UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________

FORM 10-Q

______________

(Mark One)

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

For the quarterly period ended ~~December~~June 3130, ~~2009~~2010

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.

(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. þ Yes o No

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). o Yes o No

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 þ

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

PART I - Financial Information

Item 1. Financial Statements.

INDEPENDENCE TAX CREDIT PLUS L.P.

AND SUBSIDIARIES

Consolidated Balance Sheets

	December 31, 2009			March 31, 2009
	June 30, 2010			March 31, 2010
	(Unaudited)			(Audited)
ASSETS
Operating Assets
Property and equipment, at cost, net of accumulated depreciation of $23,358,354 and $22,315,148, respectively	$	21,764,364		$	22,693,155
Property and equipment, at cost, net of accumulated depreciation of $21,459,735 and $23,567,229, respectively	$	14,693,877		$	15,647,943
Cash and cash equivalents		51,~~323~~409,~~337~~615			51,~~253~~601,~~902~~240
Cash held in escrow		21,~~122~~849,~~061~~530			2,~~005~~178,~~856~~742
Deferred costs, net of accumulated amortization of $279,211 and $269,495, respectively		189,828			199,544
Deferred costs, net of accumulated amortization of $284,784 and $281,545, respectively		184,255			187,494
Other assets		~~754~~670,~~720~~347			~~792~~721,~~384~~872
Total operating assets		3018,~~154~~807,~~310~~624			3020,~~944~~337,~~841~~291
Assets from discontinued operations (Note 6)
Property and equipment held for sale, net of accumulated depreciation of $10,061,867 and $21,815,503, respectively		18,407,843			29,015,203
Property and equipment held for sale, net of accumulated depreciation of $4,666,868 and $2,238,886, respectively		3,208,281			2,606,404
Net assets held for sale		2395,~~829,165~~592			4167,~~246,142~~215
Total assets from discontinued operations		213,~~237~~603,~~008~~873			332,~~261~~773,~~345~~619
Total assets	$	5122,~~391~~411,~~318~~497		$	6423,~~206~~110,~~186~~910
LIABILITIES AND PARTNERS’ (DEFICIT) CAPITAL
Operating Liabilities
Mortgage notes payable	$	2016,~~131~~224,~~012~~270		$	2019,~~705~~936,~~851~~251
Accounts payable		1523,~~112,875~~000			1,~~181~~139,~~205~~138
Accrued interest payable		1110,~~289~~093,~~906~~782			1011,~~496~~600,~~943~~608
Security deposits payable		~~169~~136,~~502~~681			~~169~~154,~~564~~305
Due to local general partners and affiliates		~~752~~754,~~463~~256			~~745~~705,~~843~~651
Due to general partners and affiliates		104,~~244~~670,~~853~~950			94,~~756~~797,~~202~~738
Total operating liabilities		4332,~~700~~402,~~611~~939			4338,~~055~~333,~~608~~691
Liabilities from discontinued operations (Note 6)
Mortgage notes payable of assets held for sale		86,~~559~~662,~~688~~287			193,~~248~~129,~~504~~354
Net liabilities held for sale		133,~~776~~504,~~506~~892			151,~~690~~333,~~152~~122
Total liabilities from discontinued operations		2210,~~336~~167,~~194~~179			344,~~938~~462,~~656~~476
Total liabilities		6642,~~036~~570,~~805~~118			7742,~~994~~796,~~264~~167
Commitments and contingencies (Note 7)
Partners’ (deficit) capital
Limited partners (76,786 BACs issued and outstanding)		(2128,~~851~~712,~~437~~204	)		(2028,~~269~~251,~~539~~234	)
General partners		24,~~908~~347,~~605~~576			24,~~924~~352,~~584~~232
Independence Tax Credit Plus L.P. total		(1824,~~942~~364,~~832~~628	)		(1723,~~344~~899,~~955~~002	)
Noncontrolling interests		4,~~297~~206,~~345~~007			34,~~556~~213,~~877~~745
Total partners’ (deficit) capital		(1420,~~645~~158,~~487~~621	)		(1319,~~788~~685,~~078~~257	)
Total liabilities and partners’ (deficit) capital	$	5122,~~391~~411,~~318~~497		$	6423,~~206~~110,~~186~~910
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,
	2009			2008*			2009			2008*
	2010			2009*
Revenues
Rental income	$	1,~~779~~794,~~732~~056		$	1,~~758~~668,~~066~~931		$	~~5,308,290~~		$	~~5,164,133~~
Other income		2836,~~343~~035			6142,~~688~~857			~~128,010~~			~~168,307~~
Total revenues		1,~~808~~830,~~075~~091			1,~~819~~711,~~754~~788			~~5,436,300~~			~~5,332,440~~
Expenses
General and administrative		~~319~~353,~~795~~740			~~342~~354,~~886~~865			~~1,056,133~~			~~1,134,847~~
General and administrative-related parties (Note 2)		~~279~~202,~~038~~021			~~417~~260,~~210~~118			~~817,431~~			~~1,158,429~~
Repairs and maintenance		~~442~~441,~~498~~002			~~430~~445,~~135~~221			~~1,386,516~~			~~1,412,483~~
Operating		~~213~~355,~~557~~516			~~216~~403,~~013~~046			~~940,663~~			~~972,395~~
Taxes		~~133~~119,~~183~~618			~~124~~111,~~510~~549			~~381,080~~			~~381,362~~
Insurance		~~105~~91,~~076~~947			~~113~~100,~~643~~209			~~322,244~~			~~339,460~~
Financial, principally interest		~~348~~333,~~418~~392			~~357~~325,~~210~~107			~~1,084,845~~			~~1,077,180~~
Depreciation and amortization		~~351~~314,~~979~~114			~~408~~316,~~553~~533			~~1,052,923~~			~~1,217,990~~
Total expenses from operations		2,~~193~~211,~~544~~350			2,~~410~~316,~~160~~648			~~7,041,835~~			~~7,694,146~~
Loss from operations		(~~385~~381,~~469~~259	)		(~~590~~604,~~406~~860	)		~~(1,605,535~~	)		~~(2,361,706~~	)
Income from discontinued operations		432,465			1,211,515			947,526			1,138,493
(Loss) income from discontinued operations		(92,105	)		7,061
Net income (loss)		46,996			621,109			(658,009	)		(1,223,213	)
Net loss		(473,364	)		(597,799	)
Net loss attributable to noncontrolling interests from operations		42,~~113~~642			104,~~755~~298			~~19,259~~			~~27,965~~
Net loss (income) attributable to noncontrolling interests from discontinued operations		65,~~456~~096			(~~470~~197,~~803~~001	)		~~(959,127~~	)		~~(1,343,717~~	)
Net loss (income) attributable to noncontrolling interests		107,~~569~~738			(~~460~~192,~~048~~703	)		~~(939,868~~	)		~~(1,315,752~~	)
Net income (loss) attributable to Independence Tax Credit Plus L.P.	$	57,565		$	161,061		$	(1,597,877	)	$	(2,538,965	)
Net loss attributable to Independence Tax Credit Plus L.P.	$	(465,626	)	$	(790,502	)
Loss from operations – limited partners	$	(~~377~~374,~~542~~831	)	$	(~~573~~594,~~854~~556	)	$	~~(1,570,413~~	)	$	~~(2,310,403~~	)
Income (loss) from discontinued operations (including gain on sale of properties) – limited partners		434,531			733,304			(11,485	)		(203,172	)
Loss from discontinued operations (including loss on sale of properties) – limited partners		(86,139	)		(188,041	)
Net income (loss) – limited partners	$	56,989		$	159,450		$	(1,581,898	)	$	(2,513,575	)
Net loss – limited partners	$	(460,970	)	$	(782,597	)
Number of BACs outstanding		76,786			76,786			~~76,786~~			~~76,786~~
Loss from operations per weighted average BAC	$	(4.9288	)	$	(7.4774	)	$	~~(20.45~~	)	$	~~(30.08~~	)
Income (loss) from discontinued operations per weighted average BAC		5.66			9.55			(0.15	)		(2.65	)
Loss from discontinued operations per weighted average BAC		(1.12	)		(2.45	)
Net income (loss) per weighted average BAC	$	0.74		$	2.08		$	(20.60	)	$	(32.73	)
Net loss per weighted average BAC	$	(6.00	)	$	(10.19	)

* Reclassified for comparative purpose.

See accompanying notes to consolidated financial statements.

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INDEPENDENCE TAX CREDIT PLUS L.P.

AND SUBSIDIARIES

Consolidated Statement of Changes in Partners’ (Deficit) Capital

(Unaudited)

	Total			Limited Partners			General Partner			Noncontrolling Interests
Partners’ (deficit) capital – April 1, 2009	$	(13,788,078	)	$	(20,269,539	)	$	2,924,584		$	3,556,877
Partners’ (deficit) capital – April 1, 2010	$	(19,685,257	)	$	(28,251,234	)	$	4,352,232		$	4,213,745
Net (loss) income		(658,009	)		(1,581,898	)		(15,979	)		939,868
Net loss		(473,364	)		(460,970	)		(4,656	)		(7,738	)
Distributions		(199,400	)		0			0			(199,400	)
Partners’ (deficit) capital – June 30, 2010	$	(20,158,621	)	$	(28,712,204	)	$	4,347,576		$	4,206,007
Partners’ (deficit) capital – December 31, 2009	$	(14,645,487	)	$	(21,851,437	)	$	2,908,605		$	4,297,345
See accompanying notes to consolidated financial statements.

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INDEPENDENCE TAX CREDIT PLUS L.P.

AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(Unaudited)

	Nine Months Ended December 31,
	Three Months Ended June 30,
	2009			2008*
	2010			2009
Cash flows from operating activities:
Net loss	$	(~~658~~473,~~009~~364	)	$	(1597,~~223,213~~799	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
(Gain) on sale of properties		(1,049,357	)		(3,139,991	)
Loss on sale of properties		0			49,060
Depreciation and amortization		1347,~~067,459~~966			2359,~~485,487~~276
Loss on impairment of fixed assets		0			1,520,000
Increase in due to local general partners and affiliates		74,929			43,511
Increase in due to local general partners and affiliates		49,560			124,030
(Decrease) increase in due to general partner and affiliates		(87,093	)		165,026
Increase (decrease) in due to general partner and affiliates		151,238			(745,982	)
(Decrease) increase in accounts payable		(290,236	)		26,137
(Decrease) increase in accounts payable		(316,185	)		281,985
Increase in accrued interest payable		259,225			323,718
Increase in accrued interest payable		773,185			847,922
Increase in security deposit payable		4,837			12,257
Decrease in security deposit payable		(4,638	)		(14,889	)
(Increase) decrease in other assets		(65,756	)		238,470
Decrease (increase) in other assets		169,085			(31,125	)
Increase in cash held in escrow		(5,056	)		(68,116	)
(Increase) decrease in cash held in escrow		(102,206	)		341,045
Total adjustments		238,816			1,149,339
Total adjustments		738,141			1,668,482
Net cash (used in) provided by operating activities		(234,548	)		551,540
Net cash provided by operating activities		80,132			445,269
Cash flows from investing activities:
Acquisition of property and equipment		(114,415	)		(30,603	)
Decrease (increase) in cash held in escrow		240,701			(82,558	)
Proceeds from sale of properties		12,000,000			6,628,420
Net cash provided by (used in) investing activities		240,701			(82,558	)
Costs paid relating to sale of properties		(223,125	)		(233,374	)
(Increase) decrease in cash held in escrow		(224,838	)		1,215,958
Advances made to local general partners and affiliates		0			218,334
Net cash provided by investing activities		11,437,622			7,798,735
Cash flows from financing activities:
Repayment of mortgage notes		(11179,~~289,151~~048	)		(8446,~~250,275~~553	)
Repayment of advances to local general partners and affiliates		(31,137	)		(49,339	)
Net cash used in financing activities		(179,048	)		(446,553	)
Decrease in capitalization of consolidated subsidiaries attributable to noncontrolling interests		0			(67,607	)
Net (decrease) increase in cash and cash equivalents		(172,895	)		22,429
Net cash used in financing activities		(11,320,288	)		(8,367,221	)
Cash and cash equivalents at beginning of period		1,620,046			5,292,033
Net increase (decrease) in cash and cash equivalents		197,466			(123,217	)
Cash and cash equivalents at end of period*	$	1,447,151		$	5,314,462
Cash and cash equivalents at beginning of period		5,292,033			4,413,853
Summarized below are the components of the loss on sale of properties:
Cash and cash equivalents at end of period**	$	5,489,499		$	4,290,636
Other assets	$	0		$	33,054
Summarized below are the components of the gain on sale of properties:
Cash held in escrow		0			77,493
Proceeds from sale of properties – net	$	(11,776,875	)	$	(6,395,046	)
Accounts payable and other liabilities		0			(61,487	)
Property and equipment, net of accumulated depreciation		10,607,360			18,032,953
Due to local general partners and affiliates		0			199,400
Other assets		118,737			467,507
Decrease in capitalization of consolidated subsidiaries attributable to noncontrolling interests		0			(199,400	)
Cash held in escrow		1,269,640			1,677,149
Non-cash investing activities:
Deferred costs		221,513			1,016,749
Decrease in accounts payable – deferred loss on sale of investment	$	(8,664	)	$	0
Mortgage notes payable		25,496			(16,358,430	)
Decrease in property and equipment – write-off of assets related to sale of investment		8,664			0
Accounts payable and other liabilities		(1,190,772	)		(1,449,974	)
* Cash and cash equivalents at end of period, includes cash and cash equivalents from discontinued operations of $37,536 and $44,242, respectively.
Due to general partners and affiliates		(80,000	)		558,566
Due to local general partners and affiliates		(45,056	)		(750,340	)
Decrease in capitalization of consolidated subsidiaries attributable to noncontrolling interests		(199,400	)		0
Capital Contribution – General Partner		0			60,875
* Reclassified for comparative purposes. ** Cash and cash equivalents at end of period, includes cash and cash equivalents from discontinued operations of $166,162 and $23,318, 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 30, ~~2009~~2010

(Unaudited)

NOTE 1 – General

The consolidated financial statements include the accounts of Independence Tax Credit Plus L.P. (the “Partnership”) and ~~twelve~~ten 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 31~~June 30. All subsidiaries have fiscal quarters ending ~~September 30~~March 31. Accounts of the subsidiaries have been adjusted for intercompany transactions from ~~October~~April 1 through ~~December~~June 3130. The Partnership’s 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.

~~All intercompany~~In ~~accounts~~accordance with FASB Accounting Standards Codification (“ASC”) Topic 810, Noncontrolling Interests in Consolidated Financial Statements (“ASC 810”), loss (income) attributable to noncontrolling interests amounted to approximately $8,000 and ~~transactions~~$(193,000) ~~with~~for the ~~subsidiary~~three ~~partnerships~~months ~~have been~~ended ~~eliminated~~June 30, 2010 and 2009, respectively. The Partnership’s investment in ~~consolidation~~each subsidiary is equal to the respective subsidiary’s partners’ equity less noncontrolling interest capital, if any.

~~The Partnership~~Certain ~~has~~information ~~adopted~~and ~~FASB~~note ~~Accounting~~disclosures ~~Standards~~normally ~~Codification~~included ~~(“ASC”) Topic 810, Noncontrolling Interests~~ in ~~Consolidated~~financial ~~Financial~~statements ~~Statements,~~prepared ~~(“ASC~~in ~~810”) which is effective for fiscal year ends beginning after December 15, 2008. In~~ accordance with ~~ASC~~accounting ~~810,~~principles ~~loss~~generally ~~(income)~~accepted ~~attributable~~in tothe ~~noncontrolling~~United ~~interests~~States ~~amounted~~of ~~to approximately~~America ~~$11,000 and $~~(~~940,000~~“GAAP”) ~~for~~have ~~the~~been ~~three~~omitted ~~and~~or ~~nine months ended December 31, 2009, respectively~~condensed. ~~Prior~~These tocondensed ~~the~~financial ~~adoption~~statements ofshould ~~this~~be ~~ASC, losses~~read ~~attributable~~in toconjunction ~~noncontrolling~~with ~~interests which exceeded~~ the ~~noncontrolling~~ ~~interests’~~financial ~~investment~~statements inand anotes ~~subsidiary~~thereto ~~partnership~~included ~~were~~in ~~charged to~~ the Partnership~~. Such~~’s ~~losses~~Annual ~~aggregated~~Report ~~approximately~~on ~~$17,000~~Form ~~and $31,000~~10-K for the ~~three~~period ~~and nine months~~ ended ~~December~~March 31, ~~2008, respectively~~2010. ~~The Partnership’s investment in each subsidiary is equal to the respective subsidiary’s partners’ equity less noncontrolling interest capital, if any.~~

~~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~~ ~~States~~accompanying ofunaudited ~~America~~financial statements contain all adjustments (~~“GAAP”~~consisting only of normal recurring adjustments) ~~have~~necessary ~~been~~to ~~omitted~~present ~~or condensed. These~~fairly ~~condensed~~the financial ~~statements~~position ~~should~~of bethe ~~read~~Partnership ~~in conjunction~~as ~~with~~of June 30, 2010, the ~~financial~~results ~~statements~~of operations and ~~notes~~its ~~thereto~~cash ~~included~~flows infor the ~~Partnership’s~~ ~~Annual~~three ~~Report~~months onended ~~Form~~June ~~10-K~~30, 2010 and 2009. However, the operating results and cash flows for the ~~period~~three months ended ~~March~~June 3130, ~~2009~~ 2010 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, 2009, the results of operations for the three and nine months ended December 31, 2009 and 2008 and its cash flows for the nine months ended December 31, 2009 and 2008. However, the operating results and cash flows for the nine months ended December 31, 2009 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 Accounting Pronouncements

In ~~January~~ February, 2010, the FASB issued under Topic ~~820~~855, ~~Fair~~Subsequent ~~Value Measurements and Disclosures~~Events, ASU 2010-0609, “~~Improving~~Amendments ~~Disclosures~~to ~~about~~Certain ~~Fair~~Recognition ~~Value Measurements~~and Disclosure Requirements”. This ASU ~~reports~~addresses onboth ~~new~~the ~~disclosure~~interaction ~~requirements~~of —the ~~and clarifications~~requirements of ~~existing~~this ~~requirements~~Topic —with ~~under~~the ~~ASC~~SEC’s ~~Subtopic~~reporting ~~820-10~~requirements ~~(originally issued~~and asthe ~~FAS~~intended ~~157).~~breadth ~~The~~of ~~new~~the reissuance disclosure ~~requirements~~provision ~~apply~~related to ~~interim~~subsequent ~~and~~events. An ~~annual reporting~~entity ~~periods~~that ~~beginning~~is ~~after~~an ~~December~~SEC ~~15,~~filer ~~2009,~~is ~~with~~not ~~one~~required ~~exception:~~to ~~The~~disclose ~~new rules~~the ~~regarding~~date ~~purchases,~~through ~~sales,~~which ~~issuances~~subsequent ~~and~~events ~~settlements~~have ~~associated~~been ~~with Level~~evaluated. This 3ASU ~~measurements~~is ~~will be~~ effective for ~~fiscal~~interim ~~years~~or ~~beginning~~annual periods ending after ~~December~~ June 15, 2010~~, and for interim periods within those fiscal years~~. The adoption of this accounting standard is not expected to have a material effect on the Partnership’s consolidated financial statements.

In January 2010, the FASB issued under ASC Topic 810, Consolidation, ASU 2010-02, Accounting and Reporting for Decreases in Ownership of a Subsidiary – a Scope Clarification. The objective of ASU 2010-02 is to address implementation issues related to changes in ownership provisions. This ASU clarifies that decreases in ownership provisions within ASC Topic 810-10 applies to a) a subsidiary or group of assets that is a business or nonprofit activity, b) a subsidiary that is a business or nonprofit activity that is transferred to an equity method investee or joint venture or c) an exchange of a group of assets that constitutes a business or nonprofit activity for a non-controlling interest in an entity (including equity method investee or joint venture). This ASU clarifies that the decrease in ownership guidance within ASC Topic 810-10 does not apply to the following transactions even if they involve businesses: a) sales in substance of real estate and b) conveyances of oil and gas mineral rights. This ASU also expands disclosure requirements for the deconsolidation of a subsidiary or derecognition of a group of assets within the scope of ASC Topic 810-10. This ASU is effective in the period in which an entity adopts Statement of Financial Accounting Standards (SFAS) No. 160, Non-controlling Interests in Consolidated Financial Statements. If an entity has previously adopted SFAS160, the amendments in this update are effective beginning in the first interim or annual reporting period ending on or after December 15, 2009. Retrospective application to the first period that an entity adopted SFAS 160 is required. The adoption of this accounting standard did not have a material effect on the Partnership’s consolidated financial statements.

