UNITED STATES OF AMERICA
                                     Before the 
                          SECURITIES AND EXCHANGE COMMISSION

     Securities Act of 1933 
     Release No.  7425 / June 25, 1997

     Securities Exchange Act of 1934 
     Release No. 38773 / June 25, 1997 

     Accounting and Auditing Enforcement
     Release No.   929 / June 25, 1997

     Administrative Proceeding
     File No. 3-9340
     In the Matter of 

     NATIONAL PARTNERSHIP INVESTMENTS CORPORATION; NATIONAL PARTNERSHIP
     EQUITIES,: INC.; NATIONAL CORPORATE TAX CREDIT FUND; CENTURY HILLCRESTE
     APARTMENT INVESTORS, L.P.; ALAN I. CASDEN; CHARLES H. BOXENBAUM; and BRUCE
     E. NELSON, Respondents.

     ORDER INSTITUTING PROCEEDINGS PURSUANT TO SECTION 8A OF THE SECURITIES ACT
     OF 1933 AND SECTIONS 15(b)(4) AND 21C OF THE SECURITIES EXCHANGE ACT OF
     1934, MAKING FINDINGS AND IMPOSING REMEDIAL SANCTIONS

                                          I.

          The Securities and Exchange Commission ("Commission") deems it
     appropriate and in the public interest that public administrative
     proceedings be, and hereby are, instituted pursuant to Section 8A of the
     Securities Act of 1933 ("Securities Act") and Sections 15(b)(4) and 21C of
     the Securities Exchange Act of 1934 ("Exchange Act") against National
     Partnership Investments Corporation ("NAPICO"); National Partnership
     Equities, Inc. ("NPEI"); National Corporate Tax Credit Fund (the "Corporate
     Fund"); Century HillCreste Apartment Investors, L.P. ("HillCreste"); Alan
     I. Casden; Charles H. Boxenbaum; and Bruce E. Nelson.


          NAPICO, NPEI, the Corporate Fund, HillCreste, Casden, Boxenbaum, and
     Nelson (collectively "Respondents") have submitted Offers of Settlement
     which the Commission has determined to accept.  Solely for the purposes of
     these proceedings and any other proceedings brought by or on behalf of the
     Commission or in which the Commission is a party, Respondents, without
     admitting or denying any of the findings, except that Respondents admit the
     jurisdiction of the Commission over them and with respect to the matters
     set forth herein, consent to the issuance of this Order Instituting
     Proceedings Pursuant to Section 8A of the Securities Act of 1933 and
     Sections 15(b)(4) and 21C of the Securities Exchange Act of 1934, Making
     Findings and Imposing Remedial Sanctions.  

                                         II.

          On the basis of this Order and Respondents' Offers of Settlement, the






     Commission makes the following findings:<(1)>

     A.  RESPONDENTS

          1.   NAPICO is a California corporation, beneficially owned by Casden. 
     In the past ten years, NAPICO has served as general partner in thirteen
     public and seven private partnerships, which have raised in the aggregate
     over $950,000,000 from approximately 38,000 individual investors and
     ninety-five corporate investors.  Typically, these partnerships invest
     directly or indirectly in real estate projects.  This proceeding concerns
     one public partnership (HillCreste) and one private corporate partnership
     (the Corporate Fund).

          2.   NPEI, a NAPICO subsidiary whose employees are also employees of
     NAPICO, is a broker-dealer registered with the Commission pursuant to
     Section 15(b) of the Exchange Act.  At various times, NPEI has engaged in
     the solicitation of investments in NAPICO-sponsored funds and has entered
     into agreements with other broker-dealers to help effect those
     solicitations.  For the Corporate Fund offering, NPEI entered into an
     agreement with another broker-dealer firm (the "co-placement agent"), which
     served as co-placement agent for the offering.  NPEI and the other broker-
     dealer firm obtained all subscriptions to the Corporate Fund.  

