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

                                    FORM 10-K


(Mark One)

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

For the fiscal year ended March 31, 2005

                                       OR

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



                         COMMISSION FILE NUMBER 0-24652

                          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) 317-5700

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]

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

       The approximate  aggregate book value of the voting and non-voting common
equity held by  non-affiliates  of the  Registrant  as of September 30, 2004 was
$789,309 based on Limited Partner equity as of such date.

       Registrant's voting and non-voting common equity is not publicly traded.

                       DOCUMENTS INCORPORATED BY REFERENCE

       None



<PAGE>





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



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



                                       2
<PAGE>



                                     PART I


Item 1.  Business

General
-------

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.  On November  17,
2003, CharterMac acquired Related Capital Company,  which is the indirect parent
of RCC Manager L.L.C., the sole shareholder of Related Freedom Associates, Inc.,
the general partner of the Related General Partner. Pursuant to the acquisition,
CharterMac  acquired  controlling  interests  in  the  General  Partners.   This
acquisition did not affect the Partnership or its day-to-day operations,  as the
majority of the General Partners' management team remained unchanged.

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.)

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, 2005, the  Partnership has
acquired  interests  in  forty-two  Local  Partnerships.  As of March 31,  2005,
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,  2005 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 the 15-year  period (the  "Compliance  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 (the "Compliance Period") in order to remain qualified
to receive the credits.  Certain  Apartment  Complexes have extended  compliance
periods of up to fifty years.

A loss on  impairment of assets is recorded when  management  estimates  amounts
recoverable   through  future   operations  and  sale  of  the  property  on  an
undiscounted  basis  are  below  depreciated  cost.  At that  time the  property
investments  themselves are reduced to estimated fair value (generally using the
discounted cash flow valuation method).  Through March 31, 2005, the Partnership
has not recorded any loss on impairment of assets or reduction to estimated fair
value.  While the value of the remaining Tax Credits are a factor in calculating
fair value,  the expiration of the Tax Credit Period,  in and of itself,  is not
the only factor in determining whether there is an impairment and generally does
not have any adverse impact on the fair value of the Local Partnerships.

The Partnership generated $1,710,233 in Tax Credits during the 2002 Fiscal Year.
As of December 31, 2002, all the Local  Partnerships  have  completed  their Tax
Credit Periods and the Partnership  has met its primary  objective of generating
Tax Credits for qualified BACs holders.  However,  each Local  Partnership  must



                                       3
<PAGE>



continue  to  comply  with  the Tax  Credit  requirements  until  the end of the
Compliance Period in order to avoid recapture of the Tax Credits. The Compliance
Period will end between  December 31, 2004 and December 31, 2007 with respect to
the Properties depending upon when the Credit Period commenced.

The Partnership  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, 2005, cash  distributions  received from the Local  Partnerships
have been 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 15 (a) 2; Schedule
III.


<PAGE>

<TABLE>
<CAPTION>

                           Local Partnership Schedule
                           --------------------------
                                                                   % of Units Occupied at May 1,
         Name of Location                                 ------------------------------------------------
        (Number of Units)             Date Acquired         2005      2004      2003      2002      2001
----------------------------------    --------------      --------  --------  --------  --------  --------
<S>                                   <C>                   <C>       <C>       <C>       <C>       <C>
Parkside Townhomes
York, PA (53)                         September 1990         92%       98%       89%       87%       94%

Twin Trees
Layton, UT (43)                         October 1990         93%       95%       95%       98%      100%

Bennion (Mulberry)
Taylorsville, UT (80)                   October 1990         95%       93%       88%       96%       94%

Hunters Chase
Madison, AL (91)                        October 1990         80%       80%       95%       93%       95%

Wilshire Park
Huntsville, AL (65)                     October 1990         85%       91%       88%       94%       95%

Bethel Park
Bethel, OH (84)                         October 1990         83%       96%       89%       80%       86%

Zebulon Park
Owensville, OH (66)                     October 1990         86%       94%       94%       95%       97%

Tivoli Place
Murphreesboro, TN (61)                  October 1990         95%       90%       92%       89%       88%

Northwood (Hartwood)
Jacksonville, FL (110)                  October 1990         93%       97%       92%      100%       95%

Oxford Trace
Aiken, SC (29)                          October 1990         90%       96%       97%       79%       97%

</TABLE>

                                       4
<PAGE>

<TABLE>
<CAPTION>

                           Local Partnership Schedule
                           --------------------------
                                                                   % of Units Occupied at May 1,
         Name of Location                                 ------------------------------------------------
        (Number of Units)             Date Acquired         2005      2004      2003      2002      2001
----------------------------------    --------------      --------  --------  --------  --------  --------
<S>                                   <C>                   <C>       <C>       <C>       <C>       <C>
Ivanhoe Apts
Salt Lake City, UT (19)                 January 1991         95%      100%       79%       95%       95%

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

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

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

Magnolia Mews
Philadelphia, PA (63)                     March 1991         97%       95%       98%      100%      100%

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

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

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

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

Ogontz Hall
Philadelphia, PA (35)                     April 1991         97%       90%      100%       65%(a)   100%

Eagle Ridge
Stoughton, WI (54)                          May 1991         83%       87%       89%       93%       96%

Nelson Anderson
Bronx, NY (81)                             June 1991         93%       98%       98%       96%       98%

Abraham Lincoln Apts
Irondequoit, NY (69)                    September 1991       88%       86%       83%       94%       91%

Wilson Stree
(Middletown)t Apts
Middletown, PA (44)                     September 1991       89%       98%       98%       95%       91%

Lauderdale Lakes
Lauderdale Lakes, FL (172)              October 1991        100%       99%       97%       96%       95%

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

220 Cooper Street
Camden, NJ (29)                        December 1991         90%      100%      100%       93%       97%

Pecan Creek
Tulsa, OK (47)                         December 1991         85%       96%       92%       94%       98%

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

Rainer Villas
New Augusta, MS (20)                   December 1991         90%      100%       85%      100%      100%

Pine Shadow Apts
Waveland, MS (48)                      December 1991        100%      100%       98%      100%      100%

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

</TABLE>



                                       5
<PAGE>

<TABLE>
<CAPTION>

                           Local Partnership Schedule
                           --------------------------
                                                                   % of Units Occupied at May 1,
         Name of Location                                 ------------------------------------------------
        (Number of Units)             Date Acquired         2005      2004      2003      2002      2001
----------------------------------    --------------      --------  --------  --------  --------  --------
<S>                                   <C>                   <C>       <C>       <C>       <C>       <C>
Brookwood Apts
Foley, AL (38)                         December 1991         95%       84%       95%       98%       95%

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

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

Brittany Apts
DeKalb, MS (25)                        December 1991         96%      100%      100%      100%      100%

Hidden Valley Apts
Brewton, AL (40)                       December 1991        100%      100%      100%       99%      100%

Westbrook Square
Carthage, MS (32)                      December 1991         94%       97%       97%       88%       88%

Royal Pines  pts. (Warsaw Elderly)
Warsaw, KY (36)                        December 1991         97%      100%      100%      100%      100%

West Hill Square
Gordo, AL (24)                         December 1991         96%      100%      100%      100%      100%

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

Harmony Gate Apts
Los Angeles, CA (70)                    January 1992         93%       97%       99%       97%       97%

</TABLE>

None of the Local Partnership's  assets or revenue balances are greater than 10%
of the Partnership's 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  required 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, 2005, all Operating Deficit Guarantees have expired.


Item 3. Legal Proceeding

Washington Brooklyn
-------------------
In or about  September  2003,  two  putative  mortgagees  commenced  a  mortgage
foreclosure  action in the Supreme Court of the State of New York,  Kings County
(the  "Court"),  entitled  150 Beach 120th  Street Inc. v.  Washington  Brooklyn
Limited  Partnership,  Index No. 35255/2003,  seeking to foreclose on an alleged
$100,000 loan and mortgage  against the real property (the "Apartment  Complex")
owned by Washington Brooklyn Limited Partnership ("Washington"). Apparently, the
former general partner of Washington,  BUFNY Houses of Brooklyn, Inc. ("BUFNY"),
allegedly  granted two mortgages in the amounts of $225,000 and $100,000 secured
by the Apartment  Complex.  Each of the foregoing  mortgages was granted without
the  knowledge of Freedom  SLP,  L.P.  (the  "Special  Limited  Partner") or the
Partnership  (collectively  the  "Freedom  LPs") or the  consent of the  Special
Limited Partner,  as required by Washington's  Amended and Restated Agreement of
Limited Partnership (the "Partnership Agreement").  The Freedom LPs believe that



                                       6
<PAGE>



BUFNY did not use the alleged loan proceeds for the benefit of Washington or the
Apartment Complex. For these and other reasons, the Freedom LPs contend that the
alleged mortgages are invalid.

In addition, BUFNY allegedly failed to comply with the terms of either mortgage,
which resulted in the holders of the alleged  $100,000  mortgage  commencing the
foreclosure  proceedings.  BUFNY did not appear in or  otherwise  respond to the
foreclosure  proceedings.  The holders of the alleged $225,000 mortgage have not
yet, to the knowledge of the Freedom LPs, commenced any foreclosure proceedings.

Shortly  after the Freedom LPs became  aware of these  foreclosure  proceedings,
their counsel  contacted  counsel for the plaintiffs and mortgagees in an effort
to learn more about the alleged  mortgages and to resolve the disputes  relating
to the mortgages.  When those efforts failed,  the Freedom LPs filed a motion to
intervene  in the  foreclosure  action  and for  leave to file a late  answer on
behalf of themselves and Washington.  The Freedom LPs contend that the mortgages
are  invalid  and that  Washington  is not  liable  for  them or the  underlying
indebtedness. In an order dated September 7, 2004, the Court granted the Freedom
L.P.s'  motion  to  intervene  and to  file  a  late  answer  on  behalf  of the
Partnership.

On or about September 21, 2004, the Freedom LPs, on behalf of themselves and the
Partnership,  served an  answer,  counterclaims  and  crossclaims  in  defending
against the action. The answer denied the material  allegations of the complaint
and asserted certain affirmative defenses,  counterclaims and crossclaims. Among
other  things,  the Freedom LPs, on behalf of  themselves  and the  Partnership,
added  The  Levites  Organization,  one of the two  co-holders  of the  $225,000
mortgage for which the  plaintiffs'  complaint did not seek  foreclosure,  as an
additional  counterclaim  defendant,  and the  Freedom  LPs assert that both the
$100,000 and $225,000  mortgages are invalid and void ab initio. The parties are
currently engaged in taking discovery.

The Freedom LPs intend to defend the action and  prosecute  their  counterclaims
and crossclaims  vigorously.  The final outcome of this case, however, cannot be
determined  at this time.  If the Court were to reject the Freedom LPs  defenses
and  counterclaims,  then it is possible  that the  Apartment  Complex  might be
foreclosed upon and the Partnership might lose its title to and interests in the
Apartment Complex.

In  addition,  due to BUFNY's  breach of  fiduciary  duties and  breaches of the
Partnership  Agreement,  the Special Limited Partner  exercised its rights under
the Partnership Agreement to remove BUFNY as Washington's general partner and to
substitute  itself as the new replacement  general partner,  effective April 26,
2004.

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

None



                                       7
<PAGE>



                                     PART II


Item 5. Market for the  Registrant's  Common  Equity,  Related  Security  Holder
Matters And Issuer Purchases of Equity Securities

As of March 31, 2005,  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 5, 2005, the Partnership has 4,146
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, 2005. The Partnership does not
anticipate  providing cash distributions to its BACs holders other than from net
refinancing or sales proceeds.


Item 6.  Selected Financial Data.

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

<TABLE>
<CAPTION>

                                                              For the Year Ended March 31,
                                     -----------------------------------------------------------------------------
           OPERATIONS                    2005             2004            2003            2002            2001
---------------------------------    ------------     ------------    ------------    ------------    ------------
<S>                                  <C>              <C>             <C>             <C>             <C>
Revenues                             $ 16,579,681     $ 16,373,601    $ 15,732,226    $ 15,417,026    $ 14,946,838
Expenses                              (20,842,844)     (20,165,525)    (19,523,423)    (19,207,657)    (19,238,172)
Loss on impairment of assets                    0                0               0               0      (2,065,000)
                                     ------------     ------------    ------------    ------------    ------------

 Loss before minority interest         (4,263,163)      (3,791,924)     (3,791,197)     (3,790,631)     (6,356,334)
Minority interest                          43,525           36,960          37,450          39,461          48,280
                                     ------------     ------------    ------------    ------------    ------------

Net loss                             $ (4,219,638)    $ (3,754,964)   $ (3,753,747)   $ (3,751,170)   $ (6,308,054)
                                     ============     ============    ============    ============    ============
Per BAC:
Net loss                             $     (57.31)    $     (51.00)   $     (50.98)   $     (50.94)   $     (85.67)
                                     ============     ============    ============    ============    ============

</TABLE>
<TABLE>
<CAPTION>

                                                              For the Year Ended March 31,
                                     -----------------------------------------------------------------------------
       FINANCIAL POSITION                2005             2004            2003            2002            2001
---------------------------------    ------------     ------------    ------------    ------------    ------------
<S>                                  <C>              <C>             <C>             <C>             <C>
Total assets                         $ 85,974,318     $ 89,939,866    $ 93,667,833    $ 97,175,105    $100,937,211
                                     ============     ============    ============    ============    ============

Mortgage notes payable               $ 65,119,347     $ 66,285,158    $ 67,366,819    $ 68,063,227    $ 69,021,892
                                     ============     ============    ============    ============    ============

Total liabilities                    $ 80,056,413     $ 79,841,161    $ 79,736,876    $ 79,553,880    $ 79,602,583
                                     ============     ============    ============    ============    ============

Total partners' (deficit) capital    $ (2,122,902)    $  2,096,736    $  5,851,700    $  9,605,982    $ 13,357,152
                                     ============     ============    ============    ============    ============

</TABLE>



                                       8
<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, 2005, 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  $81,000,  exclusive  of Local  Partnerships'
working  capital,  remains  as of March 31,  2005.  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.

During the fiscal year ended March 31, 2005,  cash and cash  equivalents  of the
Partnership  and  its  forty-two  Local  Partnerships  decreased   approximately
$342,000 due to capital improvements  ($568,000), a net decrease in due to local
general  partners and  affiliates  relating to investing and finance  activities
($322,000) and net repayments of mortgage loans ($1,166,000) which exceeded cash
provided by operating  activities  ($1,626,000),  an increase in deferred  costs
($5,000)  and  an  increase  in  capitalization  of  consolidated   subsidiaries
attributable  to minority  interest  ($82,000).  Included in the  adjustments to
reconcile the net loss to cash provided by operating  activities is depreciation
and amortization ($5,074,000).

During the years ended  March 31,  2005  ("Fiscal  Year  2005"),  March 31, 2004
("Fiscal  Year  2004"),  and March 31,  2003  ("Fiscal  Year  2003") the amounts
received  from the  Local  Partnerships  were  $138,247,  $15,544  and  $54,651,
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  reserves  referred  to in the
paragraph above, will be used to meet the operating expenses of the Partnership.

Total  expenses  for  the  years  ended  March  31,  2005  and  2004,  excluding
depreciation and amortization, interest and general and administrative - related
parties,   totaled  $9,696,515  and  $9,006,457.   Accounts  payable  and  other
liabilities  totaled  $2,455,386  and  $1,771,574,  which  is  comprised  of the
following amounts:

<TABLE>
<CAPTION>

                                                            March 31,
                                                 -------------------------------
                                                    2005                2004
                                                 -----------        ------------
<S>                                              <C>                <C>
Accounts payable                                 $   234,182        $  (291,828)
Accrued interest payable                           1,484,260          1,336,537
Security deposits payable                            736,944            726,865
                                                 -----------        -----------
Total accounts payable                           $ 2,455,386        $ 1,771,574
                                                 ===========        ===========

</TABLE>

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

As  indicated  in  the  above  table,   accrued   interest   payable   comprised
approximately  60% and 75% of the total accounts  payable and other  liabilities
amount at March 31,  2005 and 2004,  respectively.  Such amount  represents  the
accrued  interest on all mortgage  loans,  which  include  primary and secondary
loans. Certain secondary loans have provisions such that interest is accrued but
not payable  until a future date.  The  Partnership  anticipates  the payment of
accrued  interest on the  secondary  loans  (which  make up the  majority of the
accrued interest payable amount indicated in the above table and which have been
accumulating  since  the  Partnership's   investment  in  the  respective  Local
Partnership)  will be made from  future  refinancings  or sales  proceeds of the
respective Local Partnerships.  In addition,  each Local Partnership's  mortgage
notes are  collateralized  by the land and  buildings  of the  respective  Local
Partnership, and are without further recourse to the Partnership.

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

Partnership  management fees owed to General Partners amounting to approximately
$6,884,000 and $6,208,000 were accrued and unpaid as of March 31, 2005 and 2004,
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  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 foreseeable future.

Effective January 1, 1999 the State of California  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, with respect to the Partnership's California investments, 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



                                       9
<PAGE>



of March  31,  2005,  none of the  Local  Partnerships  have  opted to enter the
Mark-to-Market Program and therefore this has no impact on the Partnership.

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.

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

The following  table  summarizes the  Partnership's  commitments as of March 31,
2005 to make future  payments under its debt  agreements  and other  contractual
obligations.

<TABLE>
<CAPTION>
                                               Less than         1 - 3             3 -5          More than
                                Total           1 Year           Years            Years           5 Years
                             ------------    -------------    ------------     ------------     ------------
<S>                          <C>             <C>              <C>              <C>              <C>
Mortgage notes payable (a)   $ 65,119,347    $   1,232,658    $ 21,677,629     $  1,808,003     $ 40,401,057

</TABLE>

(a)  The  mortgage  notes are  payable  in  aggregate  monthly  installments  of
     approximately  $438,000 including principal and interest with rates varying
     from 0% to 13.50%  per  annum and have  maturity  dates  ranging  from 2005
     through 2042. The loans are collateralized by the land and buildings of the
     subsidiary partnerships, the assignment of certain subsidiary partnerships'
     rents, leases, and replacement reserves, and are without further recourse.

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

The Partnership has no off-balance sheet arrangements.

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

In  preparing  the  consolidated  financial  statements,   management  has  made
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities at the date of the financial  statements and the reported amounts of
revenues and expenses during the reporting periods.  Actual results could differ
from those  estimates.  Set forth below is a summary of the accounting  policies
that  management  believes are critical to the  preparation of the  consolidated
financial statements.

a) Property and Equipment/Valuation of Long-Lived Assets

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

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

b)  Revenue Recognition

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

Rental subsidies are recognized as rental income during the month in which it is
earned.   The   Partnership   received   rental   subsidies  which  amounted  to
approximately  $3,488,027,  $3,326,225  and $3,178,000 for the years ended March
31, 2005, 2004 and 2003, respectively.  The related rental subsidy programs have
expiration  dates that  terminate  upon  total  disbursement  of the  assistance
obligation.

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

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

<TABLE>
<CAPTION>
                                                       March 31,
                                      ------------------------------------------
                                         2005            2004            2003
                                      ----------      ----------      ----------
<S>                                   <C>             <C>             <C>
Interest                              $  146,855      $  142,223      $  259,247
Other                                  1,401,069       1,434,220       1,190,255
                                      ----------      ----------      ----------

   Total other revenue                $1,547,924      $1,576,443      $1,449,502
                                      ==========      ==========      ==========

</TABLE>



                                       10
<PAGE>



c)  Related Parties

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.
The maximum annual  partnership  management  fee paid to the General  Partner is
0.5% of invested assets. See Note 7 to the Financial Statements in Item 8, which
is incorporated herein by reference.