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INDEPENDENCE TAX CREDIT PLUS L.P.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

~~December 31~~June 30, ~~2009~~2010

(Unaudited)

NOTE 2 – Related Party Transactions

OnAn ~~August 26,~~affiliate ~~2009, the FASB issued Accounting Standard Update (ASU) 2009-05, Measuring Liabilities at Fair Value, to clarify how entities should estimate the fair value~~ of ~~liabilities under~~ the ~~ASC~~General ~~Topic 820~~Partner, ~~Fair~~Independence ~~Value~~SLP ~~Measurements and Disclosures~~L. ~~The amendments in ASU 2009-05 reduce potential ambiguity in financial reporting when measuring the fair value of liabilities~~P. ~~Therefore~~, ~~preparers,~~has ~~investors, and other users of financial statements will have~~ a ~~better understanding of how the fair value of liabilities was measured, helping to improve consistency in the application of Topic 820~~0. ~~The~~1% ~~FASB~~interest ~~issued ASU 2009-05~~ as a ~~result~~special oflimited ~~expressed concern~~partner ~~that~~in ~~there~~each ~~may be a lack~~ of ~~observable market information to measure~~ the ~~fair~~ ~~value~~Local ~~of a liability~~Partnerships. ~~For~~ ~~example,~~An inaffiliate ~~the hypothetical transfer~~ of ~~an asset subject to a restriction there will be no observable data available to measure~~ the ~~liability~~General ~~because~~Partner italso ishas restricted from being transferred. This guidance is effective for the first reporting period (including interim periods) beginning after issuance. The adoption of this accounting standard did not have a ~~material~~minority ~~effect on~~interest ~~the~~in ~~Partnership’s~~certain ~~consolidated~~Local ~~financial statements~~Partnerships.

~~In June 2009, the FASB issued ASC 105-10 (formerly SFAS No. 168~~A), ~~The~~Other ~~FASB~~Related ~~Accounting~~Party Standards Codification and the Hierarchy of Generally Accepted Accounting Principles. The objective of this statement is to replace SFAS No. 162 and to establish the FASB Accounting Standards Codification as the source of the authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with GAAP. The rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. This statement shall be effective for financial statements issued for interim and annual periods ending after September 15, 2009 and was adopted by the Partnership for its second quarter reporting. The adoption did not have a significant impact on the reporting of our financial position, results of operations or cash flows.Expenses

InThe ~~June 2009,~~General ~~the~~Partner ~~FASB~~and ~~issued~~its ~~under~~affiliates ~~ASC~~perform ~~Topic~~services ~~810-Consolidation,~~for ~~SFAS~~the NoPartnership. ~~167, an amendment to FASB Interpretation 46(R), “Consolidation of Variable Interest Entities.”~~ The ~~statement~~costs ~~requires an entity~~ to ~~perform~~related anparties ~~analysis~~incurred to determine whether the entity’s variable interest give it a controlling financial interest in a variable interest entity by rationalizing characteristics that would give it power to direct the activities of a variable interest entity and the obligation to absorb losses or the right to receive benefits from ~~the~~operations ~~entity that~~for ~~could potentially be significant to~~ the ~~variable~~three ~~interest entity. The~~months ~~statement~~ended isJune ~~effective for years beginning after November 15~~30, ~~2009~~2010 and is2009 ~~not~~were ~~expected~~as ~~to have a material effect on the Partnership’s consolidated financial statements.~~follows:

In June 2009, the FASB issued under ASC Topic 860 – Transfers and Servicing, SFAS No. 166, “Accounting for Transfers of Financial Assets”, an amendment to SFAS No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities.” The statement defines the term ”participating interest” to establish specific conditions for reporting a transfer of financial assets as a sale and improves financial reporting by eliminating (a) the exception for qualifying special-purpose entities from consolidation guidance and (b) the exception that permitted sale accounting for certain mortgage securitizations when a transferor has not surrendered control over the transferred financial assets. The statement is effective for annual reports for years beginning after November 15, 2009 and is not expected to have a material effect on the Partnership’s consolidated financial statements.

	Three Months Ended June 30,
	2010		2009*

Partnership management fees (i)	$	54,500	$	128,000
Expense reimbursement (ii)		40,809		37,646
Local administrative fee (iii)		1,875		1,875
Total general and administrative – General Partner		97,184		167,521
Property management fees incurred to affiliates of the Local General Partners		104,837		92,597
Total general and administrative – related parties	$	202,021	$	260,118

~~NOTE~~The 2General ~~– Related~~Partner ~~Party~~and ~~Transactions~~its affiliates perform services for the Partnership. The cost to related parties incurred from discontinued operations for the three months ended June 30, 2010 and 2009 were as follows:

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 noncontrolling interest in certain Local Partnerships.

	Three Months Ended June 30,
	2010		2009*

Local administrative fee (iii)	$	1,875	$	3,750
Total general and administrative-General Partners		1,875		3,750
Property management fees incurred to affiliates of the Local General Partners		15,092		16,520
Total general and administrative-related parties	$	16,967	$	20,270
* Reclassified for comparative purposes.

As(i) ~~of December~~The ~~31,~~General ~~2009~~Partner ~~and~~is ~~March~~entitled 31to receive a partnership management fee, ~~2009~~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 ~~owes~~Agreement), anfor ~~affiliate~~administering the affairs of the Partnership. Subject to the foregoing limitation, the partnership management fee will be determined by the General Partner ~~approximately~~in ~~$2,441,000~~its ~~for~~sole ~~operating advances~~discretion based upon its review of the Partnership’s investments. ~~These~~ ~~advances~~Unpaid partnership management fees for any year are ~~non-interest~~to ~~bearing~~be deferred without interest and ~~have~~will nobe ~~set repayment~~payable ~~terms. The~~out ~~Partnership~~of ~~has~~sales ~~advanced~~or ~~monies~~refinancing proceeds only to ~~Rolling~~the ~~Green Associates,~~extent ~~L.P.~~of ~~(“Rolling~~available ~~Green”)~~funds after payments on all Partnership liabilities have been made other than those owed to ~~fund~~the ~~its~~General ~~operations. As~~Partner ~~of September~~and ~~30,~~its ~~2009~~affiliates, and after the ~~advances~~Limited ~~from~~Partners ~~the~~have received a 10% return on their capital contributions. Partnership management fees owed to ~~Rolling~~the ~~Green~~General ~~amounted~~ Partner amounting to approximately $54,~~170~~545,000~~. As~~ and $4,555,000 were accrued and unpaid as of ~~December~~June 30, 2010 and March 31, ~~2009~~2010, ~~the~~respectively, ~~property~~ and are included in the ~~related~~line ~~assets~~item Due to general partners and ~~liabilities~~affiliates ofon ~~Rolling~~the ~~Green~~consolidated ~~were~~balance ~~sold~~sheets. toDuring ~~an affiliate~~the ofyear ended March 31, 2010, the General Partner~~. The~~ deemed the unpaid partnership management fees related to sold properties uncollectible and the Partnership ~~collected~~wrote off approximately $~~170~~1,508,000 ~~from~~, ~~the~~resulting ~~sale,~~in ~~which~~a ~~was~~non-cash ~~used~~General toPartner ~~partially~~contribution ~~repay~~of ~~these~~the ~~outstanding advances~~same amount. ~~The~~ ~~remaining~~Current ~~$5,000,000~~year ~~balance~~partnership management fees may be paid out of ~~these~~operating ~~advances~~reserves ~~were deemed~~or ~~uncollectible~~refinancing and ~~written~~sales ~~off~~proceeds. However, the General Partner cannot demand payment of the deferred fees except as noted above.

(ii) The Partnership reimburses the General Partner and its affiliates ~~perform~~for ~~services~~actual ~~for~~Partnership operating expenses incurred by the General Partner and its affiliates on the Partnership’s behalf. The ~~costs~~amount ~~incurred~~of reimbursement from ~~operations~~the toPartnership ~~related~~is ~~parties~~ limited by the provisions of the Partnership Agreement. Another affiliate of the General Partner performs asset monitoring for the ~~three~~Partnership. These services include site visits and ~~nine~~evaluations ~~months~~of ~~ended~~the ~~December~~subsidiary ~~31,~~partnerships’ ~~2009~~performance. The General Partner does not intend to demand payment of the deferred payables beyond the Partnership’s ability to pay them. The Partnership anticipates that these will be paid from working capital reserves or future sales proceeds. Expense reimbursements owed to the General Partners and ~~2008~~its affiliates amounting to approximately $41,000 were accrued and unpaid as ~~follows:~~ of June 30, 2010 and March 31, 2010.

(iii)

Independence SLP L.P. is entitled to receive a local administrative fee of up to $2,500 per year from each subsidiary partnership. As of June 30, 2010 and March 31, 2010, the subsidiary partnerships owed approximately $158,000 and $154,000, respectively, of these fees to Independence SLP L.P. These fees also have been deferred in certain cases and the Partnership anticipates that they will be paid from working capital reserves or future sales proceeds.

- 7 -

INDEPENDENCE TAX CREDIT PLUS L.P.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

~~December 31~~June 30, ~~2009~~2010

(Unaudited)

	Three Months Ended December 31,				Nine Months Ended December 31,
	2009		2008*		2009		2008*
Partnership management fees (a)	$	128,000	$	196,000	$	384,000	$	614,000
Expense reimbursement (b)		49,421		95,990		125,251		206,911
Local administrative fee (c)		3,125		3,125		9,375		9,375
Total general and administrative-General Partner		180,546		295,115		518,626		830,286
Property management fees incurred to affiliates of the subsidiary partnerships' general partners		98,492		122,095		298,805		328,143
Total general and administrative-related parties	$	279,038	$	417,210	$	817,431	$	1,158,429
* Reclassified for comparative purpose.

