UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________

FORM 10-Q

______________

(Mark One)

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

For the quarterly period ended ~~December~~June 3130, ~~2008~~2009

[o ] 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.

(Formerly known as Independence Tax Credit Plus Program)

(Exact name of registrant as specified in its charter)

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

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

Registrant’s telephone number, including area code (212) 317-5700

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 þ No ~~[ ]~~o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [o ] Accelerated filer [o ] Non-accelerated filer [o ] (Do not check if a smaller reporting company) Smaller reporting company xþ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No xþ

PART I - Financial Information

Item 1. Financial Statements

INDEPENDENCE TAX CREDIT PLUS L.P.

AND SUBSIDIARIES

Consolidated Balance Sheets

	December 31, 2008			March 31, 2008
	June 30, 2009			March 31, 2009
	(Unaudited)			(Audited)
ASSETS
Operating Assets
Property and equipment, at cost, net of accumulated depreciation of $29,485,053 and $61,526,197, respectively	$	33,281,123		$	78,650,906
Property and equipment, at cost, net of accumulated depreciation of $22,670,832 and $22,315,148, respectively	$	22,337,471		$	22,693,155
Cash and cash equivalents		45,~~267~~270,~~318~~220			45,~~056~~253,~~150~~902
Cash held in escrow		21,~~814~~845,~~327~~928			72,~~140~~005,~~700~~856
Deferred costs, net of accumulated amortization of $388,950 and $1,284,026, respectively		346,432			656,411
Deferred costs, net of accumulated amortization of $273,033 and $269,495, respectively		196,006			199,544
Other assets		~~801~~705,~~742~~135			1792,~~355,639~~384
Total operating assets		4130,~~510~~354,~~942~~760			9130,~~859~~944,~~806~~841
Assets from discontinued operations (Note 6)
Property and equipment held for sale, net of accumulated depreciation of $23,611,498 and $9,242,996, respectively		28,980,434			6,378,404
Property and equipment held for sale, net of accumulated depreciation of $21,810,286 and $21,815,503, respectively		29,020,420			29,015,203
Net assets held for sale		4,~~720~~295,~~378~~816			34,~~791~~246,~~881~~142
Total assets from discontinued operations		33,~~700~~316,~~812~~236			1033,~~170~~261,~~285~~345
Total assets	$	7563,~~211~~670,~~754~~996		$	~~102~~64,~~030~~206,~~091~~186
LIABILITIES AND PARTNERS’ DEFICIT
Operating Liabilities
Mortgage notes payable	$	2420,~~955~~505,~~541~~588		$	6320,~~332~~705,~~026~~851
Accounts payable		1,~~064~~044,~~111~~763			31,~~914~~181,~~793~~205
Accrued interest payable		10,~~581~~745,~~965~~339			1110,~~332~~496,~~424~~943
Security deposits payable		~~275~~165,~~847~~818			~~555~~169,~~107~~564
Due to local general partners and affiliates		~~986~~777,~~259~~551			12745,~~498,138~~843
Due to general partners and affiliates		89,~~217~~921,~~622~~853			139,~~688~~756,~~107~~202
Total operating liabilities		4643,~~081~~160,~~345~~912			~~105~~43,~~320~~055,~~595~~608
Liabilities from discontinued operations (Note 6)
Mortgage notes payable of assets held for sale		2119,~~246~~002,~~370~~214			719,~~478~~248,~~590~~504
Net liabilities held for sale (including minority interest)		20,325,154			730,900
Net liabilities held for sale		16,093,147			15,690,152
Total liabilities from discontinued operations		4135,~~571~~095,~~524~~361			834,~~209~~938,~~490~~656
Total liabilities		8778,~~652~~256,~~869~~273			~~113~~77,~~530~~994,~~085~~264
Minority interests		6,298,555			4,761,586
Commitments and contingencies (Note 7)
Partners’ deficit
Limited partners (76,786 BACs issued and outstanding)		(1721,~~937~~052,~~709~~136	)		(1520,~~424~~269,~~134~~539	)
General partners		~~(801~~2,~~961~~916,679	)		~~(837~~2,~~446~~924,584	)
Total partners’ deficit		(18,739,670	)		(16,261,580	)
Independence Tax Credit Plus L.P. total		(18,135,457	)		(17,344,955	)
Total liabilities and partners’ deficit	$	75,211,754		$	102,030,091
Noncontrolling interests		3,550,180			3,556,877
Total deficit		(14,585,277	)		(13,788,078	)
Total liabilities and partners' deficit	$	63,670,996		$	64,206,186
See accompanying notes to consolidated financial statements.

- 2 -

INDEPENDENCE TAX CREDIT PLUS L.P.

AND SUBSIDIARIES

Consolidated Statements of Operations

(Unaudited)

	Three Months Ended December 31,						Nine Months Ended December 31,
	Three Months Ended June 30,
	2008			2007*			2008			2007*
	2009				2008*
Revenues
Rental income	$	21,~~058~~766,~~323~~563		$	~~2,011,681~~$	1,697,856	$	~~6,052,472~~		$	~~5,972,734~~
Other income		6946,~~001~~912			~~73,118~~	49,946		~~188,871~~			~~192,207~~
Total revenues		21,~~127~~813,~~324~~475			~~2,084,799~~	1,747,802		~~6,241,343~~			~~6,164,941~~
Expenses
General and administrative		~~414~~386,~~046~~514			~~380,727~~	416,642		~~1,331,369~~			~~1,233,891~~
General and administrative-related parties (Note 2)		~~432~~268,~~972~~407			~~417,743~~	367,875		~~1,205,394~~			~~1,189,660~~
Repairs and maintenance		~~529~~476,~~154~~046			~~683,483~~	488,536		~~1,620,718~~			~~1,922,374~~
Operating		~~242~~435,~~650~~104			~~253,375~~	413,473		~~1,050,188~~			~~1,014,310~~
Taxes		~~147~~121,~~762~~049			~~150,785~~	127,922		~~452,164~~			~~458,113~~
Insurance		~~125~~110,~~393~~412			~~137,253~~	112,433		~~373,877~~			~~404,942~~
Financial, principally interest		~~425~~352,~~180~~107			~~417,029~~	359,150		~~1,281,378~~			~~1,268,970~~
Depreciation and amortization		~~462~~354,~~471~~005			~~465,393~~	404,954		~~1,379,612~~			~~1,389,353~~
Loss on impairment of fixed assets		800,000			0			800,000			0
Total expenses from operations		2,503,644				2,690,985
Total expenses from operation		3,579,628			2,905,788			9,494,700			8,881,613
Loss from operations		(690,169	)			(943,183	)
Loss from operations before minority interest		(1,452,304	)		(820,989	)		(3,253,357	)		(2,716,672	)
Income (loss) from discontinued operations		92,370				(381,234	)
Minority interest in loss of subsidiaries from operations		19,391			6,685			36,872			18,822
Net loss		(597,799	)			(1,324,417	)
Loss from operations		(1,432,913	)		(814,304	)		(3,216,485	)		(2,697,850	)
Net loss attributable to noncontrolling interests from operation		8,125				7,036
Discontinued operations:
Net income attributable to noncontrolling interests from discontinued operations		(200,828	)			(870,485	)
Income (loss) from discontinued operations (including minority interest and gain on sale of properties) (Note 6)		1,593,974			(322,981	)		677,520			678,721
Net income attributable to noncontrolling interests		(192,703	)			(863,449	)
Net income (loss)	$	161,061		$	(1,137,285	)	$	(2,538,965	)	$	(2,019,129	)
Net loss attributable to Independence Tax Credit Plus	$	(790,502	)		$	(2,187,866	)
Loss from operations – limited partners	$	(1675,~~418,584~~224	)	$	~~(806,161~~$	)(926,785	$)	~~(3,184,320~~	)	$	~~(2,670,872~~	)
Income (loss) from discontinued operations (including minority interest and gain on sale of properties) – limited partners		1,578,034			(319,751	)		670,745			671,934
Loss from discontinued operations (including gain on sale of properties) – limited partners		(107,373	)			(1,239,202	)
Net income (loss) – limited partners	$	159,450		$	(1,125,912	)	$	(2,513,575	)	$	(1,998,938	)
Net loss – limited partners	$	(782,597	)		$	(2,165,987	)
Number of BACs outstanding		76,786			~~76,786~~	76,786		~~76,786~~			~~76,786~~
Loss from operations per BAC	$	(18.47	)	$	(10.50	)	$	(41.47	)	$	(34.78	)
Loss from operations per weighted average BAC	$	(8.79	)		$	(12.07	)
Income (loss) from discontinued operations per BAC		20.55			(4.16	)		8.74			8.75
Loss from discontinued operations per weighted average BAC		(1.40	)			(16.14	)
Net income (loss) per BAC	$	2.08		$	(14.66	)	$	(32.73	)	$	(26.03	)
Net loss per weighted average BAC	$	(10.19	)		$	(28.21	)
*Reclassified for comparative purpose.
* Reclassified for comparative purpose. See accompanying notes to consolidated financial statements.
See accompanying notes to consolidated financial statements.

- 3 -

INDEPENDENCE TAX CREDIT PLUS L.P.

AND SUBSIDIARIES

Consolidated Statement of Changes in Partners’ Deficit

(Unaudited)

	Total			~~Limited Partners~~	Limited Partners		~~General Partner~~		General Partner			Noncontrolling Interests
Partners’ deficit – April 1, 2008	$	(16,261,580	)	$	(15,424,134	)	$	(837,446	)
Partners’ deficit – April 1, 2009	$	(13,788,078	)		$	(20,269,539	)		$	2,924,584		$	3,556,877
Net loss		(2,538,965	)		(2,513,575	)		(25,390	)
Net (loss) income		(597,799	)			(782,597	)			(7,905	)		192,703
Contribution – write-off of related party debt		60,875			0			60,875
Distributions		(199,400	)			0				0			(199,400	)
Partners’ deficit – December 31, 2008	$	(18,739,670	)	$	(17,937,709	)	$	(801,961	)
Partners’ deficit – June 30, 2009	$	(14,585,277	)		$	(21,052,136	)		$	2,916,679		$	3,550,180
See accompanying notes to consolidated financial statements.

- 4 -

INDEPENDENCE TAX CREDIT PLUS L.P.

AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(Unaudited)

