<PAGE>

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

                                    FORM 10-K

(Mark One)

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

For the fiscal year ended March 31, 2001
                                        OR

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

                         Commission File Number 0-20638

                       PATRIOT TAX CREDIT PROPERTIES L.P.
         ---------------------------------------------------------------
         (formerly known as Prudential-Bache Tax Credit Properties L.P.)
              (Exact name of registrant as specified in its charter)

             Delaware                                     13-3519080
  -------------------------------                     -------------------
  (State or other jurisdiction of                      (I.R.S. Employer
   incorporation or organization)                     Identification No.)

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


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


Securities registered pursuant to Section 12(b) of the Act:
       None

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

                    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

Patriot Tax Credit Properties L.P. (the "Registrant"), a Delaware limited
partnership, was formed on May 3, 1989 and will terminate on December 31,
2029 unless terminated sooner under the provisions of the Amended and
Restated Agreement of Limited Partnership (the "Partnership Agreement"). The
Registrant was formed to invest in low-income, multi-family residential
complexes ("Apartment Complexes" or "Properties") and, to a lesser extent, in
historic apartment complexes undergoing rehabilitation ("Historic Complexes"
or "Properties") through the acquisition of interests (the "Local Partnership
Interests") in local partnerships (the "Local Partnerships") that are the
owners of the Properties. These investments were made with proceeds from the
initial sale of 38,125 Beneficial Unit Certificates ("BUC$"). The
Registrant's fiscal year for tax and financial reporting purposes ends on
December 31 and March 31, respectively.

The primary objectives of the Registrant are to provide the limited partners
with low-income housing tax credits allowed under Section 42 of the Internal
Revenue Code of 1986, as amended ("Housing Tax Credits") over the credit
period for each Property in which the Registrant has invested and to a lesser
extent, historic rehabilitation tax credits allowed under Section 48(g) of
the Internal Revenue Code of 1986, as amended. The Registrant invested only
in Local Partnerships that owned Properties which qualified for Housing Tax
Credits. No properties were acquired from any entity in which
Prudential-Bache Properties, Inc. or any affiliate had an interest. The
Registrant's investments are composed of limited partnership interests in
Local Partnerships owning then newly constructed or existing structures that
have undergone substantial rehabilitation. The Local Partnerships in which
the Registrant has invested must be operated in accordance with the
low-income housing rules and regulations to protect the related tax credits.
It is not expected that any of the Local Partnerships in which the Registrant
has invested will generate any significant cash flow to provide distributions
to the limited partners.

The Registrant expects that in order to avoid recapture of Housing Tax
Credits, its holding period with respect to each Local Partnership Interest
will be at least as long as the 15-year compliance period and may be
substantially longer.

Each Property in which the Registrant invested is substantially mortgaged.
However, the aggregate indebtedness did not exceed 85% of the appraised fair
market value of any Property at the time of acquisition. The first mortgage
financing encumbering the Properties was arranged by the general partner of
the Local Partnership (the "Local General Partner") owning the Properties
prior to the time the Registrant became a limited partner therein.

The Registrant acquired its Local Partnership Interest in each Local
Partnership by purchasing it directly from the existing limited and/or
general partner of the Local Partnership. In each of the Registrant's
investments, the Local General Partner of the Local Partnership owning the
complex was required to provide personal guarantees and/or establish cash
escrows, financial bonds and/or letters of credit to protect the Registrant
against, among other things, the failure to meet certain operating criteria.

The Registrant is engaged solely in the business of investing in Local
Partnerships that own Properties; therefore, presentation of industry segment
information is not applicable. For more information regarding the Properties,
see Item 2, Properties. For more information regarding the Registrant's
operations, see Item 7 Management's Discussion and Analysis of Financial
Condition and Results of Operations.

                                  -3-

<PAGE>

One Property had income which exceeded 15% of the Registrant's total revenue.
Income from Palm Beach Apartments Ltd. ("Summer Creek Villas") as a
percentage of the Registrant's total revenue was 56.56%, 53.56% and 53.57%
during the years ended March 31, 2001, 2000 and 1999, respectively.

No single tenant accounted for 10% or more of the Registrant's total revenue
for any of the three years in the period ended March 31, 2001.

GENERAL PARTNER

On October 1, 1997, as part of the settlement of class action litigation
known as Prudential Securities Inc. Limited Partnership Litigation, MDL No.
1005, Prudential-Bache Properties, Inc. ("PBP") withdrew as the general
partner and transferred its general partner interest in the Partnership to
RCC Partners 96, L.L.C. (the "New GP"), an affiliate of Related Capital
Company ("RCC") pursuant to a purchase agreement dated as of December 19,
1996 among PBP and its affiliates and RCC (the "Purchase Agreement").
Affiliates of RCC have in the past provided and currently provide services to
the Registrant and also serve as general or co-general partner of five of the
eight Local Partnerships in which the Registrant has an interest. The
Registrant's Partnership Agreement was amended to reflect this withdrawal and
admission and authorized PBP to transfer and assign its interest in the
Registrant to the New GP and to withdraw from the Registrant. The terms of
the transaction are more fully described in the Registrant's Information
Statement dated June 18, 1997 (the "Information Statement"), which was
previously distributed to all partners of the Registrant.

Pursuant to the Purchase Agreement, P-B Tax Credit S.L.P. ("PBSLP") withdrew
as special limited partner of each of the Local Partnerships and was replaced
by Independence SLP L.P. (the "New SLP"), an affiliate of RCC. All special
limited partnership interests in the Local Partnerships were transferred to
the New SLP. Also pursuant to the Purchase Agreement, Prudential-Bache
Investor Services II, Inc. ("P-B II") withdrew as assignor limited partner of
the Partnership and was replaced by Related Insured BUC$ Associates, Inc., an
affiliate of RCC, (the "New ALP"). All assignor limited partnership interests
in the Registrant were transferred to the New ALP.

The New GP is a Delaware limited liability company which was formed in July
1996, and is owned and controlled by the partners of RCC. The New GP has no
material net worth.

Affiliates of the New GP and RCC have had significant involvement with the
Registrant and the Local Partnerships, of which five are owned by RCC
affiliates. During the acquisition phase of the Registrant's operation,
affiliates of RCC provided among other services, various services to PBP
pursuant to a Real Estate Consulting Services Agreement. These services
included the identification, evaluation, negotiation and closing of certain
of the Registrant's investments for which RCC was paid a portion of the
acquisition fees and expenses paid to PBP.

RCC provided, in the past and will continue to provide ongoing monitoring
services with respect to the Registrant's investments pursuant to the
Property Investment Monitoring Agreement for which RCC, in the past, received
from PBP a portion of the partnership management fee payable to PBP and an
annual expense allowance of up to $1,300 per site visit (after the initial
four site visits).

Pursuant to the Purchase Agreement, the following changes were made to the
Partnership Agreement:

(a) amended to change the name of the Registrant to "Patriot Tax Credit
Properties L.P.", a Delaware limited partnership.

(b) amended to confirm that PBP continues to be party to the indemnification
provisions set forth in the Partnership Agreement.

(c) amended to reflect: (1) the reduction in the General Partner's maximum
participating interest in cash flow from 0.5% annually of invested assets to
0.375% annually; (2) the reduction by 50% of the

                                  -4-

<PAGE>

General Partner's residual interest in the Registrant, comprised of (i)
subordinated interest in disposition proceeds and (ii) interest in
distributions of sale or refinancing proceeds; and (3) corresponding
reductions in the General Partner's interest in profits and losses.

Finally, pursuant to the Purchase Agreement, PBP and PBSLP forgave all
deferred and unpaid fees due to them by the Registrant and the Local
Partnerships. The aggregate amount of such deferred and unpaid fees was
$1,034,498 as of September 30, 1997 and was reflected as a capital
contribution in the Consolidated Statement of Changes in Partners' Capital.

COMPETITION

The General Partner has formed various entities to engage in businesses that
may be competitive with the Registrant.

The Registrant's business is affected by competition to the extent that the
underlying Properties from which it derives tax credits may be subject to
competition relating to rental rates and amenities from comparable
neighboring properties.

EMPLOYEES

The Registrant has no employees. Management and administrative services for
the Registrant are performed by the General Partner and its affiliates
pursuant to the Partnership Agreement. See Notes 1, 3 and 6 to the
consolidated financial statements set forth in Item 8.





                                  -5-

<PAGE>

Item 2.  Properties.

As of March 31, 2001, the Registrant holds interests in Local Partnerships
which own the following Properties which continue to be operated in a manner
to qualify for Housing Tax Credits:

<TABLE>
<CAPTION>
                                                                              Registrant's
                                                                              Low-Income
                                                          Occupancy        Housing Tax Credit
                             Number     Rents as of       Rate as of       for the Year Ended
Property (a)                of Units    June 1, 2001     June 1, 2001      December 31, 2000
------------                --------    ------------     ------------      ------------------
<S>                         <C>         <C>              <C>               <C>
RMB Limited Partnership         196        $445-$710            96%              $  184,464
  (Hubbard's Ridge)
  Garland, TX
Cutler Canal II                 216          361-626            99%                 777,093
  Associates, Ltd.
  Miami, FL
Diamond Street Venture           48          473-540            96%                 258,188
  Philadelphia, PA
Papillion Heights                48          435-480            88%                 173,661
  Apartments L.P.
  Papillion, NE
Hill Top Homes                  171          530-725            95%                 616,545
  Apartments
  Limited Partnership
  Arlington, TX
Palm Beach                      770          555-775            87%               2,241,160
  Apartments, Ltd.
  (Summer Creek Villas)
  West Palm Beach, FL
Brookland Park Plaza             77              526            92%                 429,238
  Limited Partnership
  Richmond, VA
Compton Townhouses               39              744            95%                 205,620
  Limited Partnership                                                            ----------
  Cincinnati, OH
                                                                                 $4,885,969
                                                                                 ==========
</TABLE>

(a) At March 31, 2001, the Registrant holds a 66.5% interest in Summer Creek
Villas, a 98% interest in Hubbard's Ridge, Hill Top Homes and Compton
Townhouses and a 98.99% interest in Cutler Canal II, Diamond Street,
Papillion Heights and Brookland Park Plaza.

Hubbard's Ridge is comprised of seven separate three-story buildings on
approximately 6.5 acres. The buildings are wood-framed structures on
post-tensioned flat slab grade foundations and have white stucco exteriors
with asphalt shingles on sloped roofs. Each building contains an average of
28 units. The unit mix consists of 164 one-bedroom units ranging in size from
657 square feet to 783 square feet and 32 two-bedroom units ranging in size
from 1,145 square feet to 1,167 square feet.

Cutler Canal II is comprised of 216 units in 13 two-story garden-style
residential buildings on approximately 9.4 acres. It borders on a Metro-Dade
Water Management District Canal on the east with approximately 1,200 square
feet of frontage giving certain units waterfront views. Each building has a
laundry room and two storage rooms. There are three basic floor plans with
sizes ranging from 700 square feet for a one-bedroom apartment to 1,100
square feet for a three-bedroom unit.

