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 September 30, 2010

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

Commission File Number 0-20476

INDEPENDENCE TAX CREDIT PLUS L.P.

(Exact name of registrant as specified in its charter)

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

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

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

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

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

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

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

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

PART I – Financial Information

Item 1. Financial Statements.

INDEPENDENCE TAX CREDIT PLUS L.P.

AND SUBSIDIARIES

Consolidated Balance Sheets

	September 30, 2010			March 31, 2010
	(Unaudited)			(Audited)
ASSETS
Operating Assets
Property and equipment, at cost, net of accumulated depreciation of $21,745,248 and $23,567,229, respectively	$	14,408,362		$	15,647,943
Cash and cash equivalents		1,295,881			1,601,240
Cash held in escrow		2,022,653			2,178,742
Deferred costs, net of accumulated amortization of $288,022 and $281,545, respectively		181,017			187,494
Other assets		784,824			721,872
Total operating assets		18,692,737			20,337,291
Assets from discontinued operations (Note 6)
Property and equipment held for sale, net of accumulated depreciation of $4,549,535 and $2,238,886, respectively		2,531,004			2,606,404
Net assets held for sale		726,970			167,215
Total assets from discontinued operations		3,257,974			2,773,619
Total assets	$	21,950,711		$	23,110,910
LIABILITIES AND PARTNERS’ (DEFICIT) CAPITAL
Operating Liabilities
Mortgage notes payable	$	15,998,055		$	19,936,251
Accounts payable		483,917			1,139,138
Accrued interest payable		10,389,514			11,600,608
Security deposits payable		133,958			154,305
Due to local general partners and affiliates		882,684			705,651
Due to general partners and affiliates		4,647,398			4,797,738
Total operating liabilities		32,535,526			38,333,691
Liabilities from discontinued operations (Note 6)
Mortgage notes payable of assets held for sale		6,652,895			3,129,354
Net liabilities held for sale		3,477,754			1,333,122
Total liabilities from discontinued operations		10,130,649			4,462,476
Total liabilities		42,666,175			42,796,167
Commitments and contingencies (Note 7)
Partners’ (deficit) capital
Limited partners (76,786 BACs issued and outstanding)		(24,683,989	)		(28,251,234	)
General partners		4,388,265			4,352,232
Independence Tax Credit Plus L.P. total		(20,295,724	)		(23,899,002	)
Noncontrolling interests		(419,740	)		4,213,745
Total partners’ (deficit) capital		(20,715,464	)		(19,685,257	)
Total liabilities and partners’ (deficit) capital	$	21,950,711		$	23,110,910
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 September 30,						Six Months Ended September 30,
	2010			2009*			2010			2009*
Revenues
Rental income	$	1,727,961		$	1,664,168		$	3,522,017		$	3,333,099
Other income		29,414			50,767			65,449			93,624
Total revenues		1,757,375			1,714,935			3,587,466			3,426,723
Expenses
General and administrative		458,702			444,443			907,413			866,975
General and administrative-related parties (Note 2)		124,308			260,537			326,329			520,656
Repairs and maintenance		284,180			293,618			630,211			671,170
Operating		291,209			272,453			646,725			675,499
Taxes		123,120			117,081			242,738			228,630
Insurance		87,634			95,638			179,581			195,847
Financial, principally interest		346,945			358,320			680,337			683,427
Depreciation and amortization		288,751			308,467			602,865			625,000
Total expenses from operations		2,004,849			2,150,557			4,216,199			4,467,204
Loss from operations		(247,474	)		(435,622	)		(628,733	)		(1,040,481	)
Income from discontinued operations		656,339			328,416			564,234			335,476
Net income (loss)		408,865			(107,206	)		(64,499	)		(705,005	)
Net loss attributable to noncontrolling interests from operations		1,610			2,095			4,252			6,393
Net loss (income) attributable to noncontrolling interests from discontinued operations		3,658,429			(759,829	)		3,663,525			(956,830	)
Net loss (income) attributable to noncontrolling interests		3,660,039			(757,734	)		3,667,777			(950,437	)
Net income (loss) attributable to Independence Tax Credit Plus L.P.	$	4,068,904		$	(864,940	)	$	3,603,278		$	(1,655,442	)
Loss from operations – limited partners	$	(243,405	)	$	(429,192	)	$	(618,236	)	$	(1,023,747	)
Income (loss) from discontinued operations (including gain (loss) on sale of properties) – limited partners		4,271,620			(427,099	)		4,185,481			(615,141	)
Net income (loss) – limited partners	$	4,028,215		$	(856,291	)	$	3,567,245		$	(1,638,888	)
Number of BACs outstanding		76,786			76,786			76,786			76,786
Loss from operations per weighted average BAC	$	(3.17	)	$	(5.59	)	$	(8.05	)	$	(13.33	)
Income (loss) from discontinued operations per weighted average BAC		55.63			(5.56	)		54.51			(8.01	)
Net income (loss) per weighted average BAC	$	52.46		$	(11.15	)	$	46.46		$	(21.34	)

*Reclassified for comparative purposes.