	Nine Months Ended December 31,
	Three Months Ended June 30,
	2008			2007
	2009			2008*
Cash flows from operating activities:
Net loss	$	(2597,~~538,965~~799	)	$	(21,~~019~~324,~~129~~417	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Gain on sale of properties		(3,139,991	)		(2,309,105	)
Loss (gain) on sale of properties		49,060			(35,321	)
Depreciation and amortization		2359,~~485,487~~276			31,~~980~~124,~~550~~899
Loss on impairment of fixed assets		1,520,000			0
Increase in due to local general partners and affiliates		43,511			85,494
Minority interest in income of subsidiaries		1,315,752			267,525
Increase (decrease) in due to general partner and affiliates		165,026			(1,144,174	)
Increase (decrease) in due to local general partners and affiliates		124,030			(186,403	)
Increase in accounts payable		26,137			301,468
Decrease in due to general partner and affiliates		(745,982	)		(1,005,033	)
Increase in accrued interest payable		323,718			234,407
Increase in accounts payable		281,985			2,794,363
Increase (decrease) in security deposit payable		12,257			(6,602	)
Increase in accrued interest payable		847,922			699,308
Decrease in other assets		238,470			23,503
(Decrease) increase in security deposit payable		(14,889	)		88,378
(Increase) decrease in cash held in escrow		(68,116	)		416,769
Increase in other assets		(31,125	)		(2,321,256	)
Total adjustments		1,149,339			1,000,443
Decrease (increase) in cash held in escrow		341,045			(30,994	)
Net cash provided by (used in) operating activities		551,540			(323,974	)
Total adjustments		2,984,234			1,977,333
Net cash provided by (used in) operating activities		445,269			(41,796	)
Cash flows from investing activities:
Acquisition of property and equipment		~~(30,603~~0	)		~~(511~~25,~~483~~414	)
Proceeds from sale of properties		~~6,628,420~~0			24,~~023~~017,~~209~~500
Costs paid relating to sale of properties		~~(233,374~~0	)		0(223,374	)
Decrease in cash held in escrow		1,215,958			78,478
Increase in cash held in escrow		(82,558	)		(476,727	)
Increase in due to local general partners and affiliates		~~218,334~~0			~~281~~184,~~141~~405
Net cash provided by investing activities		7,798,735			1,871,345
Net cash (used in) provided by investing activities		(82,558	)		3,527,218
Cash flows from financing activities:
Repayment of mortgage notes		(8446,~~250,275~~553	)		(24,~~077~~516,~~003~~246	)
Decrease in deferred costs		0			(1136,~~750~~165	)
Decrease in due to local general partners and affiliates		~~(49,339~~0	)		(2512,~~778~~130	)
Decrease in capitalization of consolidated subsidiaries attributable to minority interest		(67,607	)		(125,095	)
Decrease in capitalization of consolidated subsidiaries attributable to noncontrolling interests		0			(1,801	)
Net cash used in financing activities		(8446,~~367,221~~553	)		(24,~~229~~394,~~626~~012	)
Net decrease in cash and cash equivalents		(123,217	)		(400,077	)
Net increase (decrease) in cash and cash equivalents		22,429			(1,190,768	)
Cash and cash equivalents at beginning of period		45,~~413~~292,~~853~~033			24,~~372~~413,~~168~~853
Cash and cash equivalents at end of period*	$	4,290,636		$	1,972,091
Cash and cash equivalents at end of period**	$	5,314,462		$	3,223,085
Summarized below are the components of the gain on sale of properties:
Summarized below are the components of the loss (gain) on sale of properties:
Proceeds from sale of properties – net	$	~~(6,395,046~~0	)	$	(23,~~023~~794,~~209~~126	)
Property and equipment, net of accumulated depreciation		~~18,032,953~~0			78,~~014~~559,~~871~~391
Other assets		~~467~~33,~~507~~054			3179,~~771,249~~032
Cash held in escrow		177,~~677,149~~493			~~198~~506,~~951~~969
Deferred costs		~~1,016,749~~0			5120,~~595~~255
Mortgage notes payable		~~(16,358,430~~0	)		(64,~~751~~298,~~258~~678	)
Accounts payable and other liabilities		(161,~~449,974~~487	)		(2960,~~704,562~~871	)
Due to general partners and affiliates		~~558,566~~0			(185,~~706,139~~000	)
Due to local general partners and affiliates		~~(750~~199,~~340~~400	)		(~~160~~202,~~603~~293	)
Capital Contribution – General Partner		60,875			0
Decrease in capitalization of consolidated subsidiaries attributable to noncontrolling interests		(199,400	)		0
*Cash and cash equivalents at end of period, includes cash and cash equivalents from discontinued operations of $23,318 and $493,748, respectively.
Capital Contribution – General Partner		0			40,000
* Reclassified for comparative purposes. ** Cash and cash equivalents at end of period, includes cash and cash equivalents from discontinued operations of $44,242 and $787,525, respectively.
See accompanying notes to consolidated financial statements.

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INDEPENDENCE TAX CREDIT PLUS L.P.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

~~December 31,~~June ~~2008~~30, 2009

(Unaudited)

NOTE 1 – General

The consolidated financial statements include the accounts of Independence Tax Credit Plus L.P. (the “Partnership”) and ~~twenty-three~~twelve other limited partnerships (“subsidiary partnerships”, “subsidiaries” or “Local Partnerships”) owning leveraged apartment complexes (“Properties”) that are eligible for the low-income housing tax credit (“Tax Credit”). The general partner of the Partnership is Related Independence Associates L.P., a Delaware limited partnership (the “General Partner”). Through the rights of the Partnership and/or an affiliate of the General Partner, which affiliate has a contractual obligation to act on behalf of the Partnership to remove the general partner of the subsidiary local partnerships (“Local General Partners”) and to approve certain major operating and financial decisions, the Partnership has a controlling financial interest in the subsidiary partnerships.

For financial reporting purposes, the Partnership’s fiscal quarter ends ~~December~~June 3130. All subsidiaries have fiscal quarters ending ~~September~~March 3031. Accounts of the subsidiaries have been adjusted for intercompany transactions from ~~October~~April 1 through ~~December~~June 3130. The Partnership’s ~~fiscal~~ fiscal quarter ends ~~December~~June 3130 in order to allow adequate time for the subsidiaries’ financial statements to be prepared and consolidated.

All intercompany accounts and transactions with the subsidiary partnerships have been eliminated in consolidation.

~~Increases~~The Partnership has adopted SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements, (~~decreases~~“SFAS No. 160”) inwhich is effective for fiscal year ends beginning after December 15, 2008. In accordance with SFAS No. 160, income attributable to noncontrolling interests amounted to approximately $193,000 for the ~~capitalization~~three months ended June 30, 2009. Prior to the adoption of ~~consolidated~~this ~~subsidiaries~~SFAS, losses attributable to ~~minority~~noncontrolling ~~interest~~interests ~~arise~~which ~~from~~exceeded ~~cash~~the ~~contributions~~noncontrolling ~~and~~interests’ ~~cash~~investment in ~~distributions~~a subsidiary partnership were charged to the Partnership. Such ~~minority~~losses ~~interest~~aggregated approximately $10,000 for the three months ended June 30, 2008. The Partnership’s investment in each subsidiary is equal to the respective subsidiary’s partners’ equity less noncontrolling interest capital, if any.

~~Losses~~Certain ~~attributable~~information toand ~~minority~~note ~~interest~~disclosures ~~which~~normally ~~exceed~~included ~~the~~in ~~minority~~financial ~~interests’~~statements ~~investment~~prepared in aaccordance ~~subsidiary~~with ~~have~~accounting ~~been~~principles ~~charged~~generally toaccepted ~~the~~in ~~Partnership. Such~~the ~~losses~~United ~~aggregated~~States ~~approximately~~of ~~$17,000~~America ~~and~~(“GAAP”) ~~$11,000~~have ~~and~~been ~~$31,000~~omitted ~~and $30,000 for~~or ~~the three and nine months ended December 31, 2008 and 2007, respectively~~condensed. ~~The~~These ~~Partnership’s~~condensed ~~investment~~financial instatements ~~each~~should ~~subsidiary~~be isread in ~~equal~~conjunction towith the ~~respective~~financial ~~subsidiary’s~~statements ~~partners’~~and ~~equity~~notes ~~less~~thereto ~~minority interest capital, if any. In consolidation, all subsidiary partnership losses are~~ included in the Partnership’s ~~capital~~Annual ~~account~~Report ~~except~~on Form 10-K for ~~losses~~the ~~allocated~~period ~~to minority~~ended ~~interest~~March ~~capital~~31, 2009.

~~Certain information~~The books and ~~note~~records ~~disclosures~~of ~~normally~~the ~~included~~Partnership inare ~~financial~~maintained ~~statements prepared~~on the accrual basis of accounting in accordance with ~~accounting~~GAAP. In ~~principles~~the ~~generally~~opinion ~~accepted~~of inthe General Partner, the ~~United~~accompanying ~~States~~unaudited offinancial ~~America~~statements contain all adjustments (~~“GAAP”~~consisting only of normal recurring adjustments) ~~have~~necessary ~~been~~to ~~omitted~~present orfairly ~~condensed.~~the ~~These~~financial ~~condensed~~position ~~financial~~of ~~statements~~the ~~should~~Partnership beas ~~read~~of inJune ~~conjunction~~30, ~~with~~2009, the ~~financial statements~~results ~~and~~of ~~notes~~operations ~~thereto~~and its ~~included~~cash inflows for the ~~Partnership’s~~three ~~Annual~~months ~~Report~~ended onJune ~~Form~~30, 2009 and ~~10-K~~2008. However, the operating results and cash flows for the ~~period~~three months ended ~~March~~June 3130, ~~2008~~2009 may not be indicative of the results for the year.

The books and records of the Partnership are maintained on the accrual basis of accounting in accordance with GAAP. In the opinion of the General Partner, the accompanying unaudited financial statements contain all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the financial position of the Partnership as of December 31, 2008, the results of operations for the three and nine months ended December 31, 2008 and 2007 and its cash flows for the nine months ended December 31, 2008 and 2007. However, the operating results and cash flows for the nine months ended December 31, 2008 may not be indicative of the results for the year.

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

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

~~Recent~~The Partnership ~~Accounting~~has evaluated and disclosed, as applicable, subsequent events ~~Pronouncements~~through August 10, 2009, the issuance date of these financial statements.

In October 2008, the Financial Accounting Standards Board (“FASB”) issued FSP FAS 157-3, Determining the Fair Value of a Financial Asset When the Market for That Asset Is Not Active, which addresses the application of Statement of Financial Accounting Standards (“SFAS”) No.157 for illiquid financial instruments. FSP FAS 157-3 clarifies that approaches to determining fair value other than the market approach may be appropriate when the market for a financial asset is not active. We do not expect the adoption of FSP FAS 157-3 to have a material effect on our consolidated financial statements.

NOTE 2 – Related Party Transactions

An affiliate of the General Partner, Independence SLP L.P., has either a 0.1% or 1% interest as a special limited partner in each of the Local Partnerships. An affiliate of the General Partner also has a ~~minority~~noncontrolling interest in certain ~~Local~~ Local Partnerships.

As of ~~December~~June 3130, ~~2008~~2009 and March 31, ~~2008~~2009, the Partnership owes an affiliate of the General Partner approximately $2,441,000 ~~and $2,953,000, respectively,~~ for ~~operating~~ operating advances. These advances are non-interest bearing and have no set repayment terms. The Partnership has advanced monies to one ~~Local~~ Local Partnership to fund its operations. As of ~~December~~June 3130, ~~2008~~2009 and March 31, 2009 ~~2008~~ the advances from the Partnership to the Local Partnership amounted to approximately $5,170,000 ~~and $5,100,000, respectively~~.

The General Partner and its affiliates perform services for the Partnership. The costs incurred from operations to related parties for the three months ended June 30, 2009 and 2008 were as follows:

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INDEPENDENCE TAX CREDIT PLUS L.P.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

~~December 31,~~June ~~2008~~30, 2009

(Unaudited)

The General Partner and its affiliates perform services for the Partnership. The costs incurred from operations to related parties for the three and nine months ended December 31, 2008 and 2007 were as follows:

	Three Months Ended June 30,
	2009		2008*

Partnership management fees (a)	$	128,000	$	209,000
Expense reimbursement (b)		37,646		55,192
Local administrative fee (c)		3,125		1,250
Total general and administrative-General Partner		168,771		265,442
Property management fees incurred to affiliates of the subsidiary partnerships' general partners (d)		99,636		102,433
Total general and administrative-related parties	$	268,407	$	367,875
* Reclassified for comparative purpose.

	Three Months Ended December 31,				Nine Months Ended December 31,
	2008		2007*		2008		2007*
Partnership management fees (a)	$	196,000	$	220,000	$	614,000	$	660,000
Expense reimbursement (b)		95,991		68,018		206,911		154,291
Local administrative fee (c)		3,750		3,750		11,250		11,250
Total general and administrative-General Partner		295,741		291,768		832,161		825,541
Property management fees incurred to affiliates of the subsidiary partnerships' general partners (d)		137,231		125,975		373,233		364,119
Total general and administrative-related parties	$	432,972	$	417,743	$	1,205,394	$	1,189,660
*Reclassified for comparative purpose.

The General Partner and its affiliates perform services for the Partnership. The costs incurred from discontinued operations to related parties for the three months ended June 30, 2009 and 2008 were as follows:

The General Partner and its affiliates perform services for the Partnership. The costs incurred from discontinued operations to related parties for the three and nine months ended December 31, 2008 and 2007 were as follows:

	Three Months Ended June 30,
	2009		2008*

Local administrative fee (c)	$	2,500	$	10,500
Property management fees incurred to affiliates of the General Partner (d)		0		45,782
Total general and administrative-General Partner		2,500		56,282
Property management fees incurred to affiliates of the subsidiary partnerships' general partners (d)		9,481		114,086
Total general and administrative-related parties	$	11,981	$	170,368
* Reclassified for comparative purpose.