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

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

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

In May 2003,  the FASB issued SFAS No. 150,  "Accounting  for Certain  Financial
Instruments with  Characteristics  of both Liabilities and Equity." SFAS No. 150
changes the accounting for certain  financial  instruments  that, under previous
guidance,  could be classified as equity or "mezzanine" equity, by now requiring
those   instruments  to  be  classified  as  liabilities   (or  assets  in  some
circumstances)  in the  Consolidated  Balance  Sheets.  Further,  SFAS  No.  150
requires  disclosure  regarding the terms of those  instruments  and  settlement
alternatives.  The  guidance in SFAS No. 150  generally  was  effective  for all
financial  instruments  entered  into or modified  after May 31,  2003,  and was
otherwise effective at the beginning of the first interim period beginning after
June 15, 2003. The Partnership has evaluated SFAS No. 150 and determined that it
does  not  have  an  impact  on  the  Partnership's   financial   reporting  and
disclosures.

Results of Operations
---------------------

Property and  equipment  to be held and used are carried at cost which  includes
the purchase price, acquisition fees and expenses,  construction period interest
and any other costs incurred in acquiring the  Properties.  The cost of property
and equipment is depreciated over their estimated useful lives using accelerated
and straight-line methods.  Expenditures for repairs and maintenance are charged
to expense as incurred;  major renewals and betterments are capitalized.  At the
time property and  equipment are retired or otherwise  disposed of, the cost and
accumulated   depreciation  are  eliminated  from  the  assets  and  accumulated
depreciation accounts and the profit or loss on such disposition is reflected in
earnings.  A loss on impairment of assets is recorded when management  estimates
amounts  recoverable  through  future  operations and sale of the property on an
undiscounted basis are below depreciated cost. At that time property investments
themselves  are reduced to  estimated  fair value  (generally  using  discounted
estimated  future cash flows) when the property is considered to be impaired and
the carrying value exceeds estimated fair value.

During the years ended March 31, 2005,  2004 and 2003, the  Partnership  did not
record a loss on impairment of assets.  Through March 31, 2005, the  Partnership
has recorded an aggregate of $3,665,000 of losses on impairment of assets.

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

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

Rental income  increased  approximately  2% for the year ended March 31, 2005 as
compared to 2004, primarily due to rental rate increases.

Total  expenses,  excluding  real estate  taxes and general and  administrative,
remained  fairly  consistent with an increase of less than 1% for the year ended
March 31, 2005, as compared to 2004.

Real estate taxes increased  approximately $108,000 for the year ended March 31,
2005 as compared to 2004,  primarily due to an increase in state  property taxes
in 2004 at one Local  Partnership and an increase in the assessment value due to
a property revaluation at another Local Partnership.

General and administrative  increased  approximately $411,000 for the year ended
March 31, 2005 as compared to 2004,  primarily due to the recognized loss on the
write-off  of an amount due from the former Local  General  Partner at one Local
Partnership,  the payment of an  incentive  supervisory  management  fees to the
Local  General  Partner at a second Local  Partnership  and an increase in legal
fees relating to the  Washington  Brooklyn legal  proceeding at the  Partnership
level (Item 3).



                                       11
<PAGE>



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

Rental income  increased  approximately  4% for the year ended March 31, 2004 as
compared to 2003, primarily due to rental rate increases.

Total expenses,  excluding  repairs and maintenance,  remained fairly consistent
with an  increase  of  approximately  2% for the year  ended  March 31,  2004 as
compared to 2003.

Repairs and  maintenance  increased  approximately  $298,000  for the year ended
March 31, 2004 as compared to 2003,  primarily due to exterior  painting and the
replacement of awnings at one Local  Partnership and the replacement of carpets,
interior painting and fire damage repairs at a second Local Partnership.

Other
-----

As of December 31, 2002,  the Tax Credit  Period for all of the  Properties  has
expired,  although each Local  Partnership  must continue to comply with the Tax
Credit  requirements  until the end of the  Compliance  Period in order to avoid
recapture of the Tax Credits. During the years ended March 31, 2003, the Housing
Tax  Credits  received  by the  Partnership  for  income  tax  purposes  totaled
$1,710,233.  The  Compliance  Period  will end  between  December  31,  2004 and
December 31, 2007 with  respect to the  Properties  depending  upon when the Tax
Credit Period commenced.

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, 2005, no such distributions have been made.

Item 7a. Quantitative and Qualitative Disclosures about Market Risk

The  Partnership  has  mortgage  notes  that are  payable in  aggregate  monthly
installments including principal and interest at rates varying from 0% to 13.50%
per annum.  The Partnership does not believe there is a material risk associated
with the  various  interest  rates  associated  with the  mortgage  notes as the
majority  of  the  Local  Partnership  mortgage  notes  have  fixed  rates.  The
Partnership  currently  discloses in Item 8, Note 3 of the Notes to Consolidated
Financial  Statements,  the  fair  value  of the  mortgage  notes  payable.  The
Partnership does not have any other market sensitive instruments.



                                       12
<PAGE>






Item 8.   Financial Statements and Supplementary Data

<TABLE>
<CAPTION>

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

          Report of Independent Registered Public Accounting Firm                      14

          Consolidated Balance Sheets as of March 31, 2005 and 2004                   107

          Consolidated  Statements of  Operations  for the years ended March 31,
          2005, 2004 and 2003                                                         108

          Consolidated  Statements of Changes in Partners' Capital (Deficit) for
          the years ended March 31, 2005, 2004 and 2003                               109

          Consolidated  Statements  of Cash Flows for the years  ended March 31,
          2005, 2004 and 2003                                                         110

          Notes to Consolidated Financial Statements                                  111

</TABLE>



                                       13
<PAGE>



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



TO THE PARTNERS OF FREEDOM TAX CREDIT PLUS L.P.


         We have audited the accompanying consolidated balance sheets of FREEDOM
TAX CREDIT PLUS L.P.  AND  SUBSIDIARIES  as of March 31, 2005 and 2004,  and the
related  consolidated  statements of  operations,  changes in partners'  capital
(deficit)  and cash flows for each of the years in the  three-year  period ended
March 31, 2005. These consolidated  financial  statements are the responsibility
of the Partnership's management.  Our responsibility is to express an opinion on
these financial  statements based on our audits.  We did not audit the financial
statements of  forty-two,  forty-two and forty  subsidiary  partnerships,  whose
losses  aggregated  $3,170,560,  $2,809,693  and  $3,382,460 for the years ended
March 31, 2005, 2004 and 2003, respectively, and whose assets constituted 99% of
consolidated assets at March 31, 2005 and 2004. Those statements were audited by
other auditors whose reports have been furnished to us, and our opinion, insofar
as it relates to the amounts  included  for these  subsidiary  partnerships,  is
based solely on the reports of the other auditors.

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

         In our  opinion,  based on our  audits  and the  reports  of the  other
auditors,  the  consolidated  financial  statements  referred  to above  present
fairly, in all material  respects,  the financial position of FREEDOM TAX CREDIT
PLUS L.P.  AND  SUBSIDIARIES  as of March 31, 2005 and 2004,  and the results of
their  operations  and their cash flows for each of the years in the  three-year
period ended March 31, 2005, in conformity with accounting  principles generally
accepted in the United States of America.



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



                                       14
<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,  2004 and 2003,  and the related
statements of Income,  Partners' Equity (Deficit), and Cash Flows, for the years
then  ended.   These  financial   statements  are  the   responsibility  of  the
Partnership's  management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of Parkside Townhomes  Associates
at December 31, 2004 and 2003, and the results of its  operations,  and its cash
flows  for the  years  then  ended  in  conformity  with  accounting  principles
generally accepted in the United States of America.

In  accordance  with  GOVERNMENT  AUDITING  STANDARDS and  Pennsylvania  Housing
Finance Agency's Financial  Reporting Manual, we have also issued a report dated
February  4,  2005,  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 grant agreements,  and
other  matters.  The  purpose  of that  report is to  describe  the scope of our
testing of internal  control over  financial  reporting and  compliance  and the
results of that  testing and not to provide an opinion on the  internal  control
over financial reporting or on compliance. That report is an integral part of an
audit performed in accordance with GOVERNMENT  AUDITING  STANDARDS and should be
considered in assessing the results of our audits.


/s/ McKonly & Asbury LLP
Harrisburg, Pennsylvania
February 4, 2005



                                       15
<PAGE>



[Letterhead of McKonly & Asbury LLP]

INDEPENDENT AUDITOR'S REPORT

The Partners of
Parkside Townhomes Associates                Pennsylvania Housing Finance Agency
Lancaster, Pennsylvania                                 Harrisburg, Pennsylvania

We have audited the accompanying balance sheets of Parkside Townhomes Associates
(a limited  partnership),  PHFA  Project No. 0 - 90 as of December  31, 2003 and
2002, 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 auditing standards generally accepted
in the United States of America and Government  Auditing Standards issued by the
Comptroller  General of the United States.  Those standards require that we plan
and  perform  the  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, 2003 and 2002, and its profit and loss,  partners'  equity,  and
cash flows for the years then ended, in conformity  with  accounting  principles
generally accepted in the United States of America.

In  accordance  with  Government  Auditing  Standards and  Pennsylvania  Housing
Finance  Agency's  Financial  Reporting  Manual,  we have also issued our report
dated January 27, 2004 on our  consideration of Parkside  Townhomes  Associates'
internal  control over financial  reporting and our tests of its compliance with
certain  provisions  of laws,  PHFA  regulations,  contracts and grants and have
rendered our reports  thereon on pages 25 and 26. Those  reports are an integral
part of an audit performed in accordance with Government  Auditing Standards and
should be read in conjunction with this report in considering the results of our
audits.

Our  audits  were  made for the  purpose  of  forming  an  opinion  on the basic
financial statements taken as a whole. The supplementary information on pages 18
through 24 is  presented  for the purpose of  additional  analysis  and is not a
required  part of the basic  financial  statements.  Such  information  has been
subjected  to the  auditing  procedures  applied  in  the  audits  of the  basic
financial  statements  and, in our  opinion,  is fairly  stated in all  material
respects in relation to the basic financial statements taken as a whole.


/s/ McKonly & Asbury LLP
Harrisburg, Pennsylvania
January 27, 2004



                                       16
<PAGE>



[LETTERHEAD OF KPMG LLP]

INDEPENDENT AUDITORS' REPORT

The Partners
Twin Trees Apartments, A Limited Partnership:

We have audited the  accompanying  balance  sheets of Twin Trees  Apartments,  A
Limited  Partnership (the Partnership) as of December 31, 2004 and 2003, and the
related statements of loss, 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
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 Twin Trees  Apartments,  A
Limited  Partnership  as of December  31, 2004 and 2003,  and the results of its
operations  and its cash  flows  for the years  then  ended in  conformity  with
accounting principles generally accepted in the United States of America.



/s/ KPMG LLP
Atlanta, Georgia
February 4, 2005



                                       17
<PAGE>



[LETTERHEAD OF KPMG LLP]

INDEPENDENT AUDITORS' REPORT

The Partners
Twin Trees Apartments, A Limited Partnership:

We have audited the  accompanying  balance  sheets of Twin Trees  Apartments,  A
Limited  Partnership (the Partnership) as of December 31, 2003 and 2002, and the
related statements of loss, 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
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 Twin Trees  Apartments,  A
Limited  Partnership  as of December  31, 2003 and 2002,  and the results of its
operations  and its cash  flows  for the years  then  ended in  conformity  with
accounting principles generally accepted in the United States of America.



/s/ KPMG LLP
Atlanta, Georgia
February 6, 2004



                                       18
<PAGE>



[LETTERHEAD OF KPMG LLP]

INDEPENDENT AUDITORS' REPORT

The Partners
Bennion Park Apartments, A Limited Partnership:

We have audited the accompanying  balance sheets of Bennion Park  Apartments,  A
Limited Partnership as of December 31, 2004 and 2003, and the related statements
of loss,  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
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 Bennion Park  Apartments,  A
Limited  Partnership  as of December  31, 2004 and 2003,  and the results of its
operations  and its cash  flows  for the years  then  ended in  conformity  with
accounting principles generally accepted in the United States of America.




/s/ KPMG LLP
Atlanta, Georgia
February 4, 2005



                                       19
<PAGE>



[LETTERHEAD OF KPMG LLP]

INDEPENDENT AUDITORS' REPORT

The Partners
Bennion Park Apartments, A Limited Partnership:

We have audited the accompanying  balance sheets of Bennion Park  Apartments,  A
Limited  Partnership as of December 31, 2003 and 2002 and the related statements
of loss,  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
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 Bennion Park  Apartments,  A
Limited  Partnership  as of  December  31,  2003 and 2002 and the results of its
operations  and its cash  flows  for the years  then  ended in  conformity  with
accounting principles generally accepted in the United States of America.




/s/ KPMG LLP
Atlanta, Georgia
February 6, 2004



                                       20
<PAGE>



[LETTERHEAD OF KPMG LLP]

INDEPENDENT AUDITORS' REPORT

The Partners
Hunters Chase Apartments,
    A Limited Partnership:

We have audited the accompanying  balance sheets of Hunters Chase Apartments,  A
Limited Partnership as of December 31, 2004 and 2003, and the related statements
of loss,  partners' capital (deficit),  and cash flows for the years then ended.
These  financial   statements  are  the   responsibility  of  the  Partnership's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material  misstatement.  An audit includes examining,  on
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 Hunters Chase Apartments,  A
Limited  Partnership  as of December  31, 2004 and 2003,  and the results of its
operations  and its cash  flows  for the years  then  ended in  conformity  with
accounting principles generally accepted in the United States of America.



/s/ KPMG LLP
Atlanta, Georgia
February 4, 2005



                                       21
<PAGE>



[LETTERHEAD OF KPMG LLP]

INDEPENDENT AUDITORS' REPORT

The Partners
Hunters Chase Apartments, A Limited Partnership:

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

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material  misstatement.  An audit includes examining,  on
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 Hunters Chase Apartments,  A
Limited  Partnership  as of  December  31,  2003 and 2002 and the results of its
operations  and its cash  flows  for the years  then  ended in  conformity  with
accounting principles generally accepted in the United States of America.



/s/ KPMG LLP
Atlanta, Georgia
February 6, 2004



                                       22
<PAGE>



[LETTERHEAD OF KPMG LLP]

INDEPENDENT AUDITORS' REPORT

The Partners
Wilshire Apartments, A Limited Partnership:

We have  audited  the  accompanying  balance  sheets of Wilshire  Apartments,  A
Limited Partnership as of December 31, 2004 and 2003, and the related statements
of loss,  partners'  deficit,  and cash  flows for the years then  ended.  These
financial statements are the responsibility of the Partnership's management. Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material  misstatement.  An audit includes examining,  on
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 Wilshire Apartments,  A Limited
Partnership  as of December 31, 2004 and 2003, and the results of its operations
and its cash  flows for the  years  then  ended in  conformity  with  accounting
principles generally accepted in the United States of America.



/s/ KPMG LLP
Atlanta, Georgia
February 4, 2005



                                       23
<PAGE>



[LETTERHEAD OF KPMG LLP]

INDEPENDENT AUDITORS' REPORT

The Partners
Wilshire Apartments, A Limited Partnership:

We have  audited  the  accompanying  balance  sheets of Wilshire  Apartments,  A
Limited Partnership as of December 31, 2003 and 2002, and the related statements
of loss,  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
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 Wilshire Apartments,  A Limited
Partnership  as of December 31, 2003 and 2002, and the results of its operations
and its cash  flows for the  years  then  ended in  conformity  with  accounting
principles generally accepted in the United States of America.



/s/ KPMG LLP
Atlanta, Georgia
February 6, 2004



                                       24
<PAGE>



[LETTERHEAD OF KPMG LLP]

INDEPENDENT AUDITORS' REPORT

The Partners
Bethel Park Apartments, A Limited Partnership:

We have audited the  accompanying  balance sheets of Bethel Park  Apartments,  A
Limited  Partnership (the Partnership) as of December 31, 2004 and 2003, and the
related statements of loss, partners' capital (deficit),  and cash flows for the
years then ended.  These  financial  statements  are the  responsibility  of the
Partnership's  management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material  misstatement.  An audit includes examining,  on
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 Bethel Park  Apartments,  A
Limited  Partnership  as of December  31, 2004 and 2003,  and the results of its
operations  and its cash  flows  for the years  then  ended in  conformity  with
accounting principles generally accepted in the United States of America.



/s/ KPMG LLP
Atlanta, Georgia
February 4, 2005



                                       25
<PAGE>



[LETTERHEAD OF KPMG LLP]

INDEPENDENT AUDITORS' REPORT

The Partners
Bethel Park Apartments, A Limited Partnership:

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

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material  misstatement.  An audit includes examining,  on
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 Bethel Park  Apartments,  A
Limited  Partnership  as of December  31, 2003 and 2002,  and the results of its
operations  and its cash  flows  for the years  then  ended in  conformity  with
accounting principles generally accepted in the United States of America.



/s/ KPMG LLP
Atlanta, Georgia
February 6, 2004



                                       26
<PAGE>



[LETTERHEAD OF KPMG LLP]

INDEPENDENT AUDITORS' REPORT

The Partners
Zebulon Park Apartments, A Limited Partnership:

We have audited the  accompanying  balance sheet of Zebulon Park  Apartments,  A
Limited Partnership (the Partnership) as of December 31, 2004, and 2003, and the
related statements of loss, partners' capital (deficit),  and cash flows for the
years then ended.  These  financial  statements  are the  responsibility  of the
Partnership's  management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material  misstatement.  An audit includes examining,  on
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 Zebulon Park  Apartments,  A
Limited  Partnership  as of December  31, 2004 and 2003,  and the results of its
operations  and its cash  flows  for the years  then  ended in  conformity  with
accounting principles generally accepted in the United States of America.



/s/ KPMG LLP
Atlanta, Georgia
February 4, 2005



                                       27
<PAGE>



[LETTERHEAD OF KPMG LLP]

INDEPENDENT AUDITORS' REPORT

The Partners
Zebulon Park Apartments, A Limited Partnership:

We have audited the  accompanying  balance sheet of Zebulon Park  Apartments,  A
Limited Partnership (the Partnership) as of December 31, 2003, and 2002, and the
related statements of loss, 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
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 Zebulon Park  Apartments,  A
Limited  Partnership  as of December  31, 2003 and 2002,  and the results of its
operations  and its cash  flows  for the years  then  ended in  conformity  with
accounting principles generally accepted in the United States of America.



/s/ KPMG LLP
Atlanta, Georgia
February 6, 2004



                                       28
<PAGE>



[LETTERHEAD OF KPMG LLP]

INDEPENDENT AUDITORS' REPORT

The Partners
Tivoli Place Apartments, A Limited Partnership:

We have audited the accompanying  balance sheets of Tivoli Place  Apartments,  A
Limited  Partnership (the  Partnership) as of December 31, 2004 and 2003 and the
related statements of loss, 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
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 Tivoli Place  Apartments,  A
Limited  Partnership  as of  December  31,  2004and  2003 and the results of its
operations  and its cash  flows  for the years  then  ended in  conformity  with
accounting principles generally accepted in the United States of America.



/s/ KPMG LLP
Atlanta, Georgia
February 4, 2005



                                       29
<PAGE>



[LETTERHEAD OF KPMG LLP]

INDEPENDENT AUDITORS' REPORT

The Partners
Tivoli Place Apartments, A Limited Partnership:

We have audited the accompanying  balance sheets of Tivoli Place  Apartments,  A
Limited Partnership (the Partnership) as of December 31, 2003, and 2002, and the
related statements of loss, 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
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 Tivoli Place  Apartments,  A
Limited  Partnership  as of December  31, 2003 and 2002,  and the results of its
operations  and its cash  flows  for the years  then  ended in  conformity  with
accounting principles generally accepted in the United States of America.



