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

                                    FORM 10-K
(Mark One)

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

For the fiscal year ended March 31, 2004

                                       OR

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

                         Commission File Number 0-20638

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

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

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

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

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

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

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes  X  No
                                             -----  -----
     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

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

     The  approximate  aggregate book value of the voting and non-voting  common
equity held by  non-affiliates  of the  Registrant as of September 30, 2003, was
($7,169,000), 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  objectives of the  Registrant  are to provide the limited  partners
with  low-income  housing tax credits  allowed  under Section 42 of the Internal
Revenue Code of 1986, as amended  ("Housing Tax Credits") over the credit period
for each Property in which the  Registrant  has invested and to a lesser extent,
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 Housing 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.  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.

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

The Partnership  generated $0, $126,188 and $1,814,136 in Tax Credits during the
years ended December 31, 2003, 2002, and 2001, respectively.  As of December 31,
2002 all the Local  Partnerships  completed  their tax  credit  periods  and the
Partnership has met its primary objective of generating  Housing Tax Credits for
qualified BUC$ holders.  However, each Local Partnership must continue to comply
with the Housing Tax Credit  requirements until the end of the compliance period
in order to avoid  recapture of the Housing Tax Credits.  The compliance  period
will end at  various  dates  through  December  31,  2007  with  respect  to the
Properties depending upon when the Housing Tax Credit Period commenced.

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

The Registrant acquired its Local Partnership Interest in each Local Partnership
by purchasing it directly from the existing  limited and/or  general  partner of
the  Local  Partnership.  In each of the  Registrant's  investments,  the  Local
General  Partner of the Local  Partnership  owning the complex  was  required to

                                       2
<PAGE>

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.

One Property had income which exceeded 15% of the Registrant's  total revenue in
each of the three years ended March 31,  2004,  2003 and 2002.  Income from Palm
Beach   Apartments  Ltd.   ("Summer  Creek  Villas")  as  a  percentage  of  the
Registrant's  total revenue was 55.31%,  52.10%, and 50.89% and during the years
ended March 31, 2004, 2003 and 2002, respectively.

No single tenant accounted for 10% or more of the Registrant's total revenue for
any of the three years in the period ended March 31, 2004.

General Partner
---------------
The general  partner of the  Registrant is RCC Partners 96 L.L.C.  (the "General
Partner") and is an affiliate of Related Capital Company  ("RCC").  Independence
SLP L.P.  ("SLP"),  an  affiliate  of RCC, is the special  limited  partner.  On
November 17, 2003,  CharterMac acquired RCC, which is the indirect parent of RCC
Manager  L.L.C.,  the managing  member of the General  Partner.  Pursuant to the
acquisition,  CharterMac acquired controlling  interests in the General Partner.
This acquisition did not affect the Registrant or its day-to-day operations,  as
the majority of the General Partner's management team remained unchanged.

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.

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

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

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

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.

                                       3
<PAGE>

Item 2. Properties.

As of March 31, 2004, the Registrant holds interests in Local Partnerships which
own the  following  Properties  which  continue  to be  operated  in a manner to
qualify for Housing Tax Credits:
<TABLE>
<CAPTION>

                                                     Occupancy
                           Number    Rents as of     Rate as of
Property (a)               of Units  May 1, 2004    May 1, 2004
------------               --------  -----------    -----------

<S>                          <C>       <C>              <C>
RMB Limited Partnership      196       $445-755          76%
  (Hubbard's Ridge)
  Garland, TX
Cutler Canal II              216        396-665          98%
  Associates, Ltd.
  Miami, FL
Diamond Street Venture        48        473-540          90%
  Philadelphia, PA
Papillion Heights             48        485-495          85%
  Apartments L.P.
  Papillion, NE
Hill Top Homes               171        560-770          89%
  Apartments
  Limited Partnership
  Arlington, TX
Palm Beach                   770        605-860          95%
  Apartments, Ltd.
  (Summer Creek Villas)
  West Palm Beach, FL
Brookland Park Plaza          77            563          96%
  Limited Partnership
  Richmond, VA
Compton Townhouses            39            765         100%
  Limited Partnership
  Cincinnati, OH
</TABLE>


(a) At March 31, 2004,  the  Registrant  holds a 66.5%  interest in Summer Creek
Villas, a 98% interest in Hubbard's Ridge, Hill Top Homes and Compton Townhouses
and a 98.99% interest in Cutler Canal II, Diamond Street,  Papillion Heights and
Brookland Park Plaza.

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

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

                                       4
<PAGE>

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

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

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

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

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

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

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

Item 3.  Legal Proceedings

None.

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

None.

                                       5
<PAGE>

                                     PART II

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

As of May 10, 2004,  there were 2,233 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.


                                       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>
                                                      For the Years ended March 31,
                             ---------------------------------------------------------------------------
OPERATIONS                       2004            2003            2002            2001           2000
----------                   ------------    ------------    ------------    ------------   ------------
<S>                          <C>             <C>             <C>             <C>            <C>
Rental and other income      $ 10,747,362    $ 10,803,448    $ 10,333,034    $  9,761,295   $  7,915,054
                             ============    ============    ============    ============   ============

Interest income              $     12,093    $     15,827    $     38,065    $     39,888   $     24,826
                             ============    ============    ============    ============   ============

Interest expense             $  4,755,090    $  4,747,765    $  4,689,172    $  4,729,740   $  4,408,997
                             ============    ============    ============    ============   ============

Depreciation and amorti-
  zation expenses            $  2,440,364    $  2,429,909    $  2,447,028    $  2,445,646   $  2,433,206
                             ============    ============    ============    ============   ============

Loss before minority
  interest and extraordi-
  nary item                  $ (4,848,759)   $ (4,776,862)   $ (4,815,277)   $ (5,563,134)  $ (5,435,229)
                             ============    ============    ============    ============   ============

Minority interest in loss
  of local partnerships      $  1,048,921    $  1,139,863    $  1,207,124    $  1,135,959   $    637,201
                             ============    ============    ============    ============   ============


Loss before extraordinary
  item                       $ (3,799,838)   $ (3,636,999)   $ (3,608,103)   $ (4,427,175)  $ (4,798,028)
                             ============    ============    ============    ============   ============


Extraordinary item -
  forgiveness of indebted-
  ness                       $          0    $          0    $          0    $    833,002   $  1,656,843
                             ============    ============    ============    ============   ============

Net loss                     $ (3,799,838)   $ (3,636,999)   $ (3,608,103)   $ (3,594,173)  $ (3,141,185)
                             ============    ============    ============    ============   ============

Loss before extraordinary
  item per limited partner
  BUC$                       $     (99.17)   $     (94.92)   $     (94.17)   $    (115.54)  $    (125.22)


Extraordinary item per
  limited partner BUC$       $          0    $          0    $          0    $      21.74   $      43.24
                             ------------    ------------    ------------    ------------   ------------

Net loss per limited part-
  ner BUC$                   $     (99.17)   $     (94.92)   $     (94.17)   $     (93.80)  $     (81.98)
                             ============    ============    ============    ============   ============

Total assets                 $ 55,556,172    $ 58,143,529    $ 60,492,083    $ 62,137,819   $ 64,662,321
                             ============    ============    ============    ============   ============

Mortgage notes payable       $ 44,697,118    $ 45,294,215    $ 46,015,770    $ 43,955,708   $ 44,569,822
                             ============    ============    ============    ============   ============
</TABLE>



                                       7
<PAGE>



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

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

The  Registrant  invested  in  eight  Local  Partnerships  that  are  owners  of
affordable  multi-family  residential  complexes.  The  Local  Partnerships  are
operated  in  accordance  with the rules and  regulations  of  Section 42 of the
Internal  Revenue  Code in  order  to  protect  the  Housing  Tax  Credits.  The
Registrant's  primary  source  of funds is  rental  revenues,  which  are  fully
utilized at the property  level. As of March 31, 2004,  there was  approximately
$275,000  in  working  capital  reserves  available  to  fund  Registrant  level
expenses.  The Registrant is dependent  upon the support of the General  Partner
and certain of its affiliates in order to meet its obligations at the Registrant
level.  The General  Partner and these  affiliates  have agreed to continue such
support for the foreseeable future.

At the Local  Partnership  level,  certain Local General  Partners  and/or their
affiliates  have made  deficit  guaranty  agreements  with  respect to the Local
Partnerships  which,  under  certain  circumstances,  required the Local General
Partners  and/or their  affiliates to fund cash flow deficits.  These  operating
deficit advances do not bear interest and are repayable by the Local Partnership
in accordance with the respective deficit guaranty agreements.  In addition, the
Registrant's  financial  statements  as of March 31, 2004 and 2003 also  reflect
payables  of  $426,961  and  $282,000,  respectively,  under  operating  deficit
guaranty agreements at Hill Top Homes, which have expired. As of March 31, 2004,
all operating deficit guaranty agreements have expired.

Summer Creek Villas Local Partnership
-------------------------------------

The Summer Creek Villas has experienced lower than expected  economic  occupancy
levels  over the  course  of the last  several  years,  which  has  resulted  in
recurring  losses from  operations  and has adversely  affected the liquidity of
Summer Creek  Villas.  Despite an increase in rent levels  during 2003 and 2002,
Summer  Creek  Villas'  operations  are impeded by the  inability to raise rents
sufficiently  to pay for the operating  and debt costs.  Summer Creek Villas has
been unable to obtain maximum rents as potential  residents are restricted based
on  county  median  income  levels,  which  limit  the  maximum  income  that  a
prospective resident can earn. The Summer Creek Villas has been obligated, since
1996, to repay significant amounts of principal on its mortgage.

