INDEPENDENCE TAX CREDIT PLUS PROGRAM
10-Q, 1997-02-14
REAL ESTATE
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-Q



(Mark One)


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


For the quarterly period ended December 31, 1996


                                       OR


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



                         Commission File Number 0-20476



                        INDEPENDENCE TAX CREDIT PLUS L.P.
             (Exact name of registrant as specified in its charter)



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


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


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


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


<PAGE>





                         PART I - Financial Information

Item 1.  Financial Statements

                        INDEPENDENCE TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
                           Consolidated Balance Sheets
                                   (Unaudited)



                                                =============     =============
                                                 December 31,        March 31,
                                                     1996              1996*
                                                -------------     -------------
ASSETS

Property and equipment at cost,
    net of accumulated depreciation
    of $19,765,315 and $15,437,715,
    respectively                                $ 163,259,855     $ 167,478,231
Cash and cash equivalents                           2,001,401         2,395,044
Cash held in escrow                                 9,355,839         8,730,403
Deferred costs, net of accumulated
    amortization of $1,137,646 and
    $882,061, respectively                          2,998,468         3,254,053
Other assets                                        2,380,693         1,930,488
                                                -------------     -------------
Total assets                                    $ 179,996,256     $ 183,788,219
                                                =============     =============

LIABILITIES AND PARTNERS' CAPITAL

Liabilities:
    Mortgage notes payable                      $  99,766,879     $ 100,916,832
    Construction note payable                       6,740,018         6,740,018
    Accounts payable and other
       liabilities                                  6,565,420         6,470,526
    Due to local general partners and
       affiliates                                   5,923,323         5,979,525
    Due to general partner and
       affiliates                                     694,990           595,999
                                                -------------     -------------
Total liabilities                                 119,690,630       120,702,900
                                                -------------     -------------

Minority interest                                   6,796,486         6,850,591

Partners' capital:
    Limited partners (76,786 BACs
       issued and outstanding)                     53,656,923        56,355,255
    General partner                                  (147,783)         (120,527)
                                                -------------     -------------
Total partners' capital                            53,509,140        56,234,728
                                                -------------     -------------
Total liabilities and partners' capital         $ 179,996,256     $ 183,788,219
                                                =============     =============


* Reclassified for comparative purposes

           See Accompanying Notes to Consolidated Financial Statements



                                       2
<PAGE>



                        INDEPENDENCE TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
                      Consolidated Statement of Operations
                                   (Unaudited)


<TABLE>
<CAPTION>

                       ============================    ============================
                            Three Months Ended              Nine Months Ended
                               December 31,                    December 31,
                       ----------------------------    ----------------------------
                           1996            1995*           1996            1995*
                       ----------------------------    ----------------------------
<S>                    <C>             <C>             <C>             <C>         
Revenues
 Rental income         $  4,848,493    $  4,826,070    $ 14,550,082    $ 14,265,925
 Other income               154,984          82,543         331,005         300,795
                       ------------    ------------    ------------    ------------
                          5,003,477       4,908,613      14,881,087      14,566,720
                       ------------    ------------    ------------    ------------
Expenses
 General and
  administrative            782,170         673,610       2,290,320       2,005,733
 General and
  administrative-
  related parties
  (Note 2)                  276,611         479,069         837,032       1,458,405
 Repairs and
  maintenance               879,946         633,494       2,210,685       1,884,742
 Operating and
  other                     608,182         531,212       1,892,784       1,796,487
 Taxes                      282,692         309,798         942,117         937,147
 Insurance                  200,664         170,402         594,058         606,296
 Financial,
  principally
  interest                1,393,750       1,401,014       4,280,603       4,305,681
 Depreciation and
  amortization            1,497,811       1,501,320       4,583,185       4,521,020
                       ------------    ------------    ------------    ------------
                          5,921,826       5,699,919      17,630,784      17,515,511
                       ------------    ------------    ------------    ------------
Net loss before
 minority interest         (918,349)       (791,306)     (2,749,697)     (2,948,791)

