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, 2007


                                       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 incorporation or               (I.R.S. Employer
                 organization)                               Identification No.)

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


Registrant's telephone number, including area code (212) 317-5700


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

Securities registered pursuant to Section 12(g) of the Act:
     Beneficial Unit Certificates
     (Title of Class)

     Indicate by check mark if the registrant is a well-known  seasoned  issuer,
as defined in Rule 405 of the Securities Act. Yes [ ] No [X]

     Indicate by check mark if the  registrant  is not  required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]

     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(ss.229.405 of this chapter) is not contained herein,
and will not be contained,  to the best of registrant's knowledge, in definitive
proxy or information  statements  incorporated  by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [X]

     Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large  accelerated  filer" in Rule 12b-2 of the Exchange  Act.  (Check
one):

Large accelerated filer [ ]    Accelerated filer [ ]   Non-accelerated filer [X]

     Indicate  by check mark  whether  the  registrant  is a shell  company  (as
defined in Rule 12b-2 of the Act). Yes [ ] No [X]

     The  approximate  aggregate book value of the voting and non-voting  common
equity held by  non-affiliates  of the  Registrant as of September 30, 2006, was
($1,541,000), based on Limited Partner equity (deficit) as of such date.

                       DOCUMENTS INCORPORATED BY REFERENCE
None

<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  objective of the Registrant is to provide the limited partners with
low-income  housing tax credits allowed under Section 42 of the Internal Revenue
Code of 1986, as amended ("Tax  Credits") over the ten-year  credit period ("Tax
Credit  Period") for each Property in which the Registrant has invested and to a
lesser extent, 10-year 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 Tax
Credits.  No properties were acquired from any entity in which  Prudential-Bache
Properties,  Inc. (the former general partner) 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 had
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. The Registrant
expects that in order to avoid recapture of Tax Credits, its holding period with
respect  to each  Local  Partnership  Interest  will be at  least as long as the
15-year compliance period ("Compliance Period") and may be substantially longer.

It is not expected that any of the Local  Partnerships  in which the  Registrant
has invested will generate any significant  cash flow from operations to provide
distributions to the holders of BUC$ ("BUC$  holders") or the limited  partners.
As of March 31, 2007,  the Registrant has disposed of five of its eight original
Properties.  In addition,  one Local Partnership has entered into a purchase and
sale  agreement  to sell  its  property  and  related  assets  and  liabilities.
Subsequently, on April 27, 2007, the property and related assets and liabilities
of that Local Partnership were sold (see Notes 12 and 14 in Item 8).

As of December 31, 2002, all the Local  Partnerships  have  completed  their Tax
Credit Periods and the  Registrant  has met its primary  objective of generating
Tax Credits for qualified BUC$ holders.  However,  each Local  Partnership  must
continue  to  comply  with  the Tax  Credit  requirements  until  the end of the
Compliance Period in order to avoid recapture of the Tax Credits. The Compliance
Period will end at various dates  through  December 31, 2007 with respect to the
Properties depending upon when the Tax Credit Period commenced.

A loss on  impairment of assets is recorded when  management  estimates  amounts
recoverable   through  future   operations  and  sale  of  the  Property  on  an
undiscounted  basis  are  below  depreciated  cost.  At that  time the  Property
investments  themselves are reduced to estimated fair value (generally using the
discounted cash flow valuation  method).  Through March 31, 2007, the Registrant
has  recorded  $2,700,000  as a loss on  impairment  of assets or  reduction  to
estimated fair value.

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 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. All of these guarantees and escrows have expired.

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.

Two Properties had revenue which exceeded 15% of the Registrant's  total revenue
during the years  ended  March 31,  2007 and 2006 and one  Property  had revenue
which  exceeded 15% of the  Registrant's  total revenue for the year ended March
31, 2005. Revenue from Cutler Canal II Associates, Ltd. ("Cutler Canal II") as a
percentage  of the  Registrant's  total revenue was 16.84% and 19.17% during the
years  ended  March 31, 2007 and 2006.  Revenue  from Hill Top Homes  Apartments
Limited  Partnership  ("Hill Top") as a  percentage  of the  Registrant's  total
revenue was 38.47% for the year ended March 31,  2007.  Revenue  from Palm Beach
Apartments  Ltd.  ("Summer  Creek  Villas") as a percentage of the  Registrant's
total  revenue  was 41.04% and 56.03%  during the years ended March 31, 2006 and
2005, respectively. Cutler Canal II and Summer Creek Villas were sold during the
year ended March 31, 2006.  Subsequently,  on April 27, 2007,  Hill Top was sold
(see Note 14 in Item 8).

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, 2007.

General Partner
---------------
The general  partner of the  Registrant is RCC Partners 96 L.L.C.  (the "General
Partner").  The ultimate  parent of the General  Partner is  Centerline  Holding
Company ("Centerline") (which had been known as CharterMac until April 2007).

On March 15, 2007,  Centerline  announced  the  retirement  of Alan P. Hirmes as
Chief Financial  Officer of Centerline.  Upon his  retirement,  he also resigned
from his  position  as Member,  President,  Chief  Executive  Officer  and Chief
Financial Officer of the General Partner. Centerline has named Robert L. Levy as
Chief Financial Officer and Andrew J. Weil as Chief Executive Officer to replace
Mr. Hirmes.

                                       2
<PAGE>

Sales of Underlying Properties/Local Partnership Interests
----------------------------------------------------------
The Registrant is currently in the process of disposing of its  investments.  It
is  anticipated  that this process will take a number of years.  As of March 31,
2007,  the  Registrant  has  sold  the  Property  and  the  related  assets  and
liabilities of four Local Partnerships and the limited  partnership  interest in
one Local  Partnership.  In  addition,  one  Local  Partnership  entered  into a
purchase  and sales  agreement  to sell its  property  and  related  assets  and
liabilities.  Subsequently,  on April 27, 2007,  the property and related assets
and liabilities of that Local Partnership were sold (see Notes 12 and 14 in Item
8).  There can be no  assurance  as to when the  Registrant  will dispose of its
remaining  two  investments  or the amount of  proceeds  which may be  received.
However, based on the historical operating results of the Local Partnerships and
the current economic  conditions,  including changes in tax laws, it is unlikely
that the proceeds from such sales received by the Registrant  will be sufficient
to return to the limited partners their original investment.

On November 14, 2006, the Registrant's limited partnership interest in Papillion
Heights Apartment,  L.P. ("Papillion") was sold to the Local General Partner for
a sales price of $25,000.  The Registrant received proceeds of $25,000.  Because
Papillion  was  sold to a  related  party  of the  Local  Partnership,  the sale
resulted  in a non-cash  contribution  to the Local  Partnership  from the Local
General  Partner of  approximately  $205,000.  Such  contribution  flows through
minority  interest  as a result of the  write-off  of the  deficit  basis in the
property of approximately  $180,000 and $25,000 from the sale. The sale resulted
in the liquidation of Papillion.

On October 31,  2006,  the property and the related  assets and  liabilities  of
Brookland Park Plaza Limited Partnership ("Brookland") were sold to an unrelated
third party purchaser for a sales price of $2,800,000.  The Registrant  received
$467,577 as a  distribution  from this sale after the  repayment  of  mortgages,
other  liabilities  and  closing  costs of  approximately  $2,332,000.  The sale
resulted in a loss of  approximately  $134,000,  resulting from the write-off of
the deficit basis in the property at the date of the sale.  The sale resulted in
the liquidation of Brookland.

On March 28, 2006, the property and the related assets and liabilities of Cutler
Canal II were sold to an  affiliate  of the Local  General  Partner  for a sales
price of $9,000,000.  The Registrant  received $1,800,000 as a distribution from
this sale after the repayment of mortgages, other liabilities, closing costs and
distributions to minority interests of approximately $7,200,000.  The Registrant
received an additional  distribution of $365,356  relating to the forgiveness of
the Florida Housing Finance Corporation promissory note, which was contingent at
March 31, 2006. Because Cutler Canal II was sold to a related party of the Local
Partnership,  the  sale  resulted  in  a  non-cash  contribution  to  the  Local
Partnership  from the Local General Partner of approximately  $1,948,000,  which
was recognized during the year ended March 31, 2006. Adjustments to the non-cash
contribution of  approximately  $756,000 were  recognized  during the year ended
March 31, 2007,  resulting in an overall non-cash  contribution of approximately
$2,704,000. Such contributions flow through minority interest as a result of the
write-off of the deficit basis in the property of approximately $2,704,000.  The
sale resulted in the liquidation of Cutler Canal II.

On January 18, 2006, the property and the related assets and  liabilities of RMB
Limited Partnership ("Hubbard's Ridge") were sold to an unaffiliated third party
purchaser for a sales price of $4,950,000.  The Registrant received $73,948 as a
distribution from this sale after the repayment of mortgages,  other liabilities
and closing costs of  approximately  $4,876,000.  The sale resulted in a gain of
approximately  $2,101,000  resulting  from the write-off of the deficit basis in
the property at the date of the sale, which was recognized during the year ended
March 31, 2006. An additional loss of  approximately  $6,000  resulting from the
write-off of  additional  basis in the property was  recognized  during the year
ended March 31, 2007, resulting in an overall gain of approximately  $2,095,000.
The sale resulted in the liquidation of Hubbard's Ridge.

On July 14, 2005, the property and the related assets and  liabilities of Summer
Creek Villas were sold to an unrelated  third party  purchaser for a sales price
of  $45,500,000.  The entire sales price was used to repay the  mortgage,  other
liabilities,  closing costs and certain advances  (including  accrued  interest)
made to Summer  Creek  Villas by the  General  Partner  and its  affiliates,  as
required by the limited  partnership  agreement of Summer Creek Villas. The sale
resulted in a gain of approximately $12,784,000, resulting from the write-off of
the  deficit  basis in the  property  at the  date of the  sale  and a  non-cash
contribution  by the Local General Partner due to the write-off of related party
debt of  approximately  $3,719,000  and a non-cash  contribution  by the General
Partner of  $3,601,000  which were  recognized  during the year ended  March 31,
2006.  During  the year  ended  March 31,  2007,  an  adjustment  to the gain of
approximately  $2,643,000  was  recognized  which  included the  forgiveness  of
amounts due to the Local General  Partner and  affiliates of Local  Partnerships
and amounts  due to the General  Partner  and its  affiliates  of  approximately
$1,088,000 and $386,000,  respectively.  Such adjustments resulted in an overall
gain of approximately $15,427,000.

Asset Held for Sale
-------------------
On February 6, 2007, Hill Top entered into a purchase and sale agreement to sell
its property and the related  assets and  liabilities to an  unaffiliated  third
party  purchaser for a sales price of  $6,125,000.  Hill Top is being held as an
asset held for sale as of March 31, 2007. As of December 31, 2006,  Hill Top had
property  and  equipment,  at cost,  of  approximately  $8,105,000,  accumulated
depreciation  of  approximately  $3,128,000  and mortgage debt of  approximately
$2,755,000. Subsequently, on April 27, 2007, the property and related assets and
liabilities of Hill Top were sold (see Note 14 in Item 8).

Segments
--------
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.  The Registrant operates in one segment, which is
the investment in multi-family residential property. Financial information about
this segment is set forth in Item 8 hereto.

Competition
-----------
The General Partner and/or its affiliates have 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.

                                       3
<PAGE>

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 Part III and Notes 1, 3 and 6 to the consolidated
financial statements set forth in Item 8.

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

Item 1A.  Risk Factors

The  Registrant's  investment as a limited partner in the Local  Partnerships is
subject to the risks incident to the potential  losses  arising from  management
and ownership of improved real estate.  The Registrant's  investments also could
be  adversely  affected  by poor  economic  conditions,  generally,  which could
increase vacancy levels and rental payment defaults,  and by increased operating
expenses,  any or all of which could threaten the financial  viability of one or
more of the Local Partnerships.

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


Item 1B.  Unresolved Staff Comments

None

Item 2.  Properties.

As of March 31, 2007, the Registrant  held  interests in three  remaining  Local
Partnerships  (one of which was  subsequently  sold on April 27, 2007) which own
the following  Properties  which  continue to be operated in a manner to qualify
for Tax Credits:
<TABLE>
<CAPTION>
                                                                              Occupancy
                                                                Rents as of  Rate as of
                  Property                     Number of Units  May 1, 2007  May 1, 2007
---------------------------------------------  ---------------  -----------  -----------
<S>                                                 <C>           <C>            <C>
Diamond Street Venture
  Philadelphia, PA                                   48           473-540        79%

Hill Top Homes Apartments Limited Partnership
  Arlington, TX                                     171           565-770        89%

Compton Townhouses Limited Partnership
  Cincinnati, OH                                     39               765        92%
</TABLE>

(a) At March 31,  2007,  the  Registrant  holds a 98%  interest  in Hill Top and
    Compton Townhouses Limited Partnership  ("Compton  Townhouses") and a 98.99%
    interest in Diamond Street Venture ("Diamond Street").


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.

Hill  Top is  comprised  of a  two-story  building  surrounded  by 13  one-story
complexes 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.  Hill  Top  was
subsequently sold on April 27, 2007 (see Note 14 in Item 8).

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.

                                       4
<PAGE>

Item 3.  Legal Proceedings

In November  2006, a former  general  partner of  Brookland  commenced a lawsuit
against Brookland,  Centerline and an officer of Centerline in the Circuit Court
of the City of Richmond, Virginia alleging that Brookland breached an obligation
to pay a fee to the former  general  partner to  compensate  him for finding the
buyer who purchased  the apartment  complex.  The  complaint  alleges  breach of
contract and quantum meruit claims against  Brookland for $98,000 for failure to
pay the fee allegedly  owed to the former  general  partner.  The complaint also
alleges a defamation  claim  against the other  defendants  seeking  $600,000 in
damages.  The parties  have  reached an  agreement  in  principal to settle this
litigation  in the amount of $75,000  which will be paid by  Centerline  and its
insurer, and management anticipates that the lawsuit will be withdrawn.

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

None

                                       5
<PAGE>

                                     PART II


Item 5. Market for Registrant's BUC$, Related Limited Partner Matters and Issuer
Purchases of Equity Securities

As of May 25, 2007,  there were 2,192 BUC$  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,  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.

Transfer Procedures
-------------------
The Registrant from time to time receives requests by unit holders and others to
transfer BUC$ and/or limited partnership  interests.  Such requests may occur in
connection  with  tender  offers  for  the  Registrant's  units.  Such  requests
implicate  the  Registrant's   policies  and  procedures   concerning  transfers
generally and tender offers in particular,  which were adopted by the Registrant
pursuant to the terms of its Registrant  Agreement,  to ensure  compliance  with
applicable  law,  avoid  adverse tax  consequences  for the  Registrant  and its
investors, and preserve the Registrant's advantageous tax status.

