UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   Form 10-KSB/A No. 1
(Mark One)
[X] ANNUAL  REPORT UNDER SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE ACT OF
1934


                 For the fiscal year ended December 31, 2004

[ ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934


             For the transition period from _________to _________

                         Commission file number 0-18541

                       NATIONAL TAX CREDIT PARTNERS, L.P.
                 (Name of small business issuer in its charter)

         California                                              95-3906167
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

                          55 Beattie Place, PO Box 1089
                        Greenville, South Carolina 29602
                    (Address of principal executive offices)

                    Issuer's telephone number (864) 239-1000

        Securities registered under Section 12(b) of the Exchange Act:

                                      None

        Securities registered under Section 12(g) of the Exchange Act:

                            Limited Partnership Units
                                (Title of class)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days.
Yes X  No___

Check if there is no disclosure  of delinquent  filers in response to Item 405
of  Regulation  S-B  contained  in  this  form,  and  no  disclosure  will  be
contained,  to the best of the Partnership's  knowledge in definitive proxy or
information  statements  incorporated  by  reference  in Part III of this Form
10-KSB or any amendment to this Form 10-KSB.  [X]

State issuer's revenues for its most recent fiscal year.  None

State the aggregate  market value of the voting  partnership  interests  held by
non-affiliates  computed  by  reference  to the price at which  the  partnership
interests  were sold,  or the average bid and asked  prices of such  partnership
interests as of December 31, 2004. No market exists for the limited  partnership
interests of the Registrant,  and,  therefore,  no aggregate market value can be
determined.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      NONE

<PAGE>
                                EXPLANATORY NOTE

This document  amends the Form 10-KSB for the annual  period ended  December 31,
2004 to  reflect  the  correction  of an  error  in the  Report  of  Independent
Registered  Public  Accounting  Firm. The auditors  opinion as originally  filed
incorrectly  referenced  reliance on the reports of other auditors.  The revised
Report of  Independent  Registered  Public  Accouting Firm deletes the incorrect
reference.

<PAGE>

The matters discussed in this report contain certain forward-looking statements,
including, without limitation, statements regarding future financial performance
and the effect of government  regulations.  Actual results may differ materially
from those described in the forward-looking statements and will be affected by a
variety of risks and factors including,  without limitation:  national and local
economic  conditions;  the terms of  governmental  regulations  that  affect the
Registrant and interpretations of those regulations; the competitive environment
in which the Registrant operates;  financing risks, including the risk that cash
flows from operations may be insufficient to meet required payments of principal
and interest;  real estate risks, including variations of real estate values and
the general  economic  climate in local markets and  competition  for tenants in
such markets;  litigation,  including  costs  associated  with  prosecuting  and
defending  claims  and  any  adverse   outcomes,   and  possible   environmental
liabilities.   Readers  should  carefully  review  the  Registrant's   financial
statements and the notes thereto,  as well as the risk factors  described in the
documents  the  Registrant  files  from  time to time  with the  Securities  and
Exchange Commission.

                                     PART I

ITEM 1.  Description of Business

National Tax Credit Partners,  L.P. ("NTCP" or the  "Partnership")  is a limited
partnership  formed under the laws of the State of  California on March 7, 1989.
The  Partnership  was formed to invest  primarily in other limited  partnerships
(the "Local  Partnerships")  which own or lease and operate  multifamily housing
complexes that are eligible for low-income  housing tax credits,  or in certain,
cases, historic rehabilitation tax credits ("Tax Credits").  The general partner
of the Partnership (the "General Partner") is National  Partnership  Investments
Corp. ("NAPICO"),  a California corporation.  The special limited partner of the
Partnership  (the "Special  Limited  Partner")  was  PaineWebber  T.C.,  Inc., a
Delaware  corporation.  During the year ended  December  31,  2003,  the General
Partner  discovered that the Special Limited Partner was dissolved and therefore
in accordance with the Partnership Agreement, the capital balance of the Special
Limited Partner of approximately $1,000 was transferred to the limited partners.
The business of the Partnership is conducted primarily by NAPICO.

 The  Partnership  originally  registered  14,000  units,  consisting  of 28,000
Limited  Partnership  Interests  ("LPI"),  and warrants to purchase a maximum of
14,000  Additional  Limited  Partnership  Interests  ("ALPI").  The  term of the
offering expired in June 1990, at which date the Partnership  raised $59,749,000
from  the  sale  of  16,336  LPI  and  warrants  representing  7,563  ALPI.  The
Partnership  shall  continue in full force and effect  until  December 31, 2029,
unless terminated prior to that, pursuant to the partnership agreement or law.

On December 3, 2001, Casden Properties Inc., entered into a merger agreement and
certain other  transaction  documents with  Apartment  Investment and Management
Company ("AIMCO"), a publicly traded real estate investment trust and certain of
its  subsidiaries,  pursuant to which, on March 11, 2002,  AIMCO acquired Casden
Properties, Inc. and its subsidiaries, including 100% of the outstanding capital
stock of NAPICO. Prior to March 11, 2002, Casden Properties, Inc. owned a 95.25%
economic  interest  in  NAPICO,  with the  balance  owned by  Casden  Investment
Corporation, ("CIC"). CIC, which is wholly owned by Alan I. Casden, owned 95% of
the voting common stock of NAPICO prior to March 11, 2002.

In general,  an owner of a  low-income  housing  apartment  complex  ("Apartment
Complex") is entitled to receive  Housing Tax Credits in each year of a ten-year
period (the  "Credit  Period").  The  Apartment  Complex is subject to a 15-year
compliance period (the "Compliance Period") to preserve the Housing Tax Credits.
In addition to the Housing Tax Credits,  tax credits are  available  for certain
rehabilitation  expenditures incurred in improving certified historic structures
("Historic  Tax  Credits," and together with Housing Tax Credits are referred to
as "Tax Credits").  Tax Credits are available to the Limited  Partners to reduce
their federal income tax liability.  The ability of a Limited Partner to utilize
Tax Credits or allocated  losses may be restricted by the passive  activity loss
limitation and the general business tax credit limitation rules. NTCP invests in
Local  Partnerships  that each own an Apartment Complex that is eligible for (i)
Housing Tax Credits or (ii) in certain cases,  Historic Tax Credits and, in some
cases,  both.  Several of the Local  Partnerships  also benefit from  government
programs promoting low or moderate income housing.

The  Partnership's  investments in Local  Partnerships  are subject to the risks
incident to the management and ownership of multifamily residential real estate.
Neither the Partnership's  investments nor the Apartment  Complexes owned by the
Local  Partnerships  will be readily  marketable,  and there can be no assurance
that the Partnership will be able to dispose of its Local Partnership Interests,
or that the  Local  Partnerships  will be able to  dispose  of  their  Apartment
Complexes,  at the end of the Compliance  Period. The value of the Partnership's
investments   will  be  subject  to  changes  in  national  and  local  economic
conditions,  including  substantial  unemployment,  which could adversely impact
vacancy levels,  rental payment defaults and operating expenses.  This, in turn,
could  substantially  increase  the risk of operating  losses for the  Apartment
Complexes and the Partnership.  The Apartment  Complexes will be subject to loss
through  foreclosure.  In addition,  each Local  Partnership is subject to risks
relating  to  environmental  hazards  which  might be  uninsurable.  Because the
Partnership's  ability to control its operations  will depend on these and other
factors  beyond  the  control  of the  General  Partner  and the  local  general
partners,  there can be no assurance that the  Partnership's  operations will be
profitable  or that the  anticipated  Tax Credits  will be  available to Limited
Partners.