/s/ KPMG LLP
Atlanta, Georgia
February 6, 2004



                                       30
<PAGE>



[LETTERHEAD OF KPMG LLP]

INDEPENDENT AUDITORS' REPORT

The Partners
Northwood Apartments of Georgia,
    A Limited Partnership:

We have  audited the  accompanying  balance  sheets of Northwood  Apartments  of
Georgia, A Limited Partnership as of December 31, 2004 and 2003, 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
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  Northwood  Apartments  of
Georgia, A Limited Partnership as of December 31, 2004 and 2003, and the results
of its operations and its cash flows for the years then ended in conformity with
accounting principles generally accepted in the United States of America.



/s/ KPMG LLP
Atlanta, Georgia
February 4, 2005



                                       31
<PAGE>



[LETTERHEAD OF KPMG LLP]

INDEPENDENT AUDITORS' REPORT

The Partners
Northwood Apartments of Georgia,
A Limited Partnership:

We have  audited the  accompanying  balance  sheets of Northwood  Apartments  of
Georgia, A Limited  Partnership as of December 31, 2003 and 2002 and the related
statements of loss,  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
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  Northwood  Apartments  of
Georgia, A Limited Partnership as of December 31, 2003 and 2002, and the results
of its operations and its cash flows for the years then ended in conformity with
accounting principles generally accepted in the United States of America.



/s/ KPMG LLP
Atlanta, Georgia
February 6, 2004



                                       32
<PAGE>



[LETTERHEAD OF KPMG LLP]

INDEPENDENT AUDITORS' REPORT

The Partners
Oxford Trace Apartments,
    A Limited Partnership:

We have audited the accompanying  balance sheets of Oxford Trace  Apartments,  A
Limited  Partnership (the  Partnership) as of December 31, 2004 and 2003 and the
related statements of loss, partners' capital (deficit),  and cash flows for the
years then ended.  These  financial  statements  are the  responsibility  of the
Partnership's  management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material  misstatement.  An audit includes examining,  on
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 Oxford Trace  Apartments,  A
Limited  Partnership  as of December  31, 2004 and 2003,  and the results of its
operations  and its cash  flows  for the years  then  ended in  conformity  with
accounting principles generally accepted in the United States of America.



/s/ KPMG LLP
Atlanta, Georgia
February 4, 2005



                                       33
<PAGE>



[LETTERHEAD OF KPMG LLP]

INDEPENDENT AUDITORS' REPORT

The Partners
Oxford Trace Apartments,
A Limited Partnership:

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

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material  misstatement.  An audit includes examining,  on
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 Oxford Trace  Apartments,  A
Limited  Partnership  as of December  31, 2003 and 2002,  and the results of its
operations  and its cash  flows  for the years  then  ended in  conformity  with
accounting principles generally accepted in the United States of America.



/s/ KPMG LLP
Atlanta, Georgia
February 6, 2004



                                       34
<PAGE>



INDEPENDENT AUDITORS' 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, 2004 and 2003 and the
related  statements of operations,  changes in partners'  capital and cash flows
for the years then ended.  These financial  statements are the responsibility of
the  Partnership's  management.  Our  responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audits to obtain  reasonable  assurance  about whether the financial
statements are free of material  misstatement.  An audit 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, 2004 and 2003, 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.



/s/ Lake, Hill & Myers

Salt Lake City, Utah
January 13, 2005



                                       35
<PAGE>



INDEPENDENT AUDITORS' 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, 2003 and 2002 and the
related  statements of operations,  changes in partners'  capital and cash flows
for the years then ended.  These financial  statements are the responsibility of
the  Partnership's  management.  Our  responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audits to obtain  reasonable  assurance  about whether the financial
statements are free of material  misstatement.  An audit 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, 2003 and 2002, 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.



/s/ Lake, Hill & Myers
Salt Lake City, Utah
January 13, 2004



                                       36
<PAGE>



[Letterhead of Koch Group & Company, LLP]

INDEPENDENT AUDITOR'S REPORT

To the Partners
Washington Brooklyn Limited Partnership

We have audited the  accompanying  balance sheet of Washington  Brooklyn Limited
Partnership (A State of Delaware  Limited  Partnership) as of December 31, 2004,
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 auditing standards  generally accepted
in the  United  States of  America.  Those  standards  require  that we 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.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to in the first  paragraph,
present fairly in all material  respects,  the financial  position of Washington
Brooklyn  Limited  Partnership  as of December 31, 2004,  and the results of its
operations  and its cash  flows  for the year then  ended,  in  conformity  with
accounting principles generally accepted in the United States of America.

Our audit was made for the purpose of forming an opinion on the basic  financial
statements  taken as a whole.  The  accompanying  information  in  Schedule I is
presented for purposes of additional  analysis and is not a required part of the
basic financial statement. Such information has been subjected to the 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.


/s/ Koch Group & Company, LLP
Certified Public Accountants
New York, New York
February 23, 2005



                                       37
<PAGE>



[Letterhead of AGBIMSON & CO., PLLC]

INDEPENDENT AUDITOR'S REPORT

To the Partners
Washington Brooklyn Limited Partnership
(A State of Delaware Limited Partnership)

We have audited the  accompanying  balance sheet of Washington  Brooklyn Limited
Partnership (A State of Delaware  Limited  Partnership) as of December 31, 2003,
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 the 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 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.  We  believe  that  our  audits  provides  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to in the first  paragraph,
present fairly in all material  respects,  the financial  position of Washington
Brooklyn  Limited  Partnership  as of December 31, 2003,  and the results of its
operations  and its cash  flows  for the year then  ended,  in  conformity  with
accounting principles generally accepted in the United States of America.

Our audit was made for the purpose of forming an opinion on the basic  financial
statements  taken as a whole.  The  supplementary  information  in Schedule I is
presented for purposes of additional  analysis and is not a required part of the
basic financial statement. Such information has been subjected to the 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.


/s/ AGBIMSON & CO., PLLC
Rockville Centre, New York
March 31, 2004



                                       38
<PAGE>



[Letterhead of Richard J. Klinkowitz]

To the Partners C-H DEVELOPMENT  GROUP  ASSOCIATES (A LIMITED  PARTNERSHIP)  625
Madison Avenue New York, New York 10022-1801

Gentlemen:

I  have  audited  the  accompanying  balance  sheet  of  C-H  DEVELOPMENT  GROUP
ASSOCIATES  (a New York  Limited  Partnership)  as of December  31, 2004 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, 2004 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 11, 2005



                                       39
<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, 2003 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, 2003 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 18, 2004



                                       40
<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, 2002 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, 2002 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, 2003



                                       41
<PAGE>



[Letterhead of Reznick Group, P.C.]

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, 2004 and 2003,  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 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  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, 2004 and 2003,  and the results of its  operations,  the changes in
partners' equity and its cash flows for the years then ended, in conformity with
accounting principles generally accepted in the United States of America.


/s/ Reznick Group, P.C.
Bethesda, Maryland
February 1, 2005




                                       42
<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, 2003 and 2002,  and the related  statements  of income,  partners'
equity  (deficit)  and cash  flows for the years  then  ended.  These  financial
statements  are  the  responsibility  of  the  Partnership's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.  We  believe  that  our  audits  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, 2003 and 2002,  and the results of its  operations,  the changes in
partners'  equity  (deficit)  and its cash  flows for the years then  ended,  in
conformity with accounting principles generally accepted in the United States of
America.


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




                                       43
<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, 2004, 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 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  MAGNOLIA  MEWS  LIMITED
PARTNERSHIP as of December 31, 2004, and the results of its operations,  changes
in  partners'  equity and its cash  flows for the year then ended in  conformity
with accounting principles generally accepted in the United States of America.

/s/ Haefele, Flanagan & Co., p.c.
Moorestown, New Jersey
February 8, 2005



                                       44
<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, 2003, 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 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  MAGNOLIA  MEWS  LIMITED
PARTNERSHIP as of December 31, 2003, and the results of its operations,  changes
in  partners'  equity and its cash  flows for the year then ended in  conformity
with accounting principles generally accepted in the United States of America.

/s/ Haefele, Flanagan & Co., p.c.
Moorestown, New Jersey
February 9, 2004



                                       45
<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, 2002, 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 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  MAGNOLIA  MEWS  LIMITED
PARTNERSHIP as of December 31, 2002, and the results of its operations,  changes
in  partners'  equity and its cash  flows for the year then ended in  conformity
with accounting principles generally accepted in the United States of America.

/s/ Haefele, Flanagan & Co., p.c.
Moorestown, New Jersey
February 7, 2003



                                       46
<PAGE>



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

To the Partners
The Oaks Village Limited Partnership

We have audited the  accompanying  balance  sheets of The Oaks  Village  Limited
Partnership,  RHS Project No. 38-024-561572445 as of December 31, 2004 and 2003,
and the related statements of operations,  partners' equity (deficit),  and cash
flows  for  the  years  then  ended.   These   financial   statements   are  the
responsibility of the partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  financial  position of The Oaks  Village  Limited
Partnership,  RHS Project No. 38-024-561572445 as of December 31, 2004 and 2003,
and the results of its operations, the changes in partners' equity (deficit) and
cash flows for the years then ended in  conformity  with  accounting  principles
generally accepted in the United States of America.

In accordance with Government Auditing  Standards,  we have also issued a report
dated  January  12,  2005,  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 grant
agreements  and other  matters.  The purpose of that  report is to describe  the
scope of our testing of internal control over financial reporting and compliance
and the results of that  testing,  and not to provide an opinion on the internal
control over financial  reporting or on  compliance.  That report is an integral
part of an audit performed in accordance with Government Auditing Standards, and
should be read in conjunction with this report in considering the results of our
audit.

Our audits  were  conducted  for the  purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental information
on page  14 is  presented  for  purposes  of  additional  analysis  and is not a
required  part  of the  basic  financial  statements  of the  partnership.  Such
information has been subjected to the auditing  procedures applied in the audits
of the basic financial  statements and, in our opinion,  is fairly stated in all
material  respects  in  relation to the basic  financial  statements  taken as a
whole.


/s/ Snipes, Gower & Assoc., P.A.
Dunn, North Carolina
January 12, 2005



                                       47
<PAGE>



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

To the Partners
The Oaks Village Limited Partnership

We have audited the  accompanying  balance  sheets of The Oaks  Village  Limited
Partnership,  RHS Project No. 38-024-561572445 as of December 31, 2003 and 2002,
and the related statements of operations,  partners' equity (deficit),  and cash
flows  for  the  years  then  ended.   These   financial   statements   are  the
responsibility of the partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  financial  position of The Oaks  Village  Limited
Partnership,  RHS Project No. 38-024-561572445 as of December 31, 2003 and 2002,
and the results of its operations, the changes in partners' equity (deficit) and
cash flows for the years then ended in  conformity  with  accounting  principles
generally accepted in the United States of America.

Our audits  were  conducted  for the  purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental information
on Page  14 is  presented  for  purposes  of  additional  analysis  and is not a
required  part  of the  basic  financial  statements  of the  partnership.  Such
information has been subjected to the auditing  procedures applied in the audits
of the basic financial  statements and, in our opinion,  is fairly stated in all
material  respects  in  relation to the basic  financial  statements  taken as a
whole.

In accordance with Government Auditing  Standards,  we have also issued a report
dated  January  28,  2004  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.
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/ Snipes, Gower & Assoc., P.A.
Dunn, North Carolina
January 28, 2004



                                       48
<PAGE>



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

To the Partners
Greenfield Village Limited Partnership

We have audited the  accompanying  balance sheets of Greenfield  Village Limited
Partnership, RHS Project No. 38-043-561614646, as of December 31, 2004 and 2003,
and the related statements of operations,  partners' equity (deficit),  and cash
flows  for  the  years  then  ended.   These   financial   statements   are  the
responsibility of the partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of Greenfield  Village  Limited
Partnership,  RHS Project No. 38-043-561614646 as of December 31, 2004 and 2003,
and the results of its operations, the changes in partners' equity (deficit) and
its cash flows for the years then ended in conformity with accounting principles
generally accepted in the United States of America.

In accordance with Government Auditing  Standards,  we have also issued a report
dated  January 19, 2005, 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 grant
agreements  and other  matters.  The purpose of that  report is to describe  the
scope of our testing of internal control over financial reporting and compliance
and the results of that  testing,  and not to provide an opinion on the internal
control over financial  reporting or on  compliance.  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.

Our audits  were  conducted  for the  purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying  supplement  information
on page  14 is  presented  for  purposes  of  additional  analysis  and is not a
required  part  of the  basic  financial  statements  of the  partnership.  Such
information has been subjected to the auditing  procedures applied in the audits
of the basic financial  statements and, in our opinion,  is fairly stated in all
material  respects  in  relation to the basic  financial  statements  taken as a
whole.


/s/ Snipes, Gower & Associates, P.A.
Dunn, North Carolina
January 19, 2005



                                       49
<PAGE>



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

To the Partners
Greenfield Village Limited Partnership

We have audited the  accompanying  balance sheets of Greenfield  Village Limited
Partnership,  RHS Project  No.:  38-043-561614646,  as of December  31, 2003 and
2002, and the related statements of operations,  partners' equity (deficit), and
cash  flows  for the  years  then  ended.  These  financial  statements  are the
responsibility of the partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America and the standards applicable to financial audits
contained in Government  Auditing Standards issued by the Comptroller General of
the United States. Those standards require that we plan and perform the audit to
obtain reasonable  assurance about whether the financial  statements are free of
material  misstatement.  An audit includes examining,  on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We  believe  that our audit  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, 2003 and 2002,
and the results of its operations, the changes in partners' equity (deficit) and
its cash flows for the years then ended in conformity with accounting principles
generally accepted in the United States of America.

Our audits  were  conducted  for the  purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying  supplement  information
on Page  14 is  presented  for  purposes  of  additional  analysis  and is not a
required  part  of the  basic  financial  statements  of the  partnership.  Such
information has been subjected to the auditing  procedures applied in the audits
of the basic financial  statements and, in our opinion,  is fairly stated in all
material  respects  in  relation to the basic  financial  statements  taken as a
whole.

In accordance with Government Auditing  Standards,  we have also issued a report
dated  January 20,  2004 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 20, 2004



                                       50
<PAGE>



[Letterhead of KOCH GROUP & 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, 2004 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 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 CLM  Equities  (A Limited
Partnership) as of December 31, 2004 and the results of its operations,  changes
in its partners' equity and its cash flows for the year then ended in conformity
with accounting principles generally accepted in the United States of America.


/s/ Koch Group & Co., LLP
Certified Public Accountants
New York, New York
January 14, 2005



                                       51
<PAGE>



[Letterhead of KOCH GROUP & 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, 2003 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 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 CLM  Equities  (A Limited
Partnership) as of December 31, 2003 and the results of its operations,  changes
in its partners' equity and its cash flows for the year then ended in conformity
with accounting principles generally accepted in the United States of America.


/s/ Koch Geringer & Co., LLP
Certified Public Accountants
New York, New York
January 23, 2004



                                       52
<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, 2002 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 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 CLM  Equities  (A Limited
Partnership) as of December 31, 2002 and the results of its operations,  changes
in its partners' equity and its cash flows for the year then ended in conformity
with accounting principles generally accepted in the United States of America.


/s/ Koch Geringer & Co., LLP
Certified Public Accountants
New York, New York
January 9, 2003



                                       53
<PAGE>



[Letterhead of DAUBY O'CONNOR & ZALESKI]

INDEPENDENT AUDITORS' REPORT

The Partners of
Victoria Manor Associates
(A California Limited Partnership)

We have audited the  accompanying  balance sheet of Victoria Manor Associates (a
California  Limited  Partnership)  as of  December  31,  2004,  and the  related
statement of income (loss),  changes in partners'  equity and cash flows for the
year  then  ended  December  31,  2004.  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 Victoria Manor Associates (a
California  Limited  Partnership) as of December 31, 2004 and the results of its
operations  and its cash flows for the year then ended  December  31,  2004,  in
conformity with accounting principles generally accepted in the United States of
America.

The accompanying  information is presented for additional  analysis and is not a
required  part of the basic  financial  statements.  Such  information  has been
subjected  to the same  auditing  procedures  applied  in the audit of the basic
financial  statements and, in our opinion,  is presented  fairly in all material
respects in relation to the basic financial statements taken as a whole.

/s/ Dauby O'Connor & Zaleski, LLC
Certified Public Accountants

March 4, 2005
Carmel, Indiana



                                       54
<PAGE>



[Letterhead of NSBN LLP]

INDEPENDENT AUDITORS' REPORT

The Partners
Victoria Manor Associates
Los Angeles, California

We have audited the  accompanying  balance sheet of Victoria Manor Associates (a
California  limited  partnership),  as of  December  31,  2003,  and the related
statements  of  partners'  equity,  operations  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 Victoria Manor Associates as of
December 31, 2003,  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/ NSBN LLP
March 19, 2004
Beverly Hills, California



                                       55
<PAGE>



[Letterhead of NSBN LLP]

INDEPENDENT AUDITORS' REPORT

The Partners
Victoria Manor Associates
Los Angeles, California

We have audited the  accompanying  balance sheet of Victoria Manor Associates (a
California  limited  partnership),  as of  December  31,  2002,  and the related
statements  of  partners'  equity,  operations  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 Victoria Manor Associates as of
December 31, 2002,  and the results of its operations and its cash flows for the
year then ended in conformity with accounting  principles  generally accepted in
the United States of America.


/s/ NSBN LLP
January 23, 2003
Beverly Hills, California



                                       56
<PAGE>



[Letterhead of LARSON, ALLEN, WEISHAIR & CO., LLP]

INDEPENDENT AUDITOR'S REPORT

Partners
Ogontz Hall Investors
Philadelphia, Pennsylvania

We have  audited the  accompanying  balance  sheets of Ogontz Hall  Investors (A
Limited  Partnership)  as of  December  31,  2004  and  2003,  and  the  related
statements of profit and loss, 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 audit. The financial statements of Ogontz Hall
Investors as of December 31, 2003,  were audited by Joyce Miller and Associates,
P.C. (whose practice became part of Larson, Allen, Weishair & Co., LLP Effective
June 1, 2004),  whose report dated  February 15, 2004,  expressed an unqualified
opinion on those financial statements.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  financial  position of Ogontz Hall  Investors  (A
Limited  Partnership) as of December 31, 2004, and the results of its operations
and its cash flows for the year then  ended in  conformity  with U.S.  generally
accepted accounting principles.

In accordance  with  GOVERNMENT  AUDITING  STANDARDS,  we have issued our report
dated March 24, 2005, on our  consideration  of Ogontz Hall Investors'  internal
control over  financial  reporting and our test of its  compliance  with certain
provisions of laws, regulations,  contracts and grant agreements. The purpose of
that report is to describe  the scope of our  testing of internal  control  over
financial  reporting and compliance and the results of that testing,  and not to
provide  an opinion on the  internal  control  over  financial  reporting  or on
compliance.  That report is an integral part of an audit performed in accordance
with  GOVERNMENT  AUDITING  STANDARDS  and should be considered in assessing the
results of our audit.

Our audit was  performed  for the  purpose  of  forming  an opinion on the basic
financial   statements  taken  as  a  whole.   The  accompanying   supplementary
information  on pages  16 to 28 is  presented  for the  purposes  of  additional
analysis,  including  supplementary  information  required by PHFA, and is not a
required  part of the financial  statements of Ogontz Hall  Investors (A Limited
Partnership). The 2004 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.  The 2003  supplementary  information was reported
upon by Joyce Miller and Associates, P.C., as referenced in the first paragraph.
Their report, dated February 15, 2004, stated that, in their opinion,  such 2003
information was fairly stated in all material  respects in relation to the basic
financial statements taken as whole.