                                    -6-

<PAGE>

Diamond Street consists of 48 units in 16 buildings. The buildings are
three-story brownstone row houses with historic features and similar layouts.
Of the 48 apartment units, 46 are two-bedroom apartment units and two are
efficiency apartment units.

Papillion Heights consists of two buildings, each containing 24 units. The
buildings are 2 1/2 stories of wood frame and brick exterior with pitched
roofs. Of the total 48 apartment units, two are one-bedroom units and 46 are
two-bedroom units.

Hill Top Homes is comprised of a two-story building surrounded by 13
one-story fourplexes which are brick with wood siding and pitched roofs. The
buildings are surrounded by a security gate of brick columns and wrought iron
fencing with a guard house at the entrance. Of the total 171 apartment units,
18 are three-bedroom/one bath apartment units, each comprising approximately
925 square feet; 52 are two-bedroom/two bath apartment units, each comprising
approximately 1,100 square feet; 98 are two-bedroom/one bath apartment units,
each comprising approximately 936 square feet; and three are one-bedroom/one
bath apartment units, each comprising approximately 1,000 square feet.

Summer Creek Villas consists of 61 concrete block and stucco buildings
housing 770 apartment units situated on approximately 60 acres of
residential-planned unit-development zoned land. 182 of the units are
one-bedroom/one-bath apartments, each comprising 570 square feet; 372 are
two-bedroom/one-bath apartments, each comprising 773 square feet; 144 are
three-bedroom/two-bath apartments, each comprising 980 square feet; and 72
are three-bedroom/two-bath villa units, each comprising 1,050 square feet. In
September 1997, the Local General Partner for Summer Creek Villas decided to
divide the apartment complex into two individual entities called the Arbors
and the Crossings.

Brookland Park Plaza is a three-level brick building and is a registered
historic landmark. The building is comprised of stucco and brick exterior and
a sloped red glazed tile roof. It is a 77-unit development with 68,564 net
rentable square feet. All 77 units are one-bedroom apartment units each
comprising approximately 890 square feet. Each unit contains a refrigerator,
range oven, carpeting and air-conditioning. Brookland Park Plaza also
maintains a community room for tenants.

The Compton Townhouses consists of six two-story buildings containing a total
of 39 townhouse units. Four of the buildings contain six units; one building
has seven units; and one has eight units. All units have three bedrooms and
two-and-one-half baths. Total gross building area is 52,595 square feet; net
rentable area is 47,814 square feet. The average net area of the subject
units is 1,226 square feet.

For additional information describing the Registrant's properties and
encumbrances, see Item 7 Management's Discussion and Analysis of Financial
Condition and Results of Operations and Schedule III - Real Estate and
Accumulated Depreciation.

Item 3.  Legal Proceeding

None.

Item 4.  Submission of Matters to a Vote of Limited Partners

None.

                                     PART II

Item 5.  Market for the Registrant's BUC$ and Related Limited Partner Matters

As of June 1, 2001, there were 2,232 holders of record owning a total of
38,125 BUC$. Additionally, the General Partner holds one BUC$. A significant
secondary market for BUC$ has not developed,

                                    -7-

<PAGE>

and it is not expected that one will develop in the future. There are also
certain restrictions set forth in the Partnership Agreement limiting the
ability of a limited partner to transfer BUC$.

There are no material restrictions upon the Registrant's present or future
ability to make distributions in accordance with the provisions of the
Partnership Agreement; however, the Registrant has paid no distributions from
operations or otherwise since inception. No distributions are anticipated in
the foreseeable future.





                                    -8-

<PAGE>

Item 6.  Selected Financial Data.

The following table presents selected financial data of the Registrant. This
data should be read in conjunction with the consolidated financial statements
of the Registrant and the notes thereto set forth in Item 8.

<TABLE>
<CAPTION>
                                                    For the Years ended March 31,
                              -------------------------------------------------------------------------
OPERATIONS                        2001            2000           1999           1998            1997
----------                    -----------     -----------     -----------    -----------    -----------
<S>                           <C>             <C>             <C>            <C>            <C>
Rental and other income       $ 9,340,800     $ 7,915,054     $ 9,079,891    $ 9,517,723    $ 9,775,005
                              ===========     ===========     ===========    ===========    ===========
Interest income               $    39,888     $    24,826     $    32,104    $    51,349    $    41,291
                              ===========     ===========     ===========    ===========    ===========
Interest expense              $ 4,729,740     $ 4,408,997     $ 4,354,244    $ 4,362,919    $ 4,428,530
                              ===========     ===========     ===========    ===========    ===========
Depreciation and
  amortization expenses       $ 2,445,646     $ 2,433,206     $ 2,428,529    $ 2,448,723    $ 2,517,547
                              ===========     ===========     ===========    ===========    ===========
Loss before minority
  interest and
  extraordinary item          $(5,563,134)    $(5,435,229)    $(4,270,762)   $(3,101,859)   $(2,920,508)
                              ===========     ===========     ===========    ===========    ===========
Minority interest in
  loss of local
  partnerships                $ 1,135,959     $   637,201     $   496,863    $   428,961    $   409,993
                              ===========     ===========     ===========    ===========    ===========
Loss before
  extraordinary item          $(4,427,175)    $(4,798,028)    $(3,773,899)   $(2,672,898)   $(2,510,515)
                              ===========     ===========     ===========    ===========    ===========
Extraordinary item
  - forgiveness of
  indebtedness                $   833,002     $ 1,656,843     $   809,460    $         0    $         0
                              ===========     ===========     ===========    ===========    ===========
Net loss                      $(3,594,173)    $(3,141,185)    $(2,964,439)   $(2,672,898)   $(2,510,515)
                              ===========     ===========     ===========    ===========    ===========
Loss before extraordinary
  item per limited
  partnership unit            $   (115.54)    $   (125.22)    $    (98.49)   $    (69.55)   $    (65.19)
Extraordinary item per
  limited partnership unit          21.74           43.24           21.13              0              0
                              -----------     -----------     -----------    -----------    -----------
Net loss per limited
  partner BUC$                $    (93.80)    $    (81.98)    $    (77.36)   $    (69.55)   $    (65.19)
                              ===========     ===========     ===========    ===========    ===========
Total assets                  $62,137,819     $64,662,321     $65,885,709    $68,835,813    $70,502,375
                              ===========     ===========     ===========    ===========    ===========
Mortgage notes payable        $43,955,708     $44,569,822     $45,127,197    $45,632,851    $46,099,028
                              ===========     ===========     ===========    ===========    ===========
</TABLE>

                                         -9-

<PAGE>

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

LIQUIDITY AND CAPITAL RESOURCES

The Registrant invested in eight Local Partnerships that are owners of
affordable multi-family residential complexes. The Local Partnerships are
operated in accordance with the rules and regulations of Section 42 of the
Internal Revenue Code in order to protect the Housing Tax Credits. The
Registrant's primary source of funds is rental revenues, which are fully
utilized at the property level. As of March 31, 2001, there were no working
capital reserves available to fund Registrant level expenses. The Registrant
is dependent upon the support of the General Partner and certain of its
affiliates in order to meet its obligations at the Registrant level. The
General Partner and these affiliates have agreed to continue such support for
the foreseeable future.

At the Local Partnership level, certain Local General Partners and/or their
affiliates have made deficit guaranty agreements with respect to the Local
Partnerships which, under certain circumstances, required the Local General
Partners and/or their affiliates to fund cash flow deficits. All operating
deficit guaranty agreements have expired. These operating deficit advances do
not bear interest and are repayable by the Local Partnership in accordance
with the respective deficit guaranty agreements. In addition, the
Registrant's financial statements as of March 31, 2001 and 2000 also reflect
payables of $427,000 under operating deficit guaranty agreements at Hubbard's
Ridge and Hill Top Homes, which have expired. As of March 31, 2001, all
operating deficit guaranty agreements have expired.

SUMMER CREEK VILLAS LOCAL PARTNERSHIP

The Summer Creek Villas has experienced significant declining occupancy
levels over the course of the last few years, which has resulted in recurring
losses from operations and has adversely affected the liquidity of Summer
Creek Villas. Despite an increase in occupancy levels during 2000, Summer
Creek Villas' operations are impeded by the inability to significantly raise
economic rents. Summer Creek Villas has been unable to obtain maximum rents
due to the competitive market. Potential residents are restricted based on
county median income levels, which limit the maximum income that a
prospective resident can earn. The Summer Creek Villas has been obligated,
since 1996, to repay significant amounts of principal on its mortgage.

During 1999 and 2000, in an effort to improve occupancy, the Summer Creek
Villas invested funds to improve the physical condition of the property. Such
improvements primarily consisted of landscaping, new playground, asphalt
repairs, and individual units fixture and finish replacement.

The Local General Partner of Summer Creek Villas was formerly obligated to
fund operating deficits under two separate operating deficit guaranty
agreements. Total advances made by the Local General Partner under the
operating deficit guaranties totaled $2,742,460. In addition, the Local
General Partner has made voluntary loans in excess of its obligations under
the guaranties to fund operations of $1,945,074, even though as of December
31, 1997, the Local General Partner was no longer required to fund operations
of the Summer Creek Villas.

Effective January 1, 1999, Summer Creek Villas entered into a funding
agreement with its Class C local limited partner which provides for a series
of loans to be made to Summer Creek Villas in each of the years 1999, 2000
and 2001, in amounts not to exceed $2,000,000 in the aggregate. Although no
formal agreements have been reached with the other partners, the Partnership
(which is the Class A limited partner) and the other limited partners have in
the past provided, and expect to continue to provide in the future loans
under the funding agreement. Loans made in 2001 and 2000 to fund operating
deficit's total $2,436,936 and $3,169,761, respectively.

These loans, if obtained, are expected to enable the Summer Creek Villas to
continue operations and make payments on its mortgage while management
endeavors to sustain the improved occupancy rates and rental rates to
sufficient levels to sustain operations independent of such funding.

                                 -10-

<PAGE>

The Local General Partner has been considering restructuring the Summer Creek
Villas' debt. As of March 31, 2001, however, no definitive agreements have
been reached. Additionally, the Partnership expects that the anticipated
project shortfall in 2001 will be approximately $1,300,000 and anticipated
capital expenditures in 2001 will be approximately $700,000.

As of March 31, 2001 and 2000, the consolidated financial statements include
total assets of $33,168,512 and $34,674,355, respectively, total liabilities
of $33,486,564 and $31,495,783, respectively, and a minority interest of
$409,237and $1,543,965, respectively, attributable to this subsidiary.

Summer Creek Villas' ability to continue its operations is dependent upon
management achieving the plans described in the foregoing paragraphs. The
accompanying consolidated financial statements do not include any adjustments
that might result from the outcome of this uncertainty. Any adjustments would
be limited solely to Summer Creek Villas' financial statements included
herein.

RESULTS OF OPERATIONS

The operating results of the Local Partnerships consolidated herein are for
the twelve-month periods ended December 31. Information disclosed below with
respect to each Local Partnership is consistent with this method.