In prior  years,  the  Registrant  relied on the 5% safe harbor  established  by
Internal Revenue Service ("IRS")  regulations to avoid being  characterized as a
"publicly-traded  partnership"  that  is  taxed  as a  corporation.  The 5% safe
harbor,  however,  expired and is no longer  available  as of December 31, 2005.
Accordingly,  the  Registrant  now  relies on a 2% safe  harbor  established  by
another  IRS  regulation  to avoid  being  characterized  as a  "publicly-traded
partnership" that is taxed as a corporation.

A brief  summary of certain of the  Registrant's  key  policies,  practices  and
requirements with respect to transfers and tender offers is as follows:

o    No  transfer  (whether  for  substitution,   assignment  or  otherwise)  is
     effective or binding on the  Registrant  unless and until it is approved by
     the General Partner.

o    No transfer will be approved  unless the transferor  and transferee  submit
     complete  and  properly  executed  forms of the  Registrant's  own transfer
     documentation.   The   Registrant   does  not  accept   forms  of  transfer
     documentation  other  than its own and does not accept  signatures  made by
     power of attorney in lieu of original signatures by each of the transferors
     and transferees.

o    The Registrant will not approve transfers that in the cumulative  aggregate
     for any tax  year  exceed  the IRS 2% safe  harbor,  unless  a  financially
     responsible  person  provides the  Registrant  and its partners with (i) an
     indemnity  (in form and  substance  in all ways  acceptable  to the General
     Partner) for all liability (including,  without limitation, any adverse tax
     consequences)  arising from or relating to exceeding the 2% safe harbor and
     (ii) a legal opinion (in form and  substance in all ways  acceptable to the
     General  Partner)  that there will be no adverse  tax  consequences  to the
     Registrant and its partners from exceeding the 2% safe harbor.

o    In order to avoid the  undesirable  situation of one or more tender  offers
     consuming  the  entire  safe  harbor  limitation  early in the tax year and
     leaving the Registrant's  remaining investors with no liquidity opportunity
     for the rest of that tax year,  the  Registrant  restricts  the  cumulative
     aggregate  total of transfers made pursuant to all tender offers to 1.5% of
     its outstanding  units in each tax year,  unless a financially  responsible
     person  conducting  such  tender  offer  provides  the  Registrant  with an
     acceptable  indemnity and legal opinion of the type described above. At the
     end of each tax year, the General Partner, in its discretion, may allow the
     cumulative  total number of transfers  (including those by tender offer) to
     reach the 2% safe harbor limit.

o    The  Registrant  requires that all tender offers for its units be conducted
     in accordance with all applicable law including,  without  limitation,  the
     federal securities laws.

The foregoing is solely a summary of the Registrant's policies, requirements and
practices   with  respect  to  transfers  and  tender   offers.   More  complete
information,  including  a  copy  of  the  Registrant's  transfer  documentation
package, may be obtained from the Registrant.

                                       6
<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>
                                                                     Years Ended March 31,
                                        ---------------------------------------------------------------------------
              OPERATIONS                     2007           2006*            2005*          2004*          2003*
-------------------------------------   -------------   --------------   ------------   ------------   ------------
<S>                                     <C>             <C>              <C>            <C>            <C>
 Rental and other income                $     565,401   $      612,573   $    629,690   $    648,146   $    694,438
                                        =============   ==============   ============   ============   ============

 Interest income                        $      84,805   $        4,579   $      3,368   $      2,940   $      2,047
                                        =============   ==============   ============   ============   ============

 Interest expense                       $      92,187   $       91,660   $    100,585   $    106,970   $    126,900
                                        =============   ==============   ============   ============   ============

Depreciation and amortization
  expenses                              $     165,305   $      233,695   $    234,321   $    192,215   $    180,501
                                        =============   ==============   ============   ============   ============

Loss before minority interest and
  discontinued operations               $    (453,851)  $     (678,096)  $   (637,083)  $   (560,674)  $   (472,141)
                                        =============   ==============   ============   ============   ============

Minority interest in loss of local
  partnerships from operations          $         998   $          732   $        412   $        695   $        337
                                        =============   ==============   ============   ============   ============

Loss before discontinued operations     $    (452,853)  $     (677,364)  $   (636,671)  $   (559,979)  $   (471,804)
                                        =============   ==============   ============   ============   ============

Income (loss) from discontinued
  operations including gain on sale
  and minority interest                 $   2,861,054   $   10,001,732   $ (3,462,296)  $ (3,239,859)  $ (3,165,195)
                                        =============   ==============   ============   ============   ============

Net income (loss)                       $   2,408,201   $    9,324,368   $ (4,098,967)  $ (3,799,838)  $ (3,636,999)
                                        =============   ==============   ============   ============   ============

Loss from operations per limited
  partner BUC$                          $      (11.82)  $       (17.68)  $     (16.62)  $     (14.61)  $     (12.31)

Income (loss) from discontinued
  operations per limited partner BUC$   $       74.67   $       261.03   $     (90.36)  $     (84.56)  $     (82.61)
                                        -------------   --------------   ------------   ------------   ------------

 Net income (loss) per limited
  partner BUC$                          $       62.85   $       243.35   $    (106.98)  $     (99.17)  $     (94.92)
                                        =============   ==============   ============   ============   ============

 Total assets                           $   8,289,118   $   15,525,866   $ 53,860,978   $ 55,556,172   $ 58,143,529
                                        =============   ==============   ============   ============   ============

 Mortgage notes payable                 $   6,657,567   $   10,243,965   $ 43,771,002   $ 44,697,118   $ 45,294,215
                                        =============   ==============   ============   ============   ============
</TABLE>

* Reclassified for comparative purposes.

                                       7
<PAGE>

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

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

The Registrant  originally  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 Tax Credits. As of March 31, 2007,
the Registrant  sold the Property and the related assets and liabilities of four
Local   Partnerships  and  the  limited   partnership   interest  of  one  Local
Partnership.  See Note 11 in Item 8 for a discussion of Sale of  Properties.  In
addition,  as of March 31, 2007, one Local  Partnership  entered into a purchase
and sale  agreement  to sell its property  and related  assets and  liabilities.
Subsequently  on April 27, 2007, the property and related assets and liabilities
of  that  Local  Partnership  were  sold.  See  Notes  12 and 14 in Item 8 for a
discussion of Asset Held for Sale and Subsequent Event.

Short-Term
----------

The  Registrant's  primary source of funds is rental  revenues,  which are fully
utilized at the Property level, and cash distributions from operations and sales
of the Local  Partnerships in which the Registrant has invested.  Such funds are
available  to meet the  obligations  of the  Registrant.  During the years ended
March 31, 2007,  2006 and 2005,  such  distributions  amounted to  approximately
$1,012,000,  $1,997,000 and $114,000,  respectively which included distributions
and proceeds from sales amounting to approximately $886,000,  $1,846,000 and $0,
respectively.

For the year ended March 31, 2007,  cash and cash  equivalents of the Registrant
and its consolidated Local Partnerships decreased approximately $1,194,000.  The
decrease is  attributable  to net cash used by operating  activities  ($48,000),
payments  of  mortgage  notes  ($2,470,000),  a decrease  in  capitalization  of
consolidated  subsidiaries  attributable to minority  interest of  approximately
($2,000),  a decrease in development  fees payable  ($99,000) and  distributions
($1,495,000) which exceeded  dispositions of property ($74,000),  a net increase
in due to Local  General  Partners and  affiliates  of Local  Partnerships,  the
General Partner and its affiliates ($57,000), net proceeds from sale of property
($2,712,000),   and  advances  from  General  Partner  ($78,000).   Included  in
adjustments  to  reconcile  the net  income to net cash  provided  by  operating
activities is depreciation and amortization of approximately $483,000 and a gain
on sale of property of approximately $2,429,000.

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

A working capital reserve maintained by the Registrant of approximately $956,000
remained  unused  at March 31,  2007.  During  the year  ended  March 31,  2007,
distributions from sales proceeds were made to the BUC$ holders of approximately
$1,487,000 and the General Partner of approximately $7,000.

Long-Term
---------

Partnership   management  fees  owed  to  the  General   Partner   amounting  to
approximately  $466,000 and  $1,292,000  were accrued and unpaid as of March 31,
2007 and 2006,  respectively.  During the year ended March 31,  2007  management
deemed  the unpaid  partnership  management  fees that were  related to the sold
properties  uncollectible  and,  as a result,  management  fees in the amount of
approximately $808,000 were written-off, resulting in a non-cash General Partner
contribution  of the  same  amount.  Without  the  General  Partner's  continued
allowance of accrual without payment of certain fees, expense reimbursements and
advances, the Registrant would not be in a position to meet its obligations.

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.  These  operating
deficit   advances  do  not  bear  interest  and  are  repayable  by  the  Local
Partnerships in accordance with the respective deficit guaranty  agreements.  In
addition,  the Registrant's  financial  statements as of March 31, 2007 and 2006
also reflect  payables of $599,009 and $523,859,  respectively,  under operating
deficit  guaranty  agreements at Hill Top,  which have expired.  As of March 31,
2007, all operating deficit guaranty agreements have expired.

The resolution of  contingencies,  if any,  affecting Local  Partnerships is not
anticipated  to impact  future  results of  operations,  liquidity  or financial
condition  in a material way because the maximum  loss the  Registrant  would be
liable for its net investment in the respective Local Partnerships. However, the
Registrant's  loss  of its  investment  in a Local  Partnership  may  result  in
recapture  of Tax Credits if the  investment  is lost before  expiration  of the
Compliance Period.

Management is not aware of any trends or events,  commitments  or  uncertainties
which  have not  otherwise  been  disclosed  that  will or are  likely to impact
liquidity in a material way.  Management  believes the only impact would be from
laws  that  have not yet been  adopted.  The  portfolio  is  diversified  by the
location of the  Properties  around the United States so that if one area of the
country is experiencing  downturns in the economy,  the remaining  Properties in
the  portfolio  may  be   experiencing   upswings.   However,   the   geographic
diversification  of the portfolio may not protect against a general  downturn in
the national  economy.  The Registrant has invested the proceeds of its offering
in eight Local  Partnerships,  all of which have had their Tax Credits  fully in
place and have  expired.  The Tax Credits are  attached  to the  Property  for a
period of ten years, and are transferable with the Property during the remainder
of the ten-year  period.  If trends in the real estate market warranted the sale
of a  Property,  the  remaining  Tax  Credits  would  transfer to the new owner,
thereby adding value to the Property on the market. However, such value declines
each year and is not included in the financial  statement  carrying amount.  The
Compliance  Period  will end at various  dates  through  December  31, 2007 with
respect to the Properties depending upon when the Tax Credit period commenced.

                                       8
<PAGE>

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 2007 vs. Fiscal 2006
---------------------------

Rental income decreased  approximately $43,000 for the year ended March 31, 2007
as  compared to 2006,  primarily  due to  decreases  in  occupancy  at two Local
Partnerships.

Interest  income  increased  approximately  $80,000 for the year ended March 31,
2007 as  compared  to 2006,  primarily  due to higher  cash and cash  equivalent
balances earning interest at the Registrant level.

Total   expenses,   excluding   general   and   administrative,    general   and
administrative-related  parties,  depreciation  and amortization and repairs and
maintenance, remained fairly consistent with a decrease of less than 1%.

General and administrative  increased  approximately $105,000 for the year ended
March 31,  2007 as compared  to 2006,  primarily  due to an increase in bad debt
expense  at two  Local  Partnerships  and  an  increase  in  audit  fees  at the
Registrant level.

General and administrative-related  parties decreased approximately $203,000 for
the year ended March 31, 2007 as compared to 2006,  primarily  due to a decrease
in  partnership  management  fees  resulting  from the sale of properties  and a
decrease in expense reimbursements at the Partnership level.

Depreciation and amortization decreased approximately $68,000 for the year ended
March 31, 2007 as compared to 2006,  primarily due to the  dispositions of fixed
assets in 2007 at one Local Partnership.

Repairs and maintenance decreased approximately $23,000 for the year ended March
31, 2007 as compared to 2006, primarily due to a decrease in carpet replacements
and floor repairs at one Local  Partnership and a decrease in turnover  expenses
at a second Local Partnership.

Fiscal 2006 vs. Fiscal 2005
---------------------------

Rental income decreased  approximately $18,000 for the year ended March 31, 2006
as  compared to 2005,  primarily  due to a decrease  in  occupancy  at one Local
Partnership.

Total expenses,  excluding  repairs and maintenance  remained fairly  consistent
with a decrease of approximately 1%.

Repairs and maintenance increased approximately $41,000 for the year ended March
31, 2006 as compared to 2005,  primarily due to an increase in turnover expenses
and trash  removal  costs at one Local  Partnership  and an  increase  in carpet
replacements and floor repairs at a second Local Partnership.

Tabular Disclosure of Contractual Obligations
---------------------------------------------
The following table summarizes the  Registrant's  commitments from operations as
of March 31, 2007 to make future  payments  under its debt  agreements and other
contractual obligations.
<TABLE>
<CAPTION>
                                            Less than        1 - 3          3 - 5        More than
                              Total           1 Year         Years          Years         5 Years
                           ------------   ------------   ------------   ------------   ------------
<S>                        <C>            <C>            <C>            <C>            <C>
Mortgage notes payable (a) $  3,902,654   $  1,119,347   $     64,298   $     72,330   $  2,646,679
                           ============   ============   ============   ============   ============
</TABLE>

(a)  Mortgage notes are  collateralized by land,  buildings and improvements and
     leases related thereto.  Mortgage notes consist of both first mortgages and
     support loans (second and third mortgages).

The following table  summarizes the Registrant's  commitments from  discontinued
operations  as of  March  31,  2007 to  make  future  payments  under  its  debt
agreements and other contractual obligations.
<TABLE>
<CAPTION>
                                            Less than        1 - 3          3 - 5        More than
                              Total           1 Year         Years          Years         5 Years
                           ------------   ------------   ------------   ------------   ------------
<S>                        <C>            <C>            <C>            <C>            <C>
Mortgage note payable (a)  $  2,754,913   $    141,143   $    323,493   $    387,415   $  1,902,862
                           ============   ============   ============   ============   ============
</TABLE>

(a)  The mortgage note is collateralized by land, buildings and improvements and
     leases related thereto.


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

The Registrant has no off-balance sheet arrangements.

