<PAGE>


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

                                    FORM 10-K
(Mark One)

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

For the fiscal year ended March 31, 2001
                                        OR

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

                         Commission File Number 0-24652

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

                  Delaware
--------------------------------------------                      -------
13-3533987
------------------------------------------------------------------
(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:

       Title of Class
       Beneficial Assignment Certificates and Limited Partnership Interests

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

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

                       DOCUMENTS INCORPORATED BY REFERENCE
       None


<PAGE>


                                      -86-
J:\PFK\March\FREE\FREE.DOC


<PAGE>


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



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


<PAGE>


                                     PART I

Item 1.  Business.

General

Freedom Tax Credit Plus L.P. (the  "Partnership") is a limited partnership which
was  formed  under the laws of the State of  Delaware  on August 28,  1989.  The
General  Partners of the  Partnership  are Related  Freedom  Associates  L.P., a
Delaware limited  partnership (the "Related  General  Partner"),  and Freedom GP
Inc., a Delaware  corporation  (the "Freedom  General Partner" and together with
the Related General Partner, the "General Partners"). The general partner of the
Related  General  Partner  is  Related  Freedom   Associates  Inc.,  a  Delaware
corporation.  The  General  Partners  are both  affiliates  of  Related  Capital
Company.  On November 25, 1997,  an  affiliate  of the Related  General  Partner
purchased  100% of the  stock  of the  Freedom  General  Partner.  Prior to such
purchase the Freedom General Partner was an affiliate of Lehman Brothers.

On February 9, 1990, the Partnership commenced a public offering (the
"Offering") of Beneficial Assignment Certificates ("BACs") representing
assignments of limited partnership interests in the Partnership ("Limited
Partnership Interests"), pursuant to a prospectus dated February 9, 1990, as
supplemented by supplements thereto dated December 7, 1990, May 10, 1991, July
10, 1991 and July 23, 1991 (as so supplemented, the "Prospectus").

The Partnership received $72,896,000 of the gross proceeds of the Offering from
4,780 investors, and the Offering was terminated on August 8, 1991. (See Item 8,
"Financial Statements and Supplementary Data," Note 1 of Notes to Consolidated
Financial Statements.)

Investment Objectives

The Partnership was formed to invest as a limited partner in other limited
partnerships ("Local Partnerships"), each of which owns one or more leveraged
low-income multi-family residential complexes ("Apartment Complexes" or
"Properties") that are eligible for the low-income housing tax credit ("Housing
Tax Credit") enacted in the Tax Reform Act of 1986, and some of which may also
be eligible for the historic rehabilitation tax credit ("Historic Tax Credit";
together with Housing Tax Credits, the "Tax Credits"). The Partnership's
investment in each Local Partnership represents 98% to 99% of the partnership
interests in the Local Partnership. As of March 31, 2001, the Partnership had
acquired interests in forty-two Local Partnerships. As of March 31, 2001,
approximately $58,000,000 of net proceeds had been invested in such Local
Partnerships, representing all of the Partnership's net proceeds available for
investment. Subsequent to March 31, 2001 and as of the date of this filing,
there have been no additional investments, nor are any other investments
expected. See Item 2, "Properties," below.

The investment objectives of the Partnership are described below.

1. Entitle qualified BACs holders to Housing Tax Credits over the Credit Period
(as defined below) with respect to each Apartment Complex.

2.  Preserve and protect the Partnership's capital.

3. Participate in any capital appreciation in the value of the Properties and
provide distributions of sale or refinancing proceeds upon the disposition of
the Properties.

4. Allocate passive losses to individual BACs holders to offset passive income
that they may realize from rental real estate investments and other passive
activities, and allocate passive losses to corporate BACs holders to offset
business income.

One of the Partnership's objectives is to entitle qualified BACs holders to
Housing Tax Credits over the period of the Partnership's entitlement to claim
Tax Credits (for each Property, generally ten years from the date of investment
or, if later, the date the Property is leased to qualified tenants; referred to
herein as the "Credit Period"). Each of the Local Partnerships in which the
Partnership has an interest has been allocated by the relevant state credit
agency the authority to recognize Housing Tax Credits during the Credit Period,
provided that the Local Partnership satisfies the rent restriction, minimum
set-aside and other requirements for recognition of the Housing Tax Credits at
all times during such period. Once a Local Partnership has become eligible to
recognize Housing Tax Credits, it may lose such eligibility and suffer an event
of "recapture" if its Property fails to remain in compliance with the Housing
Tax Credit requirements. None of the Local Partnerships in which the Partnership
has acquired an interest has suffered an event of recapture.

Housing Tax Credits with respect to a given Apartment Complex are available for
a ten-year period that commences when the property is leased to qualified
tenants. However, the annual Housing Tax Credits available in the year in which
the Apartment Complex is leased to qualified tenants must be prorated based upon
the months remaining in the year. The amount of the annual Housing Tax Credits
not available in the first year will be available in the eleventh year. Internal
Revenue Code Section 42 regulates the use of the Apartment Complexes as to
occupancy, eligibility, and unit gross rent, among other requirements. Each
Apartment Complex must meet the provisions of these regulations during each of
fifteen consecutive years in order to remain qualified to receive the credits.
Certain Apartment Complexes have extended compliance periods of up to fifty
years.

The Partnership continues to meet its primary objective of generating Housing
Tax Credits. However, there can be no assurance that the Partnership will
continue to achieve any or all of its investment objectives.

The Partnership also continues to meet its objective of allocating passive
losses to individual BACs holders to offset passive income that they may realize
from rental real estate investments and other passive activities, and allocating
passive losses to corporate BACs holders to offset business income.

As of March 31, 2001, cash distributions received from the Local Partnerships
have been relatively immaterial. Management expects that the distributions
received from the Local Partnerships will increase, although not to a level
sufficient to permit cash distributions to BACs holders. The Partnership does
not anticipate providing cash distributions to BACs holders in circumstances
other than refinancings or sales.

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

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

Employees
The Partnership does not have any direct employees. All services are performed
for the Partnership by its General Partners and their affiliates. The General
Partners receive compensation in connection with such activities as set forth in
Items 11 and 13. In addition, the Partnership reimburses the General Partners
and certain of their affiliates for expenses incurred in connection with the
performance by their employees of services for the Partnership in accordance
with the Partnership's Amended and Restated Agreement and Certificate of Limited
Partnership (the "Partnership Agreement").


Item 2.  Properties.

The Partnership holds a 99%, 98.99% and 98% limited partnership interest in
nine, ten and twenty-three Local Partnerships, respectively. Set forth below is
a schedule of these Local Partnerships including certain information concerning
the Apartment Complexes (the "Local Partnership Schedule"). Further information
concerning these Local Partnerships and their Properties, including any
encumbrances affecting the Properties, may be found in Item 14 (a) 2; Schedule
III.

<TABLE>
<CAPTION>


                           Local Partnership Schedule

Name and Location                                      %  of  Units  Occupied  at
                                                    -------------------------------
May 1,
------------------------------------
(Number of Units)                   Date Acquired   2001    2000 1999   1998  1997
-----------------                   -------------   ----    ---- ----   ----  ----


<S>                                 <C>              <C>    <C>    <C>    <C>    <C>
Parkside Townhomes
York, PA (53)                       September 1990   94%    98%   100%   98%    91%

Twin Trees
Layton, UT (43)                     October 1990    100%    98%   100%   93%   100%

Bennion (Mulberry)
Taylorsville, UT (80)               October 1990     94%    90%    98%   99%    99%

Hunters Chase
Madison, AL (91)                    October 1990     95%    89%    95%   94%    97%

Wilshire Park
Huntsville, AL (65)                 October 1990     95%    94%    89%   95%    92%

Bethel Park
Bethel, OH (84)                     October 1990     86%    95%    88%   86%    95%

Zebulon Park
Owensville, OH (66)                 October 1990     97%    96%    85%   89%    88%

Tivoli Place
Murphreesboro, TN (61)              October 1990     88%    95%    98%   98%    97%

Northwood (Hartwood)
Jacksonville, FL (110)              October 1990     95%    96%    97%  100%   100%

Oxford Trace
Aiken, SC (29)                      October 1990     97%    93%    97%   90%   100%

Ivanhoe Apts.
Salt Lake City, UT (19)             January 1991     95%   100%   100%   89%    84%

Washington Brooklyn
Brooklyn, NY (24)                   January 1991    100%   100%   100%  100%    92%

Manhattan B (C.H. Development)
New York, NY (35)                   January 1991     97%    94%    94%  100%   100%

Davidson Court
Staten Island, NY (38)              March 1991      100%    95%    97%   92%    97%

Magnolia Mews
Philadelphia, PA (63)               March 1991      100%   100%   100%  100%    98%

Oaks Village
Whiteville, NC (40)                 March 1991       98%    98%    93%  100%    95%

Greenfield Village
Dunn, NC (40)                       March 1991       95%   100%   100%   98%    98%

Morris Avenue (CLM Equities)
Bronx, NY (58)                      April 1991      100%   100%   100%  100%   100%

Victoria Manor
Riverside, CA (112)                 April 1991      100%    98%    94%   89%    91%

Ogontz Hall
Philadelphia, PA (35)               April 1991      100%    84%    97%   94%    90%

Eagle Ridge
Stoughton, WI (54)                  May 1991         96%    91%    96%   83%    72%

Nelson Anderson
Bronx, NY (81)                      June 1991        98%    99%    97%   98%    99%

Abraham Lincoln Apts.
Irondequoit, NY (69)                September 1991   91%   100%    99%  100%   100%

Wilson Street Apts. (Middletown)
Middletown, PA (44)                 September 1991   91%   100%    98%  100%    96%

Lauderdale Lakes
Lauderdale Lakes, FL (172)          October 1991     95%    94%    94%   98%    98%

Flipper Temple
Atlanta, GA (163)                   October 1991     96%    97%   100%  100%   100%

220 Cooper Street
Camden, NJ (29)                     December 1991    97%   100%    70%  100%    77%

Pecan Creek
Tulsa, OK (47)                      December 1991    98%    98%    91%  100%   100%

Vendome
Brooklyn, NY (24)                   December 1991   100%   100%   100%  100%   100%

Rainer Villas
New Augusta, MS (20)                December 1991   100%   100%   100%  100%   100%

Pine Shadow Apts.
Waveland, MS (48)                   December 1991   100%   100%   100%  100%   100%

Windsor Place
Wedowee, AL (24)                    December 1991   100%   100%   100%  100%   100%

Brookwood Apts.
Foley, AL (38)                      December 1991    95%    97%   100%  100%   100%

Heflin Hills Apts.
Heflin, AL (24)                     December 1991   100%    96%   100%  100%   100%

Shadowood Apts.
Stevenson, AL (24)                  December 1991   100%    91%    96%   92%    92%

Brittany Apts.
DeKalb, MS (25)                     December 1991   100%   100%   100%  100%   100%

Hidden Valley Apts.
Brewton, AL (40)                    December 1991   100%   100%   100%  100%    95%

Westbrook Square
Carthage, MS (32)                   December 1991    88%    91%    91%   97%    88%

Royal Pines Apts. (Warsaw Elderly)
Warsaw, KY (36)                     December 1991   100%   100%   100%  100%   100%

West Hill Square
Gordo, AL (24)                      December 1991   100%   100%   100%  100%   100%

Elmwood Manor
Picayune, MS (24)                   December 1991   100%   100%   100%   96%   100%

Harmony Gate Apts.
Los Angeles, CA (70)                March 1992       97%    96%    94%   97%    94%

</TABLE>


<PAGE>



None of the Local Partnership's assets or revenue balances are greater than 10%
of the total assets or revenue balances.

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

Commercial tenants (to which average rental per square foot applies) comprise
less than 5% of the rental revenues of the Local Partnerships. Rents for the
residential units are determined annually by the U.S. Department of Housing and
Urban Development ("HUD") and reflect increases, if any, in consumer price
indices in various geographic areas.

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

Management of the General Partners periodically reviews the insurance coverage
of the Properties and believes such coverage is adequate.

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

Real estate taxes are calculated using rates and assessed valuations determined
by the township or city in which the Property is located. Such taxes have
approximated 1% of the aggregate cost of the Properties as shown in Schedule III
to the financial statements included herein.

The General Partners generally require that the general partners of the Local
Partnerships ("Local General Partners") undertake an obligation to fund
operating deficits of the Local Partnership (up to a stated maximum amount)
during a limited period of time (typically three to five years) following the
achievement of break-even operations ("Operating Deficit Guarantees"). Under the
terms of the Operating Deficit Guarantees, amounts funded are treated as
operating loans which do not bear interest and which will be repaid only out of
50% of available cash flow or out of available net sale or refinancing proceeds.
As of March 31, 2001, all Operating Deficit Guarantees have expired and $319,638
of operating loans are outstanding. In cases where the General Partners deem it
appropriate, the obligations of a Local General Partner under the Operating
Deficit Guarantees have been secured by letters of credit and/or cash escrow
deposits.

Item 3.  Legal Proceedings.

None.

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

None.

                                     PART II

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

As of March 31, 2001, the Partnership had issued and has outstanding 72,896
Limited Partnership Interests, each representing a $1,000 capital contribution
to the Partnership, or an aggregate capital contribution of $72,896,000. All of
the issued and outstanding Limited Partnership Interests have been issued to
Freedom Assignor Inc. (the "Assignor Limited Partner"), which has in turn issued
72,896 BACs to the purchasers thereof for an aggregate purchase price of
$72,896,000. Each BAC represents all of the economic and virtually all of the
ownership rights attributable to a Limited Partnership Interest held by the
Assignor Limited Partner. BACs may be converted into Limited Partnership
Interests at no cost to the holder (other than the payment of transfer costs not
to exceed $100), but Limited Partnership Interests so acquired are not
thereafter convertible into BACs. As of May 7, 2001, the Partnership has 4,103
registered holders of an aggregate of 72,896 BACs.

Neither the BACs nor the Limited Partnership Interests are traded on any
established trading market. The Partnership does not intend to include the BACs
for quotation on NASDAQ or for listing on any national or regional stock
exchange or any other established securities market. The Revenue Act of 1987
contained provisions which have an adverse impact on investors in "publicly
traded partnerships." Accordingly, the General Partners have imposed
restrictions limiting the transferability of the BACs and the Limited
Partnership Interests in secondary market transactions. These restrictions
should prevent a public trading market from developing that would adversely
affect the ability of an investor to liquidate his or her investment quickly. It
is expected that such procedures will remain in effect until such time, if ever,
as further revision of the Revenue Act of 1987 may permit the Partnership to
lessen the scope of the restrictions.

All of the Partnership's general partnership interests, representing an
aggregate capital contribution of $2,000, are held by the two General Partners.

There are no material restrictions in the Partnership Agreement on the ability
of the Partnership to make distributions. The Partnership has made no
distributions to the BACs holders as of March 31, 2001. The Partnership does not
anticipate providing cash distributions to its BACs holders other than from net
refinancing or sales proceeds.

Item 6.  Selected Financial Data.

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


                                                                    For the Years
                       ended March 31,
OPERATIONS
----------             --------     --------     --------    --------
                       2001         2000         1999        1998         1997
                       -----------  -----------  ----------- -----------  ----
<S>                    <C>          <C>          <C>         <C>          <C>
Revenues               $14,946,838  $            $           $            $
                                     14,333,134   13,968,742  13,504,955   13,270,634
Expenses               (19,238,172) (18,617,952) (18,748,002)(18,672,456) (18,666,634)
Loss on impairment
  of assets
                       ---          -------      ----------------
                        (2,065,000)    (500,000)           0  (1,100,000)           0
                        ----------     --------            -  ----------            -

Loss before             (6,356,334)  (4,784,818)  (4,779,260) (6,267,501)  (5,396,000)
  minority interest
  and extraordinary
  item
Minority interest
                       --------     --------     --------    --------
                            48,280       50,054       50,809      69,986       59,470
                            ------       ------       ------      ------       ------

Loss before             (6,308,054)  (4,734,764)  (4,728,451) (6,197,515)  (5,336,530)
  extraordinary item
Extraordinary item
  - forgiveness of
  indebtedness
  income                         0            0            0           0       87,262
                                 -            -            -           -       ------

Net loss               $            $            $           $            $
                        ==           ==           ==          ==
                        (6,308,054)  (4,734,764)  (4,728,451) (6,197,515)  (5,249,268)
                        ==========   ==========   ==========  ===========  ==========

Per  BAC:
Loss before            $            $            $           $            $
  extraordinary item         (85.67)      (64.30)      (64.22)     (84.17)      (72.48)

Extraordinary item
                               0.00         0.00         0.00        0.00         1.19
                               ----         ----         ----        ----         ----

Net loss               $            $            $           $            $
                       ==========   ==========    ==========  ==========
                             (85.67)      (64.30)      (64.22)     (84.17)      (71.29)
                             =======      =======      ======      =======      ======


                       March 31,
OPERATIONS
----------             --------     --------     --------    --------
                       2001         2000         1999        1998         1997
                       -----------  -----------  ----------- -----------  ----

Total assets           $100,937,211 $107,181,062 $111,946,154$116,339,040 $122,394,464
                       ============  ===========  =========== ===========  ===========

Mortgage notes         $            $69,914,088  $           $            $
                       ===           ==========   ==          ==
  payable               69,021,892                70,447,844  71,068,616   71,673,532
                        ==========                ==========  ==========   ==========

Total liabilities      $            $79,522,764  $           $            $
                       ===           ==========   ==          =
                        79,602,583                79,491,693  79,548,347   79,120,739
                        ==========                ==========  ==========   ==========

Total partners'        $            $19,669,754  $           $            $
                       ===           ==========   ==          =
  capital               13,357,152                24,407,636  29,133,636   35,327,274
                        ==========                ==========  ==========   ==========

</TABLE>

<PAGE>


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

Liquidity and Capital Resources

General

During the year ended March 31, 2001, the primary sources of liquidity included
working capital, interest earned on working capital, and distributions received
from the Local Partnerships. None of these sources generated substantial amounts
of funds.

Working capital of approximately $39,000 (unconsolidated) remains as of March
31, 2001. It is used to pay operating expenses of the Partnership, including
Partnership management fees payable to the General Partners and advances to
Local Partnerships if warranted. The Partnership is dependent upon the support
of the General Partners and certain of its affiliates in order to meet its
obligations at the Partnership level. The General Partners and these affiliates
have agreed to continue such support for the next year.

During the fiscal year ended March 31, 2001, cash and cash equivalents of the
Partnership and its forty-two Local Partnerships increased approximately
$188,000 primarily due to cash provided by operating activities ($1,648,000) and
a net increase in due to local general partners and affiliates relating to
investing and financing activities ($166,000) which exceeded capital
improvements ($771,000) and repayments of mortgage loans ($892,000). Included in
the adjustments to reconcile the net loss to cash provided by operating
activities is depreciation and amortization ($5,104,000) and a loss on
impairment of assets ($2,065,000).

During the years ended March 31, 2001 ("Fiscal Year 2001"), March 31, 2000
("Fiscal Year 2000") and March 31, 1999 ("Fiscal Year 1999") the amounts
received from the Local Partnerships were $26,796, $24,406 and $16,630,
respectively. Cash distributions from Local Partnerships are not expected to
reach a level sufficient to permit cash distributions to BACs holders. These
distributions, as well as the working capital referred to in the paragraph
above, will be used to meet the operating expenses of the Partnership.

Partnership management fees owed to the General Partners amounting to
approximately $4,180,000 and $3,504,000 were accrued and unpaid as of March 31,
2001 and 2000, respectively. Without the General Partner's continued accrual
without payment, the Partnership will not be in a position to meet its
obligations. The General Partners have continued allowing the accrual without
payment of these amounts but are under no obligation to continue to do so.

Effective January 1, 1999 the State of California now requires owners of a
property benefiting from FHA insured mortgages under Section 236 or 221(a)(3) to
provide a nine month notice of contract termination or prepayment of the FHA
insured loan. In addition, the owner must offer the properties for sale to those
entities who agree to maintain the property as affordable housing.

On October 20, 1999 President Clinton signed the Fiscal Year 2000 VA, the HUD
Independent Agencies Appropriations Act (the "Appropriations Act"). The
Appropriations Act contains revisions to the HUD Mark-to-Market Program and
other HUD programs concerning the preservation of the HUD housing stock. On
December 29, 1999 HUD issued Notice H99-36 addressing "Project Based Section 8
Contracts Expiring in Fiscal Year 2000," reflecting the changes in the
Appropriations Act and superceding earlier HUD Notices 98-34, 99-08, 99-15,
99-21 and 99-32. Notice 99-36 clarifies many of the earlier uncertainties with
respect to the earlier HUD Section 8 Mark-to-Market Programs and continued the
Mark-to-Market Program which allows owners with Section 8 contracts to increase
the rents to market levels where contract rents are currently below market. As
of March 31, 2001, none of the Local Partnerships have opted to enter the
Mark-to-Market Program and therefore this has no impact on the Partnership.