          3.   The Corporate Fund is a NAPICO-sponsored and controlled real
     estate limited partnership.  From 1991 through 1993, the Corporate Fund
     offered and sold its limited partnership units in a private placement
     pursuant to the safe harbor provisions of Regulation D.  The initial phase
     of that offering, which was subject to a provision in the Corporate Fund's
     private placement memorandum requiring a minimum total subscription of $5
     million before escrow could be broken, occurred in June 1992. 

          4.   HillCreste, a NAPICO-sponsored and controlled partnership, raised
     $72,580,000 in a public offering to acquire and operate a 315-unit
     apartment building in Los Angeles, California.  Until 1996, HillCreste's
     apartment building was managed by Mayer Management, Inc., a California
     corporation beneficially owned by Casden.

          5.   Casden, 51, is Vice Chairman of the Board of Directors of NAPICO. 
     He is also the 100% beneficial owner of NAPICO and Mayer Management, Inc. 

          6.   Boxenbaum, 67, is Chairman of the Board of Directors and Chief
     Executive Officer of NAPICO.  At all relevant times, he was a registered
     representative of NPEI.

          7.   Nelson, 46, is President and a Director of NAPICO.  At all
     relevant times, he was a registered representative of NPEI.

                              

          <(1)>     The findings  herein are made pursuant  to Respondents'
                    Offers of Settlement  and are not binding on  any other
                    person or entity in this or any other proceeding.

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     B.   THE CORPORATE FUND OFFERING

          In September 1991, the Corporate Fund commenced a private offering of
     its limited partnership units pursuant to the safe harbor provisions of
     Regulation D.  The Corporate Fund was formed to invest in multifamily
     housing complexes that qualified for low-income housing federal income tax
     credits.  Pursuant to the private placement memorandum, a minimum sale of
     five units, priced at $1 million each (if financed), was required to
     accomplish the offering's initial closing and to break escrow.  Boxenbaum
     and Nelson, who held securities broker licenses, solicited investors for
     the Corporate Fund through NAPICO's broker-dealer subsidiary, NPEI.

          By early 1992, NPEI and the co-placement agent had not yet obtained
     subscriptions for the five units needed to accomplish the initial closing
     of the Corporate Fund.  In June of 1992, a subscription was submitted by an
     Arizona building construction corporation (the "Construction Company"),
     which was, at that time, employed as a contractor on an apartment complex
     owned indirectly by another NAPICO-sponsored partnership.  The Construction
     Company had insufficient assets to qualify as an investor under the terms
     stated in the Corporate Fund private placement memorandum and did not have
     the financial ability to pay for an investment in the Corporate Fund. 
     Prior to the Construction Company's subscription to the Corporate Fund
     offering, NAPICO accelerated the release of a capital contribution and
     authorized the placement of a third-party mortgage on another apartment
     complex, the proceeds of which were distributed to an affiliate of the
     Construction Company.  A portion of those proceeds were lent by the
     affiliate to the Construction Company, which used the money to partially
     fund its subscription to the Corporate Fund.  The Construction Company
     subsequently repaid the loan from the affiliate with funds related to its
     work on another apartment complex owned indirectly by a NAPICO-sponsored
     partnership.

          As a condition to the initial closing of the Corporate Fund offering,
     NPEI was required to certify that all investors met the qualifications
     stated in the Corporate Fund private placement memorandum.  NAPICO was also
     required to certify compliance with federal securities laws.  Although they
     were aware of the release of the capital contribution and the third-party
     mortgage described in the previous paragraph and of information suggesting
     that the Construction Company was not a qualified investor, and without
     making or directing an investigation to confirm that the Construction
     Company was qualified as a Corporate Fund investor, Boxenbaum and Nelson
     signed the requisite certifications on behalf of NPEI and NAPICO. 
     Thereafter, Nelson instructed the escrow bank to disburse the offering
     proceeds.   

          Subsequent closings for the Corporate Fund occurred in January 1993
     and September 1993, increasing gross proceeds from the offering to approx-
     imately $67,312,500.  Casden, Boxenbaum and Nelson caused these closings to
     occur even though the offering documents distributed to potential investors
     subsequent to the initial closing contained no disclosure relating to the
     transactions described previously.


