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 31, 2009

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

Commission File Number 0-20476

INDEPENDENCE TAX CREDIT PLUS L.P.

(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
	(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
Cash and cash equivalents		5,323,337			5,253,902
Cash held in escrow		2,122,061			2,005,856
Deferred costs, net of accumulated amortization of $279,211 and $269,495, respectively		189,828			199,544
Other assets		754,720			792,384
Total operating assets		30,154,310			30,944,841
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
Net assets held for sale		2,829,165			4,246,142
Total assets from discontinued operations		21,237,008			33,261,345
Total assets	$	51,391,318		$	64,206,186
LIABILITIES AND PARTNERS’ (DEFICIT) CAPITAL
Operating Liabilities
Mortgage notes payable	$	20,131,012		$	20,705,851
Accounts payable		1,112,875			1,181,205
Accrued interest payable		11,289,906			10,496,943
Security deposits payable		169,502			169,564
Due to local general partners and affiliates		752,463			745,843
Due to general partners and affiliates		10,244,853			9,756,202
Total operating liabilities		43,700,611			43,055,608
Liabilities from discontinued operations (Note 6)
Mortgage notes payable of assets held for sale		8,559,688			19,248,504
Net liabilities held for sale		13,776,506			15,690,152
Total liabilities from discontinued operations		22,336,194			34,938,656
Total liabilities		66,036,805			77,994,264
Commitments and contingencies (Note 7)
Partners’ (deficit) capital
Limited partners (76,786 BACs issued and outstanding)		(21,851,437	)		(20,269,539	)
General partners		2,908,605			2,924,584
Independence Tax Credit Plus L.P. total		(18,942,832	)		(17,344,955	)
Noncontrolling interests		4,297,345			3,556,877
Total partners’ (deficit) capital		(14,645,487	)		(13,788,078	)
Total liabilities and partners’ (deficit) capital	$	51,391,318		$	64,206,186
See accompanying notes to consolidated financial statements.

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INDEPENDENCE TAX CREDIT PLUS L.P.

AND SUBSIDIARIES

Consolidated Statements of Operations

(Unaudited)

	Three Months Ended December 31,						Nine Months Ended December 31,
	2009			2008*			2009			2008*
Revenues
Rental income	$	1,779,732		$	1,758,066		$	5,308,290		$	5,164,133
Other income		28,343			61,688			128,010			168,307
Total revenues		1,808,075			1,819,754			5,436,300			5,332,440
Expenses
General and administrative		319,795			342,886			1,056,133			1,134,847
General and administrative-related parties (Note 2)		279,038			417,210			817,431			1,158,429
Repairs and maintenance		442,498			430,135			1,386,516			1,412,483
Operating		213,557			216,013			940,663			972,395
Taxes		133,183			124,510			381,080			381,362
Insurance		105,076			113,643			322,244			339,460
Financial, principally interest		348,418			357,210			1,084,845			1,077,180
Depreciation and amortization		351,979			408,553			1,052,923			1,217,990
Total expenses from operations		2,193,544			2,410,160			7,041,835			7,694,146
Loss from operations		(385,469	)		(590,406	)		(1,605,535	)		(2,361,706	)
Income from discontinued operations		432,465			1,211,515			947,526			1,138,493
Net income (loss)		46,996			621,109			(658,009	)		(1,223,213	)
Net loss attributable to noncontrolling interests from operations		4,113			10,755			19,259			27,965
Net loss (income) attributable to noncontrolling interests from discontinued operations		6,456			(470,803	)		(959,127	)		(1,343,717	)
Net loss (income) attributable to noncontrolling interests		10,569			(460,048	)		(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	)
Loss from operations – limited partners	$	(377,542	)	$	(573,854	)	$	(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	)
Net income (loss) – limited partners	$	56,989		$	159,450		$	(1,581,898	)	$	(2,513,575	)
Number of BACs outstanding		76,786			76,786			76,786			76,786
Loss from operations per weighted average BAC	$	(4.92	)	$	(7.47	)	$	(20.45	)	$	(30.08	)
Income (loss) from discontinued operations per weighted average BAC		5.66			9.55			(0.15	)		(2.65	)
Net income (loss) per weighted average BAC	$	0.74		$	2.08		$	(20.60	)	$	(32.73	)