FISCAL 2001 VS. FISCAL 2000

Rental income increased approximately $1,196,000 for the year ended March 31,
2001 as compared to 2000, primarily due to an increase in occupancy and
rental rates at Summer Creek Villas, Hubbard's Ridge and Diamond Street
Venture.

Other income increased approximately $229,000 for the year ended March 31,
2001 as compared to 2000, primarily due to an increase in application fees,
termination fees and tenant damage fees at Summer Creek Villas.

Interest income increased approximately $15,000 for the year ended March 31,
2001 as compared to 2000, primarily due to an increase in interest income
from the restricted replacement reserve cash at Summer Creek Villas.

Repairs and maintenance increased approximately $614,000 for the year ended
March 31, 2001 as compared to 2000, primarily due to the rehabilitation of
apartments at Summer Creek Villas and Diamond Street Venture..

General and administrative increased approximately $481,000 for the year
ended March 31, 2001 as compared to 2000, primarily due to an increase of
salaries and employee costs, administration, marketing and promotion costs at
Summer Creek Villas.

Property management fees increased approximately $91,000 for the year ended
March 31, 2001 as compared to 2000, primarily due to an increase in rental
income resulting in higher management fees at Hubbard's Ridge, Summer Creek
Villas, and a change in the management agent at Papillion.

FISCAL 2000 VS. FISCAL 1999

Rental income decreased approximately $902,000 for the year ended March 31,
2000 as compared to 1999, primarily due to a decrease in occupancy at Summer
Creek Villas due to an increase in evictions necessary to stabilize the
tenant profile.

                                 -11-

<PAGE>

Other income decreased approximately $263,000 for the year ended March 31,
2000 as compared to 1999, primarily due to a decrease in application fees,
termination fees and tenant damage fees at Summer Creek Villas.

Interest income decreased approximately $7,000 for the year ended March 31,
2000 as compared to 1999, primarily due to a decrease in cash and cash
equivalents during 1998 at Diamond Street Venture.

Repairs and maintenance increased approximately $480,000 for the year ended
March 31, 2000 as compared to 1999, primarily due to repairs made at Summer
Creek Villas.

General and administrative decreased approximately $503,000 for the year
ended March 31, 2000 as compared to 1999, primarily due to increased legal
expenses during 1999 at the Partnership level.

Property management fees decreased approximately $38,000 for the year ended
March 31, 2000 as compared to 1999, primarily due to the change in management
agent at Summer Creek Villas.


                                       -12-

<PAGE>

PROPERTY INFORMATION

The Registrant currently holds interests in eight Local Partnerships. The
following schedule gives specific details about the related Properties.

<TABLE>
<CAPTION>
                                                                                      Registrant's
                                               Gross Carrying      Occupancy          Low-Income
                                                  Value of          Rate at        Housing Tax Credit
                                  Number        Property at       December 31,     for the Year Ended
Property (a)                     of Units      March 31, 2001       2000(c)        December 31, 2000
------------                     --------      --------------     ------------     ------------------
<S>                              <C>           <C>                <C>              <C>
RMB Limited Partnership              196         $ 5,310,849             100%            $  184,464
  (Hubbard's Ridge)
  Garland, TX
Cutler Canal II                      216          11,389,769              97                777,093
  Associates, Ltd.
  Miami, FL
Diamond Street Venture (b)            48           2,910,022              98                258,188
  Philadelphia, PA
Papillion Heights                     48           2,206,424              77                173,661
  Apartments L.P.
  Papillion, NE
Hill Top Homes                       171           8,104,661              92                616,545
  Apartments
  Limited Partnership
  Arlington, TX
Palm Beach                           770          40,832,871              94              2,241,160
  Apartments, Ltd.
  (Summer Creek Villas)
  West Palm Beach, FL
Brookland Park Plaza                  77           6,449,682              98                429,238
  Limited Partnership
  Richmond, VA
Compton Townhouses                    39           2,445,632             100                205,620
  Limited Partnership                            -----------                             ----------
  Cincinnati, OH
                                                 $79,649,910                             $4,885,969
                                                 ===========                             ==========
</TABLE>

(a) At March 31, 2001, the Registrant holds a 66.5% interest in Summer Creek
Villas, a 98% interest in Hubbard's Ridge, Hill Top Homes and Compton
Townhouses and a 98.99% interest in Cutler Canal II, Diamond Street,
Papillion Heights and Brookland Park Plaza.

(b) The investment in property relating to the Diamond Street Venture was
reduced by $2,700,000 as of March 31, 1995 representing a loss on impairment
of assets.

(c) Occupancies are calculated by dividing occupied units by total available
units.


                                       -13-

<PAGE>


Net operating income before debt service of the Local Partnerships for each
of the years in the three-year period ended March 31, 2001, was as follows:

<TABLE>
<CAPTION>
                                   2001          2000          1999
                                ----------    ----------    ----------
<S>                             <C>           <C>           <C>
Hubbard's Ridge                 $  403,000    $  312,000    $  227,000
Cutler Canal II                    675,000       540,000       482,000
Diamond Street                      16,000        96,000       131,000
Papillion Heights                   89,000        76,000       109,000
Hill Top Homes                     437,000       387,000       214,000
Summer Creek Villas                 99,000        63,000     2,471,000
Brookland Park Plaza               193,000       205,000       373,000
Compton Townhouses                 138,000       141,000       157,000
                                ----------    ----------    ----------
                                $2,050,000    $1,820,000    $4,164,000
                                ==========    ==========    ==========
</TABLE>

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

Not applicable.

                                 -14-

<PAGE>


Item 8.  Financial Statements and Supplementary Data.

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

         Independent Auditors' Reports                                        16

         Consolidated Statements of Financial Condition as of March
         31, 2001 and 2000                                                    34

         Consolidated Statements of Operations for the years ended
         March 31, 2001, 2000 and 1999                                        35

         Consolidated Statements of Changes in Partners' Capital for
         the years ended March 31, 2001, 2000 and 1999                        36

         Consolidated Statements of Cash Flows for the years ended
         March 31, 2001, 2000 and 1999                                        37

         Notes to Consolidated Financial Statements                           38

</TABLE>

                                 -15-

<PAGE>

                       INDEPENDENT AUDITORS' REPORT


To the Partners of
Patriot Tax Credit Properties L.P. and Subsidiaries



We have audited the accompanying consolidated balance sheets of Patriot Tax
Credit Properties L.P. and Subsidiaries as of March 31, 2001 and 2000, and
the related consolidated statements of operations, changes in partners'
capital (deficit) and cash flows for the years ended March 31, 2001, 2000 and
1999. The consolidated financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on
these consolidated financial statements based on our audit.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the 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 consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Patriot
Tax Credit Properties L.P. and Subsidiaries as of March 31, 2001, 2000, and
the results of their operations and their cash flows for the years ended
March 31, 2001, 2000 and 1999, in conformity with generally accepted
accounting principles.

Our report on the 2001 financial statements of a subsidiary included an
explanatory paragraph describing conditions that raised substantial doubt
regarding its ability to continue as a going concern, as discussed in note 10
to the consolidated financial statements.

REZNICK FEDDER & SILVERMAN

Bethesda, Maryland
May 14, 2001


                                  -16-

<PAGE>


[Letterhead of Dickey, Wolf & Humbard, LLC]

INDEPENDENT AUDITORS' REPORT

To The Partners
RMB Limited Partnership

We have audited the accompanying balance sheets of RMB LIMITED PARTNERSHIP (a
Texas Limited Partnership) as of December 31, 2000 and 1999, and the related
statements of income, 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 RMB LIMITED PARTNERSHIP as
of December 31, 2000 and 1999, and the results of its operations and its cash
flows for the years then ended, in conformity with accounting principles
generally accepted in the United States of America.


/s/ DICKEY, WOLF & HUMBARD, LLC
Certified Public Accountants
Harrisonville, MO
January 18, 2001


                                  -17-

<PAGE>


[Letterhead of Dickey & Wolf, LLC]

INDEPENDENT AUDITORS' REPORT

To The Partners
RMB Limited Partnership

We have audited the accompanying balance sheets of RMB LIMITED PARTNERSHIP (a
Texas Limited Partnership) as of December 31, 1999 and 1998, 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 generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of RMB LIMITED PARTNERSHIP as
of December 31, 1999 and 1998, and the results of its operations and its cash
flows for the years then ended, in conformity with generally accepted
accounting principles.

/s/ Dickey & Wolf, LLC
Certified Public Accountants
Harrisonville, MO
January 21, 2000



                                  -18-

<PAGE>


[Letterhead of Reznick Fedder & Silverman]

INDEPENDENT AUDITORS' REPORT

To the Partners
Cutler Canal II Associates, Ltd.

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

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

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

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages
18 and 19 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. Such information has been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.

/s/ Reznick Fedder & Silverman
Atlanta, Georgia
January 30, 2001


                                  -19-

<PAGE>

[Letterhead of Reznick Fedder & Silverman]

INDEPENDENT AUDITORS' REPORT

To the Partners
Cutler Canal II Associates, Ltd.

We have audited the accompanying balance sheets of Cutler Canal II
Associates, Ltd., as of December 31, 1999 and 1998, and the related
statements of operations, partners' capital, and cash flows for the years
then ended. These financial statements are the responsibility of the
partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the 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 Cutler Canal II Associates,
Ltd., as of December 31, 1999 and 1998, and the results of its operations,
and its cash flows for the years then ended, in conformity with generally
accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages
18 and 19 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. Such information has been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.

/s/ Reznick Fedder & Silverman
Atlanta, Georgia
January 25, 2000


                                       -20-
<PAGE>

[Letterhead of Ziner, Kennedy & Lehan LLP]

INDEPENDENT AUDITORS' REPORT

To the Partners of
Diamond Street Venture

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

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

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

/s/ Ziner, Kennedy & Lehan LLP
Boston, Massachusetts
January 29, 2001


                                       -21-
<PAGE>



[Letterhead of Ziner, Kennedy & Lehan LLP]

INDEPENDENT AUDITORS' REPORT

To the Partners of
Diamond Street Venture

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

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

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

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


                                       -22-
<PAGE>



[Letterhead of Schultz, Durham & Rapp, P.C.]

INDEPENDENT AUDITOR'S REPORT

To the Partners
Papillion Heights Apartments, L.P.
(A Limited Partnership)
Springfield, Missouri

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

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

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

/s/ Schultz, Durham & Rapp, P.C.
Springfield, Missouri
February 1, 2001


                                       -23-
<PAGE>



[Letterhead of Schultz, Durham & Rapp, P.C.]

INDEPENDENT AUDITOR'S REPORT

To the Partners
Papillion Heights Apartments, L.P.
(A Limited Partnership)
Springfield, Missouri

We have audited the balance sheets of Papillion Heights Apartments, L.P. (a
limited partnership), as of December 31, 1999 and 1998, and the related
statements of operations, partners' capital and cash flows for the years then
ended. These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Papillion Heights
Apartments, L.P. (a limited partnership) as of December 31, 1999 and 1998,
and the results of its operations and its cash flows for the years then ended
in conformity with generally accepted accounting principles.

