are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Sojourner Douglas Urban Renewal
Partnership,  L.P. (A Limited Partnership) as of December 31, 2004 and 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, 21, 2005



                                       28
<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


                                       29
<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, 2004, 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 at December 31, 2004, 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, 2004 taken as a whole. The
accompanying  supplemental  information (Schedules 1 through 8) 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  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  January  26, 2005 on our  consideration  of New Zion  Apartments  Limited
Partnership's  internal control over financial reporting and on our tests of its
compliance  with  certain  provisions  of laws,  regulations,  contracts,  grant
agreements,  and other matters.  The purpose of those reports is to describe the
scope of our testing of internal control over financial reporting and compliance
and the results of that  testing  and not to provide an opinion on the  internal
control over financial reporting or on compliance. 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
January 26, 2005



                                       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 REZNICK GROUP, P.C.]

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, 2004 and 2003, 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,  2004 and 2003,  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 Group, P.C.
Baltimore, Maryland
February 28, 2005


                                       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 GROUP, P.C.]

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, 2004 and 2003, 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, 2004 and 2003,  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 Group, P.C.
Baltimore, Maryland
January 28, 2005


                                       35
<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


                                       36
<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  sheets  of  GP  Kaneohe  Limited
Partnership  as of December  31, 2004 and 2003,  and the related  statements  of
operations, changes in partners' capital (deficit), and cash flows for the years
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 audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of GP Kaneohe Limited Partnership
as of December 31, 2004 and 2003, and the results of its operations, the changes
in its  partners'  capital  (deficit) and cash flows for the years then ended in
conformity with accounting principles generally accepted in the United States of
America.

/s/ Favors & Associates, CPA's, P.S.
Fircrest, Washington
January 31, 2005


                                       37
<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


                                       38
<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,  2004  and 2003 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, 2004 and 2003, 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/ Miller, Mayer, Sullivan, & Stevens, LLP
Lexington, Kentucky
February 1, 2005


                                       39
<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


                                       40
<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,  as of  December  31,  2004 and  2003  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, 2004 and 2003, 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.

In accordance with GOVERNMENT AUDITING STANDARDS,  we have also issued a reports
dated  February  8,  2005 on our  consideration  of  Kanisa  Apartments,  Ltd.'s
internal  control over  financial  reporting and on our tests of its  compliance
with certain provisions of laws, regulations,  contracts,  grant agreements, and
other  matters.  The purpose of those  reports is to  describe  the scope of our
testing of internal  control over  financial  reporting and  compliance  and the
results of that  testing and not to provide an opinion on the  internal  control
over financial reporting or on compliance. 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 of the partnership.  Such
information has been subjected to the auditing  procedures applied in the audits
of the basic financial  statements and, in our opinion, is fairly stated, in all
material  respects,  in relation to the basic  financial  statements  taken as a
whole.

/s/ Miller, Mayer, Sullivan, & Stevens, LLP
Lexington, Kentucky
February 8, 2005
EIN: 61-0866166
Lead Auditor: Darren C. Johnson, CPA
Audit Principal: John T. Miller, CPA


                                       41
<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


                                       42
<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, 2004 and
2003, 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 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 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, 2004 and 2003, 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 18, 2005
Fort Smith, Arkansas



                                       43
<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



                                       44
<PAGE>



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

<TABLE>
<CAPTION>

                                     ASSETS

                                                                                   March 31,
                                                                         ------------------------------
                                                                             2005             2004
                                                                         -------------    -------------
<S>                                                                      <C>              <C>
Property and equipment - at cost, less accumulated depreciation
(Notes 2 and 4)                                                          $ 64,680,722     $ 67,033,716
Cash and cash equivalents (Notes 2 and 10)                                  1,663,931        1,730,897
Cash held in escrow (Note 5)                                                3,303,235        3,292,937
Deferred costs, less accumulated amortization (Notes 2 and 6)                 654,969          706,837
Other assets                                                                  511,916          527,773
                                                                          ------------     ------------

Total assets                                                             $ 70,814,773     $ 73,292,160
                                                                          ============     ============


                               LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)


Liabilities:
Mortgage notes payable (Note 7)                                          $ 36,098,561     $ 36,312,132
Accounts payable and other liabilities                                      9,075,556        8,239,856
Due to local general partners and affiliates (Note 8)                       1,759,198        2,116,876
Due to general partner and affiliates (Note 8)                              2,679,588        2,143,413
                                                                          ------------     ------------

Total liabilities                                                          49,612,903       48,812,277
                                                                          ------------     ------------

Minority interest                                                           1,884,360        1,925,663
                                                                          ------------     ------------

Commitments and contingencies (Note 10)

Partners' capital (deficit):
Limited partners (100,000 BACs authorized; 45,844 issued and
outstanding) (Note 1)                                                      19,531,870       22,736,212

General partner                                                              (214,360)        (181,992)
                                                                          ------------     ------------

Total partners' capital (deficit)                                          19,317,510       22,554,220
                                                                          ------------     ------------

Total liabilities and partners' capital (deficit)                        $ 70,814,773     $ 73,292,160
                                                                          ============     ============
</TABLE>

The   accompanying   notes   are  an   integral   part  of  these   consolidated
financialstatements.