                                       9
<PAGE>

Critical Accounting Estimates
-----------------------------

The preparation of consolidated financial statements requires management to make
estimates and assumptions.  These estimates and assumptions  affect the reported
amounts  of assets and  liabilities  and  disclosure  of  contingent  assets and
liabilities  at the  date  of the  consolidated  financial  statements  and  the
reported  amounts of revenue and expenses  during the reporting  period.  Actual
results could differ from those estimates.

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

Set forth below is a summary of the accounting policies that management believes
are critical to the preparation of the consolidated financial statements:

a) Property and Equipment

Property and  equipment  to be held and used are carried at cost which  includes
the purchase price,  acquisition fees and expenses, and any other costs incurred
in acquiring the  Properties.  The cost of property and equipment is depreciated
over their estimated useful lives using accelerated and  straight-line  methods.
Expenditures  for repairs and  maintenance  are charged to expense as  incurred;
major  renewals  and  betterments  are  capitalized.  At the time  property  and
equipment  are  retired  or  otherwise  disposed  of,  the cost and  accumulated
depreciation  are  eliminated  from  the  assets  and  accumulated  depreciation
accounts  and the profit or loss on such  disposition  is reflected in earnings.
The Registrant complies with Statement of Financial Accounting Standards No. 144
"Accounting  for the  Impairment  or Disposal of Long-Lived  Assets".  A loss on
impairment of assets is recorded when management  estimates amounts  recoverable
through future operations and sale of the Property on an undiscounted  basis are
below depreciated cost. At that time Property investments themselves are reduced
to  estimated  fair value  (generally  using  discounted  cash  flows)  when the
Property is considered to be impaired and the depreciated cost exceeds estimated
fair value.

Through  March 31, 2007,  the  Registrant  has recorded  $2,700,000 as a loss on
impairment of assets or reductions to estimated fair value.

b) Revenue Recognition

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

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

c) Income Taxes

The  Registrant  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 Registrant may be subject to other state and local
taxes in  jurisdictions  in which it  operates.  For  income tax  purposes,  the
Registrant's year ends on December 31.

Impairment of Long-Lived Assets
-------------------------------
The  Registrant is required to assess  potential  impairments  to its long-lived
assets,  which  consists  primarily of property  and  equipment.  If  impairment
indicators are present, the Registrant must measure the fair value of the assets
in accordance with Statement of Financial  Standards No. 144 "Accounting for the
Impairment or Disposal of Long-Lived  Assets" to determine if adjustments are to
be recorded.

                                       10
<PAGE>

Property Information
--------------------
As of March 31, 2007,  the  Registrant  held  interests in three of its original
eight Local Partnerships (one of which was sold subsequently on April 27, 2007).
The following schedule gives specific details about the related Properties.
<TABLE>
<CAPTION>
                                                                            Gross Carrying
                                                                               Value of            Occupancy
                                                                 Number       Property at           Rate at
                        Property (a)                            of Units    March 31, 2007    December 31, 2006(c)
------------------------------------------------------------    --------    --------------    -------------------
<S>                                                                  <C>    <C>                       <C>
RMB Limited Partnership (Hubbard's Ridge) (d)
   Garland, TX                                                         0    $            0             0%
Cutler Canal II Associates, Ltd. (e)
   Miami, FL                                                           0                 0             0%
Diamond Street Venture (b)
   Philadelphia, PA                                                   48         2,856,052            77%
Papillion Heights Apartments L.P. (Papillion) (h)
   Papillion, NE                                                       0                 0             0%
Hill Top Homes Apartments Limited Partnership (Hill Top) (i)
   Arlington, TX                                                     171         8,104,661            96%
Palm Beach Apartments, Ltd. (Summer Creek Villas) (f)
   West Palm Beach, FL                                                 0                 0             0%
Brookland Park Plaza Limited Partnership (Brookland) (g)
   Richmond, VA                                                        0                 0             0%
Compton Townhouses Limited Partnership
   Cincinnati, OH                                                     39         2,446,958            84%
                                                                            --------------

                                                                            $   13,407,671
                                                                            ==============
</TABLE>


(a)  At March 31, 2007,  the  Registrant  holds,  a 98% interest in Hill Top and
     Compton Townhouses and a 98.99% interest in Diamond Street.

(b)  The investment in property  relating to the Diamond Street (as defined) 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.

(d)  The property and the related assets and liabilities of Hubbard's Ridge were
     sold on January 18, 2006.

(e)  The property and the related assets and liabilities of Cutler Canal II were
     sold on March 28, 2006.

(f)  The property and the related assets and  liabilities of Summer Creek Villas
     were sold on July 14, 2005.

(g)  The property and related  assets and  liabilities of Brookland were sold on
     October 31, 2006.

(h)  The  Registrant's  limited  partnership  interest in Papillion  was sold on
     November 14, 2006.

(i)  Hill Top executed a purchase and sale  agreement on February 6, 2007 and is
     included  as an asset held for sale at March 31,  2007.  Subsequently,  the
     property  and related  assets and  liabilities  were sold on April 27, 2007
     (see Notes 12 and 14 in Item 8).

Item 7A. Quantitative and Qualitative Disclosure about Market Risk

The  Registrant  does not believe there is a material risk  associated  with the
various interest rates associated with the mortgage notes as the majority of the
Local  Partnership  mortgage notes have fixed rates.  The  Registrant  currently
discloses in Item 8, Note 5 to the  financial  statements  the fair value of the
mortgage  notes  payable.  The  Registrant  does not have any other  market risk
sensitive instruments.

                                       11
<PAGE>

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

(a) 1.   Consolidated Financial Statements

         Report of Independent Registered Public Accounting Firm          13

         Consolidated Balance Sheets at March 31, 2007 and 2006           17

         Consolidated Statements of Operations for the Years Ended
           March 31, 2007, 2006 and 2005                                  18

         Consolidated Statements of Changes in Partners' Capital
           (Deficit) for the Years Ended March 31, 2007, 2006 and 2005    19

         Consolidated Statements of Cash Flows for the Years Ended
           March 31, 2007, 2006 and 2005                                  20

         Notes to Consolidated Financial Statements                       21

                                       12
<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


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, 2007 and 2006, and
the related consolidated statements of operations,  changes in partners' capital
(deficit) and cash flows for the years ended March 31, 2007,  2006 and 2005. 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 audits. For the years ended March 31, 2007 and
2006, we did not audit the financial statements of certain investee partnerships
which  represent  $0 and  $6,800,462,  respectively,  in  total  assets  and $0,
$1,495,773 and $(470,468),  respectively, of the net income (loss) as of and for
the years ended March 31, 2007, 2006 and 2005.  Those statements were audited by
other auditors whose reports have been furnished to us, and our opinion, insofar
as it relates to those investee partnerships,  is based solely on the reports of
the other auditors.

         We conducted our audits in accordance  with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain  reasonable  assurance about whether the
financial  statements are free of material  misstatement.  The  partnership  has
determined  that it is not required to have, nor were we engaged to perform,  an
audit of its  internal  control over  financing  reporting.  Our audit  included
consideration  of  internal  control  over  financial  reporting  as a basis for
designing audit  procedures that are appropriate in the  circumstances,  but not
for  the  purpose  of  expressing  an  opinion  on  the   effectiveness  of  the
partnership's internal control over financial reporting. Accordingly, we express
no  such  opinion.  An  audit  includes  examining,  on a test  basis,  evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe that our audits, and the report of the other auditors,
provide a reasonable basis for our opinion.

         In our  opinion,  based on our  audits  and the  reports  of the  other
auditors,  the  consolidated  financial  statements  referred  to above  present
fairly, in all material  respects,  the financial position of Patriot Tax Credit
Properties L.P. and  Subsidiaries as of March 31, 2007 and 2006, and the results
of their operations, changes in partners' capital (deficit) and their cash flows
for the years ended March 31, 2007, 2006 and 2005, in conformity with accounting
principles generally accepted in the United States of America.

Our  audits  were  made for the  purpose  of  forming  an  opinion  on the basic
financial statements taken as a whole. The schedules listed under Item 15(a)2 in
the index are presented  for the purpose of complying  with the  Securities  and
Exchange  Commission's rules and are not part of the basic financial statements.
These  schedules  have been  subject to the auditing  procedures  applied to the
audits of the basic  financial  statements  and,  in our  opinion,  based on our
audits and the reports of other auditors,  fairly state in all material respects
the financial statement data required to be set forth therein in relation to the
basic financial statements taken as a whole.


/s/ REZNICK GROUP, P.C.


Bethesda, Maryland
June 21, 2007

                                       13
<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, 2005 and 2004,  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 the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material  misstatement.  The  Partnership  has determined
that it is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting.  Our audit included  consideration of
internal  control  over  financial  reporting  as a basis  for  designing  audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Partnership's internal control
over  financial  reporting.  Accordingly,  we express no such opinion.  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,  2005 and 2004,  and the  results  of its  operations,  changes in
partners'  equity/(deficit)  and its cash  flows for the years  then  ended,  in
conformity with accounting principles generally accepted in the United States of
America.

/s/ DICKEY, WOLF & HUMBARD, LLC
Certified Public Accountants

Harrisonville, MO
January 26, 2006

                                       14
<PAGE>

[Letterhead of Coffman and Company, P.C.]

INDEPENDENT AUDITOR'S REPORT

To the Partners
Papillion Heights Apartments, L.P.
Springfield, MO 65804

We have audited the accompanying  balance sheet of Papillion Heights Apartments,
L.P.  (a  limited  partnership),  as of  December  31,  2005,  and  the  related
statements of income,  changes in partners' equity,  and cash flows for the year
then  ended.   These  financial   statements  are  the   responsibility  of  the
Partnership's  management.  Our responsibility is to express an opinion on these
financial statements based on our audit.

We  conducted  our audit in  accordance  with  standards  of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material  misstatement.  The  Partnership  has determined
that it is not required to have,  nor we were  engaged to perform,  and audit of
its internal  control over  financial  reporting as a basis for designing  audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Partnership's internal control
over  financial  reporting.  Accordingly,  we express no such opinion.  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 Papillion Heights  Apartments,
L.P. (a limited  partnership)  as of December 31,  2005,  and the results of its
operations  and its cash  flows  for the year  then  ended  in  conformity  with
accounting principles generally accepted in the United States of America.

/s/ Coffman and Company, P.C.

Springfield, Missouri
February 16, 2006

                                       15
<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, 2005 and
2004, 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  standards  of the Pubic  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material  misstatement.  The  Partnership  has determined
that it is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting.  Our audit included  consideration of
internal  control  over  financial  reporting  as a basis  for  designing  audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Partnership's internal control
over  financial  reporting.  Accordingly,  we express no such opinion.  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, 2005 and 2004,  and the results of its
operations,  changes in  partners'  equity/(deficit)  and its cash flows for the
years then ended, in conformity with accounting principles generally accepted in
the United States of America.

/s/ Dickey, Wolf & Humbard, LLC
Certified Public Accountants

Harrisonville, MO
January 26, 2006

                                       16
<PAGE>

                       PATRIOT TAX CREDIT PROPERTIES L.P.
                             (a limited partnership)
                                AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                                     ASSETS

                                                                    March 31,
                                                          ----------------------------
                                                              2007            2006
                                                          ------------    ------------
<S>                                                       <C>             <C>
OPERATING ASSETS

Investment in property:

Land                                                      $     27,279    $    694,449
Buildings and improvements                                   5,275,732      21,459,805
Accumulated depreciation                                    (3,367,301)    (10,579,027)
                                                          ------------    ------------
                                                             1,935,710      11,575,227
Net investment in property
Cash and cash equivalents                                    1,021,151       2,214,692
Cash and cash equivalents held in escrow                       113,504         300,903
Deferred financing costs, net                                   15,266         191,129
Due from General Partner and its affiliates                          0       1,030,863
Other assets                                                    20,234         213,052
                                                          ------------    ------------

Total operating assets                                       3,105,865      15,525,866
                                                          ------------    ------------

Assets from discontinued operations (Note 13)
  Investment in property held for sale, net                  4,976,662               0
  Net assets held for sale                                     206,591               0
                                                          ------------    ------------
Total asset from discontinued operations                     5,183,253               0
                                                          ------------    ------------

Total assets                                              $  8,289,118    $ 15,525,866
                                                          ============    ============

LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

Operating liabilities:

  Mortgage notes payable                                  $  3,902,654    $ 10,243,965
  Accrued interest payable                                       5,295          77,583
  Other accrued expenses and liabilities                       279,635       1,084,916
  Due to Local General Partners and affiliates of
    Local Partnerships                                       1,097,535       2,776,738
  Development fees payable                                   1,052,447       1,151,510
  Real estate taxes payable                                     54,527          88,711
  Due to General Partner and its affiliates                    499,745       3,314,677
                                                          ------------    ------------

Total operating liabilities                                  6,891,838      18,738,100
                                                          ------------    ------------

Liabilities from discontinued operations (Note 13)
  Mortgage notes payable of assets held for sale             2,754,913               0
  Net liabilities related to assets held for sale
    (including minority interest)                              292,484               0
                                                          ------------    ------------
Total liabilities from discontinued operations               3,047,397               0
                                                          ------------    ------------

Minority interest in Local Partnerships                         24,164         183,027
                                                          ------------    ------------

PARTNERS' CAPITAL (DEFICIT)

  Limited partners (38,125 BUC$ issued and outstanding)     (3,218,306)     (4,127,006)

  General partner (1 BUC$ issued and outstanding)            1,544,025         731,745
                                                          ------------    ------------

Total partners' capital (deficit)                           (1,674,281)     (3,395,261)
                                                          ------------    ------------

Total liabilities and partners' capital (deficit)         $  8,289,118    $ 15,525,866
                                                          ============    ============
</TABLE>

          See accompanying notes to consolidated financial statements.

