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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

(Mark One)

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

For the fiscal year ended March 31, 1996

OR

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

Commission File Number 0-20476


INDEPENDENCE TAX CREDIT PLUS L.P.
---------------------------------------------------------
(Exact names of registrant as specified in their charter)

Delaware 13-3589920
------------------------------- -------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)

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

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

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

None

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

Title of Class
--------------
Beneficial Assignment Certificates (including underlying Limited
Partnership Interests)

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

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

DOCUMENTS INCORPORATED BY REFERENCE

None


Page 1 of 124



PART I

Item 1. Business.

General

Independence Tax Credit Plus L.P. (the "Partnership") is a limited
partnership which was formed under the laws of the State of Delaware on November
7, 1990. The General Partner of the Partnership is Related Independence
Associates L.P., a Delaware limited partnership (the "General Partner"). The
general partner of the General Partner is Related Independence Associates Inc.,
a Delaware corporation.

On July 1, 1991 the Partnership commenced a public offering (the
"Offering") of Beneficial Assignment Certificates ("BACs") representing
assignments of limited partnership interests in the Partnership ("Limited
Partnership Interests"), managed by Related Equities Corporation (the "Dealer
Manager"), pursuant to a prospectus dated July 1, 1991, as supplemented by
Master Supplement 1a thereto dated April 28, 1992 and Master Supplement No. 2a
thereto dated November 3, 1992, (as so supplemented, the "Prospectus").

As of March 31, 1996, the Partnership has received $76,786,000 of Gross
Proceeds of the Offering from 5,351 investors and no further issuance of BACs is
anticipated. (Item 8, "Financial Statements and Supplementary Data", Note 8).

The Partnership's business is primarily to invest in other partnerships
("Local Partnerships") owning apartment complexes ("Apartment Complexes" or
"Properties") that are eligible for the low-income housing tax credit ("Housing
Tax Credit") enacted in the Tax Reform Act of 1986, some of which may also be
eligible for the historic rehabilitation tax credit ("Historic Tax Credit";
together with Housing Tax Credits, "Tax Credits"). The Partnership's investment
in each Local Partnership represents from 98% to 98.99% of the partnership
interests in the Local Partnership. As of March 31, 1996, the Partnership had
acquired interests in twenty-eight Local Partnerships. As of March 31, 1996,
approximately $59,700,000 (not including acquisition fees of approximately
$4,500,000) of net proceeds have been invested in Local Partnerships of which
approximately $1,700,000 remains to be paid to the Local Partnerships, as
certain benchmarks such as occupancy levels must be attained prior to the
release of the funds. The Partnership does not intend to acquire additional
properties, however, the Partnership may be required to pay for potential
purchase price adjustments based on tax credit adjustor clauses. See Item 2,
Properties, below.

The Partnership has been formed to invest in low-income Apartment Complexes
that are eligible for the Housing Tax Credit enacted in the Tax Reform Act of
1986. Some Apartment Complexes may also be eligible for Historic Rehabilitation
Tax Credits. The investment objectives of the Partnership are described below:

1. Entitle qualified BACs holders to Housing Tax Credits over the Credit
Period with respect to each Apartment Complex.

2. Preserve and protect the Partnership's capital.

3. Participate in any capital appreciation in the value of the Properties
and provide distributions of Sale or Refinancing Proceeds upon the disposition
of the Properties.

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

One of the Partnership's objectives is to entitle qualified BACs holders to
Housing Tax Credits over the period of the Partnership's entitlement to claim
Tax Credits (for each Property, generally ten years from the date of investment
or, if later, the date the Property is placed in service; referred to herein as
the "Credit Period"). Each of the Local Partnerships in which the Partnership
has acquired an interest has been allocated by the relevant state credit
agencies the authority to recognize Tax Credits during the Credit Period
provided that the Local Partnership

-2-


satisfies the rent restriction, minimum set-aside and other requirements for
recognition of the Tax Credits at all times during such period. Once a Local
Partnership has become eligible to recognize Tax Credits, it may lose such
eligibility and suffer an event of "recapture" if its Property fails to remain
in compliance with the Tax Credit requirements. None of the Local Partnerships
in which the Partnership has acquired an interest has suffered an event of
recapture.

There can be no assurance that the Partnership will achieve its investment
objectives as described above.

Competition

The real estate business is highly competitive and substantially all of the
properties to be acquired by the Partnership are expected to be subject to
active competition from similar properties in their respective vicinities. The
Partnership will compete in the acquisition of property with many other entities
engaged in real estate investment activities, some of which have greater assets
than the Partnership. In addition, the number of entities and the amount
available for investment in properties of a type suitable for investment by the
Partnership may increase, resulting in increased competition for such
investments and possible increases in the prices paid. In addition, various
other limited partnerships may, in the future, be formed by the General Partner
and/or its affiliates to engage in businesses which may be competitive with the
Partnership.

Employees

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

Item 2. Properties.

The Partnership holds a 98.99% limited partnership interest in twenty-seven
and a 98% limited partnership interest in one Local Partnerships as of March 31,
1996. Set forth below is a schedule of the Local Partnerships including certain
information concerning their respective Apartment Complexes (the "Local
Partnership Schedule"). Further information concerning these Local Partnerships
and their properties may be found in Item 14, Schedule III.


Local Partnership Schedule



% of Units Occupied at May 1
----------------------------------------------
Name and Location (Number of Units) Date Acquired 1996 1995 1994 1993 1992
- ----------------------------------- ------------- ---- ---- ---- ---- ----

Harbor Court Limited Partnership December 1991 100% 88% 88% 100% 100%
Staten Island, NY (40)

Old Public Limited Partnership December 1991 77% 93% 87% 100% 100%
Lawrenceberg, TN (30)

Lancaster Terrace Limited Partnership February 1992 99% 99% 96% 100% 0%*
Salem, OR (104)

655 North Street Limited Partnership March 1992 83% 89% 2% 95% 76%
Baton Rouge, LA (195)

Landreth Venture March 1992 96% 95% 100% 90% 0%*
Philadelphia, PA (47)


-3-


Local Partnership Schedule



% of Units Occupied at May 1
----------------------------------------------
Name and Location (Number of Units) Date Acquired 1996 1995 1994 1993 1992
- ----------------------------------- ------------- ---- ---- ---- ---- ----

Homestead Apartments Associates Ltd. March 1992 93% 95% 96% 50%* 0%*
Homestead, FL (123)

Bethel Villa Associates, L.P. April 1992 100% 100% 99% 83%(1)
Wilmington, DE (150)

West Diamond Street Associates May 1992 96% 96% 93% 60%(1)
Philadelphia, PA (28)

Susquehanna Partners May 1992 100% 96% 100% 50%(1)
Philadelphia, PA (47)

Boston Bay Limited Partnership August 1992 100% 99% 99% 100%
Boston, MA (130)

Morrant Bay Limited Partnership August 1992 97% 100% 100% 100%
Boston, MA (130)

Hope Bay Limited Partnership August 1992 98% 100% 100% 100%
Boston, MA (45)

Lares Apartments Limited Partnership August 1992 100% 100% 100% 0%*
Lares, PR (102)

Lajas Apartments Limited Partnership August 1992 100% 100% 100% 100%
Lajas, PR (99)

Arlington-Rodeo August 1992 100% 93% 100% 0%*
Los Angeles, CA (29)

Conifer Bateman Associates August 1992 100% 100% 96% 100%
Lowville, NY (24)

Hampden Hall Associates, L.P. September 1992 99% 89% 96% 0%*
St. Louis, MO (75)

Chester Renaissance Associates September 1992 100% 96% 100% 25%(1)
Chester, PA (20)

Homestead Apts. II LTD. October 1992 92% 95% 98% 0%*
Homestead, FL (112)

P.S. 157 Associates, L.P. November 1992 96% 98% 100% 100%
New York, NY (73)

Cloisters Limited Partnership II November 1992 94% 97% 98% 0%*
Philadelphia, PA (65)

Creative Choice Homes II, LTD. December 1992 99% 100% 99% 0%*
Opa-Locka, FL (390)

Milford Crossing Associates L.P. December 1992 96% 96% 100% 0%*
Milford, DE (73)




-4-


Local Partnership Schedule



% of Units Occupied at May 1
----------------------------------------------
Name and Location (Number of Units) Date Acquired 1996 1995 1994 1993 1992
- ----------------------------------- ------------- ---- ---- ---- ---- ----

BX-7F Associates, L.P. January 1993 98% 98% 99% 60%*(1)
Bronx, NY (85)

Los Angeles Limited Partnership May 1993 98% 99% 0%*
Rio Piedras, PR (124)

Christine Apartments, L.P. June 1993 100% 100% 100%
Buffalo, NY (32)

Plainsboro Housing Partners, L.P. July 1993 98% 99% 13%(1)
Plainsboro, NJ (126)

Rolling Green Associates, L.P. October 1993 97% 90% 91%
Syracuse, NY (395)


*Properties still in construction phase.

(1) Properties are in rent-up phase

Some of the Local Partnerships in which the Partnership has invested own
existing Apartment Complexes which receive either Federal or state subsidies.
HUD through FHA, administers a variety of subsidies for low- and moderate-income
housing. FmHA administers similar housing programs for non-urban areas. The
Federal programs generally provide one or a combination of the following forms
of assistance: (i) mortgage loan insurance, (ii) rental subsidies, (iii)
reduction of mortgage interest payments.

i) HUD provides mortgage insurance for rental housing projects pursuant to
a number of sections of Title II of the National Housing Act ("NHA"), including
Section 236, Section 221(d)(4), Section 221(d)(3) and Section 220. Under all of
these programs, HUD will generally provide insurance equal to 100% of the total
replacement cost of the project to non-profit owners and 90% of the total
replacement cost to limited-distribution owners. Mortgages are provided by
institutions approved by HUD, including banks, savings and loan companies and
local housing authorities. Section 221(d)(4) of NHA provides for federal
insurance of private construction and permanent mortgage loans to finance new
construction of rental apartment complexes containing five or more units. The
most significant difference between the 221(d)(4) program and the 221(d)(3)
program is the maximum amount of the loan which may be obtained. Under the
221(d)(3) program, non-profit sponsors may obtain a permanent mortgage equal to
100% of the total replacement cost; no equity contribution is required of a
non-profit sponsor. In all other respects the 221(d)(3) program is substantially
similar to the 221(d)(4) program.

ii) Many of the tenants in HUD insured projects receive some form of rental
assistance payments, primarily through the Section 8 Housing Assistance Payments
Program (the "Section 8 Program"). Apartment Complexes not receiving assistance
through the Section 8 Program ("Section 8 Payments") will generally have
limitations on the amounts of rent which may be charged. One requirement imposed
by HUD regulations effective for apartment complexes initially approved for
Section 8 payments on or after November 5, 1979 is to limit the amount of the
owner's annual cash distributions from operations to 10% of the owner's equity
investment in an apartment complex if the apartment complex is intended for
occupancy by families and to 6% of the owner's equity investment in an apartment
complex intended for occupancy by elderly persons. The owner's equity investment
in the apartment complex is 10% of the project's replacement cost as determined
by HUD.

HUD recently released the American Community Partnerships Act (the "ACPA").
The ACPA is HUD's blueprint for providing for the nation's housing needs in an
era of static or decreasing budget authority.



-5-


Two key proposals in the ACPA that could affect the Local Partnerships are:
a discontinuation of project based Section 8 subsidy payments and an attendant
reduction in debt on properties that were supported by the Section 8 payments.

The ACPA calls for a transition during which the project based Section 8
would be converted to a tenant based voucher system. Any FHA insured debt would
then be "marked-to-market", that is revalued in light of the reduced income
stream, if any.

Several industry sources have already commented to HUD and Congress that in
the event the ACPA were fully enacted in its present form the reduction in
mortgage indebtedness would be considered taxable income to limited partners in
the Partnership. Legislative relief has been proposed to exempt
"marked-to-market" debt from cancellation of indebtedness income treatment.

iii) Section 236 Program. As well as providing mortgage insurance, the
Section 236 program also provides an interest credit subsidy which reduces the
cost of debt service on a project mortgage, thereby enabling the owner to charge
the tenants lower rents for their apartments. Interest credit subsidy payments
are made monthly by HUD directly to the mortgagee of the project. Each payment
is in an amount equal to the difference between (i) the monthly interest payment
required by the terms of the mortgage to pay principal, interest and the annual
mortgage insurance premium and (ii) the monthly payment which would have been
required for principal and interest if the mortgage loan bore interest at the
rate of 1%. These payments are credited against the amounts otherwise due from
the owner of the project, who makes monthly payments of the balance.

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

Rents from commercial tenants (to which average rental per square foot
applies) comprise less than 5% of the rental revenues of the Partnership. Rents
for the residential units are determined annually by HUD and reflect increases
in consumer price indices in various geographic areas.

Management continuously reviews the physical state of the properties and
budgets improvements when required which are generally funded from cash flow
from operations or release of replacement reserve escrows. No improvements are
expected to require additional financing.

Management continuously reviews the insurance coverage of the properties
and believes such coverage is adequate.

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

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

In connection with investments in development-stage Apartment Complexes,
the General Partner generally requires that the general partners of the Local
Partnerships ("Local General Partners") provide completion guarantees and/or
undertake to repurchase the Partnership's interest in the Local Partnership if
construction or rehabilitation is not completed substantially on time or on
budget ("Development Deficit Guarantees"). The Development Deficit Guarantees
generally also require the Local General Partner to provide any funds necessary
to cover net operating deficits of the Local Partnership until such time as the
Apartment Complex has achieved break-even operations. The General Partner
generally requires that the Local General Partners undertake an obligation to
fund operating deficits of the Local Partnership (up to a stated maximum amount)
during a limited period of time (typically three to five years) following the
achievement of break-even operations ("Operating Deficit Guarantees"). Under the
terms of the Development and Operating Deficit Guarantees, amounts funded will
be treated as Operating Loans which will not bear interest and which will be
repaid only out of 50% of available cash flow or out of

-6-


available net sale or refinancing proceeds. In some instances, the Local General
Partners are required to undertake an obligation to comply with a Rent-Up
Guaranty Agreement, whereby the Local General Partner agrees to pay liquidating
damages if predetermined occupancy rates are not achieved. These payments are
made without right of repayment. In cases where the General Partner deems it
appropriate, the obligations of a Local General Partner under the Development
Deficit, Operating Deficit and/or Rent-Up Guarantees are secured by letters of
credit and/or cash escrow deposits.

Housing Tax Credits with respect to a given Apartment Complex are available
for a ten-year period that commences when the property is placed into service.
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 Credit not available in the first year
will be available in the eleventh year. In certain 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
allocated Tax Credits only beginning in the month following the month in which
it acquired its interest and Tax Credits allocated in any prior period are not
available to the Partnership

Item 3. Legal Proceedings.

None.

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

None.

PART II

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

As of March 31, 1996, the Partnership had issued and outstanding 76,786
Limited Partnership Interests, each representing a $1,000 capital contribution
to the Partnership, or an aggregate capital contribution of $76,786,000. All of
the issued and outstanding Limited Partnership Interests have been issued to
Independence Assignor Inc. (the "Assignor Limited Partner"), which has in turn
issued 76,786 BACs to the purchasers thereof for an aggregate purchase price of
$76,786,000. Each BAC represents all of the economic and virtually all of the
ownership rights attributable to a Limited Partnership Interest held by the
Assignor Limited Partner. BACs may be converted into Limited Partnership
Interests at no cost to the holder (other than the payment of transfer costs not
to exceed $100), but Limited Partnership Interests so acquired are not
thereafter convertible into BACs.

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

As of March 31, 1996, the Partnership has approximately 5,228 registered
holders of an aggregate of 76,786 BACs.

All of the Partnership's general partnership interests, representing an
aggregate capital contribution of $1,000, are held by the General Partner.

-7-


There are no material legal restrictions in the Partnership Agreement on
the ability of the Partnership to make distributions. The Partnership has made
no distributions to the BACs holders as of March 31, 1996. The Partnership does
not anticipate providing cash distributions to its BACs holders other than from
net refinancing or sales proceeds.

Item 6. Selected Financial Data.

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




For the Period
May 31, 1991
(Inception)
Year Ended March 31, For the
---------------------------------------------------------------- Through
OPERATIONS 1996 1995 1994 1993 March 31, 1992
---- ---- ---- ---- --------------

Revenues $ 19,169,610 $ 18,061,137 $ 14,024,220 $ 3,816,728 $ 204,143

Operating expenses 24,084,097 21,848,948 16,549,054 4,817,238 219,607
------------- ------------- ------------- ------------- -------------

Loss before minority
interest (4,914,487) (3,787,811) (2,524,834) (1,000,510) (15,464)

Minority interest in loss of
subsidiary partnerships 32,193 32,583 24,646 1,018 2
------------- ------------- ------------- ------------- -------------

Net loss $ (4,882,294) $ (3,755,228) $ (2,500,188) $ (999,492) $ (15,462)
============= ============= ============= ============= =============
Net loss per weighted
average BAC $ (62.95) $ (48.42) $ (32.23) $ (17.36) $ (1.36)
============= ============= ============= ============= =============






March 31,
---------------------------------------------------------------------------------
FINANCIAL POSITION 1996 1995 1994 1993 1992
- ------------------ ---- ---- ---- ---- ----
Total assets $ 183,788,219 $ 189,946,896 $ 202,231,410 $ 145,354,121 $ 32,820,793
============= ============= ============= ============= =============
Total liabilities $ 120,702,900 $ 121,484,923 $ 131,248,328 $ 71,077,055 $ 7,527,933
============= ============= ============= ============= =============
Minority interest $ 6,850,591 $ 7,344,951 $ 6,110,832 $ 6,904,628 $ 2
============= ============= ============= ============= =============
Total partners' capital $ 56,234,728 $ 61,117,022 $ 64,872,250 $ 67,372,438 $ 25,292,858
============= ============= ============= ============= =============



During the year ended March 31, 1996, total assets decreased primarily due
to depreciation of approximately $6,000,000. During the year ended March 31,
1995, total assets decreased primarily due to depreciation of approximately
$5,000,000 and the payment of development fees and other amounts due to local
general partners and affiliates totaling approximately $8,000,000. For the year
ended March 31, 1995, total liabilities decreased as a result of the latter
explanation. During the years ended March 31, 1994 and 1993, total assets and
liabilities increased primarily due to the continued acquisition of Local
Partnerships. Property and equipment increased approximately $66,000,000 and
$41,000,000 and construction in progress increased approximately $16,000,000 and
$28,000,000, respectively. Mortgage notes increased approximately $39,000,000
and $26,000,000 and construction notes increased approximately $20,000,000 and
$26,000,000, respectively. For the year ended March 31, 1993, there was also an
increase in assets due to capital contributions which were not fully expended.
For the year ended March 31, 1993, minority interest increased approximately
$7,000,000 due to capital contributions from local general partners.

Cash Distributions

The Partnership has made no distributions to the BACs holders as of March
31, 1996.

-8-


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

Liquidity and Capital Resources

The Partnership's primary source of funds include (i) working capital
reserves and interest earned thereon, and (ii) cash distributions from the
operations of the Local Partnerships. All these sources of funds are available
to meet obligations of the Partnership.