During 2002, in an effort to improve occupancy, the Summer Creek Villas invested
funds to improve the  physical  condition  of the  property.  Such  improvements
primarily consisted of painting,  landscaping,  new playgrounds,  and individual
units fixture and finish replacements.

The Local General Partner of Summer Creek Villas was formerly  obligated to fund
operating  deficits under two separate  operating  deficit guaranty  agreements.
Total  advances  made by the Local General  Partner under the operating  deficit
guaranties totaled $2,742,460.  In addition,  the Local General Partner has made
voluntary  loans in  excess of its  obligations  under  the  guaranties  to fund
operations of $1,645,074, even though as of December 31, 1997, the Local General
Partner was no longer required to fund operations of Summer Creek Villas.

Effective  January 1, 1999, Summer Creek Villas entered into a funding agreement
with Palm Beach Investor,  L.P. (the 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 provides for a second series of loans to
Summer Creek Villas in the years 2002, 2003 and 2004, in an amount not to exceed
$1,500,000 in aggregate.  Although no formal  agreements  have been reached with
the other partners,  additional loans from the Registrant  (which is the Class A
limited  partner) are expected to be obtained in accordance with the loans to be
provided  under the funding  agreement.  Loans made in 2003 and 2002 under these
funding agreements to fund operating  deficit's total $2,418,647 and $3,137,720,
respectively.  Of such amounts,  $1,913,331  and  $2,409,305  were loaned by the
Registrant in 2003 and 2002, respectively.



                                       8
<PAGE>

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

During 2003 and 2002, the management agent, an affiliate of Summer Creek Villas,
was  reimbursed  by Summer  Creek  Villas for  operating  advances,  made in the
current and prior years, in the form of  unreimbursed  payroll in the net amount
of $720,678.  As of December  31, 2003 and 2002,  the  management  agent was due
$122,649 and $491,988,  respectively.  The management  agent is not obligated to
provide such advances.

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

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

Rental income decreased  approximately $97,000 for the year ended March 31, 2004
as compared to 2003  primarily  due to a decrease  in  occupancy  at three Local
Partnerships.

Interest income decreased approximately $4,000 for the year ended March 31, 2004
as compared to 2003  primarily  due to lower cash and cash  equivalent  balances
earning interest at the Local Partnership and Registrant level.

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

Rental income increased approximately $443,000 for the year ended March 31, 2003
as compared to 2002, primarily due to rental rate increases.

Interest  income  decreased  approximately  $22,000 for the year ended March 31,
2003 as compared to 2002, primarily due to lower interest rates on cash and cash
equivalent balances at the Local Partnerships and Registrant level.

Taxes and insurance  increased  approximately  $216,000 for the year ended March
31, 2003 as compared to 2002, primarily due to an increase in insurance premiums
at the Local Partnerships.



                                       9
<PAGE>


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

The following table summarizes the Registrant's commitments as of March 31, 2004
to make  future  payments  under  its  debt  agreements  and  other  contractual
obligations.
<TABLE>
<CAPTION>
                                  Less
                                  than          1 - 3         3 -5        More than
                    Total        1 Year         Years         Years        5 Years
                 -----------   -----------   -----------   -----------   -----------
<S>              <C>           <C>           <C>           <C>           <C>
Mortgage notes
  payable (a)    $44,697,118   $   925,122   $ 7,591,985   $23,587,939   $12,592,072
                 -----------   -----------   -----------   -----------   -----------
</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).

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

The Partnership has no off-balance sheet arrangements.

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.  The  following  is a summary of
accounting estimate considered critical by the Registrant.

Impairment of Long-Lived Assets
-------------------------------

The  Registrant is required to assess  potential  impairments  to its long-lived
assets, which is primarily 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.

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.

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

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

In May 2003,  the FASB issued SFAS No. 150,  "Accounting  for Certain  Financial
Instruments with  Characteristics  of both Liabilities and Equity." SFAS No. 150
changes the accounting for certain  financial  instruments  that, under previous
guidance,  could be classified as equity or "mezzanine" equity, by now requiring
those  instruments  to  be  classified  as  liabilities  (  or  assets  in  some
circumstances)  in the  Consolidated  Balance  Sheets.  Further,  SFAS  No.  150



                                       10
<PAGE>

requires  disclosure  regarding the terms of those  instruments  and  settlement
alternatives.  The  guidance in SFAS No. 150  generally  was  effective  for all
financial  instruments  entered  into or modified  after May 31,  2003,  and was
otherwise effective at the beginning of the first interim period beginning after
June 15, 2003. The Registrant has evaluated SFAS No. 150 and determined  that it
does not have an impact on the Registrant's financial reporting and disclosures.

Property Information
--------------------

The  Registrant  currently  holds  interests  in eight Local  Partnerships.  The
following schedule gives specific details about the related Properties.
<TABLE>
<CAPTION>
                                                  Gross Carrying     Occupancy
                                                     Value of         Rate at
                                     Number        Property at      December 31,
Property (a)                        of Units       March 31,2004      2003 (c)
                                    --------       -------------    ------------
<S>                                   <C>          <C>                  <C>
RMB Limited Partnership               196          $ 5,310,849          87%
  (Hubbard's Ridge)
  Garland, TX
Cutler Canal II                       216           11,540,233          99%
  Associates, Ltd.
  Miami, FL
Diamond Street Venture (b)             48            2,912,536          92%
  Philadelphia, PA
Papillion Heights                      48            2,206,424          81%
  Apartments L.P.
  Papillion, NE
Hill Top Homes                        171            8,104,661          76%
  Apartments
  Limited Partnership
  Arlington, TX
Palm Beach                            770           40,832,871          94%
  Apartments, Ltd.
  (Summer Creek Villas)
  West Palm Beach, FL
Brookland Park Plaza                   77            6,449,682          91%
  Limited Partnership
  Richmond, VA
Compton Townhouses                     39            2,446,959          97%
  Limited Partnership                              -----------
  Cincinnati, OH
                                                   $79,804,215
                                                   ===========
</TABLE>
(a) At March 31, 2004,  the  Registrant  holds a 66.5%  interest in Summer Creek
Villas, a 98% interest in Hubbard's Ridge, Hill Top Homes and Compton Townhouses
and a 98.99% interest in Cutler Canal II, Diamond Street,  Papillion Heights and
Brookland Park Plaza.

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

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


                                       11
<PAGE>

Net operating  income before debt service of the Local  Partnerships for each of
the years in the three-year period ended March 31, 2004, was as follows:
<TABLE>
<CAPTION>
                          2004         2003         2002
                       ----------   ----------   ----------
<S>                    <C>          <C>          <C>
Hubbard's Ridge        $  296,000   $  329,000   $  427,000
Cutler Canal II           684,000      737,000      783,000
Diamond Street             63,000       71,000       54,000
Papillion Heights          38,000       72,000       64,000
Hill Top Homes            221,000      365,000      429,000
Summer Creek Villas     1,188,000      871,000      679,000
Brookland Park Plaza      181,000      192,000      160,000
Compton Townhouses        107,000      151,000      132,000
                       ----------   ----------   ----------

                       $2,778,000   $2,788,000   $2,728,000
                       ==========   ==========   ==========
</TABLE>
Item 7A.  Quantitative and Qualitative Disclosure about Market Risk.

The Partnership does not have any market risk sensitive instruments.



                                       12
<PAGE>


Item 8.  Financial Statements and Supplementary Data.
                                                                      Sequential
                                                                         Page
                                                                      ----------
(a) 1. Financial Statements

         Report of Independent Registered Public Accounting Firm          14

         Consolidated Balance Sheets as of March 31, 2004 and 2003        32

         Consolidated Statements of Operations for the years ended
         March 31, 2004, 2003 and 2002                                    33

         Consolidated  Statements of Changes in Partners'  Capital
         (Deficit) for the years ended March 31, 2004,  2003 and
         2002                                                             34

         Consolidated Statements of Cash Flows for the years ended
         March 31, 2004, 2003 and 2002                                    35

         Notes to Consolidated Financial Statements                       36



                                       13
<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, 2004 and 2003, and the
related  consolidated  statements of  operations,  changes in partners'  capital
(deficit) and cash flows for the years ended March 31, 2004,  2003 and 2002. 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 year ended March 31, 2004, we
did not audit the financial  statements of certain investee  partnerships  which
represent $15,334,378 in total assets and $915,112 of the net loss as of and for
the year ended March 31, 2004.  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.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial statement presentation.  We believe that our audits and the reports of
the other auditors provide a reasonable basis for our opinion.

In our opinion,  based on our audits and the reports of the other auditors,  the
consolidated  financial  statements  referred to above  present  fairly,  in all
material respects,  the financial position of Patriot Tax Credit Properties L.P.
and  Subsidiaries  as of March  31,  2004 and  2003,  and the  results  of their
operations, changes in Partners' capital (deficit), and their cash flows for the
years  ended  March 31,  2004,  2003 and 2002,  in  conformity  with  accounting
principles generally accepted in the United States of America.

Our  report  on the  2004  financial  statements  of a  subsidiary  included  an
explanatory  paragraph  describing  conditions  that  raised  substantial  doubt
regarding its ability to continue as a going concern, as discussed in note 10 to
the consolidated financial statements.