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, 2010	$	(19,685,257	)	$	(28,251,234	)	$	4,352,232	$	4,213,745
Net (loss) income		(64,499	)		3,567,245			36,033		(3,667,777	)
Distributions		(965,708	)		0			0		(965,708	)
Partners’ (deficit) capital – September 30, 2010	$	(20,715,464	)	$	(24,683,989	)	$	4,388,265	$	(419,740	)

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)

	Six Months Ended September 30,
	2010			2009

Cash flows from operating activities:
Net loss	$	(64,499	)	$	(705,005	)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
(Gain) loss on sale of properties		(747,298	)		49,060
Depreciation and amortization		640,798			710,636
Increase in due to local general partners and affiliates		283,512			41,415
(Decrease) increase in due to general partner and affiliates		(111,590	)		275,689
Decrease in accounts payable		(770,740	)		(402,125	)
Increase in accrued interest payable		590,621			662,764
Increase in security deposit payable		7,693			5,723
(Increase) decrease in other assets		(203,390	)		134,146
Increase in cash held in escrow		(7,707	)		(50,794	)
Total adjustments		(318,101	)		1,426,514
Net cash (used in) provided by operating activities		(382,600	)		721,509
Cash flows from investing activities:
Proceeds from sale of properties		1,800,000			0
Costs paid relating to sale of properties		(56,110	)		0
Decrease (increase) in cash held in escrow		51,200			(116,722	)
Net cash provided by (used in) investing activities		1,795,090			(116,722	)
Cash flows from financing activities:
Repayment of mortgage notes		(414,655	)		(737,207	)
Decrease in due to local general partners and affiliates		0			(31,137	)
Decrease in capitalization of consolidated subsidiaries attributable to noncontrolling interests		(965,708	)		0
Net cash used in financing activities		(1,380,363	)		(768,344	)
Net increase (decrease) in cash and cash equivalents		32,127			(163,557	)
Cash and cash equivalents at beginning of period		1,620,046			5,292,033
Cash and cash equivalents at end of period*	$	1,652,173		$	5,128,476
Summarized below are the components of the (gain) loss on sale of properties:
Proceeds from sale of properties – net	$	(1,743,890	)	$	0
Property and equipment, net of accumulated depreciation		683,050			24,046
Other assets		23,197			33,054
Cash held in escrow		5,178			77,493
Accounts payable and other liabilities		360,170			(85,533	)
Due to general partners and affiliates		(10,000	)		0
Due to local general partners and affiliates		(65,003	)		199,400
Decrease in capitalization of consolidated subsidiaries attributable to noncontrolling interests		0			(199,400	)
* Cash and cash equivalents at end of period, includes cash and cash equivalents from discontinued operations of $356,292 and $28,210, 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

September 30, 2010

(Unaudited)

NOTE 1 – General

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

For financial reporting purposes, the Partnership’s fiscal quarter ends September 30. All subsidiaries have fiscal quarters ending June 30. Accounts of the subsidiaries have been adjusted for intercompany transactions from July 1 through September 30. The Partnership’s fiscal quarter ends September 30 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.

In accordance with FASB Accounting Standards Codification (“ASC”) Topic 810, Noncontrolling Interests in Consolidated Financial Statements (“ASC 810”), loss (income) attributable to noncontrolling interests amounted to approximately $3,660,000, $(758,000), $3,668,000 and $(950,000) for the three and six months ended September 30, 2010 and 2009, 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, 2010.

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 September 30, 2010, the results of operations for the three and six months ended September 30, 2010 and 2009 and its cash flows for the six months ended September 30, 2010 and 2009. However, the operating results and cash flows for the six months ended September 30, 2010 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 February, 2010, the FASB issued under Topic 855, Subsequent Events, ASU 2010-09, “Amendments to Certain Recognition and Disclosure Requirements”. This ASU addresses both the interaction of the requirements of this Topic with the SEC’s reporting requirements and the intended breadth of the reissuance disclosure provision related to subsequent events. An entity that is an SEC filer is not required to disclose the date through which subsequent events have been evaluated. This ASU is effective for interim or annual periods ending after June 15, 2010. 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

September 30, 2010

(Unaudited)

NOTE 2 – Related Party Transactions

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

A)	Other Related Party Expenses

The General Partner and its affiliates perform services for the Partnership. The costs to related parties incurred from operations for the three and six months ended September 30, 2010 and 2009 were as follows:

	Three Months Ended September 30,					Six Months Ended September 30,
	2010			2009*		2010		2009*
Partnership management fees (i)	$	(23,552	)	$	128,000	$	30,948	$	256,000
Expense reimbursement (ii)		40,809			38,183		81,618		75,830
Local administrative fee (iii)		1,875			1,875		3,750		3,750
Total general and administrative – General Partner		19,132			168,058		116,316		335,580
Property management fees incurred to affiliates of the Local General Partners		105,176			92,479		210,013		185,076
Total general and administrative – related parties	$	124,308		$	260,537	$	326,329	$	520,656

The General Partner and its affiliates perform services for the Partnership. The cost to related parties incurred from discontinued operations for the three and six months ended September 30, 2010 and 2009 were as follows:

	Three Months Ended September 30,				Six Months Ended September 30,
	2010		2009*		2010		2009*
Local administrative fee (iii)	$	1,875	$	3,750	$	3,750	$	7,500
Total general and administrative-General Partner		1,875		3,750		3,750		7,500
Property management fees incurred to affiliates of the subsidiary partnerships' general partners		18,926		18,633		34,018		35,153
Total general and administrative-related parties	$	20,801	$	22,383	$	37,768	$	42,653
* Reclassified for comparative purpose.

(i)

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 are to be deferred without interest and will be payable out of sales or refinancing proceeds only to the extent of available funds after payments on all Partnership liabilities have been made other than those owed to the General Partner and its affiliates, and after the Limited Partners have received a 10% return on their capital contributions. Partnership management fees owed to the General Partner amounting to approximately $4,489,000 and $4,555,000 were accrued and unpaid as of September 30, 2010 and March 31, 2010, respectively, and are included in the line item Due to general partners and affiliates on the consolidated balance sheets. During the year ended March 31, 2010, the General Partner deemed the unpaid partnership management fees related to sold properties uncollectible and the Partnership wrote off approximately $1,508,000, resulting in a non-cash General Partner contribution of the same amount. Current year partnership management fees may be paid out of operating reserves or refinancing and sales proceeds. However, the General Partner cannot demand payment of the deferred fees except as noted above.

(ii)

The Partnership reimburses the General Partner and its affiliates 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. The General Partner does not intend to demand payment of the deferred payables beyond the Partnership’s ability to pay them. The Partnership anticipates that these will be paid from working capital reserves or future sales proceeds. Expense reimbursements owed to the General Partners and its affiliates amounting to approximately $73,000 and $41,000 were accrued and unpaid as of September 30, 2010 and March 31, 2010, respectively.

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INDEPENDENCE TAX CREDIT PLUS L.P.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

September 30, 2010

(Unaudited)

(iii)

Independence SLP L.P. is entitled to receive a local administrative fee of up to $2,500 per year from each subsidiary partnership. As of September 30, 2010 and March 31, 2010, the subsidiary partnerships owed approximately $145,000 and $154,000, respectively, of these fees to Independence SLP L.P. These fees also have been deferred in certain cases and the Partnership anticipates that they will be paid from working capital reserves or future sales proceeds.

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

As of September 30, 2010 and March 31, 2010, 655 North Street L.P. owed an affiliate of the General Partner approximately $23,000 for advances under the Mark-to-Market program.

B)	Due to Local General Partners and Affiliates

Due to local general partners and affiliates included in operating liabilities consists of the following:

	September 30, 2010		March 31, 2010

Operating advances	$	423,490	$	237,183
Development fee payable		163,223		163,223
Long-term notes payable (i)		111,548		111,548
Accrued interest on long-term notes payable		7,718		7,718
Management and other fees		176,705		185,979
	$	882,684	$	705,651

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

Due to local general partners and affiliates included in the discontinued liabilities consists of the following:

	September 30, 2010		March 31, 2010

Operating advances	$	552,225	$	496,961
Management and other fees		14,521		28,309
	$	566,746	$	525,270

Other

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

NOTE 3 – Fair Value of Financial Instruments

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

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

The carrying amount approximates fair value.

Mortgage Notes Payable

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

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INDEPENDENCE TAX CREDIT PLUS L.P.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

September 30, 2010

(Unaudited)

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 September 30, 2010				At March 31, 2010
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
LIABILITIES:
Mortgage notes	$	22,650,950	$	19,734,228	$	23,065,605	$	19,275,709