/s/ Schultz, Durham & Rapp, P.C.
Springfield, Missouri
February 7, 2000

                                       -24-
<PAGE>



[Letterhead of Dickey, Wolf & Humbard, LLC]

INDEPENDENT AUDITORS' REPORT

To the Partners
Hill Top Homes Apartments Limited Partnership

We have audited the accompanying balance sheets of HILL TOP HOMES APARTMENTS
LIMITED PARTNERSHIP, (a Texas Limited Partnership) as of December 31, 2000
and 1999, 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 HILL TOP HOMES APARTMENTS
LIMITED PARTNERSHIP as of December 31, 2000 and 1999, and the results of its
operations and its cash flows for they years then ended, in conformity with
accounting principles generally accepted in the United States of America.

/s/ Dickey, Wolf & Humbard, LLC
Certified Public Accountants
Harrisonville, MO
January 18, 2001

                                       -25-
<PAGE>



[Letterhead of Dickey & Wolf, LLC]

INDEPENDENT AUDITORS' REPORT

To the Partners
Hill Top Homes Apartments Limited Partnership

We have audited the accompanying balance sheets of HILL TOP HOMES APARTMENTS
LIMITED PARTNERSHIP, (a Texas Limited Partnership) as of December 31, 1999
and 1998, and the related statements of operations, partners'
equity/(deficit) and cash flows for they years then ended. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based
on our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of HILL TOP HOMES APARTMENTS
LIMITED PARTNERSHIP as of December 31, 1999 and 1998, and the results of its
operations and its cash flows for they years then ended, in conformity with
generally accepted accounting principles.

/s/ Dickey & Wolf, LLC
Certified Public Accountants
Harrisonville, MO
January 21, 2000

                                       -26-
<PAGE>



[Letterhead of Reznick Fedder & Silverman]

INDEPENDENT AUDITORS' REPORT

To the Partners
Palm Beach Apartments, Ltd.

We have audited the accompanying balance sheets of Palm Beach Apartments,
Ltd. as of December 31, 2000 and 1999, and the related statements of
operations, partners' capital (deficit), and cash flows for the years then
ended. These financial statements are the responsibility of the partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Palm Beach Apartments, Ltd.,
as of December 31, 2000 and 1999, and the results of its operations, and its
cash flows for the years then ended, in conformity with generally accepted
accounting principles.

The accompanying financial statements have been prepared assuming that the
Partnership will continue as a going concern. As discussed in Note B to the
financial statements, the Partnership has suffered recurring losses from
operations and has a capital deficiency that raises substantial doubt
regarding its ability to continue as a going concern. Management's plans in
connection with these matters are also described in Note B. The financial
statements do not include any adjustments that might result from the outcome
of this uncertainty.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages
21 and 22 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. Such information has been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.

/s/ Reznick Fedder & Silverman
Atlanta, Georgia
February 16, 2001

                                       -27-
<PAGE>



[Letterhead of Reznick Fedder & Silverman]

INDEPENDENT AUDITORS' REPORT

To the Partners
Palm Beach Apartments, Ltd.

We have audited the accompanying balance sheets of Palm Beach Apartments,
Ltd. as of December 31, 1999 and 1998, and the related statements of
operations, partners' capital, and cash flows for the years then ended. These
financial statements are the responsibility of the partnership's management.
Our responsibility is to express an opinion on these financial statements
based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the 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 Palm Beach Apartments, Ltd.,
as of December 31, 1999 and 1998, and the results of its operations, and its
cash flows for the years then ended, in conformity with generally accepted
accounting principles.

The accompanying financial statements have been prepared assuming that the
Partnership will continue as a going concern. As discussed in Note B to the
financial statements, the Partnership has suffered recurring losses from
operations and has a capital deficiency that raises substantial doubt
regarding its ability to continue as a going concern. Management's plans in
connection with these matters are also described in Note B. The financial
statements do not include any adjustments that might result from the outcome
of this uncertainty.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages
22 and 23 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. Such information has been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.

/s/ Reznick Fedder & Silverman
Atlanta, Georgia
February 16, 2000

                                       -28-
<PAGE>



[Letterhead of Reznick Fedder & Silverman]

INDEPENDENT AUDITORS' REPORT

To the Partners
Brookland Park Plaza Limited Partnership

We have audited the accompanying balance sheet of Brookland Park Plaza Limited
Partnership as of December 31, 2000, and the related statements of operations,
partners' equity (deficit) and cash flows for the year then ended. These
financial statements are the responsibility of the partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Brookland Park Plaza Limited
Partnership as of December 31, 2000, and the results of its operations, the
changes in partners' equity equity (deficit) and cash flows for the year then
ended, in conformity with generally accepted accounting principles.

Our audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages
21 through 25 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. Such information has been
subjected to the auditing procedures applied in the audit of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.

In accordance with GOVERNMENT AUDITING STANDARDS and the "Consolidated Audit
Guide for Audits of HUD Programs," we have also issued reports dated January
16, 2001 on our consideration of Brookland Park Plaza Limited Partnership's
internal control and on its compliance with specific requirements applicable
to major HUD programs and fair housing and non-discrimination. Those reports
are an integral part of an audit performed in accordance with GOVERNMENT
AUDITING STANDARDS and should be read in conjunction with this report in
considering the results of our audit.

/s/ Reznick Fedder & Silverman
Lead Auditor: Renee G. Scruggs
Bethesda, Maryland
Taxpayer Identification Number: 52-1088612
January 16, 2001

                                       -29-

<PAGE>



[Letterhead of Reznick Fedder & Silverman]

INDEPENDENT AUDITORS' REPORT

To the Partners
Brookland Park Plaza Limited Partnership

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

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

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

Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The supplemental information on pages 21 through 25
is presented for purposes of additional analysis and is not a required part of
the basic financial statements. Such information has been subjected to the
auditing procedures applied in the audit of the basic financial statements and,
in our opinion, is fairly stated in all material respects in relation to the
basic financial statements taken as a whole.

In accordance with Government Auditing Standards and the "Consolidated Audit
Guide for Audits of HUD Programs," we have also issued reports dated January 20,
2000 on our consideration of Brookland Park Plaza Limited Partnership's internal
control and on its compliance with specific requirements applicable to major HUD
programs, fair housing and non-discrimination.

/s/ Reznick Fedder & Silverman
Lead Auditor: Renee G. Scruggs
Bethesda, Maryland
Taxpayer Identification Number: 52-1088612
January 20, 2000

                                      -30-
<PAGE>



[Letterhead of Reznick Fedder & Silverman]

INDEPENDENT AUDITORS' REPORT

To the Partners
Brookland Park Plaza Limited Partnership

We have audited the accompanying balance sheet of Brookland Park Plaza Limited
Partnership as of December 31, 1998, and the related statements of operations,
partners' (deficit) and cash flows for the year then ended. These financial
statements are the responsibility of the partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

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

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

Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The supplemental information on pages 21 through 24
is presented for purposes of additional analysis and is not a required part of
the basic financial statements. Such information has been subjected to the
auditing procedures applied in the audit of the basic financial statements and,
in our opinion, is fairly stated in all material respects in relation to the
basic financial statements taken as a whole.

In accordance with Government Auditing Standards and the "Consolidated Audit
Guide for Audits of HUD Programs," we have also issued reports dated January 20,
1999 on our consideration of Brookland Park Plaza Limited Partnership's internal
control and on its compliance with specific requirements applicable to major HUD
programs, fair housing and non-discrimination.

/s/ Reznick Fedder & Silverman
Lead Auditor: Renee G. Scruggs
Bethesda, Maryland
Taxpayer Identification Number: 52-1088612
January 20, 1999

                                      -31-
<PAGE>



[Letterhead of Barnes, Dennig & Co., Ltd.]

Report of Independent Certified Public Accountants

To the Partners
Compton Townhouses Limited Partnership
(An Ohio Limited Partnership)

We have audited the accompanying balance sheets of Compton Townhouses Limited
Partnership (An Ohio Limited Partnership), as of December 31, 2000 and 1999, and
the related statements of operations, changes in partners' capital, and cash
flows for the years then ended. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Compton Townhouses Limited
Partnership (An Ohio Limited Partnership), as of December 31, 2000 and 1999, and
the results of its operations and its cash flows for the years then ended, in
conformity with generally accepted accounting principles.

/s/ Barnes, Dennig & Co., Ltd.
Cincinnati, Ohio
January 24, 2001

                                      -32-
<PAGE>



[Letterhead of Barnes, Dennig & Co., Ltd.]

Report of Independent Certified Public Accountants

To the Partners
Compton Townhouses Limited Partnership
(An Ohio Limited Partnership)

We have audited the accompanying balance sheets of Compton Townhouses Limited
Partnership (An Ohio Limited Partnership), as of December 31, 1999 and 1998, and
the related statements of operations, changes in partners' capital, and cash
flows for the years then ended. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Compton Townhouses Limited
Partnership (An Ohio Limited Partnership), as of December 31, 1999 and 1998, and
the results of its operations and its cash flows for the years then ended, in
conformity with generally accepted accounting principles.

/s/ Barnes, Dennig & Co., Ltd.
Cincinnati, Ohio
January 28, 2000

                                      -33-
<PAGE>



                       PATRIOT TAX CREDIT PROPERTIES L.P.
                             (a limited partnership)
                                AND SUBSIDIARIES
                  CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

                                     ASSETS
<TABLE>
<CAPTION>
                                                                                            MARCH 31,
                                                                                  ------------------------
                                                                                     2001              2000
                                                                                  ------------------------
<S>                                                                               <C>           <C>
Investment in property:

Land                                                                              $  4,005,633  $  4,005,633
Building and improvements                                                           75,644,277    75,557,527
Accumulated depreciation                                                           (21,934,135)  (19,762,979)
                                                                                   ------------  -----------

Net investment in property                                                          57,715,775    59,800,181
Cash and cash equivalents                                                              667,371       956,906
Cash and cash equivalents held in escrow                                             1,487,333     1,283,893
Deferred financing costs, net                                                        2,039,513     2,313,555
Other assets                                                                           227,827       307,786
                                                                                   ------------  ------------

Total assets                                                                      $ 62,137,819  $ 64,662,321
                                                                                    ==========    ==========

                        LIABILITIES AND PARTNERS' CAPITAL

Liabilities:

  Mortgage notes payable                                                          $ 43,955,708  $ 44,569,822
  Accrued interest payable                                                           2,043,728     1,818,537
  Other accrued expenses and liabilities                                             1,523,198     2,019,849
  Due to local general partners and affiliates of local partnerships                 4,165,340     3,057,164
  Development fees payable                                                           1,450,709     1,450,709
  Real estate taxes payable                                                            139,405       124,014
  Due to General Partner and its affiliates                                          5,834,513     3,866,475
                                                                                    ----------    ----------
Total liabilities                                                                   59,112,601    56,906,570
                                                                                    ----------    ----------

Minority interests in local partnerships                                               600,940     1,737,300
                                                                                   -----------   -----------

Partners' capital:

  Limited partners (38,125 BUC$ issued and outstanding)                              1,663,435     5,239,637
  General partner (1 BUC$ issued and outstanding)                                      760,843       778,814
                                                                                    -----------   -----------
Total partners' capital                                                              2,424,278     6,018,451
                                                                                    -----------   -----------

Total liabilities and partners' capital                                           $ 62,137,819  $ 64,662,321
                                                                                    ==========    ==========
</TABLE>

See accompanying notes to consolidated financial statements.