The Partnership received $76,786,000 in Gross Proceeds from the sale of
BACs pursuant to a public offering, resulting in net proceeds available for
investment, after volume discounts, establishment of a working capital reserve,
payment of sales commissions, acquisition fees and expenses, and offering
expenses, of $61,400,000.

As of March 31, 1996, the Partnership has invested approximately
$59,710,000 (not including acquisition fees of approximately $4,500,000) of net
proceeds in twenty-eight Local Partnerships of which approximately $1,310,000
remains to be paid to the Local Partnerships (which is being held in escrow) as
certain benchmarks, such as occupancy level, must be attained prior to the
release of the funds. During the year ended March 31, 1996, $346,000 was paid
from escrow. The Partnership does not intend to acquire additional properties,
however, the Partnership may be required to fund potential purchase price
adjustments based on tax credit adjustor clauses.

Cash and cash equivalents of the Partnership and its twenty-eight
consolidated subsidiary partnerships decreased approximately $2,433,000 during
the year ended March 31, 1996. This decrease was primarily due to acquisitions
of property and equipment ($902,000), principal repayments of mortgage notes
($1,792,000), a net decrease in due to local general partners and affiliates
relating to investing and financing activities ($294,000) and a decrease in
capitalization of consolidated subsidiaries attributable to minority interest
($462,000) which exceeded cash provided by operating activities ($1,095,000).
Included in the adjustments to reconcile the net loss to cash flow from
operations is depreciation and amortization of approximately $6,184,000.

An original working capital reserve of approximately $1,536,000 (2% of
Gross Proceeds raised) was established from the Partnerships's funds available
for investment. The working capital reserve at March 31, 1996 and 1995 was
approximately $365,000 and $506,000, respectively, which includes amounts which
may be required for the potential purchase price adjustments based on tax credit
adjustor clauses.

Cash distributions received from the Local Partnerships remain relatively
immaterial. Distributions of approximately $58,590, $2,930 and $53,980 were
received during the years ended March 31, 1996, 1995, and 1994, respectively.
However, management expects that the distributions received from the Local
Partnerships will increase, although not to a level sufficient to permit
providing cash distributions to BACs holders. These distributions as well as the
working capital reserves referred to in the above paragraph will be used to meet
the operating expenses of the Partnership.

The Partnership has negotiated Operating Deficit Guaranty Agreements with
all Local Partnerships by which the general partners of the Local Partnerships
have agreed to fund operating deficits for a specified period of time. The terms
of the Operating Deficit Guaranty Agreements vary for each Local Partnership,
with maximum dollar amounts to be funded for a specified period of time,
generally three years, commencing on the break-even date. The gross amount of
the Operating Deficit Guarantees aggregates approximately $8,366,000, of which
$200,000, $0, and $0 had expired as of March 31, 1996, 1995, and 1994,
respectively. As of March 31, 1996, 1995, and 1994, approximately $824,000,
$799,000, and $799,000, respectively, had been funded by the Local General
Partners to meet such obligations, which includes amounts held in escrow by the
Local Partnerships. All operating deficit guarantees expire within the next
three years. Management does not expect a material impact on liquidity, based on
prior years' fundings.

-9-


In addition, several Local Partnerships have Rent-Up Guaranty Agreements,
by which the Local General Partner agrees to pay liquidating damages if
predetermined occupancy rates are not achieved. The gross amount of these
guarantees is approximately $470,000, none of which have expired as of March 31,
1996. As of March 31, 1996, there have not been any fundings under these
Guaranty Agreements. All rental guarantees expire within the next three years.
Management does not expect a material impact on liquidity, based on prior years'
fundings.

Both the Operating Deficit Guaranty Agreements and the Rent-Up Guaranty
Agreements were negotiated to protect the Partnership's interest in the Local
Partnerships and to provide incentive to the Local General Partners to generate
positive cash flow.

HUD recently released the American Community Partnerships Act (the "ACPA").
The ACPA is HUD's blueprint for providing for the nation's housing needs in an
era of static or decreasing budget authority.

Two key proposals in the ACPA that could affect the Local Partnerships are:
a discontinuation of project based Section 8 subsidy payments and an attendant
reduction in debt on properties that were supported by the Section 8 payments.

The ACPA calls for a transition during which the project based Section 8
would be converted to a tenant based voucher system. Any FHA insured debt would
then be "marked-to-market", that is revalued in light of the reduced income
stream, if any.

Several industry sources have already commented to HUD and Congress that in
the event the ACPA were fully enacted in its present form the reduction in
mortgage indebtedness would be considered taxable income to limited partners in
the Partnership. Legislative relief has been proposed to exempt
"marked-to-market" debt from cancellation of indebtedness income treatment.

As discussed more fully in Results of Operations of Certain Local
Partnerships, an investigation is being conducted into the propriety and
accuracy of Section 8 Housing Assisted Payments ("HAP") rent subsidies claimed
by Rolling Green Associates, L.P. ("Rolling Green.") under its HAP Contract.
Since the maximum loss the Partnership would be liable for is its net investment
the Local Partnership, the resolution of the existing contingency is not
anticipated to impact future results of operations, liquidity or financial
condition in a material way.

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 for laws that have not yet been adopted. The portfolio is diversified by the
location of the properties around the United States so that if one area of the
country is experiencing downturns in the economy, the remaining properties in
the portfolio may be experiencing upswings. However, the geographic
diversification of the portfolio may not protect against a general downturn in
the national economy. The Partnership has fully invested the proceeds of its
offering in 28 local partnerships, all of which fully have their tax credits in
place. The tax credits are attached to the project for a period of ten years,
and are transferable with the property during the remainder of the ten year
period. If trends in the real estate market warranted the sale of a property,
the remaining tax credits would transfer to the new owner; thereby adding
significant value to the property on the market, which are not included in the
financial statement carrying amount.

Results of Operations

Property and equipment are carried at the lower of depreciated cost or
estimated amounts recoverable through future operations and ultimate disposition
of the property. Cost includes the purchase price, acquisition fees and
expenses, and any other costs incurred in acquiring the properties. A provision
for loss on impairment of assets is recorded when estimated amounts recoverable
through future operations and sale of the property on an undiscounted basis are
below depreciated cost. Property investments themselves are reduced to estimated
fair value (generally using discounted cash flows) when the property is
considered to be impaired and the depreciated cost exceeds estimated fair value.
Through March 31, 1996, the Partnership has not recorded any provisions for loss
on impairment of assets or reductions to estimated fair value.

-10-


In March 1995, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 121, "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed
Of". Under SFAS No. 121, the Company is required to review long-lived assets and
certain identifiable intangibles for impairment whenever events or changes in
circumstances indicate that the book value of an asset may not be recoverable.
An impairment loss should be recognized whenever the review demonstrates that
the book value of a long-lived asset is not recoverable.

Effective April 1, 1996, the Partnership intends to adopt SFAS No. 121,
consistent with the required adoption period. The Partnership does not expect
the implementation to have a material impact on its financial condition or its
future results of operations.

The following is a summary of the results of operations of the Partnership
for the years ended March 31, 1996, 1995, and 1994 (the 1995, 1994, and 1993
Fiscal Years, respectively.)

The net loss for the 1995, 1994, and 1993 Fiscal Years totaled $4,882,294,
$3,755,228, and $2,500,188, respectively.

The Partnership and BACs holders will begin to recognize Housing Tax
Credits with respect to a Property when the Credit Period for such Property
commences. Because of the time required for the acquisition, completion and
rent-up of Properties, it is expected that the amount of Tax Credits per BAC
will gradually increase over the first three years of the Partnership. Housing
Tax Credits not recognized in the first three years will be recognized in the
11th through 13th years. The Partnership generated $11,969,116, $9,809,218, and
$5,503,469 Housing Tax Credits and $0, $0, and $3,756,773 Historic Tax Credits
during the 1995, 1994 and 1993 tax years, respectively.

1995 vs. 1994

The Partnership's results of operations for the 1995 and 1994 Fiscal Years
consisted primarily of the results of the Partnership's investment in the
twenty-eight Local Partnerships. The majority of Local Partnership income
continues to be in the form of rental income with the corresponding expenses
being divided among operations, depreciation and mortgage interest.

Rental income increased approximately 8% for the 1995 Fiscal Year as
compared to the 1994 Fiscal Year primarily due to income earned from one
additional Local Partnership in the 1995 Fiscal Year which was under
construction during the 1994 Fiscal Year and an increase in another Local
Partnership which was not rented up until the last quarter of the 1994 Fiscal
Year.

Other income decreased approximately $259,000 for the 1995 Fiscal Year as
compared to the 1994 Fiscal Year. Part of this decrease was due to two Local
Partnerships each having received proceeds from insurance claims (relating to
fire) during the 1994 Fiscal Year. The decrease was also the result of payments
by the Partnership, as well as from cash held in escrow, to the Local
Partnerships (which were subsequently used to fund payments to the Local General
Partners) which resulted in lower interest income during the 1995 Fiscal Year.

Total expenses not including repairs and maintenance, operating and other,
and financial expenses increased approximately 5% for the 1995 Fiscal Year as
compared to the 1994 Fiscal Year.

Repairs and maintenance increased approximately $349,000 for the 1995
Fiscal Year as compared to the 1994 Fiscal Year primarily due to four Local
Partnerships addressing the physical needs of their properties. Two Local
Partnerships repainted the exterior and replaced doors, repaired roofing and had
interior painting done for individual units as needed. Another Local Partnership
installed new security and fire doors on all units and replaced windows as
needed. The fourth Local Partnership was under construction in the 1994 Fiscal
Year and therefore incurred more repairs and maintenance expenses in the 1995
Fiscal Year.

-11-


Operating expenses increased approximately $196,000 for the 1995 Fiscal
Year as compared to the 1994 Fiscal Year primarily due to an increase in
utilities at four Local Partnerships, one of which was the result of credits
received in the 1994 Fiscal Year for overcharges in the prior year.

Financial expenses increased approximately $1,054,000 for the 1995 Fiscal
Year as compared to the 1994 Fiscal Year primarily due to increases at two Local
Partnerships which were under construction during part of the 1994 Fiscal Year
as well as an underaccrual of interest at another Local Partnership at December
31, 1994.

1994 vs 1993

The Partnership's results of operations for the 1994 and 1993 Fiscal Years
consisted primarily of (1) $57,000 and $303,000, respectively, of tax-exempt
interest income earned on funds not currently invested in Local Partnerships and
(2) the results of the Partnership's investment in twenty-eight and twenty-seven
of twenty-eight Local Partnerships, respectively.

During the 1994 Fiscal Year, rental income and all categories of expenses
increased and the results of operations are not comparable due to the continued
rent up of properties. During the 1994 and 1993 Fiscal Years, one and nineteen
of the Partnership's twenty-eight and twenty-eight properties, respectively,
completed construction and were in various stages of rent up. In addition, eight
and three of the properties, respectively, had completed construction in a
previous fiscal year, but were in various stages of rent up during the current
fiscal year. Zero and one of the properties were still under construction as of
March 31, 1995 and 1994, respectively.

As of December 31, 1994, one of the twenty-eight properties had a
construction loan with a commitment for permanent financing. As of May 1, 1995,
construction has been completed on all of the Partnership's twenty-eight
properties. Occupancy rates as of May 1, 1995 varied from 88% to 100%.

Results of Operations of Certain Local Partnerships

Rolling Green Associates, L.P. ("Rolling Green")

In October 1993, certain Federal Grand Jury subpoenas were served upon
employees of Rolling Green and upon Rolling Green's management agent as
custodian of records. The subpoenas are part of a United States Attorney and
Federal Grand Jury investigation into the propriety and accuracy of Section 8
Housing Assistance Payments ("HAP") rent subsidies claimed by Rolling Green
under its HAP Contract. The investigation dates back to mid 1993. Upon receiving
its subpoena, the management agent promptly turned over the requested records.
The management agent conducted its own investigation which has resulted in the
discovery of tenancies which were incorrectly reported on earlier HAP subsidy
vouchers. On its December 1993 and January 1994 HAP subsidy vouchers, Rolling
Green returned to New York State Housing Finance Agency (the HAP contract
administrator) adjustments in the approximate net amount of $91,000 to correct
the previously incorrectly reported tenancies. Rolling Green believes the
adjustments as filed are accurate and complete. However, because the matter is
ongoing, no estimate can be made of any further adjustments deemed appropriate
by the United States Attorney or New York State Housing Finance Agency. The
United States Attorney for the Northern District of New York has advised of his
intent to pursue a civil action seeking undetermined penalties and damages.

The Partnership's investment in this subsidiary partnership was
approximately $2,883,000 and $3,052,000 at March 31, 1996 and 1995,
respectively. The minority interest balance was $0 at March 31, 1996 and 1995.
The net loss after minority interest for this subsidiary partnership amounted to
approximately $169,000, $329,000 and $90,000 for the years ended March 31, 1996,
1995, and 1994, respectively.

Other

The Partnership's investment as a limited partner in the Local Partnerships
is subject to the risks incident to the potential losses arising from management
and ownership of improved real estate. The Partnership's investments also could
be adversely affected by poor economic conditions, generally, which could
increase vacancy

-12-


levels and rental payment defaults and by increased operating expenses, any or
all of which could threaten the financial viability of one or more of the Local
Partnerships.

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

The Local Partnerships are impacted by inflation in several ways. Inflation
allows for increases in rental rates generally to reflect the impact of higher
operating and replacement costs. Inflation also affects the Local Partnerships
adversely by increasing operating costs, such as fuel, utilities and labor.


Item 8. Financial Statements and Supplementary Data.

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

Independent Auditors' Report 14

Balance Sheets at March 31, 1996 and 1995 92

Statements of Operations for the Years Ended
March 31, 1996, 1995 and 1994 93

Statements of Changes in Partners' Capital for
the Years Ended March 31, 1996, 1995 and 1994 94

Statements of Cash Flows for the Years Ended
March 31, 1996, 1995 and 1994 95

Notes to Financial Statements 97


-13-


[Letterhead of Trien, Rosenberg, Felix, Rosenberg, Barr & Weinberg, LLP]


INDEPENDENT AUDITORS' REPORT

To the Partners of
Independence Tax Credit Plus L.P. and Subsidiaries
(A Delaware Limited Partnership)

We have audited the consolidated balance sheets of Independence Tax Credit Plus
L.P. and Subsidiaries (a Delaware Limited Partnership) as of March 31, 1996 and
1995 and the related consolidated statements of operations, changes in partners'
capital and cash flows for the years ended March 31, 1996, 1995 and 1994 (the
1995, 1994 and 1993 Fiscal Years). These financial statements are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits. We did not audit
the financial statements for twenty-eight (1995, 1994 and 1993 Fiscal Years)
subsidiary partnerships whose losses aggregated $4,001,728, $2,665,705 and
$1,512,306 for the 1995, 1994 and 1993 Fiscal Years, respectively, and whose
assets constituted 99% and 98% of the Partnership's assets at March 31, 1996 and
1995, respectively, presented in the accompanying consolidated financial
statements. The financial statements for twenty-eight (1995, 1994 and 1993
Fiscal Years) of these subsidiary partnerships were audited by other auditors
whose reports thereon have been furnished to us and our opinion expressed
herein, insofar as it relates 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 audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that out 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 consolidated financial statements referred to in the
first paragraph present fairly, in all material respects, the financial position
of Independence Tax Credit Plus L.P. and Subsidiaries at March 31, 1996 and 1995
and the results of their operations and their cash flows for the years ended
March 31, 1996, 1995 and 1994 in conformity with generally accepted accounting
principles.


/s/ Trien, Rosenberg, Felix,
Rosenberg, Barr, & Weinberg, LLP

TRIEN, ROSENBERG, FELIX,
ROSENBERG, BARR, & WEINBERG, LLP

New York, New York
June 27, 1996



[KPMG PEAT MARWICK LLP-LETTERHEAD]


Independent Auditors' Report

The Partners
Harbor Court Limited Partnership:

We have audited the accompanying balance sheets of Harbor Court Limited
Partnership as of December 31, 1995 and 1994, and the related statements of
operations, changes in partners' capital, and cash flows for the years then
ended. These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Harbor Court Limited
Partnership as of December 31, 1995 and 1994, and the results of its operations
and its cash flows for the years then ended in conformity with generally
accepted accounting principles.


/s/ KPMG PEAT MARWICK LLP

January 31, 1996


[KPMG PEAT MARWICK LLP-LETTERHEAD]


Independent Auditors' Report


The Partners
Harbor Court Limited Partnership:

We have audited the accompanying balance sheets of Harbor Court Limited
Partnership as of December 31, 1994 and 1993, and the related statements of
operations, changes in partners' capital, and cash flows for the years then
ended. These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based an our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Harbor Court Limited
Partnership as of December 31, 1994 and 1993, and the results of its operations
and its cash flows for the years then ended in conformity with generally
accepted accounting principles.


/s/ KPMG PEAT MARWICK LLP

February 3, 1995

[Letterhead of Crews and Company]


May 30, 1996


To the Partners
Old Public Limited Partnership
512 Hood Lakes Road
Lawrenceberg, Tennessee 38464

We have audited the accompanying balance sheet of Old Public Limited
Partnership, (a partnership) as of December 31, 1995, and the related statements
of operations, partners capital and cash flows for the year then ended. These
financial statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Old Public Limited Partnership,
as of December 31, 1995, and the results of its operations and its cash flows
for the year then ended in conformity with generally accepted accounting
principles.


Crews and Company


[CREWS AND COMPANY-LETTERHEAD]


March 6, 1995


To the Partners
Old Public Limited Partnership
512 Hood Lakes Road
Lawrenceburg, Tennessee 38464

We have audited the accompanying balance sheet of Old Public Limited
Partnership, (a partnership) as of December 31, 1994, and the related statements
of operations, partners' capital and cash flows for the year then ended. These
financial statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Old Public Limited Partnership,
as of December 31, 1994, and the results of its operations and its cash flows
for the year then ended in conformity with generally accepted accounting
principles.

/s/ CREWS AND COMPANY



[ROBBINS, CREWS AND COMPANY-LETTERHEAD]


Independent Auditor's Report


To the Partners
Old Public Limited Partnership
512 Hood Lakes Road
Lawrenceburg, Tennessee 18464

We have audited the accompanying balance sheet of Old Public Limited
Partnership, (a partnership) as of December 31, 1993, and the related statements
of operations, partners capital and cash flows for the year then ended. These
financial statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Old Public Limited Partnership,
as of December 31, 1993, and the results of its operations and its cash flows
for the year then ended in conformity with generally accepted accounting
principles.


/s/ ROBBINS, CREWS AND COMPANY
Certified Public Accountants, P.C.

Robbins, Crews and Company
Certified Public Accountants, P.C.

February 24, 1994


[MACK, ROBERTS & COMPANY, L.L.C.-LETTERHEAD]


INDEPENDENT AUDITOR'S REPORT

The Partners
Lancaster Terrace Limited Partnership
Salem, Oregon

We have audited the balance sheet of Lancaster Terrace Limited Partnership as of
December 31, 1995, and the related statements of operations, changes in
partners' capital, and cash flows for the year then ended. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audit. The financial statements of Lancaster Terrace Limited Partnership as
of December 31, 1994, were audited by other auditors whose report dated February
20, 1995, expressed an unqualified opinion on those statements.

