Liberty Tax Credit Plus L.P. Responds to Tender Offer.

NEW YORK -- Please replace the release with the following corrected version due to multiple revisions.

The corrected release reads:

LIBERTY TAX CREDIT PLUS L.P. RESPONDS TO TENDER OFFER

Liberty Tax Credit Plus L.P. ("Liberty") responded today as follows to an unsolicited tender offer (the "Offer") by MacKenzie Patterson Fuller, Inc. ("MacKenzie"), SCM Special Fund, LLC and Sutter Opportunity Fund III, LLC (collectively, the "Offerors") to purchase up to 799 units, or approximately 4.9% of the outstanding limited partnership units, of Liberty at a price of $50 per unit, less certain reductions to that purchase price as described in the Offerors' written tender offer materials dated September 15, 2005 (the "Offering Materials").

The Offerors are not affiliated with Liberty or its general partner. The Offerors did not provide Liberty with a copy of the Offering Materials at or prior to the time they commenced the Offer. Liberty learned of the Offer only after certain unit holders contacted Liberty to inquire about the Offer and Liberty thereafter obtained a copy of the Offering Materials.

Liberty expresses no opinion and is neutral with respect to whether or not unit holders should tender their units in response to the Offer. As Liberty has previously disclosed to its unit holders, Liberty is in the process of liquidating its portfolio of investments in other limited partnerships. It is uncertain at this time how much money, if any, will be realized by Liberty and its unit holders from the liquidation of Liberty's investments. Liberty has not prepared itself or received from any third party any valuations of its investments. Accordingly, Liberty takes no position on whether or not the Offer and its purchase price are attractive or unattractive to unit holders from an economic point of view.

Nevertheless, the Offer contains certain misstatements of material fact and there are other facts that unit holders may wish to consider in deciding whether or not to tender their units in response to the Offer. Liberty urges its unit holders to consider the following:

First, the Offering Materials incorrectly state: "The general partner has given no indication when the partnership will be liquidated. Therefore, if the general partner's past actions are any indication of the future, investors may not see liquidity for some time." Those statements are untrue. In its July 2005 letter to all unit holders, which accompanied Liberty's Annual Report for the fiscal year ended March 15, 2005, Liberty informed unit holders of recent sales of Liberty's investments, which resulted in a distribution by Liberty to unit holders of $120 per unit in April 2005, and further stated:

"The General Partner continues to actively work with the local general partners to pursue other potential purchasers for the remaining properties. It is anticipated to take approximately three years for the Partnership to liquidate its entire portfolio."

Second, the Offer raises certain questions about its potential impact on Liberty's tax status for federal income tax purposes. Liberty is currently treated, and has since its inception been treated, as a partnership and a pass-through entity for federal income tax purposes -- a tax status that is desirable and beneficial to Liberty and its investors. That beneficial tax status might be lost, and Liberty might be taxed as a corporation, if it were deemed to be a "publicly traded partnership" within the meaning of the Internal Revenue Code and certain regulations promulgated by the Internal Revenue Service. It is uncertain whether or not the Offer, if consummated, might cause Liberty to be deemed a "publicly traded partnership." Accordingly, Liberty will not permit any units to be transferred pursuant to the Offer unless and until the Offerors provide Liberty with (i) an opinion of counsel that the Offer will not result in Liberty being deemed to be a "publicly traded partnership" for federal income tax purposes and (ii) an agreement to indemnify Liberty, its general partner and its unit holders for any loss or liability relating to any adverse tax consequences arising from the Offer. This legal opinion and indemnity must be in a form and content satisfactory to Liberty and its counsel.

Third, the Assignment Form and proposed transfer documentation included with the Offering Materials are inconsistent with Liberty's long-established practices, procedures and documentation necessary for unit holders to transfer their units. Accordingly, the Offerors' Assignment Form and proposed transfer documentation will not be accepted by Liberty and units will not be transferred based on the Offerors' proposed documentation. The Offerors and any unit holder wishing to sell his, her or its units must each complete Liberty's standard transfer and subscription documentation in accordance with Liberty's standard practices and procedures. Among other things, each selling unit holder must individually sign each of Liberty's required transfer documents. Pursuant to Liberty's well-established practices and procedures, Liberty does not accept and, and will not accept in connection with the Offer, signatures by persons other than the selling unit holder who purport to act based on a power of attorney executed by the unit holder. Persons who wish to sell their units to the Offerors should contact Liberty and request its standard transfer documentation.