REZNICK FEDDER & SILVERMAN


Bethesda, Maryland
May 14, 2004




                                       14
<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, 2003 and 2002,  and the related
statements  of  operations,  partners'  equity/(deficit)  and cash flows for the
years then ended.  These  financial  statements  are the  responsibility  of the
Partnership's  management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

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

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

/s/ DICKEY, WOLF & HUMBARD, LLC
Certified Public Accountants
Harrisonville, MO
January 21, 2004



                                       15
<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, 2002 and 2001,  and the related
statements  of  operations,  partners'  equity/(deficit)  and cash flows for the
years then ended.  These  financial  statements  are the  responsibility  of the
Partnership's  management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

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

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

/s/ DICKEY, WOLF & HUMBARD, LLC
Certified Public Accountants
Harrisonville, MO
January 23, 2003



                                       16
<PAGE>



[Letterhead of Reznick Fedder & Silverman]

INDEPENDENT AUDITORS' REPORT

To the Partners
Cutler Canal II Associates, Ltd.

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

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

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

/s/ Reznick Fedder & Silverman
Atlanta, Georgia
January 28, 2004



                                       17
<PAGE>



[Letterhead of KPMG]

INDEPENDENT AUDITORS' REPORT

To the General Partners
Cutler Canal II Associates, Ltd.

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

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of Cutler Canal II  Associates,
Ltd. as of December 31,  2002,  and the results of its  operations  and its cash
flows  for the  year  then  ended,  in  conformity  with  accounting  principles
generally accepted in the United States of America.

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

/s/ KPMG
Greenville, South Carolina
February 13, 2002



                                       18
<PAGE>



[Letterhead of Reznick Fedder & Silverman]

INDEPENDENT AUDITORS' REPORT

To the Partners
Diamond Street Venture

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

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

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

In accordance with Government  Auditing Standards we have also issued our report
for  the  year  ended  December  31,  2003,  dated  January  23,  2004,  on  our
consideration  of Diamond  Street  Venture's  internal  control  over  financial
reporting and on our tests of its  compliance  with certain  provisions of laws,
regulations,  contracts and grants.  That report is an integral part of an audit
performed in accordance with Government Auditing Standards and should be read in
conjunction with this report in considering the results of our audit.

Our  audits  were  made for the  purpose  of  forming  an  opinion  on the basis
financial statements taken as a whole. The supplemental  information on pages 29
through  32 is  presented  for  purposes  of  additional  analysis  and is not a
required  part of the basic  financial  statements.  Such  information  has been
subjected to the auditing procedures applied in the audit of the basic financial
statements  and, in our opinion,  is fairly  stated in all material  respects in
relation to the basic financial statements taken as a whole.

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



                                       19
<PAGE>



[Letterhead of Reznick Fedder & Silverman]

INDEPENDENT AUDITORS' REPORT

To the Partners
Diamond Street Venture

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

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

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

In accordance with Government  Auditing Standards we have also issued our report
for  the  year  ended  December  31,  2002,  dated  January  24,  2003,  on  our
consideration  of Diamond  Street  Venture's  internal  control  over  financial
reporting and on our tests of its  compliance  with certain  provisions of laws,
regulations,  contracts and grants.  That report is an integral part of an audit
performed in accordance with Government Auditing Standards and should be read in
conjunction with this report in considering the results of our audit.

Our  audits  were  made for the  purpose  of  forming  an  opinion  on the basis
financial statements taken as a whole. The supplemental  information on pages 28
through  31 is  presented  for  purposes  of  additional  analysis  and is not a
required  part of the basic  financial  statements.  Such  information  has been
subjected to the auditing procedures applied in the audit of the basic financial
statements  and, in our opinion,  is fairly  stated in all material  respects in
relation to the basic financial statements taken as a whole.

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



                                       20
<PAGE>



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

INDEPENDENT AUDITOR'S REPORT

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

We have audited the balance  sheets of  Papillion  Heights  Apartments,  L.P. (a
limited  partnership),  as of  December  31,  2003  and  2002,  and the  related
statements of  operations,  partners'  capital and cash flows for the years then
ended.  These financial  statements are the  responsibility of the Partnership's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of Papillion Heights  Apartments,
L.P. (a limited  partnership)  as of December 31, 2003 and 2002, and the results
of its operations and its cash flows for the years then ended in conformity with
accounting principles generally accepted in the United States of America.

/s/ Schultz, Durham & Rapp, P.C.
Springfield, Missouri
February 11, 2004



                                       21
<PAGE>



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

INDEPENDENT AUDITOR'S REPORT

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

We have audited the balance  sheets of  Papillion  Heights  Apartments,  L.P. (a
limited  partnership),  as of  December  31,  2002  and  2001,  and the  related
statements of  operations,  partners'  capital and cash flows for the years then
ended.  These financial  statements are the  responsibility of the Partnership's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of Papillion Heights  Apartments,
L.P. (a limited  partnership)  as of December 31, 2002 and 2001, and the results
of its operations and its cash flows for the years then ended in conformity with
accounting principles generally accepted in the United States of America.

/s/ Schultz, Durham & Rapp, P.C.
Springfield, Missouri
February 6, 2003



                                       22
<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, 2003 and
2002, and the related statements of operations,  partners'  equity/(deficit) and
cash  flows  for the  years  then  ended.  These  financial  statements  are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

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

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

/s/ Dickey, Wolf & Humbard, LLC
Certified Public Accountants
Harrisonville, MO
January 21, 2004




                                       23
<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, 2002 and
2001, and the related statements of operations,  partners'  equity/(deficit) and
cash  flows  for the  years  then  ended.  These  financial  statements  are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

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

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

/s/ Dickey, Wolf & Humbard, LLC
Certified Public Accountants
Harrisonville, MO
January 23, 2003




                                       24
<PAGE>



[Letterhead of Reznick Fedder & Silverman]

INDEPENDENT AUDITORS' REPORT

To the Partners
Palm Beach Apartments, Ltd.

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

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

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

The  accompanying  financial  statements  have been  prepared  assuming that the
Partnership  will  continue as a going  concern.  As discussed in Note 14 to the
financial  statements,  the  Partnership  has  suffered  recurring  losses  from
operations and has a capital  deficiency that raises substantial doubt regarding
its ability to continue as a going  concern.  Management's  plans in  connection
with these matters are also  described in Note 14. The  financial  statements do
not  include  any  adjustments  that  might  result  from  the  outcome  of this
uncertainty.

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

/s/ Reznick Fedder & Silverman
Atlanta, Georgia
February 13, 2004


                                       25
<PAGE>



[Letterhead of Reznick Fedder & Silverman]

INDEPENDENT AUDITORS' REPORT

To the Partners
Palm Beach Apartments, Ltd.

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

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

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

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

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

/s/ Reznick Fedder & Silverman
Atlanta, Georgia
February 7, 2003



                                       26
<PAGE>



[Letterhead of Reznick Fedder & Silverman]

INDEPENDENT AUDITORS' REPORT

To the Partners
Brookland Park Plaza Limited Partnership

We have audited the  accompanying  balance sheet of BROOKLAND PARK PLAZA LIMITED
PARTNERSHIP (a Maryland Limited Partnership),  HUD Project No. 051-36617,  as of
December  31,  2003,  and  the  related  statements  of  operations,   partners'
equity/(deficit)  and  cash  flows  for the year  then  ended.  These  financial
statements  are  the  responsibility  of  the  Partnership's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

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

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

In accordance with GOVERNMENT  AUDITING  STANDARDS,  we have also issued reports
dated January 21, 2004,  on our  consideration  OF BROOKLAND  PARK PLAZA LIMITED
PARTNERSHIP'S  internal  control and on our tests of its compliance with certain
provisions  of laws,  regulations,  contracts  and grants.  Those reports are an
integral  part of an audit  performed in  accordance  with  GOVERNMENT  AUDITING
STANDARDS and should be read in conjunction  with this report in considering the
results of our audit.

Our audit was  conducted  for the  purpose  of  forming  an opinion on the basic
financial statements taken as a whole. The accompanying supplemental information
on pages 14 through 24 is presented for purposes of  additional  analysis and is
not a required part of the basic  financial  statements of BROOKLAND  PARK PLAZA
LIMITED  PARTNERSHIP.  Such  information  has  been  subjected  to the  auditing
procedures  applied in the audit of the basic  financial  statements and, in our
opinion,  is fairly  stated in all  material  respects  in relation to the basic
financial statements taken as a whole.

/s/ Dickey, Wolf & Humbard, LLC
Certified Public Accountants
Harrisonville, MO
January 21, 2004


                                       27
<PAGE>



[Letterhead of Reznick Fedder & Silverman]

INDEPENDENT AUDITORS' REPORT

To the Partners
Brookland Park Plaza Limited Partnership

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

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

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

In accordance with Government  Auditing  Standards and the  "Consolidated  Audit
Guide for Audits of HUD Programs," we have also issued reports dated January 27,
2003 on our consideration of Brookland Park Plaza Limited Partnership's internal
control and on its compliance with specific requirements applicable to major HUD
programs and fair housing and non-discrimination.  Those reports are an integral
part of an audit performed in accordance with Government  Auditing Standards and
should be read in conjunction with this report in considering the results of our
audit.

Our audit was  conducted  for the  purpose  of  forming  an opinion on the basic
financial statements taken as a whole. The accompanying supplemental information
on pages 21 through 26 is presented for purposes of  additional  analysis and is
not a required part of the basic financial  statements of the partnership.  Such
information has been subjected to the auditing  procedures  applied in the audit
of the basic financial  statements and, in our opinion, is fairly stated, in all
material  respects,  in relation to the basic  financial  statements  taken as a
whole.

/s/ Reznick Fedder & Silverman
Bethesda, Maryland
Taxpayer Identification Number: 52-1088612
January 27, 2003

Lead Auditor: Renee G. Scruggs



                                       28
<PAGE>



[Letterhead of Reznick Fedder & Silverman]

INDEPENDENT AUDITORS' REPORT

To the Partners
Brookland Park Plaza Limited Partnership

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

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

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

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

In accordance with Government  Auditing  Standards and the  "Consolidated  Audit
Guide for Audits of HUD Programs," we have also issued reports dated January 17,
2002 on our consideration of Brookland Park Plaza Limited Partnership's internal
control and on its compliance with specific requirements applicable to major HUD
programs and fair housing and non-discrimination.  Those reports are an integral
part of an audit performed in accordance with Government  Auditing Standards and
should be read in conjunction with this report in considering the results of our
audit.