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

In our opinion, the 1995 financial statements referred to above present fairly,
in all material respects, the financial position of Lancaster Terrace Limited
Partnership as of December 31, 1995, and the results of its operations and its
cash flows for the year then ended in conformity with generally accepted
accounting principles.


/s/ MACK, ROBERTS & CO.

MACK, ROBERTS & CO., L.L.C.

February 22, 1996




[MERINA MCCOY GERRITZ, P.C.-LETTERHEAD]


INDEPENDENT AUDITORS' REPORT


To the Partners
of Lancaster Terrace Limited Partnership

We have audited the accompanying balance sheets of Lancaster Terrace Limited
Partnership as of December 31, 1994 and 1993, and the related statements of
operations, changes in partners' capital, and cash flows for the years then
ended. These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Lancaster Terrace Limited
Partnership as of December 31, 1994 and 1993, and the results of its operations
and its cash flows for the years then ended, in conformity with generally
accepted accounting principles.


/s/ MERINA MCCOY GERRITZ

Merina McCoy Gerritz, CPA's, P.C.
February 20, 1995



[PAILET, MEUNIER AND LEBLANC, L.L.P.-LETTERHEAD]


INDEPENDENT AUDITOR'S REPORT

To the Partners
of 655 North Street Limited Partnership
New Orleans, Louisiana:

We have audited the accompanying balance sheet of HUD Project No. 064-12001 of
the 655 North Street Limited Partnership, as of December 31, 1995, and the
related statements of profit and loss, changes in partners' equity, and cash
flows for the year then ended. These financial statements are the responsibility
of the Partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of 655 North Street Limited
Partnership, HUD Project No. 064-12001, as of December 31, 1995, and the results
of its operations, changes in partners' equity and its cash flows for the year
then ended in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards and the Consolidated Audit
Guide for Audits of HUD Programs issued by the U.S. Department of Housing and
Urban Development, we have also issued a report dated February 14, 1996, on our
consideration of 655 North Street Limited Partnership's internal control
structure and a report dated February 14, 1996, on its compliance with specific
requirements applicable to major HUD programs.


Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplementary
information shown on pages 20 to 28 is presented for purposes of additional
analysis and is not a required part of the basic financial statements of the
Partnership. Such information has been subjected to the auditing procedures
applied in the audit of the basic financial statements and, in our opinion, is
fairly stated in all material respects in relation to the basic financial
statements taken as a whole.


/s/ PAILET, MEUNIER AND LEBLANC, L.L.P.

Metairie, Louisiana
February 14, 1996


[PAILET, MEUNIER AND LEBLANC, L.L.P-LETTERHEAD]


INDEPENDENT AUDITORS' REPORT


To the Partners
of 655 North Street Limited Partnership
New Orleans, Louisiana:

We have audited the accompanying balance sheet of HUD Project No. 064-12001 of
the 655 North Street Limited Partnership, as of December 31, 1994, and the
related statements of profit and loss, partners' equity, and cash flows for the
year then ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of 655 North Street Limited
Partnership, HUD Project No. 064-12001, as of December 31, 1994, and the results
of its operations and its cash flows for the year then ended in conformity with
generally accepted accounting principles.

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


/s/ PAILET, MEUNIER AND LEBLANC

Metairie, Louisiana
January 27, 1995


[PAILET, MEUNIER AND LEBLANC, L.L.P-LETTERHEAD]


INDEPENDENT AUDITORS' REPORT


To the Partners
of 655 North Street Limited Partnership
New Orleans, Louisiana:

We have audited the accompanying balance sheet of HUD Project No. 064-12001 of
the 655 North Street Limited Partnership, as of December 31, 1993, and the
related statements of profit and loss, partners' equity, and cash flows for the
year then ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of 655 North Street Limited
Partnership, HUD Project No. 064-12001, as of December 31, 1993, and the results
of its operations and its cash flows for the year then ended in conformity with
generally accepted accounting principles.

Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. Supplemental data is presented for
purposes of additional analysis and is not a required part of the basic
financial statements. The supplemental data has been subjected to the auditing
procedures applied in the


audit of the basic financial statements and, in our opinion, is fairly stated in
all material respects in relation to the basic financial statements taken as a
whole.


/s/ PAILET, MEUNIER AND LEBLANC

Metairie, Louisiana
February 8, 1994



[J.H. WILLIAMS & CO., LLP-LETTERHEAD]


INDEPENDENT AUDITORS' REPORT


To the Partners of
Landreth Venture (a Limited Partnership)
Philadelphia, Pennsylvania

We have audited the accompanying balance sheets of Landreth Venture (a Limited
Partnership) as of December 31, 1995 and 1994 and the related statements of
income, changes in partners' equity and cash flows for the years then ended.
These financial statements are the responsibility of the Partnership's general
partners and contracted management agent. Our responsibility is to express an
opinion on these financial statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Landreth Venture (a Limited
Partnership) at December 31, 1995 and 1994, and the results of its operations,
changes in partners' equity and cash flows for the years then ended in
conformity with generally accepted accounting principles.


/s/ J.H. WILLIAMS & CO., LLP

Kingston, Pennsylvania
February 9, 1996


[J.H. WILLIAMS & CO.-LETTERHEAD]


INDEPENDENT AUDITORS' REPORT


To the Partners of
Landreth Venture (a Limited Partnership)
Philadelphia, Pennsylvania


We have audited the accompanying balance sheets of Landreth Venture (a Limited
Partnership) as of December 31, 1994 and 1993 and the related statements of
income, changes in partners' equity and cash flows for the years then ended.
These financial statements are the responsibility of the partnership's general
partners and contracted management agent. Our responsibility is to express an
opinion on these financial statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Landreth Venture (a Limited
Partnership) at December 31, 1994 and 1993, and the results of its operations,
changes in partners' equity and cash flows for the years then ended in
conformity with generally accepted accounting principles.


/s/ J.H. WILLIAMS & CO.

Kingston, Pennsylvania
February 9, 1995



[REZNICK FEDDER & SILVERMAN-LETTERHEAD]


INDEPENDENT AUDITORS' REPORT

To the Partners
Homestead Apartments Associates, Ltd.

We have audited the accompanying balance sheets of Homestead Apartments
Associates, Ltd., as of December 31, 1995 and 1994, and the related statements
of operations, partners' capital and cash flows for the years then ended. These
financial statements are the responsibility of the partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Homestead Apartments
Associates, Ltd. as of December 31, 1995 and 1994 and the results of its
operations and its cash flows for the years then ended, in conformity with
generally accepted accounting principles.


/s/ REZNICK FEDDER & SILVERMAN
/s/ REZNICK FEDDER & SILVERMAN

Charlotte, North Carolina
January 19, 1996



[REZNICK FEDDER & SILVERMAN-LETTERHEAD]


INDEPENDENT AUDITORS' REPORT

To the Partners
Homestead Apartments Associates, Ltd.

We have audited the accompanying balance sheet of Homestead Apartments
Associates, Ltd., as of December 31, 1994, and the related statements of
operations, partners' capital and cash flows for the year ended December 31,
1994. These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Homestead Apartments
Associates, Ltd. as of December 31, 1994 and the results of its operations and
its cash flows for the year ended December 31, 1994, in conformity with
generally accepted accounting principles.


/s/ REZNICK FEDDER & SILVERMAN
/s/ REZNICK FEDDER & SILVERMAN

Charlotte, North Carolina
January 19, 1995


[REZNICK FEDDER & SILVERMAN-LETTERHEAD]


Independent Auditors' Report


To the Partners
Homestead Apartments Associates, Ltd.

We have audited the accompanying balance sheet of Homestead Apartments
Associates, Ltd., as of December 31, 1993, and the related statement of
earnings, partners' capital and cash flows for the year ended December 31, 1993.
These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Homestead Apartments
Associates, Ltd. as of December 31, 1993 and the results of its operations and
its cash flows for the year ended December 31, 1993, in conformity with
generally accepted accounting principles.


/s/ REZNICK FEDDER & SILVERMAN
/s/ REZNICK FEDDER & SILVERMAN

Charlotte, North Carolina
January 26, 1994




[REZNICK FEDDER & SILVERMAN-LETTERHEAD]


INDEPENDENT AUDITORS' REPORT


To the Partners
Bethel Villa Associates, L.P.

We have audited the accompanying balance sheets of Bethel Villa Associates,
L.P. as of December 31, 1995 and 1994, and the related statements of profit and
loss (on HUD Form No. 92410), partners' equity and cash flows for the years then
ended. These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financia1
statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Bethel Villa Associates,
L.P. as of December 31, 1995 and 1994, and the results of its operations, the
changes in partners' equity and cash flows for the years then ended, in
conformity with generally accepted accounting principles.




Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages 27
through 32 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. Such information has been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.

In accordance with Government Auditing Standards, we have also issued
reports dated January 27, 1996 on our consideration of Bethel Villa Associates,
L.P.'s internal control structure and on its compliance with specific
requirements applicable to major DSHA programs, affirmative fair housing, and
laws and regulations applicable to the financial statements.


/s/ REZNICK FEDDER & SILVERMAN

Bethesda, Maryland Federal Employer
January 27, 1996 Identification Number:
52-1088612

Audit Principal: Lester A. Kanis



[REZNICK FEDDER & SILVERMAN-LETTERHEAD]


INDEPENDENT AUDITORS' REPORT


To the Partners
Bethel Villa Associates, L.P.

We have audited the accompanying balance sheets of Bethel Villa Associates,
L.P. as of December 31, 1994 and 1993, and the related statements of profit and
loss (on HUD Form No. 92410), partners' equity and cash flows for the years then
ended. These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Bethel Villa Associates,
L.P. as of December 31, 1994 and 1993, and the results of its operations, the
changes in partners' equity and cash flows for the years then ended, in
conformity with generally accepted accounting principles.




Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages 27
through 32 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. Such information has been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.


/s/ REZNICK FEDDER & SILVERMAN

Bethesda, Maryland Federal Employer
January 31, 1995 Identification Number:
52-1088612

Audit Principal: Lester A. Kanis



[SHORE, AVRACH & COMPANY, P.C.-LETTERHEAD]


Independent Auditor's Report on Basic Financial
Statements and Supplemental Data


To the Partners
West Diamond Street Associates
Marlton, New Jersey

We have audited the accompanying balance sheets of West Diamond Street
Associates T/A Sedgley Park Apartments (A Pennsylvania Limited Partnership), as
of December 31, 1995 and 1994, and the related statements of profit and loss,
partners' capital and cash flows for the years then ended. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of West Diamond Street
Associates T/A Sedgley Park Apartments as of December 31, 1995 and 1994, and the
results of its operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles. The supplemental data
included in this report (reflected on pages 18 through 24) has been subjected to
the same auditing procedures applied in the audits of the basic financial
statements and, in our opinion, is presented fairly in all material respects in
relation to the basic financial statements taken as a whole.

In accordance with Government Auditing Standards, we have also issued the
following reports dated January 29, 1996 concerning West Diamond Street
Associates T/A Sedgley Park Apartments (1) on the internal control structure and
(2) on compliance with applicable laws and regulations.


/s/ SHORE, AVRACH & COMPANY, P.C.
Certified Public Accountants

January 29, 1996



[SHORE, AVRACH & COMPANY, P.C.-LETTERHEAD]


Independent Auditor's Report on Basic
Financial Statements and Supplemental Data

To the Partners
West Diamond Street Associates
Philadelphia, Pennsylvania


We have audited the accompanying balance sheet of West Diamond Street
Associates T/A Sedgley Park Apartments (A Pennsylvania Limited Partnership), as
of December 31, 1994 and 1993, and the related statements of profit and loss,
partners' capital and cash flows for the years then ended. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of West Diamond Street
Associates T/A Sedgley Park Apartments as of December 31, 1994 and 1993, and the
results of its operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles. The supplemental data
included in this report (reflected on pages 19 through 25) has been subjected to
the same auditing procedures applied in the audits of the basic financial
statements and, in our opinion, is presented fairly in all material respects in
relation to the basic financial statements taken as a whole.


/s/ SHORE, AVRACH & COMPANY, P.C.
Certified Public Accountants

February 10, 1995



[J. H. WILLIAMS & CO., LLP-LETTERHEAD]


INDEPENDENT AUDITORS' REPORT


To the Partners of
Susquehanna Partners (a Limited Partnership)
Philadelphia, Pennsylvania

We have audited the accompanying balance sheets of Susquehanna Partners (a
Limited Partnership) as of December 31, 1995 and 1994 and the related statements
of income, changes in partners' equity and cash flows for the years then ended.
These financial statements are the responsibility of the Partnership's general
partner and contracted management agent. Our responsibility is to express an
opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Susquehanna Partners (a Limited
Partnership) at December 31, 1995 and 1994, and its results of operations,
changes in partners' equity and cash flows for the years then ended in
conformity with generally accepted accounting principles.


/s/ J. H. WILLIAMS & CO., LLP

Kingston, Pennsylvania
February 12, 1996




[J. H. WILLIAMS & CO.-LETTERHEAD]


INDEPENDENT AUDITORS' REPORT


To the partners of
Susquehanna Partners (a Limited Partnership)
Philadelphia, Pennsylvania

We have audited the accompanying balance sheets of Susquehanna Partners (a
Limited Partnership) as of December 31, 1994 and 1993 and the related statements
of income, changes in partners' equity and cash flows for the years then ended.
These financial statements are the responsibility of the Partnership's general
partner and contracted management agent. Our responsibility is to express an
opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Susquehanna Partners (a Limited
Partnership) at December 31, 1994 and 1993, and its results of operations,
changes in partners' equity and cash flows for the years then ended in
conformity with generally accepted accounting principles.


/s/ J. H. WILLIAMS & CO.

Kingston, Pennsylvania
February 13, 1995




[ROBERT ERCOLINI & COMPANY-LETTERHEAD]


INDEPENDENT AUDITOR'S REPORT


To the Partners of
Boston Bay Limited Partnership
Boston, Massachusetts

We have audited the accompanying balance sheet of Boston Bay Limited Partnership
(a Massachusetts Limited Partnership), MHFA Project No. 70-071-R as of December
31, 1995, and the related statements of operations, partners' capital, and cash
flows for the year then ended. These financial statements are the responsibility
of the Partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Boston Bay Limited Partnership
as of December 31, 1995, and the results of its operations, changes in partners'
capital, and its cash flows for the year then ended in conformity with generally
accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued a report
dated January 26, 1996 on our consideration of Boston Bay Limited Partnership's
internal control structure, a report dated January 26, 1996 on its compliance
with laws and regulations, and reports dated January 26, 1996 on its compliance
with specific requirements applicable to HUD programs.

Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The additional information included in this report
(shown on pages 13 through 26) is presented for the purpose of additional
analysis and to comply with reporting requirements of the Massachusetts Housing
Finance Agency and is not a required part of the basic financial statements.
Such information has been subjected to the auditing procedures applied in the
audit of the basic financial statements and, in our opinion, is fairly stated in
all material respects in relation to the basic financial statements taken as a
whole.


/s/ ROBERT ERCOLINI & COMPANY

January 26, 1996




[ROBERT ERCOLINI & COMPANY-LETTERHEAD]


INDEPENDENT AUDITOR'S REPORT


To the Partners of
Boston Bay Limited Partnership
Boston, Massachusetts

We have audited the accompanying balance sheet of Boston Bay Limited Partnership
(a Massachusetts Limited Partnership), MHFA Project No. 70-071-R as of December
31, 1994, and the related statements of operations, partners' capital, and cash
flows for the year then ended. These financial statements are the responsibility
of the Partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Boston Bay Limited Partnership
as of December 31, 1994, and the results of its operations, changes in partners'
capital, and its cash flows for the year then ended in conformity with generally
accepted accounting principles.

Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The additional information included in this report
(shown on pages 13 through 26) is presented for the purpose of additional
analysis and to comply with reporting requirements of the Massachusetts Housing
Finance Agency and is not a required part of the basic financial statements.
Such information has been subjected to the auditing procedures applied in the
audit of the basic financial statements and, in our opinion, is fairly stated in
all material respects in relation to the basic financial statements taken as a
whole


/s/ ROBERT ERCOLINI & COMPANY

February 5, 1995



[ROBERT ERCOLINI & COMPANY-LETTERHEAD]


INDEPENDENT AUDITOR'S REPORT


To the Partners of
Boston Bay Limited Partnership
Boston, Massachusetts

We have audited the accompanying balance sheet of Boston Bay Limited Partnership
(a Massachusetts Limited Partnership), MHFA Project No. 70-071-R as of December
31, 1993, and the related statements of operations, partners' capital, and cash
flows for the year then ended. These financial statements are the responsibility
of the Partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Boston Bay Limited Partnership
as of December 31, 1993, and the results of its operations, changes in partners'
capital, and its cash flows for the year then ended in conformity with generally
accepted accounting principles.

Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The additional information included in this report
(shown on pages 14 through 27) is presented for the purpose of additional
analysis and to comply with reporting requirements of the Massachusetts Housing
Finance Agency and is not a required part of the basic financial statements.
Such information has been subjected to the auditing procedures applied in the
audit of the basic financial statements and, in our opinion, is fairly stated in
all material respects in relation to the basic financial statements taken as a
whole


/s/ ROBERT ERCOLINI & COMPANY

February 15, 1994



[ROBERT ERCOLINI & COMPANY-LETTERHEAD]


INDEPENDENT AUDITOR'S REPORT


To the Partners of
Morrant Bay Limited Partnership
Boston, Massachusetts

We have audited the accompanying balance sheet of Morrant Bay Limited
Partnership (a Massachusetts Limited Partnership), MHFA Project No. 70-095-R as
of December 31, 1995, and the related statements of operations, partners'
capital, and cash flows for the year then ended. These financial statements are
the responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Morrant Bay Limited Partnership
as of December 31, 1995, and the results of its operations, changes in partners'
capital, and its cash flows for the year then ended in conformity with generally
accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued a report
dated January 29, 1996 on our consideration of Morrant Bay Limited Partnership's
internal control structure, a report dated January 29, 1996 on its compliance
with laws and regulations, and reports dated January 29, 1996 on its compliance
with specific requirements applicable to HUD programs.

Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The additional information included in this report
(shown on pages 14 through 27) is presented for the purpose of additional
analysis and to comply with reporting requirements of the Massachusetts Housing
Finance Agency and is not a required part of the basic financial statements.
Such information has been subjected to the auditing procedures applied in the
audit of the basic financial statements and, in our opinion, is fairly stated in
all material respects in relation to the basic financial statements taken as a
whole.


/s/ ROBERT ERCOLINI & COMPANY

January 29, 1996
(February 26, 1996
as to Note 14)




[ROBERT ERCOLINI & COMPANY-LETTERHEAD]


INDEPENDENT AUDITOR'S REPORT


To the Partners of
Morrant Bay Limited partnership
Boston, Massachusetts

We have audited the accompanying balance sheet of Morrant Bay Limited
Partnership (a Massachusetts Limited Partnership), MHFA Project No. 70-095-R as
of December 31, 1994, and the related statements of income, partners' capital,
and cash flows for the year then ended. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Morrant Bay Limited Partnership
as of December 31, 1994, and the results of its operations, changes in partners'
capital, and its cash flows for the year then ended in conformity with generally
accepted accounting principles.

Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The additional information included in this report
(shown on pages 13 through 26) is presented for the purpose of additional
analysis and to comply with reporting requirements of the Massachusetts Housing
Finance Agency and is not a required part of the basic financial statements.
Such information has been subjected to the auditing procedures applied in the
audit of the basic financial statements and, in our opinion, is fairly stated in
all material respects in relation to the basic financial statements taken as a
whole.


/s/ ROBERT ERCOLINI & COMPANY

February 5, 1995





[ROBERT ERCOLINI & COMPANY-LETTERHEAD]


INDEPENDENT AUDITOR'S REPORT


To the Partners of
Morrant Bay Limited Partnership
Boston, Massachusetts


We have audited the accompanying balance sheet of Morrant Bay Limited
Partnership (a Massachusetts Limited Partnership), MHFA Project No. 70-095-R as
of December 31, 1993, and the related statements of operations, partners'
capital, and cash flows for the year then ended. These financial statements are
the responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Morrant Bay Limited Partnership
as of December 31, 1993, and the results of its operations, changes in partners'
capital, and its cash flows for the year then ended in conformity with generally
accepted accounting principles.

Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The additional information included in this report
(shown on pages 14 through 27) is presented for the purpose of additional
analysis and to comply with reporting requirements of the Massachusetts Housing
Finance Agency and is not a required part of the basic financial statements.
Such information has been subjected to the auditing procedures applied in the
audit of the basic financial statements and, in our opinion, is fairly stated in
all material respects in relation to the basic financial statements taken as a
whole.


/s/ ROBERT ERCOLINI & COMPANY

February 15, 1994



[ROBERT ERCOLINI & COMPANY-LETTERHEAD]


INDEPENDENT AUDITOR'S REPORT


To the Partners of
Hope Bay Limited Partnership
Boston, Massachusetts


We have audited the accompanying balance sheet of Hope Bay Limited Partnership
(a Massachusetts Limited Partnership), MHFA Project No. 70-168-R as of December
31, 1995, and the related statements of operations, partners' capital, and cash
flows for the year then ended. These financial statements are the responsibility
of the Partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Hope Bay Limited Partnership as
of December 31, 1995, and the results of its operations, changes in partners'
capital, and its cash flows for the year then ended in conformity with generally
accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued a report
dated January 27, 1996 on our consideration of Hope Bay Limited Partnership's
internal control structure, a report dated January 27, 1996 on its compliance
with laws and regulations, and reports dated January 27, 1996 on its compliance
with specific requirements applicable to HUD programs.

Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The additional information included in this report
(shown on pages 14 through 27) is presented for the purpose of additional
analysis and to comply with reporting requirements of the Massachusetts Housing
Finance Agency and is not a required part of the basic financial statements.
Such information has been subjected to the auditing procedures applied in the
audit of the basic financial statements and, in our opinion, is fairly stated in
all material respects in relation to the basic financial statements taken as a
whole.


/s/ ROBERT ERCOLINI & COMPANY

January 27, 1996
(February 26, 1996
as to Note 13)




[ROBERT ERCOLINI & COMPANY-LETTERHEAD]


INDEPENDENT AUDITOR'S REPORT


To the Partners of
Hope Bay Limited Partnership
Boston, Massachusetts

We have audited the accompanying balance sheet of Hope Bay Limited Partnership
(a Massachusetts Limited Partnership), MHFA Project No. 70-168-R as of December
31, 1994, and the related statements of income, partners' capital, and cash
flows for the year then ended. These financial statements are the responsibility
of the Partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Hope Bay Limited Partnership as
of December 31, 1994, and the results of its operations, changes in partners'
capital, and its cash flows for the year then ended in conformity with generally
accepted accounting principles.

Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The additional information included in this report
(shown on pages 13 through 26) is presented for the purpose of additional
analysis and to comply with reporting requirements of the Massachusetts Housing
Finance Agency and is not a required part of the basic financial statements.
Such information has been subjected to the auditing procedures applied in the
audit of the basic financial statements and, in our opinion, is fairly stated in
all material respects in relation to the basic financial statements taken as a
whole.


/s/ ROBERT ERCOLINI & COMPANY

February 24, 1995




[ROBERT ERCOLINI & COMPANY-LETTERHEAD]


INDEPENDENT AUDITOR'S REPORT


To the Partners of
Hope Bay Limited Partnership
Boston, Massachusetts

We have audited the accompanying balance sheet of Hope Bay Limited Partnership
(a Massachusetts Limited Partnership), MHFA Project No. 70-168-R as of December
31, 1993, and the related statements of operations, partners' capital, and cash
flows for the year then ended. These financial statements are the responsibility
of the Partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Hope Bay Limited Partnership as
of December 31, 1993, and the results of its operations, changes in partners'
capital, and its cash flows for the year then ended in conformity with generally
accepted accounting principles.

Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The additional information included in this report
(shown on pages 14 through 27) is presented for the purpose of additional
analysis and to comply with reporting requirements of the Massachusetts Housing
Finance Agency and is not a required part of the basic financial statements.
Such information has been subjected to the auditing procedures applied in the
audit of the basic financial statements and, in our opinion, is fairly stated in
all material respects in relation to the basic financial statements taken as a
whole.


/s/ ROBERT ERCOLINI & COMPANY

February 15, 1994



[ARMANDO A. SUAREZ o CPA-LETTERHEAD]


INDEPENDENT AUDITOR'S REPORT


To the Partners
Lares Apartments Limited Partnership

I have audited the accompanying balance sheets of Lares Apartments Limited
Partnership (FmHA Project No.: 63-034-660467896) as of December 31, 1995 and
1994, and the related statements of operations, partners' equity (deficit), and
cash flows for the year then ended. These financial statements are the
responsibility of the Partnership's management. My responsibility is to express
an opinion on these financial statements based on my audits.

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

In my opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Lares Apartments Limited
Partnership, FmHA Project No.: 63-034-660467896, as of December 31, 1995 and
1994, and the results of its operations, changes in partners' equity (deficit)
and cash flows for the years then ended in conformity with generally accepted
accounting principles.

My audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages 21
and 29 is presented for purposes of additional analysis and is not a required
part of the basic financial statements. Such information has been subjected to
the auditing procedures applied in the audits of the basic financial statements
and, in my opinion, is fairly stated in all material respects in relation to the
basic financial statements taken as a whole.


/s/ ARMANDO A. SUAREZ
Armando A. Suarez, CPA

March 14, 1996
San Juan, Puerto Rico

The stamp #1328725 of the CPA's College of
PR was affixed to the original of this report.




[ARMANDO A. SUAREZ o CPA-LETTERHEAD]


INDEPENDENT AUDITOR'S REPORT


To the Partners
Lares Apartments Limited Partnership


I have audited the accompanying balance sheets of Lares Apartments Limited
Partnership (FmHA Project No.: 63-034-660467896) as of December 31, 1994 and
1993, and the related statements of operations, partners' equity (deficit), and
cash flows for the year then ended. These financial statements are the
responsibility of the Partnership's management. My responsibility is to express
an opinion on these financial statements based on my audits.

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

In my opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Lares Apartments Limited
Partnership, FmHA Project No.: 63-034-660467896, as of December 31, 1994 and
1993, and the results of its operations, changes in partners' equity (deficit)
and cash flows for the years then ended in conformity with generally accepted
accounting principles.

My audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages 18
and 22 is presented for purposes of additional analysis and is not a required
part of the basic financial statements. Such information has been subjected to
the auditing procedures applied in the audits of the basic financial statements
and, in my opinion, is fairly stated in all material respects in relation to the
basic financial statements taken as a whole.


/s/ ARMANDO A. SUAREZ
Armando A. Suarez, CPA

January 11, 1995
San Juan, Puerto Rico

The stamp #1257841 of the CPA's College of
PR was affixed to the original of this report.




[ARMANDO A. SUAREZ o CPA-LETTERHEAD]


INDEPENDENT AUDITOR'S REPORT


To the Partners
Lajas Apartments Limited Partnership

I have audited the accompanying balance sheets of Lajas Apartments Limited
Partnership as of December 31, 1995 and 1994, and the related statements of
operations, partners' equity (deficit), and cash flows for the years then ended.
These financial statements (FmHA Project No.: 63-017-660422313) are the
responsibility of the Partnership's management. My responsibility is to express
an opinion on these financial statements based on my audits.

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

In my opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Lajas Apartments Limited
Partnership, FmHA Project No.: 63-017-660422313, as of December 31, 1995 and
1994, and the results of its operations, changes in partners' equity (deficit)
and cash flows for the years then ended in conformity with generally accepted
accounting principles.

My audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages 19
and 30 is presented for purposes of additional analysis and is not a required
part of the basic financial statements. Such information has been subjected to
the auditing procedures applied in the audits of the basic financial statements
and, in my opinion, is fairly stated in all material respects in relation to the
basic financial statements and, in my opinion, is fairly seated in all material
respects in relation to the basic financial statements taken as a whole.


/s/ ARMANDO A. SUAREZ
Armando A. Suarez, CPA

March 14, 1996
San Juan, Puerto Rico

The stamp #1328728 of the CPA's College of
PR was affixed to the original of this report.




[ARMANDO A. SUAREZ o CPA-LETTERHEAD]


INDEPENDENT AUDITOR'S REPORT


To the Partners
Lajas Apartments Limited Partnership

I have audited the accompanying balance sheets of Lajas Apartments Limited
Partnership as of December 31, 1994 and 1993, and the related statements of
operations, partners' equity (deficit), and cash flows for the years then ended.
These financial statements (FmHA Project No.: 63-017-660422313) are the
responsibility of the Partnership's management. My responsibility is to express
an opinion on these financial statements based on my audits.

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

In my opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Lajas Apartments Limited
Partnership, FmHA Project No.: 63-017-660422313, as of December 31, 1994 and
1993, and the results of its operations, changes in partners' equity (deficit)
and cash flows for the years then ended in conformity with generally accepted
accounting principles.

My audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages 18
and 22 is presented for purposes of additional analysis and is not a required
part of the basic financial statements. Such information has been subjected to
the auditing procedures applied in the audits of the basic financial statements
and, in my opinion, is fairly stated in all material respects in relation to the
basic financial statements taken as a whole.


/s/ ARMANDO A. SUAREZ
Armando A. Suarez, CPA

January 11, 1995
San Juan, Puerto Rico

The stamp #1257844 of the CPA's College of
PR was affixed to the original of this report.



[REE & KIM-LETTERHEAD]


To the Partners
Arlington - Rodeo Properties
(A California Limited Partnership)

We have audited the accompanying balance sheet of Arlington - Rodeo Properties
(A California Limited Partnership) as of December 31, 1995 and the related
statements of income, partners' equity and cash flows for the year then ended.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audit.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Arlington - Rodeo Properties as
of December 31, 1995, and the results of its operations and its cash flows for
the year then ended in conformity with generally accepted accounting principles.


/s/ REE & KIM

Los Angeles, California
February 26, 1996





[REE & KIM-LETTERHEAD]


To the Partners
Arlington - Rodeo Properties
(A California Limited Partnership)

We have audited the accompanying balance sheet of Arlington - Rodeo Properties
(A California Limited Partnership) as of December 31, 1994 and the related
statements of income, partners' equity, and cash flows for the year then ended.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audit.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Arlington - Rodeo Properties as
of December 31, 1994, and the results of its operations and its cash flows for
the year then ended in conformity with generally accepted accounting principles.


/s/ REE & KIM

Los Angeles, California
February 24, 1995




[REE & KIM-LETTERHEAD]


To the Partners
Arlington - Rodeo Properties
(A California Limited Partnership)

We have audited the accompanying balance sheet of Arlington - Rodeo Properties
(A California Limited Partnership) as of December 31, 1993 and the related
statements of income, partners' equity, and cash flows for the year then ended.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audit.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Arlington - Rodeo Properties as
of December 31, 1993, and the results of its operations and its cash flows for
the year then ended in conformity with generally accepted accounting principles.


/s/ REE & KIM

Los Angeles, California
February 25, 1994




[CORTLAND L. BROVITZ & CO., P.C.-LETTERHEAD]


INDEPENDENT AUDITORS' RETPORT


To the Partners of
Conifer Bateman Associates
(A Limited Partnership):

We have audited the accompanying balance sheets of Conifer Bateman Associates (A
Limited Partnership), as of December 31, 1995 and 1994 and the related
statements of changes in partners' capital, operations and cash flows for the
years then ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Conifer Bateman Associates (A
Limited Partnership) as of December 31, 1995 and 1994, and the results of its
operations and cash flows for the years then ended in conformity with generally
accepted accounting principles.


Respectfully Submitted,

/s/ CORTLAND L. BROVITZ & CO., P.C.

CORTLAND L. BROVITZ & CO., P.C.
Certified Public Accountants

Rochester, New York
January 21, 1996




[CORTLAND L. BROVITZ & CO., P.C.-LETTERHEAD]


INDEPENDENT AUDITORS' REPORT


To the Partners of Conifer
Bateman Associates

We have audited the accompanying balance sheets of Conifer Bateman Associates as
of December 31, 1994 and 1993 and the related statements of operations, changes
in partners' capital and cash flows for the years then ended. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Conifer Bateman Associates as
of December 31, 1994 and 1993, and the results of its operations and cash flows
for the years then ended in conformity with generally accepted accounting
principles.


Respectfully Submitted,

/s/ CORTLAND L. BROVITZ & CO., P.C.

CORTLAND L. BROVITZ & CO., P.C.
Certified Public Accountants

Rochester, New York
January 26, 1995


[MORTLAND & CO., P.C.-LETTERHEAD]


Independent Auditors' Report


To the Partners of
Hampden Hall Associates, L.P.
St. Louis, Missouri

We have audited the accompanying balance sheet of Hampden Hall Associates, L.P.,
as of December 31, 1995 and the related statements of income, partners' capital,
and cash flows for the year then ended. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on this financial statement based on our audit.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Hampden Hall Associates, L.P.,
as of December 31, 1995 and the results of its operations and its cash flows for
the year then ended in conformity with generally accepted accounting principles.


/s/ MORTLAND & CO., P.C.

February 26, 1996




[MORTLAND & CO., P.C.-LETTERHEAD]


Independent Auditors' Report


To the Partners
Hampden Hall Associates, L.P.
St. Louis, Missouri

We have audited the accompanying balance sheet of Hampden Hall Associates, L.P.,
as of December 31, 1994 and the related statements of income, partners' capital,
and cash flows for the year then ended. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on this financial statement based on our audit.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Hampden Hall Associates, L.P.,
as of December 31, 1994 and the results of its operations and its cash flows for
the year then ended in conformity with generally accepted accounting principles.


/s/ MORTLAND & CO., P.C.

February 28, 1995




[MORTLAND & CO., P.C.-LETTERHEAD]


Independent Auditors' Report


To the Partners
Hampden Hall Associates, L.P.
St. Louis, Missouri

We have audited the accompanying balance sheet of Hampden Hall Associates, L.P.,
as of December 31, 1993, and the related statements of income, partners'
capital, and cash flows for the year then ended. These financial statements are
the responsibility of the Partnership's management. Our responsibility is to
express an opinion on this financial statement based on our audit.

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

In our opinion, the financial statements referred to above present fairly, in
a11 material respects, the financial position of Hampden Hall Associates, L.P.,
as of December 31, 1993, and the results of its operations and its cash flows
for the year then ended in conformity with generally accepted accounting
principles.


/s/ MORTLAND & CO., P.C.

March 1, 1994



[J. H. WILLIAMS & CO.-LETTERHEAD]


INDEPENDENT AUDITORS' REPORT


To the Partners of
Chester Renaissance Associates (a Limited Partnership)
Chester, Pennsylvania

We have audited the accompanying balance sheets of Chester Renaissance
Associates (a Limited Partnership) as of December 31, 1995 and 1994, and the
related statements of income, changes in partners' equity and cash flows for the
years then ended. These financial statements are the responsibility of the
Partnership's general partners and contracted management agent. Our
responsibility is to express an opinion on these financial statements based on
our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Chester Renaissance Associates
(a Limited Partnership) at December 31, 1995 and 1994, and the results of its
operations, changes in partners' equity and cash flows for the years then ended
in conformity with generally accepted accounting principles.


/s/ J. H. WILLIAMS & CO., LLP

Kingston, Pennsylvania
February 8, 1996




[J. H. WILLIAMS & CO.-LETTERHEAD]


INDEPENDENT AUDITORS' REPORT


To the Partners of
Chester Renaissance Associates (a Limited Partnership)
Chester, Pennsylvania

We have audited the accompanying balance sheets of Chester Renaissance
Associates (a Limited Partnership) as of December 31, 1994 and 1993 and the
related statements of income, changes in partners' equity and cash flows for the
years then ended. These financial statements are the responsibility of the
Partnership's general partners and contracted management agent. Our
responsibility is to express an opinion on these financial statements based on
our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Chester Renaissance Associates
(a Limited Partnership) at December 31, 1994 and 1993, and the results of its
operations, changes in partners' equity and cash flows for the years then ended
in conformity with generally accepted accounting principles.


/s/ J. H. WILLIAMS & CO., LLP

Kingston, Pennsylvania
February 8, 1995




[REZNICK FEDDER & SILVERMAN-LETTERHEAD]


INDEPENDENT AUDITORS' REPORT


To the Partners
Homestead Apartments Associates II, Ltd.

We have audited the accompanying balance sheet of Homestead Apartments
Associates II, Ltd., as of December 31, 1995 and 1994, and the related statement
of operations, partners' capital and cash flows for the years then ended. These
financial statements are the responsibility of the partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Homestead Apartments
Associates II, Ltd. as of December 31, 1995 and 1994 and the results of its
operations and its cash flows for the years then ended, in conformity with
generally accepted accounting principles.


/s/ REZNICK FEDDER & SILVERMAN

Charlotte, North Carolina
January 19, 1996





[REZNICK FEDDER & SILVERMAN-LETTERHEAD]


INDEPENDENT AUDITORS' REPORT


To the Partners
Homestead Apartments Associates II, Ltd.

We have audited the accompanying balance sheet of Homestead Apartments
Associates II, Ltd., as of December 31, 1994, and the related statement of
operations, partners' capital and cash flows for the year ended December 31,
1994. These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Homestead Apartments
Associates II, Ltd. as of December 31, 1994 and the results of its operations
and its cash flows for the year then ended, in conformity with generally
accepted accounting principles.


/s/ REZNICK FEDDER & SILVERMAN
/s/ REZNICK FEDDER & SILVERMAN

Charlotte, North Carolina
January 25, 1995





[REZNICK FEDDER & SILVERMAN-LETTERHEAD]


INDEPENDENT AUDITORS' REPORT


To the Partners
Homestead Apartments Associates II, Ltd.

We have audited the accompanying balance sheet of Homestead Apartments
Associates II, Ltd., as of December 31, 1993, and the related statement of
operations, partners' capital and cash flows for the year ended December 31,
1993. These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Homestead Apartments
Associates II, Ltd. as of December 31, 1993 and the results of its operations
and its cash flows for the year ended December 31, 1993, in conformity with
generally accepted accounting principles.