For a discussion of contingencies affecting a certain Local Partnership, see
"Results of Operations of a Certain Local Partnership" below. Since the maximum
loss the Partnership would be liable for is its net investment in the Local
Partnerships, the resolution of the existing contingencies is not anticipated to
impact future results of operations, liquidity or financial condition in a
material way. However, the Partnership's loss of its investment in a Local
Partnership would eliminate the ability to generate future Housing Tax Credits
from such Local Partnership and may also result in recapture of Housing Tax
Credits if the investment is lost before the expiration of the Credit Period.

Except as described above, management is not aware of any trends or events,
commitments or uncertainties, which have not otherwise been disclosed, that will
or are likely to impact liquidity in a material way. Management believes the
only impact would be from laws that have not yet been adopted. The portfolio is
diversified by the location of the properties around the United States so that
if one area of the country is experiencing downturns in the economy, the
remaining properties in the portfolio may not be affected. However, the
geographic diversification of the portfolio may not protect against a general
downturn in the national economy. The Partnership has fully invested the
proceeds of its offering in 42 Local Partnerships, all of which have their
Housing Tax Credits in place. The Housing Tax Credits are attached to the
project for a period of ten years and are transferable with the property during
the remainder of the ten year period. If trends in the real estate market
warranted the sale of a property, the remaining Housing Tax Credits would
transfer to the new owner, thereby adding significant value to the property on
the market.

Results of Operations

In accordance with Statement of Financial Accounting Standards ("SFAS") No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed Of", the Partnership is required to review long-lived assets and
certain identifiable intangibles for impairment whenever events or changes in
circumstances indicate that the book value of an asset may not be recoverable.
The Partnership periodically compares the carrying value of its Properties to
its estimate of the sum of undiscounted future cash flows and the fair value of
remaining Tax Credits, to determine if the carrying value of the Property is
impaired. If the Property is considered impaired based on this analysis, an
impairment loss is recorded in order to write down the Property to its fair
value. The determination of fair value is based not only upon future cash flows,
which rely upon estimates and assumptions including expense growth, occupancy
and rental rates, but also upon market capitalization and discount rates as well
as other market indicators. The General Partners believe that the estimates and
assumptions used are appropriate in evaluating the carrying amount of the
Partnership's interest in the Properties. 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. During the year ended March 31, 2001, there was a
$2,065,000 loss on the impairment of two assets. During the period March 31,
1998 through March 31, 2001, the Partnership has recorded $3,665,000 of losses
on impairment of assets.

The following is a summary of the results of operations of the Partnership for
the fiscal years ended March 31, 2001, 2000 and 1999.

The Partnership's primary source of income continues to be rental income with
the corresponding expenses being divided among operations, depreciation, and
mortgage interest.

Rental income is recognized as rent becomes due. Rental payments received in
advance are deferred until earned. The Partnership received rental subsidies
which amounted to approximately $2,904,000, $2,827,000 and $2,737,000 for the
years ended March 31, 2001, 2000 and 1999, respectively. The related rental
subsidy programs have expiration dates that either expire subsequent to the year
2001 or terminate upon total disbursement of the assistance obligation.


2001 vs. 2000

Rental income increased approximately 3% for the year ended March 31, 2001 as
compared to 2000 primarily due to rental increases.

Other increased approximately $266,000 for the year ended March 31, 2001 as
compared to 2000 primarily due to the underaccrual of interest income for the
years ended December 31, 1999 and prior at one Local Partnership.

No major expense categories, excluding the loss on impairment of assets, changed
more than 8% for the year ended March 31, 2001 as compared to 2000.


2000 vs. 1999

Rental income increased approximately 2% for the year ended March 31, 2000 as
compared to 1999 primarily due to rental rate increases.

No major expense categories, excluding the loss on impairment of assets, changed
more than 5% for the year ended March 31, 2000 as compared to 1999.

Other

The Partnership continues to meet its primary objective of generating Housing
Tax Credits. Housing Tax Credits are generated by a Property over a ten-year
period commencing as each Property is leased to qualified tenants. During the
years ended March 31, 2001, 2000 and 1999, the Housing Tax Credits received by
the Partnership totaled $11,106,285, $11,200,999 and $11,200,999, respectively.
Based on the fact that certain Local Partnerships' tax credits will be expiring
in the year 2001, the Partnership expects the total Tax Credits to be received
to be less than those of prior years.

The Partnership's investments as limited partners in the Local Partnerships are
subject to the risks incident to the management and ownership of improved real
estate. The Partnership's investments also could be adversely affected by poor
economic conditions generally, which could increase vacancy levels, rental
payment defaults and operating expenses, any or all of which could threaten the
financial viability of one or more of the Local Partnerships.

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

The Local Partnerships are impacted by inflation in several ways. Inflation
generally allows for increases in rental rates to reflect the impact of higher
operating and replacement costs. Inflation also affects the Local Partnerships
adversely by increasing operating costs as a result of higher costs of such
items as fuel, utilities and labor. However, continued inflation may result in
appreciated values of the Local Partnerships' Apartment Complexes over a period
of time as rental revenues and replacement costs continue to increase.

The Partnership does not anticipate that it will be in a position to make cash
distributions at any time prior to the disposition of the Properties. If
distributions of operating cash flow are made, it is expected that they will be
limited. As of March 31, 2001, no such distributions have been made.

Item 7a. Quantitative and Qualitative Disclosures about Market Risk.

The Partnership is not exposed to market risk since its mortgage indebtedness
bears fixed rates of interest.



<PAGE>


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

         Independent Auditors' Reports                                        16

         Consolidated Balance Sheets as of March 31, 2001 and 2000            87

         Consolidated  Statements  of  Operations  for the years  ended
         March 31, 2001, 2000 and 1999                                        88

         Consolidated   Statements  of  Changes  in  Partners'  Capital
         (Deficit) for the years ended March 31, 2001, 2000 and 1999          89

         Consolidated Statements of Cash Flows for the years ended
         March 31, 2001, 2000 and 1999                                        90

         Notes to Consolidated Financial Statements                           92



<PAGE>


                          INDEPENDENT AUDITORS' REPORT




The Partners
Freedom Tax Credit Plus L.P.:



We have audited the accompanying consolidated balance sheets of Freedom Tax
Credit Plus L.P. and consolidated partnerships as of March 31, 2001 and 2000,
and the related consolidated statements of operations, changes in partners'
capital (deficit), and cash flows for each of the years in the three-year period
ended March 31, 2001. In connection with our audits of the consolidated
financial statements, we also have audited the financial statement schedules.
These consolidated financial statements and the financial statement schedules
are the responsibility of the Partnership's management. Our responsibility is to
express an opinion on these consolidated financial statements and the financial
statement schedules based on our audits. We did not audit the financial
statements of 26 and 18 of the consolidated partnerships, which statements
reflect combined assets constituting 44% and 48% as of March 31, 2001 and 2000,
and combined revenues constituting 47%, 37% and 42% for 2001, 2000 and 1999,
respectively, of the related consolidated totals. Those statements were audited
by other auditors whose reports have been furnished to us, and our opinion,
insofar as it relates to the amounts included for those partnerships, is based
solely on the reports of the other auditors.

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 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 Freedom Tax Credit Plus L.P. and
consolidated partnerships as of March 31, 2001 and 2000, and the results of
their operations and their cash flows for each of the years in the three-year
period ended March 31, 2001, in conformity with accounting principles generally
accepted in the United States of America. Also in our opinion, the related
financial statement schedules, when considered in relation to the basic
consolidated financial statements taken as a whole, present fairly, in all
material respects, the information set forth therein.


/s/ KPMG LLP


New York, New York
May 18, 2001



<PAGE>



[Letterhead of McKonly & Asbury LLP]

INDEPENDENT AUDITOR'S REPORT

The Partners of
Parkside Townhomes Associates
Lancaster, Pennsylvania

We have audited the accompanying balance sheets of Parkside Townhomes Associates
(a limited partnership), as of December 31, 1999 and 1998, and the related
statements of income, 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 generally accepted auditing standards
and Government Auditing Standards issued by the Comptroller General of the
United States. Those standards require that we plan and perform the 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 Parkside Townhomes Associates
at December 31, 1999 and 1998, and its income, partners' equity, and cash flows
for the years then ended in conformity with generally accepted accounting
principles.

In accordance with Government Auditing Standards and Pennsylvania Housing
Finance Agency's HOMES Financial Reporting Manual, we have also issued a report
dated February 11, 2000 on our consideration of Parkside Townhomes Associates
internal control over financial reporting and our tests of its compliance with
certain provisions of laws, regulations, contracts, and grants.

/s/ McKonly & Asbury LLP
Harrisburg, Pennsylvania
February 11, 2000


<PAGE>



INDEPENDENT ACCOUNTANTS' REPORT

To the Partners of
Ivanhoe Apartments Limited Partnership

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

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit 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 Ivanhoe Apartments Limited
Partnership at December 31, 2000 and 1999, and the results of its operations and
cash flows for the years then ended, in conformity with generally accepted
accounting principles.

/s/ Lake, Hill & Myers
Salt Lake City, Utah
January 24, 2001




<PAGE>



INDEPENDENT ACCOUNTANTS' REPORT

To the Partners of
Ivanhoe Apartments Limited Partnership

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

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit 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 Ivanhoe Apartments Limited
Partnership at December 31, 1999 and 1998, and the results of its operations and
cash flows for the years then ended, in conformity with generally accepted
accounting principles.

/s/ Lake, Hill & Myers
Salt Lake City, Utah
January 13, 2000




<PAGE>



[Letterhead of Friedman Alpren & Green LLP]

INDEPEDENT AUDITOR'S REPORT

TO THE PARTNERS OF WASHINGTON BROOKLYN LIMITED PARTNERSHIP

We have audited the accompanying balance sheet of WASHINGTON BROOKLYN LIMITED
PARTNERSHIP as of December 31, 2000, and the related statements of operations,
changes in partners' capital and cash flows for the year then ended. These
financial statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

We conducted our audit in accordance with 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 WASHINGTON BROOKLYN LIMITED
PARTNERSHIP as of December 31, 2000, and the results of its operations and its
cash flows for the year then ended in conformity with accounting principles
generally accepted in the United States of America.

/s/ Friedman Alpren & Green LLP
New York, New York
February 20, 2001




<PAGE>



[Letterhead of Friedman Alpren & Green LLP]

INDEPEDENT AUDITOR'S REPORT

TO THE PARTNERS OF WASHINGTON BROOKLYN LIMITED PARTNERSHIP

We have audited the accompanying balance sheet of WASHINGTON BROOKLYN LIMITED
PARTNERSHIP as of December 31, 1999, and the related statements of operations,
changes in partners' capital and cash flows for the year then ended. These
financial statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

We conducted our audit in accordance with generally accepted auditing standards.
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 WASHINGTON BROOKLYN LIMITED
PARTNERSHIP as of December 31, 1999, and the results of its operations and its
cash flows for the year then ended in conformity with generally accepted
accounting principles.

/s/ Friedman Alpren & Green LLP
New York, New York
January 28, 2000




<PAGE>



[Letterhead of Friedman Alpren & Green LLP]

INDEPEDENT AUDITOR'S REPORT

TO THE PARTNERS OF WASHINGTON BROOKLYN LIMITED PARTNERSHIP

We have audited the accompanying balance sheet of WASHINGTON BROOKLYN LIMITED
PARTNERSHIP as of December 31, 1998, and the related statements of operations,
changes in partners' capital and cash flows for the year then ended. These
financial statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

We conducted our audit in accordance with generally accepted auditing standards.
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 WASHINGTON BROOKLYN LIMITED
PARTNERSHIP as of December 31, 1998, and the results of its operations and its
cash flows for the year then ended in conformity with generally accepted
accounting principles.

/s/ Friedman Alpren & Green LLP
New York, New York
January 15, 1999



<PAGE>



[Letterhead of Richard J. Klinkowitz]

To the Partners C-H DEVELOPMENT GROUP ASSOCIATES (A LIMITED PARTNERSHIP) 625
Madison Avenue New York, New York 10022

Gentlemen:

I have audited the accompanying balance sheet of C-H DEVELOPMENT GROUP
ASSOCIATES (a New York Limited Partnership) as of December 31, 2000 and the
related statement of operations, partners' equity and cash flows for the year
then ended. These financial statements are the responsibility of the
Partnership's management. My responsibility is to express an opinion on these
financial statements based on the audit.

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

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of C-H DEVELOPMENT GROUP ASSOCIATES as
of December 31, 2000 and the results of its operations and its cash flows for
the year then ended in conformity with generally accepted accounting principles.

Respectfully submitted,

/s/ Richard J. Klinkowitz
Far Rockaway, New York
February 22, 2001


<PAGE>



[Letterhead of Richard J. Klinkowitz]

To the Partners C-H DEVELOPMENT GROUP ASSOCIATES (A LIMITED PARTNERSHIP) 625
Madison Avenue New York, New York 10022

Gentlemen:

I have audited the accompanying balance sheet of C-H DEVELOPMENT GROUP
ASSOCIATES (a New York Limited Partnership) as of December 31, 1999 and the
related statement of operations, partners' equity and cash flows for the year
then ended. These financial statements are the responsibility of the
Partnership's management. My responsibility is to express an opinion on these
financial statements based on the audit.

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

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of C-H DEVELOPMENT GROUP ASSOCIATES as
of December 31, 1999 and the results of its operations and its cash flows for
the year then ended in conformity with generally accepted accounting principles.

Respectfully submitted,

/s/ Richard J. Klinkowitz
Far Rockaway, New York
February 20, 2000




<PAGE>



[Letterhead of Richard J. Klinkowitz]

To the Partners C-H DEVELOPMENT GROUP ASSOCIATES (A LIMITED PARTNERSHIP) 625
Madison Avenue New York, New York 10022

Gentlemen:

I have audited the accompanying balance sheet of C-H DEVELOPMENT GROUP
ASSOCIATES (a New York Limited Partnership) as of December 31, 1998 and the
related statement of operations, partners' equity and cash flows for the year
then ended. These financial statements are the responsibility of the
Partnership's management. My responsibility is to express an opinion on these
financial statements based on the audit.

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

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of C-H DEVELOPMENT GROUP ASSOCIATES as
of December 31, 1998 and the results of its operations and its cash flows for
the year then ended in conformity with generally accepted accounting principles.

Respectfully submitted,

/s/ Richard J. Klinkowitz
Far Rockaway, New York
February 22, 1999



<PAGE>



[Letterhead of Reznick Fedder & Silverman]

INDEPENDENT AUDITORS'REPORT

To the Partners Davidson Court, L.P.

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

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits 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 Davidson Court, L.P., as of
December 31, 2000 and 1999, and the results of its operations, the changes in
partners' equity (deficit) and its cash flows for the years then ended in
conformity with generally accepted accounting principles.

/s/ Reznick Fedder & Silverman
Bethesda, Maryland
February 1, 2001




<PAGE>



[Letterhead of Reznick Fedder & Silverman]

INDEPENDENT AUDITORS'REPORT

To the Partners Davidson Court, L.P.

We have audited the accompanying balance sheets of Davidson Court, L.P. as of
December 31, 1999 and 1998, and the related statements of operations, partners'
equity and cash flows for the year then ended. These financial statements are
the responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits 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 Davidson Court, L.P., as of
December 31, 1999 and 1998, and the results of its operations, the changes in
partners' equity and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

/s/ Reznick Fedder & Silverman
Boston, Massachusetts
January 24, 2000


<PAGE>



[Letterhead of Haefele, Flanagan & Co., p.c.]

INDEPENDENT AUDITORS' REPORT

To the Partners
Magnolia Mews Limited Partnership
Philadelphia, Pennsylvania

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

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our 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 MAGNOLIA MEWS LIMITED
PARTNERSHIP as of December 31, 2000, and the results of its operations, changes
in partners' equity and its cash flows for the year then ended in conformity
with generally accepted accounting principles.

/s/ Haefele, Flanagan & Co., p.c.
Moorestown, New Jersey
January 26, 2001



<PAGE>



[Letterhead of Haefele, Flanagan & Co., p.c.]

INDEPENDENT AUDITORS' REPORT

To the Partners
Magnolia Mews Limited Partnership
Philadelphia, Pennsylvania

We have audited the accompanying balance sheet of MAGNOLIA MEWS LIMITED
PARTNERSHIP (a Pennsylvania Limited Partnership) as of December 31, 1998, and
the related statements of operations, partners' equity, and cash flows for the
year then ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our 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 MAGNOLIA MEWS LIMITED
PARTNERSHIP as of December 31, 1998, and the results of its operations and its
cash flows for the year then ended in conformity with generally accepted
accounting principles.

/s/ Haefele, Flanagan & Co., p.c.
Moorestown, New Jersey
January 19, 1999



<PAGE>



[Letterhead of Snipes, Gower & Associates, P.A.]

The Partners
The Oaks Village Limited Partnership
Dunn, North Carolina

We have audited the accompanying balance sheets of The Oaks Village Limited
Partnership, Project No. 38-024-561572445 as of December 31, 2000 and 1999, and
the related statements of operations, partners' equity (deficit), and cash flows
for the years then ended. These financial statements are the responsibility of
the partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing standards
and Government Auditing Standards issued by the Comptroller General of the
United States. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our 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 The Oaks Village Limited
Partnership, Project No. 38-024-561572445 as of December 31, 2000 and 1999, and
the results of its operations, the changes in partners' equity (deficit) and
cash flows for the years then ended in conformity with generally accepted
accounting principles.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on Page 14
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.

In accordance with Government Auditing Standards, we have also issued a report
dated January 29, 2001 on our consideration of The Oaks Village Limited
Partnership's internal control over financial reporting and our tests of its
compliance with certain provisions of laws, regulations, contracts and grants.
This 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.

/s/ Snipes, Gower & Assoc., P.A.
Dunn, North Carolina
January 29, 2001



<PAGE>



[Letterhead of Snipes, Gower & Associates, P.A.]

The Partners
The Oaks Village Limited Partnership
Dunn, North Carolina

We have audited the accompanying balance sheets of The Oaks Village Limited
Partnership, Project No. 38-024-561572445 as of December 31, 1999 and 1998, and
the related statements of operations, partners' equity (deficit), and cash flows
for the years then ended. These financial statements are the responsibility of
The Oaks Village Limited Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing standards
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 financia I 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 The Oaks Village Limited
Partnership, Project No. 38-024-561572445 as of December 31, 1999 and 1998, and
the results of its operations, the changes in partners' equity (deficit) and
cash flows for the years then ended in conformity with generally accepted
accounting principles.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on Page 14
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.

In accordance with Government Auditing Standards, we have also issued a report
dated January 20, 2000 on our consideration of The Oaks Village Limited
Partnership's internal control and a report dated January 20, 2000 on its
compliance with laws and regulations applicable to the financial statements.

/s/ Snipes, Gower & Assoc., P.A.
Dunn, North Carolina
January 20, 2000





<PAGE>



[Letterhead of Snipes, Gower & Associates, P.A.]

The Partners
Greenfield Village Limited Partnership
Dunn, North Carolina

We have audited the accompanying balance sheets of Greenfield Village Limited
Partnership, RHS Project No.: 38-043-561614646, as of December 31, 2000 and
1999, and the related statements of operations, partners' equity (deficit), and
cash flows for the years then ended. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing standards
and Government Auditing Standards, issued by the Comptroller General of the
United States. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our 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 Greenfield Village Limited
Partnership RHS Project No.: 38-043-561614646 as of December 31, 2000 and 1999,
and the results of its operations, the changes in partners' equity (deficit) and
its cash flows for the years then ended in conformity with generally accepted
accounting principles.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplement information on Page 14 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 whole.

In accordance with Government Auditing Standards, we have also issued a report
dated January 23, 2001 on our consideration of Greenfield Village Limited
Partnership's internal control over financial reporting and our tests of its
compliance with certain provisions of laws, regulations, contracts and grants.
This 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.

/s/ Snipes, Gower & Associates, P.A.
Dunn, North Carolina
January 23, 2001



<PAGE>



[Letterhead of Snipes, Gower & Associates, P.A.]

The Partners
Greenfield Village Limited Partnership
Dunn, North Carolina

We have audited the accompanying balance sheets of Greenfield Village Limited
Partnership, Project No.: 38-043-561614646, as of December 31, 1999 and 1998,
and the related statements of operations, partners' equity (deficit), and cash
flows for the years then ended. These financial statements are the
responsibility of the Greenfield Village Limited Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing standards
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 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 Greenfield Village Limited
Partnership as of December 31, 1999 and 1998, and the results of its operations,
the changes in partners' equity (deficit) and its cash flows for the years then
ended in conformity with generally accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplement information on Page 13 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 whole.