                                      -34-
<PAGE>



                       PATRIOT TAX CREDIT PROPERTIES L.P.
                             (a limited partnership)
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                         YEAR ENDED MARCH 31,
                                                                  ----------------------------------
                                                                     2001        2000         1999
                                                                  ---------    --------     --------
<S>                                                              <C>           <C>           <C>
Revenues
Rental income                                                     $8,586,010    $7,389,657    $ 8,291,456
Other income                                                         754,790       525,397        788,435
Interest income                                                       39,888        24,826         32,104
                                                                 -----------   -----------    -----------

                                                                   9,380,688     7,939,880      9,111,895
                                                                  ----------     ---------    -----------

Expenses
Interest                                                           4,729,740     4,408,997     4,354,244
Depreciation and amortization                                      2,445,646     2,433,206     2,428,529
Operating and other                                                  921,562       929,421       896,974
Taxes and insurance                                                1,079,256     1,012,106     1,051,509
Repairs and maintenance                                            2,618,238     2,004,251     1,524,090
General and administrative                                         2,509,461     2,028,747     2,531,475
Property management fees                                             395,297       304,317       351,060
Partnership management fees                                          244,622       254,064       244,876
                                                                 -----------   -----------    ----------

Total expenses                                                    14,943,822    13,375,109    13,382,757
                                                                  ----------    ----------    ----------

Loss before minority interest and extraordinary item              (5,563,134)   (5,435,229)   (4,270,762)
Minority interest in loss of local partnerships                    1,135,959       637,201       496,863
                                                                  ----------    ----------    ----------
Loss before extraordinary item                                    (4,427,175)   (4,798,028)   (3,773,899)

Extraordinary item -  forgiveness of indebtedness
  income (Note 9)                                                    833,002     1,656,843       809,460
                                                                 -----------   -----------   -----------

Net loss                                                         $(3,594,173)  $(3,141,185)  $(2,964,439)
                                                                  ==========    ==========    ==========

Loss before extraordinary item -
  limited partners                                                (4,405,039)   (4,774,038)   (3,755,030)
Extraordinary item-limited partners                                  828,837     1,648,559       805,413
                                                                 -----------   -----------    ----------
Net loss-limited partners                                        $(3,576,202)  $(3,125,479)  $(2,949,617)
                                                                  ==========    ==========    ==========

Number of limited partnership units
  outstanding                                                         38,125        38,125        38,125
                                                                  ===========   ===========    ==========

Loss before extraordinary item per limited
  partnership unit                                                $  (115.54)  $   (125.22)  $    (98.49)
Extraordinary item per limited
  partnership unit                                                     21.74         43.24         21.13
                                                                   -----------   ----------    ----------
Net loss per limited partnership unit                             $   (93.80)  $    (81.98)   $    (77.36)
                                                                   ===========  ===========    ==========
</TABLE>

                                      -35-

<PAGE>

                   PATRIOT TAX CREDIT PROPERTIES L.P.
                         (a limited partnership)
                            AND SUBSIDIARIES
         CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL

<TABLE>
<CAPTION>
                                              Limited        General
                                  Total       Partners       Partner        BUC$
                               -----------   -----------     --------      ------
<S>                            <C>           <C>             <C>           <C>
Partners' capital
April 1, 1998                  $12,124,075   $11,314,733     $809,342      38,126

Net loss                        (2,964,439)   (2,949,617)     (14,822)          0
                               -----------   -----------     --------      ------
Partners' capital
March 31, 1999                   9,159,636     8,365,116      794,520      38,126

Net loss                        (3,141,185)   (3,125,479)     (15,706)          0
                               -----------   -----------     --------      ------
Partners' capital
March 31, 2000                   6,018,451     5,239,637      778,814      38,126

Net Loss                        (3,594,173)   (3,576,202)     (17,971)          0
                               -----------   -----------     --------      ------
Partners' capital
March 31, 2001                  $2,424,278   $ 1,663,435     $760,843      38,126
                               ===========   ===========     ========      ======
</TABLE>

See accompanying notes to consolidated financial statements.



                                       -36-

<PAGE>



                       PATRIOT TAX CREDIT PROPERTIES L.P.
                             (a limited partnership)
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                   Year Ended March 31,
                                                         ----------------------------------------
                                                             2001          2000          1999
                                                         ------------  ------------  ------------
<S>                                                      <C>           <C>           <C>
Cash flows from operating activities:
Net loss                                                 $(3,594,173)  $(3,141,185)  $(2,964,439)
                                                         ------------  ------------  ------------
Adjustments to reconcile net loss to net cash
  used in operating activities:
Depreciation and amortization                              2,445,646     2,433,206     2,428,529
Minority interest in loss of local partnerships           (1,135,959)     (637,201)     (496,863)
Forgiveness of debt (Note 9)                                (833,002)   (1,656,843)     (963,960)
(Increase) decrease in cash held in escrow                  (203,440)     (275,974)      542,212
Increase (decrease) in real estate taxes payable              15,391        18,696      (393,072)
Increase in accrued interest payable                         765,364       384,984        97,283
Decrease (increase) in other assets                           79,511       (29,541)      (26,034)
(Decrease) increase in other accrued expenses
  and liabilities                                           (230,107)       36,834     1,083,201
                                                         ------------  ------------  ------------
Total adjustments                                            903,404       274,161     2,271,296
                                                         ------------  ------------  ------------
Net cash used in operating activities                     (2,690,769)   (2,867,024)     (693,143)
                                                         ------------  ------------  ------------
Cash flows from investing activities:
Investments in property                                      (86,750)     (201,936)     (313,839)
Decrease in development fees payable                               0             0      (129,000)
                                                         ------------  ------------  ------------
Net cash used in investing activities                        (86,750)     (201,936)     (442,839)
                                                         ------------  ------------  ------------
Cash flows from financing activities
Payments on mortgage notes                                  (614,114)     (557,375)     (505,654)
Advances from Local General Partners                               0       326,000       288,458
Advances from General Partner                                      0        18,000             0
Increase in due to Local General Partners
  and affiliates of Local Partnerships,
  General Partner and its affiliates                       2,249,564     3,285,292     1,034,300
Advance from local limited partner                           852,935       700,000             0
Distribution to minority interest                               (401)         (590)         (358)
                                                         ------------  ------------  ------------
Net cash provided by financing activities                  2,487,984     3,771,327       816,746
                                                         ------------  ------------  ------------
Net (decrease) increase in cash and cash equivalents        (289,535)      702,367      (319,236)
Cash and cash equivalents at beginning of year               956,906       254,539       573,775
                                                         ------------  ------------  ------------
Cash and cash equivalents at end of year                 $   667,371   $   956,906   $   254,539
                                                         ============  ============  ============
Supplemental disclosures of cash flow information:
Interest paid                                            $ 3,570,449   $ 3,981,754   $ 4,145,162
                                                         ============  ============  ============
</TABLE>

See accompanying notes to consolidated financial statements.

                                       -37-

<PAGE>


                       PATRIOT TAX CREDIT PROPERTIES L.P.
                             (a limited partnership)
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2001

NOTE 1 - General

Patriot Tax Credit Properties L.P., a Delaware limited partnership (the
"Partnership"), was formed on May 3, 1989, and will terminate on December 31,
2029, unless terminated sooner under the provisions of the Amended and
Restated Agreement of Limited Partnership (the "Partnership Agreement"). The
Partnership was formed to invest as a limited partner in other partnerships
("Local Partnerships" or "subsidiaries") owning apartment complexes
("Apartment Complexes" or "Properties") that are eligible for the low-income
housing tax credit or the historic rehabilitation tax credit ("Tax Credit").
The general partner of the Partnership, from inception to September 30, 1997,
Prudential-Bache Properties, Inc. (the "General Partner" or "PBP"), is not
affiliated with a general partner of any Local Partnership ("Local General
Partner"). P.B. Tax Credit S.L.P. ("PBSLP"), an affiliate of PBP, acted as
special limited partner of each Local Partnership entitling it to certain
rights with respect to the operation and management of each Local
Partnership. At March 31, 2001, the Partnership has investments in eight
Local Partnerships.

On October 1, 1997, RCC Partners 96, L.L.C. became the new General Partner
(the "New GP" or "General Partner") and is an affiliate of Related Capital
Company ("RCC"). Also Independence SLP L.P. became the new SLP (the "New
SLP") and is an affiliate of RCC, and Related Insured BUC$ Associates, Inc.,
an affiliate of RCC, became the new assignor Limited Partner (the "New ALP").

NOTE 2 - Summary of Significant Accounting Policies

a)  Basis of Accounting and Principles of Consolidation

The books and records of the Partnership are maintained on the accrual basis
of accounting in accordance with generally accepted accounting principles.
The preparation of financial statements in conformity with generally accepted
accounting principles requires the General Partner to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
the disclosure of contingent assets and liabilities at the date of the
financial statements as well as the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.

The consolidated financial statements include the assets, liabilities and
results of operations of the subsidiaries. All subsidiaries have fiscal years
ending December 31. Intercompany transactions have been eliminated.

Minority interest in Local Partnerships represents the minority partners'
share of the net assets of the Local Partnerships.

Certain balances for prior years have been reclassified to conform with the
current year's financial statement presentation.

                                       -38-

<PAGE>

                       PATRIOT TAX CREDIT PROPERTIES L.P.
                             (a limited partnership)
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2001


b)  Investment in Property

The impairment of Properties to be held and used is determined to exist when
estimated amounts recoverable through future operations on an undiscounted
basis are below the Properties' carrying value. If a property is determined
to be impaired, it is recorded at the lower of its carrying value or its
estimated fair value.

The determination of estimated fair value is based not only upon future cash
flows, which rely upon estimates and assumptions including expense growth,
occupancy and rental rates, and Tax Credits, but also upon market
capitalization and discount rates as well as other market indicators.
However, changes in market conditions and circumstances may occur in the near
term which would cause these estimates and assumptions to change, which, in
turn, could cause the amounts ultimately realized upon the sale or other
disposition of the Properties to differ materially from their estimated fair
value. Such changes may also require write-downs in future years.