The  Partnership  does not have any  employees.  Services are  performed for the
Partnership by the General Partner and agents retained by it.

The  Apartment  Complexes  owned by the  Local  Partnerships  in which  NTCP has
invested  were  developed by the Local  Operating  General  Partners (the "Local
Operating  General  Partners") who acquired the sites and applied for applicable
mortgages and subsidies,  if any. NTCP became the principal  limited  partner in
these Local  Partnerships  pursuant to arm's-length  negotiations with the Local
Operating  General  Partners.  As  a  limited  partner,   NTCP's  liability  for
obligations of the Local Partnership is generally limited to its investment. The
Local Operating General Partner of the Local Partnership retains  responsibility
for developing, constructing,  maintaining, operating and managing the Apartment
Complex. Under certain circumstances,  an affiliate of NAPICO or NTCP may act as
the Local  Operating  General  Partner.  An affiliate,  National Tax Credit Inc.
("NTC")  or  another  affiliate,  is  acting as a  non-managing,  administrative
general partner or special limited partner of each Local Partnership.

In order to stimulate  private  investment  in low income  housing,  the federal
government  and  certain  state and local  agencies  have  provided  significant
ownership  incentives,   including  among  others,   interest  subsidies,   rent
supplements,  and mortgage insurance, with the intent of reducing certain market
risks and  providing  investors  with  certain tax  benefits,  plus limited cash
distributions  and the  possibility of long-term  capital  gains.  There remain,
however,  significant  risks.  The long-term nature of investments in government
assisted housing limits the ability of NTCP to vary its portfolio in response to
changing  economic,  financial and investment  conditions;  such investments are
also subject to changes in local economic circumstances and housing patterns, as
well as rising operating costs, vacancies, rent collection difficulties,  energy
shortages and other factors  which have an impact on real estate  values.  These
projects also require greater management expertise and may have higher operating
expenses than conventional housing projects.

Laws  benefiting   disabled  persons  may  result  in  the  Local  Partnerships'
incurrence of unanticipated expenses.  Under the Americans with Disabilities Act
of 1990,  or ADA,  all places  intended to be used by the public are required to
meet certain Federal requirements related to access and use by disabled persons.
Likewise,  the Fair Housing Amendments Act of 1988, or FHAA,  requires apartment
properties  first  occupied  after  March  13,  1990  to be  accessible  to  the
handicapped.  These  and  other  Federal,  state  and  local  laws  may  require
modifications to the Local Partnership's  properties, or restrict renovations of
the properties.  Noncompliance with these laws could result in the imposition of
fines or an award of damages to private  litigants  and also could  result in an
order to correct any  non-complying  feature,  which could result in substantial
capital  expenditures.  Although  the General  Partner  believes  that the Local
Partnership's   properties  are   substantially   in  compliance   with  present
requirements,  the Local Partnerships may incur unanticipated expenses to comply
with the ADA and the FHAA.

The following is a schedule of the occupancy  status as of December 31, 2004 and
2003, of the Apartment  Complexes owned by Local Partnerships in which NTCP is a
limited partner.

                    SCHEDULE OF PROJECTS OWNED BY LOCAL PARTNERSHIPS
                             IN WHICH NTCP HAS AN INVESTMENT
                                    DECEMBER 31, 2004
<TABLE>
<CAPTION>

                                              Units
                                          Amortized For  Percentage of   Percentage of
                                              Rental      Total Units     Total Units
                                No. of    Assistance        Occupied       Occupied
                                             Under
     Name and Location          Units       Section 8         2004           2003

Apple Tree
<S>                               <C>                         <C>             <C>
Brigham City, UT                  24            --            95%             99%

ComFed Qualified
Omaha, NE                        116            --            92%             92%

Countryview/Columbus (A)
Canal Winchester, OH             152            --            50%             65%

Dickens (A)
Chicago, IL                       34            34            95%             97%

Genoa Plaza
Genoa City, WI                    48            --            52%             85%

Glenark
Woonsocket, RI                    67            --            99%             98%

Grand Meadows
Grand Blanc, MI                   64            --            89%             88%

Grinnell Park
Grinnell, IA                      24            24            74%             88%

Kimberly Court
Seward, AK                        24            --            92%             87%

Mountain View - I (B)
Sante Fe, NM                      120            --            96%            92%

Mountain View - II (B)
Sante Fe, NM                      159            28            97%            95%

North Liberty
North Liberty, IA                  24            24            77%            91%

Rolling Hills
Santoga, PA                       232           232            99%           100%

Summit I - Wallace
Philadelphia, PA                   17            --            98%           100%

Summit II - Bergdoll
Philadelphia, PA                    9            --            92%            98%

Summit III - Chandler
Philadelphia, PA                   25            --            96%            90%

Torres de Plata I
Toa Alta, PR                       72            --            75%            92%

Tyrone Elderly
Tyrone, PA                        100           100            93%            96%

Vinton/Park School
Omaha, NE                          44            --            42%            72%

TOTAL                           1,355           442

(A) Property sold subsequent to December 31, 2004.

(B) Limited Partnership interest sold subsequent to December 31, 2004.
</TABLE>
<PAGE>

Ownership Percentages

The following table details the Partnership  ownership  percentages of the Local
Partnerships  and the cost of acquisition of such  ownership.  All interests are
limited partner  interests.  Also included is the total mortgage  encumbrance on
each property for each of the Local Partnerships as of December 31, 2004.
<TABLE>
<CAPTION>

                                                                Original
                                                                Cost of
                                             NTCP Percentage    Ownership    Mortgage
Partnership Name                                Interest         Interest      Notes
                                                                   (in thousands)
<S>                                                <C>        <C>            <C>
Apple Tree                                         99%        $    224       $    874
Countryview/Columbus                                5%           3,110          3,064
Dickens                                            99%             554          1,197
Genoa Plaza                                        20%             362          1,303
Glenark                                            5%            3,200            (A)
Grand Meadows                                    98.90%          1,585          1,798
Grinnell Park                                      99%             192            579
Kimberly Court                                     99%             323          1,451
Mountain View-I                                  18.99%          1,655          2,976
Mountain View-II                                 18.99%          2,192          3,964
North Liberty                                      99%             144            586
Rolling Hills                                      99%             185          4,056
Summit I                                           99%           1,550            (A)
Summit II                                          99%             603            (A)
Summit III                                         99%           1,985            (A)
Torres de Plata I                                  99%             620         2,960
Tyrone Elderly                                     99%             850         2,538
Vinton/Park School                                 99%           1,147            (A)
Total - December 31, 2004                                      $20,481       $27,346
</TABLE>

(A) Information is not available.

The Partnership also has a 2.5% ownership interest in Comfed Qualified.

ITEM 2.    Description of Properties

See  "Item  1.  Description  of  Business"  for the  real  estate  owned  by the
Partnership  through  the  ownership  of limited  partnership  interest in Local
Partnerships.

ITEM 3.    Legal Proceedings

The  General  Partner  is  involved  in  various  other  lawsuits  arising  from
transactions  in the ordinary  course of business.  In the opinion of management
and the General Partner, the claims will not result in any material liability to
the Partnership.

ITEM 4.    Submission of Matters to a Vote of Security Holders

No  matters  were  submitted  to a vote  of the  limited  partners  through  the
solicitation of proxies or otherwise during the quarter ended December 31, 2004.