Minority interest in
 loss of subsidiary
 partnerships                 8,807           4,144          24,109          20,481
                       ------------    ------------    ------------    ------------

Net loss               $   (909,542)   $   (787,162)   $ (2,725,588)   $ (2,928,310)
                       ============    ============    ============    ============
Net loss - limited
 partners              $   (900,446)   $   (779,290)   $ (2,698,332)   $ (2,899,027)
                       ============    ============    ============    ============
Net loss per
 BAC                   $     (11.73)   $     (10.15)   $     (35.14)   $     (37.75)
                       ============    ============    ============    ============
</TABLE>


* Reclassified for comparative purposes

           See Accompanying Notes to Consolidated Financial Statements



                                       3
<PAGE>



                        INDEPENDENCE TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
             Consolidated Statement of Changes in Partners' Capital
                                   (Unaudited)


                               ================================================
                                                    Limited           General
                                    Total           Partners          Partners
                               ------------------------------------------------
Partners' capital-
 April 1, 1996                 $ 56,234,728      $ 56,355,255      $   (120,527)

Net loss                         (2,725,588)       (2,698,332)          (27,256)
                               ------------      ------------      ------------ 
Partners' capital-
 December 31,
 1996                          $ 53,509,140      $ 53,656,923      $   (147,783)
                               ============      ============      ============ 


           See Accompanying Notes to Consolidated Financial Statements



                                       4
<PAGE>



                        INDEPENDENCE TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
                      Consolidated StatementS of Cash Flows
                      Decrease in Cash and Cash Equivalents
                                   (Unaudited)


                                                    ============================
                                                          Nine Months Ended
                                                             December 31,
                                                    ----------------------------
                                                        1996             1995
                                                    ----------------------------
Cash flows from operating activities:
Net loss                                           $(2,725,588)     $(2,928,310)
                                                    -----------      -----------
Adjustments to reconcile net loss to
    net cash provided by
    operating activities:
    Depreciation and amortization                    4,583,185        4,521,020
    Minority interest in loss of
       subsidiaries                                    (24,109)         (20,481)
    Increase in due to general
       partner and affiliates                           98,991          341,200
    Decrease in due from local general
       partner and affiliates                                0           60,033
    Decrease in due from general
       partner and affiliates                                0          283,371
    Increase in accounts payable and
       other liabilities                                94,894           50,967
    Increase in other assets                          (450,205)        (390,562)
    Increase in cash held in escrow                   (947,829)        (484,154)
                                                    -----------      -----------
    Total adjustments                                3,354,927        4,361,394
                                                    -----------      -----------
       Net cash provided by operating
         activities                                    629,339        1,433,084
                                                    -----------      -----------

Cash flows from investing activities:
    Acquisition of property and
       equipment                                      (109,224)        (228,162)
    Decrease in cash held in escrow                    322,393          346,250
    Increase in due to local general
       partners and affiliates                          96,083              321
    Decrease in due to local general
       partners and affiliates                        (152,285)      (2,252,130)
                                                    -----------      -----------
       Net cash provided by (used in)
         investing activities                          156,967       (2,133,721)
                                                    -----------      -----------

Cash flows from financing activities:
    Proceeds from mortgage notes
       payable                                               0           85,744
    Repayment of mortgage notes                     (1,149,953)      (1,320,492)
    Decrease in capitalization of
       consolidated subsidiaries
       attributable to minority interest               (29,996)         (48,507)
                                                    -----------      -----------
       Net cash used in financing
         activities                                 (1,179,949)      (1,283,255)
                                                    -----------      -----------


           See Accompanying Notes to Consolidated Financial Statements



                                       5
<PAGE>



                        INDEPENDENCE TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
                      Consolidated StatementS of Cash Flows
                      Decrease in Cash and Cash Equivalents
                                   (Unaudited)