* 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
Net (loss) income		(658,009	)		(1,581,898	)		(15,979	)		939,868
Distributions		(199,400	)		0			0			(199,400	)
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,
	2009			2008*

Cash flows from operating activities:
Net loss	$	(658,009	)	$	(1,223,213	)
Adjustments to reconcile net loss to net cash provided by operating activities:
(Gain) on sale of properties		(1,049,357	)		(3,139,991	)
Depreciation and amortization		1,067,459			2,485,487
Loss on impairment of fixed assets		0			1,520,000
Increase in due to local general partners and affiliates		49,560			124,030
Increase (decrease) in due to general partner and affiliates		151,238			(745,982	)
(Decrease) increase in accounts payable		(316,185	)		281,985
Increase in accrued interest payable		773,185			847,922
Decrease in security deposit payable		(4,638	)		(14,889	)
Decrease (increase) in other assets		169,085			(31,125	)
(Increase) decrease in cash held in escrow		(102,206	)		341,045
Total adjustments		738,141			1,668,482
Net cash provided by operating activities		80,132			445,269
Cash flows from investing activities:
Acquisition of property and equipment		(114,415	)		(30,603	)
Proceeds from sale of properties		12,000,000			6,628,420
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		(11,289,151	)		(8,250,275	)
Repayment of advances to local general partners and affiliates		(31,137	)		(49,339	)
Decrease in capitalization of consolidated subsidiaries attributable to noncontrolling interests		0			(67,607	)
Net cash used in financing activities		(11,320,288	)		(8,367,221	)
Net increase (decrease) in cash and cash equivalents		197,466			(123,217	)
Cash and cash equivalents at beginning of period		5,292,033			4,413,853
Cash and cash equivalents at end of period**	$	5,489,499		$	4,290,636
Summarized below are the components of the gain on sale of properties:
Proceeds from sale of properties – net	$	(11,776,875	)	$	(6,395,046	)
Property and equipment, net of accumulated depreciation		10,607,360			18,032,953
Other assets		118,737			467,507
Cash held in escrow		1,269,640			1,677,149
Deferred costs		221,513			1,016,749
Mortgage notes payable		25,496			(16,358,430	)
Accounts payable and other liabilities		(1,190,772	)		(1,449,974	)
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, 2009

(Unaudited)

NOTE 1 – General

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

For financial reporting purposes, the Partnership’s fiscal quarter ends December 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. The Partnership’s fiscal quarter ends December 31 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.

The Partnership has adopted FASB Accounting Standards Codification (“ASC”) Topic 810, Noncontrolling Interests in Consolidated Financial Statements, (“ASC 810”) which is effective for fiscal year ends beginning after December 15, 2008. In accordance with ASC 810, loss (income) attributable to noncontrolling interests amounted to approximately $11,000 and $(940,000) for the three and nine months ended December 31, 2009, respectively. Prior to the adoption of this ASC, losses attributable to noncontrolling interests which exceeded the noncontrolling interests’ investment in a subsidiary partnership were charged to the Partnership. Such losses aggregated approximately $17,000 and $31,000 for the three and nine months ended December 31, 2008, respectively. The Partnership’s investment in each subsidiary is equal to the respective subsidiary’s partners’ equity less noncontrolling interest capital, if any.

Certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) 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, 2009.