As of June 30, 2010 and March 31, 2010, the Partnership owed $0 and $80,000, respectively, to the Special Limited Partner for the fees it received from one Local Partnership on its behalf. These fees were repaid to the Special Limited Partner during the three months ended June 30, 2010.

~~The General~~As ~~Partner~~of ~~and~~June ~~its~~30, ~~affiliates~~2010 ~~perform~~and ~~services~~March ~~for~~31, ~~the Partnership. The~~2010, ~~costs~~655 ~~incurred~~North ~~from~~Street ~~discontinued~~L.P. ~~operations~~owed ~~to related~~an ~~parties~~affiliate ~~for~~of the ~~three~~General ~~and~~Partner ~~nine~~approximately ~~months ended December 31~~$23,000 ~~2009~~for ~~and~~advances ~~2008 were~~under asthe ~~follows:~~Mark-to-Market program.

	Three Months Ended December 31,				Nine Months Ended December 31,
	2009		2008*		2009		2008*
Local administrative fee (c)	$	2,500	$	8,000	$	7,500	$	24,000
Property management fees incurred to affiliates of the General Partner (d)		0		45,782		0		133,611
Total general and administrative-General Partner		2,500		53,782		7,500		157,611
Property management fees incurred to affiliates of the subsidiary partnerships' general partners		10,011		104,452		29,927		313,174
Total general and administrative-related parties	$	12,511	$	158,234	$	37,427	$	470,785
* Reclassified for comparative purpose.

B)	Due to Local General Partners and Affiliates

~~(a) The General~~Due ~~Partner is entitled~~ to ~~receive a partnership management fee, after payment of all Partnership expenses, which together with the annual~~ local ~~administrative~~ ~~fees~~general ~~will~~partners ~~not exceed a maximum of 0.5% per annum of invested assets (as defined in the Partnership’s Amended~~ and ~~Restated~~affiliates ~~Agreement~~included 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~~operating ~~sole discretion~~liabilities ~~based~~consists ~~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 $6,603,000 and $6,219,000 were accrued and unpaid as of December 31, 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.following:

(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 $991,000 and $963,000 were accrued and unpaid as of December 31, 2009 and March 31, 2009, respectively.

	June 30, 2010		March 31, 2010

Operating advances	$	284,299	$	237,183
Development fee payable		163,223		163,223
Long-term notes payable (i)		111,548		111,548
Accrued interest on long-term notes payable		7,718		7,718
Management and other fees		187,468		185,979
	$	754,256	$	705,651

(i) Long-term notes payable consist of the following:

655 North Street L.P. In December 2003, 655 North Street was refinanced as part of the Mark-to-Mark program and the owner was required to make an additional investment. This capital recovery payment is payable over ten years with interest accruing at 7.5% per annum.	$	111,548	$	111,548

~~(c) Independence SLP~~Due ~~L.P. is entitled~~ to ~~receive~~local ageneral ~~local~~partners ~~administrative~~and ~~fee~~affiliates ofincluded upin tothe ~~$2,500~~discontinued ~~per year~~liabilities ~~from~~consists ~~each~~of ~~subsidiary~~the ~~partnership.~~following:

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.

	June 30, 2010		March 31, 2010

Operating advances	$	524,320	$	496,961
Management and other fees		27,274		28,309
	$	551,594	$	525,270

C) Other

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

NOTE 3 – Fair Value of Financial Instruments

The following methods and assumptions were used to estimate the fair value of each class of financial instruments (all of which are held for nontrading purposes) for which it is practicable to estimate that value:

Cash and Cash Equivalents, Investments Available-for-Sale and Cash Held in Escrow

The carrying amount approximates fair value.

Mortgage Notes Payable

The Partnership adopted FASB ASC 820 – “Fair Value Measurements” for financial assets and liabilities. ASC 820 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. ASC 820 applies to reported balances that are required or permitted to be measured at fair value under existing accounting pronouncements; accordingly, the standard does not require any new fair value measurements of reported balances.

- 8 -

INDEPENDENCE TAX CREDIT PLUS L.P.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

~~December 31~~June 30, ~~2009~~2010

(Unaudited)

Mortgage Notes Payable

As permitted, we chose not to elect the fair value option as prescribed by FASB ASC 825 – “Financial Instruments” – Including an Amendment of ASC 320 – “Investments – Debt and Equity Securities”, 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 ASC 825.

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:

At December 31, 2009

At March 31, 2009

At June 30, 2010

At March 31, 2010

Carrying Amount

Fair Value

Carrying Amount

Fair Value

LIABILITIES:

Mortgage notes

2822,~~690~~886,~~700~~557

2219,~~798~~382,~~394~~604

3923,~~954~~065,~~355~~605

3719,~~186~~275,~~773~~709

For the mortgage notes, fair value is calculated using present value cash flow models based on a discount rate. It was determined that the Tender Option Bond market, through which these bonds have been securitized in the past, continued to see a dramatic slowdown with limited liquidity and significantly reduced transaction levels. To assist in valuing these notes, the Partnership held separate discussions with various third party investment banks who are leaders in the municipal bond business. The discussions produced assumptions that were based on market conditions as well as the credit quality of the underlying property partnerships, which held the mortgage notes, to determine what discount rates to utilize.

NOTE 4 – Sale of Properties

The Partnership is currently in the process of ~~disposing~~developing a plan to dispose of all of its investments. It is anticipated that this process will continue to take a number of years. During the ~~nine~~three months ended ~~December~~June 3130, ~~2009~~ 2010, one Local Partnership sold its property and the related assets and liabilities. AsThrough ofJune ~~December~~30, 312010, ~~2009~~five Local Partnerships have sold their property and the related assets and liabilities, the Partnership has sold its limited partnership interest in ~~twelve~~thirteen Local Partnerships, and one Local Partnership transferred the deed to the property and ~~the~~ related assets and liabilities of ~~four~~such Local ~~Partnerships~~Partnership. In ~~and~~addition, as of June 30, 2010, one Local Partnership has ~~transferred the~~entered ~~deed~~into an agreement to ~~the~~sell its property and the related assets and liabilities ofand ~~one~~the ~~Local~~ Partnership~~. In~~ ~~addition,~~has asentered ofinto ~~December~~an ~~31,~~agreement ~~2009,~~to ~~two~~sell ~~Local Partnerships~~its ~~are~~limited ~~actively~~partnership ~~being~~interest ~~marketed~~in ~~for~~one ~~sale~~Local Partnership (see Note 5). 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.

On ~~September~~ 30May 18, ~~2009~~2010, the property and the related assets and liabilities of ~~Rolling Green~~Cloisters Limited Partnership II (“Cloisters”) were sold to an ~~affiliate~~unaffiliated ofthird ~~the~~party ~~General~~purchaser ~~Partner~~ for a sales price of $121,~~000~~800,000. The Partnership received $~~170~~254,000 as a distribution from this sale after the repayment of ~~the mortgages,~~ other liabilities, ~~and~~ closing costs ~~of approximately~~and ~~$11,830,000. The~~distributions ~~distribution received was used~~ to ~~repay~~ tononcontrolling ~~the~~interests ~~Partnership a portion~~ of ~~the~~approximately ~~funds advanced by it to Rolling Green~~$1,546,000. The sale ~~resulted~~will result in a gain of approximately $1,~~098~~191,000 resulting from the write-off of the ~~deficit~~ basis in the property at the date of sale, which will be recorded during the quarter ending September 30, 2010.

On December 31, 2008, the Partnership sold its limited partnership interest in Christine Apartments L.P. (“Christine Apartments”) to the Local General Partner for a sales price of $50,000. The sale resulted in a gain of approximately $737,000 resulting from the write-off of the deficit basis in the Local Partnership of approximately $687,000 at the date of the sale and the receipt of $50,000 in cash from the sale, which was recorded during the quarter ended December 31, 2008. An adjustment to the gain of approximately $(5,000) was recorded during the quarter ended March 31, 2009, resulting in an overall gain of approximately $732,000.

On December 17, 2008, the property and the related assets and liabilities of West Diamond Street Associates (“West Diamond”) were sold to an unaffiliated third party purchaser for a sales price of $1 plus the assumption of the outstanding mortgage notes. The sale resulted in a gain of approximately $1,066,000 resulting from the write-off of the deficit basis in the property at the date of sale.

On November 30, 2008, the Partnership sold its limited partnership interest in Conifer Bateman Associates (“Bateman Hotel”) to the Local General Partner for a sales price of $50. The sale resulted in a loss of approximately $87,000 resulting from the write-off of the basis in the Local Partnership of approximately $87,000 at the date of the sale, which was recorded during the quarter ended December 31, 2008. An adjustment to the loss of approximately $(5,000) was recorded during the quarter ended March 31, 2009, resulting in an overall loss of approximately $82,000. The sale also resulted in a non-cash contribution to the Local Partnership from the General Partner of approximately $14,000 as a result of write-off of the fees owed by the Local Partnership to an affiliate of the General Partner.

On October 21, 2008, the Partnership sold its limited partnership interest in Lancaster Terrace L.P. (“Lancaster”) to the Local General Partner for a sales price of $1,564,990. The sale resulted in a gain of approximately $904,000 resulting from the write-off of the basis in the Local Partnership of approximately $660,000 at the date of the sale and the receipt of $1,564,190 in cash from the sale, which was recorded during the quarter ended December 31, 2008. An adjustment to the gain of approximately $111,000 was recorded during the quarter ended March 31, 2009, resulting in an overall gain of approximately $1,015,000. The sale also resulted in a non-cash contribution to the Local Partnership from the General Partner of approximately $2,000 as a result of write-off of the fees owed by the Local Partnership to an affiliate of the General Partner.