                                       17
<PAGE>

                       PATRIOT TAX CREDIT PROPERTIES L.P.
                             (a limited partnership)
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
                                                                  Year Ended March 31,
                                                      --------------------------------------------
                                                           2007           2006*           2005*
                                                      ------------    ------------    ------------
<S>                                                   <C>             <C>             <C>
Operations

Revenues
Rental income                                         $    557,542    $    600,470    $    618,163
Other income                                                 7,859          12,103          11,527
Interest income                                             84,805           4,579           3,368
                                                      ------------    ------------    ------------

Total revenues                                             650,206         617,152         633,058
                                                      ------------    ------------    ------------

Expenses
Interest                                                    92,187          91,660         100,585
Depreciation and amortization                              165,305         233,695         234,321
Operating and other                                         69,862          67,106          65,034
Taxes and insurance                                        107,045         112,202         105,542
Repairs and maintenance                                    175,287         198,480         157,443
General and administrative                                 284,487         179,229         185,396
General and administrative-related parties (Note 6)        209,884         412,876         421,820
                                                      ------------    ------------    ------------

Total expenses                                           1,104,057       1,295,248       1,270,141
                                                      ------------    ------------    ------------

Loss from operations before minority interest             (453,851)       (678,096)       (637,083)
Minority interest in loss of local partnerships
  from operations                                              998             732             412
                                                      ------------    ------------    ------------

Loss from operations                                      (452,853)       (677,364)       (636,671)
                                                      ------------    ------------    ------------

Discontinued operations:
Income (loss) from discontinued operations (net of
  minority interest and gain on sale of $2,429,104,
  $14,824,690 and $0, respectively)                      2,861,054      10,001,732      (3,462,296)
                                                      ------------    ------------    ------------

Net income (loss)                                     $  2,408,201    $  9,324,368    $ (4,098,967)
                                                      ============    ============    ============

Loss from operations - limited partners               $   (450,589)   $   (673,977)   $   (633,488)
Income (loss) from discontinued operations -
  limited partners                                       2,846,749       9,951,723      (3,444,984)
                                                      ------------    ------------    ------------

Net income (loss)-limited partners                    $  2,396,160    $  9,277,746    $ (4,078,472)
                                                      ============    ============    ============

Number of BUC$ outstanding - limited partners               38,125          38,125          38,125
                                                      ============    ============    ============

Loss from operations per BUC$ - limited partners      $     (11.82)   $     (17.68)   $     (16.62)
Income (loss) from discontinued operations
  per BUC$ - limited partners                                74.67          261.03          (90.36)
                                                      ------------    ------------    ------------

Net income (loss) per BUC$ - limited partners         $      62.85    $     243.35    $    (106.98)
                                                      ============    ============    ============
</TABLE>
* Reclassified for comparative purposes.

          See accompanying notes to consolidated financial statements.

                                       18
<PAGE>

                       PATRIOT TAX CREDIT PROPERTIES L.P.
                             (a limited partnership)
                                AND SUBSIDIARIES
        CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
<TABLE>
<CAPTION>
                                                                Limited         General
                                                  Total         Partners        Partner           BUC$
                                              ------------    ------------    ------------    ------------
<S>                                           <C>             <C>             <C>             <C>
Partners' capital (deficit)
April 1, 2004                                 $ (8,620,662)   $ (9,326,280)   $    705,618    $     38,126

Net Loss                                        (4,098,967)     (4,078,472)        (20,495)              0
                                              ------------    ------------    ------------    ------------

Partners' capital (deficit)
March 31, 2005                                 (12,719,629)    (13,404,752)        685,123          38,126

Net Loss                                         9,324,368       9,277,746          46,622               0
                                              ------------    ------------    ------------    ------------

Partners' capital (deficit)
March 31, 2006                                  (3,395,261)     (4,127,006)        731,745          38,126

Net income                                       2,408,201       2,396,160          12,041               0

Distribution                                    (1,494,932)     (1,487,460)         (7,472)              0
Contribution - write-off of partnership
  management fee related to sold properties        807,711               0         807,711               0
                                              ------------    ------------    ------------    ------------

Partners' capital (deficit)
March 31, 2007                                $ (1,674,281)   $ (3,218,306)   $  1,544,025    $     38,126
                                              ============    ============    ============    ============
</TABLE>

          See accompanying notes to consolidated financial statements.

                                       19
<PAGE>

                       PATRIOT TAX CREDIT PROPERTIES L.P.
                             (a limited partnership)
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                             Year Ended March 31,
                                                                   --------------------------------------------
                                                                       2007            2006            2005
                                                                   ------------    ------------    ------------
<S>                                                                <C>             <C>             <C>
Cash flows from operating activities:
Net income (loss)                                                  $  2,408,201    $  9,324,368    $ (4,098,967)
                                                                   ------------    ------------    ------------
Adjustments to reconcile net income (loss) to net cash used in
  operating activities:
Gain on sale of property                                             (2,429,104)    (14,824,690)              0
Capital contribution - General Partner                                  807,711               0               0
Depreciation and amortization                                           483,047       1,884,192       2,412,369
Minority interest in (loss) income of local partnerships             (1,118,763)      2,126,807      (1,095,727)
Decrease (increase) in cash held in escrow                               39,616      (5,801,152)       (765,438)
Increase in real estate taxes payable                                    25,715           7,630         397,975
Increase in accrued interest payable                                     16,325         241,752         177,522
Increase in other assets                                                (93,168)     (1,130,310)       (209,528)
(Decrease) increase in other accrued expenses and liabilities          (187,933)      1,340,015         863,352
                                                                   ------------    ------------    ------------
Total adjustments                                                    (2,456,554)    (16,155,756)      1,780,525
                                                                   ------------    ------------    ------------

Net cash used in operating activities                                   (48,353)     (6,831,388)     (2,318,442)
                                                                   ------------    ------------    ------------

Cash flows from investing activities:
Dispositions (investments) in property                                   74,051         (18,162)        (15,831)
Proceeds from sale of property                                        2,825,000      45,500,000               0
Costs paid relating to sale of property                                (113,442)     (7,671,272)              0
                                                                   ------------    ------------    ------------

Net cash provided by (used in) investing activities                   2,785,609      37,810,566         (15,831)
                                                                   ------------    ------------    ------------

Cash flows from financing activities
Payments on mortgage notes                                           (2,469,871)    (23,565,444)       (926,116)
Decrease in development fees payable                                    (99,063)              0               0
Advances (Repayments) from General Partner                               77,922      (8,156,642)      1,348,459
Increase in due to Local General Partners and affiliates of
 Local Partnerships, General Partner and its affiliates                  56,679       2,015,169       1,074,974
Advance from local limited partner                                            0               0         563,334
Distribution to minority interest partner                                (1,532)              0               0
Distribution                                                         (1,494,932)              0               0
                                                                   ------------    ------------    ------------

Net cash (used in) provided by financing activities                  (3,930,797)    (29,706,917)      2,060,651
                                                                   ------------    ------------    ------------

Net (decrease) increase in cash and cash equivalents                 (1,193,541)      1,272,261        (273,622)

Cash and cash equivalents at beginning of year                        2,214,692         942,431       1,216,053
                                                                   ------------    ------------    ------------
Cash and cash equivalents at end of year                           $  1,021,151    $  2,214,692    $    942,431
                                                                   ============    ============    ============
Supplemental disclosures of cash flow information:
Interest paid                                                      $    728,483    $  5,677,068    $  4,626,705
                                                                   ============    ============    ============

Summarized below are the components of the gain on sale of property:

Proceeds from sale of investments - net                            $ (2,711,558)   $(37,828,728)   $          0
Decrease in investment in property, net of accumulated
 depreciation                                                         4,119,691      36,075,214               0
Decrease in deferred costs                                               48,889         629,872               0
Decrease in other assets                                              1,277,056         479,731               0
Decrease in cash held in escrow                                          94,026       7,487,988               0
Decrease in other liabilities                                        (1,475,422)     (2,751,143)              0
Decrease in real estate taxes payable                                   (59,899)       (490,912)              0
Decrease in accrued interest payable                                     (2,927)     (2,522,435)              0
Decrease in mortgage notes payable                                   (1,116,527)     (9,961,593)              0
Decrease in due to Local General Partners and affiliates of
 Local Partnerships, General Partner and its affiliates              (1,735,882)     (5,698,828)              0
Decrease in due to General Partner and affiliates                    (1,827,984)     (2,192,053)              0
Noncash contribution from sale to related party                         961,433       1,948,197               0
</TABLE>

          See accompanying notes to consolidated financial statements.

                                       20
<PAGE>

                       PATRIOT TAX CREDIT PROPERTIES L.P.
                             (a limited partnership)
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2007


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 is RCC Partners 96, L.L.C.  (the "General  Partner").
The  ultimate  parent of the  General  Partner  is  Centerline  Holding  Company
("Centerline") (which had been known as CharterMac until April 2007).

On March 15, 2007,  Centerline  announced  the  retirement  of Alan P. Hirmes as
Chief Financial  Officer of Centerline.  Upon his  retirement,  he also resigned
from his  position  as Member,  President,  Chief  Executive  Officer  and Chief
Financial Officer of the General Partner. Centerline has named Robert L. Levy as
Chief Financial Officer and Andrew J. Weil as Chief Executive Officer to replace
Mr. Hirmes.

Independence  SLP L.P.  ("SLP"),  an affiliate  of  Centerline  Capital,  is the
special limited  partner.  The SLP acts 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, 2007, the  Partnership  has
investments in three Local Partnerships.  Through the year ended March 31, 2007,
the  Partnership has sold the Property and the related assets and liabilities of
four  Local  Partnerships  and the  limited  partnership  interest  of one Local
Partnership (see Note 11 for discussion of sales). In addition,  as of March 31,
2007, one Local  Partnership  entered into a purchase and sale agreement to sell
its  property and related  assets and  liabilities.  Subsequently,  on April 27,
2007, the property and related assets and liabilities of that Local  Partnership
were sold (see Notes 12 and 14).


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 accounting  principles  generally  accepted in the
United States of America.  The preparation of financial statements in conformity
with accounting  principles  generally  accepted in the United States of America
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.

For the years ended March 31, 2007,  2006 and 2005, the  consolidated  financial
statements  include the  accounts of the  Partnership  and 7, 8 and 8 subsidiary
partnerships, respectively (originally 8), in which the Partnership is a limited
partner,  with an ownership interest ranging from approximately 66.5% to 98.99%.
All intercompany accounts and transactions with the subsidiary partnerships have
been eliminated in consolidation.  All subsidiary partnerships have fiscal years
ending December 31. The Partnership has a controlling  financial interest in the
subsidiary  partnerships through its rights to remove the general partner of the
subsidiary  partnerships  and to approve  certain major  operating and financial
decisions.  These  rights  may  be  exercised  by  the  General  Partner  of the
Partnership and/or an affiliate, which affiliate has a contractual obligation to
act on behalf of the Partnership.

Minority interest in Local Partnerships relates to the general partner interests
in the  Local  Partnerships  (the  "Local  General  Partners")  not owned by the
Partnership. The Local General Partners and their affiliates have advanced funds
to the operating  partnerships  under the terms of various  deficit  guarantees,
which are  reported  as a liability  in the  accompanying  consolidated  balance
sheets.  Therefore, the Partnership continues to allocate losses to the minority
interests to the extent of the Local General Partners'  capital  investment plus
advances.  The  local  general  partner  advances  generally  carry a  repayment
priority from distributable cash flow generated by the local partnerships.

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 with original maturities of
three months or less from the date of acquisition whose cost approximates market
value.

                                       21
<PAGE>

                       PATRIOT TAX CREDIT PROPERTIES L.P.
                             (a limited partnership)
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2007


d)  Cash and Cash Equivalents Held in Escrow

Cash and cash equivalents held in escrow include  restricted funds with original
maturities of three months or less from the date of acquisition held for payment
of real estate taxes and insurance,  tenant  security  deposits and  replacement
reserves.

e)  Revenue Recognition

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

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

f)  Income 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.

g) 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. During the year ended March 31, 2007, distributions from sales proceeds
were made to the limited partners of approximately $1,487,000 and to the General
Partners of approximately $7,000.


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  components of deferred  financing  costs and their periods of  amortization
from operating assets are as follows:
<TABLE>
<CAPTION>
                                            March 31,
                                   ----------------------------        Period
                                       2007            2006           (Months)
                                   ------------    ------------    -------------
<S>                                <C>             <C>                   <C>
Deferred financing costs           $     76,373    $    421,989          **
Less:  Accumulated amortization         (61,107)       (230,860)
                                   ------------    ------------

                                   $     15,266    $    191,129
                                   ============    ============
</TABLE>

** Over the life of the respective mortgages.


Amortization of deferred  financing  costs from operations  amounted to $812 for
each of the years ended March 31,  2007,  2006 and 2005 and is  estimated  to be
$812 for each of the next five years.

During the years  ended  March 31, 2007 and 2006,  there were net  decreases  in
deferred  costs of $92,502  and  $4,906,874  and net  decreases  in  accumulated
amortization  of $43,613 and  $4,277,002,  respectively,  due to write-offs from
discontinued operations.

                                       22
<PAGE>

                       PATRIOT TAX CREDIT PROPERTIES L.P.
                             (a limited partnership)
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2007


The  components  of  deferred  costs  and their  periods  of  amortization  from
discontinued assets are as follows:
<TABLE>
<CAPTION>
                                             March 31,
                                   ----------------------------
                                       2007            2006            Period
                                   ------------    ------------    -------------
<S>                                <C>             <C>                   <C>
Financing expenses                 $    253,114    $          0          *
Less:  Accumulated amortization        (140,073)              0
                                   ------------    ------------

                                   $    113,041    $          0
                                   ============    ============
</TABLE>

* Over the life of the respective related mortgages


Amortization expense from discontinued  operations for the years ended March 31,
2007, 2006 and 2005 amounted to $13,121, $187,614 and $291,931, 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 6).

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 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.


NOTE 4 - Investment in Property

The Partnership's Properties and related debt from operations at March 31 were:
<TABLE>
<CAPTION>
                                                    Net Investment in Property    Mortgage Notes Payable
                                                    --------------------------   -------------------------
                Description (a)                        2007            2006         2007           2006
-------------------------------------------------   -----------    -----------   -----------   -----------
<S>                                                 <C>            <C>           <C>           <C>
Apartment Complexes:

Diamond Street Venture (b)
  Philadelphia, PA                                  $ 1,119,333    $ 1,264,341   $ 2,812,727   $ 2,841,492
Papillion Heights Apartments L.P. (d)
  Papillion, NE                                               0      1,346,855             0     1,137,316
Hill Top Homes Apartments Limited
  Partnership (e)
  Arlington, TX                                               0      5,161,645             0     2,883,887
Brookland Park Plaza Limited Partnership (c)
  Richmond, VA                                                0      2,892,474             0     2,249,935
Compton Townhouses Limited Partnership
  Cincinnati, OH                                        816,377        909,912     1,089,927     1,131,335
                                                    -----------    -----------   -----------   -----------

                                                    $ 1,935,710    $11,575,227   $ 3,902,654   $10,243,965
                                                    ===========    ===========   ===========   ===========
</TABLE>


(a) The  Partnership  holds a 98%  interest in Compton  Townhouses  and a 98.99%
    interest  in  Diamond  Street,  and  held a 98%  interest  in  Hill  Top (as
    defined).

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

                                       23
<PAGE>

                       PATRIOT TAX CREDIT PROPERTIES L.P.
                             (a limited partnership)
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2007


(c) The property  and the related  assets and  liabilities  were sold during the
    year ended March 31, 2007.