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, 2010, the FASB issued under Topic 820, Fair Value Measurements and Disclosures, ASU 2010-06, “Improving Disclosures about Fair Value Measurements”. This ASU reports on new disclosure requirements — and clarifications of existing requirements — under ASC Subtopic 820-10 (originally issued as FAS 157). The new disclosure requirements apply to interim and annual reporting periods beginning after December 15, 2009, with one exception: The new rules regarding purchases, sales, issuances and settlements associated with Level 3 measurements will be effective for fiscal years beginning after December 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, 2009

(Unaudited)

On August 26, 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 Topic 820, Fair Value Measurements and Disclosures. The amendments in ASU 2009-05 reduce potential ambiguity in financial reporting when measuring the fair value of liabilities. Therefore, preparers, 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. The FASB issued ASU 2009-05 as a result of expressed concern that there may be a lack of observable market information to measure the fair value of a liability. For example, in the hypothetical transfer of an asset subject to a restriction there will be no observable data available to measure the liability because it is 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 effect on the Partnership’s consolidated financial statements.

In June 2009, the FASB issued ASC 105-10 (formerly SFAS No. 168), The FASB Accounting 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.

In June 2009, the FASB issued under ASC Topic 810-Consolidation, SFAS No. 167, an amendment to FASB Interpretation 46(R), “Consolidation of Variable Interest Entities.” The statement requires an entity to perform an analysis 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 entity that could potentially be significant to the variable interest entity. The statement is effective for years beginning after November 15, 2009 and is not expected to have a material effect on the Partnership’s consolidated financial statements.

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.

NOTE 2 – Related Party Transactions

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

As of December 31, 2009 and March 31, 2009, the Partnership owes an affiliate of the General Partner approximately $2,441,000 for operating advances. These advances are non-interest bearing and have no set repayment terms. The Partnership has advanced monies to Rolling Green Associates, L.P. (“Rolling Green”) to fund its operations. As of September 30, 2009, the advances from the Partnership to Rolling Green amounted to approximately $5,170,000. As of December 31, 2009, the property and the related assets and liabilities of Rolling Green were sold to an affiliate of the General Partner. The Partnership collected $170,000 from the sale, which was used to partially repay these outstanding advances. The remaining $5,000,000 balance of these advances were deemed uncollectible and written off.

The General Partner and its affiliates perform services for the Partnership. The costs incurred from operations to related parties for the three and nine months ended December 31, 2009 and 2008 were as follows:

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INDEPENDENCE TAX CREDIT PLUS L.P.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2009

(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.

The General Partner and its affiliates perform services for the Partnership. The costs incurred from discontinued operations to related parties for the three and nine months ended December 31, 2009 and 2008 were as follows:

	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.

(a) The General Partner is entitled to receive a partnership management fee, after payment of all Partnership expenses, which together with the annual local administrative fees will not exceed a maximum of 0.5% per annum of invested assets (as defined in the Partnership’s Amended and Restated Agreement of Limited Partnership (the “Partnership Agreement”)), for administering the affairs of the Partnership. Subject to the foregoing limitation, the partnership management fee will be determined by the General Partner in its sole discretion based upon its review of the Partnership’s investments. Unpaid partnership management fees for any year have been accrued without interest and will be payable only to the extent of available funds after the Partnership has made distributions to the limited partners of sale or refinancing proceeds equal to their original capital contributions plus a 10% priority return thereon (to the extent not theretofore paid out of cash flow). Partnership management fees owed to the General Partner amounting to approximately $6,603,000 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.

(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.

(c) 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 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.

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.

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INDEPENDENCE TAX CREDIT PLUS L.P.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2009

(Unaudited)

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.

