Back to GetFilings.com

 












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 15, 1999

OR



_____	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934



Commission File Number 0-17015



LIBERTY TAX CREDIT PLUS L.P.

(Exact name of registrant as specified in its charter)

Delaware                  	       13-3446500



(State or other jurisdiction of 	(I.R.S. Employer

incorporation or organization)	Identification No.)



625 Madison Avenue, New York, New York	      10022

    (Address of principal executive offices)	(Zip Code)



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



Securities registered pursuant to Section 12(b) of the Act:



	None



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



	Beneficial Assignment Certificates and Limited Partnership

Interests

	(Title of Class)



	Indicate by check mark whether the registrant (1) has filed

all reports required to be filed by Section 13 or 15(d) of the

Securities Exchange Act of 1934 during the preceding 12 months

(or for such shorter period that the registrant was required to

file such reports), and (2) has been subject to such filing re-

quirements 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 knowl-

edge, in definitive proxy or information statements incorporated

by reference in Part III of this Form 10-K or any amendment to

this Form 10-K.  [X]



DOCUMENTS INCORPORATED BY REFERENCE

	None



Index to exhibits may be found on page 117



Page 1 of 129





PART I



Item 1.  Business.



General



Liberty Tax Credit Plus L.P. (the "Partnership") is a limited

partnership which was formed under the laws of the State of

Delaware on June 26, 1987.  Since November 25, 1997, the general

partners of the Partnership have been Related Credit Properties

L.P., a Delaware limited partnership (the "Related General Part-

ner") and Liberty Associates III L.P., a Delaware limited part-

nership ("Liberty Associates", and together with the Related

General Partner the "General Partners").  The Related General

Partner is also the special limited partner of the Partnership.

The general partner of the Related General Partner is Related

Credit Properties Inc., a Delaware corporation.  The general

partner of Liberty Associates is the Related General Partner.

On November 25, 1997, affiliates of the Related General Partner

and Liberty GP Inc. ("LGP"), then the general partners of the

Partnership, entered into a Purchase Agreement pursuant to which

the Related General Partner purchased LGP's general partner in-

terest in the Partnership (the "Transfer").  In addition to the

Transfer, the Related General Partner also acquired LGP's spe-

cial limited partner interest in the Partnership and its general

partner interest in Liberty Associates.  Prior to the Transfer,

Liberty Associates was an affiliate of Lehman Brothers.



On November 20, 1987, the Partnership commenced a public offer-

ing (the "Offering") of Beneficial Assignment Certificates

("BACs") representing assignments of limited partnership inter-

ests in the Partnership ("Limited Partnership Interests"), pur-

suant to a prospectus dated November 20, 1987, as supplemented

by the supplements thereto dated January 14, 1988 and March 14,

1988 (as so supplemented the, "Prospectus").  As of April 4,

1988 (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 $79,937,500 of gross proceeds of

the Offering from 5,525 investors.



The Partnership was formed to invest, as a limited partner, in

other limited partnerships (referred to herein as "Local Part-

nerships", "subsidiaries" or "subsidiary partnerships") which

own leveraged low and moderate-income multifamily residential

complexes ("Apartment Complexes" or "Properties") that are eli-

gible for the low-income housing tax credit ("Tax Credit") en-

acted in the Tax Reform Act of 1986, and to a lesser extent in

Local Partnerships owning Properties ("Rehabilitation Projects")

that are eligible for the historic rehabilitation tax credit

(together with Housing Tax Credits, "Tax Credits").  The Part-

nership's investment in each Local Partnership represents a 20%

to 98% interest in each of the Local Partnerships.  As of March

15, 1999, the Partnership had acquired interests in 31 Local

Partnerships and does not anticipate making any additional in-

vestments.  See Item 2, Properties, below.



Liberty Associates is the Special Limited Partner in all 31 Lo-

cal Partnerships, as well as a general partner of the Partner-

ship.  Liberty Associates has certain rights and obligations in

its role as Special Limited Partner, which permit this affiliate

of the Partnership to exercise control over the management and

policies of the Local Partnerships.



The investment objectives of the Partnership are to:



1.  Entitle qualified BACs holders to substantial low-income Tax

Credits (and potentially rehabilitation tax credits) over the

period of the Partnership's entitlement to claim Tax Credits

(for each Property, ten years from the date of investment or, if

later, the date the Property is placed in service.)



2.  Participate in any capital appreciation in the value of the

Properties and provide distributions of sale or refinancing pro-

ceeds upon the disposition of the Properties.



3.  Preserve and protect the Partnership's capital.



4.  Provide cash distributions when available from the opera-

tions of Apartment Complexes and Rehabilitation Projects.



5.  Allocate passive losses to individual BACs holders to offset

passive income that they may realize from rental real estate in-

vestments and other passive activities, and allocate passive

losses to corporate BACs holders to offset active business in-

come.



One of the Partnership's objectives is to entitle qualified BACs

holders to Tax Credits over the period of the Partnership's en-

titlement 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 "Tax Credit Period").  Each of the Local Partnerships in

which the Partnership has acquired an interest has been allo-

cated by respective state credit agencies the authority to rec-

ognize Tax Credits during the Tax 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 commencing at the

beginning of the Credit Period.  Once a Local Partnership has

become eligible to recognize Tax Credits or historic rehabilita-

tion tax credits, it may lose such eligibility and suffer an

event of "recapture" if its Property fails to remain in compli-

ance with the Tax Credit requirements.  None of the Local Part-

nerships in which the Partnership has acquired an interest has

suffered an event of recapture.



As of March 15, 1999, the Partnership has not met its investment

objective of providing cash distributions from the operations of

the Properties.  Cash distributions received from the Local

Partnerships have been relatively immaterial.  The Partnership

does not anticipate providing cash distributions to BACs holders

in circumstances other than refinancings or sales.  Accordingly,

at this time there can be no assurance that the Partnership will

achieve each of its investment objectives.



The Partnership is subject to the risks incident to potential

losses arising from the management and ownership of improved

real estate.  The Partnership can also be affected by poor eco-

nomic conditions generally.  However no more than 20% of the

Properties are located in any single state.  There are also sub-

stantial risks associated with owning properties receiving gov-

ernment assistance, for example the possibility that Congress

may not appropriate funds to enable HUD to make rental assis-

tance payments.  HUD also restricts annual cash distributions to

partners based on operating results and a percentage of the own-

ers' equity contribution.  The Partnership cannot sell or sub-

stantially 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 as-

sistance contracts expire.



Competition

The real estate business is highly competitive and substantially

all of the Properties acquired by the Partnership 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 be competi-

tive with the Partnership.



Employees

The Partnership does not have any direct employees.  All serv-

ices 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 Part-

ners 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 of Limited Partnership (the "Partnership

Agreement").



Item 2.  Properties.



The Partnership has acquired an interest as a limited partner in

31 Local Partnerships.  Set forth below is a schedule of these

Local Partnerships including certain information concerning the

properties (the "Local Partnership Schedule").  Further informa-

tion concerning those Local Partnerships and their Properties,

including any encumbrances affecting the Properties,  may be

found in Item 14, Schedule III.



Except for the seven Local Partnerships listed below, the fol-

lowing is the allocation of ownership percentage for each of the

Local Partnerships:



General Partner                                     1%

Special Limited Partner                             1%

Limited Partner - Liberty Tax Credit Plus L.P.      98%





     General    Special          Liberty Tax              *Other

     Partner(s) Limited Partners Credit Plus L.P. Limited Partners

                                          

Shiloh Grove              5%      1%      94%          0%

Concourse Artists         1%      1%      79%         19%

Grand Concourse           1%      1%      79%         19%

Robin Housing             1%      1%      79%         19%

Willoughby - Wyckoff      1%      1%      79%         19%

Penn Alto                 1%      1%      19.60%      78.40%

Sartain                   1%      1%      71.54%      26.46%



*Affiliate of the Partnership with same management







Local Partnership Schedule



Name and Location                   % of Units Occupied  at  May 1,

(Number of Units)  Date Acquired    1999    1998    1997    1996    1995

                     	 	                    



B & C Housing

Associates, L.P.    December 1987    91    93    86    89    87

Tulsa, OK (220)



State Street 86

Associates, L.P.    February 1988    97    99    98    98    100

Camden, NJ (200)



Fox Glenn

Investors, L.P.    March 1988        97    94    96    98   97

Seat Pleasant, MD (172)



Shiloh-Grove L.P.

(Mt. Vernon)        February 1988    97    96    93    97    97

Columbus, OH (394)



Silver Blue Lake

Apartments, LTD.    February 1988    92    99    98    98    100

Miami, FL (123)



Lancaster Towers

Associates, LTD.    May 1988    99    100    100    100    100

Lancaster, NY (157)



West Kinney

Associates, L.P.    June 1988    98    99    97    98    98

Newark, NJ (114)



Autumn Park

Associates, L.P.    June 1988    83    88    96    97    93

Wilsonville, OR (144)



Regent Street

Associates, L.P.    June 1988    89    90    100    98    99

Philadelphia, PA (80)



Magnolia Arms

Associates, LTD.    July 1988    94    89    96    97    84

Jacksonville, FL (232)



Greenleaf

Associates, L.P.    July 1988    97    97    95    97    98

Kansas City, Mo (195)



Alameda Towers

Associates, L.P.    July 1988    96    99    99    100    98

San Juan, PR (150)



Dixie Apartment

Associates, LTD.    July 1988    100    100    100    93    100

Miami, FL (29)



Ludlam Gardens

Apartments, LTD.    July 1988    97    100    100    99    99

Miami, FL (90)



Grove Parc

Associates, L.P.

(Woodlawn)          July 1988    98    98    98    99    98

Chicago, IL (504)



2108 Bolton Drive

Associates, L.P.    July 1988    100    96    99    95    100

Atlanta, GA (358)



Apple Creek Housing

Associates, LTD.    June 1988    90    98    98    96    99

Arvado, CO (195)



Redwood Villa

Associates          September 1988    98    96    98    100    96

San Diego, CA (92)



Charles Drew Court

Associates, L.P.    September 1988    100    99    95    89    100

Atlantic City, NJ (38)



Walnut Park Plaza

Associates, L.P.    September 1988    86    87    88    89    92

Philadelphia, PA (227)



Bayridge

Associates, L.P.    December 1988    96    94    93    97    97

Beaverton, OR (246)



United-Pennsylvanian,

L.P.                December 1988    98    100    96    98    100

Erie, PA (112)



2051 Grand Concourse

Associates, L.P.    November 1988    98    94    97    97    98

Bronx, NY (63)



Concourse Artists Housing

Associates, L.P.    November 1988    96    91    96    96    100

Bronx, NY (23)



Willoughby/Wycoff Housing

Associates, L.P.    November 1988    93    91    93    97    88

Bronx, NY (68)



Robin Housing

Associates, L.P.    November 1988    98    95    99    97    92

Bronx, NY (100)



Lund Hill

Associates, L.P.    January 1989    100    100    100    100    100

Superior, WI (150)



Tanglewood

Apartments, L.P.    October 1988    89    78    85    100    100

Joplin, MO (176)



Quality Hill Historic District-

Phase II-A, L.P.    March 1989    100    97    98    94    85

Kansas City, MO (49)



Penn Alto

Associates, L.P.    June 1989      89    87    81    87    81

Altoona, PA (150)



Sartain School

Venture, L.P.       August 1990    91    100    100    89    100

Philadelphia, PA (35)







The general partners of the Local Partnerships in which the

Partnership invests ("Local General Partners") were generally

required, pursuant to a Development Deficit Guaranty Agreement,

to fund deficits incurred during the development stage of the

Local Partnerships and/or to undertake to repurchase the Part-

nership's interest in the Local Partnership if construction was

not completed substantially on time and on budget.  A develop-

ment deficit is incurred when costs to rehabilitate, finance and

pay all other operating expenses of a Local Partnership exceed

the proceeds of the mortgage note, capital contribution and

rental receipts prior to completion of the development of the

Local Partnership.  Development deficit payments were made with-

out right of repayment.



The General Partners generally required that the Local General

Partners undertake an obligation, pursuant to an Operating Defi-

cit Guaranty Agreement, to fund operating deficits (up to a

stated maximum amount) of the Local Partnership during a limited

period of time (generally three years) following the Partner-

ship's investment.  In each case, the operating deficits were

funded by Operating Loans which bore interest and which could be

repaid only out of 50% of available cash flow or out of avail-

able net sale or refinancing proceeds.



Additionally, the Local General Partners were generally required

to enter into a Rent-Up Guaranty Agreement, whereby the Local

General Partner agreed to pay liquidated damages if predeter-

mined occupancy rates were not achieved.  These payments were to

be made without right of repayment.  In most instances, if

rental achievement was not met by a specified date, the Local

General Partner was also required to pay to the Local Partner-

ship, a return of capital, and interest thereon, as stated in

the Local Partnership's partnership agreement.  Security for

these agreements was generally provided in the form of letters

of credit and/or escrow deposits provided by the Local General

Partner.



All development deficit, rent-up and operating deficit guaran-

tees with respect to the Properties have expired.