	Three Months Ended December 31,				Nine Months Ended December 31,
	2008		2007*		2008		2007*
Local administrative fee (c)	$	7,375	$	9,875	$	22,125	$	29,625
Property management fees incurred to affiliates of the General Partner (d)		45,782		44,468		133,611		133,405
Total general and administrative-General Partner		53,157		54,343		155,736		163,030
Property management fees incurred to affiliates of the subsidiary partnerships' general partners (d)		89,316		100,467		268,084		361,141
Total general and administrative-related parties	$	142,473	$	154,810	$	423,820	$	524,171
*Reclassified for comparative purpose.

(a) The General Partner is entitled to receive a partnership management fee, after payment of all Partnership expenses, which together with the annual local administrative fees will not exceed a maximum of 0.5% per annum of invested assets (as defined in the Partnership’s Amended and Restated Agreement of Limited Partnership (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 have been 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). Partnership management fees owed to the General Partner amounting to approximately $6,347,000 and $6,219,000 were accrued and unpaid as of June 30, 2009 and March 31, 2009, respectively. Without the General Partner’s advances and continued accrual without payment of certain fees and expense reimbursements, the Partnership would not be in a position to meet its obligations.

(ab) The ~~General~~Partnership ~~Partner~~reimburses isthe ~~entitled~~General toPartner ~~receive~~and aits ~~partnership~~affiliates ~~management~~for ~~fee, after~~actual ~~payment of all~~ Partnership operating expenses, ~~which~~incurred ~~together~~by ~~with~~ the ~~annual~~General ~~local administrative~~Partner ~~fees~~and ~~will not exceed a maximum of 0.5% per annum of invested~~its ~~assets~~affiliates ~~(as~~on ~~defined in~~ the Partnership’s ~~Amended~~behalf. ~~and~~The ~~Restated~~amount ~~Agreement~~ of ~~Limited~~ ~~Partnership~~reimbursement ~~(the~~from “the Partnership ~~Agreement”)),~~is ~~for~~limited ~~administering~~by the ~~affairs~~ provisions of the Partnership Agreement. ~~Subject~~Another toaffiliate ~~the~~of ~~foregoing limitation,~~ the ~~partnership~~ ~~management fee will be determined by the~~ General Partner inperforms ~~its sole~~asset ~~discretion~~monitoring ~~based~~for ~~upon its review of~~ the Partnership~~’s investments~~. ~~Unpaid~~ ~~partnership~~These ~~management~~services ~~fees~~include ~~for~~site ~~any~~visits ~~year have been accrued without interest~~ and ~~will be payable only to the extent of~~ ~~available~~evaluations ~~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~~subsidiary ~~not~~partnerships’ ~~theretofore~~performance. Expense ~~paid~~reimbursements ~~out of cash flow). Partnership management fees~~ owed to the General Partner and its affiliates amounting to approximately $91,~~842~~001,000 and $9963,~~228,~~000 were accrued and unpaid as of ~~December~~June 3130, 2009 ~~2008~~ and March 31, ~~2008. Without the General Partner’s advances and continued accrual without payment of certain fees and expense reimbursements~~2009, ~~the Partnership would not be in a position to meet its obligations~~respectively.

(b) 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. Expense reimbursements owed to the General Partner and its affiliates amounting to approximately $925,000 and $1,825,000 were accrued and unpaid as of December 31, 2008 and March 31, 2008, respectively.

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

(d) Property management fees incurred by the subsidiary partnerships amounted to $~~321~~194,~~670~~187 and $~~296~~305,~~183~~523 ~~and $917,174 and $1,022,548~~ for the three ~~and nine~~ months ended ~~December~~ 31June 30, ~~2008~~2009 and ~~2007~~2008, respectively. Of these fees $~~226~~109,~~547~~117 and ~~$226,441~~ ~~and~~ $~~641~~216,~~317~~519 ~~and $725,260~~ were incurred to affiliates of the Local General Partners, which includes $899,~~316~~481 and $~~100~~114,~~467~~086 ~~and $268,084 and $361,141~~ of these fees relating to discontinued operations. In addition ~~$45~~,~~782~~ ~~and~~ $~~44,468~~0 and $~~133~~45,~~611~~782 ~~and $133,405~~ were incurred to affiliates of the Partnership, all of which related to discontinued operations.

Pursuant to the Partnership Agreement and the partnership agreements of the Local Partnerships (the “Local Partnership Agreements”), the General Partner and Independence SLP L.P. received their prorata share of profits, losses and tax credits.

- 7 -

INDEPENDENCE TAX CREDIT PLUS L.P.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

~~December 31,~~June ~~2008~~30, 2009

(Unaudited)

NOTE 3 – Fair Value ~~Measurements~~ of Financial Instruments

~~In the~~The ~~first~~following ~~quarter~~methods ~~of 2008, we adopted SFAS No. 157, “Fair Value Measurements”, for financial assets~~ and ~~liabilities. This~~assumptions ~~standard defines~~were ~~fair~~used ~~value,~~to ~~provides~~estimate ~~guidance~~the ~~for measuring~~ fair value ~~and~~of ~~requires~~each ~~certain~~class disclosures. This standard does not require any new fair value measurements, but discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of ~~future~~ ~~income~~financial orinstruments ~~cash flow), and the cost approach~~ (~~cost~~all ~~to replace the service capacity~~ of anwhich ~~asset~~are orheld ~~replacement cost). The statement provides~~ for a ~~fair~~nontrading ~~value hierarchy that prioritizes the inputs to valuation techniques used~~purposes) tofor ~~measure~~which ~~fair~~it ~~value into three broad levels. The following~~ is ~~a brief~~practicable ~~description~~to ofestimate ~~those~~that ~~three levels~~value:

~~Level~~Cash 1:and ~~Observable~~Cash ~~inputs~~Equivalents, Investments ~~such~~Available-for-Sale asand ~~quoted~~Cash ~~prices~~Held ~~(unadjusted)~~ in ~~active markets for identical assets or liabilities.~~Escrow

~~Level~~The carrying 2:amount ~~Inputs~~approximates ~~other~~fair ~~than quoted prices that are observable for the asset or liability, either directly or indirectly~~value. ~~These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.~~

~~Level~~Mortgage ~~3: Unobservable inputs that reflect our own assumptions.~~Notes Payable

AsThe ~~permitted,~~Partnership weadopted ~~chose not to elect~~ the ~~fair~~provisions ~~value~~required ~~option as prescribed~~ by ~~FASB~~ SFAS No. ~~159,~~157 ~~“The~~relating ~~Fair Value~~to ~~Option~~financial ~~for~~assets ~~Financial Assets~~ and ~~Financial~~liabilities. SFAS ~~Liabilities” – Including an Amendment of FASB Statement~~ No. ~~115,~~157 ~~for~~defines ~~our~~fair ~~financial assets and liabilities~~value, ~~that~~establishes ~~had~~a ~~not~~framework ~~been~~for ~~previously~~measuring ~~carried at~~ fair value~~. Therefore~~, weand ~~did not~~expands ~~elect~~disclosures to about fair value ~~any~~measurements. SFAS ~~additional~~No. ~~items~~157 ~~under~~applies ~~SFAS~~to ~~No.~~reported ~~159. We,~~balances inthat ~~accordance~~are ~~with~~required ~~Financial~~or ~~Accounting~~permitted ~~Standards~~to ~~Board~~be ~~Staff~~measured ~~Position~~at ~~No. 157-2,~~fair ~~“The~~value ~~Effective~~under ~~Date of~~existing ~~FASB~~accounting ~~Statement~~pronouncements; ~~No. 157”~~accordingly, ~~will~~the ~~defer~~standard ~~application~~does onnot ~~SFAS~~require ~~No.~~any ~~157 for~~new ~~nonfinancial~~fair ~~assets~~value ~~and~~measurements ~~nonfinancial~~of ~~liabilities~~reported ~~until first quarter 2009~~balances.

~~The~~As ~~estimated~~permitted, ~~fair~~we ~~value~~chose ofnot ~~financial~~to ~~instruments~~elect ~~has~~the ~~been~~fair ~~determined~~value ~~using available~~option ~~market~~as ~~information~~prescribed orby ~~other appropriate valuation~~FASB ~~methodologies~~SFAS No. ~~However~~ 159, ~~considerable~~“The ~~judgment~~Fair isValue Option ~~required~~for ~~in interpreting~~Financial ~~market~~Assets ~~data~~and toFinancial ~~develop~~Liabilities” ~~estimates~~– ofIncluding ~~fair~~an ~~value. Consequently,~~Amendment ~~the~~of ~~estimates~~FASB ~~are~~Statement ~~not~~No. ~~necessarily~~115, ~~indicative~~for ~~of the~~our ~~amounts~~financial ~~that~~assets ~~could~~and beliabilities that ~~realized~~had ornot ~~would~~been bepreviously ~~paid~~carried inat afair ~~current market exchange~~value. ~~At December 31~~Therefore, ~~2008,~~we ~~the carrying amount of the~~did ~~Partnership’s~~not ~~mortgage~~elect ~~notes~~to ~~payable approximated~~ fair value asany ~~their contractual~~additional ~~interest~~items ~~rates~~under ~~approximated~~SFAS ~~market~~No. ~~yields for similar debt instruments~~159.

	At December 31, 2008				Fair Value Measurements at December 31, 2008 using Fair Value Hierarchy
	Cost		Fair Value		Level 1		Level 2		Level 3
LIABILITIES:
Mortgage notes	$	46,201,911	$	46,201,911	$	0	$	0	$	46,201,911

The estimated fair value of financial instruments has been determined using available market information or other appropriate valuation methodologies. However, considerable judgment is required in interpreting market data to develop estimates of fair value. Consequently, the estimates are not necessarily indicative of the amounts that could be realized or would be paid in a current market exchange. The following are financial instruments for which the Partnership’s estimate of fair value differs from the carrying amounts:

NOTE 4 – Sale of Property

	At June 30, 2009						At March 31, 2009
	Carrying Amount			Fair Estimated Value			Carrying Amount			Fair Estimated Value
LIABILITIES:
Mortgage notes		$	39,507,802		$	39,507,802		$	39,954,355		$	39,954,355

~~The Partnership~~NOTE is4 ~~currently in the process of disposing of its~~– ~~investments. It~~Sale ~~is anticipated that this process will take a number~~ of years. As of December 31, 2008, the Partnership has sold its limited partnership interest in eleven Local Partnerships, the property and the related assets and liabilities of three Local Partnerships and has transferred the deed to the property and the related assets and liabilities of one Local Partnership. In addition, as of December 31, 2008, three Local Partnerships have entered into agreements to sell their property and the related assets and liabilities (see Note 5). Subsequently, the Partnership sold its limited partnership interest in one Local Partnership (see Note 8). There can be no assurance as to when the Partnership will dispose of its remaining investments or the amount of proceeds which may be received. However, based on the historical operating results of the Local Partnerships and the current economic conditions, including changes in tax laws, it is unlikely that the proceeds from such sales received by the Partnership will be sufficient to return to the limited partners their original investment.Properties

OnThe ~~December~~Partnership 31is currently in the process of disposing of its investments. It is anticipated that this process will continue to take a number of years. As of June 30, ~~2008~~2009, the Partnership ~~sold~~has sold its limited partnership interest in ~~Christine~~ ~~Apartments~~twelve ~~L.P.~~Local ~~(“Christine~~Partnerships, ~~Apartments”)~~the toproperty and the related assets and liabilities of three Local ~~General~~Partnerships ~~Partner~~and has ~~for~~transferred athe ~~sales~~deed ~~price~~to the property and the related assets and liabilities of one ~~$50,000~~Local Partnership. ~~The~~In ~~sale~~addition, ~~resulted~~as inof aJune ~~gain~~30, of2009, three Local ~~approximately~~Partnerships ~~$737,000~~have ~~resulting~~entered ~~from~~into ~~the~~agreements ~~write-off~~to ofsell their property and the ~~deficit~~related assets ~~basis~~and inliabilities ~~the~~(see Note 5). There can be no assurance as to ~~Local~~when the Partnership will dispose of ~~approximately~~its ~~$687~~remaining investments or the amount of proceeds which may be received. However,~~000~~ atbased on the ~~date~~historical operating results of the ~~sale~~Local Partnerships and the ~~receipt~~ ofcurrent ~~$50~~economic conditions,~~000~~ including changes in ~~cash~~tax laws, it is unlikely that the proceeds from such sales received by the ~~sale~~Partnership will be sufficient to return to the limited partners their original investment.