In accordance with Government Auditing Standards, we have also issued a report
dated January 19, 2000 on our consideration of Greenfield Village Limited
Partnership's internal control and a report dated January 19, 2000 on its
compliance with laws and regulations applicable to the financial statements.

/s/ Snipes, Gower & Associates, P.A.
Dunn, North Carolina
January 19, 2000



<PAGE>



[Letterhead of KOCH GERINGER & CO., LLP]

INDEPENDENT Auditor's Report

To the Partners
CLM Equities

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

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our 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 CLM Equities (A Limited
Partnership) as of December 31, 1999 and the results of its operations, changes
in its partners' equity and its cash flows for the year then ended in conformity
with generally accepted accounting principles.

/s/ KOCH GERINGER & CO., LLP
Certified Public Accountants
New York, New York
January 18, 2000




<PAGE>



[Letterhead of KOCH GERINGER & CO., LLP]

INDEPENDENT Auditor's Report

To the Partners
CLM Equities

We have audited the accompanying balance sheet of CLM Equities (A Limited
Partnership) as of December 31, 1998 and the related statements of operations,
changes in partners' equity and cash flows for the year then ended. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

We conducted our audit in accordance with generally accepted auditing standards.
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 CLM Equities (A Limited
Partnership) as of December 31, 1998 and the results of its operations, changes
in its partners' equity and its cash flows for the year then ended in conformity
with generally accepted accounting principles.

/s/ KOCH GERINGER & CO., LLP
Certified Public Accountants
New York, New York
January 15, 1999



<PAGE>



[Letterhead of NANAS, STERN, BIERS, NEINSTEIN AND CO. LLP]

INDEPENDENT AUDITORS' REPORT

The Partners
Victoria Manor Associates
Beverly Hills, California

We have audited the accompanying balance sheet of Victoria Manor Associates (a
California limited partnership), as of December 31, 1999, and the related
statements of partners' equity and cash flows for the year then ended. These
financial statements are the responsibility of the partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our 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 Victoria Manor Associates as of
December 31, 1999, and the results of its operations and its cash flows for the
year then ended in conformity with generally accepted accounting principles.

/s/ Nanas, Stern, Biers, Neinstein and Co. LLP
January 12, 2000
Beverly Hills, California




<PAGE>



[Letterhead of Fishbein & Company, P.C.]

INDEPENDENT AUDITOR'S REPORT
Partners
Ogontz Hall Investors
Philadelphia, Pennsylvania

We have audited the accompanying balance sheets of OGONTZ HALL INVESTORS (A
Limited Partnership), PHFA Project No. 0-0116, as of December 31, 2000 and 1999,
and the related statements of profit and loss, 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 generally accepted auditing standards
and Government Auditing Standards issued by the Comptroller General of the
United States. Those standards require that we plan and perform the 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 Ogontz Hall Investors as of
December 31, 2000 and 1999, and the results of its operations and its cash flows
for the years then ended in conformity with generally accepted accounting
principles.

Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information included in
this report (shown on pages 25 through 31) is presented for purposes of
additional analysis and is not a required part of the basic financial statements
of the Partnership. Such information has been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the financial
statements taken as a whole.

In accordance with Government Auditing Standards, we have also issued a report
dated January 19, 2001, on our consideration of Ogontz Hall Investors' internal
control and a report dated January 19, 2001, on compliance. 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.

/s/ Fishbein & Company, P.C.
Elkins Park, PA
January 19, 2001


<PAGE>



[Letterhead of Fishbein & Company, P.C.]

INDEPENDENT AUDITOR'S REPORT
Partners
Ogontz Hall Investors
Philadelphia, Pennsylvania

We have audited the accompanying balance sheets of OGONTZ HALL INVESTORS (A
Limited Partnership), PHFA Project No. 0-0116, as of December 31, 1999 and 1998,
and the related statements of profit and loss, 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 generally accepted auditing standards
and Government Auditing Standards issued by the Comptroller General of the
United States. Those standards require that we plan and perform the 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 Ogontz Hall Investors as of
December 31, 1999 and 1998, and the results of its operations and its cash flows
for the years then ended in conformity with generally accepted accounting
principles.

Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information included in
this report (shown on pages 25 through 31) is presented for purposes of
additional analysis and is not a required part of the basic financial statements
of the Partnership. Such information has been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the financial
statements taken as a whole.

In accordance with Government Auditing Standards, we have also issued a report
dated January 21, 2000, on our consideration of Ogontz Hall Investors' internal
control structure and a report dated January 21, 2000, on compliance.

/s/ Fishbein & Company, P.C.
Elkins Park, PA
January 21, 2000



<PAGE>



[Letterhead of Virchow, Krause & Company, LLP]

INDEPENDENT AUDITORS' REPORT

To the Partners
Eagle Ridge Limited Partnership
Madison, Wisconsin

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

We conducted our audits in accordance with 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 Eagle Ridge Limited Partnership
as of December 31, 2000 and 1999, and the results of its operations and cash
flows for the years then ended in conformity with accounting principles
generally accepted in the United States of America.

Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information provided, as
identified in the table of contents, 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/ Virchow, Krause & Company, LLP
Madison, Wisconsin
January 18, 2001



<PAGE>



[Letterhead of Virchow, Krause & Company, LLP]

INDEPENDENT AUDITORS' REPORT

To the Partners
Eagle Ridge Limited Partnership
Madison, Wisconsin

We have audited the balance sheets of Eagle Ridge Limited Partnership WHEDA
Project No. 011/001138 as of December 31, 1999 and 1998, and the related
statements of income (loss), 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 generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

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

/s/ Virchow, Krause & Company, LLP
Madison, Wisconsin
January 21, 2000



<PAGE>



[Regen, Benz & MacKenzie, C.P.A's, P.C. Letterhead]

INDEPENDENT AUDITORS' REPORT

To the Partners
Nelson Anderson Affordable Housing
Limited Partnership

We have audited the accompanying balance sheet of Nelson Anderson Affordable
Housing Limited Partnership as of December 31, 1999, and the related statements
of operations, changes in partners' capital and cash flows for the year then
ended. These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
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 Nelson Anderson Affordable
Housing Limited Partnership as of December 31, 1999, and the results of its
operations, the changes in partners' capital and cash flows for the year then
ended, in conformity with generally accepted accounting principles.

/s/ Regen, Benz & MacKenzie
New York, New York
February 25, 2000


<PAGE>



[Letterhead of Insero, Kasperski, Ciaccia & Co., P.C.]

Report of INDEPENDENT Accountants

To the Partners
Conifer Irondequoit Associates
(A Limited Partnership)
Irondequoit, New York

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

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

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

Respectfully Submitted,

/s/ Insero, Kasperski, Ciaccia & Co., P.C.
Rochester, New York
January 23, 2001



<PAGE>



[Letterhead of ZINER, KENNEDY & LEHAN LLP]

INDEPENDENT AUDITORS' REPORT

To the Partners of
Middletown Associates

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

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by the
Partnership's general partners and contracted management agent, as well as
evaluating the overall financial statement presentation. We believe that our
audits 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 Middletown Associates at
December 31, 1999 and 1998, and the results of its operations, changes in
partners' equity and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

/s/ ZINER, KENNEDY & LEHAN LLP
Quincy, Massachusetts
January 15, 2000



<PAGE>



[REZNICK FEDDER & SILVERMAN LETTERHEAD]

INDEPENDENT AUDITORS' REPORT

To the Partners
Flipper Temple Associates, L.P.

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

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

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

Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The supplemental information on pages 23 through 28
is presented for purposes of additional analysis and is not a required part of
the basic financial statements. Such supplemental 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.

In accordance with Government Auditing Standards and the "Consolidated Audit
Guide for Audits of HUD Programs," we have also issued reports dated January 25,
2001 on our consideration of Flipper Temple Associates, L.P.'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
Taxpayer Identification Number: 52-1088612
Bethesda, Maryland
January 25, 2001
Lead Auditor: Robert J. Denmark


<PAGE>



[Letterhead of Heffler, Radetich & Saitta L.L.P]

INDEPENDENT AUDITORS' REPORT

To the Partners of 220 Cooper Street, L.P.

We have audited the accompanying balance sheets of 220 Cooper Street, L.P., as
of December 31, 2000 and 1999, 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 generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of 220 Cooper Street, L.P. as of
December 31, 2000 and 1999, and the results of its operations and its cash flows
for the years then ended, in conformity with generally accepted accounting
principles.

As discussed in Note 1 to the financial statements, an error resulting in
understatement of previously reported interest income was discovered by
management of the Partnership during the current year. Accordingly, an
adjustment has been made to partners' equity as of January 1, 1999, and to
interest income for the year ended December 31, 1999, to correct the error.

/s/ Heffler, Radetich & Saitta L.L.P.
Mount Laurel, NJ
February 9, 2001



<PAGE>



[Letterhead of Reznick Fedder & Silverman]

INDEPENDENT AUDITORS' REPORT

To the Partners of 220 Cooper Street, L.P.

We have audited the accompanying balance sheet of 220 Cooper Street, L.P., as of
December 31, 1998, and the related statements of operations, partners' equity
and cash flows for the year then ended. These financial statements are the
responsibility of the partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our 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 220 Cooper Street, L.P. as of
December 31, 1998, and the results of its operations, the changes in partners'
equity and cash flows for the year then ended, in conformity with generally
accepted accounting principles.

/s/ Reznick Fedder & Silverman
Bethesda, Maryland
January 11, 1999



<PAGE>



[ARCHAMBO, MUEGGENBORG & DICK, INC. LETTERHEAD]

INDEPENDENT AUDITOR'S REPORT

To the Partners
Pecan Creek Limited Partnership
Bartlesville, Oklahoma

We have audited the accompanying balance sheets of Pecan Creek Limited
Partnership, HUD Project No. FHA 118-35121 (a limited partnership), as of
December 31, 2000 and 1999 and the related statements of income, changes in
partners' equity, and cash flows for the years then ended. These financial
statements are the responsibility of the Project's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing standards
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 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 Pecan Creek Limited Partnership
as of December 31, 2000 and 1999, and the results of its operations, changes in
its partners' equity, and cash flows for the years then ended in conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standards and the Consolidated Audit
Guide for Audits of HUD Programs issued by the U.S. Department of Housing and
Urban Development, we have also issued reports dated January 22, 2001 on our
consideration of Pecan Creek Limited Partnership's internal control, on its
compliance with specific requirements applicable to major HUD programs, specific
requirements applicable to nonmajor HUD program transactions, and specific
requirements applicable to Fair Housing and Non-Discrimination. Those reports
are an integral part of an audit performed in accordance with this report in
considering the results of our audit.

Our audits were made for the purpose of forming an opinion on the financial
statements taken as a whole. The supplemental information shown on pages 15-17
and the information transmitted to the Department of Housing and Urban
Development (HUD) is prepared for the purpose of additional analysis and is not
a required part of the financial statements of Pecan Creek Limited Partnership.
Such information has been subjected to the auditing procedures applied in the
audit of the financial statements and, in our opinion, is fairly presented in
all material respects in relation to the financial statements taken as a whole.

/s/ Archambo, Mueggenborg & Dick, Inc.
Deborah E. Mueggenborg, Audit Partner
Certified Public Accountants
73-1439902
Bartsville, Oklahoma
January 22, 2001


<PAGE>



[ARCHAMBO, MUEGGENBORG & DICK, INC. LETTERHEAD]

INDEPENDENT AUDITOR'S REPORT

To the Partners
Pecan Creek Limited Partnership
Bartlesville, Oklahoma

We have audited the accompanying balance sheets of Pecan Creek Limited
Partnership, HUD Project No. FHA 118-35121 (a limited partnership), as of
December 31, 1999 and 1998 and the related statements of income, changes in
partners' equity, and cash flows for the years then ended. These financial
statements are the responsibility of the Project's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing standards
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 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 Pecan Creek Limited Partnership
as of December 31, 1999 and 1998, and the results of its operations, changes in
its partners' equity, and its cash flows for the years then ended in conformity
with generally accepted accounting principles.

In accordance with Government Auditing Standards and the Consolidated Audit
Guide for Audits of HUD Programs issued by the U.S. Department of Housing and
Urban Development, we have also issued reports dated January 25, 2000 on our
consideration of Pecan Creek Limited Partnership's internal control, on its
compliance with specific requirements applicable to major HUD programs, specific
requirements applicable to nonmajor HUD program transactions, and specific
requirements applicable to Fair Housing and Non-Discrimination.

Our audits were made for the purpose of forming an opinion on the financial
statements taken as a whole. The supplemental information shown on pages 16-18
and the information transmitted to the Department of Housing and Urban
Development (HUD) is prepared for the purpose of additional analysis and is not
a required part of the financial statements of Pecan Creek Limited Partnership.
Such information has been subjected to the auditing procedures applied in the
audit of the financial statements and, in our opinion, is fairly presented in
all material respects in relation to the financial statements taken as a whole.

/s/ Archambo, Mueggenborg & Dick, Inc.
Deborah E. Mueggenborg, Audit Partner
Certified Public Accountants
73-143990
Bartsville, Oklahoma
January 25, 2000




<PAGE>



[Letterhead of AGBIMSON & CO., PLLC]

INDEPENDENT AUDITOR'S REPORT

To the Partners
363 Grand Vendome Associates, Limited Partnership

We have audited the accompanying balance sheet of 363 Grand Vendome Associates,
Limited Partnership, as of December 31, 2000, and the related statements of
Loss, Partners' Capital and Cash Flows for the year then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

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

We are unable to obtain adequate support for the carrying value for the building
construction and rehabilitation costs included in the fixed assets at December
31, 2000, which also affected material amounts included in the Statements of
Loss and Partners' Capital for the year then ended as described in Note 10.

In our opinion, except for the effects on the financial statements of such
adjustments, if any, as might have been determined to be necessary had we been
able to examine evidence regarding the carrying value of building and
rehabilitation costs, the financial statements referred to in the first
paragraph above present fairly, in all material respects, the financial position
of 363 Grand Vendome Associates, Limited Partnership, as of December 31, 2000,
and the results of its operations and its cash flows for the year then ended in
conformity with generally accepted accounting principles.

/s/ Agbimson & Co., PLLC
Rockville Centre, New York
February 9, 2001



<PAGE>



[Letterhead of AGBIMSON & CO., PLLC]

INDEPENDENT AUDITOR'S REPORT

To the Partners
363 Grand Vendome Associates, Limited Partnership

We have audited the accompanying balance sheet of 363 Grand Vendome Associates,
Limited Partnership, as of December 31, 1999, and the related statements of
Loss, Partners' Capital and Cash Flows for the year then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

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

We are unable to obtain adequate support for the carrying value for the building
construction and rehabilitation costs included in the fixed assets at December
31, 1999, which also affected material amounts included in the Statements of
Loss and Partners' Capital for the year then ended as described in Note 10.

In our opinion, except for the effects on the financial statements of such
adjustments, if any, as might have been determined to be necessary had we been
able to examine evidence regarding the carrying value of building and
rehabilitation costs, the financial statements referred to in the first
paragraph above present fairly, in all material respects, the financial position
of 363 Grand Vendome Associates, Limited Partnership, as of December 31, 1999,
and the results of its operations and its cash flows for the year then ended in
conformity with generally accepted accounting principles.

/s/ Agbimson & Co., PLLC
Rockville Centre, New York
February 11, 2000



<PAGE>



[Letterhead of AGBIMSON & CO., PLLC]

INDEPENDENT AUDITOR'S REPORT

To the Partners
363 Grand Vendome Associates, Limited Partnership

We have audited the accompanying balance sheet of 363 Grand Vendome Associates,
Limited Partnership, as of December 31, 1998, and the related statements of
Loss, Partners' Capital and Cash Flows for the year then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

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

We are unable to obtain adequate support for the carrying value for the building
construction and rehabilitation costs included in the fixed assets at December
31, 1998, which also affected material amounts included in the Statements of
Loss and Partners' Capital for the year then ended as described in Note 10.

In our opinion, except for the effects on the financial statements of such
adjustments, if any, as might have been determined to be necessary had we been
able to examine evidence regarding the carrying value of building and
rehabilitation costs, the financial statements referred to in the first
paragraph above present fairly, in all material respects, the financial position
of 363 Grand Vendome Associates, Limited Partnership, as of December 31, 1998,
and the results of its operations and its cash flows for the year then ended in
conformity with generally accepted accounting principles.

/s/ Agbimson & Co., PLLC
Rockville Centre, New York
February 10, 1999



<PAGE>


[Letterhead of DONALD W. CAUSEY & ASSOCIATES, P.C.]

INDEPENDENT AUDITORS' REPORT

To the Partners
New Augusta Associates, Ltd.
New Augusta, Mississippi

We have audited the accompanying balance sheets of New Augusta Associates, Ltd.
a limited partnership, RHS Project No.: 28-056-640665470 as of December 31, 2000
and 1999, and the related statements of operations, partners' capital and cash
flows for the years then ended. These financial statements are the
responsibility of the partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted the audits in accordance with generally accepted auditing standards
and Government Auditing Standards issued by the Comptroller General of the
United States, and the U.S. Department of Agriculture, Farmers Home
Administration Audit Program. 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 the 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 New Augusta Associates, Ltd.,
RHS Project No.: 28-056-640665470 as of December 31, 2000 and 1999, and the
results of its operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.

The audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages 10
through 12 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. The supplemental information
presented in the Multiple Family Housing Borrower Balance Sheet (Form FmHA
1930-8) Parts I and II for the year ended December 31, 2000 and 1999, is
presented for purposes of complying with the requirements of the Rural Housing
Services and is also not a required part of the basic financial statements. Such
information has been subjected to the audit procedures applied in the audit of
the basic financial statements and, in our opinion is fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.

In accordance with Government Auditing Standards, we have also issued a report
dated February 19, 2001 on our consideration of New Augusta Associates, Ltd.'s
internal control over financial reporting and on our tests of its compliance
with certain provisions of laws and regulations.

/s/ Donald W. Causey & Associates, P.C.
Gadsden, Alabama
February 19, 2001


<PAGE>


[Letterhead of DONALD W. CAUSEY & ASSOCIATES, P.C.]

INDEPENDENT AUDITORS' REPORT

To the Partners
New Augusta Associates, Ltd.
New Augusta, Mississippi

We have audited the accompanying balance sheets of New Augusta Associates, Ltd.
a limited partnership, RHS Project No.: 28-056-640665470 as of December 31, 1998
and 1997, 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 the audits in accordance with generally accepted auditing standards
and Government Auditing Standards issued by the Comptroller General of the
United States, and the U.S. Department of Agriculture, Farmers Home
Administration Audit Program. 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 the 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 New Augusta Associates, Ltd.,
RHS Project No.: 28-056-640665470 as of December 31, 1998 and 1997, and the
results of its operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.

The audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages 10
through 12 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. The supplemental information
presented in the Multiple Family Housing Borrower Balance Sheet (Form FmHA
1930-8) Parts I and II for the year ended December 31, 1998 and 1997, is
presented for purposes of complying with the requirements of the Rural Housing
Services and is also not a required part of the basic financial statements. Such
information has been subjected to the audit procedures applied in the audit of
the basic financial statements and, in our opinion is fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.

In accordance with Government Auditing Standards, we have also issued a report
dated February 25, 1999 on our consideration of New Augusta Associates, Ltd.'s
internal control over financial reporting and on our tests of its compliance
with certain provisions of laws and regulations.

/s/ Donald W. Causey & Associates, P.C.
Gadsden, Alabama
February 25, 1999


<PAGE>


[Letterhead of DONALD W. CAUSEY & ASSOCIATES, P.C.]

INDEPENDENT AUDITORS' REPORT

To the Partners
Pine Shadow, Ltd.
Waveland, Mississippi

We have audited the accompanying balance sheets of Pine Shadow, Ltd. a limited
partnership, RHS Project No.: 28-023-640661063 as of December 31, 2000 and 1999,
and the related statements of operations, partners' capital and cash flows for
the years then ended. These financial statements are the responsibility of the
partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted the audits in accordance with generally accepted auditing standards
and Government Auditing Standards issued by the Comptroller General of the
United States, and the U.S. Department of Agriculture, Farmers Home
Administration Audit Program. 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 the 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 Pine Shadow, Ltd., RHS Project
No.: 28-023-640661063 as of December 31, 2000 and 1999, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

The audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages 10
through 12 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. The supplemental information
presented in the Multiple Family Housing Borrower Balance Sheet (Form FmHA
1930-8) Parts I and II for the year ended December 31, 2000 and 1999, is
presented for purposes of complying with the requirements of the Rural Housing
Services and is also not a required part of the basic financial statements. Such
information has been subjected to the audit procedures applied in the audit of
the basic financial statements and, in our opinion is fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.