/s/ LARSON, ALLEN, WEISHAIR & CO., LLP
Blue Bell, Pennsylvania
March 24, 2005



                                       57
<PAGE>



[Letterhead of Joyce Miller & Associates, P.C.]

INDEPENDENT AUDITOR'S REPORT


To The Partners
Ogontz Hall Investors
Philadelphia, Pennsylvania

We have  audited the  accompanying  balance  sheets of Ogontz Hall  Investors (A
Limited  Partnership),  PHFA changes in Project #O-116,  as of December 31, 2003
and 2002,  and the related  statements of profit and loss,  changes in partners'
capital and cash flows for the years then ended. These financial  statements are
the  responsibility of the Partnership's  management.  Our  responsibility is to
express an opinion on these financial statements based on our audit.

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

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

Our audit was made for the  purpose  of  forming  an  opinion  on the  financial
statements  taken as a whole.  The supporting data included in the report (shown
on pages 23 to 26) is presented for the purposes of  additional  analysis and is
not a required part of the basic  financial  statements of Ogontz Hall Investors
(A Limited  Partnership).  Such  information  has been subjected to the auditing
procedures  applied in the audit of the basic  financial  statements and, in our
opinion,  is fairly  stated in all  material  respects  in relation to the basic
financial statements taken as a whole.

In accordance  with  Government  Auditing  Standards,  we have issued a separate
report dated February 15, 2004, on our  consideration  of Ogontz Hall Investors'
internal  control over financial  reporting and our test of its compliance  with
certain provisions of laws, regulations, contracts and grants. That report is an
integral  part of an audit  performed in  accordance  with  Government  Auditing
Standards and should be read in conjunction  with this report in considering the
results of our audit.



/s/ Joyce Miller & Associates, P.C.
Glenside, Pennsylvania
February 15, 2004



                                       58
<PAGE>



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, 2004 and 2003 and the  related  statements  of
operations,  partners'  deficit and cash flows for the years then  ended.  These
financial statements are the responsibility of the partnership's management. Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the 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, 2004 and 2003 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
March 8, 2005



                                       59
<PAGE>



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

We conducted our audits in accordance with 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, 2003 and 2002,  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 21, 2004



                                       60
<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, 2004, 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
used 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 Nelson  Anderson  Affordable
Housing  Limited  Partnership  as of December 31,  2004,  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 used in the
United States of America.


/s/ Regen, Benz & MacKenzie C.P.A.'s, P.C.
New York, New York
February 25, 2005



                                       61
<PAGE>



[Regen, Benz, MacKenzie & Anopolsky, 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, 2003, 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
used 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 Nelson  Anderson  Affordable
Housing  Limited  Partnership  as of December 31,  2003,  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 used in the
United States of America.


/s/ Regen, Benz, MacKenzie & Anopolsky, C.P.A.'s, P.C.
New York, New York
February 25, 2004



                                       62
<PAGE>



[Regen, Benz, MacKenzie & Anopolsky, 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, 2002, 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
used 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 Nelson  Anderson  Affordable
Housing  Limited  Partnership  as of December 31,  2002,  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 used in the
United States of America.


/s/ Regen, Benz, MacKenzie & Anopolsky, C.P.A.'s, P.C.
New York, New York
February 21, 2003



                                       63
<PAGE>



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

INDEPENDENT AUDITORS' REPORT

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, 2004 and 2003 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 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 Conifer Irondequoit Associates
(A Limited Partnership) as of December 31, 2004 and 2003, 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.

The  accompanying  financial  statements  have been  prepared  assuming that the
Partnership  will  continue as a going  concern.  As  discussed in Note 8 to the
financial  statements,  the Partnership has lost a major tenant.  This condition
raises  substantial  doubt about its  ability to  continue  as a going  concern.
Management's  plans regarding this matter are described in Note 8. The financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.

Respectfully Submitted,

/s/ Insero, Kasperski, Ciaccia & Co., P.C.
Certified Public Accountants

Rochester, New York
February 9, 2005



                                       64
<PAGE>



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

INDEPENDENT AUDITORS' REPORT

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, 2003 and 2002 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 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 Conifer Irondequoit Associates
(A Limited Partnership) as of December 31, 2003 and 2002, 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.

Respectfully Submitted,

/s/ Insero, Kasperski, Ciaccia & Co., P.C.
Rochester, New York
January 28, 2004



                                       65
<PAGE>



[Letterhead of REZNICK GROUP, P.C.]

INDEPENDENT AUDITORS' REPORT

To the Partners of
Middletown Associates

We have audited the accompanying  balance sheets of Middletown  Associates as of
December  31,  2004 and 2003,  and the  related  statements  of profit and loss,
changes in partners'  equity  (deficit) and cash flows for the years then ended.
These  financial   statements  are  the   responsibility  of  the  Partnership's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

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

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

In accordance with Government Auditing Standards, we have also issued our report
dated January 21, 2005, on our  consideration  Middletown  Associates'  internal
control over financial  reporting and on our tests of it compliance with certain
provisions  of laws,  regulations,  contracts  and  grant  agreements  and other
matters.  The purpose of that report is to describe  the scope of our testing of
internal control over financial reporting and compliance and the results of that
testing,  and not to provide an opinion on the internal  control over  financial
reporting  or on  compliance.  That  report  is an  integral  part  of an  audit
performed in accordance with Government Auditing Standards and should be read in
conjunction with the report in considering the results of our audit.

Our  audits  were  made for the  purpose  of  forming  an  opinion  on the basic
financial  statements  taken as a whole.  The 2004  supplemental  information on
pages 24 through 27 is presented for purposes of additional  analysis and is not
a required part of the basic  financial  statements.  Such  information has been
subjected  to the  auditing  procedures  applied  in  the  audits  of the  basic
financial  statements  and, in our  opinion,  is fairly  stated in all  material
respects in relation to the basic financial statements taken as a whole.



/s/ REZNICK GROUP, P.C.
Baltimore, Maryland
January 21, 2005



                                       66
<PAGE>



[Letterhead of REZNICK FEDDER & SILVERMAN]

INDEPENDENT AUDITORS' REPORT

To the Partners of
Middletown Associates

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

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

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

In accordance with Government Auditing Standards, we have also issued our report
for  the  year  ended  December  31,  2003,  dated  January  16,  2004,  on  our
consideration  Middletown  Associates' internal control over financial reporting
and on our tests of it compliance with certain provisions of laws,  regulations,
contracts and grants.  That report is an integral part of an audit  performed in
accordance with Government  Auditing Standards and should be read in conjunction
with the report in considering the results of our audit.

Our audits was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The supplemental information on pages 25 through 28
is presented for purposes of  additional  analysis and is not a required part of
the basic  financial  statements.  Such  information  has been  subjected to the
auditing procedures applied in the audits of the basic financial statements and,
in our opinion,  is fairly  stated in all  material  respects in relation to the
basic financial statements taken as a whole.



/s/ REZNICK FEDDER & SILVERMAN
Baltimore, Maryland
January 16, 2004



                                       67
<PAGE>



[Letterhead of REZNICK GROUP, P.C.]

INDEPENDENT AUDITORS' REPORT

To the Partners
Lauderdale Lakes Associates, Ltd.

We have audited the accompanying  balance sheets of Lauderdale Lakes Associates,
Ltd. as of December 31, 2004 and 2003, and the related statements of operations,
partners'  equity  and cash  flows for the years  then  ended.  These  financial
statements  are  the  responsibility  of  the  Partnership's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We conducted  our audits in  accordance  with the 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 Lauderdale Lakes Associates,
Ltd. at December 31, 2004 and 2003,  and the results of its  operations  and its
cash flows for the years then ended in  conformity  with  accounting  principles
generally accepted in the United States of America.

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 19
is presented for purposes of  additional  analysis and is not a required part of
the basic  financial  statements.  Such  information  has been  subjected to the
auditing procedures applied in the audits of the basic financial statements and,
in our  opinion,  is fairly  stated in all  material  aspects in relation to the
basic financial statements taken as a whole.


/s/ Reznick Group, P.C.
Atlanta, Georgia
February 7, 2005



                                       68
<PAGE>



[Letterhead of REZNICK FEDDER & SILVERMAN]

INDEPENDENT AUDITORS' REPORT

To the Partners
Lauderdale Lakes Associates, Ltd.

We have audited the accompanying  balance sheets of Lauderdale Lakes Associates,
Ltd.,  as of  December  31,  2003  and  2002,  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 audit in  accordance  with the 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 Lauderdale Lakes Associates,
Ltd. at December 31, 2003 and 2002,  and the results of its  operations  and its
cash flows for the years then ended, in conformity  with  accounting  principles
generally accepted in the United States of America.


/s/ Reznick Fedder & Silverman
Atlanta, Georgia
January 27, 2004



                                       69
<PAGE>



[REZNICK GROUP, P.C. 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,  2004,  and the  related  statements  of  operations,
partners'  equity  (deficit)  and cash  flows  for the year  then  ended.  These
financial statements are the responsibility of the partnership's management. Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Flipper Temple Associates, L.P.
as of  December  31,  2004,  and the results of its  operations,  the changes in
partners' equity (deficit) and cash flows for the year then ended, in conformity
with accounting principles generally accepted in the United States of America.

In accordance with Government  Auditing  Standards and the  "Consolidated  Audit
Guide for Audits of HUD  Programs,"  (the  "Guide") we have also issued  reports
dated January 21, 2005 on our consideration of Flipper Temple Associates, L.P.'s
internal  control over  financial  reporting and on our tests of 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  considered  in
assessing the results of our audit.

Our audit was  conducted  for the  purpose  of  forming  an opinion on the basic
financial statements taken as a whole. The accompanying supplemental information
on pages 24 through 36 is presented for purposes of  additional  analysis and is
not a required part of the basic financial  statements of the partnership.  Such
information has been subjected to the auditing  procedures applied in the audits
of the basic financial  statements and, in our opinion,  is fairly stated in all
material  respects,  in relation to the basic  financial  statements  taken as a
whole.



/s/ Reznick Group, P.C.
Taxpayer Identification Number: 52-1088612
Bethesda, Maryland
January 21, 2005
Lead Auditor: Nelson D. Gomez



                                       70
<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,  2003,  and the  related  statements  of  operations,
partners'  equity  (deficit)  and cash  flows  for the year  then  ended.  These
financial statements are the responsibility of the partnership's management. Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

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

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

In accordance with Government  Auditing  Standards and the  "Consolidated  Audit
Guide for Audits of HUD Programs," we have also issued reports dated January 22,
2004 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.

Our audit was  conducted  for the  purpose  of  forming  an opinion on the basic
financial statements taken as a whole. The accompanying supplemental information
on pages 24 through 37 is presented for purposes of  additional  analysis and is
not a required part of the basic financial  statements of the partnership.  Such
information has been subjected to the auditing  procedures applied in the audits
of the basic financial  statements and, in our opinion,  is fairly stated in all
material  respects,  in relation to the basic  financial  statements  taken as a
whole.



/s/ Reznick Fedder & Silverman
Taxpayer Identification Number: 52-1088612
Bethesda, Maryland
January 22, 2004
Lead Auditor: James P. Martinko



                                       71
<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,  2002,  and the  related  statements  of  operations,
partners'  equity  (deficit)  and cash  flows  for the year  then  ended.  These
financial statements are the responsibility of the partnership's management. Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

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

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

In accordance with Government  Auditing  Standards and the  "Consolidated  Audit
Guide for Audits of HUD Programs," we have also issued reports dated January 22,
2003 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.

Our audit was  conducted  for the  purpose  of  forming  an opinion on the basic
financial statements taken as a whole. The accompanying supplemental information
on pages 23 through 27 is presented for purposes of  additional  analysis and is
not a required part of the basic financial  statements of the partnership.  Such
information has been subjected to the auditing  procedures applied in the audits
of the basic financial  statements and, in our opinion,  is fairly stated in all
material  respects,  in relation to the basic  financial  statements  taken as a
whole.



/s/ Reznick Fedder & Silverman
Taxpayer Identification Number: 52-1088612
Bethesda, Maryland
January 22, 2003
Lead Auditor: James P. Martinko



                                       72
<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, 2004 and 2003, and the related statements of operations,  partners'
equity and cash flows for the years then ended.  These financial  statements are
the  responsibility of the partnership's  management.  Our  responsibility is to
express an opinion on these financial statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of 220 Cooper Street,  L.P. as of
December 31, 2004 and 2003, and the results of its operations and its cash flows
for the years then ended,  in conformity with  accounting  principles  generally
accepted in the United States of America.

/s/ Heffler, Radetich & Saitta L.L.P.
Mount Laurel, NJ
January 26, 2005



                                       73
<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,  2003 and 2002,  and the  related  statements  of  operations,
partners'  equity  and cash  flows for the years  then  ended.  These  financial
statements  are  the  responsibility  of  the  partnership's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of 220 Cooper Street,  L.P. as of
December 31, 2003 and 2002, and the results of its operations and its cash flows
for the years then ended,  in conformity with  accounting  principles  generally
accepted in the United States of America.

/s/ Heffler, Radetich & Saitta L.L.P.
Mount Laurel, NJ
January 26, 2004


                                       74
<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. 118-35121 (a limited partnership),  as of December
31, 2004 and 2003 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 auditing standards generally accepted
in the United  States of America and standards  applicable  to financial  audits
contained in GOVERNMENT AUDITING STANDARDS, issued by the Comptroller General of
the United States. Those standards require that we plan and perform the audit to
obtain reasonable  assurance about whether the financial  statements are free of
material  misstatement.  An audit includes examining,  on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of PECAN CREEK LIMITED PARTNERSHIP
as of December 31, 2004 and 2003, and the results of its operations,  changes in
its partners'  equity and cash flows for the years then ended in conformity with
accounting principles generally accepted in the United States of America.

In accordance with GOVERNMENT AUDITING  STANDARDS,  we have issued reports dated
February 2, 2005,  and January 30,  2004,  on our  consideration  of PECAN CREEK
LIMITED PARTNERSHIP'S internal control over financial reporting and our tests of
its compliance with certain provisions of laws,  regulations,  contracts,  grant
agreements  and other  matters.  The purpose of those reports is to describe the
scope of our testing of internal control over financial reporting and compliance
and the results of that  testing  and not to provide an opinion on the  internal
control over financial  reporting on  compliance.  Those reports are an integral
part of an audit  performed in  accordance  GOVERNMENT  AUDITING  STANDARDS  and
should be read in conjunction with this report in considering the results of our
audit.

Our audits  were made for the  purpose  of  forming an opinion on the  financial
statements taken as a whole. The accompanying supplementary information on pages
15-17 is presented for the purpose of additional  analysis and is not a required
part of the basic financial statements of PECAN CREEK LIMITED PARTNERSHIP.  Such
information has been subjected to the auditing  procedures  applied in the audit
of the basic financial  statements and, in our opinion,  is fairly stated in all
material  respects  in  relation to the basic  financial  statements  taken as a
whole.


/s/ Archambo, Mueggenborg & Dick, Inc.
Deborah E. Mueggenborg, Audit Partner
Certified Public Accountants
73-1439902
Bartlesville, Oklahoma
February 2, 2005



                                       75
<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, 2003 and 2002 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 auditing standards generally accepted
in the United States of America and Government  Auditing Standards issued by the
Comptroller  General of the United States.  Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  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, 2003 and 2002, and the results of its operations,  changes in
its partners' equity, and cash flows for the years then ended in conformity with
accounting principles generally accepted in the United States of America.

In accordance  with Government  Auditing  Standards 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 30, 2004 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 non-major  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  Government  Auditing
Standards and should be read in conjunction  with this report in considering the
results of our audit.

Our audits  were made for the  purpose  of  forming an opinion on the  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 basic financial statements and, in our opinion, is fairly presented
in all material respects in relation to the basic financial  statements taken as
a whole.


/s/ Archambo, Mueggenborg & Dick, Inc.
Deborah E. Mueggenborg, Audit Partner
Certified Public Accountants
73-1439902
Bartlesville, Oklahoma
January 30, 2004



                                       76
<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, 2004,  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.

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  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 363 Grand Vendome  Associates,
Limited Partnership,  as of December 31, 2004, 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/ Agbimson & Co., PLLC
Rockville Centre, New York
January 31, 2005



                                       77
<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, 2003,  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.

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  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 363 Grand Vendome  Associates,
Limited Partnership,  as of December 31, 2003, 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/ Agbimson & Co., PLLC
Rockville Centre, New York
January 30, 2004



                                       78
<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, 2002,  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 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.

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, 2002,  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, 2002,
and the results of its  operations and its cash flows for the year then ended in
conformity with accounting principles generally accepted in the United States of
America.

/s/ Agbimson & Co., PLLC
Rockville Centre, New York
January 30, 2003



                                       79
<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, 2004
and 2003, 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 auditing standards generally accepted
in the United States of America 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, 2004 and 2003,  and the
results  of its  operations  and its cash  flows  for the  years  then  ended in
conformity with accounting principles generally accepted in the United States of
America.

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,  2004 and  2003,  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, 2005 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. 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/ Donald W. Causey & Associates, P.C.
Gadsden, Alabama
February 18, 2005



                                       80
<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, 2003
and 2002, and the related  statements of operations,  partners' capital and cash
flows  for  the  years  then  ended.   These   financial   statements   are  the
responsibility of the partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted the audits in accordance with auditing standards generally accepted
in the United States of America and Government  Auditing Standards issued by the
Comptroller   General  of  the  United  States,  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, 2003 and 2002,  and the
results  of its  operations  and its cash  flows  for the  years  then  ended in
conformity with accounting principles generally accepted in the United States of
America.

The  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,  2003 and  2002,  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 8, 2004 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. 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/ Donald W. Causey & Associates, P.C.
Gadsden, Alabama
February 8, 2004



                                       81
<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, 2004 and 2003,
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 auditing standards generally accepted
in the United States of America 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, 2004 and 2003, and the results of its
operations  and its cash  flows  for the years  then  ended in  conformity  with
accounting principles generally accepted in the United States of America.

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,  2004 and  2003,  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, 2005 on our  consideration  of Pine Shadow,  Ltd.'s  internal
control over financial reporting and on our tests of its compliance with certain
provisions of laws and regulations.  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/ Donald W. Causey & Associates, P.C.
Gadsden, Alabama
February 18, 2005



                                       82
<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, 2003 and 2002,
and the related  statements of operations,  partners' capital and cash flows for
the years then ended.  These financial  statements are the responsibility of the
partnership's  management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted the audits in accordance with auditing standards generally accepted
in the United States of America and Government  Auditing Standards issued by the
Comptroller   General  of  the  United  States,  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, 2003 and 2002, and the results of its
operations  and its cash  flows  for the years  then  ended in  conformity  with
accounting principles generally accepted in the United States of America.

The  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,  2003 and  2002,  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  January 27, 2004 on our  consideration  of Pine Shadow,  Ltd.'s  internal
control over financial reporting and on our tests of its compliance with certain
provisions of laws and regulations.  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/ Donald W. Causey & Associates, P.C.
Gadsden, Alabama
January 27, 2004



                                       83
<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, 2004 and 2003,
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 auditing standards generally accepted
in the United States of America 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, 2004 and 2003, and the results
of its operations and its cash flows for the years then ended in conformity with
accounting principles generally accepted in the United States of America.