                                       45
<PAGE>


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

<TABLE>
<CAPTION>

                                                           Years Ended March 31,
                                               ----------------------------------------------
                                                   2005             2004            2003*
                                               -------------    -------------   -------------
<S>                                            <C>              <C>              <C>
Revenues
Rental income                                  $  5,684,539     $   5,628,135    $  5,520,414
Other income (principally interest income)          284,286           241,011         279,517
                                                ------------     ------------     -----------

                                                  5,968,825         5,869,146       5,799,931
                                                ------------     ------------     -----------

Expenses
General and administrative                        1,559,770         1,491,281       1,761,753
General  and  administrative-related  parties
(Note 8)                                            725,342           655,979         618,694
Repairs and maintenance                           1,115,171         1,011,987         910,719
Operating and other                                 825,660           780,876         734,157
Taxes                                               166,518           178,046         221,980
Insurance                                           395,593           384,547         312,659
Interest                                          1,998,814         1,977,957       2,106,166
Depreciation and amortization                     2,448,003         2,475,948       2,547,309
                                                ------------     ------------     -----------

Total expenses                                    9,234,871         8,956,621       9,213,437
                                                ------------     ------------     -----------

Net loss before minority interest                (3,266,046)       (3,087,475)     (3,413,506)

Minority   interest  in  loss  of  subsidiary
partnerships                                         29,336            26,201          34,355
                                                ------------     ------------     -----------

Net loss                                       $ (3,236,710)    $  (3,061,274)   $ (3,379,151)
                                                ============     ============     ===========

Net loss - limited partners                    $ (3,204,343)    $  (3,030,661)   $ (3,345,359)
                                                ============     ============     ===========

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

Net loss per weighted average BAC              $     (69.90)    $      (66.11)   $     (72.97)
                                                ============     ============     ===========
</TABLE>


* Reclassified for comparative purposes.

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


                                       46
<PAGE>

                      INDEPENDENCE TAX CREDIT PLUS L.P. IV
                                AND SUBSIDIARIES
        CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
                FOR THE YEARS ENDED MARCH 31, 2005, 2004 and 2003
<TABLE>
<CAPTION>

                                                                 Limited         General
                                                   Total         Partners        Partners
                                               ------------    ------------    ------------
<S>                                            <C>             <C>             <C>
Partners' capital (deficit) - April 1, 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)

Net Loss                                         (3,236,710)     (3,204,342)        (32,368)
                                               ------------    ------------    ------------

Partners' capital (deficit) - March 31, 2005   $ 19,317,510    $ 19,531,870    $   (214,360)
                                               ============    ============    ============
</TABLE>


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


                                       47
<PAGE>


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

<TABLE>
<CAPTION>
                                                                               Years Ended March 31,
                                                                    -----------------------------------------
                                                                       2005           2004            2003*
                                                                    -----------    -----------    -----------
<S>                                                                 <C>            <C>            <C>
Cash flows from operating activities:
Net loss                                                            $(3,236,710)   $(3,061,274)   $(3,379,151)
                                                                    -----------    -----------    -----------
Adjustments to reconcile  net loss to net cash provided by
  (used in) operating activities:
Depreciation and amortization                                         2,448,003      2,475,948      2,547,309
Minority  interest in loss of subsidiary
  partnerships                                                          (29,336)       (26,201)       (34,355)
Decrease (increase) in cash held in escrow                               54,158        (11,343)      (520,897)
Decrease (increase) in other assets                                      15,857        (34,837)       (67,450)
Increase in accounts payable and other
  liabilities                                                           835,700        810,443        766,179
Increase in due from local general partners and
  affiliates                                                             17,379         16,677         28,077
Decrease in due from local general partners and
  affiliates                                                                  0         (1,881)       (59,574)
Increase in due to general partner and
  affiliates                                                            536,175        462,839        334,459
                                                                    -----------    -----------    -----------
Total adjustments                                                     3,877,936      3,691,645      2,993,748
                                                                    -----------    -----------    -----------

Net cash  provided by (used  in) operating activities                   641,226        630,371       (385,403)
                                                                    -----------    -----------    -----------

Cash flows from investing activities:
(Acquisition) disposition of property and  equipment                    (37,758)       (47,194)        74,938
(Increase) decrease in cash held in escrow                              (64,456)      (320,303)       647,299
Increase in due to local  general partners and affiliates                 6,268         14,378          5,789
Decrease in due to local  general partners and affiliates              (381,325)      (495,447)      (168,957)
                                                                    -----------    -----------    -----------

Net cash (used in) provided by investing activities                    (477,271)      (848,566)       559,069
                                                                    -----------    -----------    -----------

Cash flows from financing activities:
Proceeds from mortgage notes                                                  0      1,992,000              0
Repayments of mortgage notes                                           (213,571)    (2,080,874)      (338,824)
Increase in deferred costs                                               (5,383)             0              0
Decrease  in  capitalization of consolidated subsidiaries attrib-
  utable to minority interest                                           (11,967)             0       (257,932)
                                                                    -----------    -----------    -----------

Net cash used in financing activities                                  (230,921)       (88,874)      (596,756)
                                                                    -----------    -----------    -----------

Net decrease in cash and cash equivalents                               (66,966)      (307,069)      (423,090)

Cash and cash equivalents at beginning of year                        1,730,897      2,037,966      2,461,056
                                                                    -----------    -----------    -----------

Cash and cash equivalents at end of year                            $ 1,663,931    $ 1,730,897    $ 2,037,966
                                                                    ===========    ===========    ===========

Supplemental disclosure of cash flow information:
Cash paid during the year for interest                              $ 1,081,553    $ 1,156,624    $ 1,321,322
                                                                    ===========    ===========    ===========
</TABLE>


 * Reclassified for comparative purposes.