/s/ Reznick Fedder & Silverman
Bethesda, Maryland
Taxpayer Identification Number: 52-1088612
January 17, 2002

Lead Auditor: Renee G. Scruggs



                                       29
<PAGE>



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

Report of Independent Certified Public Accountants

To the Partners
Compton Townhouses Limited Partnership

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

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of Compton  Townhouses  Limited
Partnership as of December 31, 2003 and 2002, and the results of its operations,
changes  in  partners'  deficit  and cash  flows for the years  then  ended,  in
conformity with accounting principles generally accepted in the United States of
America.

/s/ Barnes, Dennig & Co., Ltd.
Cincinnati, Ohio
January 16, 2004



                                       30
<PAGE>



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

Report of Independent Certified Public Accountants

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

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

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of Compton  Townhouses  Limited
Partnership (An Ohio Limited Partnership), as of December 31, 2002 and 2001, and
the results of its  operations  and its cash flows for the years then ended,  in
conformity with accounting principles generally accepted in the United States of
America.

/s/ Barnes, Dennig & Co., Ltd.
Cincinnati, Ohio
January 20, 2003




                                       31
<PAGE>



                       PATRIOT TAX CREDIT PROPERTIES L.P.
                             (a limited partnership)
                                AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

                                     ASSETS
<TABLE>
<CAPTION>
                                                                                 March 31,
                                                                       ----------------------------
                                                                           2004            2003
                                                                       ------------    ------------
<S>                                                                    <C>             <C>
Investment in property:

Land                                                                   $  4,005,633    $  4,005,633
Building and improvements                                                75,798,582      75,746,346
Accumulated depreciation                                                (28,372,375)    (26,237,792)
                                                                       ------------    ------------

Net investment in property                                               51,431,840      53,514,187
Cash and cash equivalents                                                 1,216,053       1,344,954
Cash and cash equivalents held in escrow                                  1,222,301       1,318,344
Deferred financing costs, net                                             1,302,170       1,596,650
Other assets                                                                383,808         369,394
                                                                       ------------    ------------

Total assets                                                           $ 55,556,172    $ 58,143,529
                                                                       ============    ============

                   LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
Liabilities:

  Mortgage notes payable                                               $ 44,697,118    $ 45,294,215
  Accrued interest payable                                                2,180,744       2,122,418
  Other accrued expenses and liabilities                                  2,200,263       2,643,043
  Due to local general partners and affiliates of local partnerships      6,378,776       5,085,535
  Development fees payable                                                1,151,510       1,151,510
  Real estate taxes payable                                                 174,018         179,876
  Due to General Partner and its affiliates                              10,190,654       8,234,527
                                                                       ------------    ------------

Total liabilities                                                        66,973,083      64,711,124
                                                                       ------------    ------------

Minority interests in local partnerships                                 (2,796,249)     (1,746,771)
                                                                       ------------    ------------

Partners' capital (deficit):

  Limited partners (38,125 BUC$ issued and outstanding)                  (9,326,280)     (5,545,441)
  General partner (1 BUC$ issued and outstanding)                           705,618         724,617
                                                                       ------------    ------------

Total partners' capital (deficit)                                        (8,620,662)     (4,820,824)
                                                                       ------------    ------------

Total liabilities and partners' capital (deficit)                      $ 55,556,172    $ 58,143,529
                                                                       ============    ============
</TABLE>


See accompanying notes to consolidated financial statements.


                                       32
<PAGE>



                       PATRIOT TAX CREDIT PROPERTIES L.P.
                             (a limited partnership)
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
                                                               Year Ended March 31,
                                                  --------------------------------------------
                                                      2004            2003            2002
                                                  ------------    ------------    ------------
<S>                                               <C>             <C>             <C>
Revenues
Rental income                                     $  9,876,634    $  9,973,773    $  9,530,921
Other income                                           870,728         829,675         802,113
Interest income                                         12,093          15,827          38,065
                                                  ------------    ------------    ------------

                                                    10,759,455      10,819,275      10,371,099
                                                  ------------    ------------    ------------

Expenses
Interest                                             4,755,090       4,747,765       4,689,172
Depreciation and amortization                        2,440,364       2,429,909       2,447,028
Operating and other                                    921,634         914,339         918,938
Taxes and insurance                                  1,501,816       1,374,659       1,158,871
Repairs and maintenance                              2,483,200       2,749,023       2,540,544
General and administrative                           2,837,480       2,699,222       2,762,046
Property management fees                               431,166         440,564         424,360
Partnership management fees                            237,464         240,656         245,367
                                                  ------------    ------------    ------------

Total expenses                                      15,608,214      15,596,137      15,186,326
                                                  ------------    ------------    ------------

Loss before minority interest                       (4,848,759)     (4,776,862)     (4,815,227)
Minority interest in loss of local partnerships      1,048,921       1,139,863       1,207,124
                                                  ------------    ------------    ------------

Net loss                                          $ (3,799,838)   $ (3,636,999)   $ (3,608,103)
                                                  ============    ============    ============

Net loss-limited partners                         $ (3,780,839)   $ (3,618,814)   $ (3,590,062)
                                                  ============    ============    ============

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

Net loss per BUC$ - limited partners              $     (99.17)   $     (94.92)   $     (94.17)
                                                  ============    ============    ============

</TABLE>

See accompanying notes to consolidated financial statements.


                                       33
<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
April 1, 2001                 $ 2,424,278    $ 1,663,435    $   760,843         38,126

Net Loss                       (3,608,103)    (3,590,062)       (18,041)             0
                              -----------    -----------    -----------    -----------

Partners' capital (deficit)
March 31, 2002                 (1,183,825)    (1,926,627)       742,802         38,126

Net Loss                       (3,636,999)    (3,618,814)       (18,185)             0
                              -----------    -----------    -----------    -----------

Partners' capital (deficit)
March 31, 2003                 (4,820,824)    (5,545,441)       724,617         38,126

Net Loss                       (3,799,838)    (3,780,839)       (18,999)             0
                              -----------    -----------    -----------    -----------

Partners' capital (deficit)
March 31, 2004                $(8,620,662)   $(9,326,280)   $   705,618    $    38,126
                              ===========    ===========    ===========    ===========

</TABLE>

See accompanying notes to consolidated financial statements.


                                       34
<PAGE>


                       PATRIOT TAX CREDIT PROPERTIES L.P.
                             (a limited partnership)
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                              Year Ended March 31,
                                                   -----------------------------------------
                                                      2004           2003           2002
                                                   -----------    -----------    -----------
<S>                                                <C>            <C>            <C>
Cash flows from operating activities:
Net loss                                           $(3,799,838)   $(3,636,999)   $(3,608,103)
                                                   -----------    -----------    -----------
Adjustments to reconcile net loss to net
  cash used in operating activities:
Depreciation and amortization                        2,440,364      2,429,909      2,447,028
Minority interest in loss of local partnerships     (1,048,921)    (1,139,863)    (1,207,124)
Decrease (increase) in cash held in escrow              96,043        363,167       (194,178)
(Decrease) increase in real estate taxes payable        (5,858)        97,998        (57,527)
Increase (decrease) in accrued interest payable         58,326         81,510         (2,820)
Increase in other assets                               (16,353)       (66,008)       (76,455)
(Decrease) increase in other accrued expenses
  and liabilities                                     (150,028)     1,084,764       (390,253)
                                                   -----------    -----------    -----------
Total adjustments                                    1,373,573      2,851,477        518,671
                                                   -----------    -----------    -----------

Net cash used in operating activities               (2,426,265)      (785,522)    (3,089,432)
                                                   -----------    -----------    -----------

Cash flows from investing activities:
Investments in property                                (52,236)       (39,188)       (62,881)
                                                   -----------    -----------    -----------

Net cash used in investing activities                  (52,236)       (39,188)       (62,881)
                                                   -----------    -----------    -----------

Cash flows from financing activities
Proceeds from mortgage notes                         1,197,500              0      4,600,000
Payments on mortgage notes                          (1,794,597)      (721,555)    (2,539,938)
Increase in deferred costs                              (9,362)             0       (129,521)
Decrease in development fees payable                         0              0       (299,199)
Advance from General Partner                         1,663,375      1,452,201      1,373,146
Increase in due to Local General Partners
  and affiliates of Local Partnerships,
  General Partner and its affiliates                   847,278         61,202        557,174
Decrease in due to Local General Partners
  and affiliates of Local Partnerships,
  General Partner and its affiliates                   (59,353)      (355,920)      (420,675)
Advance from local limited partner                     505,316        728,415        350,000
Distribution to minority interest                         (557)          (307)          (417)
                                                   -----------    -----------    -----------

Net cash provided by financing activities            2,349,600      1,164,036      3,490,570
                                                   -----------    -----------    -----------
Net (decrease) increase in cash and cash
  equivalents                                         (128,901)       339,326        338,257
Cash and cash equivalents at beginning of year       1,344,954      1,005,628        667,371
                                                   -----------    -----------    -----------
Cash and cash equivalents at end of year           $ 1,216,053    $ 1,344,954    $ 1,005,628
                                                   ===========    ===========    ===========
Supplemental disclosures of cash flow infor-
  mation:
Interest paid                                      $ 4,696,764    $ 4,666,255    $ 3,020,853
                                                   ===========    ===========    ===========

</TABLE>

See accompanying notes to consolidated financial statements.



