UNITED STATES
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, 1998
OR
___ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number 33-37704-03
INDEPENDENCE TAX CREDIT PLUS L.P. II
(Exact name of registrant as specified in its charter)
Delaware 13-3646846
- - ------------------------------- -------------------
(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. II
AND SUBSIDIARIES
Consolidated Balance Sheets
(Unaudited)
<TABLE>
<CAPTION>
============ ============
December 31, March 31,
1998 1998
------------ ------------
<S> <C> <C>
ASSETS
Property and equipment at cost,
net of accumulated depreciation
of $11,925,184, and $9,334,717,
respectively $ 95,189,424 $ 97,677,550
Cash and cash equivalents 2,467,356 2,651,208
Cash held in escrow 2,588,115 2,560,903
Deferred costs, net of accumulated
amortization of $364,975
and $290,022, respectively 445,597 520,550
Other assets 578,298 560,836
------------ ------------
Total assets $101,268,790 $103,971,047
============ ============
</TABLE>
3
<PAGE>
INDEPENDENCE TAX CREDIT PLUS L.P. II
AND SUBSIDIARIES
Consolidated Balance Sheets
(continued)
(Unaudited)
<TABLE>
<CAPTION>
============ ============
December 31, March 31,
1998 1998
------------ ------------
<S> <C> <C>
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Mortgage notes payable $ 58,990,790 $ 59,280,374
Accounts payable and other
liabilities 1,499,887 1,566,693
Accrued interest 5,682,928 4,925,673
Due to local general partners and
affiliates 2,808,110 2,764,688
Due to general partner and
affiliates 644,198 274,463
------------ ------------
Total liabilities 69,625,913 68,811,891
------------ ------------
Minority interest 267,468 295,728
------------ ------------
Commitments and contingencies (Note 3)
Partners' capital:
Limited partners (58,928 BACs
issued and outstanding) 31,585,604 35,038,743
General partner (210,195) (175,315)
------------ ------------
Total partners' capital 31,375,409 34,863,428
------------ ------------
Total liabilities and partners' capital $101,268,790 $103,971,047
============ ============
</TABLE>
See Accompanying Notes to Consolidated Financial Statements.
4
<PAGE>
INDEPENDENCE TAX CREDIT PLUS L.P. II
AND SUBSIDIARIES
Consolidated Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
========================== ==========================
Three Months Ended Nine Months Ended
December 31, December 31,
-------------------------- --------------------------
1998 1997 1998 1997
-------------------------- --------------------------
<S> <C> <C> <C> <C>
Revenues
Rental income $ 1,916,298 $ 1,900,510 $ 5,659,621 $ 5,639,860
Other income 88,178 81,036 188,836 206,049
----------- ----------- ----------- -----------
Total revenues 2,004,476 1,981,546 5,848,457 5,845,909
----------- ----------- ----------- -----------
Expenses
General and
administrative 548,576 572,248 1,517,601 1,536,177
General and
administrative-
related parties
(Note 2) 232,818 102,891 704,335 337,896
Repairs and
maintenance 443,736 461,076 1,209,607 1,121,366
Operating 169,088 231,963 572,775 741,150
Taxes 124,232 124,831 500,575 489,249
Insurance 122,559 127,143 383,904 393,725
Financial 792,045 805,147 1,790,321 1,804,996
Depreciation and
amortization 889,156 954,367 2,665,420 2,763,699
----------- ----------- ----------- -----------
Total expenses 3,322,210 3,379,666 9,344,538 9,188,258
----------- ----------- ----------- -----------
Loss before
minority interest (1,317,734) (1,398,120) (3,496,081) (3,342,349)
Minority interest in
loss of subsidiary
partnerships 2,315 5,114 8,062 9,933
----------- ----------- ----------- -----------
Net loss $(1,315,419) $(1,393,006) $(3,488,019) $(3,332,416)
=========== =========== =========== ===========
Net loss-limited
partners $(1,302,265) $(1,379,076) $(3,453,139) $(3,299,092)
=========== =========== =========== ===========
Number of BACs
outstanding 58,928 58,928 58,928 58,928
=========== =========== =========== ===========
Net loss per BAC $ (22.10) $ (23.40) $ (58.60) $ (55.98)
=========== =========== =========== ===========
</TABLE>
See Accompanying Notes to Consolidated Financial Statements.