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

                                       48
<PAGE>


                      INDEPENDENCE TAX CREDIT PLUS L.P. IV
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2005


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, 2005, 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, 2005, 2004
and 2003,  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.

Losses  attributable to minority interests which exceed the minority  interests'
investment  in a subsidiary  have been charged to the  Partnership.  Such losses
aggregated approximately $8,000, $7,000 and $7,000 for the years ended March 31,
2005,  2004  and  2003,  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.  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  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.

                                       49
<PAGE>

                      INDEPENDENCE TAX CREDIT PLUS L.P. IV
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2005


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, 2005.

Through March 31, 2005, the  Partnership has not recorded any loss on impairment
of assets or reductions to estimated fair value.

e)  Revenue Recognition

Rental  income is earned  under  standard  residential  operating  leases and is
typically  due the first day of each month,  but can vary by property due to the
terms of the tenant leases.  Rental income is recognized when earned and charged
to tenants' accounts receivable if not received by the due date. Rental payments
received in advance of the due date are deferred until earned.  Rental subsidies
are recognized as rental income during the month in which it is earned.

Other  revenues are  recorded  when earned and consist of the  following  items:
Interest  income  earned on cash and cash  equivalent  balances and cash held in
escrow balances,  income from forfeited security deposits, late charges, laundry
and vending income and other rental related items.

Other revenues  include the following  amounts at both the Partnership and Local
Partnership level:

<TABLE>
<CAPTION>
                                                 Years Ended March 31,
                                    ------------------------------------------------
                                        2005             2004             2003
                                    --------------   --------------   --------------
<S>                                 <C>              <C>              <C>
Interest                            $      34,738    $      41,261    $      77,958
Other                                     249,548          199,750          201,559
                                      ------------     ------------     ------------

   Total other revenue              $     284,286    $     241,011    $     279,517
                                      ============     ============     ============
</TABLE>

f)  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).

g)  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.

h)  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 and
are being amortized over the lives of the related properties.

i)  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.

j)  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.

                                       50
<PAGE>

                      INDEPENDENCE TAX CREDIT PLUS L.P. IV
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2005


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, 2005             March 31, 2004
                                          -------------------------   -------------------------
                                           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        $27,283,559   $27,788,720   $25,506,043   $26,120,070
Not practicable                           $ 8,815,002           (a)   $10,806,089           (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.

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
                                                      2005            2004            (Years)
                                                  -------------   -------------    -------------
<S>                                               <C>               <C>                 <C>
Land                                              $   3,307,496     $  3,307,496
Building and improvements                            76,921,411       76,929,935        27.5
Furniture and fixtures                                1,160,052        1,116,676         5-7
                                                   ------------     ------------

                                                     81,388,959       81,354,107
Less:  Accumulated depreciation                     (16,708,237)     (14,320,391)
                                                   ------------     ------------

                                                  $  64,680,722    $  67,033,716
                                                   ============     ============
</TABLE>

Included in property and equipment at March 31, 2005 and 2004, 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, 2005 and 2004, building and
improvements   includes  $343,161  of  capitalized  interest.  No  interest  was
capitalized during the years ended March 31, 2005, 2004 and 2003.

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, 2005 and 2004.  Such fees have been
included in the cost of property and equipment.

Depreciation  expense for the years ended March 31, 2005, 2004 and 2003 amounted
to $2,390,752, $2,405,192 and $2,457,136, respectively. Accumulated depreciation
of $2,906 was written off for the year ended March 31, 2005.

                                       51
<PAGE>

                      INDEPENDENCE TAX CREDIT PLUS L.P. IV
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2005


NOTE 5 - Cash Held in Escrow

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

                                                                      March 31,
                                                            ------------------------------
                                                                2005             2004
                                                            -------------    -------------
<S>                                                         <C>               <C>
Purchase price payments*                                    $     593,023     $    606,660
Real estate taxes, insurance and other                          2,710,212        2,686,277
                                                             ------------      -----------

                                                            $   3,303,235     $  3,292,937
                                                             ============      ===========
</TABLE>

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


NOTE 6 - Deferred Costs

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

                                                            March 31,
                                                  ------------------------------
                                                      2005            2004            Period
                                                  -------------   --------------   -------------
<S>                                               <C>              <C>                   <C>
Financing costs                                   $   1,006,807    $   1,001,424         *
Other deferred costs                                    177,692          177,692
                                                   ------------     ------------
                                                      1,184,499        1,179,116
Less:  Accumulated amortization                        (529,530)        (472,279)
                                                   ------------     ------------

                                                  $     654,969    $     706,837
                                                   ============     ============
</TABLE>

* Over the life of the related mortgage note.

Amortization  expense for the years ended March 31, 2005, 2004 and 2003 amounted
to $57,251, $70,756 and $90,173, respectively.