On ~~December~~ ~~17,~~May 6, 2008, the ~~property~~Partnership ~~and~~sold ~~related~~its ~~assets~~limited ~~and~~partnership ~~liabilities~~interest ofin ~~West~~Susquehanna ~~Diamond~~Partners ~~Street Associates~~ (“~~West Diamond~~Susquehanna”) ~~were sold~~ to an ~~unaffiliated~~affiliate ~~third party~~of ~~purchaser~~the Local General Partner for a sales price of $1. During ~~plus~~the quarter ended March 31, 2008, in accordance with SFAS No. 144, the ~~assumption~~Partnership ofdeemed the ~~outstanding~~building impaired and ~~mortgage~~wrote ~~notes~~it down to its fair value, which resulted in a loss on impairment of $630,000. The sale ~~will~~resulted ~~result~~ in a ~~gain~~loss of approximately $149,~~224,~~000 , resulting from the write-off of the ~~deficit~~ basis in the ~~property~~Local atPartnership of approximately $49,000 at the date of the sale, which ~~will~~was berecorded ~~recognized~~during the quarter ended June 30, 2008. Adjustments to the loss of approximately $(1,000) and $(37,000) were recorded during the ~~quarter~~quarters ended September 30, 2008 and March 31, 2009, resulting in an overall loss of approximately $11,000. The sale also resulted in a non-cash contribution to the Local Partnership from the General Partner of approximately $41,000 as a result of write-off of the fees owed by the Local Partnership to an affiliate of the General Partner.

On ~~November~~ 30April 1, 2008, the Partnership sold its limited partnership interest in Landreth ~~Conifer~~Venture ~~Bateman Associates~~ (“~~Bateman Hotel~~Landreth”) to the Local General Partner for a sales price of $17,500. During the years ended March 31, 2009 and 2008, in accordance with SFAS No. 144, the building was deemed impaired and written down to its fair value, resulting in a loss on impairment of approximately $503,000,000 and $730,000, respectively. The sale resulted in a ~~loss~~gain of ~~approximately~~ approximately $8710,000, resulting from the write-off of the basis in the Local Partnership at the date of the sale of approximately $877,000 atand the ~~date~~$17,500 ofcash received from the sale, which was recorded during the quarter ended June 30, 2008. Adjustments to the gain of approximately $1,000 and $3,009,000 were recorded during the quarter ended September 30, 2008 and March 31, 2009, resulting in an overall gain of approximately $3,020,000.

On ~~October~~ 21March 20, 2008, the ~~Partnership~~property ~~sold~~and ~~its~~the ~~limited~~related ~~partnership~~assets ~~interest~~and inliabilities of Homestead ~~Lancaster~~Apartments ~~Terrace~~Associates LLtd.P. (“~~Lancaster~~Homestead”) were sold to ~~the~~an ~~Local~~unaffiliated ~~General~~third party ~~Partner~~purchaser for a sales price of $14,~~564~~000,~~990~~000. The Partnership received $32,500 as a distribution from this sale after the repayment of the mortgages, other liabilities and closing costs of approximately $3,967,500. The sale resulted in a gain of approximately $~~904~~75,000 resulting from the write-off of the deficit basis in the ~~Local~~property ~~Partnership~~at the date of ~~approximately $660~~sale,~~000~~ atwhich ~~the~~was ~~date~~recorded ofduring the ~~sale~~quarter ~~and~~ended June 30, 2008. Adjustments to the ~~receipt~~gain of approximately $1201,~~564~~000,~~190~~ in$(7,000) and ~~cash~~$(324,000) ~~from~~were recorded during the ~~sale~~quarters ended September 30, 2008, December 31, 2008 and March 31, 2009, resulting in an overall loss of approximately $55,000.

- 8 -

INDEPENDENCE TAX CREDIT PLUS L.P.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

~~December 31,~~June ~~2008~~30, 2009

(Unaudited)

On November ~~October 17~~30, ~~2008~~2007, the ~~Partnership~~ ~~sold~~property ~~its~~and ~~limited~~the ~~partnership~~related ~~interest~~assets inand ~~Bethel~~liabilities ~~Villa~~of ~~Associates,~~Harbor ~~L.P.~~Court Limited Partnership (“~~Bethel~~Harbor ~~Villa~~Court”) were sold to ~~the~~an ~~Local~~unaffiliated ~~General~~third party ~~Partner~~purchaser for a sales price of $~~750~~2,100,000. ~~During~~The ~~the~~Partnership received ~~quarters~~$1,991,996 ~~ended~~as ~~March~~a ~~31,~~distribution ~~2008~~from ~~and~~this ~~December~~sale ~~31, 2008,~~after inthe ~~accordance~~repayment ~~with~~of other ~~Statement~~liabilities, ofclosing ~~Financial~~costs ~~Accounting~~and ~~Standards~~distributions ~~No.~~to ~~144~~minority interests of ~~(“SFAS~~approximately No$108,000. The ~~144”)~~sale ~~Accounting for~~resulted ~~the~~in ~~Impairment~~a orgain ~~Disposal~~ of ~~Long-Lived Assets~~approximately $1,260,000, ~~the~~which ~~Partnership deemed~~was ~~the~~recorded ~~building~~during ~~impaired~~the ~~and~~quarter ~~wrote~~ended itMarch ~~down~~31, 2008. An adjustment to ~~its~~the ~~fair~~gain ~~value,~~of ~~which~~approximately ~~resulted~~$(49,000) was inrecorded aduring ~~loss~~the onquarter ~~impairment~~ended ofJune $530,~~000,000~~ ~~and $720~~2009,~~000,~~ ~~respectively.~~resulting ~~The sale resulted~~ in aan ~~loss~~overall ofgain of approximately $281,211,000. The ~~resulting~~sale ~~from~~also ~~the~~resulted ~~write-off~~in ofa ~~the~~non-cash ~~basis~~distribution into the Local ~~Partnership~~General Partner of approximately $~~778~~199,000 atas ~~the~~a ~~date~~ result of the ~~sale and~~write-off ~~the~~of ~~receipt~~receivables offrom ~~$750,000~~the inLocal ~~cash~~General ~~from~~Partner ~~the~~to ~~sale~~Harbor Court.

On August 22, 2008, the Partnership sold its limited partnership interest in Lares Apartments Limited Partnership (“Lares”) to the Local General Partner for a sales price of $125,000. The sale resulted in a gain of approximately $691,000 resulting from the write-off of the deficit basis in the Local Partnership at the date of the sale of approximately $566,000 and the receipt of $125,000 in cash from the sale.

On August 22, 2008, the Partnership sold its limited partnership interest in Lajas Apartments Limited Partnership (“Lajas”) to the Local General Partner for a sales price of $121,250. The sale resulted in a gain of approximately $690,000, resulting from the write-off of the deficit basis in the Local Partnership at the date of the sale of approximately $568,000 and the receipt of $121,730 in cash from the sale.

On May 6, 2008, the Partnership sold its limited partnership interest in Susquehanna Partners (“Susquehanna”) to an affiliate of the Local General Partner for a sales price of $1. During the quarter ended March 31, 2008, in accordance with SFAS No. 144, the Partnership deemed the building impaired and wrote it down to its fair value, which resulted in a loss on impairment of $630,000. The sale resulted in a loss of approximately $49,000, resulting from the write-off of the basis in the Local Partnership of approximately $49,000 at the date of the sale, which was recorded during the quarter ended June 30, 2008. An adjustment to the loss of approximately $(1,000) was recorded during the quarter ended September 30, 2008, resulting in an overall loss of approximately $48,000. The sale also resulted in a non-cash contribution to the Local Partnership from the General Partner of approximately $40,000 as a result of write-off of the fees owed by the Local Partnership to an affiliate of the General Partner.

On April 1, 2008, the Partnership sold its limited partnership interest in Landreth Venture (“Landreth”) to the Local General Partner for a sales price of $17,500. During the quarter ended March 31, 2008, in accordance with SFAS No. 144, the Partnership deemed the building impaired and wrote it down to its fair value, resulting in a loss on impairment of $730,000. The sale resulted in a gain of approximately $10,000, resulting from the write-off of the basis in the Local Partnership at the date of the sale of approximately $7,000 and the $17,500 cash received from the sale, which was recorded during the quarter ended June 30, 2008. An adjustment to the gain of approximately $1,000 was recorded during the quarter ended September 30, 2008, resulting in an overall gain of approximately $11,000.

On March 20, 2008, the property and related assets and liabilities of Homestead Apartments Associates Ltd. (“Homestead”) were sold to an unaffiliated third party purchaser for a sales price of $4,000,000. The Partnership received $32,500 as a distribution from this sale after the repayment of the mortgages, other liabilities and closing costs of approximately $3,967,500. The sale resulted in a gain of approximately $75,000 resulting from the write-off of the deficit basis in the property at the date of sale, which was recorded during the quarter ended June 30, 2008. Adjustments to the gain of approximately $201,000 and $(7,000) were recorded during the quarter ended September 30, 2008 and December 31, 2008, resulting in an overall gain of approximately $269,000.

On November 30, 2007, the property and the related assets and liabilities of Harbor Court Limited Partnership (“Harbor Court”) were sold to an unaffiliated third party purchaser for a sales price of $2,100,000. The Partnership received $1,991,996 as a distribution from this sale after the repayment of other liabilities, closing costs and distributions to minority interests of approximately $108,000. The sale resulted in a gain of approximately $1,260,000, which was recorded during the quarter ended March 31, 2008.

On October 31, 2007, Old Public Limited Partnership (“Old Public”) transferred the deed to the property and the related assets and liabilities to an unaffiliated third party in lieu of foreclosure. The transfer of assets of approximately $851,000 and liabilities of $1,138,000 resulted in a gain of approximately $287,000 at the date of the transfer. An adjustment to the gain of approximately $(193,000) was recorded during the quarter ended March 31, 2008, resulting in an overall gain of approximately $94,000.

On March 29, 2007, the Partnership sold its limited partnership interest in P.S. 157 Associates, L.P. (“P.S. 157”) to the Local General Partner for a sales price of $1,996,490. The sale resulted in a gain of approximately $2,010,000 resulting from the write-off of the deficit basis in the Local Partnership of approximately $13,000 at the date of the sale and the $2,023,209 cash received from the sale. An adjustment to the gain of approximately $6,000 was recorded during the quarter ended March 31, 2008, resulting in an overall gain of approximately $2,016,000.

NOTE 5 – Assets Held for Sale

On May 9, 2008, Creative Choice Homes II, Ltd. (“Opa-Locka”) entered into a purchase and sale agreement to sell the property and the related assets and liabilities to an unaffiliated third party purchaser for a sales price of $17,000,000. ~~The~~This ~~sales~~agreement ~~documents~~expired ~~have~~in ~~been~~April ~~executed~~of ~~and the initial~~2009. The ~~deposit~~property ~~funds~~is ~~are~~currently being ~~held~~actively inmarketed ~~escrow. No~~for ~~assurance can be given that the~~ sale ~~will~~and ~~actually~~management ~~occur. The closing~~ is ~~expected to occur~~seeking ina ~~2009~~potential buyer. As of ~~September~~June 30, ~~2008~~2009, Opa-Locka had property and equipment, at cost, of approximately $22,~~070~~812,000, accumulated depreciation of approximately $7,946,000 and mortgage debt of approximately $5,~~661~~340,000.