/s/ REZNICK FEDDER & SILVERMAN
/s/ REZNICK FEDDER & SILVERMAN

Charlotte, North Carolina
January 27, 1994





[VENGROVE, ZAPOLSKY, MCCOURT, KLEIN & PETITTO, LLP-LETTERHEAD]


INDEPENDENT AUDITORS' REPORT


To the Partners
P.S. 157 Associates, L.P.
Brooklyn, NY

We have audited the accompanying balance sheets of P.S. 157 Associates, L.P. (a
limited partnership), as of December 31, 1995 and 1994 and the related
statements of operations, partners' capital, and cash flows for the years then
ended. These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of P.S. 157 Associates, L.P. (a
limited partnership) as of December 31, 1995 and 1994, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.


/s/ VENGROVE, ZAPOLSKY, MCCOURT, KLEIN & PETITTO, LLP

February 8, 1996
Great Neck, NY





[VENGROVE, ZAPOLSKY, MCCOURT, KLEIN & PETITTO, LLP-LETTERHEAD]


INDEPENDENT AUDITORS' REPORT


To the Partners
P.S. 157 Associates, L.P.
Brooklyn, NY

We have audited the accompanying balance sheets of P.S. 157 Associates, L.P. (a
limited partnership), as of December 31, 1994 and 1993 and the related
statements of operations, partners' capital, and cash flows for the years then
ended. These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of P.S. 157 Associates, L.P. (a
limited partnership) as of December 31, 1994 and 1993, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.


/s/ VENGROVE, ZAPOLSKY, MCCOURT, KLEIN & PETITTO, LLP

February 14, 1995
Great Neck, NY





[J. H. WILLIAMS & CO.-LETTERHEAD]


INDEPENDENT AUDITORS' REPORT


To the Partners of
Cloisters Limited Partnership II
Philadelphia, Pennsylvania

We have audited the accompanying balance sheets of Cloisters Limited Partnership
II as of December 31, 1995 and 1994 and the related statements of income,
changes in partners' equity and cash flows for the years then ended. These
financial statements are the responsibility of the Partnership's general partner
and contracted management agent. Our responsibility is to express an opinion on
these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Cloisters Limited Partnership
II at December 31, 1995 and 1994, and its results of operations, changes in
partners' equity and cash flows for the years then ended in conformity with
generally accepted accounting principles.


/s/ J. H. WILLIAMS & CO., LLP

Kingston, Pennsylvania
February 12, 1996





[J. H. WILLIAMS & CO.-LETTERHEAD]


INDEPENDENT AUDITORS' REPORT


To the Partners of
Cloisters Limited Partnership II
Philadelphia, Pennsylvania

We have audited the accompanying balance sheets of Cloisters Limited Partnership
II as of December 31, 1994 and 1993 and the related statements of income,
changes in partners' equity and cash flows for the years then ended. These
financial statements are the responsibility of the Partnership's general partner
and contracted management agent. Our responsibility is to express an opinion on
these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Cloisters Limited Partnership
II at December 31, 1994 and 1993, and its results of operations, changes in
partners' equity and cash flows for the years then ended in conformity with
generally accepted accounting principles.


/s/ J. H. WILLIAMS & CO., LLP

Kingston, Pennsylvania
February 11, 1995





[REZNICK FEDDER & SILVERMAN-LETTERHEAD]


INDEPENDENT AUDITORS' REPORT


To the Partners
Creative Choice Homes II, Ltd.
(A Limited Partnership)
d/b/a The Gardens Apartments

We have audited the accompanying balance sheet of Creative Choice Homes II,
Ltd. (A Limited Partnership) d/b/a The Gardens Apartments as of December 31,
1995, and the related statements of profit and loss (on HUD Form No. 92410),
partners' equity and cash flows for the year then ended. These financial
statements are the responsibility of the partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Creative Choice Homes II,
Ltd. (A Limited Partnership) d/b/a The Gardens Apartments as of December 31,
1995, and the results of its operations, the changes in partners' equity and
cash flows for the year then ended, in conformity with generally accepted
accounting principles.

Our audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages 22
through 27 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. Such information has been
subjected to the auditing procedures applied in the audit of the basic financial
statements and, in our opinion, is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.





In accordance with Government Auditing Standards, we have also issued
reports dated February 13, 1996 on our consideration of Creative Choice Homes
II, Ltd. (A Limited Partnership) d/b/a The Gardens Apartments' internal control
structure and on its compliance with specific requirements applicable to major
HUD programs, affirmative fair housing, and laws and regulations applicable to
the financial statements.


/s/ REZNICK FEDDER & SILVERMAN

Bethesda, Maryland Federal Employer
February 13, 1996 Identification Number:
52-1088612

Audit Principal: Craig Birmingham




[MARK ESCOFFERY, P.A.-LETTERHEAD]


To the Partners
Creative Choice Homes II, Ltd.
Owners of The Gardens Apartments
Palm Beach Gardens, Florida

I have audited the accompanying balance sheet of Creative Choice Homes II, Ltd.
(FHA Project No.066-11-009, 066-11-010 AND 066-11-011) as of December 31, 1994,
and the related statements of profit and loss, changes in partners' capital, and
cash flows for the year then ended. These financial statements are the
responsibility of the partnership's management. My responsibility is to express
an opinion on these financial statements based on my audit.

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

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Creative Choice Homes II, Ltd. as
of December 31, 1994, and the results of its operations, and the changes in its
partners' capital, and its cash flows for the year then ended in conformity with
generally accepted accounting principles.

My audit was made for the purpose of forming an opinion on the financial
statements taken as a whole. The supplemental data on pages 15 to 20, inclusive,
is presented for purposes of additional analysis and is not a required part of
the financial statements. Such information has been subjected to the auditing
procedures applied in the audit of the financial statements and, in my opinion,
is fairly stated in all material respects in relation to the financial
statements taken as a whole.


/s/ MARK ESCOFFERY, P.A.

February 25, 1995
Federal I.D.# 65-0069490
Lead Auditor for the Firm - Mark A.H. Escoffery, C.P.A.




[MARK ESCOFFERY, P.A.-LETTERHEAD]


To the Partners
Creative Choice Homes II, Ltd. (The Gardens Apartments)
Palm Beach Gardens, Florida

I have audited the accompanying balance sheet of Creative Choice Homes II, Ltd.
(the Gardens Apartments) (FHA Project No. 066-11-009, 066-11-010 AND 066-11-011)
as of December 31, 1993, and the related statements of profit and loss, changes
in partners' capital, and cash flows for the year then ended. These financial
statements are the responsibility of the partnership's management. My
responsibility is to express an opinion on these financial statements based on
my audit. I did not audit the statement of profit and loss for the year then
ended which statement reflects total revenue of $700,549 and total expenses of
$621,293. This statement was audited by other auditors whose report has been
furnished to me, and my opinion, insofar as it relates to the amounts included
in this statement, is based solely on the report of the other auditors.

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

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Creative Choice Homes II, Ltd. as
of December 31, 1993, and the results of its operations, and the changes in its
partners' capital, and its cash flows for the year then ended in conformity with
generally accepted accounting principles.

My audit was made for the purpose of forming an opinion on the financial
statements taken as a whole. The supplemental data on pages __, which was
audited by other auditors, inclusive, is presented for purposes of additional
analysis and is not a required




To the Partners
Creative Choice Homes II, Ltd. (The Gardens Apartments)
Palm Beach Gardens, Florida


part of the financial statements. Such information has been subjected to the
auditing procedures applied in the audit of the financial statements and, in my
opinion, is fairly stated in all material respects in relation to the financial
statements taken as a whole.


/s/ MARK ESCOFFERY, P.A.

February 24, 1993
Federal I.D.# 65-0069490
Lead Auditor for the Firm - Mark A.H. Escoffery, C.P.A.




[HALBERT, KATZ & CO., P.C.-LETTERHEAD]


INDEPENDENT AUDITORS' REPORT


To the Partners
Milford Crossing Associates, L.P.
Wilmington, Delaware

We have audited the accompanying balance sheets of Milford Crossing Associates,
L.P., as of December 31, 1995 and December 31, 1994, and the related statements
of loss, partners' capital and cash flows for the years then ended. These
financial statements are the responsibility of the project's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Milford Crossing Associates,
L.P. as of December 31, 1995 and December 31, 1994 and the results of its
operations, changes in partners' capital and cash flows for the years then
ended, in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued a report
dated January 30, 1996 on our consideration of Milford Crossing Associates,
L.P.'s internal control structure.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supporting information included in
the report (shown on pages 12 to 14) is presented for the purpose of additional
analysis and is not a required part of the basic financial statements of Milford
Crossing Associates, L.P. Such information has been subjected to the auditing
procedures applied in the audit of the basic financial statements and in our
opinion, is fairly stated in all material respects in relation to the financial
statements taken as a whole.


/s/ HALBERT, KATZ & CO., P.C.

January 30, 1996




[HALBERT, KATZ & CO., P.C.-LETTERHEAD]


INDEPENDENT AUDITORS' REPORT


To the Partners
Milford Crossing Associates, L.P.
Wilmington, Delaware

We have audited the accompanying balance sheets of Milford Crossing Associates,
L.P., as of December 31, 1994 and December 31, 1993, and the related statements
of income (loss), partners' capital and cash flows for the years then ended.
These financial statements are the responsibility of the project's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Milford Crossing Associates,
L.P. as of December 31, 1994 and December 31, 1993 and the results of its
operations, changes in partners' capital and cash flows for the years then
ended, in conformity with generally accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supporting information included in
the report (shown on pages 11 to 13) is presented for the purposes of additional
analysis and is not a required part of the basic financial statements of Milford
Crossing Associates, L.P. Such information has been subjected to the auditing
procedures applied in the audit of the basic financial statements and in our
opinion, is fairly stated in all material respects in relation to the financial
statements taken as a whole.


/s/ HALBERT, KATZ & CO., P.C.

January 31, 1995





[BERNHARDT, KARLITZ, HAYDEN & DECRUZE, LLP-LETTERHEAD]


INDEPENDENT AUDITORS' REPORT


To the Partners
BX-7F ASSOCIATES, L.P.
New York, New York

We have audited the accompanying balance sheet of BX-7F Associates, L.P. (the
Partnership) as of December 31, 1995 and the related statements of income,
partners' equity, and cash flows for the year then ended. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of BX-7F Associates, L.P. as of
December 31, 1995, and the results of its operations and its cash flows for the
year then ended in conformity with generally accepted accounting principles.


/s/ BERNHARDT, KARLITZ, HAYDEN & DECRUZE, LLP

Bernhardt, Karlitz, Hayden & DeCruze, LLP
January 26, 1996





[BERNHARDT, KARLITZ, HAYDEN & DECRUZE, LLP-LETTERHEAD]


INDEPENDENT AUDITORS' REPORT


To the Partners
BX-7F ASSOCIATES, L.P.
New York New York

We have audited the accompanying balance sheet of BX-7F Associates, L.P. (the
Partnership) as of December 31, 1994 and the related statements of income,
partners' equity, and cash flows for the year then ended. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of materia1
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all materia1 respects, the financial position of BX-7F Associates, L.P. as of
December 31, 1994, and the results of its operations and its cash flows for the
year then ended in conformity with generally accepted accounting principles.


/s/ BERNHARDT, KARLITZ, HAYDEN & DECRUZE

Bernhardt, Karlitz, Hayden & DeCruze
January 23, 1995




[BERNHARDT, KARLITZ, HAYDEN & DECRUZE, LLP-LETTERHEAD]


INDEPENDENT AUDITORS' REPORT


To the Board of Directors
BX-7F Associates, L.P.
New York, New York

We have audited the accompanying balance sheet of BX-7F Associates, L.P. (the
Company) as of December 31, 1993 and the related statements of income, partners'
equity, and cash flows for the year then ended. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audit.

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

In our opinion, these financial statements referred to above present fairly, in
all material respects, the financial position of BX-7F Associates, L.P. as of
December 31, 1993, and the results of its operations and its cash flows for the
year then ended in conformity with generally accepted accounting principles.

/s/ BERNHARDT, KARLITZ, HAYDEN & DECRUZE

Bernhardt, Karlitz, Hayden & DeCruze

February 8, 1994




[AMILCAR TORRES RIVERA, CPA-LETTERHEAD]


INDEPENDENT AUDITOR'S REPORT


To the Partners
Los Angeles Limited Partnership

I have audited the accompanying balance sheet of Los Angeles Limited
Partnership as of December 31, 1995, and the related statement of loss, changes
in Partner's equity and cash flows for the year then ended. These financial
statements are the responsibility of the Partnership's management. My
responsibility is to express an opinion on these financial statements based on
my audit.

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

In my opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Los Angeles Limited
Partnership as of December 31, 1995, and the results of its operations, cash
flows and changes in partner's equity for the year then ended in conformity with
generally accepted accounting principles.


/s/ AMILCAR TORRES RIVERA, CPA

Amilcar Torres Rivera, CPA

Stamp #1320018 of the
Puerto Rico Society of
CPAs has been affixed
to the original.

San Juan, Puerto Rico
January 29, 1996





[AMILCAR TORRES RIVERA, CPA-LETTERHEAD]


INDEPENDENT AUDITOR'S REPORT


To the Partners
Los Angeles Limited Partnership
San Juan, Puerto Rico

I have audited the accompanying balance sheets of Los Angeles Limited
Partnership as of December 31, 1994 and the related statements of operations and
changes in Partner's equity, and cash flow for the years then ended. These
financial statements are the responsibility of the Partnership's management. My
responsibility is to express an opinion on these financial statements based on
my audit.

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

In my opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Los Angeles Limited
Partnership, at December 31, 1994 and the results of its operations, cash flows
and changes in partner's equity for the year then ended in conformity with
generally accepted accounting principles.


/s/ AMILCAR TORRES RIVERA, CPA

Amilcar Torres Rivera, CPA
License No. 1876

Stamp #1261776 was
affixed to the original

San Juan, Puerto Rico
February 3, 1995





[AMILCAR TORRES RIVERA, CPA-LETTERHEAD]


INDEPENDENT AUDITOR'S REPORT


To the Partners
Los Angeles Limited Partnership

I have audited the accompanying balance sheet of Los Angeles Limited Partnership
(a Massachusetts limited partnership) as of December 31, 1993 and the related
statement of operations, changes in partners' capital and cash flows for the
year then ended. These financial statements are the responsibility of the
Partnership's management. My responsibility is to express an opinion on these
financial statements based on my audit.

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

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Los Angeles Limited Partnership as
of December 31, 1993, and the results of its operations and its cash flows for
the year then ended in conformity with generally accepted accounting principles.


/s/ AMILCAR TORRES RIVERA

Stamp No. 1147408 was License No. 1876
affixed to the original. Expires December 1, 1995

San Juan, Puerto Rico
February 6, 1994





[TOSKI, SCHAEFER & CO., P.C.-LETTERHEAD]


INDEPENDENT AUDITOR'S REPORT


The Partners
Christine Apartments, L.P.:

We have audited the accompanying balance sheets of Christine Apartments, L.P. as
of December 31, 1995 and 1994 and the related statements of operations,
partners' equity and cash flows for the years then ended. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Christine Apartments, L.P. as
of December 31, 1995 and 1994 and the results of its operations, changes in
partners' equity and cash flows for the years then ended, in conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued reports
dated February 2, 1996 on our consideration of the Partnership's internal
control structure and on its compliance with laws and regulations.


/s/ TOSKI, SCHAEFER & CO., P.C.

Williamsville, New York
February 2, 1996





[TOSKI, SCHAEFER & CO., P.C.-LETTERHEAD]


INDEPENDENT AUDITOR'S REPORT


The Partners
Christine Apartments, L.P.:

We have audited the accompanying balance sheets of Christine Apartments, L.P. as
of December 31, 1994 and 1993 and the related statements of operations,
partners' equity and cash flows for the years then ended. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Christine Apartments, L.P., as
of December 31, 1994 and 1993 and the results of its operations and its cash
flows for the years then ended, in conformity with generally accepted accounting
principles.


/s/ TOSKI, SCHAEFER & CO., P.C.

Williamsville, New York
February 3, 1995





[REZNICK FEDDER & SILVERMAN-LETTERHEAD]


INDEPENDENT AUDITORS' REPORT


To the Partners
Plainsboro Housing Partners
Limited Partnership

We have audited the accompanying balance sheet of Plainsboro Housing
Partners Limited Partnership as of December 31, 1995, and the related statements
of revenue and expenses, changes in partners' equity and cash flows for the year
then ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Plainsboro Housing Partners
Limited Partnership as of December 31, 1995, and the results of its operations,
changes in partners' equity and its cash flows for the year then ended in
conformity with generally accepted accounting principles.


/s/ REZNICK FEDDER & SILVERMAN

Baltimore, Maryland
February 19, 1996





[REZNICK FEDDER & SILVERMAN-LETTERHEAD]


INDEPENDENT AUDITORS' REPORT


To the Partners
Plainsboro Housing Partners
Limited Partnership

We have audited the accompanying balance sheet of Plainsboro Housing
Partners Limited Partnership as of December 31, 1994, and the related statements
of revenue and expenses, changes in partners' equity and cash flows for the year
then ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Plainsboro Housing Partners
Limited Partnership as of December 31, 1994, and the results of its operations,
changes in partners' equity and cash flows for the year then ended in conformity
with generally accepted accounting principles.


/s/ REZNICK FEDDER & SILVERMAN

Baltimore, Maryland
January 20, 1995





[REZNICK FEDDER & SILVERMAN-LETTERHEAD]


INDEPENDENT AUDITORS' REPORT


Partners
Plainsboro Housing Partners, L.P.

We have audited the accompanying balance sheet of Plainsboro Housing
Partners, L.P. (a development stage partnership) as of December 31, 1993, and
the related statement of partners' equity for the period from October 14, 1992
(inception) through December 31, 1993. These financial statements are the
responsibility of the partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Plainsboro Housing Partners,
L.P. as of December 31, 1993, and the changes in partners' equity for the period
from October 14, 1992 (inception) through December 31, 1993, in conformity with
generally accepted accounting principles.


/s/ REZNICK FEDDER & SILVERMAN

Baltimore, Maryland
January 31, 1994





[SHORE, AVRACH & COMPANY, P.C.-LETTERHEAD]


Independent Auditor's Report on Basic
Financial Statements and Supplemental Data


To the Partners
Rolling Green Associates, L.P.
Marlton, New Jersey

We have audited the accompanying balance sheets of Rolling Green
Associates, L.P. (A New York Limited Partnership), as of December 31, 1995 and
1994, and the related statements of profit and loss, partners' capital (deficit)
and cash flows for the year ended December 31, 1995. These financial statements
are the responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

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

We were unable to confirm accounts receivable - government in the amounts
of $339,795 and $287,202 as of December 31, 1995 and 1994, respectively, due to
circumstances described in Note 9.

In our opinion, except for the effects of such adjustments, if any, as
might have been determined necessary had we been able to confirm the accounts
receivable - government, the financial statements referred to above present
fairly, in all material respects, the financial position of Rolling Green
Associates, L.P. as of December 31, 1995 and 1994, and the results of its
operations and its cash flows for the year ended December 31, 1995, in
conformity with generally accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental data included in the
report (shown on pages 16 through 22) are presented for the purposes of
additional analysis and are not a required part of the basic financial
statements. Such information has been subjected to the auditing procedures
applied in the audits of the basic financial statements and, in our opinion, is
fairly presented in all material respects in relation to the basic financial
statements taken as a whole.