NOTE 7 - Mortgage Loans Payable

The  mortgage   loans  are  payable  in  aggregate   monthly   installments   of
approximately  $131,000 including principal and interest with rates varying from
0% to 9.11% per annum and have  maturity  dates  ranging from 2008 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  payments 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
-----------------                      -------------
    <S>                                <C>
    2005                               $    637,599
    2006                                    578,176
    2007                                    551,064
    2008                                    567,976
    2009                                    539,055
    Thereafter                           33,224,691
                                        -----------

                                       $ 36,098,561
                                        ===========
</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).

Accrued interest payable amounted to approximately  $8,236,000 and $7,319,000 as
of March 31,  2005 and 2004,  respectively.  Interest  accrues  on all  mortgage
loans,  which include primary and secondary loans.  Certain secondary loans have
provisions  such that  interest is accrued but not payable  until a future date.
The  Partnership  anticipates  the payment of accrued  interest on the secondary
loans  (which  make up the  majority  of the  accrued  interest  payable  amount

                                       52
<PAGE>

                      INDEPENDENCE TAX CREDIT PLUS L.P. IV
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2005


indicated  in the  above  table  and  which  have  been  accumulating  since the
Partnership's  investment in the respective Local Partnership) will be made from
future refinancings or sales proceeds of the respective Local  Partnerships.  In
addition, each Local Partnership's mortgage notes are collateralized by the land
and  buildings of the  respective  Local  Partnership,  and are without  further
recourse to the  Partnership.  Accrued  interest payable is included in accounts
payable and other liabilities on the Consolidated Balance Sheets.


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.
The Partnership has not issued or modified any existing guarantees. The adoption
of the accounting  recognition  provision of FASB Interpretation No. 45 does not
have a material impact 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 both March 31, 2005 and 2004, Operating
Deficit Guarantees aggregate approximately $1,897,000. As of both March 31, 2005
and 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, 2005,  2004
and 2003 were as follows:
<TABLE>
<CAPTION>

                                                                    Year Ended March 31,
                                                       -----------------------------------------------
                                                           2005             2004              2003
                                                       -------------    -------------    -------------
<S>                                                    <C>              <C>              <C>
Partnership management fees (a)                        $     337,122    $     337,120    $     337,120
Expense reimbursements (b)                                   145,390          143,665          111,856
Local administrative fees (d)                                 60,000           62,000           53,000
                                                        ------------     ------------     ------------

Total general and administrative - General Partner           542,512          542,785          501,976

Property  management  fees  incurred to affiliates of
  the subsidiary partnerships' general partners (c)          182,830          113,194          116,718
                                                        ------------     ------------     ------------

Total general and administrative-
related parties                                        $     725,342    $     655,979    $     618,694
                                                        ============     ============     ============
</TABLE>


(a) The General  Partner is entitled to receive a  partnership  management  fee,
after payment of all Partnership expenses,  which together with the annual local
administrative  fees  will not  exceed a maximum  of 0.5% per annum of  invested
assets (as defined in the Partnership Agreement),  for administering the affairs
of  the  Partnership.  Subject  to the  foregoing  limitation,  the  partnership
management fee will be determined by the General  Partner in its sole discretion
based  upon its  review of the  Partnership's  investments.  Unpaid  partnership
management  fees for any  year  will be  accrued  without  interest  and will be
payable 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 $1,967,000 and $1,630,000 were
accrued and unpaid as of March 31, 2005 and 2004, 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.

                                       53
<PAGE>

                      INDEPENDENCE TAX CREDIT PLUS L.P. IV
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2005


(c) Property  management  fees  incurred by the Local  Partnerships  amounted to
$384,730,  $371,375 and  $354,672  for the years ended March 31, 2005,  2004 and
2003, respectively.  Of these fees, $182,830, $113,194 and $116,718 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,
                                                               --------------------------------
                                                                   2005              2004
                                                               -------------     --------------
<S>                                                             <C>               <C>
Development fee payable                                         $  1,796,549      $  2,071,854
General partner loan payable                                          40,000            40,000
General partner loan receivable                                     (236,946)         (161,602)
Construction advances                                                 25,000            50,000
Construction costs payable                                            56,652            56,652
Operating advances                                                     6,000             5,408
Management and other fees                                             71,943            54,564
                                                                 -----------       ------------

                                                                $  1,759,198      $  2,116,876
                                                                 ===========       ============
</TABLE>


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,
                                                               ----------------------------------------------
                                                                   2004            2003             2002
                                                               -------------   --------------   -------------
<S>                                                            <C>             <C>              <C>
Financial statement net loss                                   $ (3,236,710)   $  (3,061,274)   $ (3,379,151)

Differences between depreciation and amortization expense
  for financial reporting purposes and income tax purposes         (414,255)        (373,268)       (356,405)

Differences resulting from parent company having a different
  fiscal year for income tax and financial reporting purposes      (137,734)        (101,920)        (81,578)

Tax exempt interest income                                          (10,841)          (7,913)        (15,073)

Other, including accruals for financial reporting purposes
  not deductible for income tax purposes until paid                 162,875          (19,868)       (228,738)
                                                                ------------     ------------    ------------

Net loss as shown on the income tax returns                    $ (3,636,665)   $  (3,564,243)   $ (4,060,945)
                                                                ============     ============    ============
</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, 2005,
uninsured cash and cash equivalents at various banking institutions approximated
$1,508,000.

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,  2004,  the
subsidiary partnership is obligated to pay rent of $1 per annum.