Tax Credits with respect to a given Property are available for a

ten-year Tax Credit Period that commences when the property is

leased to qualified tenants.  However, the annual Tax Credits

available in the year in which the Apartment Complex is placed

in service must be prorated based upon the months remaining in

the year.  The amount of the annual Tax Credits not available in

the first year will be available in the eleventh year.  In cer-

tain cases, the Partnership acquired its interest in a Local

Partnership after the Local Partnership had placed its Apartment

Complex in service.  In these cases, the Partnership may be al-

located Tax Credits only beginning in the month following the

month in which it acquired its interest and Tax Credits allo-

cated in any prior period would not be available to the Partner-

ship.



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 ap-

plies) comprise less than 5% of the rental revenues of the Local

Partnership.  Maximum rents for the residential units are deter-

mined annually by HUD and reflect increases/decreases in con-

sumer price indices in various geographic areas.  Market condi-

tions, however, determine the amount of rent actually charged.



Management continuously reviews the physical state of the Prop-

erties and budgets improvements when required, which are gener-

ally funded from cash flow from operations or release of re-

placement reserve escrows.



Management continuously reviews the insurance coverage of the

Properties and believes such coverage is adequate.



See Item 1.  Business, above for the general competitive condi-

tions to which the Properties described above are subject.



Real estate taxes are calculated using rates and assessed valua-

tions 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.



Item 3.  Legal Proceedings.



This information is incorporated by reference to the discussions

of Regent Street and Robin Housing in the Results of Operations

of Certain Local Partnerships contained in Item 7.  Management's

Discussion and Analysis of Financial Condition and Results of

Operations.



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



None.



PART II



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

Security Holder Matters.



The Partnership has issued 15,987.5 Limited Partnership Inter-

ests, each representing a $5,000 capital contribution to the

Partnership, for aggregate Gross Proceeds of $79,937,500.  All

of the issued and outstanding Limited Partnership Interests have

been issued to Liberty Credit Assignor Inc. (the "Assignor Lim-

ited Partner"), which has in turn issued BACs to the purchasers

thereof for an aggregate purchase price of $79,937,500.  Each

BAC represents all of the economic and virtually all of the own-

ership 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.



Neither the BACs nor the Limited Partnership Interests are

traded on any established public trading market.  Because of the

provisions of the Revenue Act of 1987, unless there are further

changes in such law, 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 partner-

ships."  Accordingly, the General Partners have imposed limited

restrictions on the transferability of the BACs and the Limited

Partnership Interests in secondary market transactions.  The re-

strictions should prevent a public trading market from develop-

ing and may adversely affect the ability of an investor to liq-

uidate 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 Part-

nership to lessen the scope of the restrictions.



The Partnership has 5,525 registered holders of an aggregate of

15,987.5 BACs, as of June 1, 1999.



All of the Partnership's general partnership interests, repre-

senting an aggregate capital contribution of $2,000, are held by

the two General Partners.



Certain Local Partnerships are subject to HUD restrictions which

limit annual cash distributions to partners and restrict the Lo-

cal Partnerships from selling or otherwise liquidating their as-

sets, without HUD's approval, during the period that the agree-

ment with HUD is in existence.



There are no material legal restrictions in the Partnership

Agreement on the ability to make distributions.



The Partnership has made no distributions to the BAC holders as

of March 15, 1999.  The Partnership does not anticipate provid-

ing cash distributions to its Limited Partners in circumstances

other than refinancing or sales proceeds.



There continues to be a number of requests for the list of BAC

holders of limited partners such as BAC holders of the Partner-

ship.  Often these requests are made by a person who, only a

short time before making the request, acquired merely a small

number of BACs in the Partnership and seeks the list for an im-

proper purpose, a purpose that is not in the best interest of

the Partnership or is harmful to the Partnership.  In order to

best serve and protect the interests of the Partnership and all

of its investors, the General Partners of the Partnership have

adopted a policy with respect to requests for the Partnership's

list of BAC holders.  This policy is intended to protect inves-

tors from unsolicited and coercive offers to acquire BAC hold-

ers' interests and does not limit any other rights the General

Partners may have under the Partnership Agreement or applicable

law.







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 financial statements in Item 8 hereof.



                           For the Year Ended March 15,

OPERATIONS   1999           1998        1997             1996           1995*

                                                         

Revenues    $36,007,881 $35,350,849  $35,324,316  $35,455,255  $34,345,754



Operating

expenses    (44,080,952)(42,873,491) (43,324,501) (42,396,512) (44,104,158)



Loss before

minority interest

and extraordinary

item        (8,073,071) (7,522,642) (8,000,185)   (6,941,257)  (9,758,404)



Minority interest

in loss of

subsidiaries   344,685     347,557      382,054      483,863      367,308



Loss before

extraordinary

item         (7,728,386)(7,175,085)(7,618,131)   (6,457,394)   (9,391,096)



Extraordinary

item        (530,379)           0            0            0     9,335,750



Net loss    $(8,258,765) $(7,175,085) $(7,618,131) $(6,457,394) $(55,346)



Loss before

extra-ordinary

item per

BAC         $ (478.57)    $ (444.31)   $  (471.74)   $ (399.86) $(581.53)



Extraordinary item per

BAC            (32.84)            0             0            0    578.10



Net loss per weighted average

BAC         $ (511.41)    $ (444.31)   $  (471.74)    $ (399.86) $ (3.43)





*Reclassified for comparative purposes





March 15,

FINANCIAL POSITION    1999      1998       1997        1996        1995

                                              





Total

assets      $186,633,608 $193,686,678 $200,797,952 $208,338,218 $216,196,946



Total

liabilities $(187,558,858) $(183,787,909)$(183,727,165) $(182,639,668)$(183,414,534)



Minority

interest    $(3,561,993) $(6,127,247) $(6,124,180)  $(7,133,812)   $(7,760,280)



Total partners'

(deficit)

capital     $(4,487,243)  $3,771,522  $10,946,607   $18,564,738    $25,022,132



During the years ended March 15, 1995 through 1999, total assets

decreased primarily due to depreciation, partially offset by net

additions to property and equipment.





Item 7.  Management's Discussion and Analysis of Financial Con-

dition and Results of Operations.



Liquidity and Capital Resources



The Partnership's primary sources of funds are the cash distri-

butions from operations of the Local Partnerships in which the

Partnership has invested.  These sources are available to meet

obligations of the Partnership.  During the years ended March

15, 1999, 1998 and 1997, such distributions amounted to approxi-

mately $2,141,000, $132,000 and $208,000, respectively.  To

date, the General Partners and their affiliates have advanced

funds totaling approximately $9,000, $119,000 and $118,000 at

March 15, 1999, 1998 and 1997, respectively, to meet the Part-

nership's third party obligations.  In addition, certain fees

and expense reimbursements owed to the General Partners amount-

ing to approximately $4,089,000, $3,553,000 and $2,281,000 were

accrued and unpaid as of March 15, 1999, 1998 and 1997, respec-

tively.  In particular partnership management fees owed to the

General Partners amounting to approximately $4,014,000 and

$3,126,000 were accrued and unpaid as of March 15, 1999 and

March 15, 1998, respectively.  Furthermore expense reimburse-

ments and asset monitoring fees owed to the General Partners

amounting to approximately $75,000 and $404,000 were accrued and

unpaid as of March 15, 1999 and March 15, 1998, respectively.

The General Partners have continued advancing and allowing the

accrual without payment of these amounts but are under no obli-

gation to do so.  The Partnership used a portion of the refi-

nancing proceeds received from the Bayridge Associates, L.P.

mortgage refinancing (see below) to pay down some of the out-

standing amounts owed to the General Partners.  The General

Partners believe the remaining proceeds will be adequate for the

Partnership's current operating needs and plan to invest the re-

serves in short-term investments.



During the year ended March 15, 1999, cash and cash equivalents

of the Partnership increased approximately $972,000.  This in-

crease was primarily due to cash provided by operating activi-

ties ($2,868,000), a net increase in due to Local General Part-

ners and affiliates from financing activities ($626,000) and net

proceeds from mortgage notes ($1,706,000) which exceeded an in-

crease in cash held in escrow for investing activities

($880,000), improvements to property and equipment ($1,014,000),

an increase in deferred costs ($135,000) and a decrease in capi-

talization of consolidated subsidiaries attributable to minority

interest ($2,221,000).  Included in the adjustments to reconcile

the net loss to cash provided by operating activities is depre-

ciation and amortization ($9,693,000).



A working capital reserve of approximately $1,364,000 and

$32,000 remained unused at March 15, 1999 and 1998, respec-

tively.



In April 1998, Bayridge Associates, L.P. ("Bayridge") refinanced

its mortgage note payable of $6,150,000. The new mortgage note

in the amount of $10,600,000 paid off the former mortgage note

and paid a cash flow distribution from refinancing proceeds of

approximately $1,904,000 to the Partnership.  In order to repay

the mortgage loan due to Travelers prior to its maturity date,

Bayridge was obligated to pay a prepayment penalty to Travelers,

in the amount of $510,075.  This amount, along with the remain-

ing unamortized deferred loan costs relating to that loan, was

charged to operations in 1998 and is reflected in the accompany-

ing statements of operations as an extraordinary loss from re-

tirement of debt (see Note 10).  The new mortgage bears interest

at the rate of 6.96% per annum and is payable in monthly in-

stallments of $70,238 which includes principal and interest. Any

remaining principal and interest shall be due and payable May 1,

2008.



The Partnership is not expected to have access to additional

sources of financing.



In September 1997, Congress enacted the Multi-Family Assisted

Housing Reform and Affordability Act of 1997 ("MAHRA") which

provides for the renewal of Section 8 Housing Assistance Pay-

ments Contracts ("Section 8 Contracts") to be based upon market

rentals instead of the above-market rentals which is generally

the case under existing Section 8 Contracts.  As a result, Sec-

tion 8 Contracts that are renewed in the future in projects in-

sured by the Federal Housing Administration ("FHA") may not pro-

vide sufficient cash flow to permit owners of properties to meet

the debt service requirements of these existing FHA-insured

mortgages.  MAHRA also provides for the restructuring of these

mortgage loans so that the annual debt service on the restruc-

tured loan (or loans) can be supported by Section 8 rents estab-

lished at the market rents.  The restructured loans will be held

by the current lender or another lender.  There can be no assur-

ance that a property owner will be permitted to restructure its

mortgage indebtedness pursuant to the new rules implementing

MAHRA or that an owner, or the holder of the mortgage, would

choose to restructure the mortgage if it were able to partici-

pate.  MAHRA went into effect on September 11, 1998 when interim

regulations implementing the program were published.  It should

be noted that there are many uncertainties as to the economic

and tax impact on a property owner because of the combination of

the reduced Section 8 contract rents and the restructuring of

the existing FHA-insured mortgage loan under MAHRA.



On October 21, 1998, President Clinton signed the fiscal year

1999 Departments of Veteran Affairs, Housing and Urban Develop-

ment and Independent Agencies Appropriation Legislation into

law.  The bill provides, among other things, that owners of a

property that was eligible for prepayment had to give notice of

such prepayment to HUD tenants and to the chief executive of the

state or local government for the jurisdiction in which the

housing is located.  The notice must be provided not less than

150 days, but not more than 270 days, before such payment.

Moreover, the owner may not increase the rent charged to tenants

for a period of 60 days following such prepayment.  The bill

also provides for tenant-based vouchers for eligible tenants

(generally below 80% of area median income) at the true compara-

ble market rents for unassisted units in order to protect cur-

rent residents from substantial increases in rent.



For a discussion of contingencies affecting certain Local Part-

nerships, see Results of Operations of Certain Local Partner-

ships below.  Since the maximum loss the Partnership would be

liable for is its net investment in the respective Local Part-

nerships, the resolution of the existing contingencies is not

anticipated to impact future results of operations, liquidity or

financial condition in a material way.  However, the Partner-

ship's loss of its investment in a Local Partnership will elimi-

nate the ability to generate future Tax Credits from such Local

Partnership and may also result in recapture of Tax Credits if

the investment is lost before expiration of the credit period.



Except as described above, management is not aware of any trends

or events, commitments or uncertainties which have not otherwise

been disclosed that will or are likely to impact liquidity in a

material way.  Management believes the only impact would be from

laws that have not yet been adopted.  The portfolio is diversi-

fied by the location of the properties around the United States

so that if one area of the country is experiencing downturns in

the economy, the remaining properties in the portfolio may be

experiencing upswings.  However, the geographic diversification

of the portfolio may not protect against a general downturn in

the national economy.  The Partnership has fully invested the

proceeds of the Offering in 31 Local Partnerships, all of which

fully have their Tax Credits in place.  The Tax Credits are at-

tached to the property for a period of ten years and are trans-

ferable with the property during the remainder of such ten year

period.  If the General Partners determined that a sale of the

Partnership's interest in  a property was warranted, the remain-

ing Tax Credits would transfer to the new owner, thereby adding

significant value to the property on the market, which is not

included in the financial statement carrying amount.



Results of Operations



Property and equipment to be held and used are carried at cost

which includes the purchase price, acquisition fees and ex-

penses, construction period interest and any other costs in-

curred 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 renew-

als and betterments are capitalized.  At the time property and

equipment are retired or otherwise disposed of, the cost and ac-

cumulated depreciation are eliminated from the assets and accu-

mulated 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 undis-

counted basis are below depreciated cost.  At that time property

investments themselves are reduced to estimated fair value (gen-

erally using discounted cash flows) when the property is consid-

ered 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 prop-

erty and equipment-held for sale and are not depreciated.