5
<PAGE>
INDEPENDENCE TAX CREDIT PLUS L.P. II
AND SUBSIDIARIES
Consolidated Statement of Changes in Partners' Capital
(Unaudited)
<TABLE>
<CAPTION>
================================================
Limited General
Total Partners Partner
------------------------------------------------
<S> <C> <C> <C>
Partners' capital -
April 1, 1998 $ 34,863,428 $ 35,038,743 $ (175,315)
Net loss (3,488,019) (3,453,139) (34,880)
------------ ------------ ------------
Partners' capital -
December 31, 1998 $ 31,375,409 $ 31,585,604 $ (210,195)
============ ============ ============
</TABLE>
See Accompanying Notes to Consolidated Financial Statements.
6
<PAGE>
INDEPENDENCE TAX CREDIT PLUS L.P. II
AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Decrease in Cash and Cash Equivalents
(Unaudited)
<TABLE>
<CAPTION>
=============================
Nine Months Ended
December 31,
-----------------------------
1998 1997*
-----------------------------
<S> <C> <C>
Cash flows from operating activities:
Net loss $(3,488,019) $(3,332,416)
----------- -----------
Adjustments to reconcile net loss to
net cash provided by (used in)
operating activities:
Depreciation and amortization 2,665,420 2,763,699
Minority interest in loss of
subsidiaries (8,062) (9,933)
Increase in accounts
payable and other liabilities (66,806) (266,118)
Increase in accrued interest 757,255 926,522
Decrease in cash held in escrow 298,874 50,658
Increase in other assets (17,462) (2,394)
Increase in due to local general
partners and affiliates 90,247 5,943
Decrease in due to local general
partners and affiliates (17,019) (321,535)
Increase in due to
general partner and affiliates 369,735 42,125
----------- -----------
Total adjustments 4,072,182 3,188,967
----------- -----------
Net cash provided by (used in)
operating activities 584,163 (143,449)
----------- -----------
</TABLE>
7
<PAGE>
INDEPENDENCE TAX CREDIT PLUS L.P. II
AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Decrease in Cash and Cash Equivalents
(Unaudited)
<TABLE>
<CAPTION>
=============================
Nine Months Ended
December 31,
-----------------------------
1998 1997*
-----------------------------
<S> <C> <C>
Cash flows from investing activities:
Improvements to property and
equipment (102,341) (257,862)
Increase in cash held
in escrow (326,086) (73,406)
Decrease in due to local general
partners and affiliates (12,901) (138,500)
----------- -----------
Net cash used in investing activities (441,328) (469,768)
----------- -----------
Cash flows from financing activities:
Proceeds from mortgage notes 0 217,895
Principal payments of mortgage
notes (289,584) (233,307)
Proceeds from construction loans 0 99,751
Principal payments on construction
loans 0 (880,951)
Increase in due to local
general partner and affiliates 4,000 0
Decrease in due to local
general partner and affiliates (20,905) 0
Increase in deferred costs 0 (109,005)
Decrease in capitalization
of consolidated subsidiaries
attributable to minority interest (20,198) (15,186)
----------- -----------
Net cash used in financing activities (326,687) (920,803)
----------- -----------
Net decrease in cash and
cash equivalents (183,852) (1,534,020)
Cash and cash equivalents at
beginning of period 2,651,208 4,622,176
----------- -----------
Cash and cash equivalents at
end of period $ 2,467,356 $ 3,088,156
=========== ===========
</TABLE>
8
<PAGE>
INDEPENDENCE TAX CREDIT PLUS L.P. II
AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Decrease in Cash and Cash Equivalents
(Unaudited)
<TABLE>
<CAPTION>
=============================
Nine Months Ended
December 31,
-----------------------------
1998 1997*
-----------------------------
<S> <C> <C>
Supplemental disclosure of noncash
financing activities:
Conversion of construction notes
payable to mortgage notes
payable $ 0 $11,424,856
</TABLE>
*Reclassified for comparative purposes
See Accompanying Notes to Consolidated Financial Statements.