-On 9April -18, 2008, Rolling Green Associates, L.P. (“Rolling Green”) entered into a purchase and sale agreement to sell the property and the related assets and liabilities to an unaffiliated third party purchaser for a sales price of $14,000,000. This agreement expired in April of 2009. The property is currently being actively marketed for sale and management is seeking a potential buyer. As of June 30, 2009, Rolling Green had property and equipment, at cost, of approximately $22,318,000, accumulated depreciation of approximately $11,734,000 and mortgage debt of approximately $10,503,000.

~~INDEPENDENCE~~On April ~~TAX~~1, ~~CREDIT~~2008, ~~PLUS~~Homestead LApartments Associates II Ltd.P (“Homestead II”) entered into a purchase and sale agreement to sell the property and the related assets and liabilities to an unaffiliated third party purchaser for a sales price of $4,000,000. This agreement expired in April of 2009. The property is currently being actively marketed for sale and management is seeking a potential buyer. As of June 30, 2009, Homestead II had property and equipment, at cost, of approximately $5,594,000, accumulated depreciation of approximately $2,076,000 and mortgage debt of approximately $3,159,000.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2008

(Unaudited)

On April 18, 2008, Rolling Green Associates, L.P. (“Rolling Green”) entered into a purchase and sale agreement to sell the property and the related assets and liabilities to an unaffiliated third party purchaser for a sales price of $14,000,000. The sales documents have been executed and the initial deposit funds are being held in escrow. No assurance can be given that the sale will actually occur. The closing is expected to occur in 2009. As of September 30, 2008, Rolling Green had property and equipment, at cost, of approximately $22,311,000, accumulated depreciation of approximately $11,734,000 and mortgage debt of approximately $10,830,000.

On April 1, 2008, Homestead Apartments Associates II Ltd. (“Homestead II”) entered into a purchase and sale agreement to sell the property and the related assets and liabilities to an unaffiliated third party purchaser for a sales price of $4,000,000. The sales documents have been executed and the initial deposit funds are being held in escrow. No assurance can be given that the sale will actually occur. The closing is expected to occur in 2009. As of September 30, 2008, Homestead II had property and equipment, at cost, of approximately $5,594,000, accumulated depreciation of approximately $1,978,000 and mortgage debt of approximately $3,179,000.

NOTE 6 – Discontinued Operations

The following table summarizes the financial position of the Local Partnerships that are classified as discontinued operations because the respective Local Partnerships were ~~sold or under contract to be sold, and, therefore,~~ classified as assets held for sale. As of ~~December~~June 3130, ~~2008, Lancaster, Bateman~~ ~~Hotel,~~2009 ~~West Diamond, Bethel Villa, Christine Apartments, Lares, Lajas, Landreth~~ and ~~Susquehanna, which were sold during the current period, Homestead, which was sold during the year ended~~ March 31, ~~2008~~2009, ~~and~~Harbor Court, Homestead II, Rolling Green and Opa-Locka~~, which~~ were classified as ~~assets held for sale, were all classified as~~ discontinued operations on the consolidated balance ~~sheets. As of~~ March 31, 2008, Homestead and Harbor Court, which were sold during the year ended March 31, 2008 and Bethel Villa and Lancaster, which were classified as assets held for sale, were all classified as discontinued operations in the consolidated balance sheets.

Consolidated Balance Sheets:

	December 31, 2008			March 31, 2008
	June 30, 2009				March 31, 2009
Assets
Property and equipment – less accumulated depreciation of $23,611,498 and $9,242,996, respectively	$	28,980,434		$	6,378,404
Property and equipment – less accumulated depreciation of $21,810,286 and $21,815,503, respectively	$	29,020,420			$	29,015,203
Cash and cash equivalents		2344,~~318~~242			~~357,703~~	38,131
Cash held in escrow		43,~~121~~804,~~037~~331			~~3,028,816~~	3,571,222
Deferred costs, net of accumulated amortization of $868,071 and $732,911, respectively		244,776			191,630
Deferred costs, net of accumulated amortization of $874,256 and $868,985, respectively		232,591				237,862
Other assets		~~331~~214,~~247~~652			~~213,732~~	398,927
Total assets	$	33,~~700~~316,~~812~~236		$	~~10,170,285~~$	33,261,345
Liabilities
Mortgage notes payable	$	2119,~~246~~002,~~370~~214		$	~~7,478,590~~$	19,248,504
Accounts payable		32,~~349~~786,~~977~~173			~~291,398~~	2,685,081
Accrued interest payable		~~960~~755,~~361~~670			~~516,823~~	680,348
Security deposit payable		~~170~~156,~~747~~493			~~127,418~~	140,490
Due to local general partners and affiliates		11,~~276~~906,~~733~~148			~~222,169~~	11,694,945
Due to general partners and affiliates		5488,~~328,069~~663			~~45,000~~	489,288
Minority interest		(760,733	)		(471,908	)
Total liabilities	$	35,095,361			$	34,938,656
Total liabilities	$	41,571,524		$	8,209,490

The following table summarizes the results of operations of the Local Partnerships that are classified as discontinued operations. For the three ~~and nine~~ months ended ~~December~~June 3130, ~~2008~~2009, ~~Lancaster~~Homestead II, ~~Bateman~~Rolling ~~Hotel,~~Green ~~West~~and ~~Diamond~~Opa-Locka, which are ~~Bethel~~classified ~~Villa,~~as ~~Christine~~assets ~~Apartments,~~held ~~Lares,~~for ~~Lajas~~sale, ~~Landreth~~ and ~~Susquehanna, which~~Harbor ~~were sold during the current period~~Court, ~~Homestead,~~ which was sold during the year ended March 31, 2008, ~~and Homestead II, Rolling Green and Opa-Locka, which are classified as assets held for sale,~~ were all classified as discontinued operations in the consolidated financial statements. For the three ~~and~~ ~~nine~~ months ended ~~December 31~~June 30, ~~2007~~2008, ~~P.S.~~Landreth ~~157~~and Susquehanna, which ~~was~~were sold during the ~~year~~ three months ended ~~March~~June 3130, ~~2007~~2008, Homestead and ~~Lancaster, which was classified as an asset held for sale,~~ Harbor Court, ~~Beamont and Hampden Hall,~~ which were sold during the year ended March 31, 2008, ~~Old Public, which transferred its deed to the property~~ and ~~related~~Bethel ~~assets and liabilities during the year ended March 31~~Villa, ~~2008,~~ ~~and~~Homestead ~~in order to present comparable results to the three and nine months ended December 31~~II, ~~2008~~Lancaster, ~~Bateman~~Rolling ~~Hotel, West Diamond, Christine Apartments,~~Green ~~Lares,~~and ~~Lajas~~Opa-Locka, ~~Landreth,~~which ~~Susquehanna,~~were ~~Bethel~~classified ~~Villa,~~as ~~Homestead~~an ~~II,~~assets ~~Rolling~~held ~~Green and~~for ~~Opa-Locka~~sale, were all classified as discontinued operations in the consolidated financial statements.

- 109 -

INDEPENDENCE TAX CREDIT PLUS L.P.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

~~December 31,~~June ~~2008~~30, 2009

(Unaudited)

Consolidated Statements of Discontinued Operations:

	Three Months Ended December 31,							Nine Months Ended December 31,
	Three Months Ended June 30,
	2008				2007*			2008			2007*
	2009			2008*
Revenues
Rental income	$	21,~~640~~895,~~594~~381		$	$3,400,647	~~3,305,202~~		$	~~8,551,691~~		$	~~11,011,682~~
Other		~~219~~19,~~003~~587			133,924	~~233,987~~			~~471,968~~			~~458,969~~
Gain on sale of properties		2,900,807				287,412			3,139,991			2,309,105
(Loss) gain on sale of properties		(49,060	)		35,321
Total revenue		51,~~760~~865,~~404~~908			3,569,892	~~3,826,601~~			~~12,163,650~~			~~13,779,756~~
Expenses
General and administrative		~~752~~506,~~017~~698			840,767	~~886,323~~			~~2,187,398~~			~~2,669,376~~
General and administrative-related parties (Note 2)		~~142~~11,~~473~~981			170,368	~~154,810~~			~~423,820~~			~~524,171~~
Repairs and maintenance		~~655~~321,~~640~~253			599,938	~~874,233~~			~~1,739,234~~			~~2,130,380~~
Operating and other		~~335~~221,~~847~~173			393,695	~~423,234~~			~~951,189~~			~~1,348,393~~
Real estate taxes		~~244~~207,~~425~~604			296,534	~~273,373~~			~~760,346~~			~~796,058~~
Insurance		~~195~~143,~~176~~025			291,574	~~287,213~~			~~689,985~~			~~873,288~~
Interest		~~468~~356,~~833~~533			638,306	~~600,440~~			~~1,555,659~~			~~1,881,825~~
Depreciation and amortization		~~172~~5,~~580~~271			719,944	~~813,401~~			~~1,105,875~~			~~2,591,197~~
Loss on impairment of fixed assets		720,000				0			720,000			0
Total expenses		1,773,538			3,951,126
Total expenses		3,686,991				4,313,027			10,133,506			12,814,688
Income (loss) from discontinued operations	$	92,370		$	(381,234	)
Income (loss) from discontinued operations before minority interest		2,073,413				(486,426	)		2,030,144			965,068
Loss from discontinued operations – limited partners	$	(107,373	)	$	(1,239,202	)
Minority interest in (income) loss of subsidiaries from discontinued operations		(479,439	)			163,445			(1,352,624	)		(286,347	)
Number of BACs outstanding		76,786			76,786
Income (loss) from discontinued operations	$	1,593,974			$	(322,981	)	$	677,520		$	678,721
Loss from discontinued operations per weighted average BAC	$	(1.40	)	$	(16.14	)
Income (loss) – limited partners from discontinued operations	$	1,578,034			$	(319,751	)	$	670,745		$	671,934
Number of BACs outstanding		76,786				76,786			76,786			76,786
Income (loss) from discontinued operations	$	20.55			$	(4.16	)	$	8.74		$	8.75

*	Reclassified for comparative purposes.

Cash Flows from Discontinued Operations:

	Nine Months Ended December 31,
	Three Months Ended June 30,
	2008				2007*
	2009			2008*
Net cash provided by operating activities	$	1559,~~057,781~~943		$	$751,503	~~2,058,361~~
Net cash provided by investing activities	$	9,488,976			$	1,161,465
Net cash (used in) provided by investing activities	$	(312,759	)	$	3,773,088
Net cash used in financing activities	$	(846,~~423,872~~890	)	$	$(4,221,950	~~(1,512,569~~)	)

*	Reclassified for comparative purposes.

- 1110 -

INDEPENDENCE TAX CREDIT PLUS L.P.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

~~December 31,~~June ~~2008~~30, 2009

(Unaudited)

NOTE 7 – Commitments and Contingencies

a) Subsidiary Partnerships – Going Concern

Creative Choice Homes II L.P. (“Opa-Locka”)

Opa-Locka is in default on its third and fourth mortgage notes, which were incurred to affiliates of the Local General Partner. The Local General Partner has not sent a notice of default with respect to the notes as of ~~the~~June ~~year ended March 31~~30, ~~2008~~ 2009 and will be unable to call the notes until the first and second mortgage notes, which are current, are paid in full.

~~The Partnership’s investment in~~ Opa-Locka has atalso ~~December~~continued ~~31,~~to ~~2008~~incur ~~and~~significant ~~March~~operating 31losses resulting, ~~2008~~in part, ~~was~~from ~~reduced~~the toeffects ~~zero~~of as a ~~result~~major ofhurricane ~~prior~~(detailed ~~years’ losses~~below), ~~and~~which ~~the~~created ~~minority~~additional ~~interest~~losses. These ~~balance~~conditions ~~was~~continue ~~zero~~to atraise ~~each~~substantial ~~date.~~ doubt about Opa-Locka’s ~~net~~ability ~~loss~~to ~~after~~continue as a going concern. The ability for ~~minority~~Opa-Locka ~~interest~~to ~~amounted~~continue as a going concern is based on the Local General Partner’s continuing ability to ~~approximately~~fund ~~$144,000~~operating losses and ~~$237,000~~insurance ~~for~~proceeds to cover the damages ~~nine~~to the Property. This condition is alleviated in part by the ~~months~~fact ~~ended~~that ~~December~~the ~~31,~~property ~~2008~~has ~~and~~had ~~2007,~~positive ~~respectively~~operating cash flow for the past several years.