Through March 15, 1999, the Partnership has not recorded any

loss on impairment of assets or reduction to estimated fair

value.



The following is a summary of the results of operations of the

Partnership for the years ended March 15, 1999, 1998 and 1997

(the 1998, 1997 and 1996 Fiscal Years, respectively).



The Partnership's revenues continue to consist primarily of the

results of the Partnership's investment in consolidated Local

Partnerships.  Twenty one of the Local Partnerships receive HUD

Section 8 subsidies which serve to stabilize the revenues of

these Local Partnerships.  The majority of the Local Partnership

income continues to be in the form of rental income with the

corresponding expenses being divided among operations, deprecia-

tion, and mortgage interest.



The net loss for the 1998, 1997 and 1996 Fiscal Years totaled

$8,258,765 and $7,175,085 and $7,618,131, respectively.  The

1998 Fiscal Year is net of extraordinary loss of $530,379.



The Partnership continues to meet the investment objective of

generating Housing Tax Credits to qualified BACs holders.  To

date all of the Local Partnerships have remained in compliance

with the Tax Credit requirements, and therefore none has suf-

fered an event of recapture of Tax Credits.  The Partnership

generated $7,723,298, $11,058,148 and $11,001,671 in Tax Credits

during the 1998, 1997 and 1996 Fiscal Years, respectively.



1998 vs. 1997

Rental income increased approximately 1% for the 1998 Fiscal

Year as compared to the corresponding period in 1997 primarily

due to annual rental rate increases.



Other income increased approximately $177,000 for the 1998 Fis-

cal Year as compared to the corresponding period in 1997 primar-

ily due to fire insurance proceeds received by one Local Part-

nership as well as an increase in interest income from higher

cash and cash equivalent balances at the Partnership due to a

distribution received from the Bayridge refinancing in April

1998 which was invested in short-term investments.



Total expenses remained fairly consistent for the 1998 Fiscal

Year as compared to the corresponding period in 1997 with an in-

crease of approximately 3%.



An extraordinary loss from retirement of debt was recorded in

the 1998 Fiscal Year (see Note 10).



1997 vs. 1996



Rental income increased approximately 1% for the 1997 Fiscal

Year as compared to the corresponding period in 1996 primarily

due to annual rental rate increases.



Other income decreased approximately $355,000 for the 1997 Fis-

cal Year as compared to the corresponding period in 1996 primar-

ily due to a refund of overpaid property taxes at Bayridge Asso-

ciates in the 1996 Fiscal Year and a HUD reimbursement for va-

cancy losses at Shiloh Grove in the 1996 Fiscal Year.



Total expenses remained fairly consistent for the 1997 Fiscal

Year as compared to the corresponding period in 1996 with a de-

crease of approximately 1%.



Results of Operations of Certain Local Partnerships



Redwood Villa Associates, L.P.

Redwood Villa Associates ("Redwood") has sustained operating

losses since its inception.  For the 1998 Fiscal Year, Redwood

experienced a loss of $234,467, including $219,563 of deprecia-

tion and $4,553 of amortization and at December 31, 1998 had a

working capital deficiency of $595,115 and a deficit in part-

ners' equity of $734,151.  These conditions raise substantial

doubt about Redwood's ability to continue as a going concern.

Redwood's continuation as a going concern is dependent upon its

ability to achieve profitable operations or obtain future capi-

tal contributions from the partners.  Management, whenever pos-

sible, plans to reduce operating costs to achieve profitable op-

erations.  The financial statements for the 1998, 1997 and 1996

Fiscal Years for Redwood have been prepared assuming that Red-

wood will continue as a going concern.  The Partnership's in-

vestment in Redwood at March 15, 1999 and 1998 was reduced to

zero by prior years' losses and the minority interest balance

was approximately $406,000 and $408,000, respectively.  Red-

wood's net loss after minority interest amounted to approxi-

mately $233,000, $226,000 and $203,000 for the 1998, 1997 and

1996 Fiscal Years, respectively.



Walnut Park Plaza Associates

Walnut Park Plaza Associates ("Walnut Park") has sustained re-

curring losses from operations.  At December 31, 1997, Walnut

Park had not made certain payments required under the terms of

the Bond Indenture and, as a result, is in default.  On April 9,

1996, Walnut Park entered into an interim agreement with

E.A.Moos ("Moos"), Walnut Park's bondholders, which expired Oc-

tober 15, 1996 subject to certain defined extension and termina-

tion provisions.  Moos and Walnut Park continued to operate un-

der the terms of the interim agreement until the bonds were sold

on October 31, 1997 to Municipal Capital Appreciation Partners,

ILP ("MCAPI"), at which time the interim agreement expired.  The

interim agreement primarily allowed Moos to select an interim

and permanent replacement property manager, to formulate a pro-

posal to replace the general partner, and to possibly restruc-

ture the indebtedness of the project.  On April 29, 1997, an

agreement was signed which provides for, among other things, the

transfer of the general partner interest to RCC Partners '96 LLC

("RCC"), an affiliate of the General Partners.  Upon transfer of

the general partner interest to RCC, amounts due to the former

general partner and its affiliates totaling $693,340 were for-

given, resulting in a contribution to the subsidiary partners'

capital. Through the rights of the Partnership and/or a General

Partner, which General Partner has a contractual obligation to

act on behalf of the Partnership to approve certain major oper-

ating and financial decisions, the Partnership continues to have

a controlling financial interest in Walnut Park.  Walnut Park's

continued existence is dependent on improving the financial op-

erations of Walnut Park, the ultimate resolution of the default

of certain obligations under the terms of the Bond Indenture, or

the refinancing of the Bond Indenture.  Contingent upon the out-

come of the aforementioned items, Walnut Park may be unable to

continue as a going concern in its present form.  The Partner-

ship's investment in Walnut Park at March 15, 1999 and March 15,

1998 was reduced to zero by prior years' losses and the minority

interest balance amounted to approximately $1,122,000 and

$1,125,000, respectively.  Walnut Park's net loss after minority

interest amounted to approximately $312,000, $511,000 and

$541,000 for the 1998, 1997 and 1996 Fiscal Years, respectively.



Robin Housing Associates

Robin Housing Associates ("Robin Housing") is a defendant in a

personal injury lawsuit.  Robin Housing's insurance carrier in-

tends to defend Robin Housing vigorously.  Management believes

that the insurance coverage is adequate to cover any liability

arising from this action.  Since it is too premature to make an

evaluation of the amount or range of Robin Housing's potential

loss, it is management's opinion that no accrual for potential

losses is currently warranted in the financial statements.  The

maximum loss which the Partnership would be liable for is its

net investment in Robin Housing amounting to approximately

$453,000.  The Partnership's investment in Robin Housing was ap-

proximately $453,000 and $577,000 at March 15, 1999 and 1998,

respectively, and the minority interest balance was approxi-

mately $0 and $68,000, respectively.  Robin Housing's net loss

after minority interest amounted to approximately $115,000,

$91,000 and $115,000 for the 1998, 1997 and 1996 Fiscal Years,

respectively.



Willoughby-Wyckoff Housing Associates

The financial statements for Willoughby-Wyckoff Housing Associ-

ates ("Willoughby") have been prepared on the basis that it will

continue as a going concern, which contemplates continuity of

operations, realization of assets and liquidation of liabilities

in the ordinary course of business.  There are certain condi-

tions that raise substantial doubt about Willoughby's ability to

continue as a going concern.  Willoughby has had operating

losses, operating cash flow deficiencies, and equity deficien-

cies.  Management plans to continue to minimize costs within its

control and seek additional funding  sources to supplement proj-

ect operations.  Continuance of Willoughby as a going concern is

dependent upon Willoughby's ability to obtain additional funding

to supplement project operations and enable Willoughby to meet

its obligations as they become due.  The financial statements do

not include any adjustments that might result from the outcome

of these uncertainties.  The Partnership's investment in Wil-

loughby at March 15, 1999 and 1998 was reduced to zero by prior

years' losses and the minority interest balance was approxi-

mately $274,000 and $276,000 respectively.  Willoughby's net

loss after minority interest amounted to approximately $220,000,

$141,000 and $276,000 for the 1998, 1997 and 1996 Fiscal Years.



Year 2000 Compliance



The Partnership utilizes the computer services of affiliates of

the General Partners.  The affiliates of the General Partners

have upgraded their computer information systems to be year 2000

compliant.  The year 2000 compliance issue concerns the inabil-

ity of a computerized system to accurately record dates after

December 31, 1999.  The affiliates of the General Partners re-

cently underwent a conversion of their financial systems appli-

cations and upgraded all of their non-compliant in-house soft-

ware and hardware inventory.  The work stations that experienced

problems from the testing process were corrected with an upgrade

patch.  The costs incurred by the affiliates of the General

Partners are not being charged to the Partnership.  The most

likely worst case scenario that the General Partners face is

that computer operations will be suspended for a few days to a

week commencing on January 1, 2000.  The Partnership contingency

plan is to have (i) a complete backup done on December 31, 1999

and (ii) both electronic and printed reports generated for all

critical data up to and including December 31, 1999.



In regard to third parties, the General Partner is in the proc-

ess of evaluating the potential adverse impact that could result

from the failure of material service providers to be year 2000

compliant.  A detailed survey and assessment was sent to mate-

rial third parties in the fourth quarter of 1998.  The Partner-

ship has received assurances from a majority of the material

service providers with which it interacts that they have ad-

dressed the year 2000 issues and is evaluating these assurances

for their adequacy and accuracy.  In cases where the Partnership

has not received assurances from third parties, it is initiating

further mail and/or phone correspondence.  The Partnership re-

lies heavily on third parties and is vulnerable to the failures

of third parties to address their year 2000 issues.  There can

be no assurance given that the third parties will adequately ad-

dress their issues.



Other



There continues to be a number of requests for the list of lim-

ited partners such as BAC holders of the Partnership.  Often

these requests are made by a person who, only a short time be-

fore making the request, acquired merely a small number of BACs

in the Partnership and seeks the list for an improper purpose, a

purpose that is not in the best interest of the Partnership or

is harmful to the Partnership.  In order to best serve and pro-

tect the interests of the Partnership and all of its investors,

the General Partners of the Partnership have adopted a policy

with respect to requests for the Partnership's list of BAC hold-

ers.  This policy is intended to protect investors from unsolic-

ited and coercive offers to acquire BAC holders' interests and

does not limit any other rights the General Partners may have

under the Partnership Agreement or applicable law.



Item 7A.  Quantitative and Qualitative Disclosure About Market

Risk.



Not applicable.







Item 8.    Financial Statements and Supplementary Data.

    							    Sequential

         						     Page

(a) 1.    Consolidated Financial Statements



Independent Auditors' Report  			  18



Consolidated Balance Sheets at

March 15, 1999 and 1998    				  95



Consolidated Statements of Operations

for the Years Ended

March 15, 1999, 1998 and 1997    			  96



Consolidated Statements of

Changes in Partners' (Deficit)

Capital for the Years Ended

March 15, 1999, 1998 and

1997    							  97



Consolidated Statements of Cash Flows

for the Years Ended

March 15, 1999, 1998 and 1997    			  98



Notes to Consolidated Financial Statements    	 100







INDEPENDENT AUDITORS' REPORT

To the Partners of

Liberty Tax Credit Plus L.P. and Subsidiaries

(A Delaware Limited Partnership)



We have audited the consolidated balance sheets of Liberty Tax

Credit Plus L.P. (A Delaware Limited Partnership) and Subsidiar-

ies as of March 15, 1999 and 1998, and the related consolidated

statements of operations, changes in partners' (deficit) capi-

tal, and cash flows for the years ended March 15, 1999, 1998 and

1997 (the 1998, 1997 and 1996 Fiscal Years, respectively).

These financial statements are the responsibility of the Part-

nership's management.  Our responsibility is to express an opin-

ion on these financial statements based on our audits.  We did

not audit the financial statements for 30 (Fiscal 1998, 1997 and

1996) subsidiary partnerships whose losses aggregated $6,144,896

(Fiscal 1998), $7,098,332 (Fiscal 1997) and $5,837,225 (Fiscal

1996) and whose assets constituted 93% and 95% of the Partner-

ship's assets at March 15, 1999 and 1998, respectively, pre-

sented in the accompanying consolidated financial statements.

The financial statements for these subsidiary partnerships were

audited by other auditors whose reports thereon have been fur-

nished to us and our opinion expressed herein, insofar as it re-

lates to the amounts included for these subsidiary partnerships,

is based solely upon the reports of the other auditors.



We conducted our audits in accordance with generally accepted

auditing standards.  Those standards require that we plan and

perform the audits to obtain reasonable assurance about whether

the financial statements are free of material misstatement.  An

audit includes examining, on a test basis, evidence supporting

the amounts and disclosures in the financial statements.  An

audit also includes assessing the accounting principles used and

significant estimates made by management, as well as evaluating

the overall financial statement presentation.  We believe that

our audits provide a reasonable basis for our opinion.