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 11
through  14 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,  2004 and  2003,  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, 2005 on our  consideration of Windsor Place,  L.P.'s internal
control over financial reporting and on our tests of its compliance with certain
provisions of laws and regulations.  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/ Donald W. Causey & Associates, P.C.
Gadsden, Alabama
February 19, 2005



                                       84
<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, 2003 and 2002,
and the related  statements of operations,  partners' capital and cash flows for
the years then ended.  These financial  statements are the responsibility of the
partnership's  management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted the audits in accordance with auditing standards generally accepted
in the United States of America and Government  Auditing Standards issued by the
Comptroller   General  of  the  United  States,  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, 2003 and 2002, and the results
of its operations and its cash flows for the years then ended in conformity with
accounting principles generally accepted in the United States of America.

The  audits  were  made for the  purpose  of  forming  an  opinion  on the basic
financial statements taken as a whole. The supplemental  information on pages 11
through  14 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,  2003 and  2002,  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 January 26, 2004 on our  consideration  of Windsor Place,  L.P.'s internal
control over financial reporting and on our tests of its compliance with certain
provisions of laws and regulations.  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/ Donald W. Causey & Associates, P.C.
Gadsden, Alabama
January 26, 2004



                                       85
<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, 2004
and 2003, and the related  statements of operations,  partners' deficit and cash
flows  for  the  years  then  ended.   These   financial   statements   are  the
responsibility of the partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted the audits in accordance with auditing standards generally accepted
in the United States of America and GOVERNMENT  AUDITING STANDARDS issued by the
Comptroller   General  of  the  United  States,  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, 2004 and 2003, and the results
of its operations and its cash flows for the years then ended in conformity with
accounting principles generally accepted in the United States of America.

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 11
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,  2004 and  2003,  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, 2005 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. 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/ Donald W. Causey & Associates, P.C.
Gadsden, Alabama
February 22, 2005



                                       86
<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, 2003
and 2002, and the related  statements of operations,  partners' deficit and cash
flows  for  the  years  then  ended.   These   financial   statements   are  the
responsibility of the partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted the audits in accordance with auditing standards generally accepted
in the United States of America and Government  Auditing Standards issued by the
Comptroller   General  of  the  United  States,  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, 2003 and 2002, and the results
of its operations and its cash flows for the years then ended in conformity with
accounting principles generally accepted in the United States of America.

The  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,  2003 and  2002,  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 21, 2004 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. 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/ Donald W. Causey & Associates, P.C.
Gadsden, Alabama
February 21, 2004



                                       87
<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, 2004 and 2003, and the related  statements of operations,  partners' deficit
and cash flows for the years then  ended.  These  financial  statements  are the
responsibility of the partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted the audits in accordance with auditing standards generally accepted
in the United States of America and GOVERNMENT  AUDITING STANDARDS issued by the
Comptroller   General  of  the  United  States,  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, 2004 and 2003,  and the
results  of its  operations  and its cash  flows  for the  years  then  ended in
conformity with accounting principles generally accepted in the United States of
America.

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,  2004 and  2003,  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 January 27, 2005 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. 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/ Donald W. Causey & Associates, P.C.
Gadsden, Alabama
January 27, 2005



                                       88
<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, 2003 and 2002, and the related  statements of operations,  partners' deficit
and cash flows for the years then  ended.  These  financial  statements  are the
responsibility of the partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted the audits in accordance with auditing standards generally accepted
in the United States of America and Government  Auditing Standards issued by the
Comptroller   General  of  the  United  States,  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, 2003 and 2002,  and the
results  of its  operations  and its cash  flows  for the  years  then  ended in
conformity with accounting principles generally accepted in the United States of
America.

The  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,  2003 and  2002,  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 8, 2004 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. 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/ Donald W. Causey & Associates, P.C.
Gadsden, Alabama
February 8, 2004



                                       89
<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, 2004
and 2003,  and the  related  statements  of  operations,  partners'  deficit and
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 auditing standards generally accepted
in the United States of America 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, 2004 and 2003, and the results
of its operations and its cash flows for the years then ended in conformity with
accounting principles generally accepted in the United States of America.

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,  2004 and  2003,  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, 2005 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. 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/ Donald W. Causey & Associates, P.C.
Gadsden, Alabama
February 20, 2005



                                       90
<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, 2003
and 2002,  and the  related  statements  of  operations,  partners'  deficit and
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 auditing standards generally accepted
in the United States of America 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, 2003 and 2002, and the results
of its operations and its cash flows for the years then ended in conformity with
accounting principles generally accepted in the United States of America.

The  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,  2003 and  2002,  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, 2004 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. 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/ Donald W. Causey & Associates, P.C.
Gadsden, Alabama
February 20, 2004



                                       91
<PAGE>



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

INDEPENDENT AUDITORS' REPORT

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

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, 2004
and 2003, 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 auditing standards generally accepted
in the United States of America 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, 2004 and 2003, and the results
of its operations and its cash flows for the years then ended in conformity with
accounting principles generally accepted in the United States of America.

The  audits  were  made for the  purpose  of  forming  an  opinion  on the basic
financial  statements taken as a whole. The supplemental  information on page 10
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, 2004 and 2003,  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 21, 2005 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. 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/ Donald W. Causey & Associates, P.C.
Gadsden, Alabama
February 21, 2005



                                       92
<PAGE>



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

INDEPENDENT AUDITORS' REPORT

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

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, 2003
and 2002, and the related  statements of operations,  partners' capital and cash
flows  for  the  years  then  ended.   These   financial   statements   are  the
responsibility of the partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted the audits in accordance with auditing standards generally accepted
in the United States of America and Government  Auditing Standards issued by the
Comptroller   General  of  the  United  States,  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, 2003 and 2002, and the results
of its operations and its cash flows for the years then ended in conformity with
accounting principles generally accepted in the United States of America.

The  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,  2003 and  2002,  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, 2004 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. 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/ Donald W. Causey & Associates, P.C.
Gadsden, Alabama
February 20, 2004



                                       93
<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,
2004 and 2003, 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 auditing standards generally accepted
in the United States of America 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, 2004 and 2003,  and the
results  of its  operations  and its cash  flows  for the  years  then  ended in
conformity with accounting principles generally accepted in the United States of
America.

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 11
and 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, 2004 and 2003, 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, 2005 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. 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/ Donald W. Causey & Associates, P.C.
Gadsden, Alabama
February 23, 2005



                                       94
<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,
2003 and 2002, and the related  statements of operations,  partners' capital and
cash  flows  for the  years  then  ended.  These  financial  statements  are the
responsibility of the partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted the audits in accordance with auditing standards generally accepted
in the United States of America and Government  Auditing Standards issued by the
Comptroller   General  of  the  United  States,  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, 2003 and 2002,  and the
results  of its  operations  and its cash  flows  for the  years  then  ended in
conformity with accounting principles generally accepted in the United States of
America.

The  audits  were  made for the  purpose  of  forming  an  opinion  on the basic
financial statements taken as a whole. The supplemental  information on pages 11
through  14 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,  2003 and  2002,  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, 2004 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. 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/ Donald W. Causey & Associates, P.C.
Gadsden, Alabama
February 23, 2004



                                       95
<PAGE>



[Letterhead of Matthews, Cutrer & Lindsay, P.A.]

To the Partners
Westbrook Square, LP

INDEPENDENT AUDITOR'S REPORT

We have  audited the  accompanying  balance  sheets of Westbrook  Square,  LP (a
Mississippi  limited  partnership),  RHS  Project  No.  28-040-640770978,  as of
December 31, 2004 and 2003, and the related statements of operations,  partners'
capital  (deficit)  and cash flows for the years  then  ended.  These  financial
statements  are  the  responsibility  of  the  partnership's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of Westbrook  Square,  LP as of
December 31, 2004 and 2003, and the results of its operations and its cash flows
for the years then ended in  conformity  with  accounting  principles  generally
accepted in the United States of America.

In accordance with GOVERNMENT AUDITING  STANDARDS,  we have also issued a report
dated February 1, 2005, on our  consideration  Westbrook  Square,  LP's internal
control over financial reporting and on our tests of its compliance with certain
provisions  of laws,  regulations,  contracts,  grants,  agreements,  and  other
matters.  The purpose of this report is to describe  the scope of our testing on
internal control over financial reporting and compliance and the results of that
testing and not to provide an opinion on the  internal  control  over  financial
reporting  or on  compliance.  This  reports  are an  integral  part of an audit
performed in accordance with GOVERNMENT AUDITING STANDARDS and should be read in
conjunction with this report in considering the results of our audit.

Our audits  were made for the  purpose  of  forming an opinion on the  financial
statements  taken as a  whole.  The  accompanying  supplemental  information  is
presented for the purposes of additional  analysis and is not a required part of
the basic  financial  statements.  We have prepared the Multiple  Family Housing
Borrower  Balance  Sheet (RHS Form RD 18930-8) and the Multiple  Family  Housing
Project Budget (RHS Form RD 1930-7).  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/ Matthews, Cutrer & Lindsay, P.A.
Ridgeland, Mississippi
February 1, 2005



                                       96
<PAGE>



[Letterhead of Bob T. Robinson]

To the Partners of
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,  2002 and  2001 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 auditing  standards  generally accepted
in the United States of America and Government Auditing Standards, issued by the
Comptroller  General of the United States.  Those standards  require that 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 my
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 Westbrook Square,  Ltd. as of
December 31, 2002 and 2001, and the results of its operations and its cash flows
for the years then ended in  conformity  with  accounting  principles  generally
accepted in the United States of America.

In accordance with Government Auditing  Standards,  I have also issued my report
dated February 14, 2003 on my consideration of Westbrook Square, Ltd.'s internal
control  and on my tests of its  compliance  with  certain  provisions  of laws,
regulations,  contracts,  and grants.  This  report is an  integral  part of the
audits performed in accordance with Government  Auditing Standards and should be
read in conjunction with this report in considering the results of my audits.

My audits  were made for the  purpose of  forming  an  opinion on the  financial
statements taken as a whole.  The supplemental  information 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 7-00) have not been  compiled or examined by me,
and I do not express any form of assurance on them. In addition they may contain
departures from guidelines for presentation of prospective financial information
established  by the  American  Institute of Certified  Public  Accountants.  The
actual  results  may  vary  from  the  presentation  and the  variations  may be
material.


/s/ Bob T. Robinson
Jackson, Mississippi
February 14, 2003



                                       97
<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, 2004
and 2003, 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 auditing standards  generally accepted
in the United States of America 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, 2004 and 2003, and the results
of its operations and its cash flows for the years then ended in conformity with
accounting principles generally accepted in the United States of America.

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,  2004 and  2003,  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, 2005 on my consideration  of, Warsaw Elderly Housing,  Ltd.'s
internal control over financial reporting and on my tests of its compliance with
certain  provisions of laws and regulations.  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.

Donald W. Causey, CPA, P.C.
Gadsden, Alabama
February 25, 2005



                                       98
<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, 2003
and 2002, and the related  statements of operations,  partners' capital and cash
flows  for  the  years  then  ended.   These   financial   statements   are  the
responsibility of the partnership's  management. My responsibility is to express
an opinion on these financial statements based on my audits.

I conducted the audits in accordance with auditing standards  generally accepted
in the United States of America and Government  Auditing Standards issued by the
Comptroller   General  of  the  United  States,  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, 2003 and 2002, and the results
of its operations and its cash flows for the years then ended in conformity with
accounting principles generally accepted in the United States of America.

The  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,  2003 and  2002,  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, 2004 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.  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.

Donald W. Causey, CPA, P.C.
Gadsden, Alabama
February 25, 2004



                                       99
<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, 2004
and 2003, 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 auditing standards generally accepted
in the United States of America 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, 2004 and 2003, and the results
of its operations and its cash flows for the years then ended in conformity with
accounting principles generally accepted in the United States of America.

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 11
through  14 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,  2004 and  2003,  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  12,  2005 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. 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/ Donald W. Causey & Associates, P.C.
Gadsden, Alabama
February 12, 2005



                                      100
<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, 2003
and 2002, and the related  statements of operations,  partners' capital and cash
flows  for  the  years  then  ended.   These   financial   statements   are  the
responsibility of the partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted the audits in accordance with auditing standards generally accepted
in the United States of America and Government  Auditing Standards issued by the
Comptroller   General  of  the  United  States,  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, 2003 and 2002, and the results
of its operations and its cash flows for the years then ended in conformity with
accounting principles generally accepted in the United States of America.

The  audits  were  made for the  purpose  of  forming  an  opinion  on the basic
financial statements taken as a whole. The supplemental  information on pages 11
through  14 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,  2003 and  2002,  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  12,  2004 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. 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/ Donald W. Causey & Associates, P.C.
Gadsden, Alabama
February 12, 2004



                                      101
<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, 2004
and 2003, 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 auditing standards generally accepted
in the United States of America 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 Elmwood Associates,  L.P., RHS
Project No.:  28-055-640804193 as of December 31, 2004 and 2003, and the results
of its operations and its cash flows for the years then ended in conformity with
accounting principles generally accepted in the United States of America.

The  audits  were  made for the  purpose  of  forming  an  opinion  on the basic
financial  statements taken as a whole. The supplemental  information on page 10
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, 2004 and 2003,  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, 2005 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. 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/ Donald W. Causey & Associates, P.C.
Gadsden, Alabama
February 22, 2005



                                      102
<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, 2003
and 2002, and the related  statements of operations,  partners' capital and cash
flows  for  the  years  then  ended.   These   financial   statements   are  the
responsibility of the partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted the audits in accordance with auditing standards generally accepted
in the United States of America and Government  Auditing Standards issued by the
Comptroller   General  of  the  United  States,  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 Elmwood Associates,  L.P., RHS
Project No.:  28-055-640804193 as of December 31, 2003 and 2002, and the results
of its operations and its cash flows for the years then ended in conformity with
accounting principles generally accepted in the United States of America.

The  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,  2003 and  2002,  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  21, 2004 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. 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/ Donald W. Causey & Associates, P.C.
Gadsden, Alabama
February 21, 2004



                                      103
<PAGE>



[Letterhead of Holthouse Carlin & Van Trigt LLP]

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Partners of
Harmony Associates, L.P.:

We have audited the accompanying balance sheet of Harmony Associates, L.P. as of
December 31, 2004, and the related  statements of operations,  partners' capital
(deficit) and cash flows for the year then ended. These financial statements are
the  responsibility of the Partnership's  management.  Our  responsibility is to
express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards  generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audits to obtain  reasonable  assurance  about whether the financial
statements are free of material misstatement. An audit includes consideration of
internal  controls  over  financial  reporting  as a basis for  designing  audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Partnership's internal control
over financial reporting. Accordingly, we express no such opinion. An audit also
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the financial  statements,  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, 2004 and the results of its  operations  and its cash flows for the
year then ended, in conformity with accounting  principles generally accepted in
the United States of America.

Our audit was  conducted  for the  purpose  of  forming  an opinion on the basic
financial  statements  taken  as  a  whole.  The  information  included  in  the
accompanying  Schedule I 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/ Holthouse Carlin & Van Trigt LLP
Santa Monica, California
February 3, 2005



                                      104
<PAGE>



[Letterhead of Grant Thornton LLP]

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Partners
Harmony Associates, L.P.

We have audited the accompanying balance sheet of Harmony Associates, L.P. as of
December 31, 2003, 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 auditing standards  generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audits to obtain  reasonable  assurance  about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  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, 2003,  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 14, 2004



                                      105
<PAGE>



[Letterhead of Grant Thornton LLP]

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Partners
Harmony Associates, L.P.

We have audited the accompanying balance sheet of Harmony Associates, L.P. as of
December 31, 2002, 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 auditing standards  generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audits to obtain  reasonable  assurance  about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  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, 2002,  and the results of its operations and its cash flows for the
year then ended in conformity with accounting  principles  generally accepted in
the United States of America.



/s/ Grant Thornton LLP
Los Angeles, California
January 24, 2003



                                      106
<PAGE>



                          FREEDOM TAX CREDIT PLUS L.P.
                          AND CONSOLIDATED PARTNERSHIPS
                           CONSOLIDATED BALANCE SHEETS
                             MARCH 31, 2005 and 2004


                                     ASSETS

<TABLE>
<CAPTION>

                                                                            2005            2004
                                                                        ------------    ------------
<S>                                                                     <C>             <C>
Property and equipment - (at cost, net of accumulated
  depreciation of $68,560,673 and $63,733,516,
  respectively) (Notes 4 and 6)                                         $ 76,216,658    $ 80,476,651
Cash and cash equivalents                                                  2,150,450       2,492,636
Cash held in escrow                                                        5,549,963       4,743,491
Deferred costs (net of accumulated amortization of
  $2,098,661 and $1,988,501, respectively) (Note 5)                          727,764         979,385
Other assets                                                               1,329,483       1,247,703
                                                                        ------------    ------------

Total Assets                                                            $ 85,974,318    $ 89,939,866
                                                                        ============    ============

                   LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

Liabilities:
Mortgage notes payable (Note 6)                                         $ 65,119,347    $ 66,285,158
Accounts payable and other liabilities                                     2,455,386       1,771,574
Due to local general partners and affiliates (Note 7)                      3,628,588       3,922,555
Due to general partners and affiliates (Note 7)                            8,853,092       7,861,874
                                                                        ------------    ------------

Total Liabilities                                                         80,056,413      79,841,161
                                                                        ------------    ------------

Minority interests                                                         8,040,807       8,001,969
                                                                        ------------    ------------

Partners' Capital (Deficit):
Limited partners (72,896 BACs issued and outstanding)                     (1,421,027)      2,756,415
General partners                                                            (701,875)       (659,679)
                                                                        ------------    ------------

Total Partners' Capital (Deficit)                                         (2,122,902)      2,096,736
                                                                        ------------    ------------

Commitments and Contingencies (Notes 7 and 9)

Total Liabilities and Partners' Capital (Deficit)                       $ 85,974,318    $ 89,939,866
                                                                        ============    ============

</TABLE>

          See accompanying notes to consolidated financial statements.



                                      107
<PAGE>



                          FREEDOM TAX CREDIT PLUS L.P.
                          AND CONSOLIDATED PARTNERSHIPS
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                    YEARS ENDED MARCH 31, 2005, 2004 and 2003

<TABLE>
<CAPTION>

                                                          2005            2004            2003
                                                      ------------    ------------    ------------
<S>                                                   <C>             <C>             <C>
Revenues:
Rental income                                         $ 15,031,757    $ 14,797,158    $ 14,282,724
Other                                                    1,547,924       1,576,443       1,449,502
                                                      ------------    ------------    ------------

Total Revenues                                          16,579,681      16,373,601      15,732,226
                                                      ------------    ------------    ------------

Expenses:

Repairs and maintenance                                  2,881,570       2,832,897       2,534,896
Operating and other                                      2,349,565       2,267,403       2,094,185
Real estate taxes                                        1,068,210         959,803         995,566
Interest                                                 4,244,176       4,335,979       4,509,840
Depreciation and amortization (Notes 4 and 5)            5,074,408       4,978,566       4,915,164
General and administrative                               3,357,170       2,946,354       2,767,712
General and administrative-related parties (Note 7)      1,867,745       1,844,523       1,706,060
                                                      ------------    ------------    ------------

Total Expenses                                          20,842,844      20,165,525      19,523,423
                                                      ------------    ------------    ------------

Loss before minority interest                           (4,263,163)     (3,791,924)     (3,791,197)

Minority interest in loss of subsidiaries                   43,525          36,960          37,450
                                                      ------------    ------------    ------------


Net loss                                              $ (4,219,638)   $ (3,754,964)   $ (3,753,747)
                                                      ============    ============    ============

Net loss - limited partners                           $ (4,177,442)   $ (3,717,414)   $ (3,716,210)
                                                      ============    ============    ============

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

Net loss per BAC                                      $     (57.31)   $     (51.00)   $     (50.98)
                                                      ============    ============    ============

</TABLE>

          See accompanying notes to consolidated financial statements.