In accordance with Government Auditing Standards, we have also issued the
follow1ng reports dated January 18, 1996 concerning Rolling Green Associates,
L.P. (1) on the internal control structure, (2) on compliance with specific
requirements applicable to major HUD programs, (3) on compliance with specific
requirements applicable to affirmative fair housing, and (4) on compliance with
applicable laws and regulations.


/s/ SHORE, AVRACH & COMPANY, P.C.

Certified Public Accountants

January 18, 1996





[SHORE, AVRACH & COMPANY, P.C.-LETTERHEAD]


Independent Auditor's Report on Basic
Financial Statements and Supplemental Data


To the Partners
Rolling Green Associates, L.P.
Marlton, New Jersey

We have audited the accompanying balance sheets of Rolling Green
Associates, L.P. (A New York Limited Partnership), as of December 31, 1994 and
1993, and the related statements of profit and loss, partners' capital (deficit)
and cash flows for the year ended December 31, 1994. These financial statements
are the responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

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

Accounts receivable - government includes $244,456 of Section 8 rent
subsidy special claims for debt service as described in Note 12 to the financial
statements, $26,405 of regular assistance payments, and S16,341 of 1994 vacancy
claims. The HAP Contractor Administrator has not yet reviewed and approved the
Section 8 rent subsidy special claims for debt service, the December 31, 1994
outstanding regular tenant assistance payment and the December 31, 1994 recorded
vacancy claims. Due to the above, we have been unable to confirm these
receivables.

In our opinion, except for the effects of such adjustments, if any, as
might have been determined necessary had we been able to confirm the accounts
receivable - government, the financial statements referred to in the first
paragraph above present fairly, in all material respects, the financial position
of Rolling Green Associates, L.P. as of December 31, 1994 and 1993, and the
results of its operations and its cash flows for the year ended December 31,
1994 in conformity with generally accepted accounting principles.





Our audits were made for the purpose of forming an opinion on the financial
statements taken as a whole. The supplemental data included in the report (shown
on pages 18 through 23) are presented for the purposes of additional analysis
and are not a required part of the financial statements of Rolling Green
Associates, L.P. Such information has been subjected to the auditing procedures
applied in the audit of the financial statements and, in our opinion, is fairly
presented in all material respects in relation to the financial statements taken
as a whole.


/s/ SHORE, AVRACH & COMPANY, P.C.

Certified Public Accountants

February 3, 1995


INDEPENDENCE TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS





March 31
------------------------------
1996 1995
------------- -------------
ASSETS


Property and equipment at cost, less accumulated depreciation
(Notes 2 and 4) $ 167,478,231 $ 172,885,906
Cash and cash equivalents (Notes 2 and 10) 2,395,044 4,827,649
Cash held in escrow (Note 5) 8,730,403 6,454,823
Deferred costs, less accumulated amortization (Notes 2 and 6) 3,254,053 3,071,410
Due from local general partners and affiliates 0 60,033
Due from general partner and affiliates (Note 8) 0 283,371
Other assets 1,930,488 2,363,704
------------- -------------

$ 183,788,219 $ 189,946,896
============= =============

LIABILITIES AND PARTNERS' CAPITAL

Liabilities
Mortgage notes payable (Note 7) $ 100,916,832 $ 102,610,004
Construction notes payable (Note 7) 6,740,018 6,740,018
Accounts payable and other liabilities 6,470,526 5,583,911
Due to local general partners and affiliates (Note 8) 5,359,196 5,792,002
Due to general partner and affiliates 1,216,328 758,988
------------- -------------

120,702,900 121,484,923
------------- -------------

Minority interest 6,850,591 7,344,951
------------- -------------

Commitments and contingencies (Notes 8 and 10)

Partners' capital
Limited partners (200,000 BACs authorized;
and 76,786 BACs issued and outstanding) 56,355,255 61,188,726
General partner (120,527) (71,704)
------------- -------------

56,234,728 61,117,022
------------- -------------

$ 183,788,219 $ 189,946,896
============= =============






See accompanying notes to consolidated financial statements.

-15-



INDEPENDENCE TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS






Year Ended March 31
--------------------------------------------
1996 1995 1994
------------ ------------ ------------

Revenues
Rental income $ 18,552,471 $ 17,185,037 $ 12,880,931
Other income (Note 4) 617,139 876,100 1,143,289
------------ ------------ ------------

19,169,610 18,061,137 14,024,220
------------ ------------ ------------

Expenses
General and administrative 2,728,178 2,660,949 2,376,961
General and administrative-related parties (Note 8) 1,750,232 1,823,906 1,688,026
Repairs and maintenance 3,306,040 2,957,315 2,175,623
Operating and other 1,916,038 1,719,919 1,599,758
Taxes 1,210,046 1,135,407 713,446
Insurance 979,238 917,174 615,524
Financial, principally interest 6,010,397 4,956,233 3,596,868
Depreciation and amortization 6,183,928 5,678,045 3,782,848
------------ ------------ ------------

24,084,097 21,848,948 16,549,054
------------ ------------ ------------

Loss before minority interest (4,914,487) (3,787,811) (2,524,834)

Minority interest in loss of subsidiary partnerships 32,193 32,583 24,646
------------ ------------ ------------

Net loss $ (4,882,294) $ (3,755,228) $ (2,500,188)
============ ============ ============
Net loss, limited partnership interests $ (4,833,471) $ (3,717,676) $ (2,475,186)
============ ============ ============
Number of BACs outstanding 76,786 76,786 76,786
============ ============ ============
Net loss per weighted average BAC $ (62.95) $ (48.42) $ (32.23)
============ ============ ============














See accompanying notes to consolidated financial statements.

-16-


INDEPENDENCE TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL

Limited General
Total Partners Partner
------------ ------------ ------------

Partners' capital - April 1, 1993 $ 67,372,438 $ 67,381,588 $ (9,150)

Net loss (2,500,188) (2,475,186) (25,002)
------------ ------------ ------------

Partners' capital - March 31, 1994 64,872,250 64,906,402 (34,152)

Net loss (3,755,228) (3,717,676) (37,552)
------------ ------------ ------------

Partners' capital - March 31, 1995 61,117,022 61,188,726 (71,704)

Net loss (4,882,294) (4,833,471) (48,823)
------------ ------------ ------------
Partners' capital - March 31, 1996 $ 56,234,728 $ 56,355,255 $ (120,527)
============ ============ ============






See accompanying notes to consolidated financial statements.


-17-



INDEPENDENCE TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS




Year Ended March 31
--------------------------------------------
1996 1995 1994
------------ ------------ ------------

Cash flows from operating activities:
Net loss $ (4,882,294) $ (3,755,228) $ (2,500,188)
------------ ------------ ------------
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation and amortization 6,183,928 5,678,045 3,782,848
Minority interest in loss of subsidiaries (32,193) (32,583) (24,646)
(Increase) decrease in assets:
Cash held in escrow (2,153,861) (7,613) 5,508,917
Deferred costs 0 0 (15,007)
Due from local general partners and affiliates 17,069 (100) (16,969)
Other assets 433,216 (256,263) 1,997,305
Increase (decrease) in liabilities:
Accounts payable and other liabilities 927,143 (1,256,057) (1,527,289)
Due to local general partners and affiliates (138,924) (246,577) 0
Due to general partner and affiliates 740,711 680,047 22,047
------------ ------------ ------------
Total adjustments 5,977,089 4,558,899 9,727,206
------------ ------------ ------------
Net cash provided by operating activities 1,094,795 803,671 7,227,018
------------ ------------ ------------

Cash flows from investing activities:
Acquisition of property and equipment (902,196) (916,591) (66,453,833)
Increase in construction in progress 0 (8,973,171) (16,217,790)
(Increase) decrease in cash held in escrow (121,719) 4,668,524 3,681,071
Increase in deferred costs 0 (30,482) 0
(Decrease) increase in accounts payable and other liabilities 0 (1,350,274) 318,647
Decrease (increase) in due from local general
partners and affiliates 42,964 31,199 (74,163)
Increase in due to local general partners and affiliates 1,002,468 0 0
(Decrease) in due to local general partners and affiliates (1,553,047) (7,324,235) 0
------------ ------------ ------------
Net cash used in investing activities (1,531,530) (13,895,030) (78,746,068)
------------ ------------ ------------

Cash flows from financing activities:
(Increase) decrease in deferred costs (56,700) 556,732 (1,092,498)
Decrease (increase) in due from local general
partners and affiliates 0 225,157 529,276
Proceeds from construction notes 0 3,600,626 19,959,008
Repayment of construction notes 0 (13,804,268) (2,848,573)
Decrease in due from general partner and affiliates 0 123,500 1,045,288
Proceeds from mortgage notes 58,120 17,667,975 39,172,035
Repayment of mortgage notes (1,791,820) (7,547,050) (703,394)
Increase in due to local general partners and affiliates 312,441 0 3,810,971
(Decrease) in due to local general partners and affiliates (55,744) (602,311) 0
(Decrease) increase in capitalization of consolidated
subsidiaries attributable to minority interest (462,167) 1,266,702 (769,150)
------------ ------------ ------------
Net cash (used in) provided by financing activities (1,995,870) 1,487,063 59,102,963
------------ ------------ ------------


See accompanying notes to consolidated financial statements.

-18-


INDEPENDENCE TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
(CONTINUED)





Year Ended March 31
--------------------------------------------
1996 1995 1994
------------ ------------ ------------

Net decrease in cash and cash equivalents (2,432,605) (11,604,296) (12,416,087)

Cash and cash equivalents at beginning of year 4,827,649 16,431,945 28,848,032
------------ ------------ ------------

Cash and cash equivalents at end of year $ 2,395,044 $ 4,827,649 $ 16,431,945
============ ============ ============


Supplemental disclosure of cash flows information:
Cash paid during the year for interest $ 5,286,969 $ 4,881,152 $ 7,086,092

Supplemental disclosure of noncash investing
and financing activities:
Property and equipment reclassified to
deferred costs $ 451,335 $ 0 $ 0
Decrease in due from general partner and affiliates
offset by due to general partner and affiliates 283,371 0 0
Increase in mortgage notes payable reclassified from
accounts payable and other liabilities 40,528 0 0
Construction in progress reclassified to
property and equipment 0 14,998,176 41,163,465
Construction notes payable satisfied through
mortgage notes payable 0 15,912,786 12,141,839
Capitalization of acquisition costs 0 0 798,280
Capitalization of acquisition expenses 0 0 7,904
Increase in construction in progress through
construction notes payable and due to
local general partner and affiliates 0 0 6,684,498
Increase in construction in progress and
deferred costs through constructio
notes payable 0 0 988,821
Increase in property and equipment through
mortgage notes payable 0 418,719 0






See accompanying notes to consolidated financial statements.

-19-


INDEPENDENCE TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1996

NOTE 1 - General

Independence Tax Credit Plus L.P., a Delaware limited partnership (the
"Partnership"), was organized on November 7, 1990, but had no activity until May
31, 1991 (which date is considered to be inception for financial accounting
purposes) and commenced the public offering on July 1, 1991. The general partner
of the Partnership is Related Independence Associates L.P., a Delaware limited
partnership (the "General Partner").

The Partnership's business is to invest in other partnerships ("Local
Partnerships," "subsidiaries" or "subsidiary partnerships") owning leveraged
Apartment Complexes that are eligible for the low-income housing tax credit
("Tax Credit") enacted in the Tax Reform Act of 1986, some of which complexes
may also be eligible for the historic rehabilitation tax credit.

The Partnership has acquired interests in twenty-eight Local Partnerships
as of March 31, 1996.

The Partnership was authorized to issue a total of 200,000 Beneficial
Assignment Certificates ("BACs") which have been registered with the Securities
and Exchange Commission for sale to the public. Each BAC represents all of the
economic and virtually all of the ownership rights attributable to a limited
partnership interest. As of March 31, 1996, the Partnership has raised a total
of $76,786,000 representing 76,786 BACs and no further issuance of BACs is
anticipated.

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

NOTE 2 - Summary of Significant Accounting Policies

a) Basis of Accounting

The Partnership's fiscal year ends on March 31. All subsidiaries have
fiscal years ending December 31. Accounts of the subsidiaries have been adjusted
for intercompany transactions from January 1 through March 31. The books and
records of the Partnership are maintained on the accrual basis of accounting, in
accordance with generally accepted accounting principles ("GAAP").

b) Basis of Consolidation

The consolidated financial statements include the accounts of the
Partnership and twenty-eight subsidiary partnerships in which the Partnership is
a limited partner. All intercompany accounts and transactions with the
subsidiary partnerships have been eliminated in consolidation.

For financial reporting purposes, the Partnership's fiscal year ends on
March 31. All subsidiaries have fiscal years ending December 31. Accounts of the
subsidiaries have been adjusted for intercompany transactions from January 1
through March 31.

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

-20-


INDEPENDENCE TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1996

NOTE 2 - Summary of Significant Accounting Policies(continued)

b) Basis of Consolidation (continued)

Losses attributable to minority interest which exceed the minority
interests' investment in a subsidiary have been charged to the Partnership. Such
losses aggregated approximately $69,000, $46,000 and $22,000 for the years ended
March 31, 1996, 1995 and 1994, respectively (the 1995, 1994 and 1993 Fiscal
Years, respectively). The Partnership's investment in each subsidiary is equal
to the respective subsidiary's partners' equity less minority interest capital,
if any. In consolidation, all subsidiary partnership losses are included in the
Partnership's capital account except for losses allocated to minority interest
capital.

c) Cash and Cash Equivalents

Cash and cash equivalents include cash on hand, cash in banks, and
investments in short-term highly liquid instruments purchased with original
maturities of three months of less.

d) Property and Equipment

Property and equipment are carried at the lower of depreciated cost or
estimated amounts recoverable through future operations and ultimate disposition
of the property. Cost includes the purchase price, acquisition fees and
expenses, and any other costs incurred in acquiring the properties. The cost of
property and equipment is depreciated over their estimated useful lives using
accelerated and straight-line methods. (Expenditures for repairs and maintenance
are charged to expense as incurred; major renewals and betterments are
capitalized. At the time property and equipment are retired or otherwise
disposed of, the cost and accumulated depreciation are eliminated from the
assets and accumulated depreciation accounts and the profit or loss on such
disposition is reflected in earnings.) A provision for loss on impairment of
assets is generally recorded when estimated amounts recoverable through future
operations and sale of the property on an undiscounted basis are below
depreciated cost. Property investments themselves are reduced to estimated fair
value (generally using discounted cash flows) when the property is considered to
be impaired and the depreciated cost exceeds estimated fair value. Through March
31, 1996, the Partnership has not recorded any provisions for loss on impairment
of assets or reductions to estimated fair value.

e) Income Taxes

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

f) Organization and Offering Costs

Costs incurred to organize the Partnership, including but not limited to
legal, accounting and registration fees, are considered organization expenses.
These costs are capitalized and amortized over a 60-month period. Costs incurred
to sell BACs including brokerage and the nonaccountable expense allowance are
considered selling and offering expenses. These costs are charged directly to
limited partners' capital.

-21-


INDEPENDENCE TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1996

NOTE 2 - Summary of Significant Accounting Policies (continued)

g) 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.

h) Use of Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect certain reported amounts and disclosures. Accordingly,
actual results could differ from those estimates.

i) Accounting Pronouncements Not Yet Implemented

In March 1995, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 121, "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed
Of". Under SFAS No. 121, the Partnership is required to review long-lived assets
and certain identifiable intangibles for impairment whenever events or changes
in circumstances indicate that the book value of an asset may not be
recoverable. An impairment loss should be recognized whenever the review
demonstrates that the book value of a long-lived asset is not recoverable.

Effective April 1, 1996, the Partnership intends to adopt SFAS No. 121,
consistent with the required adoption period. The Partnership does not expect
the implementation to have a material impact on its financial condition or its
future results of operations.

j) Reclassification of Financial Statement Presentation

Certain reclassifications have been made to the Fiscal 1994 and Fiscal 1993
financial statements to conform with the Fiscal 1995 financial statement
presentation. Such reclassifications had no effect on net loss as previously
reported.

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, Mortgage Escrow Deposits and
Cash-Restricted for Tenants' Security Deposits

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.

-22-


INDEPENDENCE TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1996

NOTE 3 - Fair Value of Financial Instruments (continued)

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



March 31, 1996 March 31, 1995
-------------------------- --------------------------
Carrying Carrying
Amount Fair Value Amount Fair Value
----------- ----------- ----------- -----------

Mortgage notes payable for which it is:
Practicable to estimate fair value $30,095,969 $27,868,791 $30,671,255 $31,994,493
Not practicable 70,820,863 (a) 71,938,749 (a)


(a) Management believes it is not practical to estimate the fair value of
the mortgage notes payable because mortgage programs with similar
characteristics are not currently available to the partnerships.

The carrying amount of other assets and liabilities reported on the
statement of financial position that require such disclosure approximates fair
value.

NOTE 4 - Property and Equipment

The components of property and equipment are as follows:

March 31 Estimated
--------------------------- Useful Lives
1996 1995 (Years)
------------ ------------ ------------
Land $ 5,777,188 $ 5,760,935 -
Building and improvements 175,250,641 174,910,312 15-40
Furniture and fixtures 1,888,117 1,863,274 3-10
------------ ------------
182,915,946 182,534,521

Less: Accumulated depreciation 15,437,715 9,648,615
------------ ------------

$167,478,231 $172,885,906
============ ============

Included in property and equipment is approximately $4,500,000 of
acquisition fees paid to the general partner and $1,057,104 of acquisition
expenses as of March 31, 1996 and 1995. In addition, as of March 31, 1996 and
1995, building and improvements includes approximately $4,378,000 of capitalized
interest.

In connection with the rehabilitation of the properties, the subsidiary
partnerships have incurred developer's fees of approximately $14,500,000 to the
local general partners and affiliates, net of approximately $979,000 earned by
the Partnership. Such fees have been included in the cost of property and
equipment.

During the 1995 Fiscal Year, one subsidiary partnership reclassed $520,771
and $69,436 from building and improvements and accumulated depreciation,
respectively, to deferred costs-financing expenses and accumulated amortization.

Depreciation expense for the years ended March 31, 1996, 1995 and 1994
amounted to $5,858,536, $5,412,437 and $3,474,020, respectively.


-23-

INDEPENDENCE TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1996

NOTE 4 - Property and Equipment(continued)

On August 24, 1992, one property (Homestead Apartments Associates Ltd.)
suffered substantial damage from Hurricane Andrew. The property was insured
against property damage and business interruption losses. During the 1993 Fiscal
Year, the property received $2,084,558 as final settlement of the property
damage which was paid to a related party for the rebuilding work. For the year
ended December 31, 1993, the property recognized $200,000 as business
interruption income in the accompanying financial statements. Such amount has
been included in other income.

NOTE 5 - Cash held in Escrow

Cash held in escrow consists of the following:

March 31
-----------------------
1996 1995
---------- ----------
Purchase price payments* $1,309,529 $1,655,779
Real estate taxes, insurance and other 5,309,406 3,122,751
Reserve for replacements 1,485,162 1,017,193
Tenant security deposits 626,306 659,100
---------- ----------

$8,730,403 $6,454,823
========== ==========

*Represents amounts to be paid to seller after completion of properties
under construction and upon meeting specified rental achievement criteria.