In our opinion, based upon our audits, and the reports of the

other auditors referred to above, the accompanying consolidated

financial statements referred to in the first paragraph present

fairly, in all material respects, the financial position of Lib-

erty Tax Credit Plus L.P. and Subsidiaries at March 15, 1999 and

1998 and the results of their operations and their cash flows

for the years ended March 15, 1999, 1998 and 1997, in conformity

with generally accepted accounting principles.



As discussed in Note 11(a), the consolidated financial state-

ments include the financial statements of three subsidiary part-

nerships with significant contingencies and uncertainties re-

garding their continuing operations.  During the 1998 Fiscal

Year, these subsidiary partnerships incurred significant operat-

ing losses and one is in default on its mortgage obligation.

These conditions raise substantial doubt about the subsidiary

partnerships' abilities to continue as going concerns.  The fi-

nancial statements of these three subsidiary partnerships were

prepared assuming that each will continue as a going concern.

The three subsidiary partnerships' losses aggregated $771,697

(Fiscal 1998), $887,146 (Fiscal 1997) and $1,027,546 (Fiscal

1996) and their assets aggregated $16,073,230 and $16,967,227 at

March 15, 1999 and 1998, respectively.  Management's plans re-

garding these matters are also discussed in Note 11(a).  The ac-

companying consolidated financial statements do not include any

adjustments that might result from the outcome of these uncer-

tainties.



TRIEN ROSENBERG ROSENBERG

WEINBERG CIULLO & FAZZARI, LLP

New York, New York

May 25, 1999







LIBERTY TAX CREDIT PLUS L.P.

AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS





ASSETS



                                  March 15,

                           1999                  1998

                                           

Property and equipment,

at cost, less accumulated

depreciation

(Notes 2, 4, 7 and 11)    $167,048,236    $175,421,110

Cash and cash equivalents

(Notes 2, 3 and 11)          3,824,051    2,852,210

Cash held in escrow

(Notes 3 and 5)             10,347,465    10,072,081

Accounts receivable -

tenants                        797,885    602,311

Deferred costs, less

accumulated amortization

(Notes 2 and 6)              3,382,601    3,551,003

Other assets                 1,233,370       1,187,963



Total assets               $186,633,608    $193,686,678





LIABILITIES AND PARTNERS' (DEFICIT) CAPITAL



Liabilities



Mortgage notes payable

(Notes 3 and 7)            $158,224,324    $155,846,595

Accounts payable

and other

liabilities                   8,922,248    8,530,428

Due to local

general partners

and affiliates

(Note 8)                     14,835,837    14,186,745

Due to general partners

and affiliates

(Note 8)                      4,567,075    4,236,430

Due to selling

partners                      1,009,374          987,711



                             187,558,858    183,787,909



Minority interests

(Note 2)                       3,561,993       6,127,247



Commitments and contingencies

(Notes 7, 8 and 11)



Partners' capital (deficit)



Limited partners

15,987.5 BACs

issued and

outstanding)

(Note 1)                      (3,712,526)      4,463,651

General partners                (774,717)       (692,129)



Total partners'

(deficit)

capital                       (4,487,243)       3,771,522



Total liabilities

and partners'

(deficit)

capital                      $186,633,608    $193,686,678



See accompanying notes to consolidated financial statements.









LIBERTY TAX CREDIT PLUS L.P.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS



                                      Year Ended March 15,

                          1999              1998*            1997*

                                                    

Revenues



Rental income             $34,276,146    $33,795,715    $33,414,089

Other

(Notes 7 and 11)            1,731,735      1,555,134      1,910,227



Total Revenues              36,007,881    35,350,849    35,324,316



Expenses



General and

administrative               5,763,911    5,365,940    5,415,260

General and administrative-

related parties              2,746,326    2,573,776    2,677,535

Repairs and maintenance      5,914,903    6,015,119    6,224,008

Operating                    3,931,861    3,857,090    4,001,390

Taxes                        1,716,507    1,670,113    1,618,529

Insurance                    1,288,252    1,411,082    1,424,458

Interest                    13,026,531    12,866,925    13,089,519

Depreciation and

amortization                 9,692,661      9,113,446      8,873,802



                            44,080,952    42,873,491    43,324,501



Loss before minority

interest and

extraordinary

item                        (8,073,071)    (7,522,642)    (8,000,185)



Minority interest

in loss of

subsidiaries                   344,685         347,557         382,054



Loss before

extraordinary

item                        (7,728,386)    (7,175,085)    (7,618,131)



Extraordinary item-

loss from retirement

of debt

(Note 10)                     (530,379)             0              0



Net loss                  $ (8,258,765)    $ (7,175,085)    $ (7,618,131)



Number of BACs

outstanding                    15,987.5       15,987.5       15,987.5



Loss before

extraordinary item-

limited partners              (7,651,102)    (7,103,334)    (7,541,950)

Extraordinary item-

limited partners                (525,075)          0                 0

Net Loss-limited

partners                    $ (8,176,177)    $ (7,103,334)    $ (7,541,950)



Loss before

extraordinary item

per BAC                      $ (478.57)      $   (444.31)     $    (471.74)

Extraordinary item

per BAC                         (32.84)                0                 0

Net loss per BAC             $ (511.41)      $   (444.31)     $    (471.74)



*Reclassified for comparative purposes

See accompanying notes to consolidated financial statements.









LIBERTY TAX CREDIT PLUS L.P.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' (DEFICIT)

CAPITAL





                                          Limited    General

                           Total         Partners    Partners

                                                    

Partners' capital

(deficit)-

March 16, 1996           $18,564,738    $19,108,935    $(544,197)

Net loss, year

ended March 15, 1997     (7,618,131)     (7,541,950)      (76,181)



Partners' capital

(deficit)-

March 15, 1997            10,946,607    11,566,985    (620,378)

Net loss, year ended

March 15, 1998            (7,175,085)     (7,103,334)     (71,751)



Partners' capital

(deficit)-

March 15, 1998              3,771,522    4,463,651    (692,129)

Net loss, year ended

March 15, 1999            (8,258,765)   (8,176,177)      (82,588)



Partners' deficit-

March 15, 1999          $ (4,487,243)    $ (3,712,526)    $(774,717)



See accompanying notes to consolidated financial statements.









LIBERTY TAX CREDIT PLUS L.P.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS



                                    Year Ended March 15,

                           1999             1998             1997

                                                    

Cash flows from

operating activities:

Net loss                $(8,258,765)    $(7,175,085)    $(7,618,131)

Adjustments to reconcile

net loss to net cash

provided by

operating activities:

Extraordinary item-

loss from

retirement of debt            530,379             0               0

Operating expenses

paid from debt

refinancing proceeds           85,672             0               0

Cancellation of

indebtedness

income                           (68,571)    (68,571)    (68,571)

Accrued interest

added to principal

of mortgage

note payable                 144,178        139,676         131,713

Depreciation and

amortization                9,692,661    9,113,446    8,873,802

Loss on sale of

property and equipment           0              0          49,189



(Increase) decrease in assets

Cash held in escrow            604,727    (34,147)    157,260

Accounts receivable -

tenants                      (195,574)    9,711    (84,509)

Other assets                  (45,407)    153,164    203,350



Increase (decrease) in

liabilities

Accounts payable and

other liabilities              392,628    367,540    540,196

Due to General Partners

and affiliates                 330,645    1,249,162    605,714

Minority interest in loss of

subsidiaries                  (344,685)       (347,557)       (382,054)



Total adjustments            11,126,653    10,582,424    10,026,090



Net cash provided by

operating activities          2,867,888      3,407,339      2,407,959



Cash flows from

investing activities:

(Increase) decrease in

cash held in escrow            (880,111)    (778,996)    77,754

Improvements to property

and equipment                 (1,013,948)    (1,209,320)    (1,274,858)



Net cash used in

investing activities          (1,894,059)    (1,988,316)    (1,197,104)



Cash flows from

financing activities:

Increase in deferred costs    (135,490)    0    (323,658)

Increase in due to

Local General

Partners and affiliates       1,088,961    892,814    971,417

Decrease in due to

Local General

Partners and affiliates    (462,828)    (174,477)    (268,416)

Increase (decrease) in

due to selling partners       21,663    6,798    (13,670)

Proceeds from mortgage

notes                          10,600,000    0    4,480,000

Repayment of mortgage notes    (8,893,725)    (1,867,576)    (5,290,887)

Decrease in capitalization

of consolidated

subsidiaries attributable

to minority interest           (2,220,569)      (342,716)      (627,577)



Net cash used in

financing activities          (1,988)    (1,485,157)    (1,072,791)



Net increase (decrease)

in cash and cash equivalents    971,841    (66,134)    138,064



Cash and cash equivalents,

beginning of year             2,852,210     2,918,344     2,780,280



Cash and cash equivalents,

end of year                  $ 3,824,051    $ 2,852,210    $ 2,918,344



Supplemental disclosure

of cash flows information:

Cash paid during the year

for interest                 $10,702,969    $10,554,123    $10,384,244



Supplemental disclosures

of noncash activities:

Increase in accounts

payable and other

liabilities

for property and

equipment additions        $      22,151    $    208,718    $        0

Increase in due to

local general partners

and affiliates for

accounts payable and other

liabilities                       22,959               0             0

Decrease in other

assets for

property and equipment

additions                              0           62,993            0

Reclassification due to

local general partner

and affiliates, to

contribution by minority

interest shareholders                   0          693,340           0



See accompanying notes to consolidated financial statements.







LIBERTY TAX CREDIT PLUS L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 15, 1999



NOTE 1 - General





Liberty Tax Credit Plus L.P., a Delaware limited partnership

(the "Partnership"), was organized on June 26, 1987, but had no

activity until October 1, 1987 (which date is considered to be

inception for financial accounting purposes).  The Partnership

had no operations until commencement of the public offering on

November 20, 1987.



The Partnership's business is to invest as a limited partner in

other limited partnerships ("Local Partnerships" or "subsidiar-

ies" 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 a lesser extent in Local Partnerships owning properties that

are eligible for the historic rehabilitation tax credit.  As of

March 15, 1999, the Partnership has invested in 31 subsidiary

partnerships and does not anticipate making any additional in-

vestments.



Since November 25, 1997, the general partners of the Partnership

have been Related Credit Properties L.P., a Delaware limited

partnership (the "Related General Partner") and Liberty Associ-

ates III L.P., a Delaware limited partnership ("Liberty Associ-

ates"), and together with the Related General Partner (the "Gen-

eral Partners").  The Related General Partner is also the spe-

cial limited partner of the Partnership.  The general partner of

the Related General Partner is Related Credit Properties Inc., a

Delaware corporation.  The general partner of Liberty Associates

is the Related General Partner.  On November 25, 1997, affili-

ates of the Related General Partner and Liberty GP Inc. ("LGP"),

then the general partners of the Partnership, entered into a

Purchase Agreement pursuant to which the Related General Partner

purchased LGP's general partner interest in the Partnership (the

"Transfer").  In addition to the Transfer, the Related General

Partner also acquired LGP's special limited partner interest in

the Partnership and its general partner interest in Liberty As-

sociates.  Prior to the Transfer, Liberty Associates was an af-

filiate of Lehman Brothers.



The terms of the Partnership's Amended and Restated Agreement of

Limited Partnership (the "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 Consolidation



The consolidated financial statements include the accounts of

the Partnership and 31 subsidiary partnerships in which the

Partnership is a limited partner.  Through the rights of the

Partnership and/or a General Partner, which General Partner 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 subsidi-

ary partnerships.  All intercompany accounts and transactions

with the subsidiary partnerships have been eliminated in con-

solidation.



For financial reporting purposes the Partnership's fiscal year

ends on March 15.  The Partnership's fiscal year ends on March

15, in order to allow adequate time for the subsidiaries finan-

cial statements to be prepared and consolidated.  The books and

records of the Partnership are maintained on the accrual basis

of accounting, in accordance with generally accepted accounting

principles ("GAAP").  All subsidiaries have calendar year ends.

Accounts of the subsidiary partnerships have been adjusted for

intercompany transactions from January 1 through March 15.



Increases (decreases) in the capitalization of consolidated sub-

sidiary partnerships attributable to minority interest arise

from cash contributions from and cash distributions to the mi-

nority interest partners.



The Partnership's investment in each subsidiary partnership is

equal to the respective subsidiary partnership's partners' eq-

uity less minority interest capital, if any.  Losses attribut-

able to minority interests which exceed the minority interests'

investment in subsidiary partnerships have been charged to the

Partnership.  Such losses aggregated approximately $226,000,

$147,000 and $157,000 for the years ended March 15, 1999, 1998

and 1997, respectively.  In consolidation, all subsidiary part-

nership losses are included in the Partnership's capital account

except for losses allocated to minority interest capital.



b)  Cash and Cash Equivalents



Cash and cash equivalents include cash on hand, cash in banks,

and investments in short-term highly liquid instruments pur-

chased with original maturities of three months or less.



c)  Property and Equipment



Property and equipment to be held and used are carried at cost

which includes the purchase price, acquisition fees and ex-

penses, construction period interest and any other costs in-

curred 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 renew-

als and betterments are capitalized.  At the time property and

equipment are retired or otherwise disposed of, the cost and ac-

cumulated depreciation are eliminated from the assets and accu-

mulated 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 undis-

counted basis are below depreciated cost.  At that time property

investments themselves are reduced to estimated fair value (gen-

erally using discounted cash flows) when the property is consid-

ered 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 prop-

erty and equipment-held for sale and are not depreciated.