                                       54
<PAGE>

                      INDEPENDENCE TAX CREDIT PLUS L.P. IV
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2005


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 2004, 2003 and 2002 tax years.  The Housing Tax Credits expire at various
times through 2012.


NOTE 11 - New Accounting Pronouncements

On  December  16,  2004,  the FASB  issued  Statement  of  Financial  Accounting
Standards  ("SFAS") No. 153,  Exchanges of Nonmonetary  Assets - An Amendment of
APB Opinion No. 29 ("SFAS No.  153").  The  amendments  made by SFAS No. 153 are
based on the principle that  exchanges of nonmonetary  assets should be measured
based on fair value of the assets exchanged.  Further,  the amendments eliminate
the narrow exception for nonmonetary  exchanges of similar productive assets and
replace it with a broader exception for exchanges of nonmonetary  assets that do
not have  "commercial  substance."  SFAS No. 153 is  effective  for  nonmonetary
assets  exchanges  occurring in fiscal period beginning after June 15, 2005. The
Company does not believe that the adoption of SFAS No. 153 on June 15, 2005 will
have a material effect on the Company's consolidated financial statements.

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) does not 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.


                                       55
<PAGE>

                      INDEPENDENCE TAX CREDIT PLUS L.P. IV
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2005


NOTE 11 - Selected Quarterly Financial Data (Unaudited)
<TABLE>
<CAPTION>

                                                                              Quarter Ended
                                                      ------------------------------------------------------------

                                                          June 30,    September 30,   December 31,     March 31,
                  OPERATIONS                               2004           2004            2004           2005
----------------------------------------------        --------------  -------------  --------------  -------------
<S>                                                   <C>             <C>            <C>             <C>
Revenues                                              $   1,480,858   $  1,474,813   $   1,447,160   $  1,565,994

Operating expenses                                       (2,300,584)    (2,197,256)     (2,308,780)    (2,428,251)
                                                        ------------   ------------    ------------   ------------

Loss before minority interest                              (819,726)      (722,443)       (861,620)      (862,257)

Minority interest in loss of subsidiaries                     5,061          6,928           4,436         12,911
                                                        ------------   ------------    ------------   ------------

Net loss                                              $    (814,665)  $   (715,515)  $    (857,184)  $   (849,346)
                                                        ============   ============    ============   ============

Net loss per weighted average BAC                     $      (17.59)  $     (15.45)  $      (18.51)  $     (18.35)
                                                        ============   ============    ============   ============

<CAPTION>

                                                                             Quarter Ended
                                                      ------------------------------------------------------------

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

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

Loss before minority interest                              (781,168)      (764,936)       (727,140)      (814,231)

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

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

Net loss per weighted average BAC                     $      (16.77)  $     (16.34)  $      (15.52)  $     (17.48)
                                                        ============   ============    ============   ============
</TABLE>


                                       56
<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.  In  designing  and
evaluating our disclosure  controls and  procedures,  our management  recognized
that any controls and procedures,  no matter how well designed and operated, can
provide  only  reasonable  assurance  of  achieving  their  objectives,  and our
management  necessarily  applied its  judgment in  evaluating  the  cost-benefit
relationship of possible controls and procedures.  Based on this evaluation, the
Chief  Executive  Officer and Chief  Financial  Officer of Related  Independence
L.L.C, the general partner of the Partnership,  concluded that, as of the period
covered by this report, our disclosure controls and procedures were (1) designed
to ensure that material  information  relating to us, including our consolidated
subsidiaries,  is made known to the Chief Executive  Officer and Chief Financial
Officer of Related Independence L.L.C, the general partner of the Partnership by
others  within  those  entities,  particularly  during  the period in which this
report was being  prepared and (2)  effective,  in that they provide  reasonable
assurance that information required to be disclosed by us in the reports we file
or submit under the Securities Exchange Act is recorded,  processed,  summarized
and reported within the time periods specified in the SEC's rules and forms.

(b) Changes in INTERNAL CONTROLS 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

                                         Director and Executive  Vice President
Michael J. Wechsler                      of RCMP

                                         Senior  Vice  President  and Member of
Stuart J. Boesky                         RILLC

Marc D. Schnitzer                        Vice President of RILLC

Denise L. Kiley (1)                      Vice President of RILLC

Glenn F. Hopps                           Treasurer of RILLC

Teresa Wicelinski                        Secretary of RILLC

(1) On February 25, 2005,  Ms. Kiley  announced  her  retirement as Chief Credit
    Officer and trustee of CharterMac,  the indirect  parent of RCC Manager LLC,
    the managing member of the General  Partner.  Upon her retirement,  she will
    also resign  from her  position  as Vice  President  of RILLC of the General
    Partner.

ALAN P. HIRMES,  50, 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 RCC. 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, 66, 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

                                       57
<PAGE>

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,  49, 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 RCC. 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,  44, 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 RCC 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,  45, 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 RCC 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. As
noted above, Ms. Kiley is retiring from CharterMac.