                              ======END OF PAGE 3======






     C.   CENTURY HILLCRESTE

          HillCreste, a NAPICO-sponsored and controlled partnership, obtained
     $72,580,000 in a 1988 public offering to acquire and operate a 315-unit
     apartment building in Los Angeles, California.  The HillCreste prospectus
     generally prohibited: 1) the commingling of HillCreste funds with those of
     any other entity; 2) loans from HillCreste to NAPICO or its affiliates; and
     3) the use of HillCreste funds in any manner other than for the exclusive
     benefit of HillCreste. 

          Mayer Management, a company beneficially owned by Casden, was the
     property manager for HillCreste, as well as a number of other properties. 
     Mayer Management paid HillCreste's expenses out of its Master Disbursement
     Trust Account (the "MDTA").  In theory, the MDTA was to be run as an
     imprest (or zero-balance) account, against which a single check would be
     drawn to cover all expenses owed to a given vendor by the various
     properties managed by Mayer Management, with each such property reimbursing
     the MDTA its share of the expenses.  Beginning in September 1991 and
     continuing at least through the second quarter of 1993, Mayer Management
     caused HillCreste to maintain material positive balances in the MDTA that
     over-funded HillCreste's share of the expenses to be paid from the MDTA and
     were used to pay the expenses of other rental properties that were managed
     by Mayer Management, including properties syndicated by entities affiliated
     with Casden or NAPICO.

          Hillcreste's Commission filings did not disclose that HillCreste was
     maintaining material positive balances in the MDTA that were used to pay
     the expenses of properties that were also managed by Mayer Management,
     including properties syndicated by entities affiliated with Casden or
     NAPICO, and that HillCreste had improperly recorded those positive balances
     as cash assets of HillCreste.

     D.   LEGAL ANALYSIS

          1.   Violations of Section 10(b) and Rule 10b-9 in Connection with the
               Fund Offering

          Pursuant to Rule 10b-9, it is a violation of Section 10(b) of the
     Exchange Act to represent that a security is being sold as part of an all-
     or-nothing or part-or-nothing ("minimum-maximum") offering, unless all
     investors' funds will be promptly returned in the event that the designated
     amount of proceeds is not actually received by a specified date.  The
     purpose of this rule is to ensure that those who invest in a venture under
     the condition that it will not go forward unless adequately capitalized are
     not at risk of losing their investment if that condition is not met.  See
     generally Robbins, "All or None Offerings," 19 Rev. Sec. and Commod. Reg.
     59 (1986).  Rule 10b-9 also provides investors the protection of knowing
     "that unless [their] judgment to take the risk is shared by enough others
     to sell out the issue, [their] money will be returned."  SEC v. Blinder,
     Robinson & Co., Inc., 542 F. Supp. 468, 476 (D. Colo. 1982), aff'd, Fed.
     Sec. L. Rep. (CCH)   99.491 (10th Cir. 1983), cert. denied, 105 S. Ct. 783
     (1985).  Accord, In re Gallagher & Co., Sec. Act Rel. No. 29244, 48 SEC

                              ======END OF PAGE 4======






     Doc. 1759 (May 29, 1991).

          As interpreted by the Commission, Rule 10b-9 requires that "all the
     securities required to be placed are sold in bona fide transactions." 
     Exch. Act Rel. No. 11532 (July 11, 1975), Fed. Sec. L. Rep. (CCH)   22,730. 
     That release further states that "non-bona fide sales" are sales "designed
     to create the appearance of a successful completion of the offering, such
     as purchases by the issuer through nominee accounts..."  See  Svalberg v.
     SEC, 876 F.2d 181, 183 (D.C. Cir. 1989); SEC v. Coven, 581 F.2d 1020, 1028
     (2d Cir. 1978), cert. denied, 441 U.S. 928 (1979); SEC v. Electronics
     Warehouse, Inc., 689 F. Supp. 53 (D. Conn. 1988).  Once the all-or-none or
     part-or-none representation has been made, it may not be circumvented by
     transactions primarily designed to create the appearance of a successful
     offering in order to avoid the refund feature of the offering.  SEC v.
     Coven, 581 F.2d 1020 (2d Cir. 1978).