The cost of buildings and improvements is depreciated using the straight-line
method over their estimated useful lives, which range from 27.5 to 40 years.

c)  Cash and Cash Equivalents

Cash and cash equivalents include money market funds whose cost approximates
market value.

d)  Cash and Cash Equivalents Held in Escrow

Cash and cash equivalents held in escrow include restricted funds held for
payment of real estate taxes and insurance, tenant security deposits and
replacement reserves.

e)  Taxes

The Partnership is not required to provide for, or pay, any Federal or state
income taxes. Income tax attributes that arise from its operations are passed
directly to the partners. The Partnership may be subject to other state and
local taxes in jurisdictions in which it operates. For income tax purposes,
the Partnership's year ends on December 31.

f)  Profits and Loss Allocations/Distributions

Net income or loss is allocated 99.5% to the limited partners and .5% to the
General Partner.

Distributions of cash may be made in accordance with the Partnership
Agreement and, if made, are allocated 99.5% to the limited partners and .5%
to the General Partner. As of March 31, 2001, no distributions have been paid.

g)  Rental Income

Rental income is recognized as rents become due. Rental payments received in
advance are deferred until earned. All leases between the Partnership and the
tenants of the property are operating leases.

h)  Reclassification

                                       -39-

<PAGE>

                       PATRIOT TAX CREDIT PROPERTIES L.P.
                             (a limited partnership)
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2001


Certain items in the 1999 financial statements have been reclassified to
conform to the 2000 and 2001 presentation.

NOTE 3 - Costs, Fees and Expenses

a)  Deferred Financing Costs

Deferred financing costs include amounts paid for services rendered in
arranging the financing for the Local Partnerships. These costs were
capitalized and are being amortized over the lives of the related debt. The
accumulated amortization as of March 31, 2001 and 2000 is $3,191,270 and
$2,917,228, respectively.

b)  Management Fees

Each individual Property has a managing agent who performs the necessary
functions in operating the Property. The property management fee is equal to
a percentage of the annual gross revenues of a Property paid in consideration
of the property management services provided (See Note 7).

The General Partner is entitled to receive a partnership management fee,
payable from operations and reserves, in an amount not to exceed the
difference between .375% per annum of Invested Assets (as defined in the
Partnership Agreement) and the local administrative fee payable to the New
SLP. This partnership management fee is for administering the affairs of the
Partnership (See Note 6). Unpaid portions of the management fee for any year
accrue without interest.

c)  General and Administrative

The Partnership reimburses the General Partner and its affiliates for actual
Partnership operating expenses payable by or allocable to the Partnership
(See Note 6). The Partnership also pays amounts directly to unrelated third
parties for certain operating expenses.




                                       -40-

<PAGE>

                     PATRIOT TAX CREDIT PROPERTIES L.P.
                           (a limited partnership)
                              AND SUBSIDIARIES
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               MARCH 31, 2001

NOTE 4 - Investment in Property

The Partnership's Properties and related debt at March 31 were:

<TABLE>
<CAPTION>
                              NET INVESTMENT IN PROPERTY   MORTGAGE NOTES PAYABLE
                              --------------------------  -----------------------
DESCRIPTION (a)                      2001        2000         2001          2000
--------------                    ----------  ---------     ---------     --------
<S>                             <C>            <C>           <C>           <C>
Apartment Complexes:

RMB Limited Partnership         $  3,445,540   $  3,616,447  $  1,852,154  $  1,876,026
  (Hubbard's Ridge)
  Garland, TX
Cutler Canal II                    8,637,004      8,888,728     5,833,480    5,876,166
  Associates, Ltd.
  Miami, FL
Diamond Street Venture (b)         1,775,726      1,843,060     2,953,299    2,971,187
  Philadelphia, PA
Papillion Heights                  1,595,843      1,648,748       988,475    1,000,505
  Apartments L.P.
  Papillion, NE
Hill Top Homes                     6,087,713      6,272,463     3,379,941    3,455,028
  Apartments
  Limited Partnership
  Arlington, TX
Palm Beach                        30,768,100     31,801,848    25,249,155   25,644,065
  Apartments, Ltd.
  (Summer Creek Villas)
  West Palm Beach, FL
Brookland Park Plaza               4,029,609      4,259,111     2,405,392    2,431,080
  Limited Partnership
  Richmond, VA
Compton Townhouses                 1,376,240      1,469,776     1,293,812    1,315,765
                                 -----------    -----------   -----------  -----------
  Limited Partnership
  Cincinnati, OH

                                 $57,715,775    $59,800,181   $43,955,708  $44,569,822
                                  ==========     ==========    ==========   ==========
</TABLE>

(a) The Partnership holds a 66.5% interest in Summer Creek Villas, a 98%
interest in Hubbard's Ridge, Hill Top Homes and Compton Townhouses and a 98.99%
interest in Cutler Canal II, Diamond Street, Papillion Heights and Brookland
Park Plaza.

(b) The investment in property relating to the Diamond Street Venture was
reduced by $2,700,000 as of March 31, 1995 representing a loss on impairment of
assets.

                                     -41-
<PAGE>

                     PATRIOT TAX CREDIT PROPERTIES L.P.
                           (a limited partnership)
                              AND SUBSIDIARIES
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               MARCH 31, 2001

NOTE 5 - Mortgage Notes Payable

Mortgage notes are collateralized by land, buildings and improvements and leases
related thereto. Annual principal payment requirements for each of the next five
years ending December 31, the date at which the Local Partnerships are
reporting, and thereafter are as follows:

<TABLE>
<CAPTION>
                                       AMOUNT
                                    -----------
<S>                                 <C>
2001                                $   678,063
2002                                    746,240
2003                                    822,395
2004                                    905,971
2005                                    997,518
Thereafter                           39,805,521
                                     ----------
                                    $43,955,708
                                     ==========
</TABLE>

Mortgage notes consist of both first mortgages and support loans (second and
third mortgages). First mortgages amounting to $39,015,708 bear interest at
rates ranging from 6.25% to 10.75% and have final maturities ranging from
September 1, 2006 to May 1, 2031. First mortgages include $25,249,155 in the
form of a guaranteed bond bearing interest at 10.451% (including a .125% service
fee payable to an affiliate of the Local General Partner) maturing on June 20,
2008. The support loans include two loans totaling $2,440,000 maturing on May 1,
2016 and December 15, 2029, the latter of which bears interest at 1%, and the
former being non-interest bearing, and a $2,500,000 loan bearing interest at a
maximum rate of 9% and maturing on January 16, 2005. The $2,500,000 loan
includes a base interest rate of 3% and an additional interest rate of 6%. The
base interest rate is payable annually from Project Income, as defined in the
loan agreement, and can be deferred if Project Income is inadequate. The
additional interest is payable from Project Income, if available, and only after
payment of a cumulative annual 12% return on capital to the limited partners of
the Local Partnership. Currently, only the base interest rate is being paid;
however, the additional interest of 6% continues to be accrued in the
accompanying consolidated financial statements.

At March 31, 2001 and 2000, the estimated fair values of the mortgage notes
payable were approximately $47,022,241 and $47,968,000, respectively. These
estimates were based upon the present value of expected cash flows discounted at
rates currently available to the Local Partnerships for similar loans. Fair
value estimates are made at a specific point in time, based on relevant market
information, and are subjective in nature and involve uncertainties and matters
of significant judgment. Accordingly, the estimates presented herein are not
necessarily indicative of the amounts that the Local Partnerships would pay upon
maturity or disposition of the loans.


                                     -42-
<PAGE>

                     PATRIOT TAX CREDIT PROPERTIES L.P.
                           (a limited partnership)
                              AND SUBSIDIARIES
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               MARCH 31, 2001

NOTE 6 - Related Parties

During their respective ownership periods, the General Partners and their
affiliates have performed services for the Partnership which include, but are
not limited to: accounting and financial management, registrar, transfer and
assignment functions, asset management, investor communications, printing and
other administrative services. The General Partners and their affiliates receive
partnership management fees and reimbursements for general and administrative
costs incurred in connection with these services, the amount of which is limited
by the provisions of the Partnership Agreement. The costs and expenses incurred
to the General Partner were:

<TABLE>
<CAPTION>
                                                         YEAR ENDED MARCH 31,
                                                 --------------------------------
                                                  2001         2000         1999
                                                 ------       -----        ------
<S>                                            <C>           <C>           <C>
Partnership management fees                    $244,622      $254,064      $244,876
Property management fees                        126,630        76,700       125,917
Local administrative fees                        20,250        20,250        21,500
General and administrative                      114,145        94,417        98,826
Interest                                        330,667        87,852             0
                                                -------      --------    ----------

                                               $836,314      $533,283      $491,119
                                                =======       =======       =======
</TABLE>

The Partnership is dependent upon the support of the General Partner and certain
of its affiliates in order to meet its obligations at the Partnership level. The
General Partner and these affiliates have agreed to continue such support for
the foreseeable future.

During 2001, the General Partner and its affiliates advanced $1,968,038 to the
Partnership and as of March 31, 2001 and 2000, total advances outstanding are
$5,834,513 and $3,866,475, respectively. The advances are unsecured, and bear
interest at 11.5% and due on demand.

NOTE 7 - Local General Partners and Affiliates of Local Partnerships

Certain Local General Partners and their affiliates provided services in
connection with the construction, financing and development of the Apartment
Complexes. Interest is accrued on certain loans made by three, three and two,
respectively, of the Local General Partners during the years ended March 31,
2001, 2000 and 1999, respectively. Additionally, during the years ended March
31, 2001, 2000 and 1999, five of the Local Partnerships were managed by a Local
General Partner or its affiliates. The costs were:
<TABLE>
<CAPTION>
                                                        YEAR ENDED MARCH 31,
                                                ----------------------------------
                                                 2001          2000          1999
                                               --------      -------       -------
<S>                                            <C>          <C>           <C>
Interest                                       $240,174     $  99,468     $  69,280
Management fees                                 282,710       203,597       244,626
                                                -------       -------       -------

                                               $522,884      $303,065      $313,906
                                                =======       =======       =======
</TABLE>

Due to Local General Partners and affiliates of Local Partnerships includes
amounts payable for accrued interest, advances, property management fees and
operating loans made in accordance with operating deficit guaranty agreements.


                                     -43-
<PAGE>

                     PATRIOT TAX CREDIT PROPERTIES L.P.
                           (a limited partnership)
                              AND SUBSIDIARIES
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               MARCH 31, 2001

The Local General Partner of Summer Creek Villas was formerly obligated to fund
operating deficits under two separate operating deficit guaranty agreements.
Total advances made by the Local General Partner under the operating deficit
guaranties totaled $2,742,460. In addition, the Local General Partner has made
voluntary loans in excess of its obligations under the guaranties to fund
operations of $1,945,074, even though as of December 31, 1997, the Local General
Partner was no longer required to fund operations of the Summer Creek Villas.

At March 31, 2001, the properties owned by four of the Local Partnerships are
managed by a Local General Partner or its affiliates and one Local Partnership
is managed by an affiliate of the General Partner and Local General Partner.

At March 31, 2001 and 2000, development fees of $1,450,709 were payable to
various Local General Partners.

NOTE 8 - Concentration of Credit Risk

The Partnership maintains its cash in several banks which are insured by the
Federal Deposit Insurance Corporation (FDIC) for a balance up to $100,000. At
times during 1999, 2000 and 2001, the account balance exceeded the FDIC limit.