GLENN F. HOPPS,  42, is  Treasurer  of RILLC.  Mr.  Hopps joined RCC 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, 39, is Secretary of RILLC. Prior to joining RCC in June 1992,
Ms.  Wicelinski was employed by Friedman LLP formally  Friedman,  Alpren & Green
LLP, 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
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
<TABLE>
<CAPTION>

                          Name and address of                Amount and Nature of               Percentage
   Title of Class         Beneficial Ownership                Beneficial Ownership               of Class
---------------------  -------------------------     --------------------------------------    -----------
<S>                    <C>                           <C>                                           <C>
General Partnership    Related Independence L.L.C.   $1,000 capital contribution - directly        100%
  Interest in the      625 Madison Avenue            owned
  Partnership          New York, NY  10022
</TABLE>

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 4,

                                       58
<PAGE>

2005 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.
<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.

Item 14.  Principal Accountant Fees and Services

Audit Fees
----------
The   aggregate   fees  by  Friedman   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, 2005 and 2004 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 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, 2004 and 2003 were $8,700 and $8,300, respectively.

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

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

                                       59
<PAGE>




                                     PART IV


Item 15.    Exhibits, Financial Statement Schedules, and Reports on Form 8-K
<TABLE>
<CAPTION>

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

<S>                                                                                                            <C>
(a) 1.      Financial Statements
            --------------------

            Report of Independent Registered Public Accounting Firm                                             13

            Consolidated Balance Sheets at March 31, 2005 and 2004                                              45

            Consolidated Statements of Operations for the years ended March 31, 2005, 2004 and 2003             46

            Consolidated Statements of Changes in Partners' Capital (Deficit) for the years ended
              March 31, 2005, 2004 and 2003                                                                     47

            Consolidated Statements of Cash Flows for the years ended March 31, 2005, 2004 and 2003             48

            Notes to Consolidated Financial Statements                                                          49

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

            Report of Independent Registered Public Accounting Firm                                             66

            Schedule I - Condensed Financial Information of Registrant                                          67

            Schedule III - Real Estate and Accumulated Depreciation                                             70

            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
            --------

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

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

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

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

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

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

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

(21)        Subsidiaries of the Registrant                                                                      61

            *    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)
                                                                                                                64
(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)                                                  65

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

            No reports on Form 8-K were filed during the quarter
</TABLE>


                                       60
<PAGE>


                                     PART IV

<TABLE>
<CAPTION>

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


                                                                                                        Jurisdiction of
(c)         Subsidiaries of Registrant (Exhibit 21)                                                      Organization
            --------------------------                                                                   -------------
            <S>                                                                                               <C>
            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
</TABLE>


                                       61
<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 10, 2005             By: /s/ Alan P. Hirmes
                                     ------------------
                                     Alan P. Hirmes
                                     President, Member, 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:
<TABLE>
<CAPTION>

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

<S>                        <C>                                                                      <C>
                           President and Chief Executive Officer
                           Director and President of RCMP, Inc.,
                           the general partner of Related General II L.P., a Member of
/s/ Alan P. Hirmes         Related Independence L.L.C.
------------------         President and Member of Related Independence L.L.C.
Alan P. Hirmes             President, Chief Executive Officer and Chief Financial Officer           June 10, 2005



/s/ Glenn F. Hopps
------------------
Glenn F. Hopps             Treasurer of Related Independence L.L.C. (principal accounting officer)  June 10, 2005
</TABLE>


<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, 2005 of the Partnership;

     2)  Based  on my  knowledge,  this  report  does  not  contain  any  untrue
         statement of a material fact or omit to state a material fact necessary
         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 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 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
         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
         report is 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;

         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 report based on such evaluation; and

         d)  disclosed in this report any change in the  Partnership's  internal
         control over financial reporting that occurred during the Partnership's
         fourth fiscal  quarter that has materially  affected,  or is reasonably
         likely to materially  affect,  the Partnership's  internal control over
         financial reporting; and

     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 10, 2005
               -------------
                                                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, 2005 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 10, 2005



<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 June 10, 2005,  which is based in part on the
reports of other  auditors,  we have also  audited  supporting  Schedule I as of
March 31, 2005 and 2004 and for the years ended 2005, 2004 and 2003 and Schedule
III as of March 31, 2005 and for the years ended March 31, 2005,  2004 and 2003.
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 LLP
Friedman LLP

New York, New York
June 10, 2005



                                       66
<PAGE>


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


                            CONDENSED BALANCE SHEETS


                                     ASSETS

<TABLE>
<CAPTION>

                                                                2005              2004
                                                            --------------    -------------
<S>                                                          <C>               <C>
Cash and cash equivalents                                    $     831,573     $    908,650
Investment in subsidiary partnerships                           18,379,444       21,062,714
Cash held in escrow                                                593,023          606,660
Other assets                                                     1,824,502        1,809,297
                                                              ------------      -----------

Total assets                                                 $  21,628,542     $ 24,387,321
                                                              ============      ===========


                              LIABILITIES AND PARTNERS' CAPITAL


Due to general partner and affiliates                        $   2,261,813     $  1,779,161
Other liabilities                                                   49,219           53,940
                                                              ------------      -----------

Total liabilities                                                2,311,032        1,833,101

Partners' capital                                               19,317,510       22,554,220
                                                              ------------      -----------

Total liabilities and partners' capital                      $  21,628,542     $ 24,387,321
                                                              ============      ===========
</TABLE>


                                       67
<PAGE>

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


                       CONDENSED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
                                                                Year Ended March 31,
                                                    ----------------------------------------------
                                                        2005            2004             2003
                                                    -------------   --------------   -------------
<S>                                                 <C>             <C>              <C>
Revenues