In accordance with Government Auditing Standards, we have also issued a report
dated February 6, 2001 on our consideration of Pine Shadow, internal control
over financial reporting and on our tests of its compliance with certain
provisions of laws and regulations.

/s/ Donald W. Causey & Associates, P.C.
Gadsden, Alabama
February 6, 2001


<PAGE>


[Letterhead of DONALD W. CAUSEY & ASSOCIATES, P.C.]

INDEPENDENT AUDITORS' REPORT

To the Partners
Pine Shadow, Ltd.
Waveland, Mississippi

We have audited the accompanying balance sheets of Pine Shadow, Ltd. a limited
partnership, RHS Project No.: 28-023-640661063 as of December 31, 1998 and 1997,
and the related statements of operations, partners' deficit and cash flows for
the years then ended. These financial statements are the responsibility of the
partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted the audits in accordance with generally accepted auditing standards
and Government Auditing Standards issued by the Comptroller General of the
United States, and the U.S. Department of Agriculture, Farmers Home
Administration Audit Program. 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 the 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 Pine Shadow, Ltd., RHS Project
No.: 28-023-640661063 as of December 31, 1998 and 1997, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

The audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages 10
through 12 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. The supplemental information
presented in the Multiple Family Housing Borrower Balance Sheet (Form FmHA
1930-8) Parts I and II for the year ended December 31, 1998 and 1997, is
presented for purposes of complying with the requirements of the Rural Housing
Services and is also not a required part of the basic financial statements. Such
information has been subjected to the audit procedures applied in the audit of
the basic financial statements and, in our opinion is fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.

In accordance with Government Auditing Standards, we have also issued a report
dated February 25, 1999 on our consideration of Pine Shadow, internal control
over financial reporting and on our tests of its compliance with certain
provisions of laws and regulations.

/s/ Donald W. Causey & Associates, P.C.
Gadsden, Alabama
February 25, 1999


<PAGE>


[Letterhead of DONALD W. CAUSEY & ASSOCIATES, P.C.]

INDEPENDENT AUDITORS' REPORT

To the Partners
Windsor Place, L.P.
Wedowee, Alabama

We have audited the accompanying balance sheets of Windsor Place, L.P. a limited
partnership, RHS Project No.: 01-056-631024917 as of December 31, 2000 and 1999,
and the related statements of operations, partners' capital and cash flows for
the years then ended. These financial statements are the responsibility of the
partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted the audits in accordance with generally accepted auditing standards
and Government Auditing Standards issued by the Comptroller General of the
United States, and the U.S. Department of Agriculture, Farmers Home
Administration Audit Program. 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 the 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 Windsor Place, L.P., RHS
Project No.: 01-056-631024917 as of December 31, 2000 and 1999, and the results
of its operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

The audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages 10
through 13 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. The supplemental information
presented in the Multiple Family Housing Borrower Balance Sheet (Form FmHA
1930-8) Parts I and II for the year ended December 31, 2000 and 1999, is
presented for purposes of complying with the requirements of the Rural Housing
Services and is also not a required part of the basic financial statements. Such
information has been subjected to the audit procedures applied in the audit of
the basic financial statements and, in our opinion is fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.

In accordance with Government Auditing Standards, we have also issued a report
dated February 17, 2001 on our consideration of Windsor Place, L.P., internal
control over financial reporting and on our tests of its compliance with certain
provisions of laws and regulations.

/s/ Donald W. Causey & Associates, P.C.
Gadsden, Alabama
February 17, 2001



<PAGE>


[Letterhead of DONALD W. CAUSEY & ASSOCIATES, P.C.]

INDEPENDENT AUDITORS' REPORT

To the Partners
Windsor Place, L.P.
Wedowee, Alabama

We have audited the accompanying balance sheets of Windsor Place, L.P. a limited
partnership, RHS Project No.: 01-056-631024917 as of December 31, 1998 and 1997,
and the related statements of operations, partners' deficit and cash flows for
the years then ended. These financial statements are the responsibility of the
partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted the audits in accordance with generally accepted auditing standards
and Government Auditing Standards issued by the Comptroller General of the
United States, and the U.S. Department of Agriculture, Farmers Home
Administration Audit Program. 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 the 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 Windsor Place, L.P., RHS
Project No.: 01-056-631024917 as of December 31, 1998 and 1997, and the results
of its operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

The audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages 10
through 13 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. The supplemental information
presented in the Multiple Family Housing Borrower Balance Sheet (Form FmHA
1930-8) Parts I and II for the year ended December 31, 1998 and 1997, is
presented for purposes of complying with the requirements of the Rural Housing
Services and is also not a required part of the basic financial statements. Such
information has been subjected to the audit procedures applied in the audit of
the basic financial statements and, in our opinion is fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.

In accordance with Government Auditing Standards, we have also issued a report
dated February 26, 1999 on our consideration of Windsor Place, L.P., internal
control over financial reporting and on our tests of its compliance with certain
provisions of laws and regulations.

/s/ Donald W. Causey & Associates, P.C.
Gadsden, Alabama
February 26, 1999


<PAGE>


[Letterhead of DONALD W. CAUSEY & ASSOCIATES, P.C.]

INDEPENDENT AUDITORS' REPORT

To the Partners
Brookwood Associates, Ltd.
Foley, Alabama

We have audited the accompanying balance sheets of Brookwood Associates, Ltd., a
limited partnership, RHS Project No.: 01-002-621394754 as of December 31, 2000
and 1999, and the related statements of operations, partners' capital and cash
flows for the years then ended. These financial statements are the
responsibility of the partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted the audits in accordance with generally accepted auditing standards
and Government Auditing Standards issued by the Comptroller General of the
United States, and the U.S. Department of Agriculture, Farmers Home
Administration Audit Program. 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 the 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 Brookwood Associates, Ltd., RHS
Project No.: 01-002-621394754 as of December 31, 2000 and 1999, and the results
of its operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

The audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages 10
through 13 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. The supplemental information
presented in the Multiple Family Housing Borrower Balance Sheet (Form FmHA
1930-8) Parts I and II for the year ended December 31, 2000 and 1999, is
presented for purposes of complying with the requirements of the Rural Housing
Services and is also not a required part of the basic financial statements. Such
information has been subjected to the audit procedures applied in the audit of
the basic financial statements and, in our opinion is fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.

In accordance with Government Auditing Standards, we have also issued a report
dated February 20, 2001 on our consideration of Brookwood Associates, Ltd.,'s
internal control over financial reporting and on our tests of its compliance
with certain provisions of laws and regulations.

/s/ Donald W. Causey & Associates, P.C.
Gadsden, Alabama
February 20, 2001



<PAGE>


[Letterhead of DONALD W. CAUSEY & ASSOCIATES, P.C.]

INDEPENDENT AUDITORS' REPORT

To the Partners
Brookwood Associates, Ltd.
Foley, Alabama

We have audited the accompanying balance sheets of Brookwood Associates, Ltd., a
limited partnership, RHS Project No.: 01-002-621394754 as of December 31, 1998
and 1997, 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 the audits in accordance with generally accepted auditing standards
and Government Auditing Standards issued by the Comptroller General of the
United States, and the U.S. Department of Agriculture, Farmers Home
Administration Audit Program. 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 the 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 Brookwood Associates, Ltd., RHS
Project No.: 01-002-621394754 as of December 31, 1998 and 1997, and the results
of its operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

The audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages 10
through 13 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. The supplemental information
presented in the Multiple Family Housing Borrower Balance Sheet (Form FmHA
1930-8) Parts I and II for the year ended December 31, 1998 and 1997, is
presented for purposes of complying with the requirements of the Rural Housing
Services and is also not a required part of the basic financial statements. Such
information has been subjected to the audit procedures applied in the audit of
the basic financial statements and, in our opinion is fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.

In accordance with Government Auditing Standards, we have also issued a report
dated February 20, 1999 on our consideration of Brookwood Associates, Ltd.,'s
internal control over financial reporting and on our tests of its compliance
with certain provisions of laws and regulations.

/s/ Donald W. Causey & Associates, P.C.
Gadsden, Alabama
February 20, 1999


<PAGE>


[Letterhead of DONALD W. CAUSEY & ASSOCIATES, P.C.]

INDEPENDENT AUDITORS' REPORT

To the Partners
Heflin Hills Apartments, Ltd.
Heflin, Alabama

We have audited the accompanying balance sheets of Heflin Hills Apartments,
Ltd., a limited partnership, RHS Project No.: 01-015-631039371 as of December
31, 2000 and 1999, and the related statements of operations, partners' capital
and cash flows for the years then ended. These financial statements are the
responsibility of the partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted the audits in accordance with generally accepted auditing standards
and Government Auditing Standards issued by the Comptroller General of the
United States, and the U.S. Department of Agriculture, Farmers Home
Administration Audit Program. 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 the 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 Heflin Hills Apartments, Ltd.,
RHS Project No.: 01-015-631039371 as of December 31, 2000 and 1999, and the
results of its operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.

The audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages 10
through 13 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. The supplemental information
presented in the Multiple Family Housing Borrower Balance Sheet (Form FmHA
1930-8) Parts I and II for the year ended December 31, 2000 and 1999, is
presented for purposes of complying with the requirements of the Rural Housing
Services and is also not a required part of the basic financial statements. Such
information has been subjected to the audit procedures applied in the audit of
the basic financial statements and, in our opinion is fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.

In accordance with Government Auditing Standards, we have also issued a report
dated February 19, 2001 on our consideration of Heflin Hills Apartments, Ltd.'s
internal control over financial reporting and on our tests of its compliance
with certain provisions of laws and regulations.

/s/ Donald W. Causey & Associates, P.C.
Gadsden, Alabama
February 19, 2001



<PAGE>


[Letterhead of DONALD W. CAUSEY & ASSOCIATES, P.C.]

INDEPENDENT AUDITORS' REPORT

To the Partners
Heflin Hills Apartments, Ltd.
Heflin, Alabama

We have audited the accompanying balance sheets of Heflin Hills Apartments,
Ltd., a limited partnership, RHS Project No.: 01-015-631039371 as of December
31, 1998 and 1997, 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 the audits in accordance with generally accepted auditing standards
and Government Auditing Standards issued by the Comptroller General of the
United States, and the U.S. Department of Agriculture, Farmers Home
Administration Audit Program. 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 the 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 Heflin Hills Apartments, Ltd.,
RHS Project No.: 01-015-631039371 as of December 31, 1998 and 1997, and the
results of its operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.

The audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages 10
through 13 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. The supplemental information
presented in the Multiple Family Housing Borrower Balance Sheet (Form FmHA
1930-8) Parts I and II for the year ended December 31, 1998 and 1997, is
presented for purposes of complying with the requirements of the Rural Housing
Services and is also not a required part of the basic financial statements. Such
information has been subjected to the audit procedures applied in the audit of
the basic financial statements and, in our opinion is fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.

In accordance with Government Auditing Standards, we have also issued a report
dated February 18, 1999 on our consideration of Heflin Hills Apartments, Ltd.'s
internal control over financial reporting and on our tests of its compliance
with certain provisions of laws and regulations.

/s/ Donald W. Causey & Associates, P.C.
Gadsden, Alabama
February 18, 1999


<PAGE>


[Letterhead of DONALD W. CAUSEY & ASSOCIATES, P.C.]
INDEPENDENT AUDITORS' REPORT

To the Partners
Shadowood Apartments, Ltd.
Stevenson, Alabama

We have audited the accompanying balance sheets of Shadowood Apartments, Ltd., a
limited partnership, RHS Project No.: 01-036-631030182 as of December 31, 2000
and 1999, and the related statements of operations, partners' deficit and cash
flows for the years then ended. These financial statements are the
responsibility of the partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted the audits in accordance with generally accepted auditing standards
and Government Auditing Standards issued by the Comptroller General of the
United States, and the U.S. Department of Agriculture, Farmers Home
Administration Audit Program. 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 the 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 Shadowood Apartments, Ltd., RHS
Project No.: 01-036-631030182 as of December 31, 2000 and 1999, and the results
of its operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

The audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages 10
through 13 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. The supplemental information
presented in the Multiple Family Housing Borrower Balance Sheet (Form FmHA
1930-8) Parts I and II for the year ended December 31, 2000 and 1999, is
presented for purposes of complying with the requirements of the Rural Housing
Services and is also not a required part of the basic financial statements. Such
information has been subjected to the audit procedures applied in the audit of
the basic financial statements and, in our opinion is fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.

In accordance with Government Auditing Standards, we have also issued a report
dated February 24, 2001 on our consideration of Shadowood Apartments, Ltd's.,
internal control over financial reporting and on our tests of its compliance
with certain provisions of laws and regulations.

/s/ Donald W. Causey & Associates, P.C.
Gadsden, Alabama
February 24, 2001



<PAGE>


[Letterhead of DONALD W. CAUSEY & ASSOCIATES, P.C.]
INDEPENDENT AUDITORS' REPORT

To the Partners
Shadowood Apartments, Ltd.
Stevenson, Alabama

We have audited the accompanying balance sheets of Shadowood Apartments, Ltd., a
limited partnership, RHS Project No.: 01-036-631030182 as of December 31, 1998
and 1997, and the related statements of operations, partners' deficit and cash
flows for the years then ended. These financial statements are the
responsibility of the partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted the audits in accordance with generally accepted auditing standards
and Government Auditing Standards issued by the Comptroller General of the
United States, and the U.S. Department of Agriculture, Farmers Home
Administration Audit Program. 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 the 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 Shadowood Apartments, Ltd., RHS
Project No.: 01-036-631030182 as of December 31, 1998 and 1997, and the results
of its operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

The audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages 10
through 13 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. The supplemental information
presented in the Multiple Family Housing Borrower Balance Sheet (Form FmHA
1930-8) Parts I and II for the year ended December 31, 1998 and 1997, is
presented for purposes of complying with the requirements of the Rural Housing
Services and is also not a required part of the basic financial statements. Such
information has been subjected to the audit procedures applied in the audit of
the basic financial statements and, in our opinion is fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.

In accordance with Government Auditing Standards, we have also issued a report
dated February 24, 1998 on our consideration of Shadowood Apartments, Ltd's.,
internal control over financial reporting and on our tests of its compliance
with certain provisions of laws and regulations.

/s/ Donald W. Causey & Associates, P.C.
Gadsden, Alabama
February 24, 1999


<PAGE>


[Letterhead of Donald W. Causey & Associates, P.C.

INDEPENDENT AUDITORS' REPORT

To the Partners
Brittany Associates, L.P.
Dekalb, Ms.

We have audited the accompanying balance sheets of Brittany Associates, L.P., a
limited partnership, RHS Project No.: 28-035-581896085 as of December 31, 2000
and 1999, and the related statements of operations, partners' capital and cash
flows for the years then ended. These financial statements are the
responsibility of the partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted the audits in accordance with generally accepted auditing standards
and Government Auditing Standards issued by the Comptroller General of the
United States, and the U.S. Department of Agriculture, Farmers Home
Administration Audit Program. 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 the 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 Brittany Associates, L.P. RHS
Project No.: 28-035-581896085 as of December 31, 2000 and 1999, and the results
of its operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

The audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages 10
through 12 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. The supplemental information
presented in the Multiple Family Housing Borrower Balance Sheet (Form FmHA
1930-8) Parts I and II for the year ended December 31, 2000 and 1999, is
presented for purposes of complying with the requirements of the Rural Housing
Services and is also not a required part of the basic financial statements. Such
information has been subjected to the audit procedures applied in the audit of
the basic financial statements and, in our opinion is fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.

In accordance with Government Auditing Standards, we have also issued a report
dated February 20, 2001 on our consideration of Brittany Associates, L.P.'s
internal control over financial reporting and on our tests of its compliance
with certain provisions of laws and regulations.

/s/ Donald W. Causey & Associates, P.C.
Gadsden, Alabama
February 20, 2001


<PAGE>


[Letterhead of Donald W. Causey & Associates, P.C.

INDEPENDENT AUDITORS' REPORT

To the Partners
Brittany Associates, L.P.
Dekalb, Ms.

We have audited the accompanying balance sheets of Brittany Associates, L.P., a
limited partnership, RHS Project No.: 28-035-581896085 as of December 31, 1998
and 1997, 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 the audits in accordance with generally accepted auditing standards
and Government Auditing Standards issued by the Comptroller General of the
United States, and the U.S. Department of Agriculture, Farmers Home
Administration Audit Program. 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 the 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 Brittany Associates, L.P. RHS
Project No.: 28-035-581896085 as of December 31, 1998 and 1997, and the results
of its operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

The audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages 10
through 12 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. The supplemental information
presented in the Multiple Family Housing Borrower Balance Sheet (Form FmHA
1930-8) Parts I and II for the year ended December 31, 1998 and 1997, is
presented for purposes of complying with the requirements of the Rural Housing
Services and is also not a required part of the basic financial statements. Such
information has been subjected to the audit procedures applied in the audit of
the basic financial statements and, in our opinion is fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.

In accordance with Government Auditing Standards, we have also issued a report
dated February 20, 1999 on our consideration of Brittany Associates, L.P.'s
internal control over financial reporting and on our tests of its compliance
with certain provisions of laws and regulations.

/s/ Donald W. Causey & Associates, P.C.
Gadsden, Alabama
February 20, 1999


<PAGE>


[Letterhead of DONALD W. CAUSEY & ASSOCIATES, P.C.]

INDEPENDENT AUDITORS' REPORT

To the Partners
Hidden Valley Apartments, Ltd.
Brewton, Alabama

We have audited the accompanying balance sheets of Hidden Valley Apartments,
Ltd. a limited partnership, RHS Project No.: 01-027-631025600 as of December 31,
2000 and 1999, and the related statements of operations, partners' capital and
cash flows for the years then ended. These financial statements are the
responsibility of the partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted the audits in accordance with generally accepted auditing standards
and Government Auditing Standards issued by the Comptroller General of the
United States, and the U.S. Department of Agriculture, Farmers Home
Administration Audit Program. 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 the 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 Hidden Valley Apartments, Ltd.
RHS Project No.: 01-027-631025600 as of December 31, 2000 and 1999, and the
results of its operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.

The audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages 10
through 13 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. The supplemental information
presented in the Multiple Family Housing Borrower Balance Sheet (Form FmHA
1930-8) Parts I and II for the year ended December 31, 2000 and 1999, is
presented for purposes of complying with the requirements of the Rural Housing
Services and is also not a required part of the basic financial statements. Such
information has been subjected to the audit procedures applied in the audit of
the basic financial statements and, in our opinion is fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.

In accordance with Government Auditing Standards, we have also issued a report
dated February 15, 2001 on our consideration of Hidden Valley Apartments, Ltd.'s
internal control over financial reporting and on our tests of its compliance
with certain provisions of laws and regulations.

/s/ Donald W. Causey & Associates, P.C.
Gadsden, Alabama
February 15, 2001


<PAGE>


[Letterhead of DONALD W. CAUSEY & ASSOCIATES, P.C.]

INDEPENDENT AUDITORS' REPORT

To the Partners
Hidden Valley Apartments, Ltd.
Brewton, Alabama

We have audited the accompanying balance sheets of Hidden Valley Apartments,
Ltd. a limited partnership, RHS Project No.: 01-027-631025600 as of December 31,
1998 and 1997, 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 the audits in accordance with generally accepted auditing standards
and Government Auditing Standards issued by the Comptroller General of the
United States, and the U.S. Department of Agriculture, Farmers Home
Administration Audit Program. 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 the 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 Hidden Valley Apartments, Ltd.
RHS Project No.: 01-027-631025600 as of December 31, 1998 and 1997, and the
results of its operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.

The audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages 10
through 13 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. The supplemental information
presented in the Multiple Family Housing Borrower Balance Sheet (Form FmHA
1930-8) Parts I and II for the year ended December 31, 1998 and 1997, is
presented for purposes of complying with the requirements of the Rural Housing
Services and is also not a required part of the basic financial statements. Such
information has been subjected to the audit procedures applied in the audit of
the basic financial statements and, in our opinion is fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.

In accordance with Government Auditing Standards, we have also issued a report
dated February 23, 1999 on our consideration of Hidden Valley Apartments, Ltd.'s
internal control over financial reporting and on our tests of its compliance
with certain provisions of laws and regulations.