<PAGE>





                                     PART II

     ITEM 5. Market for the Registrant's Partnership Interests and Related
                               Partnership Matters

The Limited  Partnership  Interests  ("LPI") are not traded on a public exchange
but were sold through a public offering managed by PaineWebber Incorporated.  It
is not  anticipated  that any active public market will develop for the purchase
and sale of any Limited  Partnership  Interest,  therefore  an  investor  may be
unable to sell or otherwise  dispose of his or her interest in the  Partnership.
Limited Partnership Interests may not be transferred but can be assigned only if
certain requirements in the Partnership Agreement are satisfied. At December 31,
2004,  there  were  3,667  registered  holders  of  23,899  Limited  Partnership
Interests  in  NTCP.   The   Partnership   was  not  designed  to  provide  cash
distributions  to Limited  Partners in  circumstances  other than refinancing or
disposition   of  its   investments   in  Local   Partnerships   and  then  such
distributions, if any, may be limited. Distributions have not been made from the
inception of the Partnership to December 31, 2004.

AIMCO  and  its  affiliates  owned  437  limited  partnership  interests  in the
Partnership  representing  1.83% of the  outstanding  interests  at December 31,
2004.  It is  possible  that AIMCO or its  affiliates  will  acquire  additional
limited  partnership  interests  in the  Partnership  in exchange  for cash or a
combination  of  cash  and  units  in  AIMCO  Properties,  L.P.,  the  operating
partnership  of AIMCO,  either  through  private  purchases  or  tender  offers.
Pursuant to the  Partnership  Agreement,  unitholders  holding a majority of the
limited  partnership  interests  are  entitled to take action with  respect to a
variety of matters,  that  include,  but are not  limited to,  voting on certain
amendments  to the  Partnership  Agreement  and  voting  to remove  the  General
Partner.  Although  the General  Partner  owes  fiduciary  duties to the limited
partners of the  Partnership,  the General Partner also owes fiduciary duties to
AIMCO as its sole stockholder.  As a result,  the duties of the General Partner,
as general  partner,  to the Partnership and its limited  partners may come into
conflict  with  the  duties  of  the  General  Partner  to  AIMCO  as  its  sole
stockholder.

ITEM 6.    Management's Discussion and Analysis or Plan of Operation

This item should be read in conjunction with the financial  statements and other
items contained elsewhere in this report.

The General  Partner  monitors  developments in the area of legal and regulatory
compliance.  For example,  the  Sarbanes-Oxley  Act of 2002 mandates or suggests
additional compliance measures with regard to governance,  disclosure, audit and
other areas.  In light of these changes,  the  Partnership  expects that it will
incur higher expenses related to compliance.

Liquidity and Capital Resources

It is not expected that any of the Local  Partnerships  in which the Partnership
invested will generate cash from operations  sufficient to provide distributions
to the Limited Partners. Such cash from operations,  if any, would first be used
to meet operating expenses of the Partnership. The Partnership's investments are
not  readily  marketable  and  may  be  affected  by  adverse  general  economic
conditions  which, in turn, could  substantially  increase the risk of operating
losses for the Apartment Complexes,  the Local Partnerships and the Partnership.
These  problems  may result  from a number of factors,  many of which  cannot be
controlled  by the  General  Partner.  The  Partnership's  cash  reserves  as of
December 31, 2004 were less than $1,000. In order to replenish the Partnership's
reserves,  the  Partnership  intends to generate  additional cash from sales and
refinancings of certain properties owned by Local Partnerships.
<PAGE>
Cash and cash  equivalents are on deposit with a financial  institution  earning
interest at market  rates.  Cash  equivalents  can be  converted to cash to meet
obligations  of the  Partnership  as they  arise.  The  Partnership  intends  to
continue investing available funds in this manner.

During the year ended December 31, 2003, the Partnership received  approximately
$1,970,000 in net proceeds from the sale of its interest in Terrace Gardens. The
gain on sale of  limited  partnership  interest  is  equal  to the net  proceeds
received as the  Partnership had no remaining  investment  related to this Local
Partnership.

During the year ended December 31, 2003, the Partnership received  approximately
$1,361,000 in net proceeds from the sale of its interest in Victorian  Park. The
gain on sale of  limited  partnership  interest  is  equal  to the net  proceeds
received as the  Partnership had no remaining  investment  related to this Local
Partnership.

Subsequent to December 31, 2004,  the  Partnership  sold its  remaining  limited
partnership  interests  in Mountain  View I and II for  approximately  $550,000.
After  applying  the  proceeds  received  against  advances  receivable  and the
Partnership's  investment  in  these  Local  Partnerships,  the  Partnership  is
expected to recognize a gain of approximately $404,000 during 2005.

Subsequent  to  December  31,  2004,  the Local  Operating  General  Partner  of
Countryview  Columbus sold the property to a third party. After the repayment of
the  mortgage   encumbering  the  property  and  accounts  payable,   the  Local
Partnership  repaid the Partnership for advances of  approximately  $66,000 made
subsequent to December 31, 2004 and approximately $206,000 made during 2004. The
Partnership had no investment in this Local Partnership at December 31, 2004.

The  Partnership  does not have the  ability  to  assess  Limited  Partners  for
additional capital contributions to provide capital if needed by the Partnership
or Local Partnerships.  Accordingly, if circumstances arise that cause the Local
Partnerships  to  require  capital  in  addition  to  that  contributed  by  the
Partnership and any equity of the local general partners,  the only sources from
which such capital  needs will be able to be  satisfied  (other than the limited
reserves  available  at the  Partnership  level)  will be (i)  third-party  debt
financing (which may not be available if, as expected,  the Apartment  Complexes
owned by the Local Partnerships are already substantially leveraged), (ii) other
equity sources (which could reduce the amount of Tax Credits being  allocated to
the Partnership,  adversely affect the Partnership's  interest in operating cash
flow and/or  proceeds of sale or  refinancing  of the  Apartment  Complexes  and
possibly even result in adverse tax  consequences to the Limited  Partners),  or
(iii) the sale or disposition of Apartment Complexes.  There can be no assurance
that any of such sources would be readily available in sufficient proportions to
fund the capital requirements of the Local Partnerships. If such sources are not
available,  the Local  Partnerships  would risk  foreclosure on their  Apartment
Complexes if they were unable to renegotiate  the terms of their first mortgages
and any  other  debt  secured  by the  Apartment  Complexes,  which  would  have
significant adverse tax consequences to the Limited Partners.

Results of Operations

The  Partnership,  as a limited  partner,  does not  exercise  control  over the
activities and  operations,  including  refinancing or selling  decisions of the
Local Partnerships.  Accordingly, the Partnership accounts for its investment in
the Local Partnerships using the equity method. Thus the individual  investments
are  carried  at cost plus the  Partnership's  share of the Local  Partnership's
losses and distributions and impairment charges.  However, since the Partnership
is not legally liable for the obligations of the Local  Partnerships,  or is not
otherwise  committed  to  providing  additional  support  to  them,  it does not
recognize losses once its investment in each of the Local  Partnerships  reaches
zero. Distributions from the Local Partnerships are accounted for as a reduction
of the  investment  balances  until the  investment  balance is reduced to zero.
Subsequent  distributions  received are recognized as income in the accompanying
statements  of  operations.  For those  investments  where the  Partnership  has
determined that the carrying value of its investments approximates the estimated
fair value of those investments, the Partnership's policy is to recognize equity
in  income  of the  Local  Partnerships  only  to the  extent  of  distributions
received,  and amortization of acquisition costs from those Local  Partnerships.
During the years ended  December 31, 2004 and 2003, the  Partnership  recognized
equity in loss of approximately $116,000 and $242,000,  respectively, from Local
Partnerships. During the years ended December 31, 2004 and 2003, the Partnership
recognized  amortization  of  acquisition  costs of  approximately  $15,000  and
$7,000,  respectively.  During the years ended  December 31, 2004 and 2003,  the
Partnership  did not  recognize  equity in loss of  approximately  $837,000  and
$1,286,000,  respectively,  as the  Partnership's  investment  in certain  Local
Partnerships had been reduced to zero.