Interest income                                     $     12,530    $       6,849    $     13,751
                                                     -----------     ------------     -----------

Expenses

Administrative and management                             83,459           97,212         114,727
Administrative and management-related parties            482,511          480,785         448,976
                                                     -----------     ------------     -----------

Total expenses                                           565,970          577,997         563,703
                                                     -----------     ------------     -----------

Loss from operations                                    (553,440)        (571,148)       (549,952)

Equity in loss of subsidiary partnerships             (2,683,270)      (2,490,126)     (2,829,199)
                                                     -----------     ------------     -----------

Net loss                                            $ (3,236,710)   $  (3,061,274)   $ (3,379,151)
                                                     ===========     ============     ===========
</TABLE>

                                       68
<PAGE>

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

                       CONDENSED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                  Year Ended March 31,
                                                        ------------------------------------------
                                                            2005           2004          2003
                                                        -----------    -----------    -----------
<S>                                                     <C>            <C>            <C>
Cash flows from operating activities:

Net loss                                                $(3,236,710)   $(3,061,274)   $(3,379,151)
                                                        -----------    -----------    -----------

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

Equity in loss of subsidiary partnerships                 2,683,270      2,490,126      2,829,199
Increase in other assets                                    (15,205)        (8,476)      (194,420)
Increase (decrease) in liabilities:
Due to general partner and affiliates                       482,652        440,808        299,480
Other liabilities                                            (4,721)         3,530          1,781
                                                        -----------    -----------    -----------

Total adjustments                                         3,145,996      2,925,988      2,936,040
                                                        -----------    -----------    -----------

Net cash used in operating activities                       (90,714)      (135,286)      (443,111)
                                                        -----------    -----------    -----------

Cash flows from investing activities:

Decrease in cash held in escrow                              13,637          8,475        126,324
(Decrease) increase in investments in
  subsidiary partnerships                                         0       (180,000)        22,408
                                                        -----------    -----------    -----------

Net cash provided by (used in) provided
  by investing activities                                    13,637       (171,525)       148,732
                                                        -----------    -----------    -----------

Net decrease in cash and cash equivalents                   (77,077)      (306,811)      (294,379)

Cash and cash equivalents, beginning of
  year                                                      908,650      1,215,461      1,509,840
                                                        -----------    -----------    -----------

Cash and cash equivalents, end of year                  $   831,573    $   908,650    $ 1,215,461
                                                        ===========    ===========    ===========
</TABLE>


                                       69
<PAGE>



                      INDEPENDENCE TAX CREDIT PLUS L.P. IV
                                AND SUBSIDIARIES
                                  SCHEDULE III
                    REAL ESTATE AND ACCUMULATED DEPRECIATION
                   Partnership Property Pledged as Collateral
                                 MARCH 31, 2005
<TABLE>
<CAPTION>
                                                                 Initial Cost to Partnership
                                                                ----------------------------       Cost
                                                                                                Capitalized
                                                                                               Subsequent to
                                                                               Buildings and    Acquisition:
                  Description                    Encumbrances       Land        Improvements    Improvements
----------------------------------------------   ------------   ------------   -------------   -------------
<S>                                              <C>            <C>            <C>             <C>
Apartment Complexes

BX-8A Team Associates, L.P.
   Bronx, NY                                     $  1,805,691   $      5,467   $   2,667,819   $     311,594
Westminster Park Plaza
   Los Angeles, CA                                  7,623,247      1,197,697       8,093,774       1,970,048
Fawcett Street Limited Partnership
   Tacoma, WA                                       1,985,310        390,654       4,247,465         188,181
Figueroa Senior Housing Limited Partnership
   Los Angeles, CA                                  2,997,213        279,000       4,978,250         548,825
NNPHI Senior Housing Limited Partnership
   Los Angeles, CA                                  3,916,838        709,657       6,135,419         391,893
Belmont/McBride Apartments Limited Partnership
   Paterson, NJ                                     2,802,187        154,934       5,627,693       2,512,963
Sojourner Douglass, L.P.
   Paterson, NJ                                     1,977,352        141,297       2,573,950         122,477
New Zion Apartments Limited Partnership
   Shreveport, LA                                     953,943         20,000       2,688,770          76,839
Associates, L.P.
   Montclair, NJ                                    4,466,053         50,000      14,912,416       2,731,224
Marlton Housing Partnership, L.P.
   Philadelphia, PA                                 1,849,000          2,648       1,547,121       1,714,007
GP Kaneohe Limited Partnership
   Kaneohe, HI                                      1,998,488              0       3,306,828          51,113
KSD Village Apartments, Phase II Ltd.
   Danville, KY                                       401,823              0         887,539          31,659
Kanisa Apartments Ltd.                              1,398,032        106,592       4,846,543         102,813
   Fayette County, KY

Guymon Housing Partners, L.P.                       1,923,284         84,918       4,238,907         739,965
   Guymon, OK                                    ------------   ------------   -------------   -------------

                                                 $ 36,098,561   $  3,142,864   $  66,752,494   $  11,493,601
                                                 ============   ============   =============   =============



<CAPTION>
                                                 Gross Amount at which Carried at Close of Period
                                                 ------------------------------------------------


                                                                 Buildings and                      Accumulated
                  Description                        Land         Improvements       Total          Depreciation
----------------------------------------------   ------------    -------------    ------------      ------------
<S>                                              <C>             <C>              <C>               <C>
Apartment Complexes