/s/ Donald W. Causey & Associates, P.C.
Gadsden, Alabama
February 23, 1999


<PAGE>


[Letterhead of Bob T. Robinson]

To the Partners
Westbrook Square, Ltd.

INDEPENDENT Auditor's Report

I have audited the accompanying balance sheet of Westbrook Square, Ltd. (RD Case
number 28-040-640770978) as of December 31, 2000 and 1999 and the related
statements of income, partners' equity, and cash flows for the years then ended.
These financial statements are the responsibility of the partnership's
management. My responsibility is to express an opinion on these financial
statements based on my audit.

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

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

In accordance with Government Auditing Standards, I have also issued a report
dated March 5, 2001 on my consideration of the partnership's internal control
structure and a report dated March 5, 2001 on its compliance with laws and
regulations.

My audits were made for the purpose of forming an opinion on the financial
statements taken as a whole. The supplemental information, including separate
reports on compliance with laws and regulations and on internal controls, is
presented for the purposes of additional analysis and is not a required part of
the financial statements of Westbrook Square, Ltd. Such information has been
subjected to the auditing procedures applied in the audit of the financial
statements and, in my opinion, is fairly presented in all material respects in
relation to the financial statements taken as a whole.

The annual budgets of Westbrook Square, Ltd. included in the accompanying
prescribed form RD 1930-7 (Rev 10-96) have not been compiled or examined by me,
and, accordingly, I do not express an opinion or any other form of assurance on
them.

/s/ Bob T. Robinson
Jackson, Mississippi
March 5, 2001


<PAGE>


[Letterhead of Bob T. Robinson]

To the Partners
Westbrook Square, Ltd.

INDEPENDENT Auditor's Report

I have audited the accompanying balance sheet of Westbrook Square, Ltd. (RD Case
number 28-040-640770978) as of December 31, 1999 and 1998 and the related
statements of income, retained earnings, and cash flows for the years then
ended. These financial statements are the responsibility of the partnership's
management. My responsibility is to express an opinion on these financial
statements based on my audit.

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

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

My audit was made for the purpose of forming an opinion on the financial
statements taken as a whole. The supplemental information, including separate
reports on compliance with laws and regulations and on internal controls, is
presented for the purposes of additional analysis and is not a required part of
the financial statements of Westbrook Square, Ltd. Such information has been
subjected to the auditing procedures applied in the audit of the financial
statements and, in my opinion, is fairly presented in all material respects in
relation to the financial statements taken as a whole.

The annual budgets of Westbrook Square, Ltd. included in the accompanying
prescribed form RD 1930-7 (Rev 10-96) have not been compiled or examined by me,
and, accordingly, I do not express an opinion or any other form of assurance on
them.

/s/ Bob T. Robinson
Jackson, Mississippi
February 29, 2000



<PAGE>


[Letterhead of DONALD W. CAUSEY, CPA, P.C.]

INDEPENDENT AUDITOR'S REPORT

To the Partners
Warsaw Elderly Housing, Ltd.
Warsaw, Kentucky

I have audited the accompanying balance sheets of Warsaw Elderly Housing, Ltd.,
a limited partnership, RHS Project No.: 20-039-621409235 as of December 31, 2000
and 1999, and the related statements of operations, partners' capital and cash
flows for the years then ended. These financial statements are the
responsibility of the partnership's management. My responsibility is to express
an opinion on these financial statements based on my audits.

I conducted the audits in accordance with generally accepted auditing standards
and Government Auditing Standards issued by the Comptroller General of the
United States, and the U.S. Department of Agriculture, Farmers Home
Administration Audit Program. Those standards require that I 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. I believe that the audits provide a reasonable basis for
my opinion.

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Warsaw Elderly Housing, Ltd., RHS
Project No.: 20-039-621409235 as of December 31, 2000 and 1999, and the results
of its operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

The audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages 9
through 12 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. The supplemental information
presented in the Multiple Family Housing Borrower Balance Sheet (Form FmHA
1930-8) Parts I and II for the year ended December 31, 2000 and 1999, is
presented for purposes of complying with the requirements of the Rural Housing
Services and is also not a required part of the basic financial statements. Such
information has been subjected to the audit procedures applied in the audit of
the basic financial statements and, in my 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, I have also issued a report
dated February 26, 2001 on my consideration of Warsaw Elderly Housing, Ltd.,
internal control over financial reporting and on my tests of its compliance with
certain provisions of laws and regulations.

/s/ Donald W. Causey, CPA, P.C.
Gadsden, Alabama
February 26, 2001


<PAGE>


[Letterhead of DONALD W. CAUSEY, CPA, P.C.]

INDEPENDENT AUDITOR'S REPORT

To the Partners
Warsaw Elderly Housing, Ltd.
Warsaw, Kentucky

I have audited the accompanying balance sheets of Warsaw Elderly Housing, Ltd.,
a limited partnership, RHS Project No.: 20-039-621409235 as of December 31, 1998
and 1997, 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. My responsibility is to express
an opinion on these financial statements based on my audits.

I conducted the audits in accordance with generally accepted auditing standards
and Government Auditing Standards issued by the Comptroller General of the
United States, and the U.S. Department of Agriculture, Farmers Home
Administration Audit Program. Those standards require that I 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. I believe that the audits provide a reasonable basis for
my opinion.

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Warsaw Elderly Housing, Ltd., RHS
Project No.: 20-039-621409235 as of December 31, 1998 and 1997, and the results
of its operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

The audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages 10
through 13 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. The supplemental information
presented in the Multiple Family Housing Borrower Balance Sheet (Form FmHA
1930-8) Parts I and II for the year ended December 31, 1998 and 1997, is
presented for purposes of complying with the requirements of the Rural Housing
Services and is also not a required part of the basic financial statements. Such
information has been subjected to the audit procedures applied in the audit of
the basic financial statements and, in my 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, I have also issued a report
dated February 25, 1999 on my consideration of Warsaw Elderly Housing, Ltd.,
internal control structure and a report dated February 25, 1999 on its
compliance with laws and regulations.

/s/ Donald W. Causey, CPA, P.C.
Gadsden, Alabama
February 25, 1999


<PAGE>


[Letterhead of DONALD W. CAUSEY & ASSOCIATES, P.C.]

INDEPENDENT AUDITORS' REPORT

To the Partners
West Hill Square, Ltd.
Gordo, Alabama

We have audited the accompanying balance sheets of West Hill Square, Ltd., a
limited partnership, RHS Project No.: 01-054-631010865 as of December 31, 2000
and 1999, and the related statements of operations, partners' capital and cash
flows for the years then ended. These financial statements are the
responsibility of the partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted the audits in accordance with generally accepted auditing standards
and Government Auditing Standards issued by the Comptroller General of the
United States, and the U.S. Department of Agriculture, Farmers Home
Administration Audit Program. 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 the 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 West Hill Square, Ltd., RHS
Project No.: 01-054-631010865 as of December 31, 2000 and 1999, and the results
of its operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

The audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages 10
through 13 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. The supplemental information
presented in the Multiple Family Housing Borrower Balance Sheet (Form FmHA
1930-8) Parts I and II for the year ended December 31, 2000 and 1999, is
presented for purposes of complying with the requirements of the Rural Housing
Services and is also not a required part of the basic financial statements. Such
information has been subjected to the audit procedures applied in the audit of
the basic financial statements and, in our opinion is fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.

In accordance with Government Auditing Standards, we have also issued a report
dated February 19, 2001 on our consideration of West Hill Square, Ltd.'s
internal control over financial reporting and on our tests of its compliance
with certain provisions of laws and regulations.

/s/ Donald W. Causey & Associates, P.C.
Gadsden, Alabama
February 19, 2001


<PAGE>


[Letterhead of DONALD W. CAUSEY & ASSOCIATES, P.C.]

INDEPENDENT AUDITORS' REPORT

To the Partners
West Hill Square, Ltd.
Gordo, Alabama

We have audited the accompanying balance sheets of West Hill Square, Ltd., a
limited partnership, RHS Project No.: 01-054-631010865 as of December 31, 1998
and 1997, 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 the audits in accordance with generally accepted auditing standards
and Government Auditing Standards issued by the Comptroller General of the
United States, and the U.S. Department of Agriculture, Farmers Home
Administration Audit Program. 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 the 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 West Hill Square, Ltd., RHS
Project No.: 01-054-631010865 as of December 31, 1998 and 1997, and the results
of its operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

The audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages 10
through 13 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. The supplemental information
presented in the Multiple Family Housing Borrower Balance Sheet (Form FmHA
1930-8) Parts I and II for the year ended December 31, 1998 and 1997, is
presented for purposes of complying with the requirements of the Rural Housing
Services and is also not a required part of the basic financial statements. Such
information has been subjected to the audit procedures applied in the audit of
the basic financial statements and, in our opinion is fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.

In accordance with Government Auditing Standards, we have also issued a report
dated February 22, 1999 on our consideration of West Hill Square, Ltd.'s
internal control over financial reporting and on our tests of its compliance
with certain provisions of laws and regulations.

/s/ Donald W. Causey & Associates, P.C.
Gadsden, Alabama
February 22, 1999


<PAGE>


[Letterhead of DONALD W. CAUSEY & ASSOCIATES, P.C.]

INDEPENDENT AUDITORS' REPORT

To the Partners
Elmwood Associates, L.P.
Picayune, Mississippi

We have audited the accompanying balance sheets of Elmwood Associates, L.P., a
limited partnership, RHS Project No.: 28-055-640804193 as of December 31, 2000
and 1999, and the related statements of operations, partners' capital and cash
flows for the years then ended. These financial statements are the
responsibility of the partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted the audits in accordance with generally accepted auditing standards
and Government Auditing Standards issued by the Comptroller General of the
United States, and the U.S. Department of Agriculture, Farmers Home
Administration Audit Program. Those standards require that we plan and perforin
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 the 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 Elmwood Associates, L.P., RHS
Project No.: 28-055-640804193 as of December 31, 2000 and 1999, and the results
of its operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

The audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages 10
through 12 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. The supplemental information
presented in the Multiple Family Housing Borrower Balance Sheet (Form FmHA
1930-8) Parts I and II for the year ended December 31, 2000 and 1999, is
presented for purposes of complying with the requirements of the Rural Housing
Services and is also not a required part of the basic financial statements. Such
information has been subjected to the audit procedures applied in the audit of
the basic financial statements and, in our opinion is fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.

In accordance with Government Auditing Standards, we have also issued a report
dated February 22, 2001 on our consideration of Elmwood Associates, L.P.'s
internal control over financial reporting and on our tests of its compliance
with certain provisions of laws and regulations.

/s/ Donald W. Causey & Associates, P.C.
Gadsden, Alabama
February 22, 2001
[Letterhead of DONALD W. CAUSEY & ASSOCIATES, P.C.]

INDEPENDENT AUDITORS' REPORT

To the Partners
Elmwood Associates, L.P.
Picayune, Mississippi

We have audited the accompanying balance sheets of Elmwood Associates, L.P., a
limited partnership, RHS Project No.: 28-055-640804193 as of December 31, 1998
and 1997, and the related statements of operations, partners' deficit and cash
flows for the years then ended. These financial statements are the
responsibility of the partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted the audits in accordance with generally accepted auditing standards
and Government Auditing Standards issued by the Comptroller General of the
United States, and the U.S. Department of Agriculture, Farmers Home
Administration Audit Program. Those standards require that we plan and perforin
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 the 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 Elmwood Associates, L.P., RHS
Project No.: 28-055-640804193 as of December 31, 1998 and 1997, and the results
of its operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

The audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages 10
through 12 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. The supplemental information
presented in the Multiple Family Housing Borrower Balance Sheet (Form FmHA
1930-8) Parts I and II for the year ended December 31, 1998 and 1997, is
presented for purposes of complying with the requirements of the Rural Housing
Services and is also not a required part of the basic financial statements. Such
information has been subjected to the audit procedures applied in the audit of
the basic financial statements and, in our opinion is fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.

In accordance with Government Auditing Standards, we have also issued a report
dated February 24, 1999 on our consideration of Elmwood Associates, L.P.'s
internal control over financial reporting and on our tests of its compliance
with certain provisions of laws and regulations.

/s/ Donald W. Causey & Associates, P.C.
Gadsden, Alabama
February 24, 1999


<PAGE>


[Letterhead of Grant Thornton LLP

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Partners
Harmony Associates

I have audited the accompanying balance sheet of Harmony Associates, L.P.
 as of December 31, 1999, and the related statements of operations, partners'
equity and cash flows for the year then ended. These financial statements are
the responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audits to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our 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 Harmony Associates, L.P. as of
December 31, 1999, and the results of its operations and its cash flows for the
year then ended in conformity with generally accepted accounting principles.

/s/ Grant Thornton LLP
Los Angeles, California
January 13, 2000


<PAGE>



                                      -91-
J:\PFK\March\FREE\FREE.DOC
                           FREEDOM TAX CREDIT PLUS L.P.
                          AND CONSOLIDATED PARTNERSHIPS
                           CONSOLIDATED BALANCE SHEETS
                              MARCH 31, 2001 and 2000
<TABLE>
<CAPTION>



                                     ASSETS


                                                                  2001
        2000

Property and equipment - (at cost, net of accumulated
  depreciation of $49,344,006 and $44,409,197,
<S>                                                     <C>           <C>
  respectively) (Notes 4 and 6)                         $  92,334,593 $  98,567,972
Cash and cash equivalents                                   1,671,096     1,483,417
Investment in marketable securities (Note 2)                  109,005       113,553
Cash held in escrow                                         4,367,610     4,311,637
Deferred costs (net of accumulated amortization of
  $1,480,402 and $1,316,082, respectively) (Note 5)         1,458,466     1,622,786
Other assets                                                  996,441     1,081,697
                                                       -------------- -------------

Total Assets                                             $100,937,211  $107,181,062
                                                          ===========   ===========


                    LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

Liabilities:
Mortgage notes payable (Note 6)                          $ 69,021,892  $ 69,914,088
Accounts payable and other liabilities                      1,855,155     2,109,616
Due to local general partners and affiliates (Note 7)       3,623,616     3,392,393
Due to general partners and affiliates (Note 7)             5,101,920     4,106,667
                                                        ------------- -------------

Total Liabilities                                          79,602,583    79,522,764
                                                         ------------  ------------

Minority interests                                          7,977,476     7,988,544
                                                        ------------- -------------

Partners' Capital (Deficit)
Limited partners (72,896 BACs
  issued and outstanding)                                  13,900,123    20,145,096
General partners                                             (547,116)     (484,035)
Accumulated other comprehensive income:
Unrealized gain on marketable securities                        4,145          8,693
                                                     -------------------------------

Total Partners' Capital (Deficit)                          13,357,152    19,669,754
                                                         ------------  ------------

Commitments and Contingencies (Notes 7 and 9)

Total Liabilities and Partners' Capital (Deficit)        $100,937,211  $107,181,062
                                                          ===========   ===========

See accompanying notes to consolidated financial statements.

</TABLE>


<PAGE>
<TABLE>
<CAPTION>



                           FREEDOM TAX CREDIT PLUS L.P.
                          AND CONSOLIDATED PARTNERSHIPS
                       CONSOLIDATED STATEMENTS OF OPERATIONS
                     YEARS ENDED MARCH 31, 2001, 2000 and 1999

                                                    2001
2000                                                1999
----------                                  --------------

Revenues:
<S>                                         <C>           <C>           <C>
Rental income                               $13,339,955   $12,992,738   $12,677,742
Other                                         1,606,883     1,340,396     1,291,000
                                            -----------   -----------   -----------

Total Revenues                               14,946,838    14,333,134    13,968,742
                                             ----------    ----------    ----------

Expenses:

Repairs and maintenance                       2,417,802     2,237,190     2,297,076
Operating and other                           1,756,607     1,694,083     1,612,461
Real estate taxes                             1,008,991       940,475       914,245
Interest                                      4,647,954     4,584,473     4,779,509
Depreciation and amortization (Notes 4 and 5) 5,103,725     5,154,833     5,128,916
General and administrative                    2,674,584     2,470,982     2,466,519
General and administrative-related parties
  (Note 7)                                    1,628,509     1,535,916     1,549,276
Loss on impairment of assets (Note 4)         2,065,000       500,000               0
                                            -----------   ---------------------------

Total Expenses                               21,303,172    19,117,952    18,748,002
                                             ----------    ----------    ----------

Loss before minority interest                (6,356,334)   (4,784,818)   (4,779,260)

Minority interest in loss of subsidiaries        48,280        50,054        50,809
                                          -------------  ------------ -------------
Net loss                                    $(6,308,054)  $(4,734,764)  $(4,728,451)
                                             ==========    ===========    ==========


Net loss - limited partners                 $(6,244,973)  $(4,687,416)  $(4,681,166)
                                             ==========    ===========   ==========

Number of BACs outstanding                       72,896        72,896        72,896
                                          =============  ============  ============


Net loss per BAC                          $       (85.67)$         (64.30)$        (64.22)
                                           =============  ================ ==============

See accompanying notes to consolidated financial statements.

</TABLE>


<PAGE>


                           FREEDOM TAX CREDIT PLUS L.P.
                           AND CONSOLIDATED PARTNERSHIPS
         CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
                     YEARS ENDED MARCH 31, 2001, 2000 and 1999
<TABLE>
<CAPTION>


                                                           Accumulated
                                                                           Other
                                         Limited  General
ComprehensiveComprehensive
                                  Total           Partners             Partners
                             --------------       --------             -------- --
Income (Loss)                  Income (Loss)

Partners' capital (deficit) -
<S>                        <C>         <C>          <C>          <C>
  March 31, 1998           $29,133,636 $29,513,678  $(389,402)   $     9,360

Comprehensive Income (Loss):
Net loss                    (4,728,451)(4,681,166)(47,285)        0     (4,728,451)

Other Comprehensive Income (Loss):
Net unrealized gain on
  marketable securities          2,451               0            0          2,451
                         ------------------------------------------   ------------
       2,451

Total Comprehensive Income (Loss)                                      $(4,726,000)
                                                                        ==========

Partners' capital (deficit) -
  March 31, 1999            24,407,63624,832,512(436,687)    11,811

Comprehensive Income (Loss):
Net loss                    (4,734,764)(4,687,416)(47,348)        0     (4,734,764)

Other Comprehensive (Loss) Income:
Net unrealized loss on
  marketable securities         (3,118)             0             0         (3,118)
                         ------------------------------------------ ---------------
        (3,118)

Total Comprehensive Income (Loss)                                     $ (4,737,882)
                                                                        ===========

Partners' capital (deficit) -
  March 31, 2000            19,669,75420,145,096(484,035)     8,693

Comprehensive Income (loss):
Net Loss                    (6,308,054)(6,244,973)(63,081)        0     (6,308,054)

Other Comprehensive Income (Loss):
Net unrealized loss on
  marketable securities         (4,548)              0            0         (4,548)
                        -------------- ----------------------------  -------------
       (4,548)

Total Comprehensive Income (Loss)                                     $( 6,312,602)
                                                                       ===========

Partners' capital (deficit) -
  March 31, 2001           $13,357,152$13,900,123$ (547,116)$       4,145
                            ========== ========== =========  ============

See accompanying notes to consolidated financial statements.
</TABLE>



<PAGE>
<TABLE>
<CAPTION>


                           FREEDOM TAX CREDIT PLUS L.P.
                          AND CONSOLIDATED PARTNERSHIPS
                       CONSOLIDATED STATEMENTS OF CASH FLOWS
                     YEARS ENDED MARCH 31, 2001, 2000 and 1999

                                                    2001
2000                                                1999
----------                                  --------------



Cash flows from operating activities:
<S>                                         <C>           <C>           <C>
Net loss                                    $(6,308,054)  $(4,734,764)  $(4,728,451)

Adjustments to reconcile net loss to net cash provided by operating activities:

Depreciation and amortization                 5,103,725     5,154,833     5,128,916
Loss on impairment of assets                  2,065,000       500,000             0
Gain on sale of investments                           0           (36)            0
Minority interest in loss of subsidiaries       (48,280)      (50,054)      (50,809)
Decrease (increase) in other assets              85,256       150,245      (316,811)
Decrease in accounts payable and other
  liabilities                                  (254,461)     (408,012)     (303,159)
Increase in cash held in escrow                 (55,973)      (28,751)     (407,462)
Increase in due to general partners
  and affiliates                                995,253       913,451       793,720
Increase in due to local general partners
  and affiliates                                 75,577       134,944        37,030
Decrease in due to local general partners
  and affiliates                                (10,278)       (2,141)      (30,823)
                                            -----------  -------------  -----------

Net cash provided by operating activities     1,647,765     1,629,715       122,151
                                              ---------     ---------    ----------

Cash flows from investing activities:

Additions to property and equipment            (771,026)     (714,542)     (522,078)
Proceeds from sale of marketable securities           0        40,000             0
Increase in due to local general partners
  and affiliates                                 11,012             0         9,369
Decrease in due to local general partners
  and affiliates                                      0      (258,262)     (209,730)
                                        ---------------    -----------   ----------

Net cash used in investing activities          (760,014)     (932,804)     (722,439)
                                             ----------    -----------   ----------

<PAGE>



Cash flows from financing activities:
Repayments of mortgage loans                   (892,196)     (533,756)     (620,772)
Increase in due to local general partners
  and affiliates                                221,346       342,262       293,000
Decrease in due to local general partners
  and affiliates                                (66,434)     (157,415)      (25,289)
Increase (decrease) in capitalization of
  consolidated subsidiaries attributable to
  minority interest                              37,212        (8,227)      440,577
                                           ------------  -------------  -----------

Net cash (used in) provided by financing activities   (700,072)  (357,136)      87,516
                                                   ----------- -----------------------

Net increase (decrease) in cash and cash equivalents187,679   339,775      (512,772)

Cash and cash equivalents at beginning of year 1,483,417    1,143,642     1,656,414
                                              ----------    ---------     ---------

Cash and cash equivalents at end of year     $1,671,096    $1,483,417    $1,143,642
                                              =========     =========     =========

Supplemental disclosure of cash flow information:
Cash paid during the year for interest       $3,531,298    $3,545,171    $3,549,238
                                              =========     =========     =========


See accompanying notes to consolidated financial statements.
</TABLE>


<PAGE>



                                      -92-
J:\PFK\March\FREE\FREE.DOC
                           FREEDOM TAX CREDIT PLUS L.P.
                          AND CONSOLIDATED PARTNERSHIPS
                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           MARCH 31, 2001, 2000 and 1999

NOTE 1 - General


Freedom Tax Credit Plus L.P., a Delaware limited partnership (the
"Partnership"), was organized on August 28, 1989 and commenced its public
offering on February 9, 1990 (the "Offering"). The general partners of the
Partnership are Related Freedom Associates L.P. (the "Related General Partner"),
a Delaware limited partnership, and its affiliate, Freedom GP Inc. (the "Freedom
General Partner"), a Delaware corporation, together (the "General Partners").
The Partnership will terminate on December 31, 2030, unless terminated sooner
under the provision's of the partnership agreement.