Through March 15, 1999, the Partnership has not recorded any

loss on impairment of assets or reduction to estimated fair

value.



d)  Organization and Offering Costs



Costs incurred to organize the Partnership including but not

limited to legal, accounting, and registration fees are consid-

ered deferred organization expenses.  These costs have been

capitalized and are being amortized over a 60-month period.

Costs incurred to sell BACs, including brokerage and the nonac-

countable expense allowance, are considered selling and offering

expenses.  These costs are charged directly to limited partners'

capital (Note 8).



e)  Income Taxes



The Partnership is not required to provide for, or pay, any fed-

eral income taxes.  Net income or loss generated by the Partner-

ship is passed through to the partners and is required to be re-

ported by them.  The Partnership may be subject to state and lo-

cal taxes in jurisdictions in which it operates.  For income tax

purposes, the Partnership has a fiscal year ending December 31

(Note 9).



f)  Loss Contingencies



The Partnership records loss contingencies as a charge to income

when information becomes available which indicates that it is

probable that an asset has been impaired or a liability has been

incurred as of the date of the financial statements and the

amount of loss can be reasonably estimated.



g)  Use of Estimates



The preparation of financial statements in conformity with gen-

erally accepted accounting principles requires management to

make estimates and assumptions that affect certain reported

amounts and disclosures.  Accordingly actual results could dif-

fer from those estimates.



NOTE 3 - Fair Value of Financial Instruments



The following methods and assumptions were used to estimate the

fair value of each class of financial instruments (all of which

are held for non-trading purposes) for which it is practicable

to estimate that value:



Cash and Cash Equivalents and Cash Held in Escrow

The carrying amount approximates fair value.



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:



                            March 15, 1999               March 15, 1998

                       Carrying                     Carrying

                       Amount       Fair Value      Amount       Fair Value

                                                      

Mortgage notes payable for

  which it is:

Practicable to

estimate fair value    $82,001,187    $79,879,067    $62,496,416    $60,476,749

Not Practicable        $76,253,137    (*)            $93,350,179    (*)





(*)  Management believes it is not practical to estimate the

fair value of the mortgage notes payable because mortgage pro-

grams with similar characteristics are not currently available

to the partnerships.



The carrying amount of other financial instruments that require

such disclosure approximates fair value.





NOTE 4 - Property and Equipment



The components of property and equipment are as follows:



                                                         Estimated

                                  March 15,              Useful Lives

                           1999             1998            (Years)

                                                    

Land                        $  11,804,469    $  11,804,469    -

Buildings and improvements    240,233,744      239,504,907    15 to 40

Other                           5,292,878        4,985,616    3 to 20

                              257,331,091      256,294,992

Less:  Accumulated

depreciation                  (90,282,855)     (80,873,882)



                             $167,048,236     $175,421,110





Included in property and equipment are $6,859,371 of acquisition

fees paid to the general partners and $952,737 of acquisition

expenses.  In addition, as of March 15, 1999, buildings and im-

provements include $2,870,719 of capitalized interest.



In connection with the development or rehabilitation of the

properties, the subsidiary partnerships have incurred devel-

oper's fees of $23,360,275 to the local general partners and af-

filiates.  Such fees have been included in the cost of property

and equipment.



Depreciation expense for the years ended March 15, 1999, 1998

and 1997 amounted to $9,408,973, $8,827,632 and $8,575,413, re-

spectively.



During the year ended March 15, 1997, accumulated depreciation

on dispositions amounting to $122,314 was written off.





NOTE 5 - Cash Held in Escrow



Cash held in escrow consists of the following:



                                 March 15,

                          1999                  1998

                                          

Real estate taxes,

insurance, and other     $  1,843,819    $  2,422,142

Reserve for replacements    7,614,415       6,734,304

Other                         889,231         915,635

                          $10,347,465     $10,072,081







NOTE 6 - Deferred Costs



The components of other deferred costs and their periods of am-

ortization are as follows:



                                   March 15,                  Period

                           1999                 1998         (Months)

                                                     

Operating guarantee fee    $   510,443        $   510,443     60

Financing expenses           4,703,749          4,683,188     *

Organization expenses        1,437,489          1,452,489     60

Supervisory salaries           783,020            795,609     60

Other                           48,518             48,518     Various

                             7,483,219          7,490,247

Less:  Accumulated

amortization                (4,100,618)        (3,939,244)

                           $ 3,382,601        $ 3,551,003



*Over the life of the respective mortgages.





Amortization of deferred costs for the years ended March 15,

1999, 1998 and 1997 amounted to $283,688, $285,814 and $298,389,

respectively.



During the years ended March 15, 1999 and 1998, deferred costs

of $142,821 and $41,350 and accumulated amortization of $122,314

and $41,350 were written off.



NOTE 7 - Mortgage Notes Payable



The mortgage notes are payable in aggregate monthly installments

of approximately $1,014,000 including principal and interest at

rates varying from 1% to 12% per annum, through 2029.  Each sub-

sidiary partnership's mortgage note payable is collateralized by

the land and buildings of the respective subsidiary partnership

and the assignment of certain subsidiary partnership's rents and

leases and is without further recourse.



Annual principal payment requirements as of March 15, 1999 for

each of the next five fiscal years and thereafter are as fol-

lows:



Fiscal Year Ending        Amount



1999               $   2,985,052

2000                   3,279,078

2001                   3,565,542

2002                   9,802,223

2003                   5,154,055

Thereafter           133,438,374



                    $158,224,324



See Note 11 for other subsidiary partnerships' financing activi-

ties.



NOTE 8 - Related Party Transactions



An affiliate of the General Partners has a 1% interest as a spe-

cial limited partner, in each of the subsidiary partnerships.

An affiliate of the General Partners also has a minority inter-

est in certain subsidiary partnerships.



The costs incurred to related parties for the years ended March

15, 1999, 1998 and 1997 were as follows:



A)  Related Party Fees



                                    Year Ended March 15,

                          1999             1998              1997

                                                    

Partnership management

fees (a)                  $1,138,000    $1,138,000        $1,138,000

Expense

reimbursement (b)            153,615       119,379           117,130

Property management

fees incurred

to affiliates of the

General Partners (c)       1,289,487     1,160,288         1,265,395

Local administrative

fee (d)                       74,000        71,500            76,500

Total general and

administrative-

General Partners           2,655,102     2,489,167         2,597,025

Property management

fees incurred

To affiliates of the

subsidiary partnerships'

General partners (c)          91,224        84,609            80,510



Total general and

administrative-

related parties           $2,746,326    $2,573,776        $2,677,535





(a)  The General Partners are entitled to receive a partnership

management fee, after payment of all Partnership expenses, which

together with the local annual administrative fees will not ex-

ceed a maximum of 0.5% per annum of invested assets (as defined

in the Partnership Agreement) for administering the affairs of

the Partnership.  The partnership management fee, subject to the

foregoing limitation, will be determined by the General Partners

in their sole discretion based upon their review of the Partner-

ship's investments.  Partnership management fees owed to the

General Partners amounting to approximately $4,014,000 and

$3,126,000 were accrued and unpaid as of March 15, 1999 and

March 15, 1998, respectively.



(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 evalua-

tions of the subsidiary partnerships' performance.  Expense re-

imbursements and asset monitoring fees owed to Related Credit

Properties L.P. amounting to approximately $75,000 and $404,000

were accrued and unpaid as of March 15, 1999 and March 15, 1998,

respectively.



The General Partners have continued advancing funds and allowing

for the accrual without payment of the amounts set forth in (a)

and (b) but are under no obligation to do so.



(c)  Property management fees incurred by subsidiary partner-

ships amounted to $1,883,977, $1,815,645 and $1,851,991 for the

years ended March 15, 1999, 1998 and 1997, respectively.  Of

these fees $1,289,487, $1,160,288 and $1,265,395 were incurred

to affiliates of the subsidiary partnerships' general partners.

In addition, $91,224, $84,609 and $80,510 was incurred to af-

filiates of the Partnership.



(d)  Liberty Associates III L.P., the special limited partner of

the subsidiary partnerships, is entitled to receive a local ad-

ministrative fee of up to $2,500 per year from each subsidiary

partnership.



The General Partners of the Partnership were allocated approxi-

mately $83,000, $71,000 and $69,000 of passive losses for the

years ended March 15, 1999, 1998 and 1997, respectively.



(e)  Liberty Associates III L.P. received cash distributions of

approximately $2,000, $3,500 and $1,900 during the years ended

March 15, 1999, 1998 and 1997, respectively.



Liberty Associates III L.P. was allocated Low-Income Housing Tax

Credits of approximately $2,200, for each of the taxable years

ended March 15, 1999, 1998 and 1997, respectively.





(f)  Due to local general partners and affiliates at March 15,

1999 and 1998 consists of the following:



                                March 15,

                          1999              1998

                                      

Operating deficit

advances                $  123,055      $  123,055

Operating advances       1,278,072       1,259,814

Development fee payable    141,258         231,500

Residual loan payable       52,500          52,500

Interest (g)             5,855,028       5,071,288

Long-term notes

payable (g)              5,550,981       5,725,981

Management and other

fees                     1,834,943       1,722,607

                       $14,835,837     $14,186,745







(g)  Long term notes payable consist of the fol-

lowing:



                                                            March 15,

                                                      1999              1998

                                                                  

Grove Parc Assoc. L.P.

This note bears interest at 7.39% compounded an-

nually on May 1 of each year.  The note is se-

cured by a mortgage subordinate in rights to

mortgages securing the building loan.  Both

principal and interest on the loan are due and

payable in full out of residual receipts on

April 29, 2010, or are immediately due and pay-

able upon refinancing or sale of the project.         $5,040,000    $5,040,000



Dixie Apartment Assoc. LTD

This promissory note bears interest at 11% with

a maturity date of June 1, 2002.  (Note 10)              105,187       105,187



Ludlam Gardens Apartments LTD

This promissory note bears interest at 11% with

a maturity date of June 1, 2000.  (Note 10)              266,124       441,124



B & C Housing Associates

This promissory note bears interest on the un-

paid principal balance with interest at prime

plus 2% per annum payable along with principal

as and when permitted by the partnership agree-

ment and payable only from surplus cash.                 139,670       139,670



                                                      $5,550,981    $5,725,981





B)  Guarantees



The general partners of Bayridge Associates Limited Partnership

("Bayridge"), a subsidiary partnership, agreed to provide guar-

antees of up to $1,000,000 to fund debt service deficiencies in

the event certain debt coverage and debt service ratios were not

met for specified periods of time.  As of March 15, 1999, no

guarantees have been funded.  The Debt Coverage Guaranty Agree-

ment provides for the security to be reduced to a $100,000 let-

ter of credit provided by the Bayridge general partners.





NOTE 9 - Income Taxes



A reconciliation of the financial statement net loss to the in-

come tax loss for the Partnership and its consolidated subsidi-

aries is as follows:



                                                  Year Ended December 31,

                                           1998             1997              1996

                                                                     

Financial statement

Net loss                                 $(8,258,765)    $(7,175,085)    $(7,618,131)



Difference between depreciation and

amortization expense recorded

for financial reporting purposes

and the accelerated cost recov-

ery system utilized for income

tax purposes                                  784,113        514,650         60,188



Difference resulting from parent

company having a different fis-

cal year for income tax and

financial reporting purposes                  (22,165)       (687,409)      900,555



Tax basis forgiveness of debt                       0         693,340       (89,648)



Differences resulting principally

from rental income recognized

for income tax purposes and deferred

for financial reporting pur-

poses and interest and other

operating expenses deducted for fi-

nancial reporting purposes not

deducted for income tax purposes              (137,972)       (87,919)     (119,017)



Net loss as shown on the

income tax return for the

calendar year

ended                                       $(7,634,789)    $(6,742,423)    $(6,866,053)





NOTE 10 - Extraordinary item



In April 1998, Bayridge refinanced its mortgage note payable of

$6,150,000. The new mortgage note in the amount of $10,600,000

paid off the former mortgage note and paid a cash flow distribu-

tion from refinancing proceeds of approximately $1,904,000 to

the Partnership.  In order to repay the mortgage loan due to

Travelers prior to its maturity date, Bayridge was obligated to

pay a prepayment penalty to Travelers, in the amount of

$510,075.  This amount, along with the remaining unamortized de-

ferred loan costs relating to that loan, was charged to opera-

tions in 1998 and is reflected in the accompanying statements of

operations as an extraordinary loss from retirement of debt.

The new mortgage bears interest at the rate of 6.96% per annum

and is payable in monthly installments of $70,238 which includes

principal and interest. Any remaining principal and interest

shall be due and payable May 1, 2008.



NOTE 11 - Commitments and Contingencies



a)  Subsidiary Partnership - Going Concern



Three subsidiary partnerships, Redwood Villa Associates, Wil-

loughby-Wyckoff Housing Associates and Walnut Park Plaza Associ-

ates have significant contingencies and uncertainties regarding

their continuing operations which raise substantial doubt about

their abilities to continue as going concerns.  The financial

statements of these three subsidiary partnerships were prepared

assuming that each will continue as a going concern.