(d) The limited  partnership  interest  was sold during the year ended March 31,
    2007.

(e) Hill Top  executed  a  purchase  and sale  agreement  on  February  6, 2007.
    Subsequently, the property was sold on April 27, 2007.

The  Partnership's  Property and related debt from  discontinued  operations  at
March 31 was:
<TABLE>
<CAPTION>
                                                    Net Investment in Property    Mortgage Notes Payable
                                                    --------------------------   -------------------------
                Description (a)                        2007            2006         2007           2006
-------------------------------------------------   -----------    -----------   -----------   -----------
<S>                                                 <C>            <C>           <C>           <C>
Apartment Complex:

Hill Top Homes Apartments Limited Partnership (b)
  Arlington, TX                                     $ 4,976,662    $         0   $ 2,754,913   $         0
                                                    ===========    ===========   ===========   ===========
</TABLE>

(a) The Partnership held a 98% interest in Hill Top.

(b) The  Property  executed a purchase  and sale  agreement on February 6, 2007.
Subsequently, the property was sold on April 27, 2007.


NOTE 5 - Mortgage Notes Payable

Mortgage  notes  from  operations  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>
2007                                       $  1,119,347
2008                                             31,203
2009                                             33,095
2010                                             35,101
2011                                             37,229
Thereafter                                    2,646,679
                                           ------------
                                           $  3,902,654
                                           ============
</TABLE>


Mortgage notes from operations consist of both first mortgages and support loans
(second and third  mortgages).  First  mortgages  amounting to  $1,462,654  bear
interest  at rates 5.83% and 7.35% and have final  maturities  on August 1, 2007
and January 1, 2016.  The support  loans include two loans  totaling  $2,440,000
maturing  on  December  15,  2014 and March 1, 2031,  the latter of which  bears
interest at 1%, and the former being non-interest bearing.

At March 31, 2007 and 2006,  the  estimated  fair values of the  mortgage  notes
payable from  operations were  $1,089,927 and  $7,402,473,  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.

The  mortgage  note from  discontinued  operations  is  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 Partnership is reporting, and thereafter is as follows:
<TABLE>
<CAPTION>

                                              Amount
                                           ------------

<S>                                        <C>
2007                                       $    141,443
2008                                            154,460
2009                                            169,033
2010                                            184,981
2011                                            202,434
Thereafter                                    1,902,862
                                           ------------
                                           $  2,754,193
                                           ============
</TABLE>

                                       24
<PAGE>

                       PATRIOT TAX CREDIT PROPERTIES L.P.
                             (a limited partnership)
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2007


The mortgage note from  discontinued  operations  bears interest at a rate 9.05%
and has final maturities on July 1, 2018.

At March 31,  2007 and 2006,  the  estimated  fair values of the  mortgage  note
payable from discontinued operations were $2,754,913 and $0, respectively.  This
estimate is based upon the present  value of expected  cash flows  discounted at
rates currently available to the Local Partnership for similar loans. Fair value
estimate  is  made at a  specific  point  in  time,  based  on  relevant  market
information,  and is subjective in nature and involve  uncertainties and matters
of  significant  judgment.  Accordingly,  the estimate  presented  herein is not
necessarily  indicative of the amounts that the Local Partnership would pay upon
maturity or disposition of the loan.


NOTE 6 - Related Parties

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

A)  General and Administrative Related Party Expenses

The costs incurred to related  parties from operations for the years ended March
31, 2007, 2006 and 2005 were as follows:
<TABLE>
<CAPTION>
                                                           Years Ended March 31,
                                                     --------------------------------
                                                       2007        2006*       2005*
                                                     --------    --------    --------
<S>                                                  <C>         <C>         <C>
Partnership management fees (a)                      $ 55,167    $153,911    $236,760
Expense reimbursement (b)                             116,348     211,161     134,454
Local administrative fees (d)                           2,500       2,500       5,000
                                                     --------    --------    --------
Total general and administrative - General Partner    174,015     367,572     376,214
                                                     --------    --------    --------
Property management fees incurred to affiliates
   of the subsidiary partnerships' general
   partners (c)                                        35,869      45,304      45,606
                                                     --------    --------    --------
Total general and administrative - related parties   $209,884    $412,876    $421,820
                                                     ========    ========    ========
</TABLE>

* Reclassified for comparative purposes.


The costs incurred to related parties from discontinued operations for the years
ended March 31, 2007, 2006 and 2005 were as follows:
<TABLE>
<CAPTION>
                                                           Years Ended March 31,
                                                     --------------------------------
                                                       2007        2006*       2005*
                                                     --------    --------    --------
<S>                                                  <C>         <C>         <C>
Local administrative fees (d)                        $ 22,083    $ 14,209    $ 15,250
                                                     --------    --------    --------
Total general and administrative - general partner     22,083      14,209      15,250
                                                     --------    --------    --------
Property management fees incurred to affiliates
   of the subsidiary partnerships' general
   partners (c)                                       487,740     270,675     338,850
                                                     --------    --------    --------
Total general and administrative - related parties   $509,823    $284,844    $354,100
                                                     ========    ========    ========
</TABLE>

* Reclassified for comparative purposes

(a) A  Partnership  management  fee for managing the affairs of the  Partnership
equal to 0.375% of invested  assets is payable from  operations  and reserves to
the General Partner and its affiliates.  Partnership management fees owed to the
General Partner amounting to approximately  $466,000 and $1,292,000 were accrued
and unpaid as of March 31,  2007 and 2006,  respectively.  During the year ended
March 31, 2007,  management deemed the unpaid  partnership  management fees that
were related to the sold properties  uncollectible and, as a result,  management
fees in the amount of approximately  $808,000 were  written-off,  resulting in a
non-cash General Partner contribution of the same amount.

(b) The Partnership reimburses the General Partner and its affiliates for actual
Partnership   operating  expenses  incurred  by  the  General  Partner  and  its
affiliates on the  Partnership's  behalf.  The amount of reimbursement  from the
Partnership is limited by the provisions of the Partnership  Agreement.  Another
affiliate of the General Partner  performs asset monitoring for the Partnership.
These   services   include  site  visits  and   evaluations  of  the  subsidiary
partnerships' performance. Expense reimbursements and asset monitoring fees owed
to the General Partner and its affiliates amounting to approximately $34,000 and
$273,000 were accrued and unpaid as of March 31, 2007 and 2006, respectively.

(c) As of  December  31,  2006,  the  properties  owned by  three  of the  Local
Partnerships were managed by a Local General Partner or its affiliates. Property
management  fees  incurred by  subsidiary  partnerships  amounted  to  $545,692,
$338,637  and  $410,854  for the  years  ended  March 31,  2007,  2006 and 2005,
respectively.  Of these fees  $525,524,  $315,979  and  $384,456  were earned by
affiliates of the Local General Partners, (which includes $487,740, $270,675 and
$338,850 relating to discontinued  operations) of which $0, $97,956 and $167,238
were also earned by affiliates of the Partnership.

                                       25
<PAGE>

                       PATRIOT TAX CREDIT PROPERTIES L.P.
                             (a limited partnership)
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2007


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

Substantially all of the existing  liabilities of the Partnership are payable to
the General  Partner and/or its  affiliates.  Though the amounts  payable to the
General Partner and/or its affiliates are contractually  currently payable,  the
Partnership  anticipates that the General Partner and/or its affiliates will not
require the payment of these contractual  obligations until capital reserves are
in excess of the aggregate of then  existing  contractual  obligations  and then
anticipated future foreseeable  obligations of the Partnership.  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.

B)  Interest Related Party Expenses

Interest  expense incurred to related parties from  discontinued  operations for
the years ended March 31, 2007, 2006 and 2005 was as follows:
<TABLE>
<CAPTION>
                                                    Years Ended March 31,
                                              --------------------------------
                                                2007        2006        2005
                                              --------    --------    --------
<S>                                           <C>         <C>         <C>
Hill Top (a)                                  $ 38,612    $ 38,612    $ 38,612
Summer Creek Villas (b)                              0     658,327     811,153
                                              --------    --------    --------

                                              $ 38,612    $696,939    $849,765
                                              ========    ========    ========
</TABLE>

a) In  connection  with  the  construction,  financing  and  development  of the
apartment  complex,  one of  the  Local  General  Partners  of  Hill  Top  Homes
Apartments Limited Partnership ("Hill Top") made a loan with a principal balance
at March 31,  2007 of $426,647  bearing  interest at 9.05%.  The  principal  and
accrued  interests  are due at the  earlier  of the sale or  refinancing  of the
property or December 31,  2007.  Interest  expense  incurred to Hill Top's Local
General  Partners and their  affiliates for the years ended March 31, 2007, 2006
and 2005  are  included  in the  line  item  "Interest-related  parties"  in the
financial  statements.  Hill Top entered into a purchase  and sale  agreement on
February 6, 2007.  Subsequently,  the  property  was sold on April 27, 2007 (see
Notes 12 and 14).

b) On July 14,  2005,  the property and the related  assets and  liabilities  of
Summer Creek Villas Local  Partnership  ("Summer  Creek Villas") were sold to an
unrelated  third party  purchaser  (see Note 11).  The  General  Partner and its
affiliates had made advances to the  Partnership  to make operating  advances to
Summer Creek Villas prior to its sale.  As of March 31, 2007 and March 31, 2006,
total advances outstanding to Summer Creek Villas from the General Partner (and,
in turn, the  Partnership)  were $0 and $1,618,835,  respectively.  The advances
were unsecured,  bearing interest at prime + 2%, and were payable from cash flow
as defined by the local partnership  agreement.  In addition,  the Local General
Partners made a loan to Summer Creek Villas in connection with the construction,
financing and  development of the property in the amount of $3,700,000,  bearing
interest at prime + 2%, with  repayments to be made from available cash flows or
out of available net sale or refinancing  proceeds of Summer Creek Villas. As of
March  31,  2007 and  2006,  the  outstanding  balance  of this  loan was $0 and
$1,519,567,   respectively.   Certain  advances  and  loans  (including  accrued
interest)  made to Summer  Creek  Villas  were repaid  from  available  net sale
proceeds as defined by the limited partnership agreement of Summer Creek Villas.
Interest  expense  recorded by Summer Creek Villas relating to such advances and
loans for the years ended March 31, 2007,  2006 and 2005 is included in the line
item "Interest-related parties" in the financial statements (see Note 13).


NOTE 7 - Local General Partners and Affiliates of Local Partnerships

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.

The  Partnership  had negotiated  operating  deficit  guaranty  agreements  with
certain  Local  General  Partners  and/or their  affiliates by which the general
partners and/or their affiliates of the Local  Partnerships  have agreed to fund
operating  deficits for a specified  period of time.  The terms of the operating
deficit  guaranty  agreements  varied for each Local  Partnership,  with maximum
dollar  amounts to be funded for a  specified  period of time,  generally  three
years,  commencing on the  break-even  date. As of March 31, 2007, all operating
deficit guaranty agreements have expired.

The Local General Partner of Summer Creek Villas was obligated to fund operating
deficits  pursuant to two separate  operating deficit guaranty  agreements.  All
operating  deficit  guaranty  agreements  have either been fully  funded or have
expired.  In prior years the General  Partner had elected to treat all  advances
made under the operating deficit guaranty agreements as non-repayable.

As of March 31, 2007 and 2006,  development  fees of $1,052,447  and  $1,151,510
were payable to various Local General Partners.

                                       26
<PAGE>

                       PATRIOT TAX CREDIT PROPERTIES L.P.
                             (a limited partnership)
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2007


NOTE 8 - Quarterly Financial Information (Unaudited)
<TABLE>
<CAPTION>
                                             First Quarter     Second Quarter    Third Quarter     Fourth Quarter
                                             ---------------   --------------    --------------    --------------

            Fiscal Year 2007
------------------------------------------
<S>                                          <C>               <C>               <C>               <C>
Operations:
Total Revenue                                $      159,360    $      167,540    $      166,515    $      156,791
                                             ==============    ==============    ==============    ==============
Loss from operations                         $     (104,031)   $     (121,714)   $     (147,936)   $      (79,172)
                                             ==============    ==============    ==============    ==============
Loss from operations per BUC$ - limited
  partners                                   $        (2.72)   $        (3.18)   $        (3.86)   $        (2.06)
                                             ==============    ==============    ==============    ==============

Discontinued Operations:
Total Revenue                                $      786,070    $      648,411    $      481,164    $      410,991
                                             ==============    ==============    ==============    ==============
Income (loss) from discontinued
  operations                                 $    2,914,657    $      (89,431)   $       86,444    $      (50,616)
                                             ==============    ==============    ==============    ==============
Income (loss) from discontinued
  operations
  per BUC$ - limited partners                $        76.07    $        (2.33)   $         2.26    $        (1.33)
                                             ==============    ==============    ==============    ==============

Net (loss) income                            $    2,810,626    $     (211,146)   $      (61,492)   $     (129,787)
                                             ==============    ==============    ==============    ==============
Net (loss) income per BUC$                   $        73.36    $        (5.52)   $        (1.60)   $        (3.39)
                                             ==============    ==============    ==============    ==============
<CAPTION>

             Fiscal Year 2006*
------------------------------------------
<S>                                          <C>               <C>               <C>               <C>
Operations:
Total Revenue                                $      144,669    $      163,370    $      143,994    $      165,119
                                             ==============    ==============    ==============    ==============
Loss from operations                         $     (182,693)   $     (151,507)   $     (154,116)   $     (189,048)
                                             ==============    ==============    ==============    ==============
Loss from operations per BUC$ - limited
  partners                                   $        (4.77)   $        (3.95)   $        (4.02)   $        (4.94)
                                             ==============    ==============    ==============    ==============

Discontinued Operations:
Total Revenue                                $    2,462,731    $    2,573,140    $    1,324,952    $    1,386,755
                                             ==============    ==============    ==============    ==============
Loss (income) from discontinued
  operations                                 $     (627,161)   $   10,218,295**  $     (198,605)   $      609,203
                                             ==============    ==============    ==============    ==============
Loss (income) from discontinued
  operations per BUC$ - limited partners     $       (16.37)   $       266.68    $        (5.18)   $        15.90
                                             ==============    ==============    ==============    ==============

Net loss (income)                            $     (809,854)   $   10,066,787    $     (352,721)   $      420,156
                                             ==============    ==============    ==============    ==============
Net loss (income) per BUC$                   $       (21.14)   $       262.73    $        (9.20)   $        10.96
                                             ==============    ==============    ==============    ==============
</TABLE>


*    Reclassified for comparative purposes.
**   The second  quarter  income  from  discontinued  operations  and net income
     previously  reported on the 10-Q have been  adjusted to reflect a change in
     estimate  of  forgiveness  of debt  associated  with the  sale of  property
     totaling  approximately $3.6 million which had been reflected as a non-cash
     contribution by the general partner


NOTE 9 - 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 2006, the account balances exceeded the FDIC limit.