The Partnership's business is to invest in other partnerships ("Local
Partnerships," "subsidiaries" or "subsidiary partnerships") owning leveraged
apartment complexes that are eligible for the low-income housing tax credit
("Housing Tax Credit") enacted in the Tax Reform Act of 1986. Some of the
complexes may also be eligible for the historic rehabilitation tax credit
("Historic Tax Credits"). During Fiscal Years 2001, 2000 and 1999, the
Partnership generated $11,106,285, $11,200,999 and $11,200,999, respectively, in
Housing Tax Credits. There were no Historic Tax Credits generated in the 2000,
1999 and 1998 tax years.

The Partnership was authorized to issue a total of 200,000 Beneficial Assignment
Certificates ("BACs"), which had been registered with the Securities and
Exchange Commission for sale to the public. As of August 8, 1991 (the date on
which the Partnership held the final closing of the sale of BACs and on which
the offering was terminated), the Partnership had received $72,896,000 of gross
proceeds of the Offering from 4,780 investors.

The terms of the Limited Partnership Agreement provide, among other things, that
net profits or losses and distributions of cash flow are, in general, allocated
99% to the limited partners and BACs holders and 1% to the General Partners.

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

NOTE 2 - Summary of Significant Accounting Policies

a)  Basis of Accounting and Presentation

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

b)  Basis of Consolidation

The consolidated financial statements include the accounts of the Partnership
and 42 subsidiary partnerships, in which the Partnership is a limited partner,
with an ownership interest ranging from approximately 98% to 99%. All
intercompany accounts and transactions with the subsidiary partnerships have
been eliminated in consolidation. Through the rights of the Partnership and/or
an affiliate of the General Partners, which affiliate has a contractual
obligation to act on behalf of the Partnership, to remove the general partner of
the subsidiary partnerships and to approve certain major operating and financial
decisions, the Partnership has a controlling financial interest in the
subsidiary partnerships.

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

The Partnership's investment in each subsidiary is equal to the respective
subsidiary's partners' equity less minority interest capital, if any.

c)  Cash and Cash Equivalents

For purposes of the consolidated statements of cash flows, cash and cash
equivalents include cash on hand, cash in banks, and investments in short-term
money market accounts (which were purchased with maturities of three months or
less).

d)  Investment in Marketable Securities

The Partnership applies the provisions of the Financial Accounting Standards
Board's Statement of Financial Accounting Standards ("SFAS") No. 115 "Accounting
for Certain Investments in Debt and Equity Securities." At March 31, 2001 and
2000 the Partnership has classified its securities as available-for-sale.

Available-for-sale securities are carried at fair value with net unrealized gain
(loss) reported as a separate component of other comprehensive income until
realized. A decline in the market value of any available-for-sale security below
cost that is deemed other than temporary is charged to earnings resulting in the
establishment of a new cost basis for the security.

e)  Cash Held in Escrow

Cash held in escrow includes cash held in escrow, replacement reserves and
tenant security deposits.

f)  Property and Equipment

In accordance with Statement of Financial Accounting Standards ("SFAS") No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed Of," the Partnership is required to review long-lived assets and
certain identifiable intangibles for impairment whenever events or changes in
circumstances indicate that the book value of an asset may not be recoverable.
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 written down to its estimated fair value.

The determination of fair value is based, not only upon future cash flows, which
rely upon estimates and assumptions including expense growth, occupancy and
rental rates, but also upon market capitalization and discount rates as well as
other market indicators. The General Partners believe that the estimates and
assumptions used are appropriate in evaluating the carrying amount of the
Partnership's properties. 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. During the years ended March 31, 2001 and 2000,
there was a $2,065,000 and $500,0000, respectively, loss on impairment of
assets. During the period March 31, 1998 through March 31, 2001 the Partnership
has recorded $3,665,000 of losses on impairment of assets.

Property and equipment are depreciated over their estimated useful lives, which
range from 20 to 40 years for properties. Property is depreciated using an
accelerated or straight-line method. Equipment lives range from 5 to 7 years and
are depreciated on a straight-line basis.

g)  Acquisition Fees and Costs

At investor closings, the General Partners were paid a property acquisition fee
(equal to 6% of the gross proceeds) for evaluating and screening real property
to be acquired. Acquisition fees and other acquisition expenses incurred by the
Partnership were charged to the property accounts based on the costs of
properties acquired.

h)  Rental income

Rental income is recognized as rent becomes due. Rental payments received in
advance are deferred until earned. The Partnership received rental subsidies
which amounted to approximately $2,904,000, $2,827,000 and $2,737,000 for the
years ended March 31, 2001, 2000 and 1999, respectively. The related rental
subsidy programs have expiration dates that either expire subsequent to the year
2001 or terminate upon total disbursement of the assistance obligation.

i)  Income Taxes

The Partnership is not required to provide for, or pay, any federal income
taxes. Net income or loss generated by the Partnership is passed through to the
partners and is required to be reported by them. The Partnership may be subject
to state and local taxes in jurisdictions in which it operates. For income tax
purposes, the Partnership has a fiscal year ending December 31 (see Note 8).

j)  Use of Estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make certain estimates and
assumptions relating to reporting of assets, liabilities, revenues and expenses
disclosed in the consolidated financial statements. Accordingly, actual results
could differ from those estimates.

k)  Deferred Costs

In April of 1998, the Financial Accounting Standards Board issued Statement of
Position 98-5 ("SOP 98-5") "Reporting on the Costs of Start-Up Activities". This
statement provides guidance on the financial reporting of start-up costs and
organization costs. This statement is effective for all fiscal quarters of
fiscal years beginning after December 15, 1998. Such change in accounting
principle amounted to approximately $139,000 for the year ended March 31, 2000.

l) Net Loss Per BAC

Net loss per BAC is computed based on the net loss for the period attributed to
BAC Holders, divided by the number of BACs outstanding for the period.

NOTE 3 - Fair Value of Financial Instruments

In accordance with SFAS No. 107 "Disclosures about Fair Value of Financial
Instruments," the following methods and assumptions were used to estimate the
fair value of each class of financial instruments for which it is practicable to
estimate that value:

Cash and Cash Equivalents, Cash Held in Escrow, Accounts Payable and Other
Liabilities, Due to Local General Partners and Affiliates, and Due to General
Partners and Affiliates The carrying amount of cash and cash equivalents, cash
held in escrow, accounts payable and other liabilities approximates fair value.
Due to Local General Partners and Affiliates and Due to General Partners and
Affiliates would be paid from the future operations or sale of the properties
which is not readily determinable.

Mortgage Notes Payable
The fair value of mortgage notes payable is estimated, where practicable, based
on the borrowing rate currently available for similar loans.

The estimated fair values of the Partnership's mortgage note payable are as
follows:
<TABLE>
<CAPTION>

                                         March 31, 2001
                                 --------------------------------        --------
March 31, 2000
                                    Carrying                  Carrying
                                    Amount     Fair Value     Amount     Fair Value

Mortgage Notes Payable for which it is:

<S>                                <C>         <C>           <C>          <C>
Practicable to estimate fair value $43,112,563 $44,209,121   $43,704,319  $44,648,734
Not Practicable (a)              $25,909,329               $26,209,769

</TABLE>


(a) The mortgage notes payable are insured by HUD primarily in accordance with
Section 236 of the National Housing Act. New loans are no longer being insured
in accordance with Section 236 and presently existing loans are subject to
restrictions regarding prepayment. Management believes the estimation of fair
value to be impracticable.

NOTE 4 - Property and Equipment

The components of property and equipment are as follows:
<TABLE>
<CAPTION>


                                                                            March
                                                          ------------------------
31,
                                                                  2001
        2000

<S>                                                    <C>             <C>
Land                                                   $    5,720,520  $   5,720,520
Buildings and improvements                                129,870,352   131,682,109
Other                                                       6,087,727     5,574,540
                                                        ------------- -------------

                                                          141,678,599   142,977,169
Less:  Accumulated depreciation                           (49,344,006)  (44,409,197)
                                                         ------------  ------------
                                                        $  92,334,593 $  98,567,972
                                                         ============  ============

</TABLE>


Depreciation expense for the years ended March 31, 2001, 2000 and 1999 amounted
to $4,939,405, $4,905,633 and $4,959,745, respectively.

During the years ended March 31, 2001 and 2000, accumulated depreciation of
$4,596 and $4,898 was written off respectively.

The Partnership periodically compares the carrying value of its properties to
its estimate of the sum of undiscounted future cash flows and the fair value of
remaining Tax Credits, to determine if the carrying value of the property is
impaired. If the property is considered impaired based on this analysis, an
impairment loss is recorded in order to write down the property to its fair
value. In December 2000 and 1999, management of Oxford Trace ("Oxford")
completed a recoverability review of the carrying value of the property based on
an estimate of undiscounted future cash flows expected to result from its use
and eventual disposition. As of December 31, 2000 and 1999, management concluded
that the sum of the undiscounted future cash flows estimated to be generated by
the apartment project is less than the carrying value and, as a result, the
Partnership recorded a loss on impairment of $290,000 and $500,000 at December
31, 2000 and 1999 respectively, which reduced the carrying value to its
estimated fair value. The estimated fair value was determined by using a
discounted cash flow analysis and an estimate of the fair value of the remaining
Tax Credits.

In 2000, management of Hunters Chase Apartments ("Hunters Chase") completed a
recoverability review of the carrying value of the property based on an estimate
of undiscounted future cash flows expected to result from its use and eventual
disposition. As of December 31, 2000, management concluded that the sum of the
undiscounted future cash flows estimated to be generated by the property is less
than the carrying value and, as a result, the Partnership recorded a loss on
impairment of $1,775,000, which reduced the carrying value to its estimated fair
value. The estimated fair value was determined by using a discounted cash flow
analysis and an estimate of the fair value of the remaining Tax Credits.



NOTE 5 - Deferred Costs

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


                                                             March 31,
                                            ----------------------------
                                                    2001
2000

<S>                                         <C>           <C>
Financing expenses                          $ 2,938,868   $ 2,938,868
Less:  Accumulated amortization              (1,480,402)   (1,316,082)
                                             ----------    ----------

                                            $ 1,458,466   $ 1,622,786
                                             ==========    ==========
</TABLE>


Financing expenses are being amortized over the life of the related mortgages,
ranging from 15 to 50 years, using a method approximating the interest method.

Amortization of deferred costs for the years ended March 31, 2001, 2000 and 1999
amounted to $164,320, $249,200 and $169,171, respectively.

During the year ended March 31, 2000, accumulated amortization of $425,748 was
written off primarily related to the adoption of SOP 98-5.

NOTE 6 - Mortgage Notes Payable

At March 31, 2001 and 2000, mortgages payable, all of which are fixed rate and
nonrecourse to the Local Partnerships, are summarized as follows:
<TABLE>
<CAPTION>


                    Range of                                   Carrying Amount at
Number of           Interest          Range of                          March 31,
                                                        ---------------------------
Mortgages           Rates             Maturities             2001             2000
---------           -----             ----------        ---------------  ----------

<S>                 <C>               <C>             <C>              <C>
     4              0%                2007-2016       $  2,383,151     $  2,383,151
     10             1%                2015-2022         12,032,427       12,038,237
     15             3%-8.5%           2001-2042         16,123,219       16,397,307
     17             8.75%-9%          2007-2042         25,286,986       25,573,713
     13             9.24%-13.5%       2002-2042         13,196,109       13,521,680
                                                        ----------       ----------

                                                       $69,021,892      $69,914,088
                                                        ==========       ==========

</TABLE>


Each subsidiary partnership's mortgage note payable is collateralized by the
land and buildings of the respective subsidiary partnership, the assignment of
certain subsidiary partnership's rents, leases and replacement reserves, and is
without further recourse.

Annual principal payments required for each of the next five years are as
follows:

Fiscal Year Ending March 31,            Amount

2002                                  2,536,371
2003                                    911,935
2004                                  1,000,574
2005                                  1,021,079
2006                                  1,108,879

NOTE 7 - Related Party  Transactions and Transactions  with General Partners and
Affiliates

Freedom SLP L.P., an affiliate of the General Partners,  has either a .01% or 1%
interest, as a special limited partner, in each of the Local Partnerships.

The General Partners and their affiliates and the Local General Partners and
their affiliates perform services for the Partnership and the Local
Partnerships, respectively. The costs incurred are as follows:

a)  Due to Local General Partners and Affiliates

At March 31, 2001 and 2000, a majority of these fees were incurred in connection
with the development of the property and have been included in the basis of the
building.

Due to Local General Partners and affiliates at March 31, 2001 and 2000 consists
of the following:
<TABLE>
<CAPTION>


                                                                            March
                                                          ------------------------
31,
                                                                  2001
        2000

<S>                                                        <C>           <C>
Operating advances                                         $1,299,582    $1,144,670
Development fees                                            1,512,459     1,501,447
Due to contractor                                             114,620       114,620
Operating deficit loans (i)                                   319,638       319,638
Management and other fees                                     377,317       312,018
                                                          -----------   -----------

                                                           $3,623,616    $3,392,393
                                                            =========     =========

 (i)  Operating deficit loans consist of the following:

                                                                            March
                                                          ------------------------
31,
                                                                  2001
        2000

Oxford Trace                                             $     18,650  $     18,650
Wilshire Park                                                 191,775       191,775
</TABLE>


These loans are unsecured, non-interest bearing and are payable out of available
surplus cash of the respective subsidiary partnership, or at the time of sale or
refinancing.
<TABLE>
<CAPTION>


                                                                            March
                                                          ------------------------
31,
                                                                  2001
        2000

<S>                                                       <C>           <C>
Parkside Townhomes                                        $    84,635   $    84,635
Ogontz Hall                                                    24,578        24,578

These loans are unsecured, non-interest bearing and are subordinate to the
second mortgage.
</TABLE>
<TABLE>
<CAPTION>


b)  Other Expenses

The costs incurred to related parties for the years ended March 31, 2001, 2000
and 1999 were as follows:
                                                               Year  Ended  March
                                            ---------------------------------------
31,
                                                    2001
2000                                                1999
----------                                  --------------

<S>                                         <C>           <C>           <C>
Partnership management fees (a)             $   676,000   $   676,000   $   676,000
Expense reimbursement (b)                       243,998       179,194       171,966
Local administrative fee (d)                     53,000        52,500        46,193
                                            -----------    ----------    ----------
Total general and administrative-
  General Partners                              972,998       907,694       894,159
                                             ----------    ----------    ----------
Property management fees
  incurred to affiliates of the
  subsidiary partnerships'
  general partners (c)                          655,511       628,222       655,117
                                             ----------    ----------    ----------
Total general and administrative-
  related parties                            $1,628,509    $1,535,916    $1,549,276
                                              =========     =========     =========
</TABLE>


(a) The General Partners are entitled to receive a partnership management fee,
after payment of all Partnership expenses, which together with the annual local
administrative fees will not exceed a maximum of 0.5% per annum of Invested
Assets (as defined in the Partnership Agreement), for administering the affairs
of the Partnership. Subject to the foregoing limitation, the partnership
management fee will be determined by the General Partners in their sole
discretion based upon their review of the Partnership's investment. Unpaid
partnership management fees for any year will be accrued without interest and
will be payable from working capital reserves or to the extent of available
funds after the Partnership has made distributions to the Limited Partners and
BACs holders of sale or refinancing proceeds equal to their original capital
contributions plus a 10% priority return thereon (to the extent not theretofore
paid out of Cash Flow). Partnership management fees owed to General Partners
amounting to approximately $4,180,000 and $3,504,000 were accrued and unpaid as
of March 31, 2001 and 2000, respectively. Without the General Partners continued
accrual without payment, the Partnership will not be in a position to meet its
obligations. The General Partners have continued allowing the accrual without
payment of these amounts, but are under no obligation to continue to do so. The
Partnership is dependent upon the support of the General Partner and certain of
its affiliates in order to meet its obligations at the Partnership level. The
General Partner and these affiliates have agreed to continue such support for
the foreseeable future.

(b) The Partnership reimburses the General Partners and their affiliates for
actual Partnership operating expenses incurred by the General Partners and their
affiliates on the Partnership's behalf. The amount of reimbursement from the
Partnership is limited by the provisions of the Partnership Agreement. Another
affiliate of the General Partners performs asset monitoring for the Partnership.
These services include site visits and evaluations of the subsidiary
partnerships' performance.

(c) Property management fees incurred by subsidiary partnerships amounted to
$1,007,007, $984,438 and $968,246 for the 2001, 2000 and 1999 Fiscal Years,
respectively. Of these fees, $655,511, $628,222 and $655,117 were incurred to
affiliates of the subsidiary partnerships.

(d) Freedom SLP L.P., a special limited partner of the subsidiary  partnerships,
is entitled to receive an annual local  administrative  fee of up to $2,500 from
each Local Partnership.

NOTE 8 - Income Taxes

A reconciliation of the financial statement net loss to the income tax loss for
the Partnership and its consolidated subsidiaries follows:
<TABLE>
<CAPTION>



                                                            Years  Ended  December
                                            ---------------------------------------
31,
                                                    2000
1999                                                1998
---------                                   --------------

Financial statement
<S>                                         <C>           <C>           <C>
Net loss                                    $(6,308,054)  $(4,734,764)  $(4,728,451)

Difference resulting from parent company having a different fiscal year for
  income tax and financial reporting
  purposes                                      (35,552)       93,970        16,721

Difference   between    depreciation   and
  amortization    expense   recorded   for
  financial   statement   and  income  tax
  reporting purposes                         (1,367,593)     (556,945)     (397,310)

Loss on impairment                            2,065,000       500,000             0

Tax-exempt interest income                       (1,276)       (3,892)      (10,554)

Other                                           257,222        93,810      (405,010)
                                            -----------   -----------   -----------

Net  loss as  shown  on the  Partnership's
  income tax returns                        $(5,390,253)  $(4,607,821)  $(5,524,604)
                                             ==========    ===========   ==========

</TABLE>



NOTE 9 - Commitments and Contingencies

(a)  Other

The Partnership is subject to risks incident to potential losses arising from
the management and ownership of improved real estate. The Partnership can also
be affected by poor economic conditions generally, however no more than 24% of
the properties are located in any single state. There are also substantial risks
associated with owning properties receiving government assistance, for example
the possibility that Congress may not appropriate funds to enable HUD to make
rental assistance payments. HUD also restricts annual cash distributions to
partners based on operating results and a percentage of the owners equity
contribution. The Partnership cannot sell or substantially liquidate its
investments in subsidiary partnerships during the period that the subsidy
agreements are in existence, without HUD's approval. Furthermore there may not
be market demand for apartments at full market rents when the rental assistance
contract expires.