- 9 -

INDEPENDENCE TAX CREDIT PLUS L.P.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2009

(Unaudited)

On October 17, 2008, the Partnership sold its limited partnership interest in Bethel Villa Associates, L.P. (“Bethel Villa”) to the Local General Partner for a sales price of $750,000. During the quarters ended March 31, 2008 and December 31, 2008, in accordance with ASC 360, Property, Plant and Equipment (“ASC 360”), the Partnership deemed the building impaired and wrote it down to its fair value, which resulted in a loss on impairment of $5,000,000 and $720,000, respectively. The sale resulted in a loss of approximately $28,000 resulting from the write-off of the basis in the Local Partnership of approximately $778,000 at the date of the sale and the receipt of $750,000 in cash from the sale, which was recorded during the quarter ended December 31, 2008. An adjustment to the loss of approximately $373,000 was recorded during the quarter ended March 31, 2009, resulting in an overall gain of approximately $345,000.

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, which was recorded during the quarter ended December 31, 2008. An adjustment to the gain of approximately $(31,000) was recorded during the quarter ended March 31, 2009, resulting in an overall gain of approximately $660,000.

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, which was recorded during the quarter ended December 31, 2008. An adjustment to the gain of approximately $(40,000) was recorded during the quarter ended March 31, 2009, resulting in an overall gain of approximately $650,000.

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 ASC 360, 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. Adjustments to the loss of approximately $(1,000) and $(37,000) were recorded during the 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 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 year ended March 31, 2009 and 2008, in accordance with ASC 360, the building was deemed impaired and written down to its fair value, resulting in a loss on impairment of approximately $3,000,000 and $730,000, respectively. 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. 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 March 20, 2008, the property and the 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, $(7,000) and $(324,000) were recorded during the quarters ended September 30, 2008, December 31, 2008 and March 31, 2009, resulting in an overall loss of approximately $55,000.

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. An adjustment to the gain of approximately $(49,000) was recorded during the quarter ended June 30, 2009, resulting in an overall gain of approximately $1,211,000. The sale also resulted in a non-cash distribution to the Local General Partner of approximately $199,000 as a result of the write-off of receivables from the Local General Partner to Harbor Court.

NOTE 5 – Assets Held for Sale

On ~~May~~June 914, ~~2008,~~ ~~Creative Choice Homes II~~2010, ~~Ltd.~~the ~~(“Opa-Locka”)~~Partnership entered into aan ~~purchase~~assignment and ~~sale~~ assumption agreement to sell ~~the~~its ~~property~~limited ~~and~~partnership ~~the~~interest ~~related~~in ~~assets~~Arlington-Rodeo ~~and~~Properties ~~liabilities~~(“Arlington-Rodeo”) to ~~an unaffiliated~~the ~~third~~Local ~~party~~General ~~purchaser~~Partner for a sales price of $1732,~~000,000~~500. ~~This~~During ~~agreement~~the ~~expired~~year ended March 31, 2010, in ~~April~~accordance ofwith ~~2009. The property~~ASC is360, ~~currently~~the ~~being~~Partnership ~~actively~~deemed ~~marketed~~the ~~for~~building ~~sale~~impaired and ~~management~~wrote isit ~~seeking~~ down to its fair value, which resulted in a ~~potential~~loss ~~buyer~~on impairment of $2,666,000. As of ~~December~~March 31, ~~2009~~2010, ~~Opa~~Arlington-~~Locka~~Rodeo had property and equipment, at cost, of approximately $223,~~812~~030,000, accumulated depreciation of ~~approximately $7,946,000, mortgage debt~~ of approximately $52,~~420~~428,000, and ~~related~~ ~~party~~mortgage debt of approximately $113,~~200~~543,000.

-On ~~10 -~~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. During the quarter ended March 31, 2010, in accordance with ASC 360, the Partnership deemed the building impaired and wrote it down to its fair value, which resulted in a loss on impairment of $1,607,000. The sale is expected to consummate during the 3rd quarter of 2011. As of March 31, 2010, Homestead II had property and equipment, at cost, of approximately $3,987,000, accumulated depreciation of approximately $2,076,000 and mortgage debt of approximately $3,119,000.

- 9 -

INDEPENDENCE TAX CREDIT PLUS L.P.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

~~December 31~~June 30, ~~2009~~2010

(Unaudited)

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 classified as assets held for sale or were sold. As of ~~December~~June 3130, ~~2009~~2010, Cloisters, Arlington-Rodeo and Homestead II were classified as discontinued operations on the consolidated balance sheets. As of March 31, ~~2009~~2010, ~~Harbor Court,~~ Homestead II, Rolling Green, ~~and~~ Opa-Locka and Cloisters were classified as discontinued operations on the consolidated balance sheets.

Consolidated Balance Sheets:

	December 31, 2009		March 31, 2009
	June 30, 2010		March 31, 2010
Assets
Property and equipment – less accumulated depreciation of $10,061,867 and $21,815,503, respectively	$	18,407,843	$	29,015,203
Property and equipment – less accumulated depreciation of $4,666,868 and $2,238,886, respectively	$	3,208,281	$	2,606,404
Cash and cash equivalents		~~166~~37,~~162~~536		3818,~~131~~806
Cash held in escrow		2190,~~512,421~~100		396,~~571,222~~533
Deferred costs, net of accumulated amortization of $607,173 and $868,985, respectively		1,813		237,862
Deferred costs, net of accumulated amortization of $91,469 and $90,269, respectively		3,328		4,528
Other assets		~~148~~164,~~769~~628		~~398~~47,~~927~~348
Total assets	$	213,~~237~~603,~~008~~873	$	332,~~261~~773,~~345~~619
Liabilities
Mortgage notes payable	$	86,~~559~~662,~~688~~287	$	193,~~248~~129,~~504~~354
Accounts payable		1501,~~294,249~~463		2184,~~685,081~~224
Accrued interest payable		~~648~~2,~~809~~263,022		~~680~~496,~~348~~971
Security deposit payable		9994,~~881~~118		~~140~~71,~~490~~657
Due to local general partners and affiliates		11551,~~661,692~~594		11525,~~694,945~~270
Due to general partners and affiliates		7194,~~875~~695		~~489~~55,~~288~~000
Total liabilities	$	2210,~~336~~167,~~194~~179	$	344,~~938~~462,~~656~~476

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, ~~2009~~2010, ~~Rolling Green~~Cloisters, which was sold during the ~~nine~~ three months ended ~~December~~June 3130, ~~2009~~2010, and ~~Homestead~~Arlington-Rodeo II and ~~Opa-Locka~~Homestead II, which ~~are~~ were 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~~June 3130, ~~2008~~2009, ~~Christine~~Homestead ~~Apartments~~II, ~~West~~Rolling ~~Diamond, Bateman~~Green ~~Hotel, Lancaster, Bethel Villa, Lares, Lajas, Landreth~~ and ~~Susquehanna~~Opa-Locka, which were ~~sold~~classified ~~during~~as ~~the~~assets ~~nine~~held ~~months~~for ~~ended December 31~~sale, ~~2008, Homestead and~~ Harbor Court, which ~~were~~was sold during the year ended March 31, 2008, ~~Homestead II,~~and ~~Rolling~~Cloisters ~~Green~~ and ~~Opa~~Arlington-~~Locka~~Rodeo, ~~which~~in ~~were~~order ~~classified~~to aspresent ~~assets~~comparable ~~held~~results ~~for~~to ~~sale~~the three months ended June 30, 2010, were all classified as discontinued operations in the consolidated financial statements.

- 11 10 -

INDEPENDENCE TAX CREDIT PLUS L.P.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

~~December 31~~June 30, ~~2009~~2010

(Unaudited)

	Three Months Ended December 31,					Nine Months Ended December 31,
	2009		2008*			2009			2008*
Revenues
Rental income	$	1,896,260	$	2,940,852		$	5,702,741		$	9,440,030
Other		16,640		226,316			44,067			492,532
Gain on sale of properties		1,098,417		2,900,807			1,049,357			3,139,991
Total revenue		3,011,317		6,067,975			6,796,165			13,072,553
Expenses
General and administrative		456,662		823,179			1,339,539			2,383,920
General and administrative-related parties (Note 2)		12,511		158,234			37,427			470,785
Repairs and maintenance		1,224,036		754,659			1,814,331			1,947,469
Operating and other		208,782		362,484			553,602			1,028,982
Real estate taxes		213,206		267,677			626,433			831,148
Insurance		108,945		206,926			401,693			724,402
Interest		349,866		536,803			1,061,078			1,759,857
Depreciation and amortization		4,844		226,498			14,536			1,267,497
Loss on impairment of fixed assets		0		1,520,000			0			1,520,000
Total expenses		2,578,852		4,856,460			5,848,639			11,934,060
Income from discontinued operations	$	432,465	$	1,211,515		$	947,526		$	1,138,493
Noncontrolling interest in loss (income) of subsidiaries from discontinued operations		6,456		(470,803	)		(959,127	)		(1,343,717	)
Income (loss) from discontinued operations – Independence Tax Credit Plus L.P.	$	438,921	$	740,712		$	(11,601	)	$	(205,224	)
Income (loss) from discontinued operations – limited partners	$	434,531	$	733,304		$	(11,485	)	$	(203,172	)
Number of BACs outstanding		76,786		76,786			76,786			76,786
Income (loss) from discontinued operations per weighted average BAC	$	5.66	$	9.55		$	(0.15	)	$	(2.65	)
* Reclassified for comparative purposes.

Consolidated Statements of Discontinued Operations:

	Three Months Ended June 30,
	2010			2009*
Revenues
Rental income	$	264,246		$	1,993,013
Other		15,052			23,642
Loss on sale of properties		0			(49,060	)
Total revenue		279,298			1,967,595
Expenses
General and administrative		60,510			538,347
General and administrative-related parties (Note 2)		16,967			20,270
Repairs and maintenance		84,068			352,078
Operating and other		41,570			253,231
Real estate taxes		26,709			217,104
Insurance		35,543			153,228
Interest		72,184			383,533
Depreciation and amortization		33,852			42,743
Total expenses		371,403			1,960,534
(Loss) income from discontinued operations	$	(92,105	)	$	7,061
Noncontrolling interest in loss (income) of subsidiaries from discontinued operations		5,096			(197,001	)
Loss from discontinued operations – Independence Tax Credit Plus L.P.	$	(87,009	)	$	(189,940	)
Loss from discontinued operations – limited partners	$	(86,139	)	$	(188,041	)
Number of BACs outstanding		76,786			76,786
Loss from discontinued operations per weighted average BAC	$	(1.12	)	$	(2.45	)
* Reclassified for comparative purposes.