At December 31, 2004, the investment  balance in 13 of the 19 Local Partnerships
had been reduced to zero.

The  Partnership's  revenues  consist  primarily  of interest  income  earned on
temporary investment of funds not required for investment in Local Partnerships.

An annual  management fee is payable to the General  Partner of the  Partnership
and is  calculated  at  0.5  percent  of the  original  invested  assets  of the
remaining  partnerships.  The management fee represents the annual recurring fee
which will be paid to the General  Partner for its continuing  management of the
Partnership's affairs. The fee is payable beginning with the month following the
Partnership's  initial investment in a Local  Partnership.  Management fees were
approximately  $299,000 and  $454,000 for the years ended  December 31, 2004 and
2003, respectively.  The decrease in the management fee is a result of the sales
of limited  partnership  interests  and the sales of  properties  owned by Local
Partnerships, which reduced the balance of the Partnership's invested assets.

Operating  expenses,  exclusive  of the  management  fee,  consist  of legal and
accounting  fees  for  services   rendered  to  the  Partnership,   general  and
administrative  expenses,  and  interest  expense on  advances  from the General
Partner.  Legal and accounting fees were approximately $110,000 and $142,000 for
the years ended December 31, 2004 and 2003, respectively.  The increase in legal
and accounting expenses is primarily due to costs associated with the litigation
involving  Blue Lake and Rose City  Village (as  discussed  below).  General and
administrative  expenses were  approximately  $73,000 and $122,000 for the years
ended  December  31, 2004 and 2003,  respectively.  The  decrease in general and
administrative  expenses is due to a decrease in the costs  associated  with the
preparation  and filing of the  Partnership's  quarterly  and  annual  financial
statements.

During the year ended  December 31, 2003 an impairment  charge of  approximately
$182,000 was recognized as a result of the  Partnership's  loss of investment in
Rose City Village (as discussed below).

At times,  advances are made to the Local  Partnerships in order to preserve the
ability to receive  applicable Tax Credits.  Advances made by the Partnership to
the  individual  Local  Partnerships  are considered  part of the  Partnership's
investment  in limited  partnerships.  Advances made to Local  Partnerships  for
which the investment has been reduced to zero are charged to expense. During the
year ended December 31, 2004,  approximately  $286,000 was advanced to the Local
Partnerships,  approximately  $71,000 of which was  recognized as expense on the
statements of operations included in "Item 7. Financial Statements".  During the
year ended December 31, 2003,  approximately  $416,000 was advanced to the Local
Partnerships,  of which approximately  $406,000 was recognized as expense on the
statements of operations included in "Item 7. Financial Statements".

In general, in order to avoid recapture of Tax Credits, the Partnership does not
expect that it will voluntarily  dispose of its Local  Partnership  Interests or
approve the sale by a Local  Partnership  of any Apartment  Complex prior to the
end of the applicable 15-year  Compliance Period (although earlier  dispositions
of Historic  Complexes  may occur).  Because of (i) the nature of the  Apartment
Complexes,  (ii) the  difficulty of predicting  the resale market for low-income
housing  15 or  more  years  in the  future,  and  (iii)  the  inability  of the
Partnership to directly  cause the sale of Apartment  Complexes by local general
partners, but generally only to require such local general partners to use their
respective best efforts to find a purchaser for the Apartment  Complexes,  it is
not possible at this time to predict  whether the  liquidation of  substantially
all of the Partnership's assets and the disposition of the proceeds,  if any, in
accordance  with  the  Partnership  Agreement  will be  able to be  accomplished
promptly at the end of the 15-year  Compliance Period. If a Local Partnership is
unable to sell an Apartment  Complex,  it is anticipated  that the local general
partner  will either  continue to operate  such  Apartment  Complex or take such
other actions as the local general  partner  believes to be in the best interest
of the Local Partnership.  In addition,  circumstances beyond the control of the
General  Partner may occur during the Compliance  Period which would require the
Partnership to approve the disposition of an Apartment  Complex prior to the end
of the Compliance Period.

The Partnership,  as a limited partner in the Local Partnerships in which it has
invested,  is subject to the risks  incident to the  management and ownership of
improved real estate. The Partnership's  investments are also subject to adverse
general  economic  conditions,  and  accordingly,  the  status  of the  national
economy,  including  substantial  unemployment and concurrent  inflation,  could
increase vacancy levels, rental payment defaults, and operating expenses,  which
in turn,  could  substantially  increase  the risk of  operating  losses for the
Apartment Complexes.

Blue Lake

Pursuant  to the  terms  of a loan  workout  relating  to the  Blue  Lake  Local
Partnership,  dated March 25, 1995 (the "Workout"), the Partnership was required
to contribute an additional  $266,841 to the Blue Lake Local  Partnership over a
ten year period. In exchange,  the debt service on the property was made payable
out of net cash flow. No payments were made since 1998 and a dispute arose as to
whether the Local Partnership was in default under the Workout.  During the year
ended December 31, 2003, the parties finalized the terms of a new agreement that
provided for the extinguishment of the aforementioned  liability while admitting
the lender's  affiliates to the Local Partnership as a 95% limited partner. As a
result,  the  Partnership  recognized  a gain on the  extinguishment  of debt of
approximately  $267,000 for the year ended December 31, 2003. In accordance with
the new  agreement,  the  Partnership  was  scheduled  to  retain  a 5%  limited
partnership  interest  until  2006,  at  which  time,  all of the  Partnership's
interests were scheduled to be conveyed to the remaining partners.  In May 2003,
the property was sold  without the consent or knowledge of the  Partnership  and
without  the  requisite  recapture  bond.  The  Partnership  has filed an action
against  the  general  partner  of  the  Local  Partnership.  The  Partnership's
investment  in the Blue Lake Local  Partnership  at December  31, 2004 was zero.
Under the terms of the Partnership Agreement,  the Partnership is not subject to
a liability to the limited  partners of the  Partnership  for the amounts of Tax
Credits  at risk of  recapture  as a result  of the  recapture  bond  not  being
obtained at the time of the sale of the property.  The limited  partners will be
responsible  for any tax credit  recapture  liability  on their  respective  tax
returns.

Summit I, II and III

The local  general  partner is  currently  attempting  to  negotiate  discounted
payments and/or payment plans for outstanding  property taxes and judgment liens
which,  if  unsuccessful,  could result in foreclosure  proceedings on all three
properties.  The Partnership's  investment in Summit I, Summit II and Summit III
is zero as of December 31, 2004.

Terrace Gardens

During  the year  ended  December  31,  2003,  the  Partnership  sold,  with the
requisite  recapture bond, its interest in Terrace  Gardens Limited  Partnership
and realized a gain of  approximately  $1,970,000.  The gain is equal to the net
proceeds  received  by the  Partnership  as  the  Partnership  had no  remaining
investment related to the Local Partnership.