NOTE 10 - Commitments and Contingencies

Subsidiary Partnership - Other

Summer Creek Villas Local Partnership
-------------------------------------
On July 14, 2005, the Property and the related assets and  liabilities of Summer
Creek Villas were sold to an unrelated  third party purchaser (see Note 11). The
buyer  absorbed  any and all costs to the Property  caused by recent  hurricanes
(see  below)  that had been  unrepaired  at  closing.  At the date of sale,  the
insurance claim with respect to the hurricane damage was in the resolution stage
with the insurance company;  all insurance proceeds will be paid to Summer Creek
Villas,  rather than the buyer, with no further potential  liability on the part
of Summer Creek Villas.

For several years prior to its sale,  Summer Creek Villas had experienced  lower
than expected economic occupancy levels, which resulted in recurring losses from
operations and adversely affected the liquidity of Summer Creek Villas.  Despite

                                       27
<PAGE>

                       PATRIOT TAX CREDIT PROPERTIES L.P.
                             (a limited partnership)
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2007


an increase in rent levels during 2004 and 2003, Summer Creek Villas' operations
were  impeded  by its  inability  to  raise  rents  sufficiently  to pay for its
operating and debt costs. Summer Creek Villas was unable to obtain maximum rents
as potential  residents  were  restricted  based on county median income levels,
which limit the maximum  income that a  prospective  resident  can earn.  Summer
Creek Villas had been  obligated,  since 1996, to repay  significant  amounts of
principal on its mortgage.

Effective  January 1, 1999, Summer Creek Villas entered into a funding agreement
with Palm Beach Investor,  L.P. (Summer Creek Villas' "Class C limited partner")
which  provided  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.  On  September 9, 2002,  Summer  Creek  Villas  entered into a second
funding  agreement with the Class C limited  partner which provided for a second
series of loans to Summer Creek Villas in each of the years 2002, 2003 and 2004,
in  amounts  not to  exceed  $1,500,000  in the  aggregate.  Although  no formal
agreements  were  reached  with the other  partners,  additional  loans from the
Partnership  (which is the Class A limited  partner) were obtained in accordance
with the loans to be provided  under the funding  agreement.  Loans made through
July 14, 2005 to fund operating deficits totaled  $14,493,656 and were comprised
of $10,993,656 from the Partnership  (which was eliminated in consolidation) and
$3,700,000  from the  Class C  limited  partner,  which  included  an  emergency
hurricane repair advance of $200,000.

Brookland Park Plaza Limited Partnership ("Brookland")
------------------------------------------------------
In November  2006, a former  general  partner of  Brookland  commenced a lawsuit
against Brookland,  Centerline and an officer of Centerline in the Circuit Court
of the City of Richmond, Virginia alleging that Brookland breached an obligation
to pay a fee to the former  general  partner to  compensate  him for finding the
buyer who purchased  the apartment  complex.  The  complaint  alleges  breach of
contract and quantum meruit claims against  Brookland for $98,000 for failure to
pay the fee allegedly  owed to the former  general  partner.  The complaint also
alleges a defamation  claim  against the other  defendants  seeking  $600,000 in
damages.  The parties  have  reached an  agreement  in  principal to settle this
litigation  in the amount of $75,000  which will be paid by  Centerline  and its
insurer, and management anticipates that the lawsuit will be withdrawn.


NOTE 11 - Sale of Properties/Local Partnership Interests

The Partnership is currently in the process of disposing of its investments.  It
is  anticipated  that this process will take a number of years.  As of March 31,
2007, the  Partnership  sold the Property and the related assets and liabilities
of four Local  Partnerships  and the limited  partnership  interest in one Local
Partnership.  In  addition,  one Local  Partnership  entered into a purchase and
sales  agreement  to sell its  property  and  related  assets  and  liabilities.
Subsequently, on April 27, 2007, the property and related assets and liabilities
of one  Local  Partnership  were  sold  (see  Notes 12 and 14).  There can be no
assurance  as to  when  the  Partnership  will  dispose  of  its  two  remaining
investments or the amount of proceeds which may be received.  However,  based on
the  historical  operating  results of the Local  Partnerships  and the  current
economic  conditions,  including  changes in tax laws,  it is unlikely  that the
proceeds  from such sales  received by the  Partnership  will be  sufficient  to
return to the limited partners their original investment.

On  November  14,  2006,  the  Partnership's  limited  partnership  interest  in
Papillion Heights  Apartment,  L.P.  ("Papillion") was sold to the Local General
Partner for a sales  price of  $25,000.  The  Partnership  received  proceeds of
$25,000. Because Papillion was sold to a related party of the Local Partnership,
the sale resulted in a non-cash  contribution to the Local  Partnership from the
Local General Partner of approximately $205,000. Such contribution flows through
minority  interest  as a result of the  write-off  of the  deficit  basis in the
property of approximately  $180,000 and $25,000 from the sale. The sale resulted
in the liquidation of Papillion.

On October  31,  2006,  the  property  and  related  assets and  liabilities  of
Brookland were sold to an unrelated  third party  purchaser for a sales price of
$2,800,000.  The Partnership  received $467,577 as a distribution from this sale
after the  repayment  of  mortgages,  other  liabilities  and  closing  costs of
approximately $2,332,000. The sale resulted in a loss of approximately $134,000,
resulting from the write-off of the deficit basis in the property at the date of
the sale. The sale resulted in the liquidation of Brookland.

On March 28, 2006, the property and the related assets and liabilities of Cutler
Canal II Associates,  Ltd.  ("Cutler Canal II") were sold to an affiliate of the
Local General Partner for a sales price of $9,000,000.  The Partnership received
$1,800,000  as a  distribution  from this sale after the repayment of mortgages,
other  liabilities,  closing costs and  distributions  to minority  interests of
approximately $7,200,000. The Partnership received an additional distribution of
$365,356 relating to the forgiveness of the Florida Housing Finance  Corporation
promissory note, which was contingent at March 31, 2006. Because Cutler Canal II
was sold to a related  party of the Local  Partnership,  the sale  resulted in a
non-cash contribution to the Local Partnership from the Local General Partner of
approximately  $1,948,000,  which was recognized during the year ended March 31,
2006.  Adjustments to the non-cash  contribution of approximately  $756,000 were
recognized  during  the year  ended  March 31,  2007,  resulting  in an  overall
non-cash  contribution of  approximately  $2,704,000.  Such  contributions  flow
through  minority  interest as a result of the write-off of the deficit basis in
the property of approximately  $2,704,000.  The sale resulted in the liquidation
of Cutler Canal II.

On January 18, 2006, the property and the related assets and  liabilities of RMB
Limited Partnership ("Hubbard's Ridge") were sold to an unaffiliated third party
purchaser for a sales price of $4,950,000. The Partnership received $73,948 as a
distribution from this sale after the repayment of mortgages,  other liabilities
and closing costs of  approximately  $4,876,000.  The sale resulted in a gain of
approximately  $2,101,000  resulting  from the write-off of the deficit basis in
the property at the date of the sale, which was recognized during the year ended
March 31, 2006. An additional loss of  approximately  $6,000  resulting from the
write-off of  additional  basis in the property was  recognized  during the year
ended March 31, 2007, resulting in an overall gain of approximately  $2,095,000.
The sale resulted in the liquidation of Hubbard's Ridge.

On July 14, 2005, the property and the related assets and  liabilities of Summer
Creek Villas were sold to an unrelated  third party  purchaser for a sales price
of  $45,500,000.  The entire sales price was used to repay the  mortgage,  other

                                       28
<PAGE>

                       PATRIOT TAX CREDIT PROPERTIES L.P.
                             (a limited partnership)
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2007


liabilities,  closing costs and certain advances  (including  accrued  interest)
made to Summer  Creek  Villas by the  General  Partner  and its  affiliates,  as
required by the limited  partnership  agreement of Summer Creek Villas. The sale
resulted in a gain of approximately  $12,784,000 resulting from the write-off of
the  deficit  basis in the  property  at the  date of the  sale  and a  non-cash
contribution  by the Local General Partner due to the write-off of related party
debt of  approximately  $3,719,000  and a non-cash  contribution  by the General
Partner of  $3,601,000  which were  recognized  during the year ended  March 31,
2006.  During  the year  ended  March 31,  2007,  an  adjustment  to the gain of
approximately $2,643,000 was recognized which included the forgiveness of due to
the Local General  Partner and affiliates of Local  Partnerships  and due to the
General  Partner and its  affiliates of  approximately  $1,088,000 and $386,000,
respectively.  Such  adjustments  resulted in an overall  gain of  approximately
$15,427,000.


NOTE 12 - Asset Held for Sale

On February 6, 2007, Hill Top entered into a purchase and sale agreement to sell
its property and the related  assets and  liabilities to an  unaffiliated  third
party  purchaser for a sales price of $6,125,000.  Hill Top was being held as an
asset held for sale as of March 31, 2007. As of December 31, 2006,  Hill Top had
property  and  equipment,  at cost,  of  approximately  $8,105,000,  accumulated
depreciation  of  approximately  $3,128,000  and mortgage debt of  approximately
$2,755,000. Subsequently, on April 27, 2007, the property and related assets and
liabilities of Hill Top were sold (see Note 14).


NOTE 13 - Discontinued Operations

The following table summarizes the financial  position of the Local  Partnership
that is classified  as  discontinued  operations  because the  respective  Local
Partnership  was  classified as an asset held for sale. For the year ended March
31, 2007, Hill Top was classified as discontinued operations on the consolidated
balance sheet.

Consolidated Balance Sheet of Discontinued Operations:
<TABLE>
<CAPTION>
                                                       March 31,      March 31,
                                                         2007           2006
                                                     -----------    -----------
<S>                                                  <C>            <C>
Assets
  Investment in property:
    Land                                             $   553,841    $         0
    Building and improvements                          7,550,819              0
    Accumulated depreciation                          (3,127,998)            (0)
                                                     -----------    -----------
    Net investment in property                         4,976,662              0
                                                     -----------    -----------

  Cash and cash equivalents held in escrow                53,757              0
  Deferred financing costs, net of accumulated
    amortization of $140,073 and $0, respectively        113,041              0
  Other assets                                            39,793              0
                                                     -----------    -----------
Total assets                                         $ 5,183,253    $         0
                                                     ===========    ===========

Liabilities
  Mortgage notes payable                             $ 2,754,913    $         0
  Accrued interest payable                                85,686              0
  Other accrued expenses and liabilities                 206,798              0
                                                     -----------    -----------
Total liabilities                                    $ 3,047,397    $         0
                                                     ===========    ===========
</TABLE>


The  following  table   summarizes  the  results  of  operations  of  the  Local
Partnerships that are classified as discontinued operations.  For the year ended
March 31,  2007,  Hill  Top,  which was  classified  as an asset  held for sale,
Brookland and Papillion which were sold during the year and Summer Creek Villas,
Hubbard's  Ridge and Cutler  Canal II, which were sold in the year end March 31,
2006 but had activity during 2007 were all classified as discontinued operations
on the Consolidated Statements of Operations. For the year ended March 31, 2006,
Summer Creek Villas,  Hubbard's Ridge and Cutler Canal II which were sold during
the year and Brookland,  Papillion and Hill Top, in order to present  comparable
results to the year ended March 31,  2007 were all  classified  as  discontinued
operations  on the  consolidated  statements of  operations.  For the year ended
March 31, 2005, in order to present  comparable  results to the year ended March
31, 2007,  Summer Creek Villas,  Hubbard's  Ridge,  Cutler Canal II,  Brookland,
Papillion  and  Hill Top  were  classified  as  discontinued  operations  on the
consolidated statements of operations.

                                       29
<PAGE>

                       PATRIOT TAX CREDIT PROPERTIES L.P.
                             (a limited partnership)
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2007


Consolidated Statements of Discontinued Operations:
<TABLE>
<CAPTION>
                                                                  Years Ended March 31,
                                                        --------------------------------------------
                                                             2007            2006*          2005*
                                                        ------------    ------------    ------------
<S>                                                     <C>             <C>             <C>
Revenues

Rental income                                           $  2,076,496    $  7,317,285    $  9,532,520
Other                                                        249,622         427,409         783,400
Interest                                                         518           2,884           6,806
                                                        ------------    ------------    ------------
Total revenue                                              2,326,636       7,747,578      10,322,726
                                                        ------------    ------------    ------------

Expenses

Interest                                                     611,082       2,607,786       3,853,877
Interest-related parties (Note 6)                             38,612         696,939         849,765
Depreciation and amortization                                317,742       1,650,497       2,178,048
Operating and other                                          307,612         747,591         931,396
Taxes and insurance                                          391,810       1,150,950       1,449,715
Repairs and maintenance                                      379,853       1,560,118       2,538,683
General and administrative                                   455,917       1,744,232       2,724,753
General and administrative - related parties (Note 6)        509,823         284,884         354,100
                                                        ------------    ------------    ------------

Total expenses                                             3,012,451      10,442,997      14,880,337
                                                        ------------    ------------    ------------

(Loss) income before minority interest and gain on
  sale of property                                          (685,815)     (2,695,419)     (4,557,611)
Gain on sale of property                                   2,429,104      14,824,690               0
Minority interest in income (loss) of subsidiaries
  from discontinued operations                             1,117,765      (2,127,539)      1,095,315
                                                        ------------    ------------    ------------
Total income (loss) from discontinued operations        $  2,861,054    $ 10,001,732    $ (3,462,296)
                                                        ============    ============    ============

Income (loss) - limited partners from discontinued
  operations                                            $  2,846,749    $  9,951,723    $ (3,444,984)
                                                        ============    ============    ============

Number of BUC$ units outstanding                              38,125          38,125          38,125
                                                        ============    ============    ============

Income (loss) discontinued operations per BUC$          $      74.67    $     261.03    $     (90.36)
                                                        ============    ============    ============
<CAPTION>

Cash flows from Discontinued Operations:

                                                                  Years Ended March 31,
                                                        --------------------------------------------
                                                             2007            2006           2005
                                                        ------------    ------------    ------------
<S>                                                     <C>             <C>             <C>
Net cash provided by (used in) operating activities     $  3,405,442    $(11,564,712)   $    403,738

Net cash provided by(used in) investing activities      $  2,508,870    $(57,990,310)   $ (4,118,279)

Net cash (used in) provided by financing activities     $ (5,483,945)   $(31,866,786)   $  2,411,425
</TABLE>


NOTE 14 - Subsequent Event

On April 27, 2007, the property and the related  assets and  liabilities of Hill
Top were sold to an  unaffiliated  third  party  purchaser  for a sales price of
$6,125,000.  The Partnership  received $603,430 as a distribution from this sale
after  the  repayment  of  mortgages,  other  liabilities,   closing  costs  and
distributions  to  minority  interests  of  approximately  $5,522,000.  The sale
resulted in a gain of approximately $730,000 resulting from the write-off of the
basis in the property,  which will be recognized on the Partnership's  Quarterly
Report on Form 10-Q for the quarter  ended June 30, 2007.  The sale  resulted in
the liquidation of Hill Top.