                                                 ==============================
                                                          Nine Months Ended
                                                             December 31,
                                                 ------------------------------
                                                        1996             1995
                                                 ------------------------------
Net decrease in cash and cash
    equivalents                                     (393,643)        (1,983,892)

Cash and cash equivalents at
    beginning of period                            2,395,044          4,827,649
                                                 -----------        -----------
Cash and cash equivalents at
    end of period                                $ 2,001,401        $ 2,843,757
                                                 ===========        ===========

           See Accompanying Notes to Consolidated Financial Statements




                                       6
<PAGE>



                        INDEPENDENCE TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                                December 31, 1996
                                   (Unaudited)


Note 1 - General

Independence Tax Credit Plus L.P. (the "Partnership") was formed pursuant to the
laws of the State of Delaware on November 7, 1990 but had no activity  until May
31, 1991,  (which date is considered  to be inception  for financial  accounting
purposes),  and commenced its public offering on July 1, 1991. The Partnership's
business is to invest in other limited partnerships ("subsidiary  partnerships",
"subsidiaries" or "Local  Partnerships")  owning affordable  apartment complexes
that are eligible for the low-income housing tax credit.  Some of such apartment
complexes  may also be eligible  for the  rehabilitation  investment  credit for
certified  historic  structures.  As of December  31, 1996 the  Partnership  has
acquired an interest in 28 Local  Partnerships.  The Partnership does not intend
to acquire additional  properties.  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  and to approve  certain major operating and
financial decisions, the Partnership has a controlling financial interest in the
subsidiary local partnerships.

The Partnership's  fiscal quarter ends December 31. All subsidiaries have fiscal
quarters ending  September 30. Accounts of the  subsidiaries  have been adjusted
for intercompany transactions from October 1 through December 31.

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

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

Losses  attributable to minority interests which exceed the minority  interests'
investment  in a subsidiary  have been charged to the  Partnership.  Such losses
aggregated  approximately  $14,000  and  $10,000 and $39,000 and $35,000 for the
three and nine months



                                       7
<PAGE>



                        INDEPENDENCE TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                                December 31, 1996
                                   (Unaudited)

Note 1 - General (continued)

ended December 31, 1996 and 1995, respectively.  The Partnership's investment in
each  subsidiary is generally  equal to the  respective  subsidiary's  partners'
equity less minority interest capital, if any. In consolidation,  all subsidiary
partnership losses are included in the Partnership's  capital account except for
losses allocated to minority interest capital.

In  March  1995,  the  Financial  Accounting  Standards  Board  ("FASB")  issued
Statement of Financial  Accounting  Standards ("SFAS") No. 121,  "Accounting for
the  Impairment of Long-Lived  Assets and for  Long-Lived  Assets to Be Disposed
Of". Under SFAS No. 121, the Partnership is required to review long-lived assets
and certain  identifiable  intangibles for impairment whenever events or changes
in  circumstances  indicate  that  the  book  value  of  an  asset  may  not  be
recoverable.  An  impairment  loss  should be  recognized  whenever  the  review
demonstrates  that the  book  value of a  long-lived  asset is not  recoverable.
Effective April 1, 1996, the Partnership  adopted SFAS No. 121,  consistent with
the required adoption period.

Property and equipment are carried at the lower of depreciated cost or estimated
amounts  recoverable  through future operations and ultimate  disposition of the
property.  Cost includes the purchase price,  acquisition fees and expenses, and
any other costs  incurred in acquiring the  properties.  As required by SFAS No.
121, a provision for loss on  impairment  of assets is recorded  when  estimated
amounts  recoverable  through  future  operations and sale of the property on an
undiscounted  basis are  below  depreciated  cost.  However,  depreciated  cost,
adjusted  for such  reductions  in value,  if any,  may be greater than the fair
value.  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 estimate fair value.  Through December
31, 1996, the Partnership has not recorded any provisions for loss on impairment
of assets or reduction to estimated fair value.