Except as described above, management is not aware of any trends or events,
commitments or uncertainties, which have not otherwise been disclosed, that will
or are likely to impact liquidity in a material way. Management believes the
only impact would be from laws that have not yet been adopted. The portfolio is
diversified by the location of the properties around the United States so that
if one area of the country is experiencing downturns in the economy, the
remaining properties in the portfolio may not be affected. However, the
geographic diversification of the portfolio may not protect against a general
downturn in the national economy.



<PAGE>
<TABLE>
<CAPTION>


NOTE 10 - Selected Quarterly Financial Data (Unaudited)

                                                                       Quarter
                  -----------------------------------------------------------------
Ended
-----------------------------------------------------------
                  June 30, 2000 September 30, 2000  December 31, 2000 March   31,
                  ------------- ------------------  ----------------- -------------
2001

Revenues:
<S>                <C>                <C>                <C>            <C>
Rental income      $3,328,209         $3,294,114         $3,311,051     $3,406,581
Other                 320,102            377,618            405,911        503,252
                   ----------         ----------         ----------     ----------
Total Revenue       3,648,311          3,671,732          3,716,962      3,909,833
                    ---------          ---------          ---------      ---------

Net Loss          $(1,063,048)       $  (988,645)       $(1,034,002)   $(3,222,358)
                   ==========         ==========         ==========     ==========

Number of BACs
  outstanding          72,896             72,896             72,896         72,896
                  ===========        ===========       ============    ===========

Net loss - limited
  partners        $(1,052,418)       $  (978,759)       $(1,023,662)   $(3,190,135)
                   ==========         ==========         ==========     ==========


                                                                       Quarter
                  -----------------------------------------------------------------
Ended
-----------------------------------------------------------
                  June 30, 1999 September 30, 1999  December 31, 1999 March   31,
                  ------------- ------------------  ----------------- -------------
2000
----
Revenues:
Rental income      $3,197,658         $3,224,470         $3,239,497     $3,331,113
Other                 297,702            379,969            376,437        286,288
                   ----------         ----------         ----------     ----------
Total Revenue       3,495,360          3,604,439          3,615,934      3,617,401
                    ---------          ---------          ---------      ---------

Net Loss          $(1,244,635)       $(1,091,357)       $(1,049,648)   $(1,349,124)
                   ==========         ==========         ==========     ==========

Number of BACs
  Outstanding          72,896             72,896             72,896         72,896
                 ============        ===========       ============    ===========

Net loss-limited
  partners        $(1,232,189)       $(1,080,443)       $(1,039,152)   $(1,335,632)
                   ==========         ==========         ==========     ==========
</TABLE>




<PAGE>



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

None

                                    PART III

Item 10.  Directors and Executive Officers of the Registrant.

The Partnership has no directors or executive officers. The Partnership's
affairs are managed and controlled by the General Partners. On November 25,
1997, an affiliate of the Related General Partner purchased 100% of the stock of
the Freedom General Partner. Prior to such purchase the Freedom General Partner
was an affiliate of Lehman Brothers.

Certain information concerning the directors and executive officers of each of
the General Partners is set forth below.

Related Freedom Associates Inc., ("RFAI") is the sole general partner of Related
Freedom Associates L.P.

Name                                        Position

Stephen M. Ross                             Director

Alan P. Hirmes                              President

Stuart J. Boesky                            Senior Vice President

Marc D. Schnitzer                           Vice President

Denise L. Kiley                             Vice President

Glenn F. Hopps                              Treasurer

Teresa Wicelinski                           Secretary

STEPHEN M. ROSS, 61, is President and a Director and  shareholder of The Related
Realty  Group,  Inc.,  the  general  partner  of  The  Related  Companies,  L.P.
("Related").  He graduated  from the  University of Michigan  School of Business
Administration with a Bachelor of Science degree and from Wayne State University
School of Law with a Juris  Doctor  degree.  Mr. Ross then  received a Master of
Laws degree in taxation  from New York  University  School of Law. He joined the
accounting  firm of Coopers & Lybrand in Detroit as a tax  specialist  and later
moved to New York, where he worked for two large Wall Street investment  banking
firms in their real estate and corporate  finance  departments.  Mr. Ross formed
the  predecessor  of The Related  Companies,  L.P.  in 1972 to develop,  manage,
finance and acquire subsidized and conventional apartment developments. Mr. Ross
also serves on the Board of Trustees of Charter  Municipal  Mortgage  Acceptance
Company.

ALAN P. HIRMES,  46, has been a certified  public  accountant  in New York since
1978.  Prior to joining  Capital in October  1983,  Mr.  Hirmes was  employed by
Weiner & Co., certified public accountants.  Mr. Hirmes is also a Vice President
of Related. Mr. Hirmes graduated from Hofstra University with a Bachelor of Arts
degree.  Mr. Hirmes also serves on the Board of Directors of Aegis Realty,  Inc.
and Charter Municipal Mortgage Acceptance Company.

STUART J. BOESKY, 45, practiced real estate and tax law in New York City with
the law firm of Shipley & Rothstein from 1984 until February 1986 when he joined
Capital. From 1983 to 1984, Mr. Boesky practiced law with the Boston law firm of
Kaye, Fialkow, Richard & Rothstein (which subsequently merged with Strook &
Strook & Lavan) and from 1978 to 1980 was a consultant specializing in real
estate at the accounting firm of Laventhol & Horwath. Mr. Boesky graduated from
Michigan State University with a Bachelor of Arts degree and from Wayne State
School of Law with a Juris Doctor degree. He then received a Master of Laws
degree in Taxation from Boston University School of Law. Mr. Boesky also serves
on the Board of Directors of Aegis Realty, Inc., Charter Municipal Mortgage
Acceptance Company and American Mortgage Acceptance Company.

MARC D. SCHNITZER, 40, is responsible both for financial restructurings of real
estate properties and directing Related's acquisition of properties generating
Housing Tax Credits. Mr. Schnitzer received a Masters of Business Administration
from The Wharton School of the University of Pennsylvania in December 1987
before joining Related in January 1988. From 1983 to January 1986, he was a
financial analyst for the First Boston Corporation in New York. Mr. Schnitzer
graduated summa cum laude with a Bachelor of Science in Business Administration
from the School of Management at Boston University in May 1983.

DENISE L. KILEY,  41, is responsible  for overseeing the due diligence and asset
management   of   all   multifamily    residential    properties   invested   in
Related-sponsored  corporate, public and private equity and debt funds. Prior to
joining Related in 1990, Ms. Kiley had experience acquiring, financing and asset
managing multifamily residential  properties.  From 1981 through 1985 she was an
auditor  with  PricewaterhouseCoopers.  Ms. Kiley holds a Bachelor of Science in
Accounting from Boston College.

GLENN F. HOPPS, 38, joined Related in December, 1990, and prior to that date was
employed  by Marks  Shron &  Company  and  Weissbarth,  Altman  and  Michaelson,
certified public accountants. Mr. Hopps graduated from New York State University
at Albany with a Bachelor of Science Degree in Accounting.

TERESA WICELINSKI, 35, joined Related 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.

The Freedom General Partner

Name                                Position

Michael Brenner                     Director

Alan P. Hirmes                      President

Stuart J. Boesky                    Executive Vice President

Marc D. Schnitzer                   Vice President

Denise L. Kiley                     Vice President

Glenn F. Hopps                      Treasurer

Teresa Wicelinski                   Secretary

MICHAEL BRENNER, 55, is a Director of Aegis, and is the Executive Vice President
and Chief Financial Officer of TRCLP. Prior to joining TRCLP in 1996, Mr.
Brenner was a partner with Coopers & Lybrand, having served as managing partner
of its Industry Programs and Client Satisfaction initiatives from 1993-1996,
managing partner of the Detroit group of offices from 1986-1993 and Chairman of
its National Real Estate Industry Group from 1984-1986. Mr. Brenner graduated
summa cum laude from the University of Detroit with a Bachelors degree in
Business Administration and from the University of Michigan with a Masters of
Business Administration, with distinction. Mr. Brenner also serves on the Board
of Trustees of Charter Municipal Mortgage Acceptance Company and Aegis Realty,
Inc.

Biographical  information  with respect to Messrs.  Hirmes,  Boesky,  Schnitzer,
Hopps, Ms. Kiley and Ms. Wicelinski is set forth above.

Item 11.  Executive Compensation.

The Partnership has no officers or directors. The Partnership does not pay or
accrue any fees, salaries or other forms of compensation to directors or
officers of the General Partners for their services. However, under the terms of
the Partnership Agreement , the General Partners and their affiliates are
entitled to receive compensation from the Partnership in consideration of
certain services rendered to the Partnership by such parties. In addition, the
General Partners collectively hold a 1% interest in all profits, losses and
distributions attributable to operations and a subordinated 15% interest in such
items attributable to sales and refinancings. Certain directors and officers of
the General Partners receive compensation from the General Partner and their
affiliates for services performed for various affiliated entities which may
include services performed for the Partnership.

Freedom SLP L.P., an affiliate of the General Partners,  has either a .01% or 1%
interest, as a special limited partner, in each of the Local Partnerships.

The General Partners and their affiliates perform services for the Partnership.
The costs incurred are as follows:

a)  Due to Local General Partners and Affiliates

At March 31, 2001 and 2000, a majority of these fees were incurred in connection
with the development of the property and have been included in the basis of the
building.

Due to local general partners and affiliates at March 31, 2001 and 2000 consists
of the following:
<TABLE>
<CAPTION>


                                                                  2001
        2000

<S>                                                        <C>           <C>
Operating advances                                         $1,299,582    $1,144,670
Development fees                                            1,512,459     1,501,447
Due to contractor                                             114,620       114,620
Operating deficit loans (i)                                   319,638       319,638
Management and other fees                                     377,317       312,018
                                                          -----------   -----------

                                                           $3,623,616    $3,392,393
                                                            =========     =========
</TABLE>


b)  Other Expenses

The costs incurred to related parties for the years ended March 31, 2001, 2000
and 1999 were as follows:
<TABLE>
<CAPTION>


                                                               Year  Ended  March
                                            ---------------------------------------
31,
                                                    2001
2000                                                1999
----------                                  --------------

<S>                                         <C>           <C>           <C>
Partnership management fees (a)             $   676,000   $   676,000   $   676,000
Expense reimbursement (b)                       243,998       179,194       171,966
Local administrative fee (d)                     53,000        52,500        46,193
                                            -----------   -----------   -----------
Total general and administrative-
  General Partners                              972,998       907,694       894,159
                                             ----------    ----------    ----------
Property management fees
  incurred to affiliates of the
  subsidiary partnerships'
  general partners (c)                          655,511       628,222       655,117
                                             ----------    ----------    ----------
Total general and administrative-
  related parties                            $1,628,509    $1,535,916    $1,549,276
                                              =========     =========     =========
</TABLE>



(a) The General Partners are entitled to receive a partnership management fee,
after payment of all Partnership expenses, which together with the annual local
administrative fees will not exceed a maximum of 0.5% per annum of Invested
Assets (as defined in the Partnership Agreement), for administering the affairs
of the Partnership. Subject to the foregoing limitation, the partnership
management fee will be determined by the General Partners in their sole
discretion based upon their review of the Partnership's investment. Unpaid
partnership management fees for any year will be accrued without interest and
will be payable from working capital reserves or to the extent of available
funds after the Partnership has made distributions to the Limited Partners and
BACs holders of sale or refinancing proceeds equal to their original capital
contributions plus a 10% priority return thereon (to the extent not theretofore
paid out of Cash Flow). Partnership management fees owed to General Partners
amounting to approximately $4,180,000and $3,504,000 were accrued and unpaid as
of March 31, 2001 and 2000, respectively. Without the General Partners continued
accrual without payment, the Partnership will not be in a position to meet its
obligations. The General Partners have continued allowing the accrual without
payment of these amounts, but are under no obligation to continue to do so. The
Partnership is dependent upon the support of the General Partner and certain of
its affiliates in order to meet its obligations at the Partnership level. The
General Partner and these affiliates have agreed to continue such support for
the foreseeable future.

(b) The Partnership reimburses the General Partners and their affiliates for
actual Partnership operating expenses incurred by the General Partners and their
affiliates on the Partnership's behalf. The amount of reimbursement from the
Partnership is limited by the provisions of the Partnership Agreement. Another
affiliate of the General Partners performs asset monitoring for the Partnership.
These services include site visits and evaluations of the subsidiary
partnerships' performance.

(c) Property management fees incurred by subsidiary partnerships amounted to
$1,007,077, $984,438 and $968,246 for the 2001, 2000 and 1999 Fiscal Years,
respectively. Of these fees $655,511, $628,222 and $655,117 were incurred to
affiliates of the subsidiary partnerships.

(d) Freedom SLP L.P., a special limited partner of the subsidiary  partnerships,
is entitled to receive an annual local  administrative  fee of up to $2,500 from
each subsidiary partnership.

Tabular information concerning salaries, bonuses and other types of compensation
payable to executive officers has not been included in this annual report. As
noted above, the Partnership has no executive officers. The levels of
compensation payable to the General 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.

                    Name and address of     Amount and Nature of
Percentage
Title of Class      Beneficial Ownership    Beneficial Ownership           of
--------------      --------------------    --------------------         -----
Class
--------------------

General Partnership Related Freedom         $1,000 capital contribution    50%
Interest in the     Associates L.P.         -directly owned
Partnership         625 Madison Avenue
                    New York, NY 10022

General Partnership Freedom GP Inc.         $1,000 capital contribution    50%
Interest in the     625 Madison Avenue      -directly owned
Partnership         New York, NY 10022

Freedom SLP L.P., a limited partnership whose general partners are the General
Partners of the Partnership and which acts as the special limited partner of
each Local Partnership, holds a 1% limited partnership interest in each Local
Partnership.

Except as set forth below, no person (other than the Assignor Limited Partner)
was known by the Partnership to be the beneficial owner of more than five
percent of the Limited Partnership Interests and/or BACs and neither the General
Partners nor any director or officer of the General Partners owns any Limited
Partnership Interests or BACs.

                                            Amount and Nature of
Percentage
Name of Beneficial Owner                    Beneficial Ownership           of
------------------------                    --------------------         -----
Class
--------------------------------------------

Lehigh Tax Credit Partners, Inc.            8,375.66 (2) (3)               11.5%
J. Michael Fried                            8,375.66 (2) (3) (4)           11.5%
Alan P. Hirmes                              8,375.66 (2) (3) (4)           11.5%
Stuart J. Boesky                            8,375.66 (2) (3) (4)           11.5%
Stephen M. Ross                                          -                  -
Marc D. Schnitzer                                        -                  -
Denise L. Kiley                                          -                  -
Glenn F. Hopps                                           -                  -
All directors and executive officers of RFAI                8,375.66 (2) (3) (4)
11.5%
and The Freedom General Partner as a
group (eight persons)

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

(2) As set forth in schedule 13D filed by the Partnership, Lehigh Tax Credit
L.L.C. (Lehigh) and Lehigh Tax Credit Partners, Inc. (the "Managing Member") on
October 24, 1997 with the Securities and Exchange Commission (the "Commission")
and pursuant to a letter agreement dated August 26, 1997 among the Partnership,
Lehigh and Related Freedom Associates L.P. ("RFA") (the "Standstill Agreement"),
Lehigh agreed that, prior to August 26, 2007 (the "Standstill Expiration Date"),
it will not and it will cause certain affiliates (including Lehigh Tax Credit
Partners II, LLC ("Lehigh II")), not to (i) acquire, attempt to acquire or make
a proposal to acquire, directly or indirectly, more than 45% (including BACs
acquired through all other means) of the outstanding BACs, (ii) seek to propose
to enter into, directly or indirectly, any merger, consolidation, business
combination, sale or acquisition of assets, liquidation, dissolution or other
similar transaction involving the Partnership, (iii) make, or in any way
participate, directly or indirectly, in any "solicitation" of "proxies" or
"consents" (as such terms are used in the proxy rules of the Securities and
Exchange Commission (the "Commission")) to vote any voting securities of the
Partnership, (iv) form, join or otherwise participate in a "group" (within the
meaning of Section 13(d)(3) of the Act) with respect to any voting securities of
the Partnership, except that those affiliates bound by the Standstill Agreement
will not be deemed to have violated it and formed a "group" solely by acting in
accordance with the Standstill Agreement, (v) disclose in writing to any third
party any intention, plan or arrangement inconsistent with the terms of the
Standstill Agreement, or (vi) loan money to, advise, assist or encourage any
person in connection with any action inconsistent with the terms of the
Standstill Agreement. In addition, Lehigh agreed that until the Standstill
Expiration Date it will not sell any BACs acquired by it unless the buyer of
such BACs agrees to be bound by the Standstill Agreement; provided, however,
Lehigh may make transfers in the secondary market to any purchaser which
represents that following such sale it will not own three (3%) percent or more
of the BACs outstanding. By the terms of the Standstill Agreement, Lehigh also
agreed to vote its BACs in the same manner as a majority of all voting BACs
holders; provided, however, Lehigh is entitled to vote its BACs as it determines
with regard to any proposal (i) to remove RFA as a general partner of the
Partnership or (ii) concerning the reduction of any fees, profits, distributions
or allocations for the benefit of RFA or its affiliates. The discussion herein
of the Standstill Agreement is subject to and qualified in its entirety by
reference to such agreement, a copy of which is attached hereto as an exhibit
and incorporated herein by reference.

(3) As of May 22, 2001, Lehigh held 4,192.83 BACs and Lehigh II held 4,182.83
BACs which constitutes approximately 11.5% of the outstanding BACs owned.

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

Item 13.  Certain Relationships and Related Transactions.

The Partnership has and will continue to have certain relationships with the
General Partners and their affiliates, as discussed in Item 11 which is
incorporated herein by reference thereto. However, there have been no direct
financial transactions between the Partnership and the directors and officers of
the General Partners.




<PAGE>


                                     PART IV

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


<PAGE>


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

(a) 1.   Financial Statements

         Independent Auditors' Reports                                        16

         Consolidated Balance Sheets as of March 31, 2001 and 2000            87

         Consolidated  Statements  of  Operations  for the years  ended
         March 31, 2001, 2000 and 1999                                        88

         Consolidated   Statements  of  Changes  in  Partners'  Capital
         (Deficit) for the years ended March 31, 2001, 2000 and 1999          89

         Consolidated  Statements  of Cash  Flows for the  years  ended
         March 31, 2001, 2000 and 1999                                        90

         Notes to Consolidated Financial Statements                           92

(a) 2.   Financial Statement Schedules

         Schedule I - Condensed Financial Information of Registrant          114

         Schedule III - Real Estate and Accumulated Depreciation             117

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

(a) 3.   Exhibits

(3A)     The  Partnership's  Amended and Restated  Agreement of Limited
         Partnership,  incorporated  herein as an exhibit by  reference
         to Exhibit A to the Partnership's  Prospectus,  dated February
         9,  1990,  as  supplemented   by  supplements   thereto  dated
         December  7, 1990,  May 10,  1991,  July 10, 1991 and July 23,
         1991 (as so supplemented,  the  "Prospectus"),  filed with the
         Securities  and Exchange  Commission on July 30, 1992, as part
         of  Post-Effective   Amendment  No.  6  to  the  Partnership's
         registration   statement  on  Form  S-11,  File  No.  33-30859
         ("Post-Effective Amendment No. 6")

(3B)     The Partnership's Certificate of Limited Partnership, as filed with
         Secretary of State of the State of Delaware on August 28, 1989,
         incorporated herein as an exhibit by reference to Exhibit (3C) to the
         Partnership's registration statement on Form S-11, File No. 33-30859,
         as filed with the Securities and Exchange Commission on September 1,
         1989 (the "Initial S-11")

(10A)    Form of  Subscription  Agreement,  incorporated  herein  as an
         exhibit by reference to Exhibit B to the  Prospectus  as filed
         as part of Post-Effective Amendment No. 6

(10B)    Form of Purchase and Sale Agreement pertaining to the Partnership's
         acquisition of Local Partnership Interests, incorporated herein as an
         exhibit by reference to Exhibit (10C) to the Initial S-11

(10C)    Form of Amended and Restated Agreement of Limited Partnership of Local
         Partnerships, incorporated herein as an exhibit by reference to Exhibit
         (10D) to Pre-Effective Amendment No. 1 to the Partnership's
         registration statement on Form S-11, File No. 33-30859, as filed with
         the Securities and Exchange Commission on December 21, 1989

(21)     Subsidiaries of the Registrant                                      111

(b)      Reports on Form 8-K

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



<PAGE>



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


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

         Parkside Townhomes Associates                                     PA
         Twin Trees Apartments                                             UT
         Bennion Park Apartments (Mulberry)                                UT
         Hunters Chase Apartments                                          AL
         Wilshire Park Apartments                                          AL
         Bethel Park Apartments                                            OH
         Zebulon Park Apartments                                           OH
         Tivoli Place Apartments                                           TN
         Northwood  Apartments of Georgia                                  FL
         Oxford Trace Apartments                                           SC
         Ivanhoe Apartments Limited Partnership                            UT
         Washington Brooklyn Limited Partnership                           NY
         C.H. Development Group Associates (Manhattan B)                   NY
         Davidson Court Limited Partnership                                NY
         Magnolia Mews Limited Partnership                                 PA
         The Oaks Village Limited Partnership                              NC
         Greenfield Village Limited Partnership                            NC
         CLM Equities Limited Partnership (Morris Avenue)                  NY
         Victoria Manor Associates                                         CA
         Ogontz Hall Investors                                             PA
         Eagle Ridge Limited Partnership                                   WI
         Nelson Anderson Affordable Housing Limited Partnership            NY
         Conifer Irondequoit Associates (Abraham Lincoln)                  NY
         Middletown Associates (Wilson Street)                             PA
         Lauderdale Lakes Associates, Ltd.                                 FL
         Flipper Temple Associates Limited Partnership                     GA
         220 Cooper Street Associates Limited Partnership                  NJ
         Pecan Creek                                                       OK
         363 Grand Vendome Associates Limited Partnership                  NY
         New Augusta Ltd. (Rainer Villas)                                  AL
         Pine Shadow Apartments                                            AL
         Windsor Place Apartments                                          AL
         Brookwood Apartments, Ltd.                                        AL
         Heflin Hills Apartments, Ltd.                                     AL
         Shadowood Apts., Ltd.                                             AL
         Brittany Associates, Ltd.                                         MS
         Hidden Valley Apartments                                          AL
         Westbrook Square Limited Partnership                              MS
         Warsaw Elderly Housing Ltd. (Royal Pines Apts.)                   KY
         West Hill Square Apts., Ltd.                                      AL
         Elmwood Associates                                                MS
         Harmony Gate Associates                                           CA



<PAGE>



J:\PFK\March\FREE\FREE.DOC
                                   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.