NOTE 6 - Deferred Costs

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

March 31

-----------------------
1996 1995 Period
---------- ---------- ------
Financing expenses 3,471,960 $2,894,489 *
Organization expenses 664,154 664,154 60 months
---------- ----------
4,136,114 3,558,643
Less: Accumulated amortization 882,061 487,233
---------- ----------

$3,254,053 $3,071,410
========== ==========

*Over the life of the related mortgages.

Amortization expense for the years ended March 31, 1996, 1995 and 1994
amounted to $325,392, $265,608 and $308,828, respectively. During the 1995
Fiscal Year, one subsidiary partnership reclassed $520,771 and $69,436 from
building and improvements and accumulated depreciation, respectively, to
deferred costs-financing expenses and accumulated amortization. During the 1994
Fiscal Year, two subsidiary partnerships wrote off fully amortized deferred
costs totaling $245,881.

-24-

INDEPENDENCE TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1996

NOTE 7 - Mortgage and Construction Notes Payable

The mortgage and construction notes are payable in aggregate monthly
installments of approximately $932,000, including principal and interest at
rates varying from 0% to 10.50% per annum, through the year 2048. Each
subsidiary partnership's mortgage or construction note payable is collateralized
by the land and buildings of the respective subsidiary partnership, the
assignment of certain subsidiary partnership's rents and leases and is without
further recourse.

Certain mortgage notes with balances aggregating $11,281,252 and
$11,362,960 at December 31, 1995 and 1994, respectively, which bear interest at
rates ranging from 8.5% to 9% per annum, were eligible for interest rate
subsidies. Accordingly, the subsidiary partnerships paid only that portion of
the monthly payments that would be required if the interest rate was 1%, the
balance was subsidized under Sections 236 and 551(b) of the National Housing
Act.

Annual principal payment requirements, as of March 31, 1996 for each of the
next five fiscal years and thereafter, are as follows:

Fiscal Year Ending Amount
------------------ ------
1996 $ 1,863,763
1997 2,477,551
1998 2,096,143
1999 2,224,619
2000 2,285,384
Thereafter 89,969,372
------------
$100,916,832
============

As of December 31, 1995 and 1994, one subsidiary partnership has a
construction loan commitment totaling $6,890,000. As of December 31, 1995 and
1994, such loan has an outstanding balance of $6,740,018.

The mortgage agreements require monthly deposits to replacement reserves of
approximately $62,000 and monthly deposits to escrow accounts for real estate
taxes, hazard and mortgage insurance and other (Note 5).

NOTE 8 - Related Party Transactions

An affiliate of the General Partner, Independence SLP, L.P., has a 1%
interest as a special limited partner in each of the Local Partnerships. An
affiliate of the General Partner also has a minority interest in certain local
limited partnerships.

The General Partner and its affiliates performed services for the
Partnership. The costs incurred for the years ended March 31, 1996, 1995 and
1994 are as follows:

A) Guarantees

The Partnership has negotiated Operating Deficit Guaranty Agreements with
all Local Partnerships by which the general partners of the Local Partnerships
have agreed to fund operating deficits for a specified period of time. The terms
of the Operating Deficit Guaranty Agreements vary for each Local Partnership,


-25-

INDEPENDENCE TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1996

NOTE 8 - Related Party Transactions (continued)

with maximum dollar amounts to be funded for a specified period of time,
generally three years, commencing on the break-even date. The gross amount of
the unexpired Operating Deficit Guarantees aggregates approximately $8,366,000
as of March 31, 1996 and 1995, of which $200,000 and $0 had expired,
respectively. As of March 31, 1996, 1995, and 1994, approximately $824,000,
$799,000, and $799,000, respectively, has been funded by the Local General
Partners to meet such obligations, which includes amounts held in escrow by the
Local Partnership. Amounts funded under such agreements are treated as
non-interest bearing loans, which will be repaid only out of 50% of available
cash flow or out of available net sale or refinancing proceeds.

In addition, several Local Partnerships have Rent-Up Guaranty Agreements,
by which the Local General Partner agrees to pay liquidating damages if
predetermined occupancy rates are not achieved. The gross amount of unexpired
guarantees is approximately $470,000, none of which have expired as of March 31,
1996. As of March 31, 1996, there have not been any fundings under these
Guaranty Agreements. Amounts received under rental guarantees from the sellers
of the properties purchased by the Partnership are treated as a reduction of the
asset. All rental guarantees expire within the next three years. Management does
not expect a material impact on liquidity, based on prior years' fundings.

During the year ended March 31, 1995, a Local General Partner contributed
his development fee of approximately $1,400,000 to the capital of the Local
Partnership.

Both the Operating Deficit Guaranty Agreements and the Rent-Up Guaranty
Agreements were negotiated to protect the Partnership's interest in the local
partnerships and to provide incentive to the local general partners to generate
positive cash flow.

B) Other Related Party Expenses

The costs incurred to related parties for the years ended March 31, 1996,
1995 and 1994 were as follows:

Year Ended March 31
------------------------------------
1996 1995 1994
---------- ---------- ----------
Partnership management fees (i) $ 685,165 $ 880,221 $ 878,981
Expense reimbursement (ii) 84,912 106,374 136,640
Property management fees (iii) 908,077 778,418 618,005
Local administrative fee (iv) 72,078 58,893 54,400
---------- ---------- ----------

$1,750,232 $1,823,906 $1,688,026
========== ========== ==========

(i) The General Partner is entitled to receive a partnership management
fee, after payment of all Partnership expenses, which together with the local
annual administrative fees will not exceed a maximum of 0.5% per annum of
invested assets (as defined in the Partnership Agreement), for administering the
affairs of the Partnership. Subject to the foregoing limitation, the partnership
management fee will be determined by the General Partner in its sole discretion
based upon its review of the Partnership's investments. Unpaid partnership
management fees for any year will be accrued without interest and will be
payable only to the extent of available funds after the Partnership has made
distributions to the limited partners of sale or refinancing proceeds equal to
their original capital contributions plus a 10% priority return thereon (to the
extent not theretofore paid out of cash flow).

-26-

INDEPENDENCE TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1996

NOTE 8 - Related Party Transactions (continued)

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

(iii) Property management fees incurred by subsidiary partnerships amounted
to $1,206,455, $1,040,363 and $695,027 for the 1995, 1994 and 1993 Fiscal Years,
respectively. Of these fees, $908,077, $778,418 and $618,005 were incurred to
affiliates of the subsidiary partnerships for the 1995, 1994 and 1993 Fiscal
Years, respectively. Included in amounts incurred to affiliates of the
subsidiary partnerships were $65,121, $67,467 and $28,595 for the 1995, 1994 and
1993 Fiscal Years, respectively, which were also incurred to an affiliate of the
Related General Partner.

(iv) Independence SLP, L.P. is entitled to receive a local administrative
fee of up to $2,500 from each subsidiary partnership.

C) Due to Local General Partners and Affiliates

Due to local general partners and affiliates consists of the following:



March 31
-----------------------
1996 1995
---------- ----------

Development deficit advances $ 50,000 $ 50,000
Operating advances (i) 762,637 450,196
Development fee payable 2,576,746 1,574,278
Due to contractor 398,807 1,951,854
Long term notes payable (ii) 1,272,848 1,328,592
Management and other fees 298,158 437,082
---------- ----------

$5,359,196 $5,792,002
========== ==========

(i) Operating advances include the following loans:

West Diamond Street Associates $ 0 $ 11,491
This loan bears interest at Chemical Bank's prime rate
plus 2%. Management has decided to forego interest after
October 6, 1993. This loan was repaid during 1995

Christine Apartments, L.P.
This loan is non-interest bearing and has no $ 166,800 $ 169,450
set repayment terms


-27-


INDEPENDENCE TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1996

NOTE 8 - Related Party Transactions (continued)

(ii) Long term notes payable consist of the following:



Creative Choice Homes II, LTD $ 500,000 $ 500,000
This note bears interest at 12% payable monthly. Principal
on the loan is due and payable in full on December 31,
2008

Plainsboro Housing Partners, L.P. $ 772,848 $ 828,592

This loan, dated December 11, 1992, accrues interest at a
rate of 7.34% per annum on the outstanding principal
balance for 20 years. Repayment of the principal and
interest shall be made from net cash flow to the extent
available pursuant to the promissory note. All accrued
interest and principal are due in a balloon payment in
December 2012

Interest expense incurred on such long term notes payable
amounted to $118,773, $118,879 and $56,940 for the 1995,
1994 and 1993 Fiscal Years, respectively

D) Other

The General Partner is responsible for organization and offering costs
which exceed 3.5% of gross proceeds. As of March 31, 1995, the excess
organization and offering totaled $283,371 and was included in due from general
partner and affiliates on the balance sheet. Such amount was repaid during the
year ended March 31, 1996.

Pursuant to the Partnership Agreement and the Local Partnership Agreements,
the General Partner and Independence SLP, L.P. received their pro-rata share of
profits, losses and tax credits.

-28-

INDEPENDENCE TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1996


NOTE 9 - Income Taxes

A reconciliation of the financial statements net loss to the income tax
loss for the Partnership and its consolidated subsidiaries follows:



Year Ended December 31
-----------------------------------------
1995 1994 1993
----------- ----------- -----------

Financial statement
net loss $(4,882,294) $(3,755,228) $(2,500,188)

Differences between depreciation and amortization
expense recorded for financial reporting purposes
and the accelerated costs recovery system utilized
for income tax purposes (1,301,987) (803,906) (524,467)

Differences resulting from parent company having
a different fiscal year for income tax and financial
reporting purposes (216,848) 735,090 (195,160)

Other (116,476) (290,719) (362,699)
----------- ----------- -----------

Net loss as shown on the income tax return
for the calendar year ended $(6,517,605) $(4,114,763) $(3,582,514)
=========== =========== ===========


NOTE 10 - Commitments and Contingencies

a) Subsidiary Partnership

Rolling Green Associates, L.P. ("Rolling Green")

In October 1993, certain Federal Grand Jury subpoenas were served upon
employees of Rolling Green and upon Rolling Green's management agent as
custodian of records. The subpoenas are part of a United States Attorney and
Federal Grand Jury investigation into the propriety and accuracy of Section 8
Housing Assistance Payments ("HAP") rent subsidies claimed by Rolling Green
under its HAP Contract. The investigation dates back to mid 1993. Upon receiving
its subpoena, the management agent promptly turned over the requested records.
The management agent conducted its own investigation which has resulted in the
discovery of tenancies which were incorrectly reported on earlier HAP subsidy
vouchers. On its December 1993 and January 1994 HAP subsidy vouchers, Rolling
Green returned to New York State Housing Finance Agency (the HAP contract
administrator) adjustments in the approximate net amount of $91,000 to correct
the previously incorrectly reported tenancies. Rolling Green believes the
adjustments as filed are accurate and complete. However, because the matter is
ongoing, no estimate can be made of any further adjustments deemed appropriate
by the United States Attorney or New York State Housing Finance Agency. The
United States Attorney for the Northern District of New York has advised of his
intent to pursue a civil action seeking undetermined penalties and damages.

The Partnership's investment in this subsidiary partnership was
approximately $2,883,000 and $3,052,000 at March 31, 1996 and 1995,
respectively. The minority interest balance was $0 at March 31, 1996 and 1995.
The net loss after minority interest for this subsidiary partnership amounted to
approximately $169,000, $329,000 and $90,000 for the years ended March 31, 1996,
1995, and 1994, respectively.

-29-


INDEPENDENCE TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1996

NOTE 10 - Commitments and Contingencies (continued)

b) Uninsured Cash and Cash Equivalents

The Partnership maintains its cash and cash equivalents in various banks.
Accounts at each bank are guaranteed by the Federal Deposit Insurance
Corporation up to $100,000. As of March 31, 1996, uninsured cash and cash
equivalents approximated $785,000.

c) Letters of Credit

As of December 31, 1995, the subsidiary partnerships were contingently
liable on open letters of credit as follows:

Description Amount
----------- ----------
Mortgage note $1,945,000
Development contingency 79,000
Operating deficit 195,806

d) 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 economic conditions generally, however
no more than 21% of the properties are located in any single state. There are
also substantial risks associated with owning properties receiving government
assistance, for example the possibility that Congress may not appropriate funds
to enable the U.S. Department of Housing and Urban Development ("HUD") to make
rental assistance payments. HUD also restricts annual cash distributions to
partners based on operating results and a percentage of the owners equity
contribution. The Partnership cannot sell or substantially liquidate its
investments in subsidiary partnerships during the period that the subsidy
agreements are in existence, without HUD's approval. Furthermore there may not
be market demand for apartments at full market rents when the rental assistance
contracts expire.

The Partnership and BACs holders will begin to recognize Housing Tax
Credits with respect to a Property when the Credit Period for such Property
commences. Because of the time required for the acquisition, completion and
rent-up of Properties, it is expected that the amount of Tax Credits per BAC
will gradually increase over the first three years of the Partnership. Housing
Tax Credits not recognized in the first three years will be recognized in the
11th through 13th years. The Partnership generated $11,969,116, $9,809,218, and
$5,503,469 Housing Tax Credits and $0, $0, and $3,756,77,368 Historic Tax
Credits during the 1995, 1994 and 1993 tax years, respectively.


-30-


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

None

PART III

Item 10. Directors and Executive Officers of the Registrant.

The Partnership has no directors or executive officers. The Partnership's
affairs are managed and controlled by the General Partner. Certain information
concerning the director and executive officers of the sole general partner of
the General Partner is set forth below.


Related Independence Associates Inc. ("RIAI"), general partner of Related
Independence Associates L.P.

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

Stephen M. Ross Director

J. Michael Fried President and Director

Alan P. Hirmes Senior Vice President

Stuart J. Boesky Vice President

Ryne A. Nishimi Vice President

Marc D. Schnitzer Vice President

Lawrence J. Lipton Assistant Vice President and Treasurer

Robert Bordonaro Assistant Vice President

Lynn A. McMahon Secretary

Susan J. McGuire Assistant Secretary


-31-


STEPHEN M. ROSS, 56, is a Director of RIAI. Mr. Ross is also President,
Director and shareholder of The Related Realty Group, Inc., the General Partner
of The Related 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 than
received a Master of Laws degree in taxation from New York University School of
Law. He joined the accounting firm of Coopers & Lybrand in Detroit as a tax
specialist and later moved to New York, where he worked for two large Wall
Street investment banking firms in their real estate and corporate finance
departments. Mr. Ross formed the predecessor of The Related Companies, L.P. in
1972 to develop, manage, finance and acquire subsidized and conventional
apartment developments.

J. MICHAEL FRIED, 52, is President of RIAI. Mr. Fried is the sole
shareholder of one of the general partners of Related Capital Corporation
("Capital"), a real estate finance and acquisition affiliate of the Related
General Partner. In that capacity, he is responsible for all of Capital's
syndication, finance, 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, 41, is a Senior Vice President of RIAI. Mr. Hirmes has been
a Certified Public Accountant in New York since 1978. Prior to joining Capital
in October 1983, Mr. Hirmes was employed by Weiner & Co., Certified Public
Accountants. Mr. Hirmes is also a Vice President of Capital. Mr. Hirmes
graduated from Hofstra University with a Bachelor of Arts degree.

STUART J. BOESKY, 40, is a Vice President of RIAI. Mr. Boesky practiced
real estate and tax law in New York City with the law firm of Shipley &
Rothstein from 1984 until February 1986 when he joined 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 specializing in real estate
at the accounting firm of Laventhol & Horwath. Mr. Boesky graduated from
Michigan State University with a Bachelor of Arts degree and from Wayne State
School of Law with a Juris Doctor degree. He then received a Master of Laws
degree in Taxation from Boston University School of Law.

RYNE A. NISHIMI, 37, is a Vice President of RIAI. Mr. Nishimi is a Senior
Vice President of and serves as the National Sales Manager for Capital and has
held other positions in marketing since joining Capital in 1983. From 1981 to
1983, Mr. Nishimi worked for Fox & Carskadon Financial Corporation as a
Marketing Manager in their real estate syndication operation. Mr. Nishimi
graduated from Santa Clara University School of Business Administration with a
Bachelor of Science degree.

MARC D. SCHNITZER, 35, is Vice President of RIAI. He is responsible both
for financial restructurings of real estate properties and directing Capital's
acquisitions of properties generating Housing Tax Credits. Mr. Schnitzer
received a Masters of Business Administration from The Wharton School of the
University of Pennsylvania in December 1987 before joining Related in January
1988. From 1983 to January 1986, he was a financial analyst for the First Boston
Corporation in New York. Mr. Schnitzer graduated summa cum laude with a Bachelor
of Science in Business Administration from the School of Management at Boston
University in May 1983.

LAWRENCE J. LIPTON, 40, is Treasurer and an Assistant Vice President of
RIAI. Mr. Lipton is also controller of The Related Companies, L.P. Mr. Lipton
has been a Certified Public Accountant in New York since 1989. Prior to joining
Related, Mr. Lipton was employed by Deloitte & Touche form 1987-1991. Mr. Lipton
graduated from Rutgers College with a Bachelor of Arts degree and from Baruch
College with a Masters of Business Administration degree.

ROBERT BORDONARO, 42, is Assistant Vice President of RIAI. Mr. Bordonaro is
also a controller of The Related Companies, L.P. Mr. Bordonaro has been a
Certified Public Accountant in New York since 1977. Prior to joining Related,
Mr. Bordonaro was employed by the accounting firms of Weiner & Co. from
1982-1985 and Arthur Young from 1975-1981. Mr. Bordonaro graduated from New York
University with a Bachelor of Science degree in 1974 and with a Masters of
Business Administration degree in 1975.

-32-



LYNN A. McMAHON, 40, is Secretary of RIAI. Since 1983, she has served as
Assistant to the President of Capital. From 1978 to 1983 she was employed at
Sony Corporation of America in the Government Relations Department.

SUSAN J. McGUIRE, 49, is Assistant Secretary of RIAI. Since January 1977
she has served as Assistant to the President and Office Manager at Capital. From
May 1973 to January 1977, she was employed as an administrative assistant with
Condren, Walker & Co., Inc., an investment banking firm in New York City. Ms.
McGuire attended Queensboro Community College.


Item 11. Executive Compensation.

The Partnership has no officers or directors. The Partnership does not pay
or accrue any fees, salaries or other forms of compensation to directors or
officers of the General Partners for their services. Under the terms of the
Partnership Agreement, the General Partner and its affiliates are entitled to
receive compensation from the Partnership in consideration of certain services
rendered to the Partnership by such parties. In addition, the General Partner is
entitled to 1% of all cash distributions and Tax Credit allocations and a
subordinated 15% interest in Net Sales or Refinancings Proceeds. See Note 8 to
the Financial Statements in Item 8 above for a presentation of the types and
amounts of compensation paid to the General Partner and its affiliates, which is
incorporated herein by reference thereto.

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


Item 12. Security Ownership of Certain Beneficial Owners and Management.




Name and Address of Amount and Nature of Percentage
Title of Class Beneficial Ownership Beneficial Ownership of Class_
- -------------- -------------------- -------------------- ---------

General Partnership Related Independence $1,000 capital contribution 98%
Interest in the Partnership Associates L.P. -directly owned
625 Madison Avenue
New York, NY 10022

Independence SLP L.P. $10 capital contribution 2%
625 Madison Avenue -directly owned
New York, NY 10022


Independence SLP L.P., a limited partnership whose general partner is the
General Partner of the Partnership and which acts as the special limited partner
of each Local Partnership, holds a 1% limited partnership interest in each Local
Partnership. See Note 8 to the Financial Statements in Item 8 above, which
information is incorporated herein by reference thereto.