                                      108
<PAGE>



                          FREEDOM TAX CREDIT PLUS L.P.
                          AND CONSOLIDATED PARTNERSHIPS
        CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
                    YEARS ENDED MARCH 31, 2005, 2004 and 2003

<TABLE>
<CAPTION>

                                                                                Accumulated
                                                                                   Other
                                                  Limited         General       Comprehensive   Comprehensive
                                   Total          Partners        Partners      Income (Loss)       Loss
                                ------------    ------------    ------------    -------------   -------------
<S>                             <C>             <C>             <C>             <C>             <C>
Partners' capital (deficit) -
  April 1, 2002                 $  9,605,982    $ 10,186,465    $   (584,628)   $      4,145

Comprehensive Loss:
Net Loss                          (3,753,747)     (3,716,210)        (37,537)              0    $ (3,753,747)

Other Comprehensive Loss:
Net unrealized loss on
  marketable securities                 (535)              0               0            (535)           (535)
                                ------------    ------------    ------------    ------------    ------------

Total Comprehensive Loss                                                                          (3,754,282)
                                                                                                ============

Partners' capital (deficit) -
  March 31, 2003                   5,851,700       6,470,255        (622,165)          3,610

Comprehensive Loss:
Net Loss                          (3,754,964)     (3,717,414)        (37,550)              0      (3,751,426)

Other Comprehensive Loss:
Net unrealized loss on
  marketable securities                    0           3,574              36          (3,610)          3,610
                                ------------    ------------    ------------    ------------    ------------

Total Comprehensive Loss                                                                          (3,747,816)
                                                                                                ============

Partners' capital (deficit) -
  March 31, 2004                   2,096,736       2,756,415        (659,679)              0

Comprehensive Loss:
Net Loss                          (4,219,638)     (4,177,442)        (42,196)              0      (4,219,638)
                                ------------    ------------    ------------    ------------    ------------

Total Comprehensive Loss:                                                                       $ (4,219,638)
                                                                                                ============

Partners' Capital (Deficit) -
  March 31, 2005                $ (2,122,902)   $ (1,421,027)   $   (701,875)   $          0
                                ============    ============    ============    ============

</TABLE>

          See accompanying notes to consolidated financial statements.



                                      109
<PAGE>



                          FREEDOM TAX CREDIT PLUS L.P.
                          AND CONSOLIDATED PARTNERSHIPS
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                    YEARS ENDED MARCH 31, 2005, 2004 and 2003

<TABLE>
<CAPTION>

                                                                         2005           2004           2003
                                                                      -----------    -----------    -----------
<S>                                                                   <C>            <C>            <C>
 Cash flows from operating activities:
 Net loss                                                             $(4,219,638)   $(3,754,964)   $(3,753,747)

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

  Depreciation and amortization                                         5,074,408      4,978,566      4,915,164
  Minority interest in loss of subsidiaries                               (43,525)       (36,960)       (37,450)
  Increase in other assets                                                (81,783)        (7,012)      (238,552)
  Increase  (decrease)  in  accounts  payable and other liabilities       683,812        360,497       (238,880)
  (Increase) decrease in cash held in escrow                             (806,472)       (88,879)        16,647
  Increase in due to general partners and affiliates                      991,218        928,343        912,768
  Increase in due to local general partners and affiliates                119,303        247,420         47,959
  Decrease in due to local general partners and affiliates                (91,390)       (26,314)      (134,954)
                                                                      -----------    -----------    -----------

Net cash provided by operating activities                               1,625,933      2,600,697      1,488,955
                                                                      -----------    -----------    -----------

Cash flows from investing activities:


  Additions to property and equipment                                    (567,870)    (1,013,627)      (751,333)
  Decrease (increase) in marketable securities                                  0        109,498         (1,028)
  Decrease in due to local general partners and affiliates               (662,425)      (213,462)       (17,863)
                                                                      -----------    -----------    -----------

Net cash used in investing activities                                  (1,230,295)    (1,117,591)      (770,224)
                                                                      -----------    -----------    -----------

Cash flows from financing activities:
  Decrease (increase) in deferred costs                                     5,079         (5,071)       (20,876)
  Repayments of mortgage loans                                         (1,165,811)    (1,081,661)      (696,408)
  Increase in due to local general partners and affiliates                418,782        140,400        547,880
  Decrease in due to local general partners and affiliates                (78,237)      (250,938)      (237,506)
  Increase (decrease) in capitalization of consolidated
   subsidiaries attributable to minority interest                          82,363        (40,328)       101,464
                                                                      -----------    -----------    -----------

 Net cash used in financing activities                                   (737,824)    (1,237,598)      (305,446)
                                                                      -----------    -----------    -----------


 Net (decrease) increase in cash and cash equivalents                    (342,186)       245,508        413,285

 Cash and cash equivalents at beginning of year                         2,492,636      2,247,128      1,833,843
                                                                      -----------    -----------    -----------

 Cash and cash equivalents at end of year                             $ 2,150,450    $ 2,492,636    $ 2,247,128
                                                                      ===========    ===========    ===========

 Supplemental disclosure of cash flow information:
 Cash paid during the year for interest                               $ 2,879,716    $ 2,992,620    $ 3,303,877
                                                                      ===========    ===========    ===========

</TABLE>

          See accompanying notes to consolidated financial statements.



                                      110
<PAGE>



                          FREEDOM TAX CREDIT PLUS L.P.
                          AND CONSOLIDATED PARTNERSHIPS
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          MARCH 31, 2005, 2004 and 2003



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"). On
November 17, 2003,  CharterMac  acquired Related Capital  Company,  which is the
indirect  parent of RCC Manager LLC,  the sole  shareholder  of Related  Freedom
Associates,  Inc., the general partner of the Related General Partner.  Pursuant
to the acquisition,  CharterMac  acquired  controlling  interests in the General
Partners.  This  acquisition  did not affect the  Partnership  or its day-to-day
operations,  as the majority of the General  Partners'  management team remained
unchanged.   The  Partnership  will  terminate  on  December  31,  2030,  unless
terminated sooner under the provisions 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
("Tax  Credit")  enacted in the Tax Reform Act of 1986 and to entitle  qualified
BACs holders to 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 Tax Credits  during the Credit  Period,
provided  that the Local  Partnership  satisfies the rent  restriction,  minimum
set-aside and other requirements for recognition of the Tax Credits at all times
during the 15-year period (the "Compliance Period").

As of December 31, 2002,  the Credit Period for all of the  apartment  complexes
have expired,  although each Local  Partnership must continue to comply with the
Tax Credit requirements until the end of the Compliance Period in order to avoid
recapture of the Tax Credits. During Fiscal Year 2003, the Partnership generated
$1,710,233  in Housing  Tax  Credits.  The  Compliance  Period  will end between
December 31, 2004 and December 31, 2007 with respect to the Properties depending
upon when the Tax Credit Period commenced.

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 Partnership's  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.


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 original  maturities of three
months or less).

d)  Investment in Marketable Securities

Available-for-sale  securities  were  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,  was charged to earnings resulting in
the establishment of a new cost basis for the security. In 2004, the Partnership
sold its marketable securities.



                                      111
<PAGE>



                          FREEDOM TAX CREDIT PLUS L.P.
                          AND CONSOLIDATED PARTNERSHIPS
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          MARCH 31, 2005, 2004 and 2003



e)  Cash Held in Escrow

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

f)  Property and Equipment

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

At the time management  commits to a plan to dispose of assets,  said assets are
adjusted to the lower of carrying amount or fair value less costs to sell. These
assets  are  classified  as  property  and  equipment-held  for sale and are not
depreciated.  There are no assets classified as property and  equipment-held for
sale through March 31, 2005.

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

g)  Revenue Recognition

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

Rental subsidies are recognized as rental income during the month in which it is
earned.   The   Partnership   received   rental   subsidies  which  amounted  to
approximately  $3,488,027,  $3,326,225  and $3,178,000 for the years ended March
31, 2005, 2004 and 2003, respectively.  The related rental subsidy programs have
expiration  dates that  terminate  upon  total  disbursement  of the  assistance
obligation.

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

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

<TABLE>
<CAPTION>

                                                       March 31,
                                      ------------------------------------------
                                         2005            2004            2003
                                      ----------      ----------      ----------
<S>                                   <C>             <C>             <C>
Interest                              $  146,855      $  142,223      $  259,247
Other                                  1,401,069       1,434,220       1,190,255
                                      ----------      ----------      ----------

   Total other revenue                $1,547,924      $1,576,443      $1,449,502
                                      ==========      ==========      ==========

</TABLE>

h)  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).

i)  Use of Estimates

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

j) 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.



                                      112
<PAGE>



                          FREEDOM TAX CREDIT PLUS L.P.
                          AND CONSOLIDATED PARTNERSHIPS
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          MARCH 31, 2005, 2004 and 2003



k)  New Accounting Pronouncements

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

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

In May 2003,  the FASB issued SFAS No. 150,  "Accounting  for Certain  Financial
Instruments with  Characteristics  of both Liabilities and Equity." SFAS No. 150
changes the accounting for certain  financial  instruments  that, under previous
guidance,  could be classified as equity or "mezzanine" equity, by now requiring
those   instruments  to  be  classified  as  liabilities   (or  assets  in  some
circumstances)  in the  Consolidated  Balance  Sheets.  Further,  SFAS  No.  150
requires  disclosure  regarding the terms of those  instruments  and  settlement
alternatives.  The  guidance in SFAS No. 150  generally  was  effective  for all
financial  instruments  entered  into or modified  after May 31,  2003,  and was
otherwise effective at the beginning of the first interim period beginning after
June 15, 2003. The Partnership has evaluated SFAS No. 150 and determined that it
does  not  have  an  impact  on  the  Partnership's   financial   reporting  and
disclosures.


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. The fair values of Due to
Local General Partners and Affiliates and Due to General Partners and Affiliates
are not readily determinable because no market exists for these instruments.

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  notes payable are as
follows:

<TABLE>
<CAPTION>

                                                March 31, 2005             March 31, 2004
                                          -------------------------   -------------------------
                                           Carrying                    Carrying
                                            Amount      Fair Value      Amount      Fair Value
                                          -----------   -----------   -----------   -----------
<S>                                       <C>           <C>           <C>           <C>
Mortgage Notes Payable for which it is:

Practicable to estimate fair value        $48,409,326   $49,519,246   $51,901,654   $51,768,160
Not Practicable                           $16,710,021           (*)   $14,383,504           (*)

</TABLE>

(*)  Management believes it is not practicable to estimate the fair value of the
     mortgage   notes   payable   because   mortgage   programs   with   similar
     characteristics are not currently available to the Local Partnerships.



                                      113
<PAGE>



                          FREEDOM TAX CREDIT PLUS L.P.
                          AND CONSOLIDATED PARTNERSHIPS
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          MARCH 31, 2005, 2004 and 2003



NOTE 4 - Property and Equipment

The components of property and equipment are as follows:

<TABLE>
<CAPTION>

                                                          March 31,
                                              ----------------------------------
                                                  2005                 2004
                                              -------------       --------------
<S>                                           <C>                 <C>
Land                                          $   5,720,520       $   5,720,520
Buildings and improvements                      130,972,585         130,814,666
Other                                             8,084,226           7,674,981
                                              -------------       -------------

                                                144,777,331         144,210,167

Less:  Accumulated depreciation                 (68,560,673)        (63,733,516)
                                              -------------       -------------
                                              $  76,216,658       $  80,476,651
                                              =============       =============

</TABLE>

Depreciation  expense for the years ended March 31, 2005, 2004 and 2003 amounted
to $4,827,863, $4,811,387 and $4,749,489,  respectively.  Additionally, $706 and
$5,513 of accumulated depreciation on dispositions of assets was written-off for
the years ended March 31, 2005 and 2004, respectively.


NOTE 5 - Deferred Costs

The  components  of  deferred  costs and their  periods of  amortization  are as
follows:

<TABLE>
<CAPTION>

                                                            March 31,
                                                 -------------------------------
                                                    2005                2004
                                                 -----------        ------------
<S>                                              <C>                <C>
Financing expenses                               $ 2,826,425        $ 2,967,886
Less:  Accumulated amortization                   (2,098,661)        (1,988,501)
                                                 -----------        -----------

                                                 $   727,764        $   979,385
                                                 ===========        ===========

</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, 2005, 2004 and 2003
amounted to $246,545, $167,179 and $165,675, respectively. In addition, $136,385
of accumulated  amortization has been written-off due to mortgage refinancing of
the Abraham Lincoln property in the year ended March 31, 2005.


NOTE 6 - Mortgage Notes Payable

The  mortgage   notes  are  payable  in  aggregate   monthly   installments   of
approximately  $438,000 including principal and interest with rates varying from
0% to 13.50% per annum and have  maturity  dates ranging from 2005 through 2042.
The  loans  are  collateralized  by the land  and  buildings  of the  subsidiary
partnerships,  the assignment of certain subsidiary partnerships' rents, leases,
and replacement reserves, and are without further recourse.

Annual principal  payments on the permanent debt requirements for mortgage notes
payable for each of the next five fiscal years and thereafter are as follows:

<TABLE>
<CAPTION>

Fiscal Year Ending March 31,      Amount
----------------------------   ------------
<C>                            <C>
2005                           $ 1,232,658
2006                             2,031,135
2007                            19,646,494
2008                               882,528
2009                               925,475
Thereafter                      40,401,057
                               -----------
Total                          $65,119,347
                               ===========

</TABLE>

On June 17, 2004, the Abraham Lincoln property modified its original mortgage to
reduce the principal balance to $1,945,000. The new mortgage payable to New York
State HFA in monthly installments of $15,382, with an interest rate of 6.64% per
annum, will mature in June 2022.



                                      114
<PAGE>



                          FREEDOM TAX CREDIT PLUS L.P.
                          AND CONSOLIDATED PARTNERSHIPS
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          MARCH 31, 2005, 2004 and 2003



Accrued  interest  payable  as of March  31,  2005  and  2004 was  approximately
$1,484,000 and $1,337,000, respectively. Interest accrues on all mortgage loans,
which  include  primary  and  secondary  loans.  Certain  secondary  loans  have
provisions  such that  interest is accrued but not payable  until a future date.
The  Partnership  anticipates  the payment of accrued  interest on the secondary
loans (which make up the  majority of the accrued  interest  payable  amount and
which  have  been  accumulating  since  the  Partnership's   investment  in  the
respective  Local  Partnership)  will be made from future  refinancings or sales
proceeds of the respective Local Partnerships.


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

Due to Local General Partners and affiliates at March 31, 2005 and 2004 consists
of the following:

<TABLE>
<CAPTION>
                                                              March 31,
                                                    ----------------------------
                                                       2005              2004
                                                    ----------        ----------
<S>                                                 <C>               <C>
Operating advances                                  $1,963,493        $1,666,763
Development fees (i)                                   610,024         1,272,449
Operating deficit loans (ii)                           297,172           288,259
Long-term note payable                                  98,615            63,713
Management and other fees                              659,284           631,371
                                                    ----------        ----------

                                                    $3,628,588        $3,922,555
                                                    ==========        ==========

</TABLE>

(i)   Development fees were incurred in connection  with the  development of the
      property and have been included in the basis of the property.
(ii)  Operating deficit loans consist of the following:

<TABLE>
<CAPTION>

                                                              March 31,
                                                    ----------------------------
                                                       2005              2004
                                                    ----------        ----------
<S>                                                 <C>               <C>
Wilshire Park                                       $  191,775        $  191,775

</TABLE>

This loan to fund operating deficits is unsecured,  non-interest  bearing and is
payable out of available surplus cash of the respective subsidiary  partnership,
or at the time of sale or refinancing.

<TABLE>
<CAPTION>
                                                              March 31,
                                                    ----------------------------
                                                       2005              2004
                                                    ----------        ----------
<S>                                                 <C>               <C>
Parkside Townhomes                                  $   87,035        $   87,035
Ogontz Hall                                         $   18,362        $    9,449

</TABLE>

These loans to fund operating deficits are unsecured,  non-interest  bearing and
are subordinate to the second mortgage and are payable out of available  surplus
cash  of the  respective  subsidiary  partnership,  or at the  time  of  sale or
refinancing.



                                      115
<PAGE>



                          FREEDOM TAX CREDIT PLUS L.P.
                          AND CONSOLIDATED PARTNERSHIPS
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          MARCH 31, 2005, 2004 and 2003



b)  Other Expenses

The costs incurred to related  parties for the years ended March 31, 2005,  2004
and 2003 were as follows:

<TABLE>
<CAPTION>

                                                      Year Ended March 31,
                                              ------------------------------------
                                                 2005         2004         2003
                                              ----------   ----------   ----------
<S>                                           <C>          <C>          <C>
Partnership management fees (a)               $  676,000   $  676,000   $  676,000
Expense reimbursement (b)                        223,042      178,723      155,977
Local administrative fee (d)                      51,193       53,000       53,000
                                              ----------   ----------   ----------
Total general and administrative - General       950,235      907,723      884,977
 Partners
                                              ----------   ----------   ----------
 Property management fees incurred to
 affiliates of the subsidiary partnerships'
 general partners (c)                            917,510      936,800      821,083
                                              ----------   ----------   ----------
Total general and administrative - related    $1,867,745   $1,844,523   $1,706,060
 parties                                      ==========   ==========   ==========

</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  investments.  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  $6,884,000 and $6,208,000 were accrued and unpaid as
of March 31, 2005 and 2004, 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
$1,036,574,  $1,108,295 and $1,071,815 for the 2005, 2004 and 2003 Fiscal Years,
respectively.  Of these fees,  $917,510,  $936,800 and 821,083 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>

                                                    2004           2003           2002
                                                 -----------    -----------    -----------
<S>                                              <C>            <C>            <C>
Financial statement

Net loss                                         $(4,219,638)   $(3,754,964)   $(3,753,747)

 Difference  resulting from parent  company
  having a different  fiscal year for
  income tax and financial reporting purposes        376,180        (17,957)         4,268

 Difference between depreciation and
  amortization expense recorded for financial
  statement and income tax reporting purposes        468,213        386,864       (682,390)

 Tax-exempt interest income                              (40)           (25)           (39)

 Other                                              (154,830)        48,724      1,317,852
                                                 -----------    -----------    -----------

 Net loss as shown on the Partnership's income
  tax returns                                    $(3,530,115)   $(3,337,358)   $(3,114,056)
                                                 ===========    ===========    ===========

</TABLE>



                                      116
<PAGE>



                          FREEDOM TAX CREDIT PLUS L.P.
                          AND CONSOLIDATED PARTNERSHIPS
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          MARCH 31, 2005, 2004 and 2003



NOTE 9 - Selected Quarterly Financial Data (Unaudited)

The following table summarizes the Partnership's quarterly results of operations
for the years ended March 31, 2005 and 2004.