Victorian Park

On May 16, 2003,  the  Partnership  sold,  with the  requisite  recapture  bond,
Victorian  Park  to  a  third  party.  The  Partnership  recognized  a  gain  of
approximately $1,361,000 during the year ended December 31, 2003, which is equal
to the net  proceeds  received  by the  Partnership  as the  Partnership  had no
remaining investment related to the Local Partnership.

Rose City Village

In May 2003,  the property owned by the Local  Partnership  was sold without the
consent or  knowledge of the  Partnership  and without the  requisite  recapture
bond.  As  a  result,   the   Partnership   recognized  an  impairment  loss  of
approximately  $182,000  during the year ended  December 31, 2003,  reducing the
investment  balance to zero.  The  Partnership  has filed an action  against the
general  partner of the Local  Partnership.  Under the terms of the  Partnership
Agreement, the Partnership is not subject to a liability to the limited partners
of the  Partnership  for the  amounts of Tax Credits at risk of  recapture  as a
result of the recapture  bond not being  obtained at the time of the sale of the
property.  The limited partners will be responsible for any tax credit recapture
liability  on their  respective  income  tax  returns.  The  Partnership  had no
investment in this Local Partnership at December 31, 2004.

Genoa Plaza

In June 2004, NTC, Inc.  withdrew as the Local Operating General Partner and was
simultaneously  re-admitted as a special limited partner.  The replacement local
operating general partner is not an affiliated party of the Partnership. In June
2004,  the  Partnership's  LP interest  was  reduced to 20% and an  unaffiliated
entity was admitted as the 79% limited  partner.  In accordance with this change
in local operating  general  partner,  the new local  operating  general partner
deposited  $10,000 into a reserve  account to be controlled by the  Partnership.
The funds in the reserve account are to be used to pay operating deficits during
the Tax Credit Compliance period. In addition at any time after January 1, 2005,
the new local operating  general partner has the right but not the obligation to
purchase the Local Partnership  property at the established fair market value or
purchase  the  Partnership's  and NTC,  Inc.'s  interest at a price equal to the
amount each would have received upon a sale of the Local Partnership property at
the established fair market value.

Paris Hotel

In November 2004, the Local Operating General Partner acquired the Partnership's
interest in the Local Partnership.  The Partnership had no remaining  investment
in this Local Partnership.

Other

AIMCO  and  its  affiliates  owned  437  limited  partnership  interests  in the
Partnership  representing  1.83% of the  outstanding  interests  at December 31,
2004.  It is  possible  that AIMCO or its  affiliates  will  acquire  additional
limited  partnership  interests  in the  Partnership  in exchange  for cash or a
combination  of  cash  and  units  in  AIMCO  Properties,  L.P.,  the  operating
partnership  of AIMCO,  either  through  private  purchases  or  tender  offers.
Pursuant to the  Partnership  Agreement,  unitholders  holding a majority of the
limited  partnership  interests  are  entitled to take action with  respect to a
variety of matters,  that  include,  but are not  limited to,  voting on certain
amendments  to the  Partnership  Agreement  and  voting  to remove  the  General
Partner.  Although  the General  Partner  owes  fiduciary  duties to the limited
partners of the  Partnership,  the General Partner also owes fiduciary duties to
AIMCO as its sole stockholder.  As a result,  the duties of the General Partner,
as general  partner,  to the Partnership and its limited  partners may come into
conflict  with  the  duties  of  the  General  Partner  to  AIMCO  as  its  sole
stockholder.

Recent Accounting Pronouncements

As of December 31, 2004,  the  Partnership  adopted FASB  Interpretation  No. 46
"Consolidation  of  Variable  Interest  Entities"  (or "FIN 46") and applied its
requirements to all Local  Partnerships in which the Partnership held a variable
interest. FIN 46 addresses the consolidation by business enterprises of variable
interest entities.  Generally,  a variable interest entity, or VIE, is an entity
with  one or  more  of the  following  characteristics:  (a)  the  total  equity
investment  at risk is not  sufficient  to  permit  the  entity to  finance  its
activities without additional subordinated financial support; (b) as a group the
holders of the equity  investment at risk lack (i) the ability to make decisions
about  an  entity's  activities  through  voting  or  similar  rights,  (ii) the
obligation  to absorb the expected  losses of the entity,  or (iii) the right to
receive the expected residual returns of the entity; or (c) the equity investors
have voting rights that are not  proportional  to their  economic  interests and
substantially all of the entity's activities either involve, or are conducted on
behalf of, an investor that has  disproportionately  few voting  rights.  FIN 46
requires a VIE to be consolidated in the financial statements of the entity that
is determined to be the primary  beneficiary of the VIE. The primary beneficiary
generally  is the  entity  that will  receive a majority  of the VIE's  expected
losses, receive a majority of the VIE's expected residual returns, or both.

Upon adoption of FIN 46, the Partnership  determined it held variable  interests
in nine VIE's for which the Partnership was not the primary  beneficiary.  Those
nine VIE's consist of Local  Partnerships in which the  Partnership  acquired an
interest  prior to the  adoption  of FIN 46 that  are  directly  engaged  in the
ownership and management of nine apartment properties with a total of 564 units.
The  Partnership  is  involved  with those  VIE's as a  non-controlling  limited
partner equity holder. The Partnership's maximum exposure to loss as a result of
its  involvement  with  unconsolidated  VIE's is  limited  to the  Partnership's
recorded   investments  in  and   receivables   from  those  VIE's,   which  was
approximately  $899,000 at December 31, 2004. The  Partnership may be subject to
additional  losses to the extent of any financial  support that the  Partnership
voluntarily  provides in the future.  Subsequent to December 31, 2004, one Local
Partnership classified as a VIE sold its investment property,  consisting of 152
units, and the Partnership lost its interest in the VIE.

Critical Accounting Policies and Estimates

A summary of the Partnership's  significant  accounting  policies is included in
"Note 1 - Organization and Summary of Significant  Accounting Policies" which is
included in the financial  statements  in "Item 7.  Financial  Statements".  The
General  Partner  believes that the  consistent  application  of these  policies
enables the  Partnership  to provide  readers of the financial  statements  with
useful and reliable  information about the  Partnership's  operating results and
financial condition.  The preparation of financial statements in conformity with
accounting  principles  generally  accepted in the United  States  requires  the
Partnership to make estimates and  assumptions.  These estimates and assumptions
affect  the  reported  amounts  of  assets  and  liabilities  at the date of the
financial statements as well as reported amounts of revenues and expenses during
the  reporting  period.  Actual  results  could  differ  from  these  estimates.
Judgments  and  assessments  of  uncertainties  are  required  in  applying  the
Partnership's  accounting policies in many areas. The Partnership  believes that
of its  significant  accounting  policies,  the  following  may involve a higher
degree of judgment and complexity.

Method of Accounting for Investments in Limited Partnerships

The  Partnership,  as a limited  partner,  does not  exercise  control  over the
activities and operations,  including  refinancing or selling decisions,  of the
Local Partnerships. Accordingly, the Partnership accounts for its investments in
the Local  Partnerships  using the equity method.  The  Partnership is allocated
profits and losses of the Local Partnerships based upon its respective ownership
percentage (between 5% and 99%). The Partnership is allocated profits and losses
and receives  distributions  from  refinancings and sales in accordance with the
Local Partnerships'  partnership agreements.  These agreements usually limit the
Partnership's  distributions to an amount  substantially less than its ownership
percentage in the Local Partnership.