          By accepting a subscription from the Construction Company in the
     manner described previously, NAPICO and the Corporate Fund violated Section
     10(b) of the Exchange Act and Rule 10b-9 thereunder.  Casden, Boxenbaum and
     Nelson, each of whom was instrumental in causing escrow to be broken for
     the initial phase of the offering, knew or should have known that the final
     subscription did not come from a bona fide investor.  Each was, therefore,
     a cause of the violations by NAPICO and the Corporate Fund of Section 10(b)
     and Rule 10b-9 thereunder.

          2.   Violations of Sections 17(a)(2) and (3) of the Securities Act in
               Connection with the Corporate Fund

          Sections 17(a)(2) and (3) of the Securities Act prohibit material
     misrepresentations and omissions in connection with the offer or sale of
     securities.  NAPICO and the Corporate Fund violated these provisions when
     they failed to disclose, during the pendency of the Corporate Fund
     offering, that one subscription to the initial phase of the offering was
     not made by a qualified investor and, thus, the initial closing did not
     occur in compliance with the requirements of the Corporate Fund private
     placement memorandum.

          Casden, Boxenbaum and Nelson, each of whom was in a position to
     influence the content of Corporate Fund disclosure on this issue, knew or
     should have known that such disclosure was required.  Each, therefore,
     caused the violations by NAPICO and the Corporate Fund of Sections 17(a)(2)
     and (3) of the Securities Act.

          3.   Violations of Section 15(c)(2) of the Exchange Act and Rule 15c2-
               4 thereunder in Connection with the Corporate Fund

          Section 15(c)(2) of the Exchange Act and Rule 15c2-4 thereunder
     prohibit, with respect to an offering with a stated minimum investment to
     close, the disbursement of funds from escrow until that minimum investment
     has been obtained.  These provisions are violated when a broker instructs
     the escrow bank to disburse the offering proceeds when the minimum stated
     investment has not been obtained.  C.E. Carlson, Inc. v. SEC, 859 F.2d

                              ======END OF PAGE 5======






     1429, 1436 (10th Cir. 1988).

          NPEI instructed the escrow bank to disburse the offering proceeds even
     though a non-qualified subscription was one of those used to meet the
     Corporate Fund's minimum investment requirement.  Accordingly, NPEI
     violated Section 15(c)(2) and Rule 15c2-4 thereunder.  

          4.   Violations of Sections 17(a)(2) and (3) of the Securities Act and
               Section 13(a) of the Exchange Act and Rules 13a-1, 13a-13 and
               12b-20 thereunder in Connection with the HillCreste Periodic
               Reports

          A registrant violates Section 13(a) and Rules 13a-1 and 13a-13 when
     its annual or quarterly reports contain materially false or misleading
     information.  Financial statements incorporated in Commission filings that
     do not comply with generally accepted accounting principles ("GAAP") are
     presumed to be misleading.  Regulation S-X, Item 4-01(a).  Additionally,
     Rule 12b-20 requires that a registrant's periodic reports contain all
     information necessary to ensure that the statements made in them are not
     materially misleading.  False or misleading disclosure in Commission
     filings also violates Section 17(a)(2) and (3) of the  Securities Act.

          The audited financial statements contained in HillCreste's Commission
     filings on Form 10-K and the unaudited financial statements contained in
     HillCreste's filings on Form 10-Q from 1991 through 1993 failed to comply
     with GAAP because they misclassified as cash assets funds which should have
     been recorded as related-party receivables as described above.  GAAP
     requires financial statement disclosure of related party transactions. 
     Statement of Financial Accounting Standards No. 57.  See also Regulation S-
     K, Items 404(a) and (c).   