Redwood Villa Associates, L.P.

Redwood Villa Associates ("Redwood") has sustained operating

losses since its inception.  For the 1998 Fiscal Year, Redwood

experienced a loss of $234,467, including $219,563 of deprecia-

tion and $4,553 of amortization and at December 31, 1998 had a

working capital deficiency of $595,115 and a deficit in part-

ners' equity of $734,151.  These conditions raise substantial

doubt about Redwood's ability to continue as a going concern.

Redwood's continuation as a going concern is dependent upon its

ability to achieve profitable operations or obtain future capi-

tal contributions from the partners.  Management, whenever pos-

sible, plans to reduce operating costs to achieve profitable op-

erations.  The financial statements for the 1998, 1997 and 1996

Fiscal Years for Redwood have been prepared assuming that Red-

wood will continue as a going concern.  The Partnership's in-

vestment in Redwood at March 15, 1999 and 1998 was reduced to

zero by prior years' losses and the minority interest balance

was approximately $406,000 and $408,000, respectively.  Red-

wood's net loss after minority interest amounted to approxi-

mately $233,000, $226,000 and $203,000 for the 1998, 1997 and

1996 Fiscal Years, respectively.



Willoughby-Wyckoff Housing Associates

The financial statements for Willoughby-Wyckoff Housing Associ-

ates ("Willoughby") have been prepared on the basis that it will

continue as a going concern, which contemplates continuity of

operations, realization of assets and liquidation of liabilities

in the ordinary course of business.  There are certain condi-

tions that raise substantial doubt about Willoughby's ability to

continue as a going concern.  Willoughby has had operating

losses, operating cash flow deficiencies, and equity deficien-

cies.  Management plans to continue to minimize costs within

their control and seek additional funding  sources to supplement

project operations.  Continuance of Willoughby as a going con-

cern is dependent upon Willoughby's ability to obtain additional

funding to supplement project operations and enable Willoughby

to meet its obligations as they become due.  The financial

statements do not include any adjustments that might result from

the outcome of these uncertainties.  The Partnership's invest-

ment in Willoughby at March 15, 1999 and 1998 was reduced to

zero by prior years' losses and the minority interest balance

was approximately $274,000 and $276,000 respectively.  Wil-

loughby's net loss after minority interest amounted to approxi-

mately $220,000, $141,000 and $276,000 for the 1998, 1997 and

1996 Fiscal Years.



Walnut Park Plaza Associates

Walnut Park Plaza Associates ("Walnut Park") has sustained re-

curring losses from operations.  At December 31, 1997, Walnut

Park had not made certain payments required under the terms of

the Bond Indenture and, as a result, is in default.  On April 9,

1996, Walnut Park entered into an interim agreement with

E.A.Moos ("Moos"), Walnut Park's bondholders, which expired Oc-

tober 15, 1996 subject to certain defined extension and termina-

tion provisions.  Moos and Walnut Park continued to operate un-

der the terms of the interim agreement until the bonds were sold

on October 31, 1997 to Municipal Capital Appreciation Partners,

ILP ("MCAPI"), at which time the interim agreement expired.  The

interim agreement primarily allowed Moos to select an interim

and permanent replacement property manager, to formulate a pro-

posal to replace the general partner, and to possibly restruc-

ture the indebtedness of the project.  On April 29, 1997, an

agreement was signed which provides for, among other things, the

transfer of the general partner interest to RCC Partners '96 LLC

("RCC"), an affiliate of the General Partners.  Upon transfer of

the general partner interest to RCC, amounts due to the former

general partner and its affiliates totaling $693,340 were for-

given, resulting in a contribution to the subsidiary partners'

capital. Through the rights of the Partnership and/or a General

Partner, which General Partner has a contractual obligation to

act on behalf of the Partnership to approve certain major oper-

ating and financial decisions, the Partnership continues to have

a controlling financial interest in Walnut Park.  Walnut Park's

continued existence is dependent on improving the financial op-

erations of Walnut Park, the ultimate resolution of the default

of certain obligations under the terms of the Bond Indenture, or

the refinancing of the Bond Indenture.  Contingent upon the out-

come of the aforementioned items, Walnut Park may be unable to

continue as a going concern in its present form.  The Partner-

ship's investment in Walnut Park at March 15, 1999 and March 15,

1998 was reduced to zero by prior years' losses and the minority

interest balance amounted to approximately $1,122,000 and

$1,125,000, respectively.  Walnut Park's net loss after minority

interest amounted to approximately $312,000, $511,000 and

$541,000 for the 1998, 1997 and 1996 Fiscal Years, respectively.



b)  Subsidiary Partnership - Other



Robin Housing Associates

Robin Housing Associates ("Robin Housing") is a defendant in a

personal injury lawsuit.  Robin Housing's insurance carrier in-

tends to defend Robin Housing vigorously.  Management believes

that the insurance coverage is adequate to cover any liability

arising from this action.  Since it is too premature to make an

evaluation of the amount or range of Robin Housing's potential

loss, it is management's opinion that no accrual for potential

losses is currently warranted in the financial statements.  The

maximum loss which the Partnership would be liable for is its

net investment in Robin Housing amounting to approximately

$453,000.  The Partnership's investment in Robin Housing was ap-

proximately $453,000 and $577,000 at March 15, 1999 and 1998,

respectively, and the minority interest balance was approxi-

mately $0 and $68,000, respectively.  Robin Housing's net loss

after minority interest amounted to approximately $115,000,

$91,000 and $115,000 for the 1998, 1997 and 1996 Fiscal Years,

respectively.



c)  Lease Commitment



One of the subsidiary partnerships entered into a forty-year

ground lease for the land on which the building is built.  As

stipulated in the lease, the subsidiary partnership agrees to

pay all real estate taxes, license and permit fees, among other

charges that may be assessed upon the land or improvements.  At

December 31, 1998, the subsidiary partnership was committed to

minimum future rentals on the noncancellable lease in the amount

of $60,000 a year through 2028.  The lease payments are payable

from available cash and at December 31, 1998, the subsidiary

partnership has accrued lease payments of $304,647.



d)  Uninsured Cash and Cash Equivalents



The Partnership maintains its cash and cash equivalents in vari-

ous banks.  Accounts at each bank are guaranteed by the Federal

Deposit Insurance Corporation  (FDIC) up to $100,000.  As of

March 15, 1999, uninsured cash and cash equivalents approximated

$1,820,000.



e)  Letter of Credit



One subsidiary partnership was contingently liable at December

31, 1998 for the following open letter of credit:



Debt service    $600,000



f)  Year 2000 Compliance



The Partnership utilizes the computer services of affiliates of

the General Partners.  The affiliates of the General Partners

have upgraded their computer information systems to be year 2000

compliant.  The year 2000 compliance issue concerns the inabil-

ity of a computerized system to accurately record dates after

December 31, 1999.  The affiliates of the General Partners re-

cently underwent a conversion of their financial systems appli-

cations and upgraded all of their non-compliant in-house soft-

ware and hardware inventory.  The work stations that experienced

problems from the testing process were corrected with an upgrade

patch.  The costs incurred by the affiliates of the General

Partners are not being charged to the Partnership.  The most

likely worst case scenario that the General Partners face is

that computer operations will be suspended for a few days to a

week commencing on January 1, 2000.  The Partnership contingency

plan is to have (i) a complete backup done on December 31, 1999

and (ii) both electronic and printed reports generated for all

critical data up to and including December 31, 1999.



In regard to third parties, the General Partner is in the proc-

ess of evaluating the potential adverse impact that could result

from the failure of material service providers to be year 2000

compliant.  A detailed survey and assessment was sent to mate-

rial third parties in the fourth quarter of 1998.  The Partner-

ship has received assurances from a majority of the material

service providers with which it interacts that they have ad-

dressed the year 2000 issues and is evaluating these assurances

for their adequacy and accuracy.  In cases where the Partnership

has not received assurances from third parties, it is initiating

further mail and/or phone correspondence.  The Partnership re-

lies heavily on third parties and is vulnerable to the failures

of third parties to address their year 2000 issues.  There can

be no assurance given that the third parties will adequately ad-

dress their issues.



g)  Other



The Partnership is subject to the risks incident to potential

losses arising from the management and ownership of improved

real estate.  The Partnership can also be affected by poor eco-

nomic conditions generally, however no more than 20% of the

properties are located in any single state.  There are also sub-

stantial risks associated with owning properties receiving gov-

ernment assistance, for example the possibility that Congress

may not appropriate funds to enable HUD to make rental assis-

tance payments.  HUD also restricts annual cash distributions to

partners based on operating results and a percentage of the own-

ers' equity contribution.  The Partnership cannot sell or sub-

stantially 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 as-

sistance contracts expire.



h)  Tax Credits



The Partnership and BAC holders began recognizing Tax Credits

with respect to the Properties when the Credit Period for such

Property commenced.  Because of the time required for the acqui-

sition, completion and rent-up of Properties, the amount of Tax

Credits per BAC gradually increases over the first three years

of the Partnership.  Tax Credits not recognized in the first

three years will be recognized in the 11th through 13th years.

For the 1998, 1997 and 1996 tax years, Tax Credits of

$7,723,298, $11,058,148 and $11,001,671 were generated.



A portion of the Tax Credits could be subject to recapture in

future years if (i)  a Local Partnership ceases to meet qualifi-

cation requirements, (ii) there is a decrease in the qualified

basis of the Projects, or (iii) there is a greater than one-

third reduction in the taxpayer's interest in the Project at any

time during the 15-year Compliance Period that began with the

first tax year of the Credit Period.







Item 9.  Changes in and Disagreements with Accountants on Ac-

counting and Financial Disclosure.



None



PART III



Item 10.  Directors and Executive Officers of the Registrant.



The Partnership has no directors or officers.  The Partnership's

affairs are managed and controlled by the General Partners.

Certain information concerning the directors and executive offi-

cers of Related Credit Properties, Inc., the general partner of

the Related General Partner (which, in turn, is the general

partner of Liberty Associates), who may be deemed directors or

executive officers of the Partnership is set forth below.



Related Credit Properties Inc.



Name                 Position



Stephen M. Ross      Director



J. Michael Fried    President and Director



Alan P. Hirmes      Senior Vice President



Stuart J. Boesky    Vice President



Glenn F. Hopps      Treasurer



Teresa Wicelinski    Secretary



STEPHEN M. ROSS, 59, is President, Director and shareholder of

The Related Realty Group, Inc., the general partner of The Re-

lated Companies, L.P.  He graduated from the University of

Michigan School of Business Administration with a Bachelor of

Science degree and from Wayne State University School of Law

with a Juris Doctor degree.  Mr. Ross then received a Master of

Laws degree in taxation from New York University School of Law.

He joined the accounting firm of Coopers & Lybrand in Detroit as

a tax specialist and later moved to New York, where he worked

for two large Wall Street investment banking firms in their real

estate and corporate finance departments.  Mr. Ross formed the

predecessor of The Related Companies, L.P. in 1972 to develop,

manage, finance and acquire subsidized and conventional apart-

ment developments.



J. MICHAEL FRIED, 55, is the sole shareholder of one of the gen-

eral partners of Related Capital Company ("Capital"), a real es-

tate finance and acquisition affiliate of Related.  In that ca-

pacity, he is responsible for all of Capital's syndication, fi-

nance, acquisition and investor reporting activities.  Mr. Fried

practiced corporate law in New York City with the law firm of

Proskauer Rose Goetz & Mendelsohn from 1974 until he joined

Capital in 1979.  Mr. Fried graduated from Brooklyn Law School

with a Juris Doctor degree, magna cum laude; from Long Island

University Graduate School with a Master of Science degree in

Psychology; and from Michigan State University with a Bachelor

of Arts degree in History.



ALAN P. HIRMES, 44, has been a Certified Public Accountant in

New York since 1978.  Prior to joining Capital in October 1983,

Mr. Hirmes was employed by Weiner & Co., Certified Public Ac-

countants.  Mr. Hirmes is also a Vice President of Capital.  Mr.

Hirmes graduated from Hofstra University with a Bachelor of Arts

degree.



STUART J. BOESKY, 43, practiced real estate and tax law in New

York City with the law firm of Shipley & Rothstein from 1984 un-

til February 1986 when he joined Capital.  From 1983 to 1984 Mr.

Boesky practiced law with the Boston law firm of Kaye, Fialkow,

Richard & Rothstein and from 1978 to 1980 was a consultant spe-

cializing 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.



GLENN F. HOPPS, 36, joined Related in December, 1990, and prior

to that date was employed by Marks Shron & Company and Weiss-

barth, 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, 33, joined Related in June 1992, and prior to

that date was employed by Friedman, Alpren & Green, certified

public accountants.  Ms. Wicelinski graduated from Pace Univer-

sity with a Bachelor of Arts Degree in Accounting.