~~Opa-Locka~~The ~~has~~Partnership’s ~~also~~investment ~~continued~~in toOpa-Locka ~~incur~~at ~~significant~~June ~~operating losses resulting~~30, in2009 ~~part, from~~and ~~the~~March ~~effects of a major hurricane~~31, ~~which~~2009 ~~created additional~~was ~~losses. These~~reduced ~~conditions raise substantial doubt about Opa-Locka’s ability~~ to ~~continue~~zero as a ~~going~~result ~~concern. The~~of ~~ability~~prior ~~for~~years’ ~~Opa-Locka~~losses, ~~to continue~~and ~~as a going concern is based on~~ the ~~Local General Partner’s continuing~~noncontrolling ~~ability~~interest tobalance ~~fund~~was ~~operating~~approximately ~~losses~~$8,000 and ~~insurance~~$5,000 ~~proceeds~~at ~~to cover the damages to~~each ~~the Property~~date. ~~This~~Opa-Locka’s ~~condition~~net isincome ~~alleviated~~(loss) inafter ~~part~~noncontrolling ~~by the fact that~~interest ~~the~~amounted ~~property~~to ~~has~~approximately ~~had~~$259,000 ~~positive~~and ~~operating~~$(62,000) ~~cash~~for ~~flow~~June ~~for~~30, ~~the~~2009 ~~past~~and ~~several~~2008, ~~years~~respectively.

In October 2005, Opa-Locka suffered property damage and business interruption due to a severe hurricane. Opa-Locka contracted to complete repairs and renovations of the buildings damaged for a cost of $7,~~789~~489,000. Opa-Locka expects to be reimbursed by insurance proceeds in the amount of approximately $4,420,000. As of ~~December~~June 3130, ~~2008~~2009, $4,000,000 of insurance proceeds has been received by the mortgage company~~, which~~ which is acting as administrator and trustee of the funds. A balance of of $43,~~061~~970,~~787~~717 remains payable to the construction company as of ~~December~~June 3130, ~~2008~~ 2009 related to the rehabilitation. ~~In addition, during the year ended December 31, 2007, $2,309,923 was incurred by Opa-Locka as costs from hurricane events in excess of insurance proceeds received.~~

The above circumstances have called into question the recoverability of the carrying amounts of the building. ~~As a result, during the year ended March 31, 2007, pursuant to SFAS 144, impairment loss of $1,164,864, was recognized on the building and improvements.~~ On May 9, 2008, Opa-Locka entered into a purchase and sale agreement to sell its property and related assets and liabilities to an unaffiliated third party purchaser, which expired in April 2009. The property is currently being actively marketed for sale and management is seeking a potential buyer (see Note 5).

Morrant Bay Limited Partnership (“Morrant Bay”)

Morrant Bay has been experiencing higher operating costs, attributable in part to escalating energy and repair costs. These conditions, in addition to regulatory rent restrictions imposed under HUD guidelines, has resulted in operating cash flow not meeting all current obligations as they become due. At ~~September~~December 3031, 2008, current liabilities exceed current assets by approximately $~~242~~327,000. This raises doubt as to whether Morrant Bay will be able to continue as a going concern. Management continually monitors operating costs and will request additional rent increases when allowed by HUD. Additionally, management is in the process of evaluating refinancing plans. During 2008, Morrant Bay entered into negotiations with a local non-profit to re-syndicate the property. In connection with this effort, Morrant Bay is negotiating with the General Partner to redeem its interest in Morrant Bay for a nominal amount. There can be no assurance if or when such negotiations will result in a sale of the limited partnership’s interest.

The Partnership’s investment in Morrant Bay at ~~December~~June 3130, ~~2008~~2009 and March 31, ~~2008 was~~2009 was reduced to zero as a result of prior years’ losses and the ~~minority interest~~noncontrolling interest balance was approximately $(230,000) and $(228,000) at each date. Morrant Bay’s net loss after ~~minority~~noncontrolling interest amounted to approximately $~~192~~152,000 and $~~591~~148,000 ~~for the~~as ~~nine~~of ~~months~~June ~~ended December 31~~30, ~~2008~~2009 and ~~2007~~2008, respectively.

Boston Bay Limited Partnership (“Boston Bay”)

Boston Bay has been experiencing higher operating costs, attributable in part to escalating energy and repair costs. These conditions, in addition to regulatory rent restrictions imposed under HUD guidelines, has resulted in operating cash flow not meeting all current obligations as they become due. At ~~September~~December 3031, 2008, current liabilities exceed current assets by approximately $~~182~~330,000. This raises doubt as to whether Boston Bay will be able to continue as a going concern. Management continually monitors operating costs and will request additional rent increases when allowed by HUD. Additionally, management is in the process of evaluating refinancing plans. During 2008, Boston Bay entered into negotiations with a local non-profit to re-syndicate the property. In connection with this effort, Boston Bay is negotiating with the General Partner to redeem its interest in Boston Bay for a nominal amount. There can be no assurance if or when such negotiations will result in a sale of the limited partnership’s interest.

The Partnership’s investment in Boston Bay at ~~December 31, 2008 and~~ March 31, ~~2008~~ 2009 was reduced to zero as a result of prior years’ losses and the ~~minority~~noncontrolling interest balance was approximately $87(88,000) atand ~~each~~$(87,000), ~~date~~respectively. Boston Bay’s net ~~loss~~ loss after ~~minority~~noncontrolling interest amounted to approximately $~~291~~97,000 and $~~418~~153,000 ~~for~~as ~~the nine~~of ~~months~~June ~~ended December 31~~30, ~~2008~~2009 and ~~2007~~2008, respectively.

b) ~~Uninsured Cash~~ ~~and~~Subsidiary ~~Cash~~Partnerships ~~Equivalents~~– Commitments and Contingencies

~~The~~Cloisters Limited Partnership ~~maintains~~II ~~its cash and cash equivalents in various banks. Accounts at each bank are guaranteed by the Federal Deposit Insurance Corporation up to $250,000.~~(“Cloisters”)

c)Cloisters was in negotiations for a construction agreement in the estimated amount of $2,146,000 and construction financing in the estimated amount of $800,000 related to the renovation and conversion of its units to for sale condominiums. ~~Cash~~Such negotiations fell through during the quarter ended ~~Distributions~~June 30, 2009 and are no longer being pursued.

~~Cash distributions~~- ~~from the Local Partnerships to the Partnership are restricted by~~11 the provisions of the respective partnership agreements of the Local Partnerships and the U.S. Department of Housing and Urban Development (“HUD”) based on operating results and a percentage of the owner’s equity contribution. Such cash distributions are typically made from surplus cash flow.-

- 12 -

INDEPENDENCE TAX CREDIT PLUS L.P.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

~~December 31,~~June ~~2008~~30, 2009

(Unaudited)

dc) ~~Other~~Uninsured Cash and Cash Equivalents

The Partnership ismaintains ~~subject~~its tocash ~~the risks incident to potential losses arising from the management~~ and ~~ownership~~cash ofequivalents ~~improved~~in ~~real~~various ~~estate~~banks. ~~The~~ ~~Partnership~~Accounts ~~can~~at ~~also~~each bebank ~~affected by poor economic conditions generally; however, no more than 23% of the properties~~ are ~~located~~guaranteed inby ~~any single state. There are also substantial risks associated with owning properties receiving government assistance; for example,~~ the ~~possibility~~Federal ~~that~~Deposit ~~Congress~~Insurance ~~may~~Corporation ~~not~~up ~~appropriate funds~~ to ~~enable HUD to make rental assistance payments. HUD also restricts annual cash~~ distributions to partners based on operating results and a percentage of the owner’s 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$250, ~~there may not be market demand for apartments at full market rents when the rental assistance contracts expire~~000.

The Partnership and BACs holders began to recognize Tax Credits with respect to a Property when the Credit Period for such Property commenced. Because of the time required for the acquisition, completion and rent-up of Properties, the amount of Tax Credits per BAC gradually increased over the first three years of the Partnership. Tax Credits not recognized in the first three years will be recognized in the 11th through 13th years. Internal Revenue Code Section 42 regulates the use of the Properties as to occupancy, eligibility, and unit gross rent, among other requirements. Each Property must meet the provisions of these regulations during each of fifteen consecutive years (the “Compliance Period”d) ~~in order to remain qualified to receive the credits.~~ ~~As of December~~Cash 31, 2006, all Credit Periods have expired except for one Local Partnership which has an extended Credit Period. This Local Partnership received $11,579 in Tax Credits through December 31, 2008 and will receive smaller amounts through 2011. The Compliance Periods will continue through December 31, 2016 with respect to the Properties depending upon when the Tax Credit Periods commenced.Distributions

~~NOTE~~Cash distributions 8from –the Local Partnerships to the Partnership are restricted by ~~Subsequent~~the ~~Event~~provisions of the respective partnership agreements of the Local Partnerships and the U.S. Department of Housing and Urban Development (“HUD”) based on operating results and a percentage of the owner’s equity contribution. Such cash distributions are typically made from surplus cash flow.

~~On January 23, 2009, the Partnership sold its limited partnership interest in Plainsboro Housing Partners, L.P. (“Plainsboro”~~e) ~~to an affiliate of the Local General Partner for a sales price of $1,401,000.~~ During the quarter ended December 31, 2008, in accordance with SFAS No. 144, the Partnership deemed the building impaired and wrote it down to its fair value, resulting in a loss on impairment of $800,000. The sale will result in a loss of approximately $4,000 resulting from the write-off of the basis in the Local Partnership of approximately $1,405,000 at the date of the sale and the receipt of $1,401,000 in cash from the sale, which will be recognized during the quarter ending March 31, 2009.Other

-The Partnership 13is 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 25% of the properties are located in any single state. There are also substantial risks associated with owning properties receiving government assistance; for example, the possibility that Congress may not appropriate funds to enable HUD to make rental assistance payments. HUD also restricts annual cash distributions to partners based on operating results and a percentage of the owner’s 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.

As of December 31, 2007, all Credit Periods have expired, and the Partnership has met its primary objective of generating Tax Credits for qualified BACs holders. However, each Local Partnership must continue to comply with the Tax Credit requirements until the end of the Compliance Period in order to avoid recapture of the Tax Credits. The Compliance Periods will continue through December 31, 2013 with respect to the Properties depending upon when the Tax Credit Periods commenced.

- 12 -

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Liquidity and Capital Resources

The Partnership’s capital was originally invested in twenty-eight Local Partnerships. As of ~~December~~June 3130, ~~2008~~2009, the Partnership has sold its limited partnership interest in ~~eleven~~twelve Local Partnerships, the property and the related assets and liabilities of three Local Partnerships and has transferred the deed to the property and the related assets and liabilities of one Local Partnership. In addition, as of ~~December~~June 3130, ~~2008~~2009, three Local Partnerships have entered into agreements to sell their property and the related assets and liabilities (see Note 5, Item 1). ~~Subsequently, the Partnership sold its limited partnership interest in one Local Partnerships (see Note 8, Item 1).~~

Short-Term

The Partnership’s primary sources of funds include: (i) working capital reserves; (ii) interest earned on the working capital reserves; (iii) cash distributions from operations of the Local Partnerships; and (iv) sales proceeds and distributions. Such funds are available to meet the obligations of the Partnership. During the ~~nine~~three months ended ~~December~~June 3130, ~~2008 and~~2009 ~~2007~~and 2008, distributions from operations of the Local Partnerships amounted to approximately $~~65,000~~0 and $7065,000, respectively. In addition, during the three ~~nine~~ months ended ~~December~~June 3130, ~~2008~~2009 and ~~2007~~2008, distributions from the sales of of properties and their related assets and liabilities amounted to approximately ~~$33,000~~ $0 and $133,~~970,~~000, respectively. Additionally, during the ~~nine months~~three months ended ~~December~~June 3130, ~~2008~~2009 and ~~2007~~2008, the Partnership received approximately $~~2,578,000~~0 and $218,~~023,~~000 of proceeds from the sale of limited partnership interests.