NOTE 9 - Forgiveness of Indebtedness Income

BROOKLAND PARK PLAZA ("BROOKLAND")
The Virginia Housing Development Authority ("VHDA") forgave a noninterest
bearing loan in the amount of $618,000 at a rate of 25% per year commencing in
1995. During the year ended March 31, 2000, the final installment of $154,500
was recorded as forgiveness of indebtedness income on the consolidated
statements of operations of the Partnership.

RMB LIMITED PARTNERSHIP ("HUBBARDS RIDGE")
During the year ended March 31, 2000 it was determined that construction costs
payable in the amount of $605,358 would not be paid and such amounts were
subsequently written off and recorded as forgiveness of indebtedness income on
the consolidated statements of operations of the Partnership.

SUMMER CREEK VILLAS LOCAL PARTNERSHIP
During 2001, 2000 and 1999, various partners made voluntary loans to the
Partnership. The Local General Partner also elected to treat portions of such
loans in the amount of $593,589, $1,051,485 and $809,460 as nonrepayable in
2001, 2000 and 1999. During 2001, it was determined management fees in the
amount of $239,413 payable to the former management agent would not be paid and
such amounts were subsequently written off. These amounts were recorded as
forgiveness of indebtedness income on the consolidated statements of operations
of the Partnership.

NOTE 10 -  Commitments and Contingencies

Subsidiary Partnership - Going Concern

SUMMER CREEK VILLAS LOCAL PARTNERSHIP
The Summer Creek Villas has experienced significant declining occupancy levels
over the course of the last few years, which has resulted in recurring losses
from operations and has adversely affected


                                     -44-
<PAGE>

                     PATRIOT TAX CREDIT PROPERTIES L.P.
                           (a limited partnership)
                              AND SUBSIDIARIES
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               MARCH 31, 2001

the liquidity of Summer Creek Villas. Despite an increase in occupancy levels
during 2000, Summer Creek Villas' operations are impeded by the inability to
significantly raise economic rents. Summer Creek Villas has been unable to
obtain maximum rents due to the competitive market. Potential residents are
restricted based on county median income levels, which limit the maximum
income that a prospective resident can earn. The Summer Creek Villas has been
obligated, since 1996 to repay significant amounts of principal on its
mortgage.

During 1999 and 2000, in an effort to improve occupancy, the Summer Creek
Villas invested funds to improve the physical condition of the property. Such
improvements primarily consisted of landscaping, new playground, asphalt
repairs, and individual units fixture and finish replacement.

The Local General Partner of Summer Creek Villas was formerly obligated to fund
operating deficits under two separate operating deficit guaranty agreements.
Total advances made by the Local General Partner under the operating deficit
guaranties totaled $2,742,460. In addition, the Local General Partner has made
voluntary loans in excess of its obligations under the guaranties to fund
operations of $1,945,074, which includes $300,000 from 1999, even though as of
December 31, 1997, the Local General Partner was no longer required to fund
operations of the Summer Creek Villas.

Effective January 1, 1999, Summer Creek Villas entered into a funding agreement
with its Class C local limited partner which provides for a series of loans to
be made to Summer Creek Villas in each of the years 1999, 2000 and 2001, in
amounts not to exceed $2,000,000 in the aggregate. Although no formal agreements
have been reached with the other partners, the Partnership (which is the Class A
limited partner) and the other limited partners have in the past provided, and
expect to continue to provide in the future loans under the funding agreement.
Loans made in 2001 and 2000 to fund operating deficits total $2,436,936 and
$3,169,761, respectively.

These loans, if obtained, are expected to enable the Summer Creek Villas to
continue operations and make payments on its mortgage while management endeavors
to sustain the improved occupancy rates and rental rates to sufficient levels to
sustain operations independent of such funding.

The Local General Partner has been considering restructuring the Summer Creek
Villas' debt, however, as of December 31, 2000, no definitive agreements have
been reached. Additionally, the Summer Creek Villas expects that the anticipated
capital expenditures in 2001 will be approximately $700,000. Loans from the
funding agreement will be used to pay for approved expenditures and shortfalls.

As of March 31, 2001 and 2000, the consolidated financial statements include
total assets of $33,168,512 and $34,674,355, respectively, total liabilities of
$33,486,564 and $31,495,783, respectively, and a minority interest of $409,237
and $1,543,965, respectively, attributable to this subsidiary.

Summer Creek Villas' ability to continue its operations is dependent upon
management achieving the plans described in the foregoing paragraphs. The
accompanying consolidated financial statements do not include any adjustments
that might result from the outcome of this uncertainty. Any adjustments would be
limited solely to Summer Creek Villas' financial statements included herein.


                                     -45-
<PAGE>

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

The independent auditor for the Partnership, Anchin, Block, & Anchin LLP
resigned on April 28, 1999 and was replaced by Reznick Fedder & Silverman,
P.C. as was reported on Form 8K on May 13, 1999.

                                    PART III

Item 10.  Directors and Executive Officers of the Registrant.

There are no directors or executive officers of the Registrant. The
Registrant is managed by the General Partner.

The Registrant, the Registrant's General Partner and its members and
executive officers, and any persons holding more than ten percent of the
Registrant's BUC$ are required to report their initial ownership of such BUC$
and any subsequent changes in that ownership to the Securities and Exchange
Commission on Forms 3, 4 and 5. Such executive officers, directors, and
persons who own greater than ten percent of the Registrant's BUC$ are
required by Securities and Exchange Commission regulations to furnish the
Registrant with copies of all Forms 3, 4 and 5 they file. All of these filing
requirements were satisfied on a timely basis. In making these disclosures,
the Registrant relied solely on written representations of the General
Partner, and its members and certain officers, if any, or copies of the
reports they have filed with the Securities and Exchange Commission during
and with respect to its most recent fiscal year.

The members and executive officers of the General Partner and their positions
with regard to managing the Registrant are as follows:

<TABLE>
<CAPTION>
NAME                                POSITION
----                                --------
<S>                                 <C>
Alan P. Hirmes                      Member, President and Chief
                                    Executive and Financial Officer

Stuart J. Boesky                    Member, Executive Vice President
                                    and Chief Operating Officer

Denise L. Kiley                     Vice President

Mark J. Schlacter                   Vice President

Marc D. Schnitzer                   Vice President

Glenn F. Hopps                      Treasurer

Teresa Wicelinski                   Secretary
</TABLE>

ALAN P. HIRMES, 46, is the sole stockholder of one of the general partners of
RCC, the real estate finance affiliate of The Related Companies, L.P.  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 Wiener & Co.,
certified public accountants.  Mr. Hirmes graduated from Hofstra University
with a Bachelor of Arts degree.  Mr. Hirmes also serves on the Board of
Directors of Aegis Realty, Inc. and Charter Municipal Mortgage Acceptance
Company.

STUART J. BOESKY, 45, is the sole stockholder of one of the general partners
of RCC, the real estate finance affiliate of The Related Companies, L.P. Mr.
Boesky practiced real estate and tax law


                                      -46-
<PAGE>

in New York City with the law firm of Shipley & Rothstein from 1984 until
February 1986 when he joined Related. From 1983 to 1984 Mr. Boesky practiced
law with the Boston law firm of Kaye, Fialkow, Richmond & 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 Directors of Aegis
Realty, Inc., Charter Municipal Mortgage Acceptance Company and American
Mortgage Acceptance Company.

DENISE L. KILEY, 41, is an Executive Vice President and Chief Underwriter for
RCC, responsible for overseeing the investment underwriting and approval of
all multifamily residential properties invested in RCC-sponsored corporate,
public and private equity and debt funds. Ms. Kiley is also responsible for
the strategic planning and implementation of the firm's mortgage financing
programs. Prior to joining Related in 1990, Ms. Kiley had experience
acquiring, financing, and managing the assets of multifamily residential
properties. From 1981 through 1985 she was an auditor with a national
accounting firm. Ms. Kiley holds a Bachelor of Science degree in Accounting
from Boston College and is a Member of the Affordable Housing Roundtable.

MARK J. SCHLACTER, 50, is a Vice President of Mortgage Acquisitions of RCC,
and has been with Related since June 1989. Mr. Schlacter is responsible for
the origination of Related's taxable participating debt programs and
low-income housing tax credit debt programs. Prior to joining Related, Mr.
Schlacter garnered 16 years of direct real estate experience covering
commercial and residential construction, single and multifamily mortgage
origination and servicing, commercial mortgage origination and servicing,
multifamily property acquisition and financing, and multifamily mortgage
lending program underwriting and development. He was a Vice President with
Bankers Trust Company from 1986 to June 1989, and held prior positions with
Citibank, Anchor Savings Bank and the Pyramid Companies covering the
1972-1986 period. Mr. Schlacter holds a Bachelor of Arts degree in Political
Science from Pennsylvania State University and periodically teaches
multifamily underwriting at the New York University School of Continuing
Education, Real Estate Institute.

MARK D. SCHNITZER, 40, is an Executive Vice President of RCC and Director of
the firm's Tax Credit Acquisitions Group.  Mr. Schnitzer received a Master of
Business Administration degree from The Wharton School of the University of
Pennsylvania in December 1987, and joined Related in January 1988.  From 1983
to 1986, Mr. Schnitzer was a Financial Analyst in the Fixed Income Research
department of The First Boston Corporation in New York.  Mr. Schnitzer
received a Bachelor of Science degree, summa cum laude, in Business
Administration from the School of Management at Boston University.

GLENN F. HOPPS, 38, 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, 35, joined RCC in June 1992, and prior to that date was
employed by Friedman, Alpren & Green, certified public accountants. Ms.
Wicelinski graduated from Pace University with a Bachelor of Arts Degree in
Accounting.

Item 11.  Executive Compensation.

The Registrant does not pay or accrue any fees, salaries or any other form of
compensation to directors and officers of the General Partner for its
services. Certain executive officers and directors of the General Partner
receive compensation from affiliates of the General Partner, not from the
Registrant, for services performed for various affiliated entities, which may
include services performed for the


                                      -47-
<PAGE>


Registrant; however, the General Partner believes that any compensation
attributable to services performed for the Registrant is immaterial. See Item
13, Certain Relationships and Related Transactions, for information regarding
compensation to the General Partner.

Item 12.  Security Ownership of Certain Beneficial Owners and Management.

As of June 1, 2001, Messrs. Boesky and Hirmes own directly or beneficially
100% of the interest in the voting securities of the General Partner.

As of June 1, 2001, no director or executive officer of the General Partner
owns directly or beneficially any of the BUC$ issued by the Registrant.

As of June 1, 2001, no limited partner beneficially owns more than five
percent (5%) of the BUC$ issued by the Registrant.

Item 13.  Certain Relationships and Related Transactions.

The Registrant has and will continue to have certain relationships with the
General Partner and its affiliates. However, there have been no direct
financial transactions between the Registrant and the directors or executive
officers of the General Partner.