Certain   information  and  note  disclosure   normally  included  in  financial
statements prepared in accordance with generally accepted accounting  principles
has been omitted or condensed.  These condensed  financial  statements should be
read in conjunction with the financial  statements and notes thereto included in
the  Partnership's  Annual  Report on Form 10-K for the period  ended  March 31,
1996.



                                       8
<PAGE>



                        INDEPENDENCE TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                                December 31, 1996
                                   (Unaudited)

Note 1 - General (continued)

The books and records of the  Partnership are maintained on the accrual basis of
accounting in accordance with generally accepted accounting  principles.  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, 1996, the results of operations for the three and nine months ended
December 31, 1996 and 1995 and cash flows for the nine months ended December 31,
1996 and 1995. However, the operating results for the nine months ended December
31, 1996 may not be indicative of the results for the year.

Note 2 - Related Party Transactions

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

The General Partner and its affiliates perform services for the Partnership. The
costs  incurred to related  parties for the three and nine months ended December
31, 1996 and 1995 were as follows:

                                 Three Months Ended         Nine Months Ended
                                    December 31,               December 31,
                            ------------------------    ------------------------
                                 1996         1995          1996          1995
                            ------------------------    ------------------------
Partnership
 management
 fees (a)                   $   25,000    $  220,055    $   75,000    $  660,165
Expense
 reimburse-
 ment (b)                       28,096        24,368        77,581        67,412
Property manage-
 ment fees (c)                 205,515       219,646       630,451       685,828
 Local adminis-
 trative fee (d)                18,000        15,000        54,000        45,000
                            ----------    ----------    ----------    ----------
                            $  276,611    $  479,069    $  837,032    $1,458,405
                            ==========    ==========    ==========    ==========


(a) The General  Partner is entitled to receive a  partnership  management  fee,
after payment of all Partnership expenses,  which together with the annual local
administrative  fees  will not  exceed a maximum  of 0.5% per annum of  invested
assets (as defined in the Partnership 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



                                       9
<PAGE>



                        INDEPENDENCE TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                                December 31, 1996
                                   (Unaudited)

Note 2 - Related Party Transactions (continued)

sole discretion based upon its review of the Partnership's  investments.  Unpaid
partnership  management fees for any year will be accrued  without  interest and
will be payable  from  working  capital  reserves or 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  $477,000 and $402,000  were accrued and unpaid as of December 31,
1996 and March 31, 1996, respectively.

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

(c)  Property   management   fees  incurred  to  affiliates  of  the  subsidiary
partnerships amounted to $205,515 and $219,646 and $630,451 and $685,828 for the
three and nine months ended December 31, 1996 and 1995,  respectively.  Included
in amounts incurred to affiliates of the subsidiary partnerships were $6,818 and
$16,168 and $38,363 and $49,754 for the three and nine months ended December 31,
1996 and 1995,  respectively,  which were also  incurred to an  affiliate of the
Related General Partner.

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

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

Note 3 - Commitments and Contingencies

Rolling  Green  Associates,  L.P. ("Rolling  Green")
- -----------------------------------------------------
In October 1993, certain Federal Grand Jury subpoenas were served upon employees
of Rolling  Green and upon  Rolling  Green's  management  agent as  custodian of
records.  The subpoenas  are part of a United States  Attorney and Federal Grand
Jury investigation



                                       10
<PAGE>



                        INDEPENDENCE TAX CREDIT PLUS L.P.
                                AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                                December 31, 1996
                                   (Unaudited)