The individual  investments are carried at cost plus the Partnership's  share of
the  Local  Partnership's  profits  less the  Partnership's  share of the  Local
Partnership's  losses,  distributions  and  impairment  charges.  See  "Item  7.
Financial  Statements,   Note  1  -  Organization  and  Summary  of  Significant
Accounting Policies" for a description of the impairment policy. The Partnership
is not legally liable for the obligations of the Local  Partnerships  and is not
otherwise  committed to provide additional support to them.  Therefore,  it does
not  recognize  losses  once its  investment  in each of the Local  Partnerships
reaches zero.  Distributions  from the Local Partnerships are accounted for as a
reduction of the investment  balance until the investment  balance is reduced to
zero.  When  the  investment  balance  has  been  reduced  to  zero,  subsequent
distributions  received are recognized as income on the accompanying  statements
of operations.

For those  investments  where the  Partnership  has determined that the carrying
value  of its  investments  approximates  the  estimated  fair  value  of  those
investments,  the  Partnership's  policy is to recognize equity in income of the
Local Partnerships only to the extent of distributions received and amortization
of acquisition costs from those Local Partnerships.  Therefore,  the Partnership
limits its recognition of equity earnings to the amount it expects to ultimately
realize.

<PAGE>

ITEM 7.    Financial Statements


NATIONAL TAX CREDIT PARTNERS, L.P.

LIST OF FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm

Balance Sheet - December 31, 2004

Statements of Operations - Years ended December 31, 2004 and 2003

Statements of Changes in Partners' Capital (Deficiency) - Years ended
December 31, 2004 and 2003

Statements of Cash Flows - Years ended December 31, 2004 and 2003

Notes to Financial Statements


<PAGE>






           Report of Independent Registered Public Accounting Firm


The Partners
National Tax Credit Partners, L.P.


We have audited the accompanying  balance sheet of National Tax Credit Partners,
L.P.  as of  December  31,  2004,  and the  related  statements  of  operations,
partners'  capital  (deficiency) and cash flows for each of the two years in the
period  ended   December  31,  2004.   These   financial   statements   are  the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial  statements based on our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  We were not engaged to perform an
audit of the Partnership's internal control over financial reporting.  Our audit
included  consideration of internal control over financial  reporting as a basis
for designing audit  procedures that are appropriate in the  circumstances,  but
not for the  purpose  of  expressing  an  opinion  on the  effectiveness  of the
Partnership's internal control over financial reporting. Accordingly, we express
no such opinion.  An audit also includes  examining,  on a test basis,  evidence
supporting the amounts and  disclosures in the financial  statements,  assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial position of National Tax Credit Partners,
L.P. at December 31, 2004,  and the results of its operations and its cash flows
for each of the two years in the period ended  December 31, 2004,  in conformity
with accounting principles generally accepted in the United States.



                                                          /s/Ernst & Young LLP
Greenville, South Carolina
April 14, 2005


                       NATIONAL TAX CREDIT PARTNERS, L.P.

                                  BALANCE SHEET

                                December 31, 2004
                                 (in thousands)


<TABLE>
<CAPTION>

                            Assets

<S>                                       <C>                                <C>
Investments in limited partnerships (Note 2)                                 $ 1,223
Restricted cash (Note 2)                                                          10
Advances to limited partnerships (Note 2)                                        215

       Total assets                                                          $ 1,448

         Liabilities and partners' capital (deficiency)

Liabilities:
   Accounts payable and accrued expenses                                       $ 124
   Due to General Partner (Note 3)                                               197
   Accrued fees due to affiliates (Note 3)                                       259
Contingencies (Note 5)

Partners' capital (deficiency)
   General partner                                                $ (510)

   Limited partners                                                1,378         868

       Total liabilities and partners' capital (deficiency)                  $ 1,448


                See Accompanying Notes to Financial Statements
</TABLE>



<PAGE>


                       NATIONAL TAX CREDIT PARTNERS, L.P.

                            STATEMENTS OF OPERATIONS
                    (in thousands, except per interest data)

<TABLE>
<CAPTION>

                                                                 Years Ended
                                                                 December 31,
                                                              2004         2003
   Revenues:
<S>                                                         <C>          <C>
     Interest income                                        $     --     $      7

   Operating expenses:
     Management fees - partners (Note 3)                         299          454
     Legal and accounting                                        110          142
     General and administrative (Note 3)                          73          122
     Interest (Note 3)                                             3           --
          Total operating expenses                               485          718

   Loss from Partnership operations                             (485)        (711)
   Gain on sale of limited partnership interests
     (Note 2)                                                     --        3,331
   Impairment loss (Note 2)                                       --         (182)
   Distributions from limited partnerships recognized
     as income (Note 2)                                           61          54
   Advances to limited partnerships charged to expense
     (Note 2)                                                    (71)        (406)
   Gain on extinguishment of debt (Note 2)                        --          267
   Equity in loss of limited partnerships and
     amortization of acquisition costs (Note 2)                 (131)        (249)

   Net (loss) income                                        $   (626)    $  2,104

   Net (loss) income allocated to general partner (1%)      $     (6)    $     21
   Net (loss) income allocated to limited partners (99%)        (620)       2,083
                                                            $   (626)    $  2,104

   Net (loss) income per limited partnership interest       $ (25.94)    $  87.16

                See Accompanying Notes to Financial Statements
</TABLE>


<PAGE>



                       NATIONAL TAX CREDIT PARTNERS, L.P.

           STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIENCY)

                     (in thousands, except interest data)
<TABLE>
<CAPTION>


                                     Special
                                      Limited      General        Limited
                                      Partner      Partner        Partners         Total

Partnership interests                                              23,899

Partners' capital (deficiency),
<S>         <C> <C>                  <C>           <C>            <C>           <C>
   December 31, 2002                 $     1       $ (525)        $   (86)      $  (610)

Abandonment of interest (Note 1)          (1)          --               1            --

 Net income for the year ended
   December 31, 2003                      --           21           2,083         2,104

Partners' capital (deficiency),
   December 31, 2003                      --         (504)          1,998         1,494

Net loss for the year ended
  December 31, 2004                       --           (6)           (620)         (626)

Partners' capital (deficiency),
  December 31, 2004                  $    --      $  (510)        $ 1,378      $    868

                See Accompanying Notes to Financial Statements
</TABLE>



<PAGE>



                       NATIONAL TAX CREDIT PARTNERS, L.P.

                            STATEMENTS OF CASH FLOWS

                                 (in thousands)

<TABLE>
<CAPTION>



                                                                         Years Ended
                                                                        December 31,
                                                                     2004           2003
Cash flows from operating activities:
<S>                                                                 <C>           <C>
  Net (loss) income                                                 $ (626)       $ 2,104
  Adjustments to reconcile net (loss) income to net cash
   used in operating activities:
     Gain on extinguishment of debt                                      --          (267)
     Equity in loss of limited partnerships and
      amortization of acquisition costs                                 131           249
     Advances to limited partnerships charged to expense                 71           406
     Impairment loss                                                     --           182
     Gain on sale of limited partnership interests                       --        (3,331)
     Changes in accounts:
      Restricted cash                                                   (10)           --
      Accrued fees due to affiliates                                    259        (2,654)
      Accounts payable and accrued expenses                              71           (12)
      Due to General Partner                                              3            --

         Net cash used in operating activities                         (101)       (3,323)

Cash flows from investing activities:
  Advances to limited partnerships                                     (286)         (416)
  Proceeds from sale of partnership interests                            --         3,331
  Repayment of advances to limited partnerships                          10            --
  Distributions from limited partnerships recognized as a
     reduction of investment balance                                     51             2
         Net cash (used in) provided by investing activities           (225)        2,917

Cash flows provided by financing activities:
 Advances from General Partner                                          194            --

Net decrease in cash and cash equivalents                              (132)         (406)
Cash and cash equivalents, beginning of year                            132           538

Cash and cash equivalents, end of year                               $ --          $ 132


                See Accompanying Notes to Financial Statements
</TABLE>



<PAGE>


                       NATIONAL TAX CREDIT PARTNERS, L.P.