Cash Flows from Discontinued Operations:

	Nine Months Ended December 31,
	Three Months Ended June 30,
	2009			2008*
	2010				2009*
Net cash used in operating activities	$	(811,353	)	$	(344,261	)
Net cash provided by operating activities	$	279,990			$	620,767
Net cash provided by investing activities	$	11,823,699		$	10,421,464
Net cash used in investing activities	$	(6,775	)		$	(383,432	)
Net cash used in financing activities	$	(10,~~514,912~~190	)	$	~~(8,454,711~~$	)(46,890	)
* Reclassified for comparative purposes.

- 12 11 -

INDEPENDENCE TAX CREDIT PLUS L.P.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

~~December 31~~June 30, ~~2009~~2010

(Unaudited)

~~a) Subsidiary Partnerships~~NOTE 7 – ~~Going~~Commitments ~~Concern~~and Contingencies

~~Creative~~a) ~~Choice~~Going ~~Homes~~Concern ~~II L.P. (“Opa-Locka”)~~Consideration

~~Opa-Locka is~~At inJune ~~default~~30, on2010, ~~its~~the ~~third~~Partnership’s ~~and~~liabilities ~~fourth~~exceeded ~~mortgage~~assets ~~notes~~by $20,158,621 ~~which~~and ~~were~~for the three months ended June 30, 2010 incurred a net loss of $473,364. These factors raise substantial doubt about the Partnership’s ability to ~~affiliates~~ continue as a going concern. As discussed in Note 2, partnership management fees of approximately $4,545,000 will be payable out of sales or refinancing proceeds only to the ~~Local~~extent ~~General~~of ~~Partner~~available funds after payments on all other Partnership liabilities have been made and after the Limited Partners have received a 10% return on their capital contributions. ~~The~~As ~~Local~~such, the General Partner ~~has~~ ~~not~~cannot ~~sent~~demand apayment ~~notice~~ of ~~default~~these ~~with~~deferred ~~respect~~fees tobeyond the ~~notes~~Partnership’s asability ofto ~~September~~pay 30them. In addition, ~~2009~~ ~~and~~where ~~will~~the bePartnership ~~unable~~has unpaid partnership management fees related to ~~call~~sold ~~the~~properties, ~~notes~~such ~~until~~management ~~the~~fees ~~first~~have been written off and ~~second~~recorded ~~mortgage notes~~as capital contributions. During the year ended March 31, ~~which~~2010, ~~are~~the ~~current~~Partnership wrote off approximately $1,508,000 ~~are~~of ~~paid~~such inmanagement ~~full~~fees.

~~Opa-Locka has~~All ~~also~~of ~~continued~~the tomortgage ~~incur~~payable ~~significant~~balance ~~operating~~of ~~losses resulting~~$22,886,557 inand ~~part~~the accrued interest payable balance of $12, ~~from~~356,804 is of a nonrecourse nature and secured by the ~~effects~~respective properties. The Partnership is currently in the process of developing a ~~major~~plan ~~hurricane~~to ~~(detailed~~dispose ~~below),~~of ~~which~~all ~~created~~of ~~additional losses~~its investments. ~~These~~Historically, ~~conditions~~the ~~continue~~mortgage tonotes ~~raise~~and ~~substantial~~accrued ~~doubt~~interest ~~about Opa-Locka~~thereon have been assumed by the buyer in instances of sales of the Partnership’s ~~ability~~interest toor ~~continue~~have asbeen apaid ~~going~~off ~~concern~~from sales proceeds in instances of sales of the property. ~~The~~In ~~ability~~most ~~for Opa-Locka~~instances towhen ~~continue~~the asPartnership’s interest was sold and liabilities were assumed, the Partnership recognized a ~~going~~gain ~~concern~~from isthe ~~based~~sale. The onPartnership owns the ~~Local~~limited ~~General~~partner ~~Partner’s continuing~~interest ~~ability~~in all its investments, and as such has no financial responsibility to fund operating losses ~~and~~incurred ~~insurance~~by ~~proceeds~~the toLocal ~~cover~~Partnerships. The maximum loss the ~~damages~~ toPartnership would incur is its net investment in the ~~Property~~respective Local Partnerships. Dispositions of any investment in a Local Partnership should not impact the future results of liquidity and financial condition of the Partnership.

The Partnership’s ~~investment~~has inworking ~~Opa-Locka~~capital atreserves ~~December~~of 31approximately $1,395,000 ~~2009~~at ~~and~~June ~~March 31~~30, ~~2009 was~~2010. Such ~~reduced~~amount tois ~~zero~~considered assufficient ato ~~result~~cover ofthe ~~prior years~~Partnership’s ~~losses,~~day ~~and~~to ~~the~~day ~~noncontrolling interest~~operating ~~balance~~expenses, ~~was~~excluding ~~approximately~~fees ~~$4,000~~to ~~and~~the $5General Partner,~~000~~ for at ~~each date~~least the next year. ~~Opa-Locka~~The Partnership’s ~~net~~operating ~~loss~~expenses, ~~after~~excluding ~~noncontrolling~~the ~~interest~~Local Partnerships’ expenses and related party expenses amounted to approximately $6823,000 ~~and $144,000~~ for ~~December~~the ~~31,~~three ~~2009~~months ~~and~~ended ~~2008~~June 30, ~~respectively~~ 2010.

~~In October~~Management ~~2005,~~believes ~~Opa-Locka~~the ~~suffered~~above ~~property~~mitigating ~~damage~~factors ~~and~~enable ~~business~~the ~~interruption~~Partnership ~~due~~ to acontinue ~~severe~~as ~~hurricane. Opa-Locka contracted to complete repairs and renovations of the buildings damaged for~~ a ~~cost~~going ~~of $7,489,000~~concern. ~~Opa-Locka~~ ~~expects~~The toaccompanying befinancial ~~reimbursed~~statements bydo ~~insurance~~not ~~proceeds in~~include ~~the~~any ~~amount~~adjustments ofthat ~~approximately~~might ~~$4,420,000. As~~result offrom ~~December 31, 2009, $4,000,000 of insurance proceeds has been received by~~ the ~~mortgage~~outcome ~~company which is acting as administrator and trustee~~ of ~~the~~this ~~funds~~uncertainty. ~~A balance of $6,393,608 remains payable to the construction company as of December 31, 2009 related to the rehabilitation.~~

~~The~~b) ~~above circumstances~~Subsidiary ~~have~~Partnerships ~~called~~– ~~into~~Going question the recoverability of the carrying amounts of the building. 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 for a sales price, which had exceeded the current carrying value of the building. This agreement expired in April 2009. The property is currently being actively marketed for sale and management is seeking a potential buyer (see Note 5).Concern

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 ~~December~~March 31, ~~2009~~2010, current liabilities exceed current assets by approximately $~~482~~599,000. 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~~the Partnership’s 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~~Partnership’s limited partnership interest.

The Partnership’s investment in Morrant Bay at ~~December~~June 3130, ~~2009~~2010 and March 31, ~~2009~~ 2010 was reduced to zero as a result of prior years’ losses and the noncontrolling interest balance was approximately $(~~230~~232,000) and $(~~228~~231,000), ~~at each date~~respectively. Morrant Bay’s net loss after noncontrolling interest amounted to approximately $~~169~~130,000 and $~~192~~152,000 as of ~~December~~June 3130, ~~2009~~2010 and ~~2008~~2009, respectively. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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 ~~December~~March 31, ~~2009~~2010, current liabilities exceed current assets by approximately $~~286~~232,000. 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~~ the Partnership’s 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~~Partnership’s limited partnership interest.

The Partnership’s investment in Boston Bay at ~~December~~June 3130, ~~2009~~2010 and March 31, ~~2009~~ 2010 was reduced to zero as a result of prior years’ losses and the noncontrolling interest balance was approximately $(8889,000) ~~and~~at ~~$(87,000), respectively~~both periods. Boston Bay’s net loss after noncontrolling interest amounted to approximately $~~119~~30,000 and $~~291~~97,000 as of ~~December~~June 3130, ~~2009~~2010 and ~~2008~~ 2009, respectively. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~b) Uninsured Cash~~- ~~and~~12 ~~Cash Equivalents~~-

The Partnership maintains its cash and cash equivalents in various banks. Accounts at each bank are guaranteed by the Federal Deposit Insurance Corporation up to $250,000.

- 13 -

INDEPENDENCE TAX CREDIT PLUS L.P.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

~~December 31~~June 30, ~~2009~~2010

(Unaudited)

~~c) Cash Distributions~~Other

The Partnership’s investment as a limited partner in the Local Partnerships is subject to the risks incident to the potential losses arising from management and ownership of improved real estate. The Partnership’s investments also could be adversely affected by poor economic conditions, generally, which could increase vacancy levels and rental payment defaults and by increased operating expenses, any or all of which could threaten the financial viability of one or more of the Local Partnerships.