BX-8A Team Associates, L.P.
   Bronx, NY                                     $     11,579    $   2,973,301    $  2,984,880      $    925,099
Westminster Park Plaza
   Los Angeles, CA                                  1,292,427        9,969,092      11,261,519         2,019,618
Fawcett Street Limited Partnership
   Tacoma, WA                                         396,383        4,429,917       4,826,300         1,345,126
Figueroa Senior Housing Limited Partnership
   Los Angeles, CA                                    291,377        5,514,698       5,806,075         1,446,279
NNPHI Senior Housing Limited Partnership
   Los Angeles, CA                                    715,387        6,521,582       7,236,969         1,550,456
Belmont/McBride Apartments Limited Partnership
   Paterson, NJ                                       182,633        8,112,957       8,295,590         1,920,000
Sojourner Douglass, L.P.
   Paterson, NJ                                       143,996        2,693,728       2,837,724           765,291
New Zion Apartments Limited Partnership
   Shreveport, LA                                      22,699        2,762,910       2,785,609           813,489
Associates, L.P.
   Montclair, NJ                                       52,699       17,640,941      17,693,640         2,896,774
Marlton Housing Partnership, L.P.
   Philadelphia, PA                                     4,355        3,259,421       3,263,776           486,005
GP Kaneohe Limited Partnership
   Kaneohe, HI                                            613        3,357,328       3,357,941           545,618
KSD Village Apartments, Phase II Ltd.
   Danville, KY                                           612          918,585         919,197           148,119
Kanisa Apartments Ltd.                                107,205        4,948,743       5,055,948           699,381
   Fayette County, KY

Guymon Housing Partners, L.P.                          85,531        4,978,260       5,063,791         1,146,982
   Guymon, OK                                    ------------    -------------    ------------      ------------

                                                 $  3,307,496    $  78,081,463    $ 81,388,959      $ 16,708,237
                                                 ============    =============    ============      ============


<CAPTION>

                                                                                 Life on which
                                                                                Depreciation in
                                                                                Latest Income
                                                 Construction/       Date       Statements are
                  Description                     Renovation       Acquired      Computed (a)
----------------------------------------------   -------------   ------------   ---------------
<S>                                                    <C>          <C>             <C>
Apartment Complexes

BX-8A Team Associates, L.P.
   Bronx, NY                                           1995-96      Oct. 1995        27.5 years
Westminster Park Plaza
   Los Angeles, CA                                     1996-97      June 1996        27.5 years
Fawcett Street Limited Partnership
   Tacoma, WA                                          1996-97      June 1996        27.5 years
Figueroa Senior Housing Limited Partnership
   Los Angeles, CA                                     1996-97      Nov. 1996        27.5 years
NNPHI Senior Housing Limited Partnership
   Los Angeles, CA                                     1996-97      Dec. 1996        27.5 years
Belmont/McBride Apartments Limited Partnership
   Paterson, NJ                                        1997-98      Jan. 1997         27.5 year
Sojourner Douglass, L.P.
   Paterson, NJ                                        1997-98      Feb. 1997        27.5 years
New Zion Apartments Limited Partnership
   Shreveport, LA                                      1997-98      Oct. 1997        27.5 years
Associates, L.P.
   Montclair, NJ                                       1997-98      Dec. 1997        27.5 years
Marlton Housing Partnership, L.P.
   Philadelphia, PA                                    1998-99       May 1998        27.5 years
GP Kaneohe Limited Partnership
   Kaneohe, HI                                         1999-00      July 1999        7-40 years
KSD Village Apartments, Phase II Ltd.
   Danville, KY                                        1999-00      July 1999       10-40 years
Kanisa Apartments Ltd.                                 1998-99      Oct. 1999        5-40 years
   Fayette County, KY

Guymon Housing Partners, L.P.                          1998-99      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


                                       70
<PAGE>


                      INDEPENDENCE TAX CREDIT PLUS L.P. IV
                                AND SUBSIDIARIES
                                  SCHEDULE III
                    REAL ESTATE AND ACCUMULATED DEPRECIATION
                   Partnership Property Pledged as Collateral
                                 MARCH 31, 2005
<TABLE>
<CAPTION>

                                                 Cost of Property and Equipment                    Accumulated Depreciation
                                          -------------------------------------------    ------------------------------------------
                                                                             Year Ended March 31,
                                          -----------------------------------------------------------------------------------------
                                              2005            2004           2003            2005           2004           2003
                                          ------------    ------------   ------------    ------------   ------------   ------------
<S>                                       <C>             <C>            <C>             <C>            <C>            <C>
Balance at beginning of year              $ 81,354,107    $ 81,306,913   $ 81,381,851    $ 14,320,391   $ 11,915,199   $  9,458,063
(Adjustment to) additions during year:
Land, building and improvements                 34,852          47,194        (74,938)
Accumulated deprecation on dispositions                                                        (2,906)             0              0
Depreciation expense                                                                        2,390,752      2,405,192      2,457,136
                                          ------------    ------------   ------------    ------------   ------------   ------------
Balance at close of year                  $ 81,388,959    $ 81,354,107   $ 81,306,913    $ 16,708,237   $ 14,320,391   $ 11,915,199
                                          ============    ============   ============    ============   ============   ============
</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.


                                       71