                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2004

 Note 1 - Organization and Summary of Significant Accounting Policies

 Organization

 National Tax Credit  Partners,  L.P. (the  "Partnership")  was formed under the
California  Revised Limited  Partnership Act and organized on March 7, 1989. The
Partnership was formed to invest  primarily in other limited  partnerships  (the
"Local  Partnerships")  which own and operate multifamily housing complexes that
are  eligible  for low income  housing  tax credits  or, in certain  cases,  for
historic rehabilitation tax credits. The general partner of the Partnership (the
"General  Partner")  is National  Partnership  Investments  Corp.,  a California
corporation  ("NAPICO").  The special limited  partner of the  Partnership  (the
"Special Limited Partner") was PaineWebber  T.C., Inc., a Delaware  corporation.
During the year ended December 31, 2003, the General Partner discovered that the
Special  Limited  Partner was dissolved  and  therefore in  accordance  with the
Partnership  Agreement,  the capital  balance of the Special  Limited Partner of
approximately  $1,000 was transferred to the limited  partners.  The business of
the Partnership is conducted primarily by NAPICO.

 On December 3, 2001,  Casden  Properties Inc.,  entered into a merger agreement
and certain other transaction documents with Apartment Investment and Management
Company ("AIMCO"), a publicly traded real estate investment trust and certain of
its  subsidiaries,  pursuant to which, on March 11, 2002,  AIMCO acquired Casden
Properties Inc. and its subsidiaries,  including 100% of the outstanding capital
stock of NAPICO. Prior to March 11, 2002, Casden Properties, Inc. owned a 95.25%
economic  interest  in  NAPICO,  with the  balance  owned by  Casden  Investment
Corporation  ("CIC").  CIC, which is wholly owned by Alan I. Casden owned 95% of
the voting common stock of NAPICO prior to March 11, 2002.

 The  Partnership  originally  registered  14,000  units,  consisting  of 28,000
Limited  Partnership  Interests  ("LPI"),  and warrants to purchase a maximum of
14,000  Additional  Limited  Partnership  Interests  ("ALPI").  The  term of the
offering expired in June 1990, at which date the Partnership  raised $59,749,000
from the sale of 16,336 LPI and warrants representing 7,563 ALPI.

 The General  Partner has a 1% interest in  operating  profits and losses of the
Partnership.  The limited  partners will be allocated the remaining 99% interest
in proportion to their respective investments.

 The  Partnership  shall  continue in full force and effect  until  December 31,
2029, unless terminated prior to that, pursuant to the partnership  agreement or
law.

 Basis of Presentation

 The  accompanying  financial  statements  have been prepared in conformity with
accounting principles generally accepted in the United States.

 Use of Estimates

 The   preparation  of  financial   statements  in  conformity  with  accounting
principles  generally accepted in the United States requires  management to make
estimates  and  assumptions  that affect the amounts  reported in the  financial
statements  and  accompanying  notes.  Actual  results  could  differ from those
estimates.

 Method of Accounting for Investments in Limited Partnerships

 The  investments  in limited  partnerships  are  accounted for using the equity
method. Acquisition, selection and other costs related to the acquisition of the
projects  acquired are  capitalized as part of the  investment  accounts and are
being  amortized by the  straight  line method over the  estimated  lives of the
underlying assets, which is generally 30 years.

 Net (Loss) Income Per Limited Partnership Interest

 Net (loss) income per limited partnership interest was computed by dividing the
limited  partners'  share  of  net  (loss)  income  by  the  number  of  limited
partnership  interests  outstanding  during  the year.  The  number  of  limited
partnership interests was 23,899 for both years presented.

 Cash and Cash Equivalents

Cash and cash equivalents include cash and money market mutual funds. At certain
times,  the amount of cash  deposited  at a bank may exceed the limit on insured
deposits.  Cash balances  include less than $1,000 at December 31, 2004 that are
maintained by an affiliated  management company on behalf of affiliated entities
in a cash concentration account.

 Impairment of Long-Lived Assets

The  Partnership  reviews its  investments in long-lived  assets to determine if
there has been any  impairment  whenever  events  or  changes  in  circumstances
indicate that the carrying  amount of the asset may not be  recoverable.  If the
sum of the expected  future cash flows is less than the  carrying  amount of the
assets,  the Partnership  recognizes an impairment  loss.  During the year ended
December 31, 2003, an impairment charge of approximately $182,000 was recognized
with respect to the investment in Rose City Village (see Note 2). No adjustments
for impairment of value were recorded during the year ended December 31, 2004.

Segment Reporting

Statement of Financial  Accounting Standards ("SFAS") No. 131, "Disclosure about
Segments of an Enterprise and Related Information" established standards for the
way that public business enterprises report information about operating segments
in annual  financial  statements  and  requires  that those  enterprises  report
selected information about operating segments in interim financial reports. SFAS
No. 131 also established  standards for related  disclosures  about products and
services, geographic areas, and major customers. As defined in SFAS No. 131, the
Partnership has only one reportable segment.

Fair Value of Financial Instruments

 SFAS No.  107,  "Disclosures  about Fair Value of  Financial  Instruments",  as
amended by SFAS No. 119, "Disclosures about Derivative Financial Instruments and
Fair  Value  of  Financial  Instruments",  requires  disclosure  of  fair  value
information  about financial  instruments.  Fair value is defined in the SFAS as
the amount at which the instruments
 could be exchanged in a current transaction between willing parties, other than
in a forced or  liquidation  sale.  The  Partnership  believes that the carrying
amount of its  financial  instruments  approximates  their fair value due to the
short term maturity of these instruments.

 Recent Accounting Pronouncements

As of December 31, 2004,  the  Partnership  adopted FASB  Interpretation  No. 46
"Consolidation  of  Variable  Interest  Entities"  (or "FIN 46") and applied its
requirements to all Local  Partnerships in which the Partnership held a variable
interest. FIN 46 addresses the consolidation by business enterprises of variable
interest entities.  Generally,  a variable interest entity, or VIE, is an entity
with  one or  more  of the  following  characteristics:  (a)  the  total  equity
investment  at risk is not  sufficient  to  permit  the  entity to  finance  its
activities without additional subordinated financial support; (b) as a group the
holders of the equity  investment at risk lack (i) the ability to make decisions
about  an  entity's  activities  through  voting  or  similar  rights,  (ii) the
obligation  to absorb the expected  losses of the entity,  or (iii) the right to
receive the expected residual returns of the entity; or (c) the equity investors
have voting rights that are not  proportional  to their  economic  interests and
substantially all of the entity's activities either involve, or are conducted on
behalf of, an investor that has  disproportionately  few voting  rights.  FIN 46
requires a VIE to be consolidated in the financial statements of the entity that
is determined to be the primary  beneficiary of the VIE. The primary beneficiary
generally  is the  entity  that will  receive a majority  of the VIE's  expected
losses, receive a majority of the VIE's expected residual returns, or both.