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
	Carrying Amount			Fair Value			Carrying Amount			Fair Value
LIABILITIES:
Mortgage notes		$	28,690,700		$	22,798,394		$	39,954,355		$	37,186,773

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 of its investments. It is anticipated that this process will continue to take a number of years. During the nine months ended December 31, 2009, one Local Partnership sold its property and related assets and liabilities. As of December 31, 2009, the Partnership has sold its limited partnership interest in twelve Local Partnerships, the property and the related assets and liabilities of four Local Partnerships and has transferred the deed to the property and the related assets and liabilities of one Local Partnership. In addition, as of December 31, 2009, two Local Partnerships are actively being marketed for sale (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 30, 2009, the property and related assets and liabilities of Rolling Green were sold to an affiliate of the General Partner for a sales price of $12,000,000. The Partnership received $170,000 from this sale after the repayment of the mortgages, other liabilities and closing costs of approximately $11,830,000. The distribution received was used to repay to the Partnership a portion of the funds advanced by it to Rolling Green. The sale resulted in a gain of approximately $1,098,000 resulting from the write-off of the deficit basis in the property at the date of sale.

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.

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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 9, 2008, Creative Choice Homes II, Ltd. (“Opa-Locka”) entered into a purchase and sale agreement to sell the property and the related assets and liabilities to an unaffiliated third party purchaser for a sales price of $17,000,000. This agreement expired in April of 2009. The property is currently being actively marketed for sale and management is seeking a potential buyer. As of December 31, 2009, Opa-Locka had property and equipment, at cost, of approximately $22,812,000, accumulated depreciation of approximately $7,946,000, mortgage debt of approximately $5,420,000, and related party debt of approximately $11,200,000.

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INDEPENDENCE TAX CREDIT PLUS L.P.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2009

(Unaudited)

On April 1, 2008, Homestead Apartments Associates II Ltd. (“Homestead II”) entered into a purchase and sale agreement to sell the property and the related assets and liabilities to an unaffiliated third party purchaser for a sales price of $4,000,000. This agreement expired in April of 2009. The property is currently being actively marketed for sale and management is seeking a potential buyer. As of December 31, 2009, Homestead II had property and equipment, at cost, of approximately $5,594,000, accumulated depreciation of approximately $2,076,000 and mortgage debt of approximately $3,139,000.

NOTE 6 – Discontinued Operations

The following table summarizes the financial position of the Local Partnerships that are classified as discontinued operations because the respective Local Partnerships were classified as assets held for sale or were sold. As of December 31, 2009 and March 31, 2009, Harbor Court, Homestead II, Rolling Green and Opa-Locka were classified as discontinued operations on the consolidated balance sheets.

Consolidated Balance Sheets:

	December 31, 2009		March 31, 2009
Assets
Property and equipment – less accumulated depreciation of $10,061,867 and $21,815,503, respectively	$	18,407,843	$	29,015,203
Cash and cash equivalents		166,162		38,131
Cash held in escrow		2,512,421		3,571,222
Deferred costs, net of accumulated amortization of $607,173 and $868,985, respectively		1,813		237,862
Other assets		148,769		398,927
Total assets	$	21,237,008	$	33,261,345

Liabilities
Mortgage notes payable	$	8,559,688	$	19,248,504
Accounts payable		1,294,249		2,685,081
Accrued interest payable		648,809		680,348
Security deposit payable		99,881		140,490
Due to local general partners and affiliates		11,661,692		11,694,945
Due to general partners and affiliates		71,875		489,288
Total liabilities	$	22,336,194	$	34,938,656

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 31, 2009, Rolling Green, which was sold during the nine months ended December 31, 2009, and Homestead II and Opa-Locka, which are classified as assets held for sale, were all classified as discontinued operations in the consolidated financial statements. For the three and nine months ended December 31, 2008, Christine Apartments, West Diamond, Bateman Hotel, Lancaster, Bethel Villa, Lares, Lajas, Landreth and Susquehanna, which were sold during the nine months ended December 31, 2008, Homestead and Harbor Court, which were sold during the year ended March 31, 2008, Homestead II, Rolling Green and Opa-Locka, which were classified as assets held for sale, were all classified as discontinued operations in the consolidated financial statements.

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INDEPENDENCE TAX CREDIT PLUS L.P.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2009

(Unaudited)

Consolidated Statements of Discontinued Operations:

	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.