                                       35
<PAGE>



                       PATRIOT TAX CREDIT PROPERTIES L.P.
                             (a limited partnership)
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2004


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")
and is an affiliate of Related  Capital Company  ("RCC").  On November 17, 2003,
CharterMac acquired RCC, which is the indirect parent of RCC Manager L.L.C., the
managing member of the General Partner. Pursuant to the acquisition,  CharterMac
acquired controlling  interests in the General Partner. This acquisition did not
affect the  Partnership  or its  day-to-day  operations,  as the majority of the
General  Partner's  management team remained  unchanged.  Independence  SLP L.P.
("SLP"),  an affiliate of RCC, 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, 2004, the Partnership has investments in eight Local Partnerships.


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

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

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

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


                                       36
<PAGE>

                       PATRIOT TAX CREDIT PROPERTIES L.P.
                             (a limited partnership)
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2004



and  discount  rates as well as other  market  indicators.  However,  changes in
market conditions and circumstances may occur in the near term which would cause
these  estimates and  assumptions  to change,  which,  in turn,  could cause the
amounts ultimately realized upon the sale or other disposition of the Properties
to differ  materially  from their  estimated  fair value.  Such changes may also
require write-downs in future years.

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

c) Cash and Cash Equivalents

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

d) Cash and Cash Equivalents Held in Escrow

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

e) Taxes

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

f) Profits and Loss Allocations/Distributions

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

Distributions  of cash may be made in accordance with the Partnership  Agreement
and, if made, are allocated 99.5% to the limited partners and .5% to the General
Partner. As of March 31, 2004, no distributions have been paid.

g) Rental Income

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


NOTE 3 - Costs, Fees and Expenses

a) Deferred Financing Costs

Deferred financing costs include amounts paid for services rendered in arranging
the financing for the Local  Partnerships.  These costs were capitalized and are
being amortized over the lives of the related debt. The accumulated amortization
as of March 31, 2004 and 2003 is $4,019,979 and $3,716,137, respectively.



                                       37
<PAGE>

                       PATRIOT TAX CREDIT PROPERTIES L.P.
                             (a limited partnership)
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2004



b) Management Fees

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

The General Partner is entitled to receive a partnership management fee, payable
from operations and reserves,  in an amount not to exceed the difference between
..375% per annum of Invested Assets (as defined in the Partnership Agreement) and
the local administrative fee payable to the 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.



                                       38
<PAGE>

                       PATRIOT TAX CREDIT PROPERTIES L.P.
                             (a limited partnership)
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2004



NOTE 4 - Investment in Property

The Partnership's Properties and related debt at March 31 were:
<TABLE>
<CAPTION>
                             Net Investment in Property   Mortgage Notes Payable
                             --------------------------  -------------------------
Description (a)                 2004          2003          2004          2003
---------------              -----------   -----------   -----------   -----------
<S>                          <C>           <C>           <C>           <C>
Apartment Complexes:

RMB Limited Partnership      $ 2,933,334   $ 3,104,050   $ 4,519,054   $ 4,562,398
  (Hubbard's Ridge)
  Garland, TX
Cutler Canal II                7,875,271     8,131,281     5,675,068     5,733,478
  Associates, Ltd.
  Miami, FL
Diamond Street Venture (b)     1,526,094     1,610,420     2,891,356     2,913,484
  Philadelphia, PA
Papillion Heights              1,437,773     1,490,423     1,183,317       958,143
  Apartments L.P.
  Papillion, NE
Hill Top Homes                 5,531,851     5,717,040     3,109,436     3,207,845
  Apartments
  Limited Partnership
  Arlington, TX
Palm Beach                    27,686,049    28,700,604    23,793,641    24,327,859
  Apartments, Ltd.
  (Summer Creek Villas)
  West Palm Beach, FL
Brookland Park Plaza           3,344,485     3,571,140     2,317,981     2,348,964
  Limited Partnership
  Richmond, VA
Compton Townhouses             1,096,983     1,189,229     1,207,265     1,242,044
                             -----------   -----------   -----------   -----------
  Limited Partnership
  Cincinnati, OH
                             $51,431,840   $53,514,187   $44,697,118   $45,294,215
                             ===========   ===========   ===========   ===========

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

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


                                       39
<PAGE>

                       PATRIOT TAX CREDIT PROPERTIES L.P.
                             (a limited partnership)
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2004



NOTE 5 - Mortgage Notes Payable

Mortgage notes are collateralized by land, buildings and improvements and leases
related thereto. Annual principal payment requirements for each of the next five
years  ending  December  31,  the  date at  which  the  Local  Partnerships  are
reporting, and thereafter are as follows:
<TABLE>
<CAPTION>
                                       Amount
                                    -----------
<S>                                 <C>
2004                                $   925,122
2005                                  3,516,725
2006                                  4,075,260
2007                                  1,138,287
2008                                 22,449,652
Thereafter                           12,592,072
                                    -----------
                                    $44,697,118
                                    ===========
</TABLE>
Mortgage  notes  consist of both first  mortgages  and support loans (second and
third  mortgages).  First  mortgages  amounting to $39,757,118  bear interest at
rates  ranging  from  5.83% to 10.5%  and have  final  maturities  ranging  from
September 1, 2006 to May 1, 2031.  First  mortgages  include  $23,793,641 in the
form of a guaranteed bond bearing interest at 10.451% (including a .125% service
fee payable to an affiliate of the Local General  Partner)  maturing on June 20,
2008.  The support  loans  include  two loans  totaling  $2,440,000  maturing on
December 15, 2014 and December 15, 2029,  the latter of which bears  interest at
1%, and the former being  non-interest  bearing,  and a $2,500,000  loan bearing
interest  at a  maximum  rate  of 9% and  maturing  on  January  16,  2005.  The
$2,500,000  loan includes a base interest rate of 3% and an additional  interest
rate of 6%. The base interest rate is payable  annually from Project Income,  as
defined  in the  loan  agreement,  and can be  deferred  if  Project  Income  is
inadequate.   The  additional  interest  is  payable  from  Project  Income,  if
available,  and only after payment of a cumulative  annual 12% return on capital
to the  limited  partners  of the Local  Partnership.  Currently,  only the base
interest rate is being paid; however, the additional interest of 6% continues to
be accrued in the accompanying consolidated financial statements.

In April 2003,  Papillion  Heights  refinanced  its  outstanding  mortgage  note
payable in the amount of $958,143.  The new mortgage in the amount of $1,197,500
is payable in monthly  installments of $7,679 including  interest at the rate of
5.95% per annum through March 17, 2008 with a balloon  payment of  approximately
$1,078,500 due April 17, 2008.

On December 28, 2001,  Hubbard's Ridge refinanced its outstanding  mortgage note
payable  in the  amount  of  $1,852,154.  The  new  mortgage  in the  amount  of
$4,600,000 is payable in monthly  installments of $31,131 including  interest at
the rate of 7.17% per annum  through  January 1, 2012, at which time the balance
will be due.  Proceeds from the new mortgage were used to pay the prior mortgage
note payable,  repay funds  advanced from the Local General  Partner and General
Partner,  establish  escrows,  pay refinancing  costs and the remaining cash was
available to the  Partnership  in the amount of  approximately  $1,955,000.  The
Partnership used the proceeds to repay affiliates of the General Partner.

At March 31, 2004 and 2003,  the  estimated  fair values of the  mortgage  notes
payable were  approximately  $39,307,053 and  $40,099,970,  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



                                       40
<PAGE>

                       PATRIOT TAX CREDIT PROPERTIES L.P.
                             (a limited partnership)
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2004



necessarily indicative of the amounts that the Local Partnerships would pay upon
maturity or disposition of the loans.

NOTE 6 - Related Parties

During  their  respective   ownership  periods,  the  General  Partner  and  its
affiliates  have  performed  and  will  continue  to  perform  services  for the
Partnership  which  include,  but are not limited to:  accounting  and financial
management,  registrar,  transfer and assignment  functions,  asset  management,
investor communications, printing and other administrative services. The General
Partner   and  its   affiliates   receive   partnership   management   fees  and
reimbursements for general and administrative  costs incurred in connection with
these  services,  the  amount  of  which is  limited  by the  provisions  of the
Partnership  Agreement.  The costs and expenses  incurred to the General Partner
were:
<TABLE>
<CAPTION>
                                       Year Ended March 31,
                              ------------------------------------
                                 2004         2003         2002
                              ----------   ----------   ----------
<S>                           <C>          <C>          <C>
Partnership management fees   $  252,986   $  240,656   $  245,367
Property management fees         159,865      157,983      149,693
Local administrative fees         20,250       20,250       20,250
General and administrative        95,165       85,781       64,867
Interest                         475,640      378,534      365,789
                              ----------   ----------   ----------

                              $1,003,906   $  883,204   $  845,966
                              ==========   ==========   ==========
</TABLE>
The Partnership is dependent upon the support of the General Partner and certain
of its affiliates in order to meet its obligations at the Partnership level. The
General  Partner and these  affiliates  have agreed to continue such support for
the foreseeable future.

During the year ended March 31,  2004,  the General  Partner and its  affiliates
advanced  $1,956,127 to the Partnership and as of March 31, 2004 and 2003, total
advances outstanding are $10,190,654 and $8,234,527,  respectively. The advances
are unsecured, and bear interest at prime +2% and are due on demand.