9
<PAGE>
INDEPENDENCE TAX CREDIT PLUS L.P. II
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 1998
(Unaudited)
Note 1 - General
Independence Tax Credit Plus L.P. II (a Delaware limited partnership) (the
"Partnership") was organized on February 11, 1992, and commenced its public
offering on January 19, 1993. The general partner of the Partnership is Related
Independence Associates L.P., a Delaware limited partnership (the "General
Partner").
The Partnership's business is to invest in other partnerships ("Local
Partnerships", "subsidiaries" or "subsidiary partnerships") owning leveraged
apartment complexes that are eligible for the low-income housing tax credit
("Tax Credit") enacted in the Tax Reform Act of 1986, some of which complexes
may also be eligible for the historic rehabilitation tax credit.
As of December 31, 1998, the Partnership has interests in fifteen 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 partnerships 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. The Partnership's fiscal quarter ends December 31, in order to allow
adequate time for the subsidiary partnerships financial statements to be
prepared and consolidated. All subsidiaries have fiscal quarters ending
September 30. Accounts of the subsidiary partnerships 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 from and cash
distributions to the minority interest partners.
10
<PAGE>
INDEPENDENCE TAX CREDIT PLUS L.P. II
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 1998
(Unaudited)
Such losses aggregated approximately $9,000 and $9,000, and $21,000 and $22,00
for the three and nine months ended December 31, 1998 and 1997, respectively.
The Partnership's investment in each subsidiary is equal to the respective
subsidiary's partners' equity less minority interest capital, if any. Losses
attributable to minority interests which exceed the minority interests'
investment in a subsidiary partnership have been charged to the Partnership. In
consolidation, all subsidiary partnership losses are included in the
Partnership's capital account except for losses allocated to minority interest
capital.
Certain information and note disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have 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,
1998.
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 of the Partnership, 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, 1998, the results of operations for the three and
nine months ended December 31, 1998 and 1997 and cash flows for the nine months
ended December 31, 1998 and 1997. However, the operating results for the nine
months ended December 31, 1998 may not be indicative of the results for the
year.
11
<PAGE>
INDEPENDENCE TAX CREDIT PLUS L.P. II
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 1998
(Unaudited)
Note 2 - Related Party Transactions
An affiliate of the General Partner has a .01% interest as a special limited
partner in each of the Local Partnerships.
The costs incurred to related parties for the three and nine months ended
December 31, 1998 and 1997 were as follows:
<TABLE>
<CAPTION>
==================== ====================
Three Months Ended Nine Months Ended
December 31, December 31,
-------------------- --------------------
1998 1997 1998 1997
-------------------- --------------------
<S> <C> <C> <C> <C>
Partnership manage-
ment fees (a) $136,500 $ 12,500 $409,500 $ 37,500
Expense reimburse-
ment (b) 25,000 23,000 79,955 98,089
Local administra-
tive fee (d) 8,000 5,000 24,000 15,000
-------- -------- -------- --------
Total general and
administrative-
General Partner 169,500 40,500 513,455 150,589
-------- -------- -------- --------
Property manage-
ment fees incurred
to affiliates of
the subsidiary
partnerships'
general partners (c) 63,318 62,391 190,880 187,307
-------- -------- -------- --------
Total general and
administrative-
related parties $232,818 $102,891 $704,335 $337,896
======== ======== ======== ========
</TABLE>
(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 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
12
<PAGE>
INDEPENDENCE TAX CREDIT PLUS L.P. II
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 1998
(Unaudited)
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 $522,000 and $163,000 were accrued and unpaid as of December 31,
1998 and March 31, 1998, respectively. Without the General Partners' advances
and continued accrual without payment of certain fees and expense
reimbursements, the Partnership will not be in a position to meet its
obligations. The General Partners have continued advancing and allowing the
accrual without payment of these amounts but are under no obligation to continue
to do so.
(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 by the Local Partnerships amounted to
$151,482 and $141,975 and $437,259 and $403,699 for the three and nine months
ended December 31, 1998 and 1997, respectively. Of these fees, $63,318 and
$62,391 and $190,880 and $187,307 were incurred to affiliates of the subsidiary
partnerships' general partners.