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

The Local Partnerships are impacted by inflation in several ways. Inflation allows for increases in rental rates generally to reflect the impact of higher operating and replacement costs. 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.

c)	Uninsured Cash and Cash Equivalents

The Partnership maintains its cash and cash equivalents in various banks. Accounts at each bank are guaranteed by the Federal Deposit Insurance Corporation up to $250,000.

d)	Cash Distributions

Cash distributions from the Local Partnerships to the Partnership are restricted by 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.

de) ~~Property Management~~ ~~Fees~~Tax Credits

~~Property management~~The ~~fees~~Partnership ~~incurred~~and byBACs ~~the~~holders ~~subsidiary~~began ~~partnerships~~to ~~amounted~~recognize Tax Credits with respect to ~~$178~~an Apartment Complex when the Credit Period for such Apartment Complex commenced. As of December 31,~~045~~ ~~and $321~~2007,~~670~~ ~~and~~all ~~$555,231~~Credit ~~and~~Periods ~~$917~~expired. However,~~174~~ ~~for~~each Local Partnership must continue to comply with the ~~three~~Tax ~~and~~Credit ~~nine~~requirements ~~months~~until ~~ended~~the end of the fifteen-year compliance period (“Compliance Period”) in order to avoid recapture of the Tax Credits. The Compliance Periods will continue through December 31, ~~2009~~2013 ~~and~~with ~~2008,~~respect ~~respectively~~to the Properties depending upon when the Tax Credit Periods commenced.

ef) ~~Other~~ Property Management Fees

~~The Partnership~~Property ~~is subject to the risks incident to potential losses arising from the~~ management ~~and~~fees ~~ownership~~incurred ~~of improved real estate. The Partnership can also be affected~~ by ~~poor economic conditions generally; however, no more than 27% of~~ the ~~properties~~subsidiary ~~are~~partnerships ~~located~~amounted into ~~any~~$119,929 ~~single~~and ~~state.~~$194,187 ~~There are also substantial risks associated with owning properties receiving government assistance;~~ for ~~example,~~ the ~~possibility~~three ~~that~~months ~~Congress~~ended ~~may~~June ~~not~~30, ~~appropriate~~2010 ~~funds to~~and ~~enable~~2009, ~~HUD~~respectively. Of tothese ~~make~~fees, ~~rental~~$119,929 ~~assistance~~and ~~payments.~~$109,117 ~~HUD~~were ~~also~~incurred ~~restricts annual cash distributions~~ to ~~partners~~affiliates ~~based on operating results and a percentage~~ of the ~~owner’s~~ ~~equity~~general ~~contribution. The~~partners ~~Partnership~~of ~~cannot sell or substantially liquidate its investments in subsidiary partnerships during~~ the ~~period~~ ~~that~~Local ~~the~~Partnerships ~~subsidy~~which ~~agreements~~includes ~~are~~$15,092 inand ~~existence without HUD’s approval. Furthermore~~$16,520 ~~there~~of ~~may~~fees ~~not~~relating beto ~~market~~discontinued ~~demand for apartments at full market rents when the rental assistance contracts expire~~operations.

Asg) ~~of December~~Subsequent 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.Events

~~f) Subsequent Events~~There were no events or transactions occurring during the subsequent event reporting period which require recognition or disclosure in the financial statements.

~~We evaluated~~- ~~all~~13 subsequent events from the date of the balance sheet through February 9, 2010, which represent the issuance date of these financial statements. There were no events or transactions occurring during this subsequent event reporting period, which require recognition or disclosure in the financial statements.-

- 14 -

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. The Partnership is currently in the process of developing a plan to dispose of all of its investments. It is anticipated that the process will continue to take a number of years. During the ~~nine~~three months ended ~~December~~June 3130, ~~2009~~2010, one Local Partnership sold its property and the related assets and liabilities. AsThrough ofJune ~~December~~30, 312010, ~~2009~~five Local Partnerships have sold their property and the related assets and liabilities, the Partnership has sold its limited partnership interest in ~~twelve~~thirteen Local Partnerships, and one Local Partnership transferred the deed to the property and ~~the~~ related assets and liabilities of ~~four~~such Local ~~Partnerships~~Partnership. In ~~and~~addition, as of June 30, 2010, one Local Partnership has ~~transferred the~~entered ~~deed~~into an agreement to ~~the~~sell its property and the related assets and liabilities ofand the Partnership has entered into an agreement to sell its limited partnership interest in one Local Partnership (see Note 5 in Item 1). InThere ~~addition,~~can be no assurance as to when the Partnership will dispose of ~~December~~its ~~31,~~remaining ~~2009~~investments or the amount of proceeds which may be received. However, ~~two~~based on the historical operating results of the Local Partnerships ~~are~~and ~~actively~~the ~~being~~current ~~marketed~~economic ~~for~~conditions, ~~sale~~including ~~(see~~changes ~~Note~~in 5tax laws, ~~Item 1)~~it is unlikely that the proceeds from such sales received by the Partnership will be sufficient to return to the BACs holders their original investment. All gains and losses on sales are included in discontinued operations.

Short-Term

The Partnership’s primary sources of funds ~~include~~included: (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 ~~the~~Partnership ~~nine~~does ~~months~~not ~~ended~~anticipate ~~December~~providing ~~31,~~cash ~~2009 and 2008,~~ distributions ~~from~~to ~~operations~~BACs ofholders ~~the~~in ~~Local~~circumstances ~~Partnerships~~other ~~amounted~~than ~~to approximately~~refinancing $0or ~~and $65,000, respectively~~sales. InCash ~~addition,~~distributions ~~during~~received from the ~~nine~~ ~~months~~Local ~~ended~~Partnerships, ~~December~~as ~~31,~~well ~~2009~~as ~~and~~the ~~2008,~~working ~~distributions~~capital ~~from~~reserves ~~the~~referred ~~sales~~to ~~of properties~~above ~~and~~have ~~their~~been ~~related~~minimal ~~assets~~but ~~and~~will ~~liabilities~~be ~~amounted~~used totowards ~~approximately $170,000~~the ~~and~~future ~~$33,000,~~operating ~~respectively~~expenses of the Partnership. ~~Additionally,~~During ~~during~~ the ~~nine~~ three months ended ~~December~~June 3130, ~~2009~~2010 and ~~2008~~2009, the Partnership ~~received~~did ~~approximately $0~~not ~~and~~receive ~~$2,578,000~~any of proceeds or distributions from the sale of ~~limited~~properties. The ~~partnership interests~~Partnership does not anticipate being able to make distributions sufficient to return to BACs holders their original capital contributions.

~~Cash~~During the three months ended June 30, 2010, cash and cash equivalents of the Partnership and its consolidated subsidiary ~~partnerships increased~~partnership decreased approximately ($~~197~~173,000). This ~~during~~decrease ~~the~~is ~~nine months ended December 31, 2009,~~ due to net cash ~~provided~~used byin operating activities of ($80235,000) and ~~proceeds from~~repayments ~~sale~~ of ~~properties~~mortgage ofnotes ~~approximately~~ ($12179,000~~,000~~), which exceeded a decrease in cash held in escrow ~~relating to investing activities of approximately~~ ($~~224~~241,000), acquisition of property and equipment of approximately ($114,000), costs paid relating to sale of properties of approximately ($223,000), a decrease in due to local general partners and affiliates relating to financing activities of approximately ($31,000) and repayments of mortgage notes of ($11,289,000). Included in the adjustments to reconcile the net loss to net cash provided by operating activities are depreciation and amortization ($1348,~~067,~~000) ~~and gain on sale of properties ($1,049,000)~~.

Total expenses from operations for the three ~~and nine~~ months ended ~~December~~June 3130, ~~2009~~ 2010 and ~~2008~~2009, excluding depreciation and amortization, interest, and general and administrative–-related parties, totaled $1,~~214~~361,~~109~~198 and $1,~~227~~414,~~187 and $4~~265,~~086,636 and~~ ~~$4,240,547,~~ respectively.

Accounts payable from operations as of ~~December~~June 3130, ~~2009~~2010 and March 31, ~~2009~~2010 ~~totaled~~ were $1523,~~112,875~~000 and $1,~~181~~139,~~205~~138, 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~~Accounts ~~believes~~payable itfrom ~~(and~~discontinued ~~the~~operations ~~applicable~~totaled ~~Local~~$247,241 ~~Partnerships~~and ~~except~~$184,224 as ~~noted in~~of ~~Item~~June 130, ~~Note~~2010 7)and ~~has~~March ~~sufficient~~31, ~~liquidity~~2010, ~~and~~respectively. Accrued ~~ability~~interest topayable ~~generate~~from ~~cash~~operations ~~and~~as ~~to meet~~of ~~existing~~June 30, 2010 and ~~known~~March or31, ~~reasonably~~2010 ~~likely~~was ~~future~~$10,093,782 ~~cash~~and ~~requirements~~$11,600,608, ~~over~~respectively. Accrued ~~both~~ interest payable represents the ~~short~~accrued interest on all mortgage loans, which include primary and ~~long~~secondary ~~term~~loans. In ~~addition,~~Certain ~~accounts~~secondary loans have provisions such that interest is accrued but not payable until a future date. Accrued interest payable from discontinued operations totaled $2,263,022 and $496,971 as of ~~December~~June 3130, ~~2009~~2010 and March 31, ~~2009~~2010, ~~totaled $1~~respectively. The Partnership anticipates the payment of accrued interest on the secondary loans (which make up the majority of the accrued interest payable amount owed and which have been accumulating since the Partnership’s investment in the respective Local Partnership) will be made from future refinancings or sales proceeds of the respective Local Partnerships. In addition,~~294,249~~ each Local Partnership’s mortgage notes are collateralized by the land and $2buildings of the respective Local Partnership,~~685,081,~~ ~~respectively~~and are without further recourse to the Partnership.

~~Accrued interest~~Because ~~payable~~the ~~from~~provisions ~~operations as~~ of ~~December~~the ~~31,~~secondary ~~2009~~loans ~~and~~defer ~~March~~the ~~31,~~payment ~~2009 totaled~~of ~~$11,289,906~~accrued ~~and $10,496,943, respectively. Accrued~~ interest ~~payable represents~~of the ~~accrued~~respective ~~interest~~Local ~~on all mortgage loans~~Partnerships, ~~which~~the ~~include~~Partnership ~~primary~~believes it (and ~~secondary~~ ~~loans.~~the ~~Certain~~applicable ~~secondary~~Local ~~loans~~Partnerships) ~~have~~has ~~provisions~~sufficient ~~such~~liquidity ~~that~~and ~~interest~~ability ~~is accrued~~to ~~but~~generate ~~not~~cash ~~payable~~and ~~until~~to ameet ~~future~~existing ~~date. The~~and ~~Partnership anticipates~~known ~~the~~or ~~payment~~reasonably oflikely ~~accrued~~future ~~interest~~cash onrequirements ~~the~~over ~~secondary~~both ~~loans (which make up~~ the ~~majority~~short ~~of the accrued interest payable amount~~ and ~~which~~long ~~have~~term. In ~~been accumulating~~addition, ~~since~~assuming the ~~Partnership’s~~General ~~investment~~Partner incontinues ~~the~~to ~~respective~~defer ~~Local Partnership)~~the ~~will~~payment beof ~~made~~fees ~~from~~as ~~future~~discussed ~~refinancing~~below orand ~~sales~~in ~~proceeds~~Note of2 to the ~~respective~~ ~~Local~~Financial ~~Partnerships. In addition~~Statements, ~~each~~the ~~Local~~ Partnership’s ~~mortgage notes~~believes ~~are~~it ~~collateralized~~has bysufficient ~~the~~liquidity ~~land~~ and ~~buildings~~ability ofto ~~the~~generate ~~respective~~cash ~~Local Partnership,~~ and ~~are without further recourse~~ to ~~the~~meet ~~Partnership. In addition,~~existing ~~accrued~~and ~~interest~~known ~~payable~~or ~~from~~reasonably ~~discontinued~~likely ~~operations,~~future ascash ofrequirements ~~December 31,~~over ~~2009~~both ~~and~~the ~~March~~short ~~31, 2009, totaled $648,809~~ and ~~$680,348, respectively~~long term.