NOTE 7 - Local General Partners and Affiliates of Local Partnerships

Certain  Local  General  Partners  and their  affiliates  provided  services  in
connection  with the  construction,  financing and  development of the Apartment
Complexes.  Interest  is  accrued  on  certain  loans made by three of the Local
General  Partners  during  the  years  ended  March  31,  2004,  2003 and  2002,
respectively.  Additionally,  during the years  ended March 31,  2004,  2003 and
2002, six of the Local  Partnerships  were managed by a Local General Partner or
its  affiliates  and one Local  Partnership  was managed by an  affiliate of the
General Partner and Local General Partner. The costs were:
<TABLE>
<CAPTION>
                       Year Ended March 31,
                  ------------------------------
                    2004       2003       2002
                  --------   --------   --------
<S>               <C>        <C>        <C>
Interest          $213,634   $199,058   $213,276
Management fees    417,438    415,046    330,218
                  --------   --------   --------

                  $631,072   $614,104   $543,494
                  ========   ========   ========

</TABLE>

                                       41

<PAGE>

                       PATRIOT TAX CREDIT PROPERTIES L.P.
                             (a limited partnership)
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2004



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 Local General Partner of Summer Creek Villas was formerly  obligated to fund
operating  deficits under two separate  operating  deficit guaranty  agreements.
Total  advances  made by the Local General  Partner under the operating  deficit
guaranties totaled $2,742,460.  In addition,  the Local General Partner has made
voluntary  loans in  excess of its  obligations  under  the  guaranties  to fund
operations of $1,645,074, even though as of December 31, 1997, the Local General
Partner was no longer  required to fund  operations  of the Summer Creek Villas.
Additional  voluntary  loans  during the year ended  March 31,  2004 and 2003 of
$2,418,647 and $3,137,720, respectively, have been received from the Partnership
and Palm Beach Investors, L.P. (Washington Mutual).

At both March 31, 2004 and 2003,  development fees of $1,151,510 were payable to
various Local General Partners.


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

Fiscal Year 2004
----------------
<S>                <C>            <C>            <C>            <C>
Total Revenue      $ 2,499,145    $ 2,545,149    $ 2,596,534    $ 3,118,627
Net loss              (799,405)      (832,173)      (904,421)    (1,263,839)

Fiscal Year 2003
----------------

Total Revenue      $ 2,545,134    $ 2,543,989    $ 2,575,969    $ 3,154,183
Net loss              (749,442)      (655,482)      (663,174)    (1,568,901)

</TABLE>
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 2004, the account balances exceeded the FDIC limit.


NOTE 10 -  Commitments and Contingencies

Subsidiary Partnership - Going Concern

Summer Creek Villas Local Partnership
-------------------------------------
Summer Creek  Villas has  experienced  lower than  expected  economic  occupancy
levels  over the  course  of the last  several  years,  which  has  resulted  in
recurring  losses from  operations  and has adversely  affected the liquidity of
Summer Creek  Villas.  Despite an increase in rent levels  during 2003 and 2002,
Summer  Creek  Villas'  operations  are impeded by the  inability to raise rents


                                       42
<PAGE>

                       PATRIOT TAX CREDIT PROPERTIES L.P.
                             (a limited partnership)
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2004



sufficiently  to pay for the operating  and debt costs.  Summer Creek Villas has
been unable to obtain maximum rents as potential  residents are restricted based
on  county  median  income  levels,  which  limit  the  maximum  income  that  a
prospective resident can earn. The Summer Creek Villas has been obligated, since
1996, to repay significant amounts of principal on its mortgage.

During 2002,  in an effort to improve  occupancy,  Summer Creek Villas  invested
funds to improve the  physical  condition  of the  property.  Such  improvements
primarily consisted of painting,  landscaping,  new playgrounds,  and individual
units fixture and finish replacements.

The Local General Partner of Summer Creek Villas was formerly  obligated to fund
operating  deficits under two separate  operating  deficit guaranty  agreements.
Total  advances  made by the Local General  Partner under the operating  deficit
guaranties totaled $2,742,460.  In addition,  the Local General Partner has made
voluntary  loans in  excess of its  obligations  under  the  guaranties  to fund
operations of $1,645,074, even though as of December 31, 1997, the Local General
Partner was no longer required to fund operations of Summer Creek Villas.

Effective  January 1, 1999, Summer Creek Villas entered into a funding agreement
with Palm Beach Investor,  L.P. (the 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 provides for a second series of loans to
Summer  Creek Villas in the years 2002,  2003 and 2004,  in amount not to exceed
$1,500,000 in aggregate.  Although no formal  agreements  have been reached with
the other partners,  additional loans from the Partnership (which is the Class A
limited  partner) are expected to be obtained in accordance with the loans to be
provided  under the funding  agreement.  Loans made in 2003 and 2002 under these
funding agreements to fund operating  deficit's total $2,418,647 and $3,137,720,
respectively.  Of such amounts,  $1,913,331  and  $2,409,305  were loaned by the
Partnership in 2003 and 2002, respectively.

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

During 2003 and 2002, the management agent, an affiliate of Summer Creek Villas,
was  reimbursed  by Summer  Creek  Villas for  operating  advances,  made in the
current and prior years, in the form of  unreimbursed  payroll in the net amount
of $720,678.  As of December  31, 2003 and 2002,  the  management  agent was due
$122,649 and $491,988,  respectively.  The management  agent is not obligated to
provide such advances.

As of March 31, 2004 and 2003, the  consolidated  financial  statements  include
total assets of $29,513,452 and $30,772,961,  respectively, total liabilities of
$40,265,248 and $38,315,144, respectively, and a minority interest of $2,982,210
and $1,935,146, respectively, attributable to this subsidiary.

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



                                       43
<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,  has 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 officer has 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.


                                    PART III

Item 10.  Directors and Executive Officers of the Registrant.

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

The Registrant,  the Registrant's  General Partner and its members and executive
officers, and any persons holding more than ten percent of the Registrant's BUC$
are required to report their initial  ownership of such BUC$ and any  subsequent
changes in that ownership to the Securities and Exchange  Commission on Forms 3,
4 and 5. Such executive  officers,  directors,  and persons who own greater than
ten percent of the  Registrant's  BUC$ are required by  Securities  and Exchange
Commission  regulations to furnish the Registrant  with copies of all Forms 3, 4
and 5 they file.  All of these filing  requirements  were  satisfied on a timely
basis.  In making these  disclosures,  the  Registrant  relied solely on written
representations of the General Partner, and its members and certain officers, if
any, or copies of the reports they have filed with the  Securities  and Exchange
Commission  during  and  with  respect  to its  most  recent  fiscal  year.  The
Partnership  has not adopted a separate code of ethics  because the  Partnership
has no directors or executive officers.  However,  the parent company of Related
Capital Company ("RCC") which controls the General Partner has adopted a code of
ethics. See http://www.chartermac.com

On November 17, 2003,  CharterMac  acquired RCC, which is the indirect parent of
RCC Manager L.L.C., the managing member of the General Partner.  Pursuant to the
acquisition,  CharterMac acquired controlling  interests in the General Partner.
This acquisition did not affect the Registrant or its day-to-day operations,  as
a majority of the General Partner's management team remained unchanged.



                                       44
<PAGE>



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

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

Alan P. Hirmes                      Member, President and Chief
                                    Executive and Financial Officer

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

Denise L. Kiley                     Vice President

Mark J. Schlacter                   Vice President

Marc D. Schnitzer                   Vice President

Glenn F. Hopps                      Treasurer

Teresa Wicelinski                   Secretary

ALAN P. HIRMES,  49, is the sole  stockholder of one of the general  partners of
RCC, the real estate finance affiliate of The Related Companies, L.P. ("TRCLP").
Mr. Hirmes has been a Certified Public  Accountant in New York since 1978. Prior
to joining  Related in October  1983,  Mr.  Hirmes was employed by Wiener & Co.,
certified public accountants.  Mr. Hirmes graduated from Hofstra University with
a Bachelor of Arts  degree.  Mr.  Hirmes also serves on the Board of Trustees of
CharterMac and American Mortgage Acceptance Company ("AMAC").

STUART J. BOESKY,  48, is the sole stockholder of one of the general partners of
RCC, the real estate  finance  affiliate of TRCLP.  Mr.  Boesky  practiced  real
estate  and tax law in New York  City with the law firm of  Shipley &  Rothstein
from 1984  until  February  1986 when he joined  Related.  From 1983 to 1984 Mr.
Boesky  practiced  law with the  Boston  law firm of Kaye,  Fialkow,  Richmond &
Rothstein (which subsequently merged with Strook & Strook & Lavan) and from 1978
to 1980 was a consultant  specializing  in real estate at the accounting firm of
Laventhol & Horwath.  Mr. Boesky graduated from Michigan State University with a
Bachelor of Arts degree and from Wayne State  School of Law with a Juris  Doctor
degree.  He then  received  a Master of Laws  degree  in  Taxation  from  Boston
University  School of Law.  Mr.  Boesky  also serves on the Board of Trustees of
CharterMac and AMAC.

DENISE L. KILEY,  44, is an Executive Vice President and Chief  Underwriter  for
RCC, responsible for overseeing the investment  underwriting and approval of all
multifamily residential properties invested in RCC-sponsored  corporate,  public
and  private  equity  and debt  funds.  Ms.  Kiley is also  responsible  for the
strategic planning and implementation of the firm's mortgage financing programs.
Prior to joining Related in 1990, Ms. Kiley had experience acquiring, financing,
and managing the assets of multifamily residential properties. From 1981 through
1985 she was an auditor  with a national  accounting  firm.  Ms.  Kiley  holds a
Bachelor of Science degree in Accounting  from Boston College and is a Member of
the  Affordable  Housing  Roundtable.  Ms.  Kiley  also  serves  on the Board of
Trustees of CharterMac.