Note 3 - Commitments and Contingencies (continued)

into the propriety and accuracy of Section 8 Housing Assistance Payments ("HAP")
rent   subsidies   claimed  by  Rolling  Green  under  its  HAP  Contract.   The
investigation  dates  back  to  mid  1993.  Upon  receiving  its  subpoena,  the
management  agent  promptly  turned over the requested  records.  The management
agent  conducted  its own  investigation  which has resulted in the discovery of
tenancies which were incorrectly  reported on earlier HAP subsidy  vouchers.  On
its December 1993 and January 1994 HAP subsidy vouchers,  Rolling Green returned
to New York  State  Housing  Finance  Agency  (the HAP  contract  administrator)
adjustments in the  approximate  net amount of $91,000 to correct the previously
incorrectly reported tenancies.  Rolling Green believes the adjustments as filed
are accurate and complete.  However,  because the matter is ongoing, no estimate
can be made of any further  adjustments  deemed appropriate by the United States
Attorney or New York State Housing  Finance  Agency.  The United States Attorney
for the  Northern  District  of New  York has  pursued  a civil  action  seeking
undetermined  penalties and damages,  however,  such action was only against the
management company and not Rolling Green.

The  Partnership's  investment in this subsidiary  partnership was approximately
$2,872,000 and $2,883,000 at December 31 and March 31, 1996,  respectively.  The
minority interest balance was $0 at December 31 and March 31, 1996. The net loss
after   minority   interest  for  this   subsidiary   partnership   amounted  to
approximately  $73,000 and $3,000 and $11,000 and $77,000 for the three and nine
months ended December 31, 1996 and 1995, respectively.



                                       11
<PAGE>



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

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

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

As of December 31, 1996, the Partnership has invested approximately  $59,710,000
(not including acquisition fees of approximately  $4,491,000) of net proceeds in
twenty-eight  Local Partnerships of which  approximately  $987,000 remains to be
paid to the  Local  Partnerships  (which is being  held in  escrow)  as  certain
benchmarks,  such as occupancy  level,  must be attained prior to the release of
the  funds.  During the nine  months  ended  December  31,  1996,  approximately
$322,000  was paid from  escrow.  The  Partnership  does not  intend to  acquire
additional  properties,  however,  the  Partnership  may  be  required  to  fund
potential purchase price adjustments based on tax credit adjustor clauses.

Cash and cash equivalents of the Partnership and its  twenty-eight  consolidated
subsidiary  partnerships decreased approximately $394,000 during the nine months
ended  December  31, 1996  primarily  due to net  repayments  of mortgage  notes
($1,150,000),  acquisitions  of  property  and  equipment  ($109,000)  and a net
decrease  in due to  local  general  partners  and  affiliates  ($56,000)  which
exceeded cash provided by operating activities ($629,000) and a decrease in cash
held in escrow for investing activities ($322,000).  Included in the adjustments
to  reconcile  the net loss to cash flow from  operations  is  depreciation  and
amortization of approximately $4,583,000.

An original  working  capital reserve of  approximately  $1,536,000 (2% of Gross
Proceeds  raised) was  established  from the  Partnership's  funds available for
investment.  The working capital reserve at December 31, 1996 and March 31, 1996
was approximately  $203,000 and $365,000,  respectively,  which includes amounts
which may be required for the potential  purchase price adjustments based on tax
credit adjustor clauses.



                                       12
<PAGE>



Cash  distributions  received  from the  Local  Partnerships  remain  relatively
immaterial.  Distributions  of  approximately  $52,000 and $58,000 were received
during the nine months ended December 31, 1996 and 1995, respectively.  However,
management  expects that the distributions  received from the Local Partnerships
will  increase,  although not to a level  sufficient  to permit  providing  cash
distributions  to BACs  holders.  These  distributions  as  well as the  working
capital  reserves  referred to in the above  paragraph  will be used to meet the
operating expenses of the Partnership.

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

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

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

Several industry sources have already  commented to HUD and Congress that in the
event the ACPA was fully enacted in its present form,  the reduction in mortgage
indebtedness  would be  considered  taxable  income to limited  partners  in the
Partnership.  Legislative relief has been proposed to exempt  "marked-to-market"
debt from cancellation of indebtedness  income  treatment.  Though HUD initially
backed away from the "marked-to-market"  proposal, it has now been re-introduced
as "Portfolio  Restructuring".  Additionally,  in the interim, HUD has agreed to
annual  extensions of any expiring project based Section 8 contracts,  but there
is no guarantee that such extension will be available in the future.