<TABLE>
<CAPTION>

                                                                 Quarter Ended
                                            --------------------------------------------------------
                                              June 30,    September 30,   December 31,    March 31,
               OPERATIONS                      2004           2004           2004           2005
-----------------------------------------   -----------   -------------   -----------    -----------
<S>                                         <C>            <C>            <C>            <C>
Revenues                                    $ 4,065,553    $ 4,192,866    $ 4,063,547    $ 4,257,715

Operating expenses                           (5,134,170)    (5,130,072)    (4,993,540)    (5,585,062)
                                            -----------    -----------    -----------    -----------

Loss before minority interest                (1,068,617)      (937,206)      (929,993)    (1,327,347)

Minority interest in loss of subsidiaries        10,363          8,484          9,222         15,456
                                            -----------    -----------    -----------    -----------

Net loss                                    $(1,058,254)   $  (928,722)   $  (920,771)   $(1,311,891)
                                            ===========    ===========    ===========    ===========

Net loss per BAC                            $    (14.37)   $    (12.61)   $    (12.51)   $    (17.82)
                                            ===========    ===========    ===========    ===========

</TABLE>

<TABLE>
<CAPTION>

                                                                 Quarter Ended
                                            --------------------------------------------------------
                                              June 30,    September 30,   December 31,    March 31,
               OPERATIONS                      2003           2003           2003           2004
-----------------------------------------   -----------   -------------   -----------    -----------
<S>                                         <C>            <C>            <C>            <C>
Revenues                                    $ 3,991,288    $ 4,037,962    $ 4,035,354    $ 4,308,997

Operating expenses                           (5,057,470)    (4,973,610)    (4,881,673)    (5,252,772)
                                            -----------    -----------    -----------    -----------

Loss before minority interest                (1,066,182)      (935,648)      (846,319)      (943,775)

Minority interest in loss of subsidiaries        11,698          9,275          7,923          8,064
                                            -----------    -----------    -----------    -----------

Net loss                                    $(1,054,484)   $  (926,373)   $  (838,396)   $  (935,711)
                                            ===========    ===========    ===========    ===========

Net loss per BAC                            $    (14.32)   $    (12.58)   $    (11.39)   $    (12.71)
                                            ===========    ===========    ===========    ===========

</TABLE>

NOTE 10 - Commitments and Contingencies

Washington Brooklyn
-------------------
In or about  September  2003,  two  putative  mortgagees  commenced  a  mortgage
foreclosure  action in the Supreme Court of the State of New York,  Kings County
(the  "Court"),  entitled  150 Beach 120th  Street Inc. v.  Washington  Brooklyn
Limited  Partnership,  Index No. 35255/2003,  seeking to foreclose on an alleged
$100,000 loan and mortgage  against the real property (the "Apartment  Complex")
owned by Washington Brooklyn Limited Partnership ("Washington"). Apparently, the
former general partner of Washington,  BUFNY Houses of Brooklyn, Inc. ("BUFNY"),
allegedly  granted two mortgages in the amounts of $225,000 and $100,000 secured
by the Apartment  Complex.  Each of the foregoing  mortgages was granted without
the  knowledge of Freedom  SLP,  L.P.  (the  "Special  Limited  Partner") or the
Partnership  (collectively  the  "Freedom  LPs") or the  consent of the  Special
Limited Partner,  as required by Washington's  Amended and Restated Agreement of
Limited Partnership (the "Partnership Agreement").  The Freedom LPs believe that
BUFNY did not use the alleged loan proceeds for the benefit of Washington or the
Apartment Complex. For these and other reasons, the Freedom LPs contend that the
alleged mortgages are invalid.

In addition, BUFNY allegedly failed to comply with the terms of either mortgage,
which resulted in the holders of the alleged  $100,000  mortgage  commencing the
foreclosure  proceedings.  BUFNY did not appear in or  otherwise  respond to the
foreclosure  proceedings.  The holders of the alleged $225,000 mortgage have not
yet, to the knowledge of the Freedom LPs, commenced any foreclosure proceedings.

Shortly  after the Freedom LPs became  aware of these  foreclosure  proceedings,
their counsel  contacted  counsel for the plaintiffs and mortgagees in an effort
to learn more about the alleged  mortgages and to resolve the disputes  relating
to the mortgages.  When those efforts failed,  the Freedom LPs filed a motion to
intervene  in the  foreclosure  action  and for  leave to file a late  answer on
behalf of themselves and Washington.  The Freedom LPs contend that the mortgages
are  invalid  and that  Washington  is not  liable  for  them or the  underlying
indebtedness. In an order dated September 7, 2004, the Court granted the Freedom
L.P.s'  motion  to  intervene  and to  file  a  late  answer  on  behalf  of the
Partnership.

On or about September 21, 2004, the Freedom LPs, on behalf of themselves and the
Partnership,  served an  answer,  counterclaims  and  crossclaims  in  defending
against the action. The answer denied the material  allegations of the complaint
and asserted certain affirmative defenses,  counterclaims and crossclaims. Among
other  things,  the Freedom LPs, on behalf of  themselves  and the  Partnership,
added  The  Levites  Organization,  one of the two  co-holders  of the  $225,000



                                      117
<PAGE>



                          FREEDOM TAX CREDIT PLUS L.P.
                          AND CONSOLIDATED PARTNERSHIPS
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          MARCH 31, 2005, 2004 and 2003



mortgage for which the  plaintiffs'  complaint did not seek  foreclosure,  as an
additional  counterclaim  defendant,  and the  Freedom  LPs assert that both the
$100,000 and $225,000  mortgages are invalid and void ab initio. The parties are
currently engaged in taking discovery.

The Freedom LPs intend to defend the action and  prosecute  their  counterclaims
and crossclaims  vigorously.  The final outcome of this case, however, cannot be
determined  at this time.  If the Court were to reject the Freedom LPs  defenses
and  counterclaims,  then it is possible  that the  Apartment  Complex  might be
foreclosed upon and the Partnership might lose its title to and interests in the
Apartment Complex.

In  addition,  due to BUFNY's  breach of  fiduciary  duties and  breaches of the
Partnership  Agreement,  the Special Limited Partner  exercised its rights under
the Partnership Agreement to remove BUFNY as Washington's general partner and to
substitute  itself as the new replacement  general partner,  effective April 26,
2004.

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.



                                      118
<PAGE>



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

None

Item 9A.  Controls and Procedures

(a)  EVALUATION  OF  DISCLOSURE  CONTROLS AND  PROCEDURES.  The Chief  Executive
Officer and Chief Financial Officer of Freedom  Associates L.P. and Freedom G.P.
Inc., the general partners of the Partnership,  have evaluated the effectiveness
of the Partnership's disclosure controls and procedures (as such term is defined
in Rules 13a-15(e) and 15d-15(e)  under the Securities  Exchange Act of 1934, as
amended  ("Exchange Act") as of the end of the period covered by this report. In
designing and evaluating our disclosure controls and procedures,  our management
recognized  that any controls and  procedures,  no matter how well  designed and
operated,  can provide only reasonable  assurance of achieving their objectives,
and  our  management   necessarily   applied  its  judgment  in  evaluating  the
cost-benefit  relationship of possible  controls and  procedures.  Based on this
evaluation,  the Chief Executive  Officer and Chief Financial Officer of Freedom
Associates L.P. and Freedom G.P. Inc., the general  partners of the Partnership,
concluded that, as of the period covered by this report, our disclosure controls
and procedures were (1) designed to ensure that material information relating to
us,  including  our  consolidated  subsidiaries,  is  made  known  to the  Chief
Executive  Officer and Chief  Financial  Officer of Freedom  Associates L.P. and
Freedom G.P.  Inc.,  the general  partners of the  Partnership  by others within
those  entities,  particularly  during the period in which this report was being
prepared and (2)  effective,  in that they  provide  reasonable  assurance  that
information  required  to be  disclosed  by us in the  reports we file or submit
under  the  Securities  Exchange  Act is  recorded,  processed,  summarized  and
reported within the time periods specified in the SEC's rules and forms.

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



                                      119
<PAGE>



                                    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.  The Partnership has not adopted a separate
code of ethics because the Partnership  has no directors or executive  officers.
However,  the parent  company of Related  Capital  Company,  which  controls the
General Partners, has adopted a code of ethics. See http://www.chartermac.com.

On November 17, 2003, CharterMac acquired Related Capital Company ("RCC"), which
is the indirect  parent of RCC Manager LLC, the sole  shareholder of the general
partner of the Related  General  Partner.  RCC Manager LLC is also the  Managing
Member of the Freedom General Partner.  Pursuant to the acquisition,  CharterMac
acquired controlling interests in the General Partners.  Alan P. Hirmes replaced
Stephen M. Ross as  Director of the Related  General  Partner and also  replaced
Michael Brenner as Director of the Freedom General Partner, each effective April
1, 2004 as a result of this  acquisition.  This  acquisition  did not affect the
Partnership  or its  day-to-day  operations,  as  the  majority  of the  General
Partners' management team remained unchanged.

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

The Related General Partner
---------------------------

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

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

Alan P. Hirmes                              Director and President

Stuart J. Boesky                            Senior Vice President

Marc D. Schnitzer                           Vice President

Denise L. Kiley (1)                         Vice President

Glenn F. Hopps                              Treasurer

Teresa Wicelinski                           Secretary

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

ALAN P.  HIRMES,  50, is the  Director  and  President  of the  Related  General
Partner.  Mr.  Hirmes has been a certified  public  accountant in New York since
1978.  Prior to joining RCC in October 1983, Mr. Hirmes was employed by Weiner &
Co., certified public accountants.
 Mr. Hirmes is also the Managing Director of Related.  Mr. Hirmes graduated from
Hofstra University with a Bachelor of Arts degree. Mr. Hirmes also serves on the
Board of  Trustees  of  CharterMac  and  American  Mortgage  Acceptance  Company
("AMAC").

STUART J. BOESKY,  49,  practiced  real estate and tax law in New York City with
the law firm of Shipley & Rothstein from 1984 until February 1986 when he joined
RCC.  From 1983 to 1984,  Mr.  Boesky  practiced law with the Boston law firm of
Kaye,  Fialkow,  Richard & Rothstein  (which  subsequently  merged with Strook &
Strook & Lavan)  and from  1978 to 1980 was a  consultant  specializing  in real
estate at the accounting firm of Laventhol & Horwath.  Mr. Boesky graduated from
Michigan  State  University  with a Bachelor of Arts degree and from Wayne State
School of Law with a Juris  Doctor  degree.  He then  received  a Master of Laws
degree in Taxation from Boston  University School of Law. Mr. Boesky also serves
on the Board of Trustees of CharterMac and AMAC.

MARC D. SCHNITZER,  44, 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  RCC in  January  1988.  From  1983 to  January  1986,  he was a
financial  analyst for the First Boston  Corporation in New York. Mr.  Schnitzer
graduated summa cum laude with a Bachelor of Science in Business  Administration
from the School of Management at Boston  University in May 1983.  Mr.  Schnitzer
also serves on the Board of Trustees of CharterMac.

DENISE L. KILEY,  45, is responsible  for overseeing the due diligence and asset
management   of   all   multifamily    residential    properties   invested   in
Related-sponsored  corporate, public and private equity and debt funds. Prior to
joining RCC in 1990,  Ms. Kiley had  experience  acquiring,  financing and asset
managing multifamily residential  properties.  From 1981 through 1985 she was an
auditor  with  PricewaterhouseCoopers.  Ms. Kiley holds a Bachelor of Science in
Accounting from Boston  College.  Ms. Kiley also serves on the Board of Trustees
of CharterMac. As noted above, Ms. Kiley is retiring from CharterMac.

GLENN F. HOPPS,  42,  joined RCC in December,  1990,  and prior to that date was
employed  by Marks  Shron &  Company  and  Weissbarth,  Altman  and  Michaelson,
certified public accountants. Mr. Hopps graduated from New York State University
at Albany with a Bachelor of Science Degree in Accounting.

TERESA  WICELINSKI,  39,  joined  RCC in June  1992,  and prior to that date was
employed by Friedman LLP formerly Friedman, Alpren & Green LLP, certified public
accountants.  Ms.  Wicelinski  graduated from Pace University with a Bachelor of
Arts Degree in Accounting.



                                      120
<PAGE>



The Freedom General Partner
---------------------------

The officers and directors of the Freedom General Partner are as follows:

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

Alan P. Hirmes                              Director and President

Stuart J. Boesky                            Executive Vice President

Marc D. Schnitzer                           Vice President

Denise L. Kiley (1)                         Vice President

Glenn F. Hopps                              Treasurer

Teresa Wicelinski                           Secretary

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.  The maximum annual partnership
management fee paid to the General Partner is 0.5% of invested assets.  See Note
7 to the Financial  Statements in Item 8 above, which is incorporated  herein by
reference.

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

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

<TABLE>
<CAPTION>

                                Name and address of        Amount and Nature of
     Title of Class            Beneficial Ownership        Beneficial Ownership       Percentage of Class
--------------------------    -------------------------    ----------------------    -----------------------
<S>                           <C>                          <C>                                 <C>
General Partnership           Related Freedom              $1,000 capital                      50%
Interest in the Partnership   Associates L.P.              contribution -
                              625 Madison Avenue           directly owned
                              New York, NY 10022

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

</TABLE>

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,  has  either  a .01%  or 1%  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.

<TABLE>
<CAPTION>

                                                                          Amount and Nature of        Percentage
                     Name of Beneficial Owner (1)                         Beneficial Ownership         of Class
-----------------------------------------------------------------------  ------------------------  -----------------
<S>                                                                         <C>                         <C>
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%
Marc D. Schnitzer                                                                  -                       -
Denise L. Kiley                                                                    -                       -
Glenn F. Hopps                                                                     -                       -
 All directors and executive officers of RFAI and The Freedom General
  Partner as a group (seven persons)                                        8,375.66(2) (3) (4)         11.5%

</TABLE>

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



                                      121
<PAGE>



(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.

(3) As of May 17, 2005,  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.

Item 14. Principal Accountant Fees and Services

Audit Fees
----------
The   aggregate   fees  by  Friedman   LLP  and  their   respective   affiliates
(collectively,  "Friedman") for professional  services rendered for the audit of
our annual financial  statements for the years ended March 31, 2005 and 2004 and
for  the  reviews  of the  financial  statements  included  in the  Registrant's
Quarterly  Reports  on Form 10-Q for  those  years  were  $59,500  and  $52,000,
respectively.

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

Tax Fees
--------
The  aggregate  fees by  Weiser  LLP  (formerly,  Rubin  and Katz LLP) and their
respective  affiliates   (collectively,   "Weiser")  for  professional  services
rendered  for the  preparation  of our annual tax  returns  for the years  ended
December 31, 2004 and 2003 were $8,700 and $8,300, respectively.

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

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



                                      122
<PAGE>



                                     PART IV

<TABLE>
<CAPTION>

Item 15.  Exhibits and Financial Statement Schedules
                                                                                       Sequential
                                                                                          Page
                                                                                       ----------
<S>       <C>                                                                             <C>
(a) 1.    Financial Statements
          --------------------

          Report of Independent Registered Public Accounting Firm                          14

          Consolidated Balance Sheets as of March 31, 2005 and 2004                       107

          Consolidated  Statements of  Operations  for the years ended March 31,
          2005, 2004 and 2003                                                             108

          Consolidated  Statements of Changes in Partners' Capital (Deficit) for
          the years ended March 31, 2005, 2004 and 2003                                   109

          Consolidated  Statements  of Cash Flows for the years  ended March 31,
          2005, 2004 and 2003                                                             110

          Notes to Consolidated Financial Statements                                      111

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

          Report of Independent Registered Public Accounting Firm                         129

          Schedule I - Condensed Financial Information of Registrant                      130

          Schedule III - Real Estate and Accumulated Depreciation                         133

          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                                                  124

(31.1)    Certification Pursuant to Rule 13a-14(a) or Rule 15d-14(a)                      127

(32.1)    Certification  Pursuant  to  Rule  13a-14(b)  or  Rule  15d-14(b)  and
          Section  1350 of Title 18 of the  United  States  Coded (18 U.S.C.
          1350)                                                                           128

</TABLE>

                                      123
<PAGE>



Item 15.    Exhibits and Financial Statement Schedules (continued)

<TABLE>
<CAPTION>
                                                                           Jurisdiction
                                                                                of
                                                                           Organization
                                                                           ------------

(c) Subsidiaries of the Registrant (Exhibit 21)
            <S>                                                                 <C>
            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                                                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                                              MS
            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

</TABLE>



                                      124
<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.,
                                                general partner

Date: June 13, 2005

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



                                           By:  FREEDOM GP INC.
                                                a general partner

Date: June 13, 2005

                                                By: /s/ Alan P. Hirmes
                                                    ------------------
                                                    Alan P. Hirmes
                                                    Director and 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:

<TABLE>
<CAPTION>

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

<S>                            <C>                                                         <C>
/s/ Alan P. Hirmes             Director and President (Principal Executive and
------------------             Financial Officer) of Related Freedom Associates,
Alan P. Hirmes                 Inc. and Freedom GP Inc.                                    June 13, 2005
                                                                                           -------------


/s/ Glenn F. Hopps             Treasurer (Principal Accounting Officer) of Related
------------------
Glenn F. Hopps                 Freedom Associates, Inc.                                    June 13, 2005
                                                                                           -------------

</TABLE>



<PAGE>



                                                                    Exhibit 31.1



                         CERTIFICATION PURSUANT TO RULE
                           13A-14(A) OR RULE 15D-14(A)


     I, Alan P. Hirmes,  Principal  Executive  Officer and  Principal  Financial
     Officer  of Related  Freedom  Associates  L.P.  and  Freedom  GP Inc.  (the
     "General  Partners"),  each of which is a general  partner of  Freedom  Tax
     Credit Plus L.P. (the "Partnership"), hereby certify that:

     1.  I have  reviewed  this annual  report on Form 10-K for the period ended
         March 31, 2005 of the Partnership;

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

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

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

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

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

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

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

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

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

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



         Date:  June 13, 2005

                                            By:  /s/ Alan P. Hirmes
                                                 ------------------
                                                 Alan P. Hirmes
                                                 Principal Executive Officer and
                                                 Principal Financial Officer



<PAGE>



                                                                    Exhibit 32.1



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


In  connection  with the Annual  Report of Freedom  Tax  Credit  Plus L.P.  (the
"Partnership")  on Form 10-K for the period  ending March 31, 2005 as filed with
the  Securities  and  Exchange  Commission  ("SEC")  on  the  date  hereof  (the
"Report"),  I,  Alan  P.  Hirmes,  Principal  Executive  Officer  and  Principal
Financial  Officer of Related Freedom  Associates L.P. and Freedom GP Inc., each
of which is the  general  partner of the  Partnership,  certify,  pursuant to 18
U.S.C.  Section 1350, as adopted  pursuant to Section 906 of the  Sarbanes-Oxley
Act of 2002, that:


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


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

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



By: /s/ Alan P. Hirmes
    ------------------
    Alan P. Hirmes
    Principal Executive Officer and
    Principal Financial Officer
    June 13, 2005



<PAGE>



             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
             -------------------------------------------------------
                        ON FINANCIAL STATEMENT SCHEDULES
                        --------------------------------



TO THE PARTNERS OF
FREEDOM TAX CREDIT PLUS L.P. AND SUBSIDIARIES


In connection with our audit of the consolidated financial statements of FREEDOM
TAX CREDIT PLUS L.P. AND SUBSIDIARIES  included in the Form 10-K as presented in
our opinion dated June 10, 2005,  which is based in part on the reports of other
auditors,  we have also audited  supporting  Schedule I as of March 31, 2005 and
2004 and for the years  ended March 31, 2005 and 2004,  and  Schedule  III as of
March 31, 2005 and 2004 and for the years ended March 31, 2005 and 2004.  In our
opinion,  based on our  audits  and the  reports  of the other  auditors,  these
schedules  present fairly,  when read in conjunction with the related  financial
statements, the financial data required to be set forth therein.