          Regulation S-K, Item 303(a) requires that each registrant provide, in
     its annual reports on Form 10-K, management discussion and analysis of,
     among other things, "any known trends or any known demands, commitments,
     events or uncertainties that will result in or are reasonably likely to
     result in the registrant's liquidity increasing or decreasing in any
     material way."  HillCreste violated the reporting provisions by failing to
     disclose in its Commission filings that the partnership's cash was used to
     pay the expenses of other properties that were managed by Mayer Management,
     including properties syndicated by entities affiliated with Casden or
     NAPICO.  SEC v. Doug Frank Development Corp., SEC Lit. Rel. No. 7611 (Oct.
     14, 1976); In the Matter of Franchard Corp., Sec. Act Rel. No. 33-4710
     (July 31, 1964). 

            Casden was in a position to influence the content of HillCreste's
     disclosure and knew or should have known that HillCreste's Commission
     filings were materially false and misleading, as described above.  By
     permitting HillCreste to file such periodic reports, Casden caused
     HillCreste's violations of Sections 17(a)(2) and (3) of the Securities Act
     and Section 13(a) of the Exchange Act and Rules 13a-1, 13a-13 and 12b-20
     thereunder.


                              ======END OF PAGE 6======






          5.   Violations of Sections 13(b)(2)(A) and (B) of the Exchange Act of
     1934

          Section 13(b)(2)(A) of the Exchange Act requires, in pertinent part,
     that issuers make and keep books, records and accounts which, in reasonable
     detail, accurately and fairly reflect the transactions of the issuer and
     dispositions of its assets.  Section 13(b)(2)(B) of the Exchange Act
     requires, in pertinent part, that issuers devise and maintain a system of
     internal accounting controls sufficient to provide reasonable assurances
     that transactions are recorded as necessary to permit preparation of
     financial statements in conformity with GAAP and any other criteria
     applicable to such statements.

          HillCreste violated Section 13(b)(2)(A) of the Exchange Act by
     recording the excess funds in the MDTA as cash rather than as related party
     receivables.  HillCreste also violated Section 13(b)(2)(B) of the Exchange
     Act by failing to adopt and maintain a system of internal controls
     reasonably designed to assure that its transactions would be accurately
     recorded and would allow the preparation of its financial statements in
     conformity with GAAP.
      
          Casden knew or should have known that HillCreste was recording excess
     funds deposited in the MDTA as cash when HillCreste should have been
     classifying those excess funds as related party receivables.  Casden's
     failures to take sufficient steps to ensure that internal controls were
     adequate caused HillCreste's violations of these provisions.

                                        III. 

          Based upon the foregoing, the Commission finds that:

          A.   In connection with the Corporate Fund offering:  NAPICO and the
               Corporate Fund violated Sections 17(a)(2) and (3) of the
               Securities Act and Section 10(b) of the Exchange Act and Rule
               10b-9 thereunder; Casden, Boxenbaum, and Nelson caused NAPICO's
               and the Corporate Fund's violations of Sections 17(a)(2) and (3)
               of the Securities Act and Section 10(b) of the Exchange Act and
               Rule 10b-9 thereunder; and NPEI willfully <(2)> violated
               Section 15(c)(2) of the Exchange Act and Rule 15c2-4 thereunder;

          B.   In connection with HillCreste's Forms 10-K and Forms 10-Q for the
               period September 30, 1991 through June 30, 1993:  HillCreste
               violated Sections 17(a)(2) and (3) of the Securities Act, and
               Sections 13(a), 13(b)(2)(A) and (B) of the Exchange Act and Rules
               13a-1, 13a-13 and 12b-20 thereunder; and Casden caused
                              

          <(2)>     "Willfully" as used in  this Order means  intentionally
                    committing  the  act which  constitutes  the violation.
                    There is  no requirement that  the actor also  be aware
                    that he  is violating one  of the Rules  or the Acts.  
                    See Tager v. SEC, 344 F.2d 5, 8 (2d Cir. 1965).