Cash and cash equivalents of the Partnership and its consolidated subsidiary partnerships ~~decreased~~increased approximately ($~~123~~22,000) during the ~~nine~~three months ended ~~December~~June 3130, ~~2008,~~ ~~due to acquisitions of property and equipment ($31~~2009,~~000), repayments of~~ ~~mortgage notes ($8,250,000), costs paid relating to sale of properties of approximately ($233,000), a decrease in~~ due to local general partners and affiliates relating to financing activities of approximately ($49,000) and a decrease in capitalization of consolidated subsidiaries attributable to minority interest ($68,000), which exceeded net cash provided by operating activities ~~($445,000),~~ ~~proceeds from sale~~ of ~~property~~ ($6552,~~628,~~000), awhich exceeded a decrease in cash held in escrow relating to investing activities of approximately ($183,~~216,~~000) and ~~an increase~~repayments inof ~~due~~mortgage tonotes ~~local general partners and affiliates relating to investing~~of ~~activities~~ ($~~218~~447,000). Included in the adjustments to reconcile the net loss to net cash provided by operating activities are ~~gain~~depreciation onand ~~sale of~~amortization ~~properties~~ ($3359,~~140,~~000), and loss on ~~impairment~~sale of ~~fixed~~properties ~~assets~~ ($149,~~520,~~000) ~~and depreciation and amortization ($2,485,000)~~.

Total expenses from operations for the three ~~and nine~~ months ended ~~December~~June 3130, ~~2008~~ 2009 and ~~2007~~2008, excluding depreciation and amortization, interest, general and administrative–related parties ~~and loss on impairment of fixed assets~~, totaled $1,~~459~~529,~~005~~125 and $1,~~605~~559,~~623 and $4~~006,~~828,316 and $5,033,630,~~ respectively.

Accounts payable from operations as of ~~December~~June 3130, ~~2008~~2009 and March 31, ~~2008~~2009 totaled $1,~~064~~044,~~111~~763 and $31,~~914~~181,~~793~~205, respectively. Accounts payable are short term liabilities which are expected to be paid from operating cash flows, working capital balances at the Local Partnership level, Local General Partner advances and in certain circumstances advances from the Partnership. The Partnership believes it (and the applicable Local Partnerships except as noted in Item 1, Note 7) has sufficient liquidity and ability to generate cash and to meet existing and known or reasonably likely future cash requirements over both the short and long term. In addition, accounts payable from discontinued operations, as of ~~December~~June 3130, ~~2008~~2009 and March 31, ~~2008~~2009, totaled $32,~~349~~786,~~977~~173 and $~~291~~2,~~398~~685, 081, respectively.

Accrued interest payable from operations as of ~~December~~June 3130, ~~2008~~2009 and March 31, ~~2008~~2009 totaled $10,~~581~~745,~~965~~ 339 and $1110,~~332~~496,~~434~~943, respectively. Accrued interest payable represents the accrued interest on all mortgage loans, which include primary and secondary loans. Certain secondary loans have provisions such that interest is accrued but ~~not~~ not payable until a future date. The Partnership anticipates the ~~payment~~ payment of accrued interest on the secondary loans (which make up the majority of the accrued interest payable amount and which have been accumulating since ~~the~~ the Partnership’s investment in the respective Local Partnership) will be made ~~from~~ from future ~~refinancings~~refinancing or sales proceeds of the respective Local Partnerships. In In addition, each Local Partnership’s mortgage notes are collateralized by the ~~land~~ land and buildings of the respective Local Partnership, and are without further recourse to the Partnership. In addition, accrued interest payable from discontinued operations, as of ~~December~~June 3130, ~~2008~~2009 and March 31, ~~2008~~2009, ~~totaled~~ totaled $~~960~~755,~~361~~670 and $~~516~~680,~~823~~348, respectively.

The working capital reserve at ~~December~~June 3130, ~~2008~~2009 was approximately $35,~~719~~044,000 at the Partnership level.

The Partnership is not expected to have access to additional sources of financing.

Long-Term

Partnership management fees owed to the General Partner amounting to approximately $96,~~842~~347,000 and $96,~~228~~219,000 were accrued and unpaid as of ~~December~~June 3130, ~~2008~~2009 and ~~March~~ March 31, ~~2008~~2009, respectively. Without the General Partner’s advances ~~and~~ and continued accrual without payment of certain fees and expense reimbursements, the Partnership would not be in a position to meet its obligations.

For a discussion of contingencies affecting certain Local Partnerships, see Item 1, Note 7. Since the maximum loss the Partnership would be liable for is its net investment in the Local Partnerships, the resolution of any existing ~~contingency~~contingencies is not anticipated to impact future results of operations, ~~liquidity~~ liquidity or financial condition in a material way. However, the Partnership’s loss of its investment in a Local Partnership ~~will eliminate the ability to generate future Tax Credits from such Local Partnership and~~ may also result in recapture of ~~Tax~~ Tax Credits if the investment is lost before the expiration of the fifteen-year compliance period. ~~All but six of Local Partnerships have utilized their Tax Credits and have completed their compliance periods.~~

The Local Partnerships are impacted by inflation in several ways. Inflation allows for increases in rental rates generally reflecting the impact of higher operating and replacement costs. Furthermore, inflation generally does not impact the fixed long-term financing under which real property investments were purchased. Inflation also affects the Local Partnerships adversely by increasing operating costs, such as fuel, utilities, and labor. Since revenues from sales of assets are driven by market conditions, inflation has little impact on sales.

-Management is 14not aware of any trends or events, commitments or uncertainties, which have not otherwise been disclosed, that will or are likely to impact liquidity in a material way. Management believes the only impact would be from laws that have not yet been adopted. The portfolio is diversified by the location of the Properties around the United States so that if one area of the country is experiencing downturns in the economy, the remaining Properties in the portfolio may be experiencing upswings. However, the geographic diversification of the portfolio may not protect against a general downturn in the national economy. The Partnership had fully invested the proceeds of its offering in twenty-eight Local Partnerships, all of which had their Tax Credits fully in place. As of December 31, 2007, all Credit Periods had expired. The Compliance Periods will continue through December 31, 2013 with respect to the Properties depending upon when the Tax Credit Periods commenced.

Management is not aware of any trends or events, commitments or uncertainties, which have not otherwise been disclosed, that will or are likely to impact liquidity in a material way. Management believes the only impact would be from laws that have not yet been adopted. The portfolio is diversified by the location of the Properties around the United States so that if one area of the country is experiencing downturns in the economy, the remaining Properties in the portfolio may 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 twenty-~~eight Local~~ ~~Partnerships, all of which have their Tax Credits fully in~~13 ~~place. The Tax Credits are attached to the property for a period of ten years (“Credit Period”), and are transferable with the Property during the remainder of the ten~~-year period. Internal Revenue Code Section 42 regulates the use of the Properties as to occupancy, eligibility, and unit gross rent, among other requirements. Each Property must meet the provisions of these regulations during each of fifteen consecutive years (the “Compliance Period”) in order to remain qualified to receive the credits. 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 value to the Property on the market. However, such value declines each year and is not included in the financial statement carrying amount. As of December 31, 2006, all Credit Periods have expired except for one Local Partnership which has an extended Credit Period. This Local Partnership received $11,579 in Tax Credits through December 31, 2008 and will receive smaller amounts through 2011. The Compliance Periods will continue through December 31, 2016 with respect to the Properties depending upon when the Tax Credit Periods commenced.

Off-Balance Sheet Arrangements

The Partnership has no off-balance sheet arrangements.

Tabular disclosure of Contractual Obligations

The Partnership discloses in Item 7 of the Partnership’s Annual Report on Form 10-K for the year ended March 31, ~~2008~~2009, the Partnership’s commitments to make future payments under its debt agreements and other contractual obligations. There are no material changes to such disclosure or amounts as of ~~December~~June 3130, ~~2008~~2009.

Fair Value Measurements

~~In the~~The ~~first~~Partnership ~~quarter~~adopted ofthe ~~2008,~~provisions werequired ~~adopted~~by SFAS No. 157, ~~“Fair~~relating ~~Value Measurements”, for~~to financial assets and liabilities. ~~This~~SFAS ~~standard~~ No. 157 defines fair value, establishes ~~provides~~a ~~guidance~~framework for measuring fair value, and ~~requires certain~~expands disclosures~~. This~~ ~~standard does not require any new fair~~about fair value measurements,. SFAS ~~but~~No. ~~discusses~~157 ~~valuation~~applies ~~techniques,~~to ~~such~~reported ~~as the market~~balances ~~approach~~that ~~(comparable~~are ~~market~~required ~~prices), the income approach (present value of future income~~ or ~~cash~~permitted ~~flow), and the cost approach (cost~~ to ~~replace~~be ~~the~~measured ~~service capacity~~at ~~of an asset or replacement cost). The statement provides for a~~ fair value ~~hierarchy~~under ~~that~~existing accounting ~~prioritizes~~pronouncements; accordingly, the ~~inputs~~standard todoes ~~valuation~~not ~~techniques~~require ~~used to~~any ~~measure~~ new fair value ~~into~~measurements ~~three broad levels. The following is a brief description~~ of ~~those~~reported ~~three levels:~~balances.

~~Level~~As permitted, 1:we ~~Observable~~chose ~~inputs~~not ~~such~~to elect the fair value option as ~~quoted~~prescribed ~~prices~~by ~~(unadjusted)~~FASB SFAS inNo. ~~active~~159, ~~markets~~“The Fair Value Option for ~~identical~~Financial Assets and Financial Liabilities” – Including an Amendment of FASB Statement No. 115, for our financial assets orand liabilities that had not been previously carried at fair value. Therefore, we did not elect to fair value any additional items under SFAS No. 159.

~~Level~~The estimated 2:fair ~~Inputs~~value ~~other~~of ~~than~~financial ~~quoted~~instruments ~~prices~~has ~~that~~been ~~are~~determined ~~observable~~using available ~~for~~market ~~the~~information ~~asset~~ or ~~liability~~other appropriate valuation methodologies. However, ~~either~~considerable ~~directly~~judgment oris ~~indirectly.~~required ~~These~~in interpreting ~~include~~market ~~quoted~~data ~~prices~~to ~~for~~develop ~~similar~~estimates ~~assets~~of orfair value. Consequently, ~~liabilities~~the inestimates ~~active~~are ~~markets~~not ~~and~~necessarily ~~quoted~~indicative ~~prices~~of the ~~for~~amounts ~~identical~~that orcould ~~similar~~be ~~assets~~realized or ~~liabilities~~would be paid in ~~markets~~a ~~that~~current market exchange. The following are ~~not~~financial ~~active.~~instruments for which the Partnership’s estimate of fair value differs from the carrying amounts:

Level 3: Unobservable inputs that reflect our own assumptions.

	At June 30, 2009						At March 31, 2009
	Carrying Amount			Fair Estimated Value			Carrying Amount			Fair Estimated Value
LIABILITIES:
Mortgage notes		$	39,507,802		$	39,507,802		$	39,954,355		$	39,954,355

As permitted, we chose not to elect the fair value option as prescribed by FASB SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” – Including an Amendment of FASB Statement No. 115, for our financial assets and liabilities that had not been previously carried at fair value. Therefore, we did not elect to fair value any additional items under SFAS No. 159. We, in accordance with Financial Accounting Standards Board Staff Position No. 157-2, “The Effective Date of FASB Statement No. 157”, will defer application on SFAS No. 157 for nonfinancial assets and nonfinancial liabilities until first quarter 2009.

The estimated fair value of financial instruments has been determined using available market information or other appropriate valuation methodologies. However, considerable judgment is required in interpreting market data to develop estimates of fair value. Consequently, the estimates are not necessarily indicative of the amounts that could be realized or would be paid in a current market exchange. At December 31, 2008, the carrying amount of the Partnership’s mortgage notes payable approximated fair value as their contractual interest rates approximated market yields for similar debt instruments.