The Partnership’s unconsolidated working capital reserve at ~~December~~June 3130, ~~2009~~2010 was approximately $51,~~080~~395,000 ~~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 $64,~~603~~545,000 and $64,~~219~~555,000 were accrued and unpaid as of ~~December~~June 3130, ~~2009~~2010 and March 31, ~~2009~~2010, respectively, and are included in the line item titled Due to general partners and affiliates on the Consolidated Balance Sheets. ~~Without~~During the year ended March 31, 2010, the General Partner’s ~~advances~~ deemed the unpaid partnership management fees related to sold properties uncollectible and ~~continued~~the ~~accrual~~Partnership ~~without~~wrote ~~payment~~off approximately $1,508,000, resulting in a non-cash General Partner contribution of ~~certain~~the same amount. Unpaid partnership management fees for any year are to be deferred without interest and ~~expense reimbursements,~~will be payable out of sales or refinancing proceeds only to the extent of available funds after payments on all Partnership ~~would~~liabilities ~~not~~have bebeen inmade aother ~~position~~than to ~~meet~~those owed to the General Partner and its ~~obligations~~ affiliates, and after the Limited Partners have received a 10% return on their capital contributions.

~~For~~All ~~a discussion~~other ofamounts ~~contingencies~~included ~~affecting~~in ~~certain~~Due ~~Local~~to ~~Partnerships~~General Partner and affiliates are expected to be paid, ~~see~~if ~~Item~~at 1all, ~~Note~~ 7from working capital reserves. ~~Since~~The ~~the~~General ~~maximum~~Partner ~~loss~~does ~~the~~not ~~Partnership~~anticipate ~~would~~advancing begoing ~~liable~~forward ~~for~~any ~~is its~~operating ~~net~~funds ~~investment~~to inany of the Local Partnerships, in which the ~~resolution~~Partnership ofhas ~~any~~invested. Even ~~existing contingencies~~if isa ~~not~~situation ~~anticipated~~arose where the General Partner and its affiliates needed to ~~impact~~but ~~future~~were ~~results~~not ofable ~~operations, liquidity~~to ormake ~~financial~~operating ~~condition~~advances in athe ~~material~~future ~~way.~~due ~~However~~to lack of funds, the ~~Partnership’s loss~~only ofimpact ~~its~~on ~~investment~~the inPartnership awould ~~Local~~be ~~Partnership~~that ~~may~~it ~~also~~would ~~result~~lose inits ~~recapture~~investment ~~of Tax~~in ~~Credits~~that ifparticular ~~the~~Local ~~investment~~Partnership. The isPartnership’s ~~lost~~ability ~~before~~to ~~the~~continue ~~expiration~~its ofoperations ~~the~~would ~~fifteen-year compliance~~not ~~period~~be affected.

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Based on the foregoing, the Partnership’s going concern consideration is mitigated by factors as discussed in Note 7a in Item 1.

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 respective subsidiary partnerships, the resolution of the existing contingencies is not anticipated to impact future results of operations, liquidity or financial condition in a material way. However, the Partnership’s loss of its investment in a Local Partnership may also result in recapture of Tax Credits if the investment is lost before expiration of the fifteen-year compliance period (“Compliance Period”).

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 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 had fully invested the proceeds of its ~~offering~~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~~Compliance Periods commenced.

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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, ~~2009~~2010, 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, ~~2009~~2010.

Fair Value Measurements

Cash and Cash Equivalents, Investments Available-for-Sale and Cash Held in Escrow

The carrying amount approximates fair value.

Mortgage Notes Payable

At December 31, 2009

At March 31, 2009

At June 30, 2010

At March 31, 2010

Carrying Amount

Fair Value

Carrying Amount

Fair Value

LIABILITIES:

Mortgage notes

2822,~~690~~886,~~700~~557

2219,~~798~~382,~~394~~604

3923,~~954~~065,~~355~~605

3719,~~186~~275,~~773~~709

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, ~~2009~~2010.

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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 ASC 360, Property, Plant and Equipment (“ASC 360”). 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 16 for sale and are not depreciated. Property and equipment that are held for sale are included in discontinued operations. There are two assets classified as property and equipment-held for sale as of June 30, 2010 (see Note 5 in Item 1).

AtDuring the ~~time~~ ~~management~~three ~~commits~~months toended aJune ~~plan~~30, ~~to dispose of assets~~2010, ~~said assets are adjusted to~~ the ~~lower~~Partnership ofhas ~~carrying~~not ~~amount~~recorded orany ~~fair~~loss ~~value~~on ~~less~~impairment ~~costs~~of ~~to sell. These~~ assets ~~are classified as property and equipment-held for sale and are not depreciated~~. ~~Property~~Through ~~and~~June ~~equipment~~30, ~~that~~2010, ~~are~~the ~~held~~Partnership ~~for~~has ~~sale~~recorded ~~are included~~approximately in$24,418,000 ~~discontinued operations. There are two assets classified~~ as ~~property~~an ~~and~~aggregate ~~equipment-held~~loss ~~for~~on ~~sale~~impairment as of ~~December 31, 2009 (see Note 5 in Item 1)~~assets.

During the nine months ended December 31, 2009, the Partnership has not recorded any loss on impairment of assets. Through December 31, 2009, the Partnership has recorded approximately $17,731,000 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.

Income Taxes

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

Results of Operations

The Partnership’s results of operations for the three ~~and nine~~ months ended ~~December 31~~June 30, ~~2009~~2010 and ~~2008~~2009 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 below.

Rental income increased approximately 17% ~~and 3%~~ for the three ~~and nine~~ months ended ~~December~~ 31June 30, ~~2009~~2010 as compared to the corresponding ~~periods~~period in ~~2008~~2009, primarily due to ~~annual rent increases and~~ decreases in vacancies atand ~~several~~annual ~~Local Partnerships~~rent ~~partially~~increases ~~offset by a decrease in occupancy~~ at ~~one~~several Local ~~Partnership~~ Partnerships.

~~Other income~~Total ~~decreased~~expenses, ~~approximately~~excluding ~~$33,000~~general and ~~$40,000~~administrative-related ~~for~~parties ~~the three~~ and ~~nine~~operating, ~~months ended~~remained ~~December~~fairly ~~31,~~consistent ~~2009~~with asan ~~compared~~increase toof ~~the~~less ~~corresponding~~than ~~periods~~1% infor ~~2008, primarily~~the ~~due~~three tomonths aended ~~decrease~~June in30, ~~the~~2010 ~~amount~~as ofcompared ~~cash~~to ~~being~~the ~~invested~~corresponding atperiod ~~the Partnership~~in ~~level~~2009.

~~Total expenses,~~General ~~excluding general~~ and administrative- – related parties expenses decreased approximately $58,000 ~~and~~for ~~depreciation and~~the ~~amortization~~three months ended June 30, ~~remained~~2010 ~~fairly~~as ~~consistent~~compared ~~with~~to the corresponding period in 2009, primarily due to a decrease ofin ~~approximately~~partnership ~~1% and~~management 3%fees ~~for~~at the ~~three~~Partnership ~~and~~level ~~nine~~due ~~months~~to ~~ended~~sale ~~December~~of 31properties, ~~2009~~partially asoffset ~~compared~~by toan ~~the corresponding~~increase ~~periods~~ in ~~2008~~property management fees incurred at several Local Partnerships.

~~General and~~Operating ~~administrative – related party~~ expenses decreased approximately $~~138~~48,000 ~~and $341,000~~ for the three ~~and nine~~ months ended ~~December~~June 3130, ~~2009~~2010 as compared to the corresponding ~~periods~~period in ~~2008~~2009, primarily due to a decrease in ~~partnership management~~gas ~~fees~~ and ~~other~~electricity ~~expense~~costs ~~reimbursement allocations~~ at ~~the~~several ~~Partnership level~~Local ~~due to sale of properties~~Partnerships.

Depreciation and amortization expenses decreased approximately $57,000 and $165,000 for the three and nine months ended December 31, 2009 as compared to the corresponding periods 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 1% 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, ~~2009~~2010, the fair value of the mortgage notes payable. There are no material changes to such disclosure or amounts as of ~~December~~June 3130, ~~2009~~2010.

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

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Item 4T. Controls and Procedures.

(a) Evaluation of Disclosure Controls and Procedures. The Chief Executive Officer and Chief Financial Officer of Independence Associates GP LLC, the general partner of the 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) and 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~~2010. 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.

-Based ~~17 -~~on management’s evaluation under the COSO Framework, it has concluded that the Partnership’s internal control over financial reporting, was, as of March 31, 2010, (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.

Based on management’s evaluation under the COSO Framework, it has concluded that the Partnership’s internal control over financial reporting, was, as of March 31, 2009, (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, ~~2009~~2010, there were no changes in the Partnership’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Partnership’s internal control over 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~~(Removed ofand ~~Matters to a Vote of Security Holders~~Reserved). ~~– 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)

- 19 18 -

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:	INDEPENDENCE ASSOCIATES GP LLC,
				a General Partner
Date:	~~February~~August 912, 2010			By:	/s/ Robert LA. ~~Levy~~Pace
					Robert L. Levy
					Robert A. Pace
					Chief Financial Officer, Principal Accounting Officer and Director
					Chief Financial Officer and Principal Accounting Officer
Date:	~~February~~August 912, 2010			By:	/s/ Andrew J. Weil
					Andrew J. Weil
					President and Chief Executive Officer

- 20 19 -

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