Fourth, the Offer does not afford tendering unit holders withdrawal or proration rights and states that units "will be purchased on a first-come, first-buy basis." Liberty believes that such terms are highly coercive and unfair to unit holders and may be in violation of the federal securities laws.

Fifth, the Offer in its entirety may be in violation of the federal securities laws. Persons making a tender offer who, after the consummation of the offer, will directly or indirectly own more than 5% of a class of securities are required under federal law to provide significantly more information and disclosures to unit holders than the Offering Materials provide and to provide tendering unit holders with full withdrawal and proration rights during the entire time the tender offer remains open, which, as noted above, the Offer does not provide. While the Offer by its terms seeks approximately 4.9% of Liberty's outstanding units, Liberty is unable at this time to determine whether the Offerors and their affiliates will own more than 5% of Liberty's units after consummation of the Offer.

In particular, there are certain facts and circumstances that suggest that the Offerors may be acting as part of an undisclosed group, within the meaning of the federal securities laws, with an individual who is currently a unit holder of Liberty (the "Current Unit Holder"). If the Offerors and the Current Unit Holder are acting as a group, then collectively the existing holdings of the Current Unit Holder combined with the units sought by the Offerors would exceed the 5% threshold. Under such circumstances, the Offer would be in violation of the federal securities laws and the Offerors should have provided unit holders with additional information about themselves and the Offer and the Offer should have included full withdrawal and proration rights.

Liberty does not currently have sufficient information to know whether or not the Offerors and the Current Unit Holder are acting as a group within the meaning of the federal securities laws. Among other things that suggest that they may be acting as a group are: (1) the Current Unit Holder obtained from the Internal Revenue Service a copy of Liberty's federal income tax return, which includes the names and addresses of Liberty's unit holders, and gave that information to the Offerors to help them mail the Offering Materials to unit holders; (2) the Current Unit Holder made a request to inspect Liberty's books and records shortly before the commencement of the Offer and designated MacKenzie, one of the Offerors, as his representative for inspecting the books and records; (3) the general counsel of MacKenzie has described the Current Unit Holder as "a competitor/joint venturer" with MacKenzie; and (4) there appear to be other relationships and dealings between the Offerors or their affiliates and the Current Unit Holder. The Current Unit Holder is also subject to a consent decree enjoining him from violating the federal securities laws and engaging in certain mini-tender offers that resolved a prior action brought by the Securities and Exchange Commission against him which alleged that the Current Unit Holder had made "fraudulent mini-tender offers." Liberty, through its counsel, has asked both the Offerors and the Current Unit Holder to disclose the precise nature of their relationship and to inform Liberty of any agreements between the Offerors and the Current Unit Holder respecting Liberty and its securities, but neither the Offerors nor the Current Unit Holder has yet provided this requested information. If Liberty hereafter obtains additional information such that its counsel is of the opinion that the Offer does violate any applicable federal or state securities laws, then Liberty, in accordance with the terms of its Partnership Agreement, will not permit the transfer of any units pursuant to the Offer.

Each unit holder should consult with his, her or its own investment, tax and legal advisors in deciding whether or not to tender units in response to the Offer. As a precaution to make sure that any tendering unit holder is aware of the disclosures contained in this press release, Liberty will require, as a condition to processing transfer requests, each tendering unit holder to sign a written statement acknowledging that they are aware of and understand the disclosures contained in this press release and that they wish to proceed with the sale of their units to the Offerors anyway.

Certain statements in this press release may constitute forward- looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These statements are based on management's current expectations and beliefs and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. These risks and uncertainties are detailed in Liberty Tax Credit Plus L.P.'s Annual Report on Form 10-K for the period ended March 15, 2005, and in its other filings with the Securities and Exchange Commission. Such forward-looking statements speak only as of the date of this press release. Liberty Tax Credit Plus L.P. expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in Liberty Tax Credit Plus L.P.'s expectations with regard thereto or change in events, conditions, or circumstances on which any such statement is based.