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

NOTE 4 – Sale of Properties

The Partnership is currently in the process of developing a plan to dispose of all of its investments. It is anticipated that this process will continue to take a number of years. During the six months ended September 30, 2010, one Local Partnership sold its property and the related assets and liabilities. Through September 30, 2010, five Local Partnerships have sold their property and the related assets and liabilities, the Partnership has sold its limited partnership interest in thirteen Local Partnerships and one Local Partnership transferred the deed to the property and related assets and liabilities of such Local Partnership. In addition, as of September 30, 2010, one Local Partnership has entered into an agreement to sell its property and the related assets and liabilities and the Partnership has entered into an agreement to sell its limited partnership interest in one Local Partnership (see Note 5). Subsequently, the Partnership entered into an assignment and assumption agreement to sell its limited partnership interest in one Local Partnership (see Note 7g). 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 May 18, 2010, the property and the related assets and liabilities of Cloisters Limited Partnership II (“Cloisters”) were sold to an unaffiliated third party purchaser for a sales price of $1,800,000. The Partnership received $254,000 as a distribution from this sale after the repayment of other liabilities, closing costs and distributions to noncontrolling interests of approximately $1,546,000. The sale resulted in a gain of approximately $747,000 resulting from the write-off of the basis in the property at the date of sale.

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 June 14, 2010, the Partnership entered into an assignment and assumption agreement to sell its limited partnership interest in Arlington-Rodeo Properties (“Arlington-Rodeo”) to the Local General Partner for a sales price of $32,500. During the year ended March 31, 2010, in accordance with ASC 360, the Partnership deemed the building impaired and wrote it down to its fair value, which resulted in a loss on impairment of $2,666,000. The sale is expected to be consummated during the fourth quarter of 2010. As of June 30, 2010, Arlington-Rodeo had property and equipment, at cost, of approximately $3,030,000, accumulated depreciation of approximately $2,431,000 and mortgage debt of approximately, $3,543,000. There can be no assurance of the timing of such sale or that the sale will be consummated.

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. During the quarter ended March 31, 2010, in accordance with ASC 360, the Partnership deemed the building impaired and wrote it down to its fair value, which resulted in a loss on impairment of $1,607,000. The sale is expected to be consummated during the fourth quarter of 2010. As of June 30, 2010, Homestead II had property and equipment, at cost, of approximately $3,987,000, accumulated depreciation of approximately $2,076,000 and mortgage debt of approximately $3,110,000. There can be no assurance of the timing of such sale or that the sale will be consummated.

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INDEPENDENCE TAX CREDIT PLUS L.P.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

September 30, 2010

(Unaudited)

NOTE 6 – Discontinued Operations

The following table summarizes the financial position of the Local Partnerships that are classified as discontinued operations because the respective Local Partnerships were classified as assets held for sale or were sold. As of September 30, 2010, Cloisters, Arlington-Rodeo and Homestead II were classified as discontinued operations on the consolidated balance sheets. As of March 31, 2010, Homestead II, Rolling Green, Opa-Locka and Cloisters were classified as discontinued operations on the consolidated balance sheets.

Consolidated Balance Sheets:

	September 30, 2010		March 31, 2010
Assets
Property and equipment – less accumulated depreciation of $4,549,535 and $2,238,886, respectively	$	2,531,004	$	2,606,404
Cash and cash equivalents		356,292		18,806
Cash held in escrow		203,951		96,533
Deferred costs, net of accumulated amortization of $92,659 and $90,269, respectively		2,138		4,528
Other assets		164,589		47,348
Total assets	$	3,257,974	$	2,773,619

Liabilities
Mortgage notes payable	$	6,652,895	$	3,129,354
Accounts payable		436,750		184,224
Accrued interest payable		2,298,686		496,971
Security deposit payable		91,822		71,657
Due to local general partners and affiliates		566,746		525,270
Due to general partners and affiliates		83,750		55,000
Total liabilities	$	10,130,649	$	4,462,476

The following table summarizes the results of operations of the Local Partnerships that are classified as discontinued operations. For the three and six months ended September 30, 2010, Cloisters, which was sold during the six months ended September 30, 2010, and Arlington-Rodeo and Homestead II, which were classified as assets held for sale, were all classified as discontinued operations in the consolidated financial statements. For the three and six months ended September 30, 2009, Rolling Green, which was sold during the six months ended September 30, 2009, Homestead II and Opa-Locka, which were classified as assets held for sale, Harbor Court, which was sold during the year ended March 31, 2008, and Cloisters and Arlington-Rodeo, in order to present comparable results to the six months ended September 30, 2010, 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

September 30, 2010

(Unaudited)

Consolidated Statements of Discontinued Operations:

	Three Months Ended September 30,					Six Months Ended September 30,
	2010		2009*			2010		2009*
Revenues
Rental income	$	293,955	$	2,008,927		$	558,201	$	4,001,940
Other		11,616		9,828			26,668		33,470
Gain (loss) on sale of properties		747,298		0			747,298		(49,060	)
Total revenue		1,052,869		2,018,755			1,332,167		3,986,350
Expenses
General and administrative		97,491		409,303			158,001		947,651
General and administrative-related parties (Note 2)		20,801		22,383			37,768		42,653
Repairs and maintenance		104,715		315,654			188,783		667,732
Operating and other		31,599		143,196			73,169		396,427
Real estate taxes		26,014		215,390			52,723		432,494
Insurance		40,528		160,841			76,071		314,069
Interest		71,301		380,679			143,485		764,212
Depreciation and amortization		4,081		42,893			37,933		85,636
Total expenses		396,530		1,690,339			767,933		3,650,874
Income from discontinued operations	$	656,339	$	328,416		$	564,234	$	335,476
Noncontrolling interest in loss (income) of subsidiaries from discontinued operations		3,658,429		(759,829	)		3,663,525		(956,830	)
Income (loss) from discontinued operation – Independence Tax Credit Plus L.P.	$	4,314,768	$	(431,413	)	$	4,227,759	$	(621,354	)
Income (loss) from discontinued operation – limited partners	$	4,271,620	$	(427,099	)	$	4,185,481	$	(615,141	)
Number of BACs outstanding		76,786		76,786			76,786		76,786
Income (loss) from discontinued operations per weighted average BAC	$	55.63	$	(5.56	)	$	54.51	$	(8.01	)
* Reclassified for comparative purposes.

Cash Flows from Discontinued Operations:

	Six Months Ended September 30,
	2010			2009*
Net cash (used in) provided by operating activities	$	(153,161	)	$	927,408
Net cash provided by (used in) investing activities	$	1,720,232		$	(209,710	)
Net cash used in financing activities	$	(19,582	)	$	(148,527	)
* Reclassified for comparative purposes.

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INDEPENDENCE TAX CREDIT PLUS L.P.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

September 30, 2010

(Unaudited)

NOTE 7 – Commitments and Contingencies

a)	Going Concern Consideration

At September 30, 2010, the Partnership’s liabilities exceeded assets by $20,715,464 and for the six months ended September 30, 2010 incurred a net loss of $64,499. These factors raise substantial doubt about the Partnership’s ability to continue as a going concern. As discussed in Note 2, partnership management fees of approximately $4,489,000 will be payable out of sales or refinancing proceeds only to the extent of available funds after payments on all other Partnership liabilities have been made and after the Limited Partners have received a 10% return on their capital contributions. As such, the General Partner cannot demand payment of these deferred fees beyond the Partnership’s ability to pay them. In addition, where the Partnership has unpaid partnership management fees related to sold properties, such management fees have been written off and recorded as capital contributions. During the year ended March 31, 2010, the Partnership wrote off approximately $1,508,000 of such management fees.

At September 30, 2010, all of the mortgage payable balance of $22,650,950 and the accrued interest payable balance of $12,688,200 is of a nonrecourse nature and secured by the respective properties. The Partnership is currently in the process of developing a plan to dispose of all of its investments. Historically, the mortgage notes and accrued interest thereon have been assumed by the buyer in instances of sales of the Partnership’s interest or have been paid off from sales proceeds in instances of sales of the property. In most instances when the Partnership’s interest was sold and liabilities were assumed, the Partnership recognized a gain from the sale. The Partnership owns the limited partner interest in all its investments, and as such, has no financial responsibility to fund operating losses incurred by the Local Partnerships. The maximum loss the Partnership would incur is its net investment in the respective Local Partnerships. Dispositions of any investment in a Local Partnership should not impact the future results of liquidity and financial condition of the Partnership.

The Partnership has working capital reserves of approximately $1,271,000 at September 30, 2010. Such amount is considered sufficient to cover the Partnership’s day to day operating expenses, excluding fees to the General Partner, for at least the next year. The Partnership’s operating expenses, excluding the Local Partnerships’ expenses and related party expenses, amounted to approximately $69,000 and $92,000 for the three and six months ended September 30, 2010.

Management believes the above mitigating factors enable the Partnership to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

b)	Subsidiary Partnerships – Going Concern

Morrant Bay Limited Partnership (“Morrant Bay”)

Morrant Bay has been experiencing higher operating costs, attributable in part to escalating energy and repair costs. These conditions, in addition to regulatory rent restrictions imposed under HUD guidelines, has resulted in operating cash flow not meeting all current obligations as they become due. At June 30, 2010, current liabilities exceed current assets by approximately $423,000. 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. Currently, Morrant Bay is negotiating with the General Partner to redeem the Partnership’s interest in Morrant Bay for a nominal amount. There can be no assurance if or when such negotiations will result in a sale of the Partnership’s limited partnership interest.