	At December 31, 2008				Fair Value Measurements at December 31, 2008 using Fair Value Hierarchy
	Cost		Fair Value		Level 1		Level 2		Level 3
LIABILITIES:
Mortgage notes	$	46,201,911	$	46,201,911	$	0	$	0	$	46,201,911

Critical Accounting Policies and Estimates

In preparing the consolidated financial statements, management has made estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Set forth below is a summary of the accounting policies that management believes are critical to the preparation of the consolidated financial statements. The summary should be read in conjunction with the more complete discussion of the Partnership’s accounting policies included in Item 8, Note 2 to the consolidated financial statements included in the Partnership’s Annual Report on Form 10-K for the year ended March 31, ~~2008~~2009.

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Property and Equipment

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

At the time management commits to a plan to dispose of assets, said assets are adjusted to the lower of carrying amount or fair value less costs to sell. These assets are classified as property and equipment-held for sale and are not depreciated. Property and equipment that are held for sale are included in discontinued operations. There are three assets classified as property and equipment-held for sale as of ~~December~~June 3130, ~~2008~~2009 (see ~~Note~~ Note 5 in Item 1).

During the ~~nine~~three months ended ~~December~~June 3130, ~~2008~~2009, the Partnership has not recorded ~~approximately~~ ~~$1,520,000~~any ~~as a~~ loss on impairment of assets. Through ~~December~~ 31June 30, ~~2008~~2009, the Partnership has recorded approximately $917,~~545~~731,000 as an aggregate loss on impairment of assets.

Revenue Recognition

Rental income is earned primarily under standard residential operating leases and is typically due the first day of each month, but can vary by Property due to the terms of the tenant leases. Rental income is recognized when earned and charged to tenants’ accounts receivable if not received by the due date. Rental payments received in advance of the due date are deferred until earned. Rental subsidies are recognized as rental income during the month in which it is earned.

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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~~June 3130.

Results of Operations

The Partnership’s results of operations for the three ~~and nine~~ months ended ~~December 31~~June 30, ~~2008~~2009 and 2008 ~~2007~~ consisted primarily of the results of the Partnership’s investment in Local Partnerships. The following discussion excludes the Partnership’s results of its discontinued operations, which are not ~~reflected~~ reflected below.

Rental income increased approximately 24% ~~and 1%~~ for the three ~~and nine~~ months ended ~~December~~ 31June 30, ~~2008~~2009 as compared to the corresponding ~~periods~~period in ~~2007~~2008, primarily due to annual rent increases inand ~~rental~~decreases ~~rates~~in ~~and~~vacancies ~~occupancy~~ at several Local Partnerships ~~partially~~ partially offset by ana ~~increase~~decrease in ~~vacancies~~occupancy at one Local Partnership.

Total expenses, excluding ~~repairs~~general and ~~maintenance~~administrative-related parties and ~~loss on impairment of fixed~~depreciation ~~assets~~and amortization, remained fairly consistent with ana ~~increase~~decrease of approximately ~~1% and~~ 2% for the three ~~and nine~~ months ended ~~December~~June 3130, ~~2008~~2009 as compared to the corresponding ~~periods~~ period in ~~2007~~2008.

~~Repairs~~General and ~~maintenance~~administrative – related party expenses decreased approximately $~~154~~99,000 ~~and $302,000~~ for ~~the~~ the three ~~and nine~~ months ended ~~December~~June 3130, ~~2008~~2009 as compared to the corresponding ~~periods~~ inperiod ~~2007~~in 2008, primarily due to ~~basement renovations and window and door replacements in the prior year at one Local Partnership and rehabilitation costs resulting from~~ a ~~fire~~decrease in ~~the~~partnership ~~prior~~management ~~year~~fees ~~as well as a decrease in maintenance contracts~~ and ~~security contract at a second Local Partnership, partially offset~~other byexpense anreimbursement ~~increase~~allocations ~~in carpet replacement, carpentry and repair contracts and materials~~ at athe ~~third Local~~ Partnership, anlevel ~~increase~~due into ~~basement~~sale ~~renovations, installation~~ of ~~kitchen hardware and appliances and window and door replacements~~ ~~at a fourth Local Partnership and an increase in carpet replacement, decorating and maintenance contracts and snow removal contracts at a fifth Local Partnership~~properties.

Depreciation and amortization expenses decreased approximately $51,000 for the three months ended June 30, 2009 as compared to the corresponding period in 2008, primarily due to a decrease in property value at one Local Partnership.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Mortgage notes are payable in aggregate monthly installments including principal and interest at rates varying from 01% to 9% per annum. The Partnership does not believe there is a material risk associated with the various interest rates associated with the mortgage notes as the majority of the Local Partnership mortgage notes have fixed rates. The Partnership currently discloses in Item 8, Note 3 to the consolidated financial statements in the Partnership’s Annual Report on Form 10-K for the year ended March 31, ~~2008~~2009, the fair value of the mortgage notes payable. There are no material changes to such disclosure or amounts as of ~~December~~June 3130, ~~2008~~2009.

The Partnership does not have any other market risk sensitive instruments.

Item 4T. Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures. The Chief Executive Officer and Chief Financial Officer of ~~Related~~ Independence Associates, ~~Inc.~~GP LLC, the general partner of the ~~General~~ General Partner of the Partnership, have evaluated the effectiveness of the Partnership’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (“Exchange Act”) as of the end of the period covered by this report. Based on such evaluation, such officers have concluded that, as of the end of such period, the Partnership’s disclosure controls and procedures are effective.

(b) Management’s Annual Report on Internal Control over Financial Reporting. Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) 16and 15d-15(f). In evaluating the Partnership’s internal control over financial reporting, management has adopted the framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring organizations of the Treadway Commission (the “COSO Framework”). Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer of the General Partner, the Partnership conducted an evaluation of the effectiveness of its internal control over financial reporting as of March 31, 2009. The Partnership’s internal control system was designed to provide reasonable assurance to the Partnership’s management regarding the reliability of financial reporting and the preparation of financial statements for the external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Partnership; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Partnership are being made only in accordance with authorizations of management and executive officers of the Partnership; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Partnership’s assets that could have a material effect on the financial statements. However, because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

~~(b) Management’s~~Based ~~Annual Report~~ on ~~Internal~~management’s ~~Control~~evaluation ~~over~~under ~~Financial~~the ~~Reporting. Management~~COSO ~~is responsible for establishing and maintaining adequate internal control over financial reporting~~Framework, asit ~~such~~has ~~term~~concluded isthat ~~defined in Exchange Act Rules 13a-15(f) and 15d-15(f). In evaluating~~ the Partnership’s internal control over financial reporting, ~~management~~was, ~~has~~as ~~adopted the framework in Internal Control-Integrated Framework issued by the Committee~~ of ~~Sponsoring~~March ~~organizations~~31, of2009, ~~the Treadway Commission~~ (~~the “COSO Framework”~~1)~~. Under~~ ~~the supervision~~effective ~~and~~at ~~with~~ the ~~participation~~Partnership ~~of management~~level, ~~including~~in ~~the~~that ~~Chief Executive~~they ~~Officer~~provide ~~and Chief Financial Officer of the General Partner, the~~reasonable ~~Partnership~~assurance ~~conducted~~that aninformation ~~evaluation~~required ~~of the effectiveness of its internal control over financial reporting as of March 31, 2008. The Partnership’s internal control system was designed~~ to ~~provide~~be ~~reasonable~~disclosed ~~assurance~~by to the Partnership’s ~~management~~in ~~regarding~~ the ~~reliability of financial reporting and~~ ~~the~~reports ~~preparation~~it offiles ~~financial~~or ~~statements~~submits ~~for~~under the ~~external~~Exchange ~~purposes~~Act inis ~~accordance with~~recorded, ~~generally accepted accounting principles. Internal control over~~processed, ~~financial~~summarized ~~reporting includes those policies~~ and ~~procedures~~reported ~~that~~within ~~(1) pertain to~~ the ~~maintenance~~time ofperiods ~~records~~specified ~~that,~~ in ~~reasonable~~the ~~detail,~~SEC's ~~accurately~~rules and ~~fairly~~ ~~reflect~~forms ~~the transactions~~ and ~~dispositions of the assets of the Partnership;~~ (2) ~~provide~~ ~~reasonable~~ineffective ~~assurance~~at ~~that~~the ~~transactions~~subsidiary ~~are~~level ~~recorded~~due ~~as necessary~~ to ~~permit~~ ~~preparation~~certain ~~of financial statements in accordance with generally accepted~~control ~~accounting~~deficiencies ~~principles,~~noted ~~and that receipts and expenditures of the Partnership are being made only~~ in ~~accordance with authorizations of management and executive officers of~~ the ~~Partnership;~~audit ~~and~~reports ~~(3)~~for ~~provide reasonable assurance regarding~~such ~~prevention~~subsidiaries. Management orwill ~~timely~~attempt ~~detection~~to ofcause ~~unauthorized~~the ~~acquisition,~~Local ~~use, or disposition~~General ~~of the Partnership~~Partner’s ~~assets~~to ~~that~~remedy ~~could~~such ~~have~~deficiencies; ahowever, ~~material effect on~~ the ~~financial statements. However,~~General ~~because~~Partner ofdoes ~~inherent limitations, internal~~not have control over ~~financial~~the ~~reporting~~internal ~~may~~controls ~~not~~at ~~prevent~~the ~~or detect~~subsidiary ~~misstatements~~level. ~~Also,~~Management ~~projections~~believes ofthey ~~any~~have ~~evaluation~~sufficient ofcontrols ~~effectiveness~~at the toPartnership ~~future~~level ~~periods are subject~~ to ~~the~~mitigate ~~risk~~these ~~that~~deficiencies, ~~controls~~and ~~may~~such ~~become~~deficiencies ~~inadequate~~do not ~~because~~have ofa ~~changes~~material inimpact ~~conditions,~~on ~~or that~~ the ~~degree~~consolidated offinancial ~~compliance with the policies or procedures may deteriorate~~statements.

~~Based~~- on15 management’s evaluation under the COSO Framework, it has concluded that the Partnership’s internal control over financial reporting, was, as of March 31, 2008, (1) effective at the Partnership level, in that they provide reasonable assurance that information required to be disclosed by the Partnership in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and (2) ineffective at the subsidiary level due to certain control deficiencies noted in the audit reports for such subsidiaries. Management will attempt to cause the Local General Partner’s to remedy such deficiencies; however, the General Partner does not have control over the internal controls at the subsidiary level. Management believes they have sufficient controls at the Partnership level to mitigate these deficiencies, and such deficiencies do not have a material impact on the consolidated financial statements.-

The Partnership’s Annual Report on Form 10-K did not include an attestation report of the Partnership’s registered public accounting firm regarding internal control over financial reporting. The Partnership’s internal control over financial reporting was not subject to attestation by the Partnership’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Partnership to provide only this report.

(c) Changes in Internal Controls over Financial Reporting. Except as noted in (b) above, during the period ended ~~December~~June 3130, ~~2008~~2009, there were no changes in the Partnership’s internal ~~control~~ control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Partnership’s internal control over ~~financial~~ financial reporting.

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PART II. OTHER INFORMATION

Item 1.	Legal Proceedings – None

Item 1A.	Risk Factors – No Changes

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds – None

Item 3.	Defaults upon Senior Securities – None

Item 4.	Submission of Matters to a Vote of Security Holders – None

Item 5.	Other Information – None

Item 6.	Exhibits

	(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*

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

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

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

	*	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)

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SIGNATURES

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

INDEPENDENCE TAX CREDIT PLUS L.P.

(Registrant)

		By:	RELATED INDEPENDENCE ASSOCIATES L.P.,
			its General Partner
			By:	~~RELATED~~ INDEPENDENCE ASSOCIATES ~~INC.~~GP LLC,
				a General Partner
Date:	~~February~~August 1210, 2009			By:	/s/ Robert L. Levy
					Robert L. Levy
					Chief Financial Officer, Principal Accounting Officer and Director
Date:	~~February~~August 1210, 2009			By:	/s/ Andrew J. Weil
					Andrew J. Weil
					President and Chief Executive Officer

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