Reference is made to Notes 1, 3, 6 and 7, to the consolidated financial
statements in the Registrant's financial statements, which identify the
related parties and discuss the services provided by these parties and the
amounts paid or payable for their services.





                                     -48-
<PAGE>



                                     PART IV

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

<TABLE>
<CAPTION>
                                                                         SEQUENTIAL
                                                                               PAGE
                                                                         ----------
<S>      <C>                                                             <C>
(a) 1.   Financial Statements

         Independent Auditors' Report                                         16

         Consolidated Statements of Financial Condition as of March
         31, 2001 and 2000                                                    34

         Consolidated Statements of Operations for the years ended
         March 31, 2001, 2000 and 1999                                        35

         Consolidated Statements of Changes in Partners' Capital for
         the years ended March 31, 2001, 2000 and 1999                        36

         Consolidated Statements of Cash Flows for the years ended
         March 31, 2001, 2000 and 1999                                        37

         Notes to Consolidated Financial Statements                           38

(a) 2.   FINANCIAL STATEMENT SCHEDULES AND INDEPENDENT AUDITORS'
         REPORT ON SCHEDULES

         Independent Auditors' Report on Schedules                            53

         Schedule III - Real Estate and Accumulated Depreciation              54

         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.
</TABLE>


                                      -49-
<PAGE>


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

<TABLE>
<CAPTION>
                                                                         SEQUENTIAL
                                                                               PAGE
                                                                         ----------
<S>      <C>                                                             <C>
(a) 3.   EXHIBITS

(3.1)    The Partnership's Agreement of Limited Partnership as
         adopted on May 3, 1989 and Amendments thereto dated May 25,
         1989 and June 21, 1989*

(3.2)    Amendment Number 1 to Prudential-Bache Tax Credit Properties
         L.P. Amended and Restated Agreement of Limited Partnership,
         dated October 1, 1997***

(3.3)    Form of Amended and Restated Agreement of Limited Partnership
         (included in Prospectus as Exhibit A)**

(3.4)    Certificate of Limited Partnership as filed on May 3, 1989 and
         Amendments thereto dated May 25, 1989 and June 21, 1989*

(3.5)    Amendment to Certificate of Limited Partnership dated
         October 1, 1997***

(10.1)   Form of Purchase and Sale Agreement pertaining to the
         Partnership's acquisition of Local Partnership Interests**

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

(99.1)   Balance Sheet and Independent Auditors' Report, RCC Partners
         96, L.L.C., March 31, 2001.                                          56

(b)      REPORTS ON FORM 8-K
</TABLE>

         Current report on Form 8-K dated April 28, 1999 was filed
         on May 13, 1999 relating to the change in Registrant's accountant.

         *Filed as an exhibit to Pre-Effective Amendment No. 1 to
         Form S-11 Registration Statement (No. 33-28571) and
         incorporated herein by reference.

         **Filed as an exhibit to Pre-Effective Amendment No. 2 to
         Form S-11 Registration Statement (No. 33-28571) and
         incorporated herein by reference.

         ***Filed as an exhibit to Registrants Current Report on Form 8-K dated
         October 1, 1997 and incorporated herein by reference.



                                      -50-
<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.



                       PATRIOT TAX CREDIT PROPERTIES L.P.
                       ----------------------------------
                                  (Registrant)



                                By: RCC PARTNERS 96, L.L.C.,
                                    General Partner



Date:  June 27, 2001                By: /s/ Alan P. Hirmes
                                        ------------------
                                        Alan P. Hirmes
                                        Member, President and Chief
                                        Executive and 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>
                             Member, President and Chief
/s/ Alan P. Hirmes           Executive and Financial Officer
------------------           (principal executive and financial
Alan P. Hirmes               officer) of RCC Partners 96., L.L.C.            June 27, 2001


                             Member, Executive Vice President
/s/ Stuart J. Boesky         and Chief Operating Officer
--------------------         (principal operating officer) of
Stuart J. Boesky             RCC Partners 96., L.L.C.                        June 27, 2001


/s/ Glenn F. Hopps           Treasurer
------------------           (principal accounting officer) of
Glenn F. Hopps               RCC Partners 96., L.L.C.                        June 27, 2001
</TABLE>



<PAGE>

                                           INDEPENDENT AUDITORS' REPORT

To the Partners of
Patriot Tax Credit Properties L.P. and Subsidiaries

In connection with our audit of the consolidated financial statements of Patriot
Tax Credit Properties L.P. and Subsidiaries included in this Form 10-K, we have
also audited supporting Schedule III for the year ended March 31, 2000. In our
opinion, based on our audit and the reports of the other auditors, the
consolidated schedule presents fairly, when read in conjunction with the related
consolidated financial statements, the financial data required to be set forth
therein.

REZNICK FEDDER & SILVERMAN

Bethesda, Maryland
May 14, 2001


<PAGE>




                       PATRIOT TAX CREDIT PROPERTIES L.P.
                             (a limited partnership)
                                AND SUBSIDIARIES
             SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
                                 MARCH 31, 2001

<TABLE>
<CAPTION>
                                                     INITIAL COST TO PARTNERSHIP            COSTS CAPITALIZED
                                                                                    SUBSEQUENT TO ACQUISITION (7)
                                                                   BUILDINGS AND   ------------------------------
DESCRIPTION (4)(6)                 ENCUMBRANCES         LAND       IMPROVEMENTS     IMPROVEMENTS     CARRYING COSTS
------------------                 ------------        ------      --------------   ------------    ---------------
<S>                                <C>              <C>           <C>               <C>             <C>
Apartment Complexes:

RMB Limited Partnership
  (Hubbard's Ridge) (1)
  Garland, TX                      $ 1,852,154      $  107,237    $  965,136        $  4,053,296    $  185,180
Cutler Canal II
  Associates, Ltd. (2)
  Miami, FL                          5,833,480         807,071     1,388,350           9,126,620        67,728
Diamond Street Venture (3)
  Philadelphia, PA                   2,953,299           9,729       234,465           2,392,610       273,218
Papillion Heights
  Apartments L.P. (1)
  Papillion, NE                        988,475          63,329     1,816,598             259,945        66,552
Hill Top Homes
  Apartments L.P. (1)
  Arlington, TX                      3,379,941         553,841     3,690,150           3,544,302       316,368
Palm Beach Apartments Ltd, (1)
  (Summer Creek Villas)
  West Palm Beach, FL               25,249,155       2,396,876    10,578,563          25,980,637     1,876,795
Brookland Park Plaza L.P. (1)
  Richmond, VA                       2,405,392          50,000       109,850           5,913,667       376,165
Compton Townhouses L.P. (1)
  Cincinnati, OH                     1,293,812          17,550       476,708           1,923,171        28,203
                                     ---------         --------     ---------          ---------      --------

                                   $43,955,708      $4,005,633   $19,259,820         $53,194,248    $3,190,209
                                    ==========       =========    ==========          ==========     =========

</TABLE>

<TABLE>
<CAPTION>

                                                    Gross Amounts                                                    Life on which
                                AT WHICH CARRIED AT CLOSE OF PERIOD (5)                                              Depreciation in
                                ---------------------------------------                      Date                    Latest Income
                                           BUILDINGS AND                   ACCUMULATED    CONSTRUCTION    DATE        STATEMENTS ARE
                                 LAND      IMPROVEMENTS       TOTAL        DEPRECIATION    COMPLETED    ACQUIRED       COMPUTED
                              ----------   -----------     -----------     ------------  -------------  --------   --------------
<S>                           <C>          <C>             <C>            <C>            <C>            <C>        <C>
Apartment Complexes:

RMB Limited Partnership
  (Hubbard's Ridge) (1)
  Garland, TX                 $  107,237    $  5,203,612   $  5,310,849   $  1,865,310       5/90         12/89            30

Cutler Canal II
  Associates, Ltd. (2)
  Miami, FL                      807,071      10,582,698     11,389,769      2,752,765       1/91          1/90            40

Diamond Street Venture (3)
  Philadelphia, PA                 9,729       2,900,293      2,910,022      1,134,296      12/90          1/90            40

Papillion Heights
  Apartments L.P. (1)
  Papillion, NE                   63,329       2,143,095      2,206,424        610,581      12/90          4/90            40

Hill Top Homes
  Apartments L.P. (1)
  Arlington, TX                  553,841       7,550,820      8,104,661      2,016,948      12/90          6/90            40

Palm Beach Apartments Ltd, (1)
  (Summer Creek Villas)
  West Palm Beach, FL          2,396,876      38,435,995     40,832,871     10,064,771       8/91          6/90            40

Brookland Park Plaza L.P. (1)
  Richmond, VA                    50,000       6,399,682      6,449,682      2,420,073      12/90          7/90            27.5

Compton Townhouses L.P. (1)
  Cincinnati, OH                  17,550       2,428,082      2,445,632      1,069,391       6/92          1/92            40
                               ----------     ----------     ----------     ----------
                               $4,005,633    $75,644,277    $79,649,910    $21,934,135
                                =========     ==========     ==========     ==========
</TABLE>


(1) First mortgage

(2) Includes first and second mortgages

(3) Includes first, second and third mortgages

(4) At March 31, 2001, the Registrant holds a 66.5% interest in the Local
    Partnerships of Summer Creek Villas, a 98% interest in Hubbard's Ridge, Hill
    Top Homes and Compton Townhouses and a 98.99% interest in Cutler Canal II,
    Diamond Street, Papillion Heights and Brookland Park Plaza.

(5) The cost basis of Land and Buildings and Improvements for federal income tax
    purposes as of December 31, 2000 is $80,551,790.

(6) The Registrant believes the properties are adequately insured.

(7) Costs Capitalized Subsequent to Acquisition included a write-down of
    $2,700,000 for Diamond Street Venture recorded as of March 31, 1995.


<PAGE>



                       PATRIOT TAX CREDIT PROPERTIES L.P.
                             (a limited partnership)
                                AND SUBSIDIARIES
             SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
                                 MARCH 31, 2001

<TABLE>
<CAPTION>
                                            COST OF PROPERTY AND EQUIPMENT                       ACCUMULATED DEPRECIATION
                                     ------------------------------------------         -----------------------------------------
                                                                             YEAR ENDED MARCH 31,
                                     --------------------------------------------------------------------------------------------
NOTE A - RECONCILIATION              2001             2000              1999             2001              2000            1999
                                    -------          ------            ------           ------            ------          ------
<S>                              <C>               <C>               <C>              <C>               <C>              <C>
Balance at beginning of year     $79,563,160       $79,361,224       $79,047,385      $19,762,979       $17,604,303      $15,450,304
Additions during year:
Improvements                          86,750           201,936           313,839
Depreciation expense (1)                                                                2,171,156         2,158,676        2,153,999
                                  ----------        ----------        ----------       ----------        ----------       ----------

Balance at close of year         $79,649,910       $79,563,160       $79,361,224      $21,934,135       $19,762,979      $17,604,303
                                  ==========        ==========        ==========       ==========        ==========       ==========
</TABLE>


(1) Refer to Notes 2 and 4 to the consolidated financial statements for
    additional information.