Cash Flows from Discontinued Operations:

	Nine Months Ended December 31,
	2009			2008*
Net cash used in operating activities	$	(811,353	)	$	(344,261	)
Net cash provided by investing activities	$	11,823,699		$	10,421,464
Net cash used in financing activities	$	(10,514,912	)	$	(8,454,711	)
* Reclassified for comparative purposes.

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INDEPENDENCE TAX CREDIT PLUS L.P.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2009

(Unaudited)

NOTE 7 – Commitments and Contingencies

a) Subsidiary Partnerships – Going Concern

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

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

Opa-Locka has also continued to incur significant operating losses resulting, in part, from the effects of a major hurricane (detailed below), which created additional losses. These conditions continue to raise substantial doubt about Opa-Locka’s ability to continue as a going concern. The ability for Opa-Locka to continue as a going concern is based on the Local General Partner’s continuing ability to fund operating losses and insurance proceeds to cover the damages to the Property.

The Partnership’s investment in Opa-Locka at December 31, 2009 and March 31, 2009 was reduced to zero as a result of prior years’ losses, and the noncontrolling interest balance was approximately $4,000 and $5,000 at each date. Opa-Locka’s net loss after noncontrolling interest amounted to approximately $68,000 and $144,000 for December 31, 2009 and 2008, respectively.

In October 2005, Opa-Locka suffered property damage and business interruption due to a severe hurricane. Opa-Locka contracted to complete repairs and renovations of the buildings damaged for a cost of $7,489,000. Opa-Locka expects to be reimbursed by insurance proceeds in the amount of approximately $4,420,000. As of December 31, 2009, $4,000,000 of insurance proceeds has been received by the mortgage company which is acting as administrator and trustee of the funds. A balance of $6,393,608 remains payable to the construction company as of December 31, 2009 related to the rehabilitation.

The above circumstances have called into 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).

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 31, 2009, current liabilities exceed current assets by approximately $482,000. This raises doubt as to whether Morrant Bay will be able to continue as a going concern. Management continually monitors operating costs and will request additional rent increases when allowed by HUD. Additionally, management is in the process of evaluating refinancing plans. During 2008, Morrant Bay entered into negotiations with a local non-profit to re-syndicate the property. In connection with this effort, Morrant Bay is negotiating with the General Partner to redeem its interest in Morrant Bay for a nominal amount. There can be no assurance if or when such negotiations will result in a sale of the limited partnership’s interest.

The Partnership’s investment in Morrant Bay at December 31, 2009 and March 31, 2009 was reduced to zero as a result of prior years’ losses and the noncontrolling interest balance was approximately $(230,000) and $(228,000) at each date. Morrant Bay’s net loss after noncontrolling interest amounted to approximately $169,000 and $192,000 as of December 31, 2009 and 2008, respectively.

Boston Bay Limited Partnership (“Boston Bay”)

Boston Bay has been experiencing higher operating costs, attributable in part to escalating energy and repair costs. These conditions, in addition to regulatory rent restrictions imposed under HUD guidelines, has resulted in operating cash flow not meeting all current obligations as they become due. At December 31, 2009, current liabilities exceed current assets by approximately $286,000. This raises doubt as to whether Boston Bay will be able to continue as a going concern. Management continually monitors operating costs and will request additional rent increases when allowed by HUD. Additionally, management is in the process of evaluating refinancing plans. During 2008, Boston Bay entered into negotiations with a local non-profit to re-syndicate the property. In connection with this effort, Boston Bay is negotiating with the General Partner to redeem its interest in Boston Bay for a nominal amount. There can be no assurance if or when such negotiations will result in a sale of the limited partnership’s interest.