No person is known by the Partnership to be the beneficial owner of more
than five percent of the Limited Partnership Interests and/or BACs, and neither
the General Partner or any director or officer of the General Partner
beneficially owns any Limited Partnership Interests or BACs.

Item 13. Certain Relationships and Related Transactions.

The Partnership has and will continue to have certain relationships with
the General Partner and its affiliates, as discussed in Item 11 and also Note 8
to the Financial Statements in Item 8 above, which is incorporated herein by
reference. However, there have been no direct financial transactions between the
Partnership and the directors and officers of the General Partner.


-33-


PART IV

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

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

(a) 1. Consolidated Financial Statements

Independent Auditors' Report 14

Balance Sheets at March 31, 1996 and 1995 92

Statements of Operations for the Years Ended March
31, 1996, 1995 and 1994 93

Statements of Changes in Partners' Capital for the
Years Ended March 31, 1996, 1995 and 1994 94

Statements of Cash Flows for the Years Ended March
31, 1996, 1995 and 1994 95

Notes to Financial Statements 97


(a) 2. Consolidated Financial Statement Schedules

Independent Auditors' Report 115

Schedule I- Condensed Financial Information of Registrant 116

Schedule III - Real Estate and Accumulated Depreciation 119



-34-

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



Sequential
(a) 3. Exhibits Page
-------- ----------

(3A) Form of Amended and Restated Agreement of Limited
Partnership of Independence Tax Credit Plus L.P.,
attached to the Prospectus as Exhibit A*

(3B) Amended and Restated Certificate of Limited Partnership
of Independence Tax Credit Plus L.P.*

(10A) Form of Subscription Agreement attached to the
Prospectus as Exhibit B*

(10B) Form of Purchase and Sales Agreement pertaining to the
Partnership's acquisition of Local Partnership
Interests*

(10C) Form of Amended and Restated Agreement of Limited
Partnership of Local Partnerships*

(22) Subsidiaries of the Registrant 123

(27) Financial Data Schedule (filed herewith) 124

*Incorporated herein as an exhibit by reference to
exhibits filed with Pre-Effective Amendment No. 1 to
the Independence Tax Credit Plus L.P. Registration
Statement on Form S-11 Registration No. 33-37704

(b) Reports on Form 8-K

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


-35-


SIGNATURES



Pursuant to the requirements of Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


INDEPENDENCE TAX CREDIT PLUS L.P.
(Registrant)



By: RELATED INDEPENDENCE ASSOCIATES L.P.
a General Partner


By: RELATED INDEPENDENCE ASSOCIATES INC.
a General Partner



Date: June 28, 1996 By: /s/ J. Michael Fried
--------------------
J. Michael Fried
President and Director
(Principal Executive Officer)


-38-



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

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

/s/ J. Michael Fried President and Chief Executive
- ---------------------- Officer (principal executive
J. Michael Fried officer) and Director of Related
Independence Associates Inc. June 28, 1996


/s/ Lawrence J. Lipton Treasurer (principal financial and
- ---------------------- accounting officer) of Related
Lawrence J. Lipton Independence Associates Inc. June 28, 1996


/s/ Stephen M. Ross Director of Related Independence
- ---------------------- Associates Inc. June 28, 1996
Stephen M. Ross

-39-


[Letterhead of Trien, Rosenberg, Felix, Rosenberg, Barr & Weinberg, LLP]


INDEPENDENT AUDITORS' REPORT

To the Partners of
Independence Tax Credit Plus L.P. and Subsidiaries
(A Delaware Limited Partnership)

In connection with our audits of the consolidated financial statements of
Independence Tax Credit Plus L.P. and Subsidiaries included in the Form 10-K as
presented in our opinion dated June 27, 1996 on pages 14 and 15, and based on
the reports of other auditors, we have also audited supporting Schedules I and
III for the 1995 and 1994 Fiscal Years. In our opinion, and based on the reports
of the other auditors, these consolidated schedules present fairly, when read in
conjunction with the related consolidated financial statements, the financial
date required to be set forth therein.


/s/ Trien, Rosenberg, Felix,
Rosenberg, Barr & Weinberg, LLP


TRIEN, ROSENBERG, FELIX,
ROSENBERG, BARR & WEINBERG, LLP

New York, New York
June 27, 1996




INDEPENDENCE TAX CREDIT PLUS L.P.
SCHEDULE I
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
(NOT INCLUDING CONSOLIDATED SUBSIDIARY PARTNERSHIPS)

CONDENSED BALANCE SHEETS


ASSETS
March 31,
---------------------------
1996 1995
----------- -----------
Cash and cash equivalents $ 364,916 $ 506,357
Investment in subsidiary partnerships 55,022,435 58,740,832
Cash held in escrow 1,309,529 1,655,779
Due from subsidiary partnership 669,441 699,441
Due from general partner and affiliates 0 283,371
Other assets 134,719 144,719
----------- -----------

Total assets $57,501,040 $62,030,499
=========== ===========


LIABILITIES AND PARTNERS' CAPITAL


Other liabilities $ 3,314 $ 2,291
Due to general partners and affiliates 390,933 3,526
----------- -----------

Total liabilities 394,247 5,817

Partners' capital (a) 57,106,793 62,024,682
----------- -----------

Total liabilities and partners' capital $57,501,040 $62,030,499
=========== ===========

Investments in subsidiary partnerships are recorded in accordance with the
equity method of accounting, wherein the investments are not reduced below zero.

(a) Condensed partners' capital includes $872,065 and $907,660 of related party
income at March 31, 1996 and 1995, respectively.


-1-


INDEPENDENCE TAX CREDIT PLUS L.P.
SCHEDULE I
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
(NOT INCLUDING CONSOLIDATED SUBSIDIARY PARTNERSHIPS)

CONDENSED STATEMENTS OF OPERATIONS




Year Ended March 31
-----------------------------------------
1996 1995 1994
----------- ----------- -----------

Revenues $ 12,533 $ 98,628 $ 1,439,253
----------- ----------- -----------

Expenses

Administrative and management 144,290 187,619 415,029
Administrative and management-related parties 770,077 986,595 1,015,621
Amortization 10,000 10,000 10,000
----------- ----------- -----------

Total Expenses 924,367 1,184,214 1,440,650
----------- ----------- -----------

Loss from operations (911,834) (1,085,586) (1,397)

Equity in loss of subsidiary partnerships (4,006,055) (2,705,237) (1,555,536)
----------- ----------- -----------

Net loss $(4,917,889) $(3,790,823) $(1,556,933)
=========== =========== ===========



-2-


INDEPENDENCE TAX CREDIT PLUS L.P.
SCHEDULE I
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
(NOT INCLUDING CONSOLIDATED SUBSIDIARY PARTNERSHIPS)

CONDENSED STATEMENTS OF CASH FLOWS



Year Ended March 31
--------------------------------------------
1996 1995 1994
------------ ------------ ------------

Cash flows from operating activities:

Net loss $ (4,917,889) $ (3,790,823) $ (1,556,933)
------------ ------------ ------------

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

Equity in loss of subsidiary partnerships 4,006,055 2,705,237 1,555,536
Increase (decrease) in other liabilities 1,023 (37,868) 3,591
Decrease (increase) in due from general partner
and affiliates 670,778 (182) (713,352)
------------ ------------ ------------

Total adjustments 4,677,856 2,667,187 845,775
------------ ------------ ------------

Net cash used in operating activities (240,033) (1,123,636) (711,158)
------------ ------------ ------------

Cash flows from investing activities:

Decrease in cash
held in escrow-purchase price payments 346,250 5,243,974 4,021,596
Decrease in other assets 10,000 209,033 778,573
Investment in subsidiary partnerships (346,250) (7,554,058) (27,144,556)
Distributions from subsidiaries 58,592 2,930 53,983
Decrease in due from subsidiary partnership 30,000 0 0
------------ ------------ ------------

Net cash provided by (used in) investing activities 98,592 (2,098,121) (22,290,404)
------------ ------------ ------------

Cash flows from financing activities:

Decrease in due from general partner
and affiliates 0 123,500 66,288
------------ ------------ ------------

Net decrease in cash and cash equivalents (141,441) (3,098,257) (22,935,274)

Cash and cash equivalents, beginning of year 506,357 3,604,614 26,539,888
------------ ------------ ------------

Cash and cash equivalents, end of year $ 364,916 $ 506,357 $ 3,604,614
============ ============ ============



-3-


INDEPENDENCE TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
Partnership Property Pledged as Collateral
MARCH 31. 1996



Cost
Initial Cost to Partnership Capitalized
---------------------------- Subsequent to
Buildings and Acquisition:
Description Encumbrances Land Improvements Improvements
----------- ------------ ---- ------------ ------------

Apartment Complexes

Harbor Court Limited $ 0 $ 137,450 $ 1,007,966 $ 69,289
Partnership
Staten Island, NY
Old Public Limited 636,263 10,000 1,713,310 74,504
Partnership
Lawrenceburg, TN
Lancaster Terrace Limited 1,741,086 161,269 3,679,601 38,325
Partnership
Salem, OR
655 North Street Limited 5,163,600 125,500 3,040,980 5,604,866
Partnership
Baton Rouge, LA
Landreth Venture 3,431,543 1,765 5,903,337 20,983
Philadelphia, PA
Homestead Apartments 3,605,478 329,402 0 5,916,800
Associates Ltd.
Homestead, FL
Bethel Villa Associates, 6,966,654 270,000 5,969,354 2,921,723
L.P.
Wilmington, DE
West Diamond Street 1,558,638 30,829 3,444,649 40,009
Associates
Philadelphia, PA
Susquehanna Partners 1,935,557 16,000 0 3,973,428
Philadelphia, PA



Life on which
Gross Amount at which Carried At Close of Period Depreciation in
-------------------------------------------------- Year of Latest Income
Buildings and Accumulated Construction/ Date Statement is
Description Land Improvements Total Depreciation Renovation Acquired Computed(a)
----------- ---- ------------ ----- ------------ ---------- -------- -----------

Apartment Complexes

Harbor Court Limited $ 140,813 $ 1,073,892 $ 1,214,705 $ 153,107 1991 Dec. 1991 27.5 years
Partnership
Staten Island, NY
Old Public Limited 13,640 1,784,174 1,797,814 256,464 1991 Dec. 1991 27.5 years
Partnership
Lawrenceburg, TN
Lancaster Terrace Limited 163,105 3,716,090 3,879,195 635,230 1992 Feb. 1992 15-27.5 years
Partnership
Salem, OR
655 North Street Limited 127,751 8,643,595 8,771,346 983,300 1992 Mar. 1992 27.5 years
Partnership
Baton Rouge, LA
Landreth Venture 3,645 5,922,436 5,926,081 488,764 1992 Mar. 1992 40 years
Philadelphia, PA
Homestead Apartments 331,468 5,914,734 6,246,202 422,762 1992 Mar. 1992 40 years
Associates Ltd.
Homestead, FL
Bethel Villa Associates, 275,099 8,885,978 9,161,077 1,072,379 1992 Apr. 1992 27.5 years
L.P.
Wilmington, DE
West Diamond Street 32,414 3,483,073 3,515,487 271,989 1992 May 1992 40 years
Associates
Philadelphia, PA
Susquehanna Partners 17,585 3,971,843 3,989,428 283,396 1992 May 1992 20-40 years
Philadelphia, PA



INDEPENDENCE TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
Partnership Property Pledged as Collateral (Continued)
MARCH 31. 1996



Cost
Initial Cost to Partnership Capitalized
---------------------------- Subsequent to
Buildings and Acquisition:
Description Encumbrances Land Improvements Improvements
----------- ------------ ---- ------------ ------------

Boston Bay Limited 3,365,404 440,000 4,143,758 646,556
Partnership
Boston, MA
Morrant Bay Limited 5,079,216 650,000 5,522,250 999,896
Partnership
Boston, MA
Hope Bay Limited 1,509,225 225,000 1,435,185 501,915
Partnership
Boston, MA
Lares Apartments Limited 4,512,406 137,000 0 5,452,732
Partnership
Lares, PR
Lajas Apartments Limited 4,160,425 110,090 4,952,929 57,082
Partnership
Lajas, PR
Arlington-Rodeo Properties 3,543,123 624,052 0 4,979,377
Los Angeles, CA
Conifer Bateman Associates 1,097,789 15,000 2,525,729 52,319
Lowville, NY
Hampden Hall Associates, 3,295,000 0 0 7,811,012
L.P.
St. Louis, MO
Chester Renaissance 853,000 33,667 168,333 1,678,142
Associates
Chester, PA




Life on which
Gross Amount at which Carried At Close of Period Depreciation in
-------------------------------------------------- Year of Latest Income
Buildings and Accumulated Construction/ Date Statement is
Description Land Improvements Total Depreciation Renovation Acquired Computed(a)
----------- ---- ------------ ----- ------------ ---------- -------- -----------

Boston Bay Limited 441,585 4,788,729 5,230,314 657,530 1991 Aug. 1992 27.5 years
Partnership
Boston, MA
Morrant Bay Limited 651,585 6,520,561 7,172,146 909,620 1991 Aug. 1992 27.5 years
Partnership
Boston, MA
Hope Bay Limited 226,585 1,935,515 2,162,100 268,378 1991 Aug. 1992 27.5 years
Partnership
Boston, MA
Lares Apartments Limited 151,585 5,438,147 5,589,732 432,834 1992 Aug. 1992 40 years
Partnership
Lares, PR
Lajas Apartments Limited 111,675 5,008,426 5,120,101 464,427 1992 Aug. 1992 40 years
Partnership
Lajas, PR
Arlington-Rodeo Properties 625,637 4,977,792 5,603,429 402,141 1992 Aug. 1992 27.5 years
Los Angeles, CA
Conifer Bateman Associates 16,585 2,576,463 2,593,048 330,015 1990 Aug. 1992 15-27.5 years
Lowville, NY
Hampden Hall Associates, 1,585 7,809,427 7,811,012 631,020 1992 Sep. 1992 27.5 years
L.P.
St. Louis, MO
Chester Renaissance 42,153 1,837,989 1,880,142 117,554 1992 Sep. 1992 20-40 years
Associates
Chester, PA



INDEPENDENCE TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
Partnership Property Pledged as Collateral (Continued)
MARCH 31. 1996


Cost
Initial Cost to Partnership Capitalized
---------------------------- Subsequent to
Buildings and Acquisition:
Description Encumbrances Land Improvements Improvements
----------- ------------ ---- ------------ ------------

Homestead Apartments II, 3,542,380 338,966 0 5,254,556
LTD.
Homestead, FL
P.S. 157 Associates, L.P. 6,740,018 36,500 9,350,642 58,381
New York, NY
Cloisters Limited 0 35,160 0 9,446,151
Partnership II
Philadelphia, PA
Creative Choice Homes II, 12,483,476 0 0 21,411,509
LTD.
Opa-Locka, FL
Milford Crossing 2,695,472 203,006 0 4,467,373
Associates L.P.
Milford, DE
BX-7F Associates, L.P. 3,952,509 4 5,705,064 43,481
Bronx, NY
Los Angeles Limited 3,627,689 201,210 0 6,597,933
Partnership
Rio Piedras, PR
Christine Apartments, L.P. 1,245,000 10,000 2,351,072 62,250
Buffalo, NY
Plainsboro Housing 4,130,899 800,000 0 8,830,180
Partners, L.P.
Plainsboro, NJ



Life on which
Gross Amount at which Carried At Close of Period Depreciation in
-------------------------------------------------- Year of Latest Income
Buildings and Accumulated Construction/ Date Statement is
Description Land Improvements Total Depreciation Renovation Acquired Computed(a)
----------- ---- ------------ ----- ------------ ---------- -------- -----------

Homestead Apartments II, 340,551 5,252,971 5,593,522 312,206 1992 Oct. 1992 40 years
LTD.
Homestead, FL
P.S. 157 Associates, L.P. 38,085 9,407,438 9,445,523 733,301 1992 Nov 1992 40 years
New York, NY
Cloisters Limited 36,745 9,444,566 9,481,311 632,815 1992 Nov 1992 40 years
Partnership II
Philadelphia, PA
Creative Choice Homes II, 574,637 20,836,872 21,411,509 1,230,297 1988 Dec 1992 40 years
LTD.
Opa-Locka, FL
Milford Crossing 210,591 4,459,788 4,670,379 377,324 1992 Dec. 1992 27.5 years
Associates L.P.
Milford, DE
BX-7F Associates, L.P. 2,178 5,746,371 5,748,549 353,786 1993 Jan. 1993 40 years
Bronx, NY
Los Angeles Limited 203,384 6,595,759 6,799,143 253,395 1994 Apr. 1993 40 years
Partnership
Rio Piedras, PR
Christine Apartments, L.P. 12,174 2,411,148 2,423,322 203,160 1993 June 1993 27.5 years
Buffalo, NY
Plainsboro Housing 802,174 8,828,006 9,630,180 436,741 1994 July 1993 27.5 years
Partners, L.P.
Plainsboro, NJ



INDEPENDENCE TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
Partnership Property Pledged as Collateral (Continued)
MARCH 31. 1996



Cost
Initial Cost to Partnership Capitalized
---------------------------- Subsequent to
Buildings and Acquisition:
Description Encumbrances Land Improvements Improvements
----------- ------------ ---- ------------ ------------

Rolling Green Associates, 16,785,000 180,000 19,583,101 286,048
L.P.
Syracuse, NY
------------ ---------- ----------- -----------
$107,656,850 $5,121,866 $80,497,260 $97,296,820
============ ========== =========== ===========



Life on which
Gross Amount at which Carried At Close of Period Depreciation in
-------------------------------------------------- Year of Latest Income
Buildings and Accumulated Construction/ Date Statement is
Description Land Improvements Total Depreciation Renovation Acquired Computed(a)
----------- ---- ------------ ----- ------------ ---------- -------- -----------


Rolling Green Associates, 182,174 19,866,975 20,049,149 2,123,780 1992 Oct. 1993 27.5 years
L.P.
Syracuse, NY
---------- ------------ ------------ -----------
$5,777,188 $177,138,758 $182,915,946 $15,437,715
========== ============ ============ ===========


(a) Personal property is depreciated over the estimated useful life ranging
from 3 to 10 years.


Cost of Property and Equipment Accumulated Depreciation
------------------------------ ------------------------
Year Ended March 31
----------------------------------------------------------------------------------------------------
1996 1995 1994 1996 1995 1994
--------------- ----------------- --------------- ---------------- ------------- -------------

Balance at beginning of period $182,534,521 $166,201,677 $57,778,195 $ 9,648,615 $4,236,820 $762,800

Additions during period:
Improvements 924,831 16,535,765 108,481,165
Depreciation expense 5,858,536 5,412,437 3,474,020

Reductions during period:
Dispositions 5,828 202,921 57,683 0 642 0
Adjustments 537,578 0 0 69,436 0 0
------------ ------------ ------------ ----------- ---------- ----------
Balance at end of period $182,915,946 $182,534,521 $166,201,677 $15,437,715 $9,648,615 $4,236,820
============ ============ ============ =========== ========== ==========


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