(d) Independence SLP L.P., a special limited partner of the subsidiary
partnerships, is entitled to receive a local administrative fee of up to $5,000
per year from each subsidiary partnership.
Note 3 - Commitments and Contingencies
There were no material changes and/or additions to disclosures regarding the
subsidiary partnerships which were included in the Partnership's Annual Report
on Form 10-K for the period ended March 31, 1998.
13
<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 interest earned on proceeds
from the offering which were invested in tax-exempt money market instruments
pending final payments to Local Partnerships and a working capital reserve and
interest thereon. All these sources of funds are available to meet obligations
of the Partnership.
As of December 31, 1998, the Partnership has approximately $1,316,000 remaining
to be paid (including approximately $1,058,000 being held in escrow for six
Local Partnerships) as certain benchmarks, such as occupancy level, must be
attained prior to the release of the funds. The Partnership does not intend to
acquire additional properties. During the nine months ended December 31, 1998,
approximately $961,000 was paid to Local Partnerships ($462,000 of which was
released from escrow). An additional $400,000 was placed into escrow for
purchase price payments during the nine months ended December 31, 1998. Although
the Partnership will not be acquiring additional properties, the Partnership may
be required to fund potential purchase price adjustments based on tax credit
adjustor clauses.
For the nine months ended December 31, 1998, cash and cash equivalents of the
Partnership and its fifteen consolidated Local Partnerships decreased
approximately $184,000. This decrease is attributable to improvements to
property and equipment ($102,000), an increase in cash held in escrow from
investing activities ($326,000), principal payments from mortgage notes
($290,000), a decrease in capitalization of consolidated subsidiaries
attributable to minority interest ($20,000) and a net decrease in due to local
general partners and affiliates for financing and investing activities ($30,000)
which exceeded cash provided by operating activities ($584,000). Included in the
adjustments to reconcile the net loss to cash provided by operating activities
is depreciation and amortization of approximately $2,665,000.
At December 31, 1998 and March 31, 1998, there is a balance of approximately
$131,000 and $337,000 in the working capital reserves, respectively, which
includes amounts which may be required for potential purchase price adjustments
based on tax credit adjustor clauses. During the nine months ended December
14
<PAGE>
31, 1998 and 1997, amounts received from the operations of the Local Partnership
were approximately $0 and $700, respectively. Management anticipates receiving
distributions in the future, although not to a level sufficient to permit
providing cash distributions to the BACs holders.
Partnership management fees owed to the General Partner amounting to
approximately $522,000 and $163,000 were accrued and unpaid as of December 31,
1998 and March 31, 1998, respectively. Without the General Partners' advances
and continued accrual without payment of certain fees and expense
reimbursements, the Partnership will not be in a position to meet its
obligations. The General Partners have continued advancing and allowing the
accrual without payment of these amounts but are under no obligation to continue
to do so (see Note 2).
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 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 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 compliance period.
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 fifteen 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 such
ten-year period. If the General Partner determined that a sale of a property is
warranted, the remaining Tax Credits would transfer to the new owner, thereby
adding value to
15
<PAGE>
the property on the market, which are not included in the financial statement
carrying amount.
Results of Operations
- - ---------------------
The Partnership's results of operations for the three and nine months ended
December 31, 1998 and 1997 consisted primarily of the results of the
Partnership's investment in fifteen consolidated Local Partnerships. The
majority of Local Partnership income continues to be in the form of rental
income with the corresponding expenses being divided among operations,
depreciation and mortgage interest.
Rental income increased approximately 1% and less than 1% for the three and nine
months ended December 31, 1998 as compared to the corresponding periods in 1997
primarily due to rental rate increases.
Total expenses, excluding general and administrative-related parties and
operating remained fairly consistent with decreases of approximately 4% and less
than 1% for the three and nine months ended December 31, 1998 as compared to the
corresponding periods in 1997.
General and administrative-related parties increased approximately $130,000 and
$366,000 for the three and nine months ended December 31, 1998 as compared to
the corresponding periods in 1997 primarily due to an increase in partnership
management fees payable to the General Partner.