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 com-

pensation to directors or executive officers of the General

Partners for their services.  However, under the terms of the

Amended and Restated Agreement of Limited Partnership of the

Partnership, the Partnership has entered into certain arrange-

ments with the General Partners and their affiliates, which pro-

vide for  compensation to be paid to the General Partners and

their affiliates.  Such arrangements include (but are not lim-

ited to) agreements to pay nonrecurring Acquisition Fees, a non-

accountable Acquisition Expense allowance, a partnership manage-

ment fee and an accountable expense reimbursement.  The General

Partners are entitled, in the aggregate, to 1% of all cash dis-

tributions and an additional 15% of distributions from net sale

or refinancing proceeds after the BACs holders have received

distributions of such proceeds equal to their original capital

contributions plus a 10% return thereon (to the extent not pre-

viously paid out of cash flow).  Certain directors and executive

officers of the General Partners receive compensation from the

General Partners and their affiliates for services performed for

various affiliated entities which may include services performed

for the Partnership.  Such compensation may be based in part of

the performance of the Partnership.  See also Note 8 to the Fi-

nancial Statements, which is incorporated in this Item 11 by

reference thereto.



Tabular information concerning salaries, bonuses and other types

of compensation payable to executive officers has not been in-

cluded 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.



Item 12.  Security Ownership of Certain Beneficial Owners and

Management.



                  Name and Address of     Amount and Nature of    Percentage

Title of Class    Beneficial Ownership    Beneficial Ownership    of Class

                                                          

General Partnership    Related Credit    $1,000 capital contribution    98%

Interest in the        Properties L.P.    - directly owned

Partnership            625 Madison Avenue

                       New York, NY 10022



          Liberty Associates III L.P.    $1,000 capital contribution    2%

                   625 Madison Avenue    - directly owned

                   New York, NY 10022



Liberty Associates III L.P. holds a 1% limited partnership in-

terest in each Local Partnership.



No person is known by the Partnership to be the beneficial owner

of more than 5% percent of the Limited Partnership Interests

and/or the BACs; and none of the General Partners nor any direc-

tor or executive officer of any of the General Partners owns any

Limited Partnership Interests or BACs.



On November 25, 1997, affiliates of the Related General Partner

and LGP, then the general partners of the Partnership, entered

into a Purchase Agreement pursuant to which the Transfer was ef-

fected.  In addition to the Transfer, the Related General Part-

ner also acquired LGP's special limited partner interest in the

Partnership and its general partner interest in Liberty Associ-

ates.  Prior to the Transfer, Liberty Associates was an affili-

ate of Lehman Brothers.



Item 13.  Certain Relationships and Related Transactions.



The Partnership has and will continue to have certain relation-

ships with the General Partners and their affiliates, as dis-

cussed in Item 11 and also Note 8 to the Financial Statements in

Item 8 above, which is incorporated herein by reference thereto

and as set forth above.  However, there have been no direct fi-

nancial transactions between the Partnership and the directors

and executive officers of the General Partners.







PART IV



Item 14.	Exhibits, Financial Statement Schedules, and Reports

on Form 8-K.

                                                      Sequential

                                                      Page

(a) 1.    Financial Statements



Independent Auditors' Report 					   18



Consolidated Balance Sheets at March 15, 1999 and 1998   95



Consolidated Statements of Operations for the Years Ended

March 15, 1999, 1998 and 1997   				   96



Consolidated Statements of Changes in Partners' (Deficit)

Capital for the Years Ended

March 15, 1999, 1998 and 1997    				   97



Consolidated Statements of Cash Flows for the Years Ended

March 15, 1999, 1998 and 1997    				   98



Notes to Consolidated Financial Statements    		  100



(a) 2.    Financial Statement Schedules



Independent Auditors' Report    				  121



Schedule I - Condensed Financial Information of

Registrant    							  122



Schedule III - Real Estate and Accumulated

Depreciation    							  125



All other schedules have been omitted because the required

information is included in the financial statements and

notes thereto or they are not applicable or not required.



(a) 3.    Exhibits



(21)    Subsidiaries of the Registrant - the Local Part-

nerships set forth in Item 2 may be considered subsidiar-

ies of the Registrant    					  118



(27)    Financial Data Schedule (filed herewith)   	  128





(b)    Reports on Form 8-K



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







Item 14.    Exhibits, Financial Statement Schedules, and Reports

on Form 8-K. (continued)



                                                      Jurisdiction

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



B & C Housing Associates, L.P.    				OK

State Street 86 Associates, L.P.    			DE

Fox Glenn Investors, L.P.    					PA

Shiloh-Grove L.P. (Mt. Vernon)    				OH

Silver Blue Lake Apartments, LTD.    			FL

Lancaster Towers Associates, LTD.    			DE

West Kinney Associates, L.P.    				NJ

Autumn Park Associates, L.P.    				OR

Regent Street Associates, L.P.    				PA

Magnolia Arms Associates, L.P.    				FL

Greenleaf Associates, L.P.    				MS

Alameda Towers Associates, L.P.    				PR

Dixie Apartment Associates, LTD.    			FL

Ludlam Gardens Apartments, LTD.    				FL

Grove Parc Associates, L.P. (Woodlawn)    		IL

2108 Bolton Drive Associates, L.P.    			DE

Apple Creek Housing Associates, LTD.    			CO

Redwood Villa Associates    					CA

Charles Drew Court Associates, L.P.    			NJ

Walnut Park Plaza Associates, L.P.    			PA

Bayridge Associates, L.P.    					OR

United-Pennsylvanian, L.P.    				PA

2051 Grand Concourse Associates, L.P.    			NY

Concourse Artists Housing Associates, L.P.    		NY

Willoughby/Wycoff Housing Associates, L.P.    		NY

Robin Housing Associates, L.P.    				NY

Lund Hill Associates, L.P.    				DE

Tanglewood Apartments, L.P.    				MS

Quality Hill Historic District-Phase II-A, L.P.    	MS

Penn Alto Associates, L.P.    				PA

Sartain School Venture, L.P.    				PA





(d)    Not applicable





SIGNATURES







Pursuant to the requirements of Section 13 or 15(d) of the Secu-

rities Exchange Act of 1934, the registrant has duly caused this

report to be signed on its behalf by the undersigned, thereunto

duly authorized.





LIBERTY TAX CREDIT PLUS L.P.

(Registrant)





	By:	RELATED CREDIT PROPERTIES L.P.,

		a General Partner





		By:	Related Credit Properties Inc.,

			its General Partner





Date:  June 7, 1999

			By:	/s/ J. Michael Fried

				J. Michael Fried

				President, Chief Executive Officer

				and Director

				(Principal Executive Officer)





	By:	LIBERTY ASSOCIATES III, L.P.,

		a General Partner





		By:	Related Credit Properties L.P.,

			its General Partner





		By:	Related Credit Properties Inc.,

			its General Partner





Date:  June 7, 1999

			By:	/s/ J. Michael Fried

				J. Michael Fried

				President, Chief Executive Officer

				and Director

				(Principal Executive Officer)







Pursuant to the requirements of the Securities Exchange Act of

1934, this report has been signed below by the following persons

on behalf of the registrant and in the capacities and on the

dates indicated:





            Signature

Title                             	            Date





	President, Chief Executive Officer

	(principal executive officer) and

	Director of Related Credit

	Properties Inc., general partner of

	Related Credit Properties L.P.

	(a General Partner of Registrant)

	which is also the general partner of

/s/ J. Michael Fried	Liberty Associates III, L.P.

J. Michael Fried	(a General Partner of Registrant)	June 7, 1999







	Senior Vice President,  (principal

	financial officer) of Related Credit

	Properties Inc., general partner of

	Related Credit Properties L.P.

	(a General Partner of Registrant)

	which is also the general partner of

/s/ Alan P. Hirmes	Liberty Associates III, L.P.

Alan P. Hirmes	(a General Partner of Registrant)	June 7, 1999







	Treasurer (principal accounting

	officer) of Related Credit

	Properties Inc., general partner of

	Related Credit Properties L.P.

	(a General Partner of Registrant)

	which is also the general partner of

/s/ Glenn F. Hopps	Liberty Associates III, L.P.

Glenn F. Hopps	(a General Partner of Registrant)	June 7, 1999







	Director of Related Credit

	Properties Inc., a general partner of

	Related Credit Properties L.P.

	(a General Partner of Registrant)

	which is also the general partner of

/s/ Stephen M. Ross	Liberty Associates III, L.P.

Stephen M. Ross	(a General Partner of Registrant)	June 7, 1999







INDEPENDENT AUDITORS' REPORT







To the Partners of

Liberty Tax Credit Plus L.P. and Subsidiaries

(A Delaware Limited Partnership)







In connection with our audits of the consolidated financial

statements of Liberty Tax Credit Plus L.P. and Subsidiaries in-

cluded in the Form 10-K as presented in our opinion dated May

25, 1999 on page 18 based on the reports of other auditors, we

have also audited supporting Schedule I for the 1998, 1997 and

1996 Fiscal Years and Schedule III at March 15, 1999.  In our

opinion, and based on the reports of the other auditors (certain

of which were modified due to the uncertainty of these subsidi-

ary partnerships' abilities to continue in existence), these

consolidated schedules present fairly, when read in conjunction

with the related consolidated financial statements, the finan-

cial data required to be set forth therein.



As discussed in Note 11(a), the consolidated financial state-

ments include the financial statements of three subsidiary part-

nerships with significant contingencies and uncertainties re-

garding their continuing operations.  During the 1998 Fiscal

Year, these subsidiary partnerships incurred significant operat-

ing losses and one is in default on its mortgage obligation.

These conditions raise substantial doubt about the subsidiary

partnerships' abilities to continue as going concerns.  The fi-

nancial statements of these three subsidiary partnerships were

prepared assuming that each will continue as a going concern.

The three subsidiary partnerships' losses aggregated $771,697

(Fiscal 1998), $887,146 (Fiscal 1997) and $1,027,546 (Fiscal

1996) and their assets aggregated $16,073,230 and $16,967,227 at

March 15, 1999 and 1998, respectively.  Management's plans re-

garding these matters are also discussed in Note 11(a).  The ac-

companying consolidated financial statements do not include any

adjustments that might result from the outcome of these uncer-

tainties.











TRIEN ROSENBERG ROSENBERG

WEINBERG CIULLO & FAZZARI, LLP



New York, New York

May 25, 1999







LIBERTY TAX CREDIT PLUS L.P.

AND SUBSIDIARIES

SCHEDULE I

CONDENSED FINANCIAL INFORMATION OF REGISTRANT







Summarized condensed financial information of registrant (not

including consolidated subsidiary partnerships):





LIBERTY TAX CREDIT PLUS L.P.

CONDENSED BALANCE SHEETS





ASSETS



                                                 March 15,

                                         1999             1998

                                                    

Cash and cash equivalents              $  1,363,687    $       32,291

Investment in subsidiary partnerships    20,411,237        25,151,487

Advances to subsidiary partnership          944,070         1,109,070

Other assets                                200,497           231,051



Total assets                            $22,919,491       $26,523,899







LIABILITIES AND PARTNERS' EQUITY







Due to general partner and affiliates    $  4,089,452    $  3,636,125



Total liabilities                           4,089,452       3,636,125



Partners' equity                           18,830,039      22,887,774



Total liabilities and partners' equity    $22,919,491     $26,523,899



Investments in subsidiary partnerships are recorded in accordance

with the equity method of accounting, wherein the investments are

not reduced below zero.  Accordingly, partners' equity on the

consolidated balance sheet will differ from partners' equity

shown above.









LIBERTY TAX CREDIT PLUS L.P.

AND SUBSIDIARIES

SCHEDULE I

CONDENSED FINANCIAL INFORMATION OF REGISTRANT







LIBERTY TAX CREDIT PLUS L.P.

CONDENSED STATEMENTS OF OPERATIONS







                                     Year Ended March 15,

                          1999              1998            1997

                                                   

Revenues                  $   29,150        $  1,050       $ 1,150



Expenses



Administrative and

management                    195,875          185,619        233,068

Administrative and

management-related

arties                      1,291,615        1,257,379      1,255,130



Total expenses              1,487,490        1,442,998      1,488,198



Loss from operations       (1,458,340)      (1,441,948)    (1,487,048)



Equity in loss of subsidiary

partnerships               (2,599,395)      (2,078,777)    (2,692,365)



Net loss                  $(4,057,735)     $(3,520,725)   $(4,179,413)









LIBERTY TAX CREDIT PLUS L.P.

AND SUBSIDIARIES

SCHEDULE I

CONDENSED FINANCIAL INFORMATION OF REGISTRANT





LIBERTY TAX CREDIT PLUS L.P.

CONDENSED STATEMENTS OF CASH FLOWS

Increase (Decrease) in Cash and Cash Equivalents





                                       Year Ended March 15,

                            1999             1998             1997

                                                     

Cash flows from

operating activities:



Net loss                   $(4,057,735)    $(3,520,725)    $(4,179,413)



Adjustments to reconcile

net loss to net cash

used in operating activities:



Equity in loss of subsidiary

partnerships                 2,599,395        2,078,777      2,692,365

Decrease in other assets        30,554           22,448         24,371

Proceeds from advances in

subsidiary partnership         165,000                0              0



Increase (decrease) in liabilities



Due to general partners

and affiliates                 453,327         1,236,970     1,318,074



Total adjustments            3,248,276         3,338,195     4,034,810



Net cash used in operating

activities                    (809,459)         (182,530)     (144,603)



Net cash provided by investing activities:



Distributions from

subsidiaries                 2,140,855           131,859       208,195



Net increase (decrease) in

cash and cash equivalents    1,331,396           (50,671)       63,592



Cash and cash equivalents,

beginning of year               32,291             82,962       19,370



Cash and cash equivalents,

end of year                 $1,363,687        $    32,291   $    82,962











LIBERTY TAX CREDIT PLUS L.P.