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



                                      129
<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)



                            CONDENSED BALANCE SHEETS





                                     ASSETS

<TABLE>
<CAPTION>

                                                                          March 31,
                                                                 --------------------------
                                                                     2005           2004
                                                                 -----------    -----------
<S>                                                              <C>            <C>
Cash and cash equivalents                                        $    81,271    $    18,980
Investment in subsidiary partnerships,  carried
 on an equity basis                                                6,255,312      9,557,394
                                                                 -----------    -----------

Total assets                                                     $ 6,336,583    $ 9,576,374
                                                                 ===========    ===========


                   LIABILITIES AND PARTNER'S (DEFICIT) CAPITAL


Due to general partner and affiliates                            $ 8,400,538    $ 7,430,649
Accounts payable and other liabilities                                54,874         44,916
                                                                 -----------    -----------

Total liabilities                                                  8,455,412      7,475,565
                                                                 -----------    -----------

Partners' (deficit) capital                                       (2,118,829)     2,100,809
                                                                 -----------    -----------

Total liabilities and partners' (deficit) capital                $ 6,336,583    $ 9,576,374
                                                                 ===========    ===========

</TABLE>



                                      130
<PAGE>



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



                       CONDENSED STATEMENTS OF OPERATIONS



<TABLE>
<CAPTION>
                                                         Year Ended March 31,
                                              -----------------------------------------
                                                  2005           2004           2003
                                              -----------    -----------    -----------
<S>                                           <C>            <C>            <C>
Income

Other income                                  $    10,404    $    35,374    $       237
                                              -----------    -----------    -----------


Expenses


Equity in losses of subsidiary partnerships     3,163,835      2,813,143      2,808,962
General and administrative                        115,972         69,472         60,045
General and administrative-related parties        950,235        907,723        884,977
                                              -----------    -----------    -----------

Total Expenses                                  4,230,042      3,790,338      3,753,984
                                              -----------    -----------    -----------

Net loss                                      $(4,219,638)   $(3,754,964)   $(3,753,747)
                                              ===========    ===========    ===========

</TABLE>



                                      131
<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,
                                                       -----------------------------------------
                                                          2005           2004            2003
                                                       -----------    -----------    -----------
<S>                                                    <C>            <C>            <C>
Net loss                                               $(4,219,638)   $(3,751,426)   $(3,753,747)
                                                       -----------    -----------    -----------

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

  Equity in losses of subsidiary partnerships            3,163,835      2,809,605      2,808,962

  Increase (decrease) in liabilities:

  Due to general partner and affiliates                    969,889        900,629        920,768
  Accounts payable and other liabilities                     9,958           (391)        (6,792)
                                                       -----------    -----------    -----------

  Total adjustments                                      4,143,682      3,709,843      3,722,938
                                                       -----------    -----------    -----------

Net cash used in operating activities                      (75,956)       (41,583)       (30,809)
                                                       -----------    -----------    -----------

Cash flows from investing activities:

Distributions from subsidiaries                            138,247         15,544         54,651
                                                       -----------    -----------    -----------

Net increase (decrease) in cash and cash equivalents        62,291        (26,039)        23,842

Cash and cash equivalents, beginning of year                18,980         45,019         21,177
                                                       -----------    -----------    -----------

Cash and cash equivalents, end of year                 $    81,271    $    18,980    $    45,019
                                                       ===========    ===========    ===========

</TABLE>



                                      132
<PAGE>




                          FREEDOM TAX CREDIT PLUS L.P.
                          AND CONSOLIDATED PARTNERSHIPS
                                  SCHEDULE III
                    REAL ESTATE AND ACCUMULATED DEPRECIATION
                                 MARCH 31, 2005

<TABLE>
<CAPTION>

                                             Initial Cost to Partnership
                                             ----------------------------
                                                                                  Cost         Purchase Price
                                                                               Capitalized     Adjustments (B)
                                                             Buildings and    Subsequent to     Buildings and
     Description           Encumbrances         Land         Improvements      Acquisition      Improvements
----------------------     ------------      -----------     ------------      -----------      ------------
<S>                         <C>              <C>              <C>              <C>               <C>
Parkside Townhouses
  York, PA                  $ 1,511,773      $   263,231      $ 4,439,564      $    65,514       $         0
Twin Trees
  Layton, UT                  1,073,496          112,401        2,668,179          227,274           (47,642)
Bennion (Mulberry)
  Taylorsville, UT            2,044,227          258,000        4,934,447          793,162           (22,842)
Hunters Chase
  Madison, AL                 2,353,689          411,100        5,616,330       (1,394,431)         (713,028)
Bethel Park
  Bethel, OH                  1,802,305          141,320        5,365,882          459,563          (846,229)
Zebulon Park
  Owensville, OH              1,515,413          165,000        4,187,880          410,159          (542,936)
Tivoli Place
  Murphreesboro, TN           1,444,448          267,500        4,146,759          384,934          (207,625)
Northwood
  Jacksonville, FL            2,608,748          494,900        6,630,321          558,052          (294,886)
Oxford Trace
  Aiken, SC                     674,628          162,000        1,725,512         (587,197)         (161,049)
Wilshire
  Huntsville, AL              1,613,857          178,497        4,014,281         (808,916)         (432,405)
Ivanhoe
  Salt Lake City, UT            364,138           41,000        1,136,915           33,554                 0
Washington Avenue
  Brooklyn, NY                        0           42,485        2,843,351           73,904                 0
C.H. Development
 (Manhattan B)
  New York, NY                1,339,669                3        3,294,688           46,902                 0
Davidson Court
  Staten Island, NY                   0           96,892          773,052           37,064                 0
Magnolia Mews
  Philadelphia, PA            1,566,060          200,000          668,007        2,407,680                 0
Oaks Village
  Whiteville, NC              1,445,838           63,548        1,799,849          194,262                 0
Greenfield Village
  Dunn, NC                    1,453,670           78,296        1,806,126          159,208                 0
Morris Avenue (CLM
 Equities)
  Bronx, NY                   2,171,329                2        4,767,049          424,304                 0
Victoria Manor
  Riverside, CA               2,127,795          615,000        5,340,962         (153,198)                0
Ogontz Hallz
  Philadelphia, PA            2,184,553                0          328,846        3,438,280                 0
Eagle Ridge
  Stoughton, WI               1,515,287          321,594        2,627,385          181,348                 0
Nelson Anderson
  Bronx, NY                   3,257,989                2        6,524,096          236,374                 0
Conifer Irondequoit
 (Abraham Lincoln)
  Irondequoit, NY             2,716,898           20,000        5,407,108           96,415                 0
Wilson Street Apts
 (Middletown)
  Middletown, PA              1,673,496           38,449                0        3,461,004                 0
Lauderdale Lakes
  Lauderdale Lakes, FL        4,729,322          873,973        3,976,744        5,817,148                 0
Flipper Temple
  Atlanta, GA                 2,485,980           70,519        4,907,110          699,720                 0
220 Cooper Street
  Camden, NJ                    931,275           41,000                0        3,678,841                 0
Vendome
  Brooklyn, NY                2,574,994           12,000        4,867,584          220,536                 0
Pecan Creek
  Tulsa, OK                     996,583           50,000        1,484,923          232,054                 0


<CAPTION>

                            Gross Amount at which Carried at Close of Period
                            ------------------------------------------------


                                              Buildings and
     Description           E     Land         Improvements       Total (A)
----------------------     -  -----------     ------------      -----------
<S>                           <C>              <C>              <C>
Parkside Townhouses
  York, PA                    $   265,796      $ 4,502,513      $ 4,768,309
Twin Trees
  Layton, UT                      115,125        2,845,087        2,960,212
Bennion (Mulberry)
  Taylorsville, UT                260,565        5,702,202        5,962,767
Hunters Chase
  Madison, AL                     413,665        3,506,306        3,919,971
Bethel Park
  Bethel, OH                      143,885        4,976,651        5,120,536
Zebulon Park
  Owensville, OH                  167,565        4,052,538        4,220,103
Tivoli Place
  Murphreesboro, TN               270,065        4,321,503        4,591,568
Northwood
  Jacksonville, FL                497,465        6,890,922        7,388,387
Oxford Trace
  Aiken, SC                       164,564          974,702        1,139,266
Wilshire
  Huntsville, AL                  181,060        2,770,397        2,951,457
Ivanhoe
  Salt Lake City, UT               42,677        1,168,792        1,211,469
Washington Avenue
  Brooklyn, NY                     44,162        2,915,578        2,959,740
C.H. Development
 (Manhattan B)
  New York, NY                      1,680        3,339,913        3,341,593
Davidson Court
  Staten Island, NY                98,569          808,439          907,008
Magnolia Mews
  Philadelphia, PA                201,677        3,074,010        3,275,687
Oaks Village
  Whiteville, NC                   65,225        1,992,434        2,057,659
Greenfield Village
  Dunn, NC                         79,973        1,963,657        2,043,630
Morris Avenue (CLM
 Equities)
  Bronx, NY                         1,679        5,189,676        5,191,355
Victoria Manor
  Riverside, CA                   616,677        5,186,087        5,802,764
Ogontz Hallz
  Philadelphia, PA                  1,677        3,765,449        3,767,126
Eagle Ridge
  Stoughton, WI                   323,271        2,807,056        3,130,327
Nelson Anderson
  Bronx, NY                         1,679        6,758,793        6,760,472
Conifer Irondequoit
 (Abraham Lincoln)
  Irondequoit, NY                  21,677        5,501,846        5,523,523
Wilson Street Apts
 (Middletown)
  Middletown, PA                   40,126        3,459,327        3,499,453
Lauderdale Lakes
  Lauderdale Lakes, FL            875,668        9,792,197       10,667,865
Flipper Temple
  Atlanta, GA                      72,196        5,605,153        5,677,349
220 Cooper Street
  Camden, NJ                       42,677        3,677,164        3,719,841
Vendome
  Brooklyn, NY                     13,677        5,086,443        5,100,120
Pecan Creek
  Tulsa, OK                        50,161        1,716,816        1,766,977



<CAPTION>


                                                                       Life on which
                                                                     Depreciation in
                                            Year of                  Latest Income
                            Accumulated   Construction/    Date      Statements are
     Description           EDepreciation   Renovation    Acquired    Computed (C)(D)
----------------------     -------------   ----------   ----------   ---------------
<S>                          <C>              <C>             <C>         <C>
Parkside Townhouses
  York, PA                   $ 2,321,286      1989      Sept. 1990        27.5
Twin Trees
  Layton, UT                   1,562,914      1989       Oct. 1990        27.5
Bennion (Mulberry)
  Taylorsville, UT             3,195,776      1989       Oct. 1990        27.5
Hunters Chase
  Madison, AL                  2,536,093      1989       Oct. 1990        27.5
Bethel Park
  Bethel, OH                   2,903,087      1989       Oct. 1990        27.5
Zebulon Park
  Owensville, OH               2,310,019      1989       Oct. 1990        27.5
Tivoli Place
  Murphreesboro, TN            2,436,199      1989       Oct. 1990        27.5
Northwood
  Jacksonville, FL             3,857,231      1989       Oct. 1990        27.5
Oxford Trace
  Aiken, SC                      822,529      1989       Oct. 1990        27.5
Wilshire
  Huntsville, AL               1,777,281      1989       Oct. 1990        27.5
Ivanhoe
  Salt Lake City, UT             558,468      1991       Jan. 1991        27.5
Washington Avenue
  Brooklyn, NY                 1,326,365      1991       Jan. 1991        27.5
C.H. Development
 (Manhattan B)
  New York, NY                 1,899,111      1991       Jan. 1991        27.5
Davidson Court
  Staten Island, NY              338,384      1991       Mar. 1991        27.5
Magnolia Mews
  Philadelphia, PA             1,429,044      1991       Mar. 1991        27.5
Oaks Village
  Whiteville, NC               1,022,569      1991       Mar. 1991        27.5
Greenfield Village
  Dunn, NC                     1,000,441      1991       Mar. 1991        27.5
Morris Avenue (CLM
 Equities)
  Bronx, NY                    2,476,826      1991       Apr. 1991        27.5
Victoria Manor
  Riverside, CA                2,535,743      1991       Apr. 1991        27.5
Ogontz Hallz
  Philadelphia, PA             1,763,236      1990       Apr. 1991        27.5
Eagle Ridge
  Stoughton, WI                1,726,130      1991       May 1991         27.5
Nelson Anderson
  Bronx, NY                    3,177,743      1991       June 1991        27.5
Conifer Irondequoit
 (Abraham Lincoln)
  Irondequoit, NY              2,724,208      1991      Sept. 1991        27.5
Wilson Street Apts
 (Middletown)
  Middletown, PA               1,457,843      1991      Sept. 1991        27.5
Lauderdale Lakes
  Lauderdale Lakes, FL         3,355,927      1991       Oct. 1991        40
Flipper Temple
  Atlanta, GA                  2,297,704      1991       Oct. 1991        27.5
220 Cooper Street
  Camden, NJ                   1,756,429      1991       Dec. 1991        27.5
Vendome
  Brooklyn, NY                 3,192,913      1991       Dec. 1991        20
Pecan Creek
  Tulsa, OK                      689,233      1991       Dec. 1991        27.5


</TABLE>



                                      133
<PAGE>



                          FREEDOM TAX CREDIT PLUS L.P.
                          AND CONSOLIDATED PARTNERSHIPS
                                  SCHEDULE III
                    REAL ESTATE AND ACCUMULATED DEPRECIATION
                                 MARCH 31, 2005
                                  (continued)

<TABLE>
<CAPTION>

                                             Initial Cost to Partnership
                                             ----------------------------
                                                                                  Cost         Purchase Price
                                                                               Capitalized     Adjustments (B)
                                                             Buildings and    Subsequent to     Buildings and
     Description           Encumbrances         Land         Improvements      Acquisition      Improvements
----------------------     ------------      -----------     ------------      -----------      ------------
<S>                         <C>              <C>              <C>              <C>               <C>
New Augusta Ltd.
 (Rainer Villas)
  New Augusta, AL               703,253           15,000          939,681          111,779                 0
Pine Shadow Apts
  Waveland, MS                1,615,483           74,550        2,117,989          188,732                 0
Windsor Place Apts
  Wedowee, AL                   752,818           40,000          904,888           54,075                 0
Brookwood Apts
  Foley, AL                   1,245,754           68,675        1,517,190           83,523                 0
Heflin Hills Apts
  Heflin, AL                    730,578           50,000          841,300           45,804                 0
Shadowood Apts
  Stevenson, AL                 733,073           27,000          898,800           20,786                 0
Brittany Apartments
  DeKalb, MS                    677,739           20,000          843,592           44,994                 0
Hidden Valley Apts
  Brewton, AL                 1,206,699           68,000        1,637,840           99,559                 0
Westbrook Square L.P.
  Carthage, MS                1,010,019           40,000        1,254,957           62,522                 0
Warsaw Elderly Housing
 Ltd
  Warsaw, KY                  1,119,416           98,819        1,333,606           17,310                 0
West Hill Square Apts
 Ltd
  Gordo, AL                     756,177           60,000          954,020           46,245                 0
Elmwood Assoc
  Picayune, MS                  697,568           81,500          829,183           43,580                 0
Harmony Gate Assoc
  Los Angeles, CA             3,693,310                0        9,757,807           57,491                 0
                            -----------      -----------     ------------      -----------       -----------

                            $65,119,347      $ 5,662,256     $120,113,803      $22,269,914       $(3,268,642)
                            ===========      ===========     ============      ===========       ===========


<CAPTION>

                           Gross Amount at which Carried at Close of Period
                           ------------------------------------------------


                                             Buildings and
     Description                Land         Improvements       Total (A)
----------------------       -----------     ------------      -----------
<S>                          <C>              <C>              <C>
New Augusta Ltd.
 (Rainer Villas)
  New Augusta, AL                 15,161        1,051,299        1,066,460
Pine Shadow Apts
  Waveland, MS                    74,711        2,306,560        2,381,271
Windsor Place Apts
  Wedowee, AL                     40,161          958,802          998,963
Brookwood Apts
  Foley, AL                       68,836        1,600,552        1,669,388
Heflin Hills Apts
  Heflin, AL                      50,161          886,943          937,104
Shadowood Apts
  Stevenson, AL                   27,161          919,425          946,586
Brittany Apartments
  DeKalb, MS                      20,161          888,425          908,586
Hidden Valley Apts
  Brewton, AL                     68,161        1,737,238        1,805,399
Westbrook Square L.P.
  Carthage, MS                    40,161        1,317,318        1,357,479
Warsaw Elderly Housing
 Ltd
  Warsaw, KY                      98,980        1,350,755        1,449,735
West Hill Square Apts
 Ltd
  Gordo, AL                       60,161        1,000,104        1,060,265
Elmwood Assoc
  Picayune, MS                    81,661          872,602          954,263
Harmony Gate Assoc
  Los Angeles, CA                    161        9,815,137        9,815,298
                             -----------     ------------     ------------

                             $ 5,720,520     $139,056,811     $144,777,331
                             ===========     ============     ============


<CAPTION>


                                                                      Life on which
                                                                    Depreciation in
                                           Year of                  Latest Income
                           Accumulated   Construction/    Date      Statements are
     Description           Depreciation   Renovation    Acquired    Computed (C)(D)
----------------------     ------------   ----------   ----------   ---------------
<S>                         <C>              <C>             <C>         <C>
New Augusta Ltd.
 (Rainer Villas)
  New Augusta, AL               377,188      1991       Dec. 1991        27.5
Pine Shadow Apts
  Waveland, MS                1,006,955      1991       Dec. 1991        27.5
Windsor Place Apts
  Wedowee, AL                   356,296      1991       Dec. 1991        27.5
Brookwood Apts
  Foley, AL                     597,434      1991       Dec. 1991        27.5
Heflin Hills Apts
  Heflin, AL                    350,840      1991       Dec. 1991        27.5
Shadowood Apts
  Stevenson, AL                 338,951      1991       Dec. 1991        27.5
Brittany Apartments
  DeKalb, MS                    327,876      1990       Dec. 1991        27.5
Hidden Valley Apts
  Brewton, AL                   645,987      1991       Dec. 1991        27.5
Westbrook Square L.P.
  Carthage, MS                  484,461      1990       Dec. 1991        27.5
Warsaw Elderly Housing
 Ltd
  Warsaw, KY                    471,302      1991       Dec. 1991        27.5
West Hill Square Apts
 Ltd
  Gordo, AL                     361,680      1991       Dec. 1991        27.5
Elmwood Assoc
  Picayune, MS                  305,278      1991       Dec. 1991        27.5
Harmony Gate Assoc
  Los Angeles, CA             4,485,693      1992       Jan.1992         27.5
                            -----------

                            $68,560,673
                            ===========

</TABLE>

(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>
<CAPTION>

                                       Cost of Property and Equipment                        Accumulated Depreciation
                               -----------------------------------------------   -----------------------------------------------
                                                                      Year Ended March 31,
                               -------------------------------------------------------------------------------------------------
                                    2005            2004             2003            2005             2004             2003
                               -------------    -------------    -------------   -------------    -------------    -------------
<S>                            <C>              <C>              <C>             <C>              <C>              <C>
Balance at beginning of year   $ 144,210,167    $ 143,202,053    $ 142,450,720   $  63,733,516    $  58,927,642    $  54,178,153
Additions during year:
Improvements                         749,123        1,017,659          751,333
Dispositions                        (181,959)          (9,545)               0            (706)          (5,513)               0
Depreciation expense                                                                 4,827,863        4,811,387        4,749,489
                               -------------    -------------    -------------   -------------    -------------    -------------

Balance at close of year       $ 144,777,331    $ 144,210,167    $ 143,202,053   $  68,560,673    $  63,733,516    $  58,927,642
                               =============    =============    =============   =============    =============    =============

</TABLE>

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.



                                      134