Operating decreased approximately $63,000 and $168,000 for the three and nine
months ended December 31, 1998 as compared to the corresponding periods in 1997
primarily due to the non-recurring payment of five years of water bills in the
first quarter of 1997 at one Local Partnership as well as small decreases at two
other Local Partnerships.
Year 2000 Compliance
- - --------------------
The Partnership utilizes the computer services of an affiliate of the General
Partner. The affiliate of the General Partner is in the process of upgrading its
computer information systems to be year 2000 compliant and beyond. The Year 2000
compliance issue concerns the inability of a computerized system to accurately
record dates after 1999. The affiliate of the General Partner recently underwent
16
<PAGE>
a conversion of its financial systems applications and is in the process of
upgrading and testing the in house software and hardware inventory. The
workstations that experienced problems from this process were corrected with an
upgrade patch. The costs incurred by the General Partner are not being charged
to the Partnership. In regard to third parties, the Partnership's General
Partner is in the process of evaluating the potential adverse impact that could
result from the failure of material service providers to be year 2000 compliant.
A detailed survey and assessment of third party readiness was sent to material
third parties in the fourth quarter of 1998. The results of the surveys will be
compiled in early 1999. No estimate can be made at this time as to the impact of
the readiness of such third parties. The Partnership's General Partner plans to
have these issues fully assessed in early 1999, at which time the risks will be
addressed and a contingency plan will be implemented if necessary.
17
<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:
(3A) Agreement of Limited Partnership of Independence Tax Credit
Plus L.P. II as adopted on February 11, 1992*
(3B) Form of Amended and Restated Agreement of Limited Partnership
of Independence Tax Credit Plus L.P. II, attached to the Prospectus as Exhibit
A**
(3C) Certificate of Limited Partnership of Independence Tax Credit
Plus L.P. II as filed on February 11, 1992*
(10A) Form of Subscription Agreement attached to the Prospectus as
Exhibit B**
(10B) Escrow Agreement between Independence Tax Credit Plus L.P. II
and Bankers Trust Company*
(10C) Form of Purchase and Sales Agreement pertaining to the
Partnership's acquisition of Local Partnership Interests*
(10D) Form of Amended and Restated Agreement of Limited Partnership
of Local Partnerships*
(27) Financial Data Schedule (filed herewith).
*Incorporated herein as an exhibit by reference to exhibits filed
with Post-Effective Amendment No. 4 to the Registration Statement on Form S-11
(Registration No. 33-37704)
18
<PAGE>
**Incorporated herein as an exhibit by reference to exhibits filed
with Post-Effective Amendment No. 8 to the Registration Statement on Form S-11
(Registration No. 33-37704)
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter.
19
<PAGE>
SIGNATURES
Pursuant to the requirements 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. II
(Registrant)
By: RELATED INDEPENDENCE
ASSOCIATES L.P., General Partner
By: RELATED INDEPENDENCE
ASSOCIATES INC., General Partner
Date: January 27, 1999
By:/s/ Alan P. Hirmes
------------------------------
Alan P. Hirmes,
Vice President
(principal financial officer)
Date: January 27, 1999
By:/s/ Glenn F. Hopps
------------------------------
Glenn F. Hopps,
Treasurer
(principal accounting officer)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
The Schedule contains summary financial information extracted from the
financial statements for Independence Tax Credit Plus L.P. II and is
qualified in its entirety by reference to such financial statements
</LEGEND>
<CIK> 0000907045
<NAME> Independence Tax Credit Plus L.P. II
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> MAR-31-1999
<PERIOD-START> APR-01-1998
<PERIOD-END> DEC-31-1998
<CASH> 5,055,471
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 578,298
<PP&E> 107,114,608
<DEPRECIATION> 11,925,184
<TOTAL-ASSETS> 101,628,790
<CURRENT-LIABILITIES> 10,635,123
<BONDS> 58,990,790
0
0
<COMMON> 0
<OTHER-SE> 31,642,877
<TOTAL-LIABILITY-AND-EQUITY> 101,628,790
<SALES> 0
<TOTAL-REVENUES> 5,848,457
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 7,554,217
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,790,321
<INCOME-PRETAX> (3,496,081)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3,496,081)
<EPS-PRIMARY> (58.60)
<EPS-DILUTED> 0
</TABLE>