MARK J. SCHLACTER,  53, is a Vice President of Mortgage Acquisitions of RCC, and
has been with Related  since June 1989.  Mr.  Schlacter is  responsible  for the
origination  of Related's  taxable  participating  debt programs and  low-income
housing  tax credit  debt  programs.  Prior to joining  Related,  Mr.  Schlacter
garnered 16 years of direct  real  estate  experience  covering  commercial  and
residential  construction,  single  and  multifamily  mortgage  origination  and
servicing,  commercial mortgage origination and servicing,  multifamily property
acquisition and financing, and multifamily mortgage lending program underwriting
and development. He was a Vice President with Bankers Trust Company from 1986 to



                                       45
<PAGE>

June 1989, and held prior  positions with Citibank,  Anchor Savings Bank and the
Pyramid Companies  covering the 1972-1986 period. Mr. Schlacter holds a Bachelor
of Arts degree in  Political  Science from  Pennsylvania  State  University  and
periodically teaches multifamily  underwriting at the New York University School
of Continuing Education, Real Estate Institute.

MARK D. SCHNITZER, 43, is an Executive Vice President of RCC and Director of the
firm's  Tax  Credit  Acquisitions  Group.  Mr.  Schnitzer  received  a Master of
Business  Administration  degree from The Wharton  School of the  University  of
Pennsylvania  in December 1987, and joined Related in January 1988. From 1983 to
1986,  Mr.  Schnitzer  was a  Financial  Analyst  in the Fixed  Income  Research
department of The First Boston Corporation in New York. Mr. Schnitzer received a
Bachelor of Science degree, summa cum laude, in Business Administration from the
School of  Management at Boston  University.  Mr.  Schnitzer  also serves on the
Board of Trustees of CharterMac.

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

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

Item 11.  Executive Compensation.

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

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.

As of June 2, 2004, Messrs.  Boesky and Hirmes each own directly or beneficially
6.8% of the  economic  interest  in the  General  Partner.  100%  of the  voting
securities are owned by RCC Manager LLC, which is wholly owned by RCC.

As of June 2, 2004, 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, 2004, no limited partner  beneficially owns more than five percent
(5%) of the BUC$ issued by the Registrant.



                                       46
<PAGE>

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 Accountant Fees and Services

Audit Fees
----------
The aggregate fees billed by Reznick,  Fedder and Silverman and their respective
affiliates (collectively,  "Reznick") for professional services rendered for the
audit of our annual  financial  statements for the years ended December 31, 2003
and  2002  and for the  reviews  of the  financial  statements  included  in the
Registrant's  Quarterly  Reports on Form 10-Q for those  years were  $25,000 and
$25,000, respectively.

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

Tax Fees
--------
The aggregate fees billed by Weiser LLP (formerly, Rubin and Katz LLP) and their
respective  affiliates   (collectively,   "Weiser")  for  professional  services
rendered  for the  preparation  of our annual tax  returns  for the years  ended
December 31, 2003 and 2002 were $27,500 and $25,000, respectively.

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

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



                                       47
<PAGE>



                                     PART IV

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

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

         Report of Independent Registered Public Accounting Firm          14

         Consolidated Balance Sheets as of March 31, 2004 and 2003        32

         Consolidated Statements of Operations for the years ended
         March 31, 2004, 2003 and 2002                                    33

         Consolidated  Statements of Changes in Partners'  Capital
         (Deficit) for the years ended March 31, 2004,  2003 and 2002     34

         Consolidated Statements of Cash Flows for the years ended
         March 31, 2004, 2003 and 2002                                    35

         Notes to Consolidated Financial Statements                       36

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

         Report of Independent Registered Public Accounting Firm
         on Schedules                                                     56

         Schedule III - Real Estate and Accumulated Depreciation          57

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




                                       48
<PAGE>


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

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

(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.                                                      50

(31.1)   Certification Pursuant to Rule 13a-14(a) or Rule 15d-14(a).      53

(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).                                                    55

(99.1)   Balance Sheet and Report of Independent Registered Public
         Accounting Firm                                                  59

(b)      Reports on Form 8-K

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

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

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

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



                                       49
<PAGE>


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




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

         RMB Limited Partnership                                       TX
         Culter Canal II Associates, Ltd.                              FL
         Diamond Street Venture                                        PA
         Papillion Heights Apartments L.P.                             MO
         Hill Top Homes Apartments Limited Partnership                 TX
         Palm Beach Apartments, Ltd.                                   FL
         Brookland Park Plaza Limited Partnership                      MD
         Compton Townhouses Limited Partnership                        OH




                                       50
<PAGE>



                                   SIGNATURES
                                   ----------


Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  Registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.


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



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



Date:  June 15, 2004                By: /s/ Alan P. Hirmes
                                        ------------------
                                        Alan P. Hirmes
                                        Member, President and Chief
                                        Executive and Financial Officer



<PAGE>



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


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

                        Member and President
                        (Chief  Executive and Financial Officer)
/s/ Alan P. Hirmes      of RCC Partners 96., L.L.C.
------------------
Alan P. Hirmes                                                     June 15, 2004

                        Member and Executive Vice President
                        (Chief Operating Officer)
/s/ Stuart J. Boesky    of RCC Partners 96., L.L.C.
--------------------
Stuart J. Boesky                                                   June 15, 2004


                        Treasurer
/s/ Glenn F. Hopps      (Chief Accounting Officer)
------------------
Glenn F. Hopps          of  RCC Partners 96., L.L.C.               June 15, 2004



<PAGE>


                                                                    Exhibit 31.1



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


I, Alan P. Hirmes,  Chief Executive  Officer and Chief Financial  Officer of RCC
Partners 96 L.L.C. (the "General  Partner"),  the General Partner of Patriot Tax
Credit Plus L.P. (the "Partnership"), hereby certify that:

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

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

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

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

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

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

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

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


<PAGE>



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

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

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



                           By:/s/ Alan P. Hirmes
                              ------------------
                              Alan P. Hirmes
                              Chief Executive Officer and
                              Chief Financial Officer
                              June 15, 2004


<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.  (the
"Partnership")  on Form 10-K for the period  ending March 31, 2004 as filed with
the  Securities  and  Exchange  Commission  ("SEC")  on  the  date  hereof  (the
"Report"),  I, Alan P.  Hirmes,  Chief  Executive  Officer  and Chief  Financial
Officer of RCC  Partners 96,  L.L.C.,  the General  Partner of the  Partnership,
certify,  pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that:


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


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


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



By:  /s/ Alan P. Hirmes
     ------------------
     Alan P. Hirmes
     Chief Executive Officer and Chief Financial Officer
     June 15, 2004



<PAGE>



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


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


In connection with our audit of the consolidated financial statements of Patriot
Tax Credit Properties L.P. and Subsidiaries  included in this Form 10-K, we have
also audited  supporting  Schedule III for the year ended March 31, 2004. In our
opinion,  based  on our  audit  and  the  reports  of the  other  auditors,  the
consolidated  schedule presents fairly, in all material  respects,  when read in
conjunction with the related consolidated  financial  statements,  the financial
data required to be set forth therein.


REZNICK FEDDER & SILVERMAN


Bethesda, Maryland
May 14, 2004




                                       56
<PAGE>




                       PATRIOT TAX CREDIT PROPERTIES L.P.
                             (a limited partnership)
                                AND SUBSIDIARIES
             SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
                                 MARCH 31, 2004
<TABLE>
<CAPTION>

                                                 Initial Cost to Partnership        Costs Capitalized
                                                 ---------------------------   Subsequent to Acquisition (7)
                                                                Buildings and  -----------------------------
                                  Emcumbrances      Land        Improvements   Improvements  Carrying Costs
                                  ------------   -----------    ------------   ------------  --------------
<S>                               <C>            <C>            <C>            <C>            <C>
Apartment Complexes:

RMB Limited Partnership
  (Hubbard's Ridge) (1)
  Garland, TX                     $ 4,519,054    $   107,237    $   965,136    $ 4,053,296    $   185,180
Cutler Canal II
  Associates, Ltd. (2)
  Miami, FL                         5,675,068        807,071      1,388,350      9,277,084         67,728
Diamond Street Venture (3)
  Philadelphia, PA                  2,891,356          9,729        234,465      2,395,124        273,218
Papillion Heights
  Apartments L.P. (1)
  Papillion, NE                     1,183,317         63,329      1,816,598        259,945         66,552
Hill Top Homes
  Apartments L.P. (1)
  Arlington, TX                     3,109,436        553,841      3,690,150      3,544,302        316,368
Palm Beach Apartments Ltd, (1)
  (Summer Creek Villas)
  West Palm Beach, FL              23,793,641      2,396,876     10,578,563     25,980,637      1,876,795
Brookland Park Plaza L.P. (1)
  Richmond, VA                      2,317,981         50,000        109,850      5,913,667        376,165
Compton Townhouses L.P. (1)
  Cincinnati, OH                    1,207,265         17,550        476,708      1,924,498         28,203
                                  -----------    -----------    -----------    -----------    -----------


                                  $44,697,118    $ 4,005,633    $19,259,820    $53,348,553    $ 3,190,209
                                  ===========    ===========    ===========    ===========    ===========


<CAPTION>
                                                Gross Amounts
                                    at which Carried At Closed Period (5)
                                  -----------------------------------------
                                                Buildings and                  Accumulated
                                     Land        Improvements      Total       Depreciation
                                  -----------    ------------   -----------    ------------
<S>                               <C>            <C>            <C>            <C>
Apartment Complexes:

RMB Limited Partnership
  (Hubbard's Ridge) (1)
  Garland, TX                     $   107,237    $ 5,203,612    $ 5,310,849    $ 2,377,516
Cutler Canal II
  Associates, Ltd. (2)
  Miami, FL                           807,071     10,733,162     11,540,233      3,664,962
Diamond Street Venture (3)
  Philadelphia, PA                      9,729      2,902,807      2,912,536      1,386,440
Papillion Heights
  Apartments L.P. (1)
  Papillion, NE                        63,329      2,143,095      2,206,424        768,651
Hill Top Homes
  Apartments L.P. (1)
  Arlington, TX                       553,841      7,550,820      8,104,661      2,572,811
Palm Beach Apartments Ltd, (1)
  (Summer Creek Villas)
  West Palm Beach, FL               2,396,876     38,435,995     40,832,871     13,146,822
Brookland Park Plaza L.P. (1)
  Richmond, VA                         50,000      6,399,682      6,449,682      3,105,197
Compton Townhouses L.P. (1)
  Cincinnati, OH                       17,550      2,429,409      2,446,959      1,349,976
                                  -----------    -----------    -----------    -----------


                                  $ 4,005,633    $75,798,582    $79,804,215    $28,372,375
                                  ===========    ===========    ===========    ===========


<CAPTION>
                                                               Life on which
                                                              Depreciation in
                                     Date                      Latest income
                                  Construction      Date       Statements are
                                   Completed      Acquired        Computed
                                   ---------      --------    ----------------
<S>                                  <C>            <C>            <C>
Apartment Complexes:

RMB Limited Partnership
  (Hubbard's Ridge) (1)
  Garland, TX                        5/90           12/89            30
Cutler Canal II
  Associates, Ltd. (2)
  Miami, FL                          1/91           1/90             40
Diamond Street Venture (3)
  Philadelphia, PA                   12/90          1/90             40
Papillion Heights
  Apartments L.P. (1)
  Papillion, NE                      12/90          4/90             40
Hill Top Homes
  Apartments L.P. (1)
  Arlington, TX                      12/90          6/90             40
Palm Beach Apartments Ltd, (1)
  (Summer Creek Villas)
  West Palm Beach, FL                8/91           6/90             40
Brookland Park Plaza L.P. (1)
  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,  2004,  the  Registrant  holds a 66.5%  interest  in the Local
    Partnerships of Summer Creek Villas, a 98% interest in Hubbard's Ridge, Hill
    Top Homes and Compton  Townhouses and a 98.99%  interest in Cutler Canal II,
    Diamond Street, Papillion Heights and Brookland Park Plaza.
(5) The cost basis of Land and Buildings and Improvements for federal income tax
    purposes as of December 31, 2002 is $80,614,671.
(6) The Registrant believes the properties are adequately insured.
(7)  Costs  Capitalized  Subsequent  to  Acquisition  included a  write-down  of
     $2,700,000 for Diamond Street Venture recorded as of March 31, 1995.



                                       57
<PAGE>



                       PATRIOT TAX CREDIT PROPERTIES L.P.
                             (a limited partnership)
                                AND SUBSIDIARIES
             SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
                                 MARCH 31, 2004
<TABLE>
<CAPTION>

                                    Cost of Property and Equipment              Accumulated Depreciation
                               ---------------------------------------   ---------------------------------------
                                                            Year  Ended March 31,
                               ---------------------------------------------------------------------------------
Note A - Reconciliation           2004          2003          2002          2004          2003          2002
-----------------------        -----------   -----------   -----------   -----------   -----------   -----------
<S>                            <C>           <C>           <C>           <C>           <C>           <C>
Balance at beginning of year   $79,751,979   $79,712,791   $79,649,910   $26,237,792   $24,091,263   $21,934,135
Additions during year:
Improvements                        52,236        39,188        62,881
Depreciation expense (1)                                                   2,134,583     2,146,529     2,157,128
                               -----------   -----------   -----------   -----------   -----------   -----------

Balance at close of year       $79,804,215   $79,751,979   $79,712,791   $28,372,375   $26,237,792   $24,091,263
                               ===========   ===========   ===========   ===========   ===========   ===========

</TABLE>

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




                                       58
<PAGE>


                                                                    Exhibit 99.1

















                                BALANCE SHEET AND
             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

                             RCC PARTNERS 96, L.L.C.

                                 MARCH 31, 2004





                                       59
<PAGE>



                             RCC Partners 96, L.L.C.

                                TABLE OF CONTENTS




                                                                        PAGE

INDEPENDENT AUDITORS' REPORT                                               3


FINANCIAL STATEMENTS


     BALANCE SHEET                                                         4


     NOTES TO BALANCE SHEET                                                5



                                       60
<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,  2004.  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.  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, 2004, in conformity with  accounting  principles  generally  accepted in the
United States of America.



Bethesda, Maryland
May 14, 2004



                                       61
<PAGE>



                             RCC Partners 96, L.L.C.

                                  BALANCE SHEET

                                 March 31, 2004




                                     ASSETS

<TABLE>
<CAPTION>


<S>                                                                    <C>
Investment in limited partnership                                      $       0
Due from limited partnership                                             914,436
                                                                       ---------

                                                                       $ 914,436
                                                                       =========

                         LIABILITIES AND MEMBERS' EQUITY



Due to affiliate                                                       $ 914,436
Members' equity                                                                0
                                                                       ---------

                                                                       $ 914,436
                                                                       =========
</TABLE>






















        The accompanying notes are an integral part of this balance sheet



                                       62
<PAGE>


                             RCC Partners 96, L.L.C.

                             NOTES TO BALANCE SHEET

                                 March 31, 2004


NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

RCC Partners 96, L.L.C.  (the  "Company")  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. ("Patriot").

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 Related Capital Company  ("RCC")  pursuant to a purchase  agreement
dated as of December 19, 1996 among PBP and its affiliates and RCC.

On November 17, 2003,  CharterMac  acquired RCC, which is the indirect parent of
RCC  Manager  LLC,  the  sole  shareholder  of  the  Company.  Pursuant  to  the
acquisition,  CharterMac  acquired  controlling  interests in the Company.  This
acquisition did not affect Patriot or its day-to-day operations, as the majority
of the Company's management team remained unchanged.

Affiliates of the Company and RCC have had significant  involvement with Patriot
and the Local  Partnerships,  of which five are owned by RCC affiliates.  RCC 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 Patriot  using the equity  method,
whereby  the  Company  adjusts the  investment  cost for its share of  Patriot's
results of operations and for any distributions received or accrued.

The Company regularly  assesses the carrying value of its investment in Patriot.
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
Patriot.

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.



                                       63
<PAGE>



                             RCC Partners 96, L.L.C.

                       NOTES TO BALANCE SHEET - CONTINUED

                                 March 31, 2004



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,  2004,  Patriot  owes the  Company  $914,436  for  partnership
management fees pursuant to the Limited Partnership Agreement.  The Company owes
$914,436 to their affiliates as of March 31, 2004.

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 December 31, 2003                                            $  705,618

Less: Adjustment to estimated realizable value                         (705,618)
                                                                     ----------

Balance - March 31, 2004                                             $        0
                                                                     ==========
</TABLE>




                                       64
<PAGE>



                             RCC Partners 96, L.L.C.

                       NOTES TO BALANCE SHEET - CONTINUED

                                 March 31, 2004


NOTE C -   INVESTMENT IN LIMITED PARTNERSHIP (continued)

The summarized  consolidated  balance sheet at March 31, 2004 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
<S>                                                                <C>
INVESTMENT IN PROPERTY                                             $ 51,431,840

OTHER ASSETS
     Cash and cash equivalents                                        1,216,053
     Cash and cash equivalents, held in escrow                        1,222,301
     Deferred financing costs, net                                    1,302,170
     Other assets                                                       383,808
                                                                   ------------

Total assets                                                       $ 55,556,172
                                                                   ============


                   LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

LIABILITIES
     Mortgage notes payable                                        $ 44,697,118
     Accrued interest payable                                         2,180,744
     Other accrued expenses and liabilities                           2,200,263
     Due to general partners and affiliates of local partnerships     6,378,776
     Development fees payable                                         1,151,510
     Real estate taxes payable                                          174,018
     Due to general partners and its affiliates                      10,190,654
                                                                   ------------

Total liabilities                                                    66,973,083
                                                                   ------------

Minority interest in local partnerships                              (2,796,249)
                                                                   ------------

Partners' capital (deficit)
     Limited partners (38,125 BUC$ issued and outstanding)           (9,326,280)
     General partner (1 BUC$ issued and outstanding)                    705,618
                                                                   ------------

Total partners' capital (deficit)                                    (8,620,662)
                                                                   ------------

Total liabilities and partners' capital (deficit)                  $ 55,556,172
                                                                   ============
</TABLE>

                                       65
<PAGE>



                             RCC Partners 96, L.L.C.

                       NOTES TO BALANCE SHEET - CONTINUED

                                 March 31, 2004


NOTE C - INVESTMENT IN LIMITED PARTNERSHIP (continued)
<TABLE>
<CAPTION>
                      CONSOLIDATED STATEMENT OF OPERATIONS

<S>                                                               <C>
Revenues
     Rental income                                                $   9,876,634
     Other income                                                       870,728
     Interest income                                                     12,093
                                                                  -------------

                                                                     10,759,455

Expenses
     Interest                                                         4,755,090
     Depreciation and amortization                                    2,440,364
     Operating and other                                                921,634
     Taxes and insurance                                              1,501,816
     Repairs and maintenance                                          2,483,200
     General and administrative                                       2,837,480
     Property management fees                                           431,166
     Partnership management fees                                        237,464
                                                                  -------------

     Total expenses                                                  15,608,214
                                                                  -------------

Loss before minority interest                                        (4,848,759)
Minority interest in loss of local partnership                        1,048,921
                                                                  -------------

Net loss                                                          $  (3,799,838)
                                                                  =============
</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.


                                       66