For a discussion of contingencies affecting certain Local Partnerships, see Note
3 to the financial  statements.  Since the maximum loss the Partnership would be
liable for is its net  investment  in the  respective  Local  Partnerships,  the
resolution  of the existing  contingency  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 will
eliminate the ability to generate future tax credits from such Local Partnership
and may also result in recapture of tax credits if the investment is lost before
the expiration of the credit period.



                                       13
<PAGE>



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

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

In  March  1995,  the  Financial  Accounting  Standards  Board  ("FASB")  issued
Statement of Financial  Accounting  Standards ("SFAS") No. 121,  "Accounting for
the  Impairment of Long-Lived  Assets and for  Long-Lived  Assets to Be Disposed
Of". Under SFAS No. 121, the Partnership is required to review long-lived assets
and certain  identifiable  intangibles for impairment whenever events or changes
in  circumstances  indicate  that  the  book  value  of  an  asset  may  not  be
recoverable.  An  impairment  loss  should be  recognized  whenever  the  review
demonstrates  that the  book  value of a  long-lived  asset is not  recoverable.
Effective April 1, 1996, the Partnership  adopted SFAS No. 121,  consistent with
the required adoption period.

Property and equipment are carried at the lower of depreciated cost or estimated
amounts  recoverable  through future operations and ultimate  disposition of the
property.  Cost includes the purchase price,  acquisition fees and expenses, and
any other costs  incurred in acquiring the  properties.  As required by SFAS No.
121, a provision for loss on  impairment  of assets is recorded  when  estimated
amounts  recoverable  through  future  operations and sale of the property on an
undiscounted  basis are  below  depreciated  cost.  However,  depreciated  cost,
adjusted  for such  reductions  in value,  if any,  may be greater than the fair
value.  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 estimate fair value.



                                       14
<PAGE>



Through  December 31, 1996, the  Partnership has not recorded any provisions for
loss on impairment of assets or reduction to estimated fair value.

The  Partnership's  results of  operations  for the three and nine months  ended
December  31,  1996  and  1995  consisted   primarily  of  the  results  of  the
Partnership's  investment in twenty-eight  Local  Partnerships.  The majority of
Local  Partnership  income continues to be in the form of rental income with the
corresponding expenses being divided among operations, depreciation and mortgage
interest.

Rental income  remained  fairly  consistent  with  increases of less than 1% and
approximately  2% for the  three  and nine  months  ending  December  31,  1996,
respectively,  as compared to the same periods in 1995  primarily  due to rental
rate increases.

Other income increased  approximately $72,000 and $30,000 for the three and nine
months ended December 31, 1996, respectively, as compared to the same periods in
1995 primarily due to the receipt of insurance  proceeds for fire damages by two
Local Partnerships during the third quarter of 1996.

General and administrative increased approximately $109,000 and $285,000 for the
three and nine months ended December 31, 1996, respectively,  as compared to the
same periods in 1995 primarily due to an increase in security  expenses,  at one
Local  Partnership,  an  increase  in  bad  debt  expense  at  two  other  Local
Partnerships as well as small increases at four other Local Partnerships.

General and administrative-related  parties decreased approximately $202,000 and
$621,000 for the three and nine months ended December 31, 1996, respectively, as
compared to the same periods in 1995  primarily due to a decrease in partnership
management fees payable to the General Partner.