AND SUBSIDIARIES

SCHEDULE III

REAL ESTATE AND ACCUMULATED DEPRECIATION

Partnership Property Pledged as Collateral

MARCH 15, 1999



                                                                  Cost Capitalized

                                      Initial Cost to Partnership   Subsequent to

Subsidiary Partnership's                            Buildings and   Acquisition:

Residential Property       Encumbrances   Land      Improvements    Improvements

                                                                  

B & C Housing Associates, L.P.

Tulsa, OK    		     $5,589,004  $ 727,300   $ 5,420,791   $2,528,565

State Street 86 Associates, L.P.

Camden, NJ    			8,088,774    861,947    12,460,882    372,500

Fox Glenn Investors, L.P.

Seat Pleasant, MD    		5,910,492    491,209    6,548,849     465,926

Shiloh Grove L.P. (Mt Vernon)

Columbus, OH    			13,348,735    764,874    16,618,743    489,506

Silver Blue Lake Apartments Ltd.

Miami, FL    			3,682,500    537,204    4,755,176    55,766

Lancaster Towers Associates, Ltd.

Lancaster, NY    			2,545,179    147,000    3,673,921    816,625

West Kinney Associates, L.P.

Newark, NJ    			4,512,190    262,466    6,072,924    474,088

Autumn Park Associates, L.P.

Wilsonville, OR    		3,889,219    369,932    2,251,887    3,564,042

Regent Street Associates, L.P.

Philadelphia, PA    		4,374,218    40,000    7,387,283    231,242

Magnolia Arms Associates, Ltd.

Jacksonville, FL    		6,943,164    125,000    8,165,738    556,651

Greenleaf Associates L.P.

Kansas City, MO    		4,394,994    695,000    5,125,103    262,810

Alameda Towers, Associates L.P.

San Juan, PR    			8,593,880    644,000    15,157,047    482,554

Dixie Apartment Associates, Ltd.

Miami, FL    			942,383    194,480    1,354,562    53,230

Ludlam Gardens Apartments, Ltd.

Miami, FL    			2,638,671    755,057    3,943,234    47,692

Grove Park Associates, L.P. (Woodlawn)

Chicago, IL    			4,905,907    600,000    9,386,536    7,961,516

2108 Bolton Drive Associates, L.P.

Atlanta, GA    			4,341,980    835,000    6,599,896    6,026,455

Apple Creek Housing Associates, Ltd.

Arvada, CO    			11,485,261    618,136    10,973,665    630,613

Redwood Villa Associates

San Diego, CA    			3,981,206    0    5,931,183    90,564

Charles Drew Court Associates, L.P.

Atlantic City, NJ    		4,283,719    100    7,893,416    364,030

Walnut Park Plaza Associates, L.P.

Philadelphia, PA    		7,470,000    454,707    7,690,675    2,347,518

Bayridge Associates, L.P.

Beaverton, OR    			10,537,671    917,682    488,333    11,041,119

United-Pennsylvanian, L.P.

Erie, PA    			3,551,471    217,000    4,191,327    823,420

2051 Grand Concourse Associates, L.P.

Bronx, NY    			3,963,581    31,500    5,221,117    47,691

Concourse Artists Housing Associates, L.P.

Bronx, NY    			1,564,285    5,750    16,100    2,278,151

Willoughby-Wycoff Housing Associates, L.P.

Bronx, NY    			4,206,264    17,000    47,600    6,126,180

Robin Housing

Bronx, NY    			5,384,484    26,750    70,700    8,163,046

Lund Hill Associates, L.P.

Superior, WI    			3,596,304    205,000    4,877,828    578,808

Tanglewood Apartments, L.P.

Joplin, MO    			3,299,384    114,932    5,233,022    87,367

Quality Hill Historic District-Phase II-A, L.P.

Kansas City, MO    		3,358,149    215,181    6,403,141    204,016

Penn Alto Associates, L.P.

Altoona, PA    			4,899,450    60,000    2,731,082    8,904,567

Sartain School Venture, L.P.

Philadelphia, PA       		1,941,805     3,883      3,486,875    138,107



    			         $158,224,324  $10,938,090  $180,178,636  $66,214,365













                        Gross Amount at which Carried At Close of Period

Subsidiary                                     Buildings and

Partnership's Residential Property   Land      Improvements    Total

                        		                           

B & C Housing Associates, L.P.

Tulsa, OK        			  $   729,685  $  7,946,971  $  8,676,656

State Street 86 Associates, L.P.

Camden, NJ        			864,332    12,830,997    13,695,329

Fox Glenn Investors, L.P.

Seat Pleasant, MD        		493,594    7,012,390    7,505,984

Shiloh Grove L.P. (Mt Vernon)

Columbus, OH        			767,259    17,105,864    17,873,123

Silver Blue Lake Apartments Ltd.

Miami, FL        				539,589    4,808,557    5,348,146

Lancaster Towers Associates, Ltd.

Lancaster, NY        			149,385    4,488,161    4,637,546

West Kinney Associates, L.P.

Newark, NJ        			264,850    6,544,628    6,809,478

Autumn Park Associates, L.P.

Wilsonville, OR        			938,336    5,247,525    6,185,861

Regent Street Associates, L.P.

Philadelphia, PA        		42,384    7,616,141    7,658,525

Magnolia Arms Associates, Ltd.

Jacksonville, FL        		127,384    8,720,005    8,847,389

Greenleaf Associates L.P.

Kansas City, MO        			697,384    5,385,529    6,082,913

Alameda Towers, Associates L.P.

San Juan, PR        			646,384    15,637,217    16,283,601

Dixie Apartment Associates, Ltd.

Miami, FL        				196,864    1,405,408    1,602,272

Ludlam Gardens Apartments, Ltd.

Miami, FL        				757,441    3,988,542    4,745,983

Grove Park Associates, L.P. (Woodlawn)

Chicago, IL        			602,384    17,345,668    17,948,052

2108 Bolton Drive Associates, L.P.

Atlanta, GA        			837,384    12,623,967    13,461,351

Apple Creek Housing Associates, Ltd.

Arvada, CO        			620,520    11,601,894    12,222,414

Redwood Villa Associates

San Diego, CA        			2,384    6,019,363    6,021,747

Charles Drew Court Associates, L.P.

Atlantic City, NJ        		143,846    8,113,700    8,257,546

Walnut Park Plaza Associates, L.P.

Philadelphia, PA        		457,091    10,035,809    10,492,900

Bayridge Associates, L.P.

Beaverton, OR        			920,066    11,527,068    12,447,134

United-Pennsylvanian, L.P.

Erie, PA        				219,385    5,012,362    5,231,747

2051 Grand Concourse Associates, L.P.

Bronx, NY        				33,885    5,266,423    5,300,308

Concourse Artists Housing Associates, L.P.

Bronx, NY        				8,135    2,291,866    2,300,001

Willoughby-Wycoff Housing Associates, L.P.

Bronx, NY        				19,386    6,171,394    6,190,780

Robin Housing

Bronx, NY        				29,136    8,231,360    8,260,496

Lund Hill Associates, L.P.

Superior, WI        			207,900    5,453,736    5,661,636

Tanglewood Apartments, L.P.

Joplin, MO        			117,832    5,317,489    5,435,321

Quality Hill Historic District-Phase II-A, L.P.

Kansas City, MO        			267,233    6,555,105    6,822,338

Penn Alto Associates, L.P.

Altoona, PA        			93,905    11,601,744    11,695,649

Sartain School Venture, L.P.

Philadelphia, PA                	9,126        3,619,739        3,628,865



        					$11,804,469    $245,526,622    $257,331,091













                                                                       Life on which

                                                                       Depreciation in

                                                 Year of               Latest Income

Subsidiary                          Accumulated  Construction/ Date    Statement is

Partnership's Residential Property  Depreciation Renovation  Acquired  Computed (a) (b)

                                                                  

B & C Housing Associates, L.P.

Tulsa, OK    				$  3,072,994    1987    Dec. 1987    27.5 years

State Street 86 Associates, L.P.

Camden, NJ    				5,536,862    1987    Feb. 1988    27.5 years

Fox Glenn Investors, L.P.

Seat Pleasant, MD    			2,799,560    1987    Mar. 1988    15 to 27.5 years

Shiloh Grove L.P. (Mt Vernon)

Columbus, OH    				6,728,342    1987    Feb. 1988    27.5 years

Silver Blue Lake Apartments Ltd.

Miami, FL    				1,900,894    1987    Feb. 1988    27.5 years

Lancaster Towers Associates, Ltd.

Lancaster, NY    				1,737,425    1987    May 1988    27.5 years

West Kinney Associates, L.P.

Newark, NJ    				2,430,143    1983    June 1988    27.5 years

Autumn Park Associates, L.P.

Wilsonville, OR    			2,243,802    1988    June 1988    15 to 27.5 years

Regent Street Associates, L.P.

Philadelphia, PA    			2,954,491    1987    June 1988    27.5 years

Magnolia Arms Associates, Ltd.

Jacksonville, FL    			3,758,877    1987    July 1988    27.5 years

Greenleaf Associates L.P.

Kansas City, MO    			2,512,857    1987    July 1988    27.5 years

Alameda Towers, Associates L.P.

San Juan, PR    				3,884,823    1987    July 1988    40 years

Dixie Apartment Associates, Ltd.

Miami, FL    				532,637    1987    July 1988    27.5 years

Ludlam Gardens Apartments, Ltd.

Miami, FL    				1,512,002    1987    July 1988    27.5 years

Grove Park Associates, L.P. (Woodlawn)

Chicago, IL    				6,227,385    1988    July 1988    27.5 to 31.5 years

2108 Bolton Drive Associates, L.P.

Atlanta, GA    				5,564,264    1988    July 1988    15 to 27.5 years

Apple Creek Housing Associates, Ltd.

Arvada, CO    				4,458,045    1988    June 1988    28 years

Redwood Villa Associates

San Diego, CA    				2,213,620    1988    Sept. 1988    27.5 years

Charles Drew Court Associates, L.P.

Atlantic City, NJ    			3,319,645    1987    Sept. 1988    27.5 years

Walnut Park Plaza Associates, L.P.

Philadelphia, PA    			2,921,909    1988    Sept. 1988    35 years

Bayridge Associates, L.P.

Beaverton, OR    				13,868,819    1988    Dec. 1988    15 to 27.5 years

United-Pennsylvanian, L.P.

Erie, PA    				2,888,764    1988    Dec. 1988    15 to 25 years

2051 Grand Concourse Associates, L.P.

Bronx, NY    				1,954,610    1986    Nov. 1988    27.5 years

Concourse Artists Housing Associates, L.P.

Bronx, NY    				853,960    1986    Nov. 1988    27.5 years

Willoughby-Wycoff Housing Associates, L.P.

Bronx, NY    				2,286,674    1987    Nov. 1988    27.5 years

Robin Housing

Bronx, NY    				3,044,192    1986    Nov. 1988    27.5 years

Lund Hill Associates, L.P.

Superior, WI    				1,352,755    1988    Jan. 1989    20 to 40 years

Tanglewood Apartments, L.P.

Joplin, MO    				2,002,123    1988    Oct. 1988    27.5 years

Quality Hill Historic District-Phase II-A, L.P.

Kansas City, MO    			1,571,070    1988    Mar. 1989    20 to 40 years

Penn Alto Associates, L.P.

Altoona, PA    				3,375,633    1989    June 1989    27.5 years

Sartain School Venture, L.P.

Philadelphia, PA            		773,678    1989    Aug. 1990    15 to 40 years



    						$90,282,855



(a)    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 date of acquisition.

(b)    Furniture and fixtures, included in buildings and improvements, are depreciated pri-

marily by the straight line method over their estimated useful lives ranging from 3 to 20

years.



                      			Cost of Property and Equipment

                               		Year Ended March 15,

         					1999                1998                1997

                        		                           

Balance at beginning of period    $256,294,992    $254,813,961    $253,602,442

Additions during period:

Improvements    				 1,036,099       1,481,031       1,274,858

Depreciation expense

Reductions during period:

Dispositions                     		   0               0         (63,339)

Balance at end of period          $257,331,091    $256,294,992    $254,813,961









    						Accumulated Depreciation

    							Year Ended March 15,

    						1999                1998                1997

                        		                           

Balance at beginning of period    	$80,873,882    $72,046,250    $63,484,987

Additions during period:

Improvements

Depreciation expense    		9,408,973    8,827,632    8,575,413

Reductions during period:

Dispositions                    		  0            0      (14,150)

Balance at end of period    		$90,282,855    $80,873,882    $72,046,250





At the time the local partnerships were acquired by Liberty Tax Credit Plus Limited Partner-

ship, the entire purchase price paid by Liberty Tax Credit Plus Limited Partnership 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 mate-

rial differences between the original cost basis for tax and GAAP.