                                       30
<PAGE>


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

None

Item 9A.  Controls and Procedures

(a)  EVALUATION  OF  DISCLOSURE  CONTROLS AND  PROCEDURES.  The Chief  Executive
Officer and Chief  Financial  Officer of RCC  Partners 96,  L.L.C.,  the General
Partner of the Registrant,  have evaluated the effectiveness of the Registrant's
disclosure  controls and procedures (as such term is defined in Rules  13a-15(e)
and 15d-15(e) under the Securities  Exchange Act of 1934, as amended  ("Exchange
Act")  as of the  end of the  period  covered  by  this  report.  Based  on such
evaluation, such officers have concluded that, as of the end of such period, the
Registrant's disclosure controls and procedures are effective.

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

Item 9B.  Other Information

None.

                                       31
<PAGE>

                                    PART III


Item 10.  Directors, Executive Officers and Corporate Governance

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
Partnership  has not adopted a separate code of ethics  because the  Partnership
has no directors or executive officers. The general partner of the Registrant is
RCC Partners 96 L.L.C. (the "General Partner").  However, the ultimate parent of
the General Partner,  Centerline Holding Company  ("Centerline") (which had been
known as  CharterMac  until  April  2007),  has  adopted a code of  ethics  (see
http://www.centerline.com).

On March 15, 2007,  Centerline  announced  the  retirement  of Alan P. Hirmes as
Chief Financial  Officer of Centerline.  Upon his  retirement,  he also resigned
from his  position  as Member,  President,  Chief  Executive  Officer  and Chief
Financial Officer of the General Partner. Centerline has named Robert L. Levy as
Chief Financial Officer and Andrew J. Weil as Chief Executive Officer to replace
Mr. Hirmes.

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

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

Robert L. Levy                             Chief Financial Officer

Andrew J. Weil                             President and Chief Executive Officer

Marc Schnitzer                             Executive Vice President and
                                           Chief Operating Officer

Glenn F. Hopps                             Treasurer


ROBERT L. LEVY, 41, is the Chief  Financial  Officer of Centerline.  Mr. Levy is
also the  Chief  Financial  Officer  of  American  Mortgage  Acceptance  Company
("AMAC"), a publicly traded real estate investment trust managed by an affiliate
of  Centerline.  Mr. Levy is responsible  for overseeing the Corporate  Finance,
Capital Markets,  Accounting,  Budgeting, Tax and Treasury departments. Mr. Levy
joined  Centerline's  predecessor in November of 2001 as the Director of Capital
Markets.  From 1998  through  2001,  Mr. Levy was a Vice  President  in the Real
Estate Equity Research and Investment Banking Departments at Robertson Stephens,
an  investment  banking  firm in San  Francisco.  Prior  to 1998,  Mr.  Levy was
employed by Prudential  Securities in the Real Estate Equity  Research Group and
at Prudential  Realty Group,  the real estate  investment  arm of the Prudential
Insurance Company.  He received his Masters in Business  Administration from the
Leonard N. Stern School of Business at New York  University  and his Bachelor of
Arts from Northwestern University.

ANDREW J. WEIL, 36, is an Executive Managing Director of Centerline,  and is the
Head of the Affordable Housing Group. Mr. Weil is responsible for overseeing the
day to day operations of the Affordable Housing Group, including the acquisition
of  properties  with  Low-Income  Housing Tax Credits  and the  origination  and
structuring of institutional funds. Prior to joining Centerline's predecessor in
January  1994,  Mr.  Weil was a Financial  Analyst  for the  Heights  Management
Company,  where he  specialized  in the  analysis of potential  investments  and
property management. Mr. Weil received a Bachelor of Science degree in Economics
with a  concentration  in Finance form the Wharton  School of the  University of
Pennsylvania.

MARC D. SCHNITZER,  46, is responsible both for financial restructurings of real
estate  properties  and  directing   Centerline's   acquisitions  of  properties
generating  Housing Tax Credits.  Mr.  Schnitzer  received a Masters of Business
Administration  from The Wharton  School of the  University of  Pennsylvania  in
December 1987 before  joining  Centerline in January 1988.  From 1983 to January
1986, he was a financial  analyst for the First Boston  Corporation in New York.
Mr.  Schnitzer  graduated summa cum laude with a Bachelor of Science in Business
Administration  from the School of Management at Boston  University in May 1983.
In March 2006, Mr. Schnitzer was appointed Chief Executive Officer and President
of Centerline.  Mr. Schnitzer also serves on the Board of Trustees of Centerline
and AMAC.

GLENN F. HOPPS, 44, joined Centerline 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.

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 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.

                                       32
<PAGE>

Tabular information concerning salaries, bonuses and other types of compensation
payable to executive  officers has not been included in this annual  report.  As
noted  above,  the  Registrant  has  no  executive   officers.   The  levels  of
compensation  payable to the General Partners and/or their affiliates is limited
by the terms of the Partnership  Agreement and may not be increased therefrom on
a discretionary basis.

Item 12.  Security  Ownership of Certain  Beneficial  Owners and  Management and
Related Limited Partner Matters

As of June 2, 2007, the General Partner is 100% owned by Centerline Manager LLC,
which is wholly owned by Centerline.

As of June 2, 2007, no director or executive officer of the General Partner owns
directly or beneficially any of the BUC$ issued by the Registrant.

As of June 2, 2007, 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.

Item 14.  Principal Accounting Fees and Services

Audit Fees
----------
The  aggregate   fees  billed  by  Reznick   Group,   P.C.  and  its  affiliates
(collectively,  "Reznick") for professional  services  rendered for the audit of
the Registrant's  annual  financial  statements for the years ended December 31,
2006 and 2005 and for the reviews of the  financial  statements  included in the
Registrant's  Quarterly  Reports on Form 10-Q for those  years were  $44,000 and
$47,000, respectively.

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

Tax Fees
--------
The  aggregate  fees billed by Weiser LLP and its  affiliates  for  professional
services rendered for the preparation of the Registrant's annual tax returns for
the years ended December 31, 2006 and 2005 were $25,000 and $27,000.

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

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

                                       33
<PAGE>

                                     PART IV

Item 15.  Exhibits, Financial Statement Schedules
                                                                      Sequential
                                                                         Page
                                                                      ----------

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

          Report of Independent Registered Public Accounting Firm         13

          Consolidated Balance Sheets at March 31, 2007 and 2006          17

          Consolidated Statements of Income for the Years Ended
          March 31, 2007, 2006 and 2005                                   18

          Consolidated Statements of Changes in Partners' Capital
          (Deficit) for the Years Ended March 31, 2007, 2006 and
          2005                                                            19

          Consolidated Statements of Cash Flows for the Years Ended
          March 31, 2007, 2006 and 2005                                   20

          Notes to Consolidated Financial Statements                      21

(a) 2.    Financial Statement Schedules and Report of Independent
          -------------------------------------------------------
          Registered Public Accounting Firm on Schedules
          ----------------------------------------------

          Schedule III - Real Estate and Accumulated Depreciation         40

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

(a) 3.    Exhibits
          --------

(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**

(21)      Subsidiaries of the Registrant - the Local Partnerships
          set forth in Item 2 may be considered subsidiaries of
          the Registrant                                                  34

(31.1)    Certification Pursuant to Rule 13a-14(a) or Rule 15d-14(a)      37

(31.2)    Certification Pursuant to Rule 13a-14(a) or Rule 15d-14(a)      38

(32.1)    Certification Pursuant to Rule 13a-14(b) or Rule 15d-14(b)
          and Section 1350 of Title 18 of the United States Code
          (18 U.S.C. 1350)                                                39

(99.1)    Balance Sheet and Report of Independent Registered
          Public  Accounting  Firm,  RCC Partners 96, LLC,
          March 31, 2007                                                  42

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

          Diamond Street Venture                                          PA
          Hill Top Homes Apartments Limited Partnership                   TX
          Compton Townhouses Limited Partnership                          OH

                                       34
<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 22, 2007                  By:  /s/ Robert L. Levy
      -------------                       ------------------
                                          Robert L. Levy
                                          Chief Financial Officer




Date: June 22, 2007                  By:  /s/ Andrew J. Weil
      -------------                       ------------------
                                          Andrew J. Weil
                                          President and Chief Executive Officer


                                       35
<PAGE>


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



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

/s/ Robert L. Levy
------------------   Chief Financial Officer of                  June 22, 2007
Robert L. Levy       RCC Partners 96, L.L.C.                     -------------



/s/ Andrew J. Weil
------------------   President and Chief Executive Officer of    June 22, 2007
Andrew J. Weil       RCC Partners 96, L.L.C.                     -------------




/s/ Glenn F. Hopps
------------------    Treasurer (Principal Accounting Officer)   June 22, 2007
Glenn F. Hopps        of RCC Partners 96, L.L.C.                 -------------



                                       36
<PAGE>

                                                                    Exhibit 31.1



                         CERTIFICATION PURSUANT TO RULE
                           13a-14(a) OR RULE 15d-14(a)


I, Robert L. Levy, hereby certify that:

     1.  I have  reviewed  this report on Form 10-K for the period  ending March
         31, 2007 of the registrant;

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

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

     4.  The  registrant's  other  certifying  officer and I are responsible for
         establishing  and  maintaining  disclosure  controls and procedures (as
         defined in Exchange Act Rules  13a-15(e)  and  15d-15(e))  and internal
         control  over  financial  reporting  (as defined in Exchange  Act Rules
         13a-15(f) and 15d-15(f)) for the registrant and have:

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

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

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

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

     5.  The registrant's other certifying  officer and I have disclosed,  based
         on our most  recent  evaluation  of  internal  control  over  financial
         reporting,  to the registrant's  auditors and to the audit committee of
         the  registrant's   board  of  directors  (or  persons  performing  the
         equivalent functions):

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

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



         Date: June 22, 2007                        By:  /s/ Robert L. Levy
               -------------                             ------------------
                                                         Robert L. Levy
                                                         Chief Financial Officer


                                       37
<PAGE>

                                                                    Exhibit 31.2



                         CERTIFICATION PURSUANT TO RULE
                           13a-14(a) OR RULE 15d-14(a)


I, Andrew J. Weil, hereby certify that:

     1.  I have  reviewed  this report on Form 10-K for the period  ending March
         31, 2007 of the registrant;

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

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

     4.  The  registrant's  other  certifying  officer and I are responsible for
         establishing  and  maintaining  disclosure  controls and procedures (as
         defined in Exchange Act Rules  13a-15(e)  and  15d-15(e))  and internal
         control  over  financial  reporting  (as defined in Exchange  Act Rules
         13a-15(f) and 15d-15(f)) for the registrant and have:

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

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

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

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

     5.  The registrant's other certifying  officer and I have disclosed,  based
         on our most  recent  evaluation  of  internal  control  over  financial
         reporting,  to the registrant's  auditors and to the audit committee of
         the  registrant's   board  of  directors  (or  persons  performing  the
         equivalent functions):

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

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



         Date: June 22, 2007                        By:  /s/ Andrew J. Weil
               -------------                             ------------------
                                                         Andrew J. Weil
                                                         Chief Executive Officer


                                       38
<PAGE>

                                                                    Exhibit 32.1



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


In  connection  with the Annual  Report of Patriot  Tax Credit Plus L.P. on Form
10-K for the  period  ended  March 31,  2007 as filed  with the  Securities  and
Exchange  Commission  ("SEC') on the date  hereof (the  "Report"),  I, Robert L.
Levy,  and I, Andrew J. Weil,  certify,  pursuant to 18 U.S.C.  Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:


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


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


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



By:  /s/ Robert L. Levy                             By:  /s/ Andrew J. Weil
     ------------------                                  ------------------
     Robert L. Levy                                      Andrew J. Weil
     Chief Financial Officer                             Chief Executive Officer
     June 22, 2007                                       June 22, 2007


                                       39
<PAGE>

                       PATRIOT TAX CREDIT PROPERTIES L.P.
                             (a limited partnership)
                                AND SUBSIDIARIES
             SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
                                 MARCH 31, 2007
<TABLE>
<CAPTION>
                                                                                                   Cost Capitalized
                                                             Initial Cost to Partnership     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)(8)
   Garland, TX                              $          0    $    107,237    $     965,136    $  (1,257,553)   $      185,180
Cutler Canal II Associates, Ltd. (2)(8)
   Miami, FL                                           0         807,071        1,388,350       (2,263,149)           67,728
Diamond Street Venture (3)
   Philadelphia, PA                            2,812,727           9,729          234,465        2,338,639           273,218
Papillion Heights Apartments L.P. (1)(9)
   Papillion, NE                                       0          63,329        1,816,598       (1,946,479)           66,552
Hill Top Homes Apartments L.P. (1)(11)
   Arlington, TX                               2,754,913         553,841        3,690,150        3,544,302           316,368
Palm Beach Apartments Ltd, (1)(8)
   (Summer Creek Villas)
   West Palm Beach, FL                                 0       2,396,876       10,578,563      (14,852,234)        1,876,795
Brookland Park Plaza L.P. (1)(10)
   Richmond, VA                                        0          50,000          109,850         (536,015)          376,165
Compton Townhouses L.P. (1)
   Cincinnati, OH                              1,089,927          17,550          476,708        1,924,498            28,203
Less: Discontinued operations                 (2,754,913)     (3,978,354)     (18,548,647)      17,311,129        (2,888,788)
                                            ------------    ------------    -------------    -------------    --------------

                                            $  3,902,654    $     27,279    $     711,173    $   4,263,138    $      301,421
                                            ============    ============    =============    =============    ==============
<CAPTION>

                                                            Gross Amounts
                                               at which Carried at Close of Period (5)
                                            ---------------------------------------------

                                                            Buildings and                    Accumulated
         Description (4)(6)                    Land         Improvements        Total        Depreciation
----------------------------------------    ------------    -------------    ------------    ------------
<S>                                         <C>             <C>              <C>             <C>
Apartment Complexes:

RMB Limited Partnership
   (Hubbard's Ridge) (1)(8)
   Garland, TX                               $         0    $           0    $          0    $          0
Cutler Canal II Associates, Ltd. (2)(8)
   Miami, FL                                           0                0               0               0
Diamond Street Venture (3)
   Philadelphia, PA                                9,729        2,846,322       2,856,051       1,736,719
Papillion Heights Apartments L.P. (1)(9)
   Papillion, NE                                       0                0               0               0
Hill Top Homes Apartments L.P. (1)(11)
   Arlington, TX                                 553,841        7,550,820       8,104,661       3,127,998
Palm Beach Apartments Ltd, (1)(8)
   (Summer Creek Villas)
   West Palm Beach, FL                                 0                0               0               0
Brookland Park Plaza L.P. (1)(10)
   Richmond, VA                                        0                0               0               0
Compton Townhouses L.P. (1)
   Cincinnati, OH                                 17,550        2,429,409       2,446,959       1,630,582
Less: Discontinued operations                   (553,841)      (7,550,819)     (8,104,660)     (3,127,998)
                                            ------------    -------------    ------------    ------------

                                            $     27,279    $   5,275,732    $  5,303,011    $  3,367,301
                                            ============    =============    ============    ============
<CAPTION>

                                                                                Life on which
                                                                               Depreciation in
                                                  Date                          Latest Income
                                               Construction       Date         Statements are
         Description (4)(6)                     Completed       Acquired          Computed
----------------------------------------       ------------    ------------    ---------------
<S>                                            <C>             <C>             <C>
Apartment Complexes:

RMB Limited Partnership
   (Hubbard's Ridge) (1)(8)
   Garland, TX                                         5/90           12/89                 30
Cutler Canal II Associates, Ltd. (2)(8)
   Miami, FL                                           1/91            1/90                 40
Diamond Street Venture (3)
   Philadelphia, PA                                   12/90            1/90                 40
Papillion Heights Apartments L.P. (1)(9)
   Papillion, NE                                      12/90            4/90                 40
Hill Top Homes Apartments L.P. (1)(11)
   Arlington, TX                                      12/90            6/90                 40
Palm Beach Apartments Ltd, (1)(8)
   (Summer Creek Villas)
   West Palm Beach, FL                                 8/91            6/90                 40
Brookland Park Plaza L.P. (1)(10)
   Richmond, VA                                       12/90            7/90               27.5
Compton Townhouses L.P. (1)
   Cincinnati, OH                                      6/92            1/92                 40
</TABLE>

(1)  First mortgage
(2)  Includes first and second mortgages
(3)  Includes first, second and third mortgages
(4)  At March 31, 2007, the  Partnership  holds a 98% interest in Hill Top Homes
     and Compton Townhouses and a 98.99% interest in Diamond Street.
(5)  The cost basis of Land and Buildings and  Improvements  for federal  income
     tax purposes as of December 31, 2002 is $80,614,671.
(6)  The Partnership 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.
(8)  The property and the related  assets and  liabilities  were sold during the
     fiscal year ended March 31, 2006.
(9)  The  limited  partnership  interest  was sold  during the fiscal year ended
     March 31, 2007.
(10) The property and related assets and liabilities were sold during the fiscal
     year ended March 31, 2007.
(11) The property  executed a purchase  and sale  agreement on February 6, 2007.
     Subsequently,  on April 27,  2007,  the  property  and  related  assets and
     liabilities of one Local Partnership were sold.

                                       40
<PAGE>

                       PATRIOT TAX CREDIT PROPERTIES L.P.
                             (a limited partnership)
                                AND SUBSIDIARIES
             SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
                                 MARCH 31, 2007
                                   (continued)
<TABLE>
<CAPTION>
                                                   Cost of Property and Equipment                   Accumulated Depreciation
                                           -------------------------------------------  ------------------------------------------

                                                                             Years Ended March 31,
                                           ---------------------------------------------------------------------------------------

        Note A - Reconciliation                2007           2006            2005          2007           2006           2005
----------------------------------------   ------------   ------------    ------------  ------------   ------------   ------------
<S>                                        <C>            <C>             <C>           <C>            <C>            <C>
Balance at beginning of year               $ 22,154,254   $ 79,820,046    $ 79,804,215  $ 10,579,027   $ 30,492,001   $ 28,372,375
Additions during year:
Improvements                                     25,012         18,162          15,831
Discontinued operations and dispositions    (16,876,255)   (57,683,954)              0    (7,680,839)   (21,608,740)             0
                                           ------------   ------------    ------------
Depreciation expense (1)                                                                     469,113      1,695,766      2,119,626
                                                                                        ------------   ------------   ------------

Balance at close of year                   $  5,303,011   $ 22,154,254    $ 79,820,046  $  3,367,301   $ 10,579,027   $ 30,492,001
                                           ============   ============    ============  ============   ============   ============
</TABLE>


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



                                       41
<PAGE>


                                                                    Exhibit 99.1

















                                BALANCE SHEET AND
             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

                             RCC PARTNERS 96, L.L.C.

                                 MARCH 31, 2007


                                       42
<PAGE>


                             RCC Partners 96, L.L.C.


                                TABLE OF CONTENTS




                                                                            PAGE
                                                                            ----
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                      44


FINANCIAL STATEMENTS


    BALANCE SHEET                                                            45


    NOTES TO BALANCE SHEET                                                   46

                                       43
<PAGE>


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Members of
RCC Partners 96, L.L.C.

We have audited the accompanying  balance sheet of RCC Partners 96, L.L.C. as of
March 31,  2007.  This  balance  sheet is the  responsibility  of the  Company's
management.  Our  responsibility  is to express an opinion on this balance sheet
based on our audit.

We conducted  our audit in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain  reasonable  assurance about whether the balance
sheet is free of material  misstatement.  The Company has determined  that it is
not required to have,  nor were we engaged to perform,  an audit of its internal
control over financial reporting.  Our audit included  consideration of internal
control over financial  reporting as a basis for designing audit procedures that
are appropriate in the  circumstances,  but not for the purpose of expressing an
opinion on the  effectiveness  of the Company's  internal control over financial
reporting. Accordingly, we express no such opinion. An audit includes examining,
on a test basis,  evidence supporting the amounts and disclosures in the balance
sheet.  An audit also includes  assessing  the  accounting  principles  used and
significant  estimates  made by  management,  as well as evaluating  the overall
balance  sheet  presentation.  We believe  that our audit  provides a reasonable
basis for our opinion.

In our opinion,  the balance sheet  referred to above  presents  fairly,  in all
material respects, the financial position of RCC Partners 96, L.L.C. as of March
31, 2007, in conformity with  accounting  principles  generally  accepted in the
United States of America.


/s/ Reznick Group, P.C.
Bethesda, Maryland
June 21, 2007

                                       44
<PAGE>

                             RCC Partners 96, L.L.C.

                                  BALANCE SHEET

                                 March 31, 2007
<TABLE>
<CAPTION>

                                     ASSETS



<S>                                                                  <C>
Due from limited partnership                                         $   479,019
                                                                     -----------

                                                                     $   479,019
                                                                     ===========

                         LIABILITIES AND MEMBERS' EQUITY



Due to affiliate                                                     $   479,019
Members' equity                                                                0
                                                                     -----------

                                                                     $   479,019
                                                                     ===========
</TABLE>


        The accompanying notes are an integral part of this balance sheet

                                       45
<PAGE>


                             RCC Partners 96, L.L.C.

                             NOTES TO BALANCE SHEET

                                 March 31, 2007


NOTE A -   ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Centerline  Partners 96,  L.L.C.  (the  "Company")  (which had been known as RCC
Partners 96, L.L.C.  until April 2007) was organized under the laws of the State
of  Delaware  as of July 23,  1996,  to act as the  general  partner  of, and to
acquire  and  hold  a  general  partnership   interest  in  Patriot  Tax  Credit
Properties, L.P. (the "Partnership").

On  October  1,  1997,  as part of a  settlement  of class  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 the Company,  an
affiliate of Centerline Holding Company  ("Centerline") (which had been known as
CharterMac  until  April  2007)  pursuant  to a purchase  agreement  dated as of
December 19, 1996 among PBP and its affiliates and Centerline Capital.

On March 15, 2007,  Centerline  announced  the  retirement  of Alan P. Hirmes as
Chief Financial  Officer of Centerline.  Upon his  retirement,  he also resigned
from his  position  as Member,  President,  Chief  Executive  Officer  and Chief
Financial Officer of the General Partner. Centerline has named Robert L. Levy as
Chief Financial Officer and Andrew J. Weil as Chief Executive Officer to replace
Mr. Hirmes.

Affiliates of the Company and Centerline have had significant  involvement  with
the Partnership and the Local Partnerships,  of which one is owned by Centerline
Capital  affiliates.  Centerline  in the past  provided,  and will  continue  to
provide,  ongoing monitoring services with respect to the Limited  Partnership's
investments pursuant to the Property Investment Monitoring Agreement.

Investment in Limited Partnership
---------------------------------

The Company  accounts for its  investment  in the  Partnership  using the equity
method,  whereby the Company  adjusts the  investment  cost for its share of the
Partnership's  results  of  operations  and for any  distributions  received  or
accrued.

The Company  regularly  assesses the  carrying  value of its  investment  in the
Partnership.  If the carrying value is considered to exceed the estimated  value
derived by management (which contemplates  remaining  Low-income Tax Credits and
potential  residual  value,  among  other  things),   the  Company  reduces  its
investment in the Partnership.

Use of Estimates
----------------

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America requires  management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and disclosure of contingent  assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the reporting period. Actual results could differ from those estimates.

                                       46
<PAGE>

                             RCC Partners 96, L.L.C.

                       NOTES TO BALANCE SHEET - CONTINUED

                                 March 31, 2007


NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Income Taxes
------------

The Company is not a taxpaying entity for income tax purposes and,  accordingly,
no provision has been made for income taxes.  The member's  allocable  shares of
the Company's taxable income or loss are reportable on their income tax returns.

NOTE B - RELATED PARTY TRANSACTIONS

Due to/from affiliates
----------------------

As of  March  31,  2007,  Patriot  owes the  Company  $479,019  for  partnership
management fees pursuant to the Limited Partnership Agreement.  The Company owes
$479,019 to their affiliates as of March 31, 2007.

NOTE C -   INVESTMENT IN LIMITED PARTNERSHIP

On October 1, 1997,  the Company was admitted as the general  partner in Patriot
Tax Credit  Properties,  L.P. which was formed to invest as a limited partner in
other  partnerships  owning  apartment  complexes  that  are  eligible  for  the
low-income housing tax credit or the rehabilitation tax credit.

The investment in Limited Partnership is as follows:
<TABLE>
<CAPTION>

<S>                                                                  <C>
General Partner capital at March 31, 2007                            $ 1,544,025

Less: Adjustment to estimated realizable value                        (1,544,025)
                                                                     -----------

Balance - March 31, 2007                                             $         0
                                                                     ===========
</TABLE>

                                       47
<PAGE>

                             RCC Partners 96, L.L.C.

                       NOTES TO BALANCE SHEET - CONTINUED

                                 March 31, 2007


NOTE C - INVESTMENT IN LIMITED PARTNERSHIP (continued)

         The summarized  consolidated  balance sheet at March 31, 2007 and the
         summarized  consolidated  statement of  operations  for the year then
         ended for Patriot Tax Credit Properties, L.P. are as follows:
<TABLE>
<CAPTION>

                         CONSOLIDATED BALANCE SHEET

                                   ASSETS

         OPERATING ASSETS

         <S>                                                       <C>
         INVESTMENT IN PROPERTY                                    $   1,935,710

         OTHER ASSETS
           Cash and cash equivalents                                   1,021,151
           Cash and cash equivalents, held in escrow                     113,504
           Deferred financing costs, net                                  15,266
           Other assets                                                   20,234
                                                                   -------------

         Total operating assets                                    $   3,105,865
                                                                   =============

         Assets from discontinued operations
           Investment in property held for sale                        4,976,662
           Net assets held for sale                                      206,591
                                                                   -------------

         Total assets from discontinued operations                     5,183,253
                                                                   -------------

         Total assets                                              $   8,289,118
                                                                   =============


         LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

         OPERATING LIABILITIES
           Mortgage notes payable                                  $   3,902,654
           Accrued interest payable                                        5,295
           Other accrued expenses and liabilities                        279,635
           Due to general partners and affiliates of
             local partnerships                                        1,097,535
           Development fees payable                                    1,052,447
           Real estate taxes payable                                      54,527
           Due to general partners and its affiliates                    499,745
                                                                   -------------

         Total operating liabilities                                   6,891,838
                                                                   -------------

         Liabilities from discontinued operations
           Mortgage notes payable of assets held for sale              2,754,913
           Net liabilities held for sale (including
             minority interest)                                          292,484
                                                                   -------------

         Total liabilities from discontinued operations                3,047,397
                                                                   -------------

         Minority interest in local partnerships                          24,164
                                                                   -------------

         Partners' capital (deficit)
           Limited partners (38,125 BUC$ issued and outstanding)      (3,218,306)
           General partner (1 BUC$ issued and outstanding)             1,544,025
                                                                   -------------

         Total partners' capital (deficit)                            (1,674,281)
                                                                   -------------

         Total liabilities and partners' capital (deficit)         $   8,289,118
                                                                   =============
</TABLE>

                                       48
<PAGE>

                             RCC Partners 96, L.L.C.

                       NOTES TO BALANCE SHEET - CONTINUED

                                 March 31, 2007


NOTE C -   INVESTMENT IN LIMITED PARTNERSHIP (continued)
<TABLE>
<CAPTION>

                      CONSOLIDATED STATEMENT OF OPERATIONS
           <S>                                                    <C>
           Revenues
             Rental income                                         $     557,542
             Other income                                                  7,859
             Interest income                                              84,805
                                                                   -------------

                                                                         650,206
                                                                   -------------

           Expenses
             Interest                                                     92,187
             Depreciation and amortization                               165,305
             Operating and other                                          69,862
             Taxes and insurance                                         107,045
             Repairs and maintenance                                     175,287
             General and administrative                                  403,335
             Property management fees                                     35,869
             Partnership management fees                                  55,167
                                                                   -------------

             Total expenses                                            1,104,057
                                                                   -------------

           Loss from operations before minority interest                (453,851)
           Minority interest in loss of local partnership
             from operations                                                 998
           Income from discontinued operations (net of
             minority interest and gain on sale of
             $2,429,104)                                               2,861,054
                                                                   -------------

           Net income                                              $   2,408,201
                                                                   =============
</TABLE>


NOTE D -   CONTINGENCIES

           The Company is  contingently  liable for all debts,  liabilities  and
           other obligations of Patriot Tax Credit Properties L.P. to the extent
           not paid by the partnership.

                                       49