The Partnership’s investment in Morrant Bay at September 30, 2010 and March 31, 2010 was reduced to zero as a result of prior years’ losses and the noncontrolling interest balance was approximately $(233,000) and $(231,000), respectively. Morrant Bay’s net loss after noncontrolling interest amounted to approximately $189,000 and $185,000 as of September 30, 2010 and 2009, respectively. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Boston Bay Limited Partnership (“Boston Bay”)

Boston Bay has been experiencing higher operating costs, attributable in part to escalating energy and repair costs. These conditions, in addition to regulatory rent restrictions imposed under HUD guidelines, has resulted in operating cash flow not meeting all current obligations as they become due. At June 30, 2010, current liabilities exceed current assets by approximately $228,000. 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. Currently, Boston Bay is negotiating with the General Partner to redeem the Partnership’s interest in Boston Bay for a nominal amount. There can be no assurance if or when such negotiations will result in a sale of the Partnership’s limited partnership interest.

The Partnership’s investment in Boston Bay at September 30, 2010 and March 31, 2010 was reduced to zero as a result of prior years’ losses and the noncontrolling interest balance was approximately $(90,000) and $(89,000), respectively. Boston Bay’s net loss after noncontrolling interest amounted to approximately $77,000 and $130,000 as of September 30, 2010 and 2009, respectively. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Other

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

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INDEPENDENCE TAX CREDIT PLUS L.P.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

September 30, 2010

(Unaudited)

There also are substantial risks associated with the operations of Apartment Complexes receiving government assistance. These include governmental regulations concerning tenant eligibility, which may make it more difficult to rent apartments in the Apartment Complexes; difficulties in obtaining government approval for rent increases; limitations on the percentage of income which low and moderate-income tenants may pay as rent; the possibility that Congress may not appropriate funds to enable the U.S. Department of Housing and Urban Development (“HUD”) to make the rental assistance payments it has contracted to make; and that when the rental assistance contracts expire there may not be market demand for apartments at full market rents in a Local Partnership’s Apartment Complex. HUD also restricts annual cash distributions to partners based on operating results and a percentage of the owner’s equity contribution. The Partnership cannot sell or substantially liquidate its investments in subsidiary partnerships during the period that the subsidy agreements are in existence without HUD’s approval.

The Local Partnerships are impacted by inflation in several ways. Inflation allows for increases in rental rates generally to reflect the impact of higher operating and replacement costs. Furthermore, inflation generally does not impact the fixed long-term financing under which real property investments were purchased. Inflation also affects the Local Partnerships adversely by increasing operating costs, such as fuel, utilities, and labor.

c)	Uninsured Cash and Cash Equivalents

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

d)	Cash Distributions

Cash distributions from the Local Partnerships to the Partnership are restricted by the provisions of the respective partnership agreements of the Local Partnerships and HUD based on operating results and a percentage of the owner’s equity contribution. Such cash distributions are typically made from surplus cash flow.

e)	Tax Credits

The Partnership and BACs holders began to recognize Tax Credits with respect to an Apartment Complex when the Credit Period for such Apartment Complex commenced. As of December 31, 2007, all Credit Periods expired. However, each Local Partnership must continue to comply with the Tax Credit requirements until the end of the fifteen-year compliance period (“Compliance Period”) in order to avoid recapture of the Tax Credits. The Compliance Periods will continue through December 31, 2013 with respect to the Properties depending upon when the Tax Credit Periods commenced.

f)	Property Management Fees

Property management fees incurred by the subsidiary partnerships amounted to $124,102 and $182,999 and $244,031 and $377,186 for the three and six months ended September 30, 2010 and 2009, respectively. Of these fees, $124,102 and $111,112 and $244,031 and $220,229 were incurred to affiliates of the general partners of the Local Partnerships which includes $18,926 and $18,633 and $34,018 and $35,153 of fees relating to discontinued operations for the three and six months ended September 30, 2010 and 2009, respectively.

g)	Subsequent Event

On October 19, 2010, the Partnership entered into an assignment and assumption agreement to sell its limited partnership interest in 655 North Street Limited Partnership (“Catholic- Presbyterian”) to the Local General Partner for a sales price of $259,362. The sale is expected to be consummated during the fourth quarter of 2010. As of June 30, 2010 Catholic-Presbyterian had property and equipment, at cost, of approximately $9,358,000, accumulated depreciation of approximately $5,891,000 and mortgage debt of approximately $4,284,000. There can be no assurance of the timing of such sale or that the sale will be consummated.

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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. The Partnership is currently in the process of developing a plan to dispose of all of its investments. It is anticipated that the process will continue to take a number of years. During the six months ended September 30, 2010, one Local Partnership sold its property and the related assets and liabilities. Through September 30, 2010, five Local Partnerships have sold their property and the related assets and liabilities, the Partnership has sold its limited partnership interest in thirteen Local Partnerships and one Local Partnership transferred the deed to the property and related assets and liabilities of such Local Partnership. In addition, as of September 30, 2010, one Local Partnership has entered into an agreement to sell its property and the related assets and liabilities and the Partnership has entered into an agreement to sell its limited partnership interest in one Local Partnership (see Note 5 in Item 1). Subsequently, the Partnership entered into an assignment an assumption agreement to sell its limited partnership interest in one Local Partnership (see Note 7g in Item 1). 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 BACs holders their original investment. All gains and losses on sales are included in discontinued operations.