Repairs and  maintenance  increased  approximately  $246,000 and $326,00 for the
three and nine months ended December 31, 1996, respectively,  as compared to the
same  periods  in  1995.  This  was  primarily  due to  increases  at six  Local
Partnerships.  A new security system was installed at one Local Partnership. Two
other Local  Partnerships  made repairs which were necessary due to fire damage.
Increases  at  a  fourth  Local   Partnership  were  the  result  of  repainting
apartments, heating and plumbing repairs and the installation of new lighting. A
fifth Local Partnership  replaced carpeting and made electrical repairs. A sixth
Local  Partnership  redecorated  some  apartments  and had an  increase  in snow
removal due to the harsh winter.



                                       15
<PAGE>



Operating and other increased  approximately  $77,000 for the three months ended
December  31, 1996 as compared  to the same period in 1995 due to  increases  in
utilities at three Local Partnerships.

Insurance  increased  approximately  $30,000 for the three months ended December
31,  1996  as  compared  to  the  same  period  in  1995  primarily  due  to  an
overstatement  of  prepaid   insurance  at  September  30,  1995  at  one  Local
Partnership which was corrected in the fourth quarter.



                                       16
<PAGE>



                           PART II. OTHER INFORMATION

Item 1.    Legal Proceedings - None

Item 2.    Changes in Securities - None

Item 3.    Defaults Upon Senior Securities - None

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

Item 5.    Other Information - None

Item 6.    Exhibits and Reports on Form 8-K

           (a)    Exhibits:

                  (27)     Financial Data Schedule (filed herewith).

           (b)  Reports on Form 8-K - No  reports on Form 8-K were filed  during
the quarter.



                                       17
<PAGE>



                                   SIGNATURES

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


                        INDEPENDENCE TAX CREDIT PLUS L.P.
                        ---------------------------------
                                  (Registrant)


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

                         By:   RELATED INDEPENDENCE
                               ASSOCIATES INC., a General Partner


Date:  February 13, 1997

                               By:  /s/ Alan P. Hirmes
                                    ------------------------
                                    Alan P. Hirmes,
                                    Vice President
                                    (principal financial officer)

Date:  February 13, 1997

                               By:  /s/ Richard A. Palermo
                                    ------------------------
                                    Richard A. Palermo,
                                    Treasurer
                                    (principal accounting officer)


                                       18




<TABLE> <S> <C>

<ARTICLE>                     5
<LEGEND>                      
                              The   Schedule    contains    summary    financial
                              information    extracted    from   the   financial
                              statements for  Independence  Tax Credit Plus L.P.
                              and is  qualified  in its entirety by reference to
                              such financial statements
</LEGEND>
<CIK>                         0000869615
<NAME>                        Independence Tax Credit Plus L.P.
<MULTIPLIER>                                   1
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                         MAR-31-1997
<PERIOD-END>                              DEC-31-1996
<CASH>                                     11,357,240
<SECURITIES>                                        0
<RECEIVABLES>                                       0
<ALLOWANCES>                                        0
<INVENTORY>                                         0
<CURRENT-ASSETS>                            5,379,161
<PP&E>                                    183,025,170
<DEPRECIATION>                             19,765,315
<TOTAL-ASSETS>                            179,996,256
<CURRENT-LIABILITIES>                      13,183,733
<BONDS>                                   106,506,897
                               0
                                         0
<COMMON>                                            0
<OTHER-SE>                                 60,305,626
<TOTAL-LIABILITY-AND-EQUITY>              179,996,256
<SALES>                                             0
<TOTAL-REVENUES>                           14,881,087
<CGS>                                               0
<TOTAL-COSTS>                                       0
<OTHER-EXPENSES>                           13,350,181
<LOSS-PROVISION>                                    0
<INTEREST-EXPENSE>                          4,280,603
<INCOME-PRETAX>                            (2,749,697)
<INCOME-TAX>                                        0
<INCOME-CONTINUING>                                 0
<DISCONTINUED>                                      0
<EXTRAORDINARY>                                     0
<CHANGES>                                           0
<NET-INCOME>                               (2,749,697)
<EPS-PRIMARY>                                  (35.14)
<EPS-DILUTED>                                       0
        


</TABLE>


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