                           FREEDOM TAX CREDIT PLUS L.P.


                                    By: RELATED FREEDOM ASSOCIATES L.P.
                                        a general partner


                                        By: RELATED FREEDOM ASSOCIATES INC.
                                            a general partner

Date:

                                        By: _______________________________
                                            Alan Hirmes,
                                            President



                                    By: FREEDOM GP INC.
                                        a general partner

Date:

                                        By: _______________________________
                                            Alan Hirmes
                                            President



<PAGE>


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the report has been signed below by the following persons on behalf
by the registrant and in the capacities and on the dates indicated:


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







                           President (Principal Executive and Financial Officer)
_____________________        of Related Freedom Associates, Inc.
Alan P. Hirmes               and Freedom GP Inc.


                          Treasurer    (Principal   and   Executive   Accounting
Officer)
_____________________        of Related Freedom Associates, Inc.
Glenn F. Hopps               and Freedom GP Inc.



                             Director of Related
_____________________        Freedom Associates, Inc.
Stephen M. Ross



<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.


                           FREEDOM TAX CREDIT PLUS L.P.


                                    By: RELATED FREEDOM ASSOCIATES L.P.
                                        a general partner


                                        By: RELATED FREEDOM ASSOCIATES INC.
                                            a general partner

Date:  June 20, 2001

                                        By: /s/ Alan P. Hirmes
                                            ------------------
                                            Alan P. Hirmes,
                                            President



                                    By: FREEDOM GP INC.
                                        a general partner

Date:  June 20, 2001

                                        By: /s/ Alan P. Hirmes
                                            ------------------
                                            Alan. P. Hirmes,
                                            President



<PAGE>


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the report has been signed below by the following persons on behalf
by the registrant and in the capacities and on the dates indicated:


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






                         President (Principal Executive and Financial Officer)
/s/ Alan P. Hirmes           of Related Freedom Associates, Inc.
------------------
Alan P. Hirmes               and Freedom GP Inc.                 June 20, 2001


                             Treasurer (Principal Accounting Officer)
/s/ Glenn F. Hopps           of Related Freedom Associates, Inc.
------------------
Glenn F. Hopps               and Freedom GP Inc.                 June 20, 2001



                             Director of Related
/s/ Stephen M. Ross          Freedom Associates, Inc.
-------------------
Stephen M. Ross                                                  June 20, 2001



<PAGE>


                           FREEDOM TAX CREDIT PLUS L.P.
                                    SCHEDULE I
                   CONDENSED FINANCIAL INFORMATION OF REGISTRANT



Summarized   condensed  financial   information  of  registrant  (not  including
consolidated subsidiary partnerships)
<TABLE>
<CAPTION>



                            CONDENSED BALANCE SHEETS


                                     ASSETS

                                                                  March
                                                          -------------
31,
                                                                  2001
        2000


<S>                                                   <C>                <C>
Cash and cash equivalents                             $        38,850    $      115,674
Investment in subsidiary partnerships,
  carried on an equity basis                               18,089,411    23,384,647
                                                           ----------    ----------

Total assets                                              $18,128,261   $23,500,321
                                                           ==========    ==========


                        LIABILITIES AND PARTNERS' CAPITAL


Due to general partner and affiliates                    $  4,714,509  $  3,782,056
Accounts payable and other liabilities                         56,600        48,511
                                                        ------------- -------------

Total liabilities                                           4,771,109     3,830,567

Partners' capital                                          13,357,152    19,669,754
                                                           ----------    ----------

Total liabilities and partners' capital                   $18,128,261   $23,500,321
                                                           ==========    ==========

</TABLE>


<PAGE>


                           FREEDOM TAX CREDIT PLUS L.P.
                                    SCHEDULE I
                   CONDENSED FINANCIAL INFORMATION OF REGISTRANT



                       CONDENSED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>




                                                               Year  Ended  March
                                            ---------------------------------------
31,
                                                    2001
2000                                                1999
----------                                  --------------

Income

<S>                                      <C>            <C>           <C>
Other income                             $          956 $       7,915 $       9,079
                                          -------------  ------------  ------------


Expenses


Equity in losses of subsidiary partnerships   5,263,891     3,718,137     3,738,321
General and administrative                       72,121       116,848       105,050
General and administrative-related parties      972,998       907,694       894,159
                                             ----------    ----------    ----------

Total Expenses                                6,309,010     4,742,679     4,737,530
                                              ---------     ---------     ---------

Net loss                                    $(6,308,054)  $(4,734,764)  $(4,728,451)
                                             ==========    ===========   ==========

</TABLE>



<PAGE>


                           FREEDOM TAX CREDIT PLUS L.P.
                                    SCHEDULE I
                   CONDENSED FINANCIAL INFORMATION OF REGISTRANT



                       CONDENSED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>



                                                               Year  Ended  March
                                            ---------------------------------------
31,
                                                    2001
2000                                                1999
----------                                  --------------

<S>                                         <C>           <C>           <C>
Net loss                                    $(6,308,054)  $(4,734,764)  $(4,728,451)
                                             ----------    ----------    ----------

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

Equity in losses of subsidiary partnerships   5,263,891     3,718,137     3,738,321

Writeoff of organizational costs                      0        69,652             0

Increase (decrease) in liabilities:

Due to general partner and affiliates           932,453       855,950       735,169
Accounts payable and other liabilities            8,089         2,203         1,008
                                          ------------- -------------  ------------

Total adjustments                             6,204,433     4,645,942     4,474,498
                                             ----------    ----------    ----------

Net cash used in operating activities          (103,621)      (88,822)     (253,953)
                                            -----------   ------------  -----------

Cash flows from investing activities:

Distributions from subsidiaries                  26,797        24,406        16,630
                                           ------------   -----------   -----------

Net decrease in cash and cash equivalents       (76,824)      (64,416)     (237,323)

Cash and cash equivalents, beginning of year    115,674       180,090       417,413
                                            -----------    ----------    ----------

Cash and cash equivalents, end of year     $     38,850   $   115,674   $   180,090
                                            ===========    ==========    ==========

</TABLE>




<PAGE>


<PAGE>

                           FREEDOM TAX CREDIT PLUS L.P.
                          AND CONSOLIDATED PARTNERSHIPS
                                  SCHEDULE III
                    REAL ESTATE AND ACCUMULATED DEPRECIATION
                                 MARCH 31, 2001
<TABLE>
<CAPTION>



Life on which
                                                                            Cost
Purchase Price
Depreciation in
                                       Initial Cost to Partnership
Capitalized              Adjustments(B)          Gross Amount at which  Carried At
                                                 ----------------------------------
Close of Period             Year of               Latest Income
---------------
                                                 Buildings andSubsequent to
Buildings and                         Buildings and
Accumulated              Construction/   Date     Statements are
Description              Encumbrances     Land                Improvements
-----------              ------------ -----------             ------------  --
Acquisition              Improvements     Land                Improvements
-------------            ------------ -------------           ------------  ----
Total(A)                 Depreciation  Renovation             Acquired
-----------              ------------ -------------           --------
Computed(C)(D)

Properties:







                           FREEDOM TAX CREDIT PLUS L.P.
                          AND CONSOLIDATED PARTNERSHIPS
                                  SCHEDULE III
                    REAL ESTATE AND ACCUMULATED DEPRECIATION
                                 MARCH 31, 2001

Life on which
                                                                            Cost
Purchase Price
Depreciation in
                                       Initial Cost to Partnership
Capitalized              Adjustments(B)          Gross Amount at which  Carried At
                                                 ----------------------------------
Close of Period             Year of               Latest Income
---------------
                                                 Buildings andSubsequent to
Buildings and                         Buildings and
Accumulated              Construction/   Date     Statements are
Description              Encumbrances     Land                Improvements
-----------              ------------ -----------             ------------  --
Acquisition              Improvements     Land                Improvements
-------------            ------------ -------------           ------------  ----
Total(A)                 Depreciation  Renovation             Acquired
-----------              ------------ -------------           --------
Computed(C)(D)

Parkside Townhouses
<S>                    <C>            <C>         <C>            <C>          <C> <C>           <C>         <C>            <C>
  York, PA             $1,656,581     263,231     4,439,564      51,289       0   $  265,796    4,488,288   4,754,084      1,671,550
1989                   Sept. 1990          27.5
Twin Trees
  Layton, UT            1,158,140     112,401     2,668,179     140,761   (47,642)     115,125    2,758,574   2,873,699    1,143,167
1989                    Oct. 1990          27.5
Bennion (Mulberry)
  Taylorsville, UT      2,205,413     258,000     4,934,447     555,212  (22,842)     260,565    5,464,252   5,724,817    2,301,249
1989                    Oct. 1990          27.5
Hunters Chase
  Madison, AL           2,539,274     411,100     5,616,330  (1,546,751)  (713,028)     413,665    3,353,986   3,767,651   2,254,547
1989                    Oct. 1990          27.5
Bethel Park
  Bethel, OH            1,944,415     141,320     5,365,882     257,783   (846,229)     143,885    4,774,871   4,918,756   2,150,572
1989                    Oct. 1990          27.5
Zebulon Park
  Owensville, OH        1,634,901     165,000     4,187,880     245,036   (542,936)     167,565    3,887,415   4,054,980   1,678,597
1989                    Oct. 1990          27.5
Tivoli Place
  Murphreesboro, TN     1,558,342     267,500     4,146,759     236,770   (207,625)     270,065    4,173,339   4,443,404   1,756,635
1989                    Oct. 1990          27.5
Northwood
  Jacksonville, FL      2,814,445     494,900     6,630,321     309,256   (294,886)     497,465    6,642,126   7,139,591   2,798,893
1989                    Oct. 1990          27.5
Oxford Trace
  Aiken, SC               727,822     162,000     1,725,512    (645,346)  (161,049)     164,564      916,553   1,081,117     711,143
1989                    Oct. 1990          27.5
Wilshire
  Huntsville, AL        1,741,109     178,497     4,014,281    (916,970) (432,405)     181,060    2,662,343   2,843,403   1,461,502
1989                    Oct. 1990          27.5
Ivanhoe
  Salt Lake City, UT      492,473      41,000     1,136,915      33,554       0       42,677    1,168,792   1,211,469        392,928
1991                    Jan. 1991          27.5
Washington Avenue
  Brooklyn, NY                  0      42,485     2,843,351      73,904      0       44,162    2,915,578   2,959,740        932,947
1991                    Jan. 1991          27.5
C.H. Development
  (Manhattan B)
  New York, NY          1,613,988           3     3,294,688      46,902       0        1,680    3,339,913   3,341,593      1,369,425
1991                    Jan. 1991          27.5
Davidson Court
  Staten Island, NY             0      96,892       773,052      37,064       0       98,569      808,439     907,008        258,805
1991                    Mar. 1991          27.5
Magnolia Mews
  Philadelphia, PA      1,708,945     200,000       668,007   2,313,694       0      201,677    2,980,024   3,181,701        971,792
1991                    Mar. 1991          27.5
Oaks Village
  Whiteville, NC        1,464,250      63,548     1,799,849     192,215       0       65,225    1,990,387   2,055,612        730,510
1991                    Mar. 1991          27.5
Greenfield Village
  Dunn, NC              1,473,509      78,296     1,806,126      44,300       0       79,973    1,848,746   1,928,722        718,598
1991                    Mar. 1991         127.5
Morris Avenue
  (CLM Equities)22
  Bronx, NY             2,459,793           2     4,767,049     270,554       0        1,679    5,035,926   5,037,605      1,720,196
1991                    Apr. 1991          27.5
Victoria Manor
  Riverside, CA         2,486,250     615,000     5,340,962    (153,198)      0      616,677    5,186,087   5,802,764      1,823,487
1991                    Apr. 1991          27.5
Ogontz Hallz
  Philadelphia, PA      1,969,602           0       328,846   3,311,459       0        1,677    3,638,628   3,640,305      1,184,554
1990                    Apr. 1991          27.5
Eagle Ridge
  Stoughton, WI         1,681,376     321,594     2,672,385      69,702       0      323,271    2,695,410   3,018,681      1,220,934
1991                     May 1991          27.5
Nelson Anderson
  Bronx, NY             3,620,926           2     6,524,096      66,467       0        1,679    6,588,886   6,590,565      2,214,105
1991                    June 1991          27.5
Conifer Irondequoit
  (Abraham Lincoln)
  Irondequoit, NY       2,887,500      20,000     5,407,108      84,018       0       21,677    5,489,449   5,511,126      1,926,596
1991                   Sept. 1991          27.5
Wilson Street Apts.
  (Middletown)
  Middletown, PA        1,673,496      38,449             0   3,379,535       0       40,126    3,377,858   3,417,984      1,081,898
1991                   Sept. 1991          27.5
Lauderdale Lakes
  Lauderdale Lakes, FL  4,997,188     873,973     3,976,744   5,481,024       0      875,668    9,456,073  10,331,741      2,201,791
1991                    Oct. 1991          40
Flipper Temple
  Atlanta, GA           2,566,633      70,519     4,907,110     698,169       0       72,196    5,603,602   5,675,798      1,760,392
1991                    Oct. 1991          27.5
220 Cooper Street
  Camden, NJ              977,075      41,000             0   3,662,349       0       42,677    3,660,672   3,703,349      1,226,116
1991                    Dec. 1991          27.5
Vendome
  Brooklyn, NY          2,636,338      12,000     4,867,584     220,536       0       13,677    5,086,443   5,100,120      2,222,597
1991                    Dec. 1991          20
Pecan Creek
  Tulsa, OK             1,004,020      50,000     1,484,923     113,645       0       50,161    1,598,407   1,648,568        459,570
1991                    Dec. 1991          27.5
New Augusta Ltd.
  (Rainer Villas)87,776
  New Augusta, AL         714,176      15,000       939,681      87,776       0       15,161    1,027,296   1,042,457        255,474
1991                    Dec. 1991          27.5
Pine Shadow Apts.
  Waveland, MS          1,632,255      74,550     2,117,989     120,260       0       74,711    2,238,088   2,312,799        707,603
1991                    Dec. 1991          27.5
Windsor Place Apts.
  Wedowee, AL             761,647      40,000       904,888      41,136       0       40,161      945,863     986,024        241,375
1991                    Dec. 1991          27.5
Brookwood Apts.
  Foley, AL             1,262,340      68,675     1,517,190      62,168       0       68,836    1,579,197   1,648,033        423,733
1991                    Dec. 1991          27.5
Heflin Hills Apts.
  Heflin, AL              739,521      50,000       841,300      44,171       0       50,161      885,310     935,471        239,792
1991                    Dec. 1991          27.5
Shadowood Apts.
  Stevenson, AL           743,448      27,000       898,800       6,568       0       27,161      905,207     932,368        241,846
1991                    Dec. 1991          27.5
Brittany Associates
  DeKalb, MS              685,233      20,000       843,592      22,329       0       20,161      865,760     885,921        233,457
1990                    Dec. 1991          27.5
Hidden Valley Apts.
  Brewton, AL           1,254,384      68,000     1,637,840      62,723       0       68,161    1,700,402   1,768,563        449,871
1991                    Dec. 1991          27.5
Westbrook Square L.P.
  Carthage, MS          1,023,013      40,000     1,254,957      17,598       0       40,161    1,272,394   1,312,555        340,963
1990                    Dec. 1991          27.5
Warsaw Elderly Housing Ltd.
  Warsaw, KY            1,134,371      98,819     1,333,666       6,247       0       98,980    1,339,692   1,438,672        337,041
1991                    Dec. 1991          27.5
West Hill Square Apts. Ltd.
  Gordo, AL               766,465      60,000       954,020      20,112       0       60,161      973,971   1,034,132        255,779
1991                    Dec. 1991          27.5
Elmwood Assoc.
  Picayune, MS            706,263      81,500       829,183      19,671       0       81,661      848,693     930,354        211,489
1991                    Dec. 1991          27.5
Harmony Gate Assoc.
  Los Angeles, CA       3,904,970           0     9,757,807      27,490        0         161    9,785,136   9,785,297      3,060,487
                       -------------------------------------------------------------------------------------------------------------
1992                    Jan. 1992          27.5

                      $69,021,892   5,662,256   120,113,803  19,171,182  (3,268,642) 5,720,520  135,958,079 141,678,599   49,344,006
                       ===========================================================================================================

(A) Aggregate cost for federal income tax purposes, $146,576,191.
(B) Rental  guarantees  and  development  deficit  guarantees for GAAP purposes are
    treated as a reduction of the asset.
(C) Furniture and fixtures, included with buildings and improvements, are
    depreciated primarily by the straight line method over the estimated useful
    lives ranging from 5 to 7 years.
(D) Since all properties were acquired as operating properties, depreciation is
    computed using primarily the straight line method over the estimated useful
    lives determined by the Partnership from date of acquisition.
(E) Reconciliation of Real Estate owned:
</TABLE>
<TABLE>
<CAPTION>



                                                      Cost   of   Property   and
                                    -----------------------------------------------
Equipment
------------------------------------                 -----------------------------
Accumulated Depreciation
-----------------------------------------------------


Year Ended March 31,
-----------------------------------------------------------------------
                                         2001             2000
                                    ---------------- ----------------  -----
1999                                     2001             2000              1999
-----------                         ---------------- ----------------  -----------------

<S>                             <C>               <C>               <C>               <C>               <C>              <C>
Balance at beginning of year    $142,977,169      $142,723,550      $142,201,472      $44,409,197       $39,508,462      $34,548,717
Additions during year:
Improvements                         772,704           758,517           522,078
Dispositions                          (6,274)           (4,898)                0           (4,596)           (4,898)               0
Depreciation expense                                                                    4,939,405         4,905,633        4,959,745
Loss on impairment of asset       (2,065,000)         (500,000)                 0                                         __________
                                ------------      --------------------------------------------------------------------

Balance at close of year        $141,678,599      $142,977,169      $142,723,550      $49,344,006       $44,409,197      $39,508,462
                                 ===========       ===========       ===========       ==========        ==========       ==========

At the time the local partnerships were acquired by Freedom Tax Credit Plus
L.P., the entire purchase price paid by Freedom Tax Credit Plus L.P. was pushed
down to the local partnerships as property and equipment with an offsetting
credit to capital. Since the projects were in the construction phase at the time
of acquisition, the capital accounts were insignificant at the time of purchase.
Therefore, there are no material differences between the original cost basis for
tax and GAAP.
</TABLE>




<PAGE>