                              ======END OF PAGE 7======






               HillCreste's violations of Sections 17(a)(2) and (3) of the
               Securities Act, and Sections 13(a), 13(b)(2)(A) and (B) of the
               Exchange Act and Rules 13a-1, 13a-13 and 12b-20 thereunder; and

          C.   It is appropriate and in the public interest to impose the
               sanctions consented to in the Offers submitted by NAPICO, NPEI,
               the Corporate Fund, HillCreste, Casden, Boxenbaum and Nelson.

          Accordingly, IT IS HEREBY ORDERED that:

          A.   NAPICO, the Corporate Fund, Boxenbaum and Nelson cease and desist
               from committing or causing any violations and any future
               violations of Sections 17(a)(2) and (3) of the Securities Act and
               Section 10(b) of the Exchange Act and Rule 10b-9 thereunder; and
               that NPEI cease and desist from committing or causing any
               violations and any future violations of Section 15(c)(2) of the
               Exchange Act and Rule 15c2-4 thereunder;

          B.   HillCreste cease and desist from committing or causing any
               violations and any future violations of Sections 17(a)(2) and (3)
               of the Securities Act, and Sections 13(a), 13(b)(2)(A) and (B) of
               the Exchange Act and Rules 13a-1, 13a-13 and 12b-20 thereunder; 

          C.   Casden cease and desist from committing or causing any violations
               of, and committing or causing any future violations of, Sections
               17(a)(2) and (3) of the Securities Act, Sections 13(a),
               13(b)(2)(A) and (B) of the Exchange Act and Rules 13a-1, 13a-13
               and 12b-20 thereunder, and Section 10(b) of the Exchange Act and
               Rule 10b-9 thereunder;

          D.   NPEI shall comply with the following undertakings:

               1.   That within five (5) days of the date of this Order, NPEI
                    shall employ an independent consultant with experience in
                    broker-dealer compliance matters, and not unacceptable to
                    the Commission's staff;

               2.   That within sixty (60) days of the date of this Order, NPEI
                    shall cause the independent consultant:

                    a.   To complete a review of NPEI's compliance and
                         supervisory policies, practices and procedures;

                    b.   To formulate policies, practices and procedures
                         designed to prevent and detect possible violations of
                         the federal securities laws involving the sale and
                         distribution of securities by the firm and its
                         registered representatives in connection with any
                         offering with which NPEI is associated; 

                    c.   To prepare a report which details the policies,
                         procedures and practices specified in Section

                              ======END OF PAGE 8======






                         III.D.2.b. above (the "Report"); and

                    d.   To deliver the Report to the President of NPEI and
                         counsel for the Commission.

               3.   That within ten (10) days of NPEI's receipt of the Report:

                    a.   NPEI shall adopt, implement and maintain any and all
                         policies, practices and procedures set forth in the
                         Report; and

                    b.   NPEI shall submit an affidavit to counsel for the
                         Commission setting forth the details of its adoption,
                         implementation and maintenance of the policies,
                         practices and procedures set forth in the Report.

          E.   NPEI pay a civil monetary penalty, pursuant to Section 21B of the
               Exchange Act, in the amount of $100,000.  Such payment shall be
               made within five business days of the date of this Order and
               shall be: (a) made by United States postal money order, certified
               check, bank cashier's check or bank money order; (b) made payable
               to the U.S Treasury; (c) hand-delivered to the Comptroller,
               Securities and Exchange Commission, 6432 General Green Way,
               Alexandria, VA 22312, and; (d) submitted under cover letter that
               identifies the Respondents in these proceedings, the file number
               of these proceedings and the Commission's 



























                              ======END OF PAGE 9======






               case number (HO-2768), a copy of which cover letter and money
               order or check will be sent to Gary N. Sundick, Associate
               Director, Division of Enforcement, SEC, 450 Fifth St., N.W., Mail
               Stop 8-1, Washington, D.C., 20549.


     By the Commission.



                                        Jonathan G. Katz
                                        Secretary









































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