The Partnership’s investment in Boston Bay at December 31, 2009 and March 31, 2009 was reduced to zero as a result of prior years’ losses and the noncontrolling interest balance was approximately $(88,000) and $(87,000), respectively. Boston Bay’s net loss after noncontrolling interest amounted to approximately $119,000 and $291,000 as of December 31, 2009 and 2008, respectively.

b) Uninsured Cash and Cash Equivalents

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

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INDEPENDENCE TAX CREDIT PLUS L.P.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2009

(Unaudited)

c) 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.

d) Property Management Fees

Property management fees incurred by the subsidiary partnerships amounted to $178,045 and $321,670 and $555,231 and $917,174 for the three and nine months ended December 31, 2009 and 2008, respectively.

e) Other

The Partnership is subject to the risks incident to potential losses arising from the management and ownership of improved real estate. The Partnership can also be affected by poor economic conditions generally; however, no more than 27% of the properties are located in any single state. There are also substantial risks associated with owning properties receiving government assistance; for example, the possibility that Congress may not appropriate funds to enable HUD to make rental assistance payments. HUD also restricts annual cash distributions to partners based on operating results and a percentage of the owner’s equity contribution. The Partnership cannot sell or substantially liquidate its investments in subsidiary partnerships during the period that the subsidy agreements are in existence without HUD’s approval. Furthermore, there may not be market demand for apartments at full market rents when the rental assistance contracts expire.

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

f) Subsequent Events

We evaluated all 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.

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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. During the nine months ended December 31, 2009, one Local Partnership sold its property and related assets and liabilities. As of December 31, 2009, the Partnership has sold its limited partnership interest in twelve Local Partnerships, the property and the related assets and liabilities of four Local Partnerships and has transferred the deed to the property and the related assets and liabilities of one Local Partnership. In addition, as of December 31, 2009, two Local Partnerships are actively being marketed for sale (see Note 5, Item 1).

Short-Term

The Partnership’s primary sources of funds include: (i) working capital reserves; (ii) interest earned on the working capital reserves; (iii) cash distributions from operations of the Local Partnerships; and (iv) sales proceeds and distributions. Such funds are available to meet the obligations of the Partnership. During the nine months ended December 31, 2009 and 2008, distributions from operations of the Local Partnerships amounted to approximately $0 and $65,000, respectively. In addition, during the nine months ended December 31, 2009 and 2008, distributions from the sales of properties and their related assets and liabilities amounted to approximately $170,000 and $33,000, respectively. Additionally, during the nine months ended December 31, 2009 and 2008, the Partnership received approximately $0 and $2,578,000 of proceeds from the sale of limited partnership interests.

Cash and cash equivalents of the Partnership and its consolidated subsidiary partnerships increased approximately ($197,000) during the nine months ended December 31, 2009, due to net cash provided by operating activities of ($80,000) and proceeds from sale of properties of approximately ($12,000,000), which exceeded a decrease in cash held in escrow relating to investing activities of approximately ($224,000), 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 ($1,067,000) and gain on sale of properties ($1,049,000).

Total expenses from operations for the three and nine months ended December 31, 2009 and 2008, excluding depreciation and amortization, interest, general and administrative–related parties, totaled $1,214,109 and $1,227,187 and $4,086,636 and $4,240,547, respectively.

Accounts payable from operations as of December 31, 2009 and March 31, 2009 totaled $1,112,875 and $1,181,205, respectively. Accounts payable are short term liabilities which are expected to be paid from operating cash flows, working capital balances at the Local Partnership level, Local General Partner advances and in certain circumstances advances from the Partnership. The Partnership believes it (and the applicable Local Partnerships except as noted in Item 1, Note 7) has sufficient liquidity and ability to generate cash and to meet existing and known or reasonably likely future cash requirements over both the short and long term. In addition, accounts payable from discontinued operations, as of December 31, 2009 and March 31, 2009, totaled $1,294,249 and $2,685,081, respectively.