Short-Term

The Partnership’s primary sources of funds included: (i) working capital reserves; (ii) interest earned on the working capital reserves; (iii) cash distributions from operations of the Local Partnerships; and (iv) sales proceeds and distributions. Such funds are available to meet the obligations of the Partnership. The Partnership does not anticipate providing cash distributions to BACs holders in circumstances other than refinancing or sales. Cash distributions received from the Local Partnerships, as well as the working capital reserves referred to above have been minimal but will be used towards the future operating expenses of the Partnership. During the six months ended September 30, 2010 and 2009, distributions from the sale of properties and their related assets and liabilities amounted to approximately $254,000 and $0, respectively. The Partnership does not anticipate being able to make distributions sufficient to return to BACs holders their original capital contributions.

Cash and cash equivalents of the Partnership and its consolidated subsidiary partnerships increased approximately ($32,000) during the six months ended September 30, 2010, due to proceeds from sale of properties of approximately ($1,800,000) and a decrease in cash held in escrow of approximately ($51,000), which exceeded net cash used in operating activities of approximately ($383,000), costs paid relating to sale of properties of approximately ($56,000), repayments of mortgage notes of ($415,000) and a decrease in capitalization of consolidated subsidiaries attributable to noncontrolling interests of approximately ($966,000). Included in the adjustments to reconcile the net loss to net cash used in operating activities are depreciation and amortization ($641,000) and gain on sale of properties ($747,000).

Total expenses from operations for the three and six months ended September 30, 2010 and 2009, excluding depreciation and amortization, interest and general and administrative-related parties, totaled $1,244,845 and $1,223,233 and $2,606,668 and $2,638,121, respectively.

Accounts payable from operations as of September 30, 2010 and March 31, 2010 were $483,917 and $1,139,138, respectively. Accounts payable are short term liabilities which are expected to be paid from operating cash flows, working capital balances at the Local Partnership level, Local General Partner advances and in certain circumstances advances from the Partnership. Accounts payable from discontinued operations totaled $436,750 and $184,224 as of September 30, 2010 and March 31, 2010, respectively. Accrued interest payable from operations as of September 30, 2010 and March 31, 2010 was $10,389,514 and $11,600,608, 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. Accrued interest payable from discontinued operations totaled $2,298,686 and $496,971 as of September 30, 2010 and March 31, 2010, respectively. The Partnership anticipates the payment of accrued interest on the secondary loans (which make up the majority of the accrued interest payable amount owed and which have been accumulating since the Partnership’s investment in the respective Local Partnership) will be made from future refinancings or sales proceeds of the respective Local Partnerships. In addition, 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.

Because the provisions of the secondary loans defer the payment of accrued interest of the respective Local Partnerships, the Partnership believes it (and the applicable Local Partnerships) 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, assuming the General Partner continues to defer the payment of fees as discussed below and in Note 2 to the Financial Statements, the Partnership believes it 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.

The Partnership’s unconsolidated working capital reserve at September 30, 2010 was approximately $1,271,000.

Long-Term

Partnership management fees owed to the General Partner amounting to approximately $4,489,000 and $4,555,000 were accrued and unpaid as of September 30, 2010 and March 31, 2010, respectively, and are included in the line item titled Due to general partners and affiliates on the Consolidated Balance Sheets. During the year ended March 31, 2010, the General Partner deemed the unpaid partnership management fees related to sold properties uncollectible and the Partnership wrote off approximately $1,508,000, resulting in a non-cash General Partner contribution of the same amount. Unpaid partnership management fees for any year are to be deferred without interest and will be payable out of sales or refinancing proceeds only to the extent of available funds after payments on all Partnership liabilities have been made other than to those owed to the General Partner and its affiliates, and after the Limited Partners have received a 10% return on their capital contributions.

All other amounts included in Due to General Partner and affiliates are expected to be paid, if at all, from working capital reserves. See Item 1, Note 2 for further discussion of amounts due to the General Partner and its affiliates. Going forward, the General Partner does not anticipate advancing any operating funds to any of the Local Partnerships in which the Partnership has invested. Even if a situation arose where the General Partner and its affiliates needed to but were not able to make operating advances in the future due to lack of funds, the only impact on the Partnership would be that it would lose its investment in that particular Local Partnership. The Partnership’s ability to continue its operations would not be affected.