Accrued interest payable from operations as of December 31, 2009 and March 31, 2009 totaled $11,289,906 and $10,496,943, respectively. Accrued interest payable represents the accrued interest on all mortgage loans, which include primary and secondary loans. Certain secondary loans have provisions such that interest is accrued but not payable until a future date. The Partnership anticipates the payment of accrued interest on the secondary loans (which make up the majority of the accrued interest payable amount and which have been accumulating since the Partnership’s investment in the respective Local Partnership) will be made from future refinancing or sales proceeds of the respective Local Partnerships. In addition, each Local Partnership’s mortgage notes are collateralized by the land and buildings of the respective Local Partnership, and are without further recourse to the Partnership. In addition, accrued interest payable from discontinued operations, as of December 31, 2009 and March 31, 2009, totaled $648,809 and $680,348, respectively.

The working capital reserve at December 31, 2009 was approximately $5,080,000 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 $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.

For a discussion of contingencies affecting certain Local Partnerships, see Item 1, Note 7. Since the maximum loss the Partnership would be liable for is its net investment in the Local Partnerships, the resolution of any existing 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 the expiration of the fifteen-year 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 in twenty-eight Local Partnerships, all of which had their Tax Credits fully in place. As of December 31, 2007, all Credit Periods had expired. The Compliance Periods will continue through December 31, 2013 with respect to the Properties depending upon when the Tax Credit Periods commenced.

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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, 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 31, 2009.

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
	Carrying Amount			Fair Value			Carrying Amount			Fair Value
LIABILITIES:
Mortgage notes		$	28,690,700		$	22,798,394		$	39,954,355		$	37,186,773

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.

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.

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At the time management commits to a plan to dispose of assets, said assets are adjusted to the lower of carrying amount or fair value less costs to sell. These assets are classified as property and equipment-held for sale and are not depreciated. Property and equipment that are held for sale are included in discontinued operations. There are two assets classified as property and equipment-held for sale as of December 31, 2009 (see Note 5 in Item 1).

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, 2009 and 2008 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.

Rental income increased approximately 1% and 3% for the three and nine months ended December 31, 2009 as compared to the corresponding periods in 2008, primarily due to annual rent increases and decreases in vacancies at several Local Partnerships partially offset by a decrease in occupancy at one Local Partnership.

Other income decreased approximately $33,000 and $40,000 for the three and nine months ended December 31, 2009 as compared to the corresponding periods in 2008, primarily due to a decrease in the amount of cash being invested at the Partnership level.

Total expenses, excluding general and administrative-related parties, and depreciation and amortization, remained fairly consistent with a decrease of approximately 1% and 3% for the three and nine months ended December 31, 2009 as compared to the corresponding periods in 2008.

General and administrative – related party expenses decreased approximately $138,000 and $341,000 for the three and nine months ended December 31, 2009 as compared to the corresponding periods in 2008, primarily due to a decrease in partnership management fees and other expense reimbursement allocations at the Partnership level due to sale of properties.

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, the fair value of the mortgage notes payable. There are no material changes to such disclosure or amounts as of December 31, 2009.

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

Item 4T. Controls and Procedures.

(a) Evaluation of Disclosure Controls and Procedures. The Chief Executive Officer and Chief Financial Officer of 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. 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.

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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 31, 2009, 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 of Matters to a Vote of Security Holders. – None

Item 5.	Other Information. – None

Item 6.	Exhibits.

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

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

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

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

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

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

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

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

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

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SIGNATURES

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

INDEPENDENCE TAX CREDIT PLUS L.P.

(Registrant)

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



			By:	INDEPENDENCE ASSOCIATES GP LLC,
				a General Partner



Date:	February 9, 2010			By:	/s/ Robert L. Levy
					Robert L. Levy
					Chief Financial Officer, Principal Accounting Officer and Director



Date:	February 9, 2010			By:	/s/ Andrew J. Weil
					Andrew J. Weil
					President and Chief Executive Officer

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INDEPENDENCE TAX CREDIT PLUS PROGRAM 10-Q