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

For a discussion of contingencies affecting certain Local Partnerships, see Item 1, Note 7. Since the maximum loss the Partnership would be liable for is its net investment in the respective subsidiary partnerships, the resolution of the existing contingencies is not anticipated to impact future results of operations, liquidity or financial condition in a material way. However, the Partnership’s loss of its investment in a Local Partnership may also result in recapture of Tax Credits if the investment is lost before expiration of the fifteen-year compliance period (“Compliance Period”).

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

Management is not aware of any trends or events, commitments or uncertainties, which have not otherwise been disclosed, that will or are likely to impact liquidity in a material way. Management believes the only impact would be from laws that have not yet been adopted. The portfolio is diversified by the location of the Properties around the United States so that if one area of the country is experiencing downturns in the economy, the remaining Properties in the portfolio may be experiencing upswings. However, the geographic diversification of the portfolio may not protect against a general downturn in the national economy. The Partnership had fully invested the proceeds of its Offering 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 Compliance Periods commenced.

Off-Balance Sheet Arrangements

The Partnership has no off-balance sheet arrangements.

Tabular disclosure of Contractual Obligations

The Partnership discloses in Item 7 of the Partnership’s Annual Report on Form 10-K for the year ended March 31, 2010, the Partnership’s commitments to make future payments under its debt agreements and other contractual obligations. There are no material changes to such disclosure or amounts as of September 30, 2010.

Fair Value Measurements

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

The carrying amount approximates fair value.

Mortgage Notes Payable

	At September 30, 2010				At March 31, 2010
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
LIABILITIES:
Mortgage notes	$	22,650,950	$	19,734,228	$	23,065,605	$	19,275,709

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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, 2010.

Property and Equipment

Property and equipment to be held and used are carried at cost which includes the purchase price, acquisition fees and expenses, construction period interest and any other costs incurred in acquiring the Properties. The cost of property and equipment is depreciated over their estimated useful lives using accelerated and straight-line methods. Expenditures for repairs and maintenance are charged to expense as incurred; major renewals and betterments are capitalized. At the time property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are eliminated from the assets and accumulated depreciation accounts and the profit or loss on such disposition is reflected in earnings. The Partnership complies with ASC 360, Property, Plant and Equipment (“ASC 360”). A loss on impairment of assets is recorded when management estimates amounts recoverable through future operations and sale of the Property on an undiscounted basis is below depreciated cost. At that time, Property investments themselves are reduced to estimated fair value (generally using discounted cash flows) when the Property is considered to be impaired and the depreciated cost exceeds estimated fair value.

At the time management commits to a plan to dispose of assets, said assets are adjusted to the lower of carrying amount or fair value less costs to sell. These assets are classified as property and equipment-held 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 September 30, 2010 (see Note 5 in Item 1).

During the six months ended September 30, 2010, the Partnership has not recorded any loss on impairment of assets. Through September 30, 2010, the Partnership has recorded approximately $24,418,000 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 six months ended September 30, 2010 and 2009 consisted primarily of the results of the Partnership’s investment in Local Partnerships. The following discussion excludes the Partnership’s results of its discontinued operations, which are not reflected below.

Rental income increased approximately 4% and 6% for the three and six months ended September 30, 2010 as compared to the corresponding periods in 2009, primarily due to decreases in vacancies and annual rent increases at several Local Partnerships.

Other income decreased approximately $21,000 and $28,000 for the three and six months ended September 30, 2010 as compared to the corresponding periods in 2009, primarily due to a decrease in tenant fees charged at one Local Partnership and a decrease in interest income due to a decrease in the amount of cash being invested at the Partnership level, partially offset by an increase in tenant fees charged at a second Local Partnership.

Total expenses, excluding general and administrative-related parties, remained fairly consistent with a decrease of approximately 1% for both the three and six months ended September 30, 2010 as compared to the corresponding periods in 2009.

General and administrative – related parties expenses decreased approximately $136,000 and $194,000 for the three and six months ended September 30, 2010 as compared to the corresponding periods in 2009, primarily due to a decrease in partnership management fees at the Partnership level due to sale of properties, partially offset by an increase in property management fees incurred at several Local Partnerships.

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, 2010, the fair value of the mortgage notes payable. There are no material changes to such disclosure or amounts as of September 30, 2010.

- 16 -

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

Item 4.

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) Changes in Internal Controls over Financial Reporting. During the period ended September 30, 2010, there were no changes in the Partnership’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Partnership’s internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1.	Legal Proceedings. – None

Item 1A.	Risk Factors. – No Changes

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

Item 3.	Defaults upon Senior Securities. – None

Item 4.	(Removed and Reserved).

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)

- 18 -

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.

(Registrant)

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



			By:	INDEPENDENCE ASSOCIATES GP LLC,
				a General Partner



Date:	November 12, 2010			By:	/s/ Robert A. Pace
					Robert A. Pace
					Chief Financial Officer and Principal Accounting Officer



Date:	November 12, 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