Upon adoption of FIN 46, the Partnership  determined it held variable  interests
in nine VIE's for which the Partnership was not the primary  beneficiary.  Those
nine VIE's consist of Local  Partnerships in which the  Partnership  acquired an
interest  prior to the  adoption  of FIN 46 that  are  directly  engaged  in the
ownership and management of nine apartment properties with a total of 564 units.
The  Partnership  is  involved  with those  VIE's as a  non-controlling  limited
partner equity holder. The Partnership's maximum exposure to loss as a result of
its  involvement  with  unconsolidated  VIE's is  limited  to the  Partnership's
recorded   investments  in  and   receivables   from  those  VIE's,   which  was
approximately  $899,000 at December 31, 2004. The  Partnership may be subject to
additional  losses to the extent of any financial  support that the  Partnership
voluntarily  provides in the future.  Subsequent to December 31, 2004, one Local
Partnership classified as a VIE sold its investment property,  consisting of 152
units, and the Partnership lost its interest in the VIE.

 Note 2 - Investments in Limited Partnerships

At December 31, 2004, the Partnership holds limited partnership  interests in 19
Local  Partnerships,  located in 11 states.  At  December  31,  2004,  the Local
Partnerships  own  residential  projects  consisting of 1,355  apartment  units.
Subsequent  to  December  31,  2004,  properties  or  interests  in three  Local
Partnerships  consisting  of 465  apartment  units  were  sold - see Note 7. The
general  partners  responsible  for  management of the Local  Partnerships  (the
"Local Operating General  Partners") are not affiliated with the General Partner
of the Partnership, except as discussed below.

National  Tax  Credit,  Inc.  ("NTC"),  an  affiliate  of the  General  Partner,
typically   serves  either  as  a  special   limited   partner  or  non-managing
administrative  general  partner  in  which  case it  receives  .01  percent  of
operating profits and losses of the Local Partnerships. NTC or another affiliate
of the general partner may serve as the Local  Operating  General Partner of the
Local  Partnership  in which case it is  typically  entitled to 0.09  percent of
operating profits and losses of the Local  Partnership.  The Partnership is also
generally  entitled to receive 50 percent of the net cash flow  generated by the
Apartment  Complexes,  subject  to  repayment  of any  loans  made to the  Local
Partnerships  (including  loans provided by NTC or an affiliate),  repayment for
funding of  development  deficit and operating  deficit  guarantees by the Local
Operating   General  Partners  or  their  affiliates   (excluding  NTC  and  its
affiliates),  and  certain  priority  payments  to the Local  Operating  General
Partners other than NTC or its affiliates.

The  Partnership,  as a limited  partner,  does not  exercise  control  over the
activities and operations,  including  refinancing or selling decisions,  of the
Local Partnerships. Accordingly, the Partnership accounts for its investments in
the Local  Partnerships  using the equity  method,  with the exception of Comfed
Qualified,  in which the Partnership has a 2.5% ownership  interest and accounts
for using the cost method.  The  Partnership is allocated  profits and losses of
the Local Partnerships based upon its respective  ownership  percentage (between
5% and 99%).  The  Partnership  is  allocated  profits  and losses and  receives
distributions   from  refinancings  and  sales  in  accordance  with  the  Local
Partnerships'  partnership  agreements.   These  agreements  usually  limit  the
Partnership's  distributions to an amount  substantially less than its ownership
percentage in the Local Partnership.

The individual  investments are carried at cost plus the Partnership's  share of
the  Local  Partnership's  profits  less the  Partnership's  share of the  Local
Partnership's  losses,  distributions and impairment charges. The Partnership is
not legally  liable for the  obligations  of the Local  Partnerships  and is not
otherwise  committed to provide additional support to them.  Therefore,  it does
not  recognize  losses  once its  investment  in each of the Local  Partnerships
reaches zero.  Distributions  from the Local Partnerships are accounted for as a
reduction of the investment  balance until the investment  balance is reduced to
zero.  When  the  investment  balance  has  been  reduced  to  zero,  subsequent
distributions  received are recognized as income in the accompanying  statements
of operations.

For those  investments  where the  Partnership  has determined that the carrying
value  of its  investments  approximates  the  estimated  fair  value  of  those
investments,  the  Partnership's  policy is to recognize equity in income of the
Local Partnerships only to the extent of distributions received and amortization
of acquisition costs from those Local Partnerships.  Therefore,  the Partnership
limits its recognition of equity earnings to the amount it expects to ultimately
realize.

As  of  December  31,  2004,  the  investment  balance  in 13 of  the  19  Local
Partnerships had been reduced to zero.

At times,  advances are made to the Local  Partnerships in order to preserve the
ability to receive  applicable Tax Credits.  Advances made by the Partnership to
the  individual  Local  Partnerships  are considered  part of the  Partnership's
investment  in limited  partnerships.  Advances made to Local  Partnerships  for
which the investment has been reduced to zero are charged to expense. During the
year ended December 31, 2004,  approximately  $286,000 was advanced to the Local
Partnerships,  approximately  $71,000 of which was  recognized as expense on the
accompanying statements of operations.  During the year ended December 31, 2003,
approximately  $416,000  was  advanced  to  the  Local  Partnerships,  of  which
approximately $406,000 was recognized as expense on the accompanying  statements
of operations.

 The following is a summary of the  investments  in Local  Partnerships  for the
year ended December 31, 2004 (in thousands):

Investment balance, beginning of year                           $ 1,405
Equity in losses of limited partnerships                           (116)
Amortization of acquisition costs                                   (15)
Distributions recognized as reduction of investment
  balance                                                           (51)
Investment balance, end of year                                 $ 1,223

 The difference  between the investment  per the  accompanying  balance sheet at
December 31, 2004 and the equity per the Local Partnerships'  combined financial
statements  is due  primarily  to  cumulative  unrecognized  equity in losses of
certain Local Partnerships, the Partnership's recording of capital contributions
payable to the Local Partnerships in its investment  balance,  costs capitalized
to the investment account, cumulative distributions recognized as income and the
recognition of impairment losses.

Blue Lake

Pursuant  to the  terms  of a loan  workout  relating  to the  Blue  Lake  Local
Partnership,  dated March 25, 1995 (the "Workout"), the Partnership was required
to contribute an additional  $266,841 to the Blue Lake Local  Partnership over a
ten year period. In exchange,  the debt service on the property was made payable
out of net cash flow. No payments were made since 1998 and a dispute arose as to
whether the Local Partnership was in default under the Workout.  During the year
ended December 31, 2003, the parties finalized the terms of a new agreement that
provided for the extinguishment of the aforementioned  liability while admitting
the lender's  affiliates to the Local Partnership as a 95% limited partner. As a
result,  the  Partnership  recognized  a gain on the  extinguishment  of debt of
approximately  $267,000 for the year ended December 31, 2003. In accordance with
the new  agreement,  the  Partnership  was  scheduled  to  retain  a 5%  limited
partnership  interest  until  2006,  at  which  time,  all of the  Partnership's
interests were scheduled to be conveyed to the remaining partners.  In May 2003,
the property was sold  without the consent or knowledge of the  Partnership  and
without  the  requisite  recapture  bond.  The  Partnership  has filed an action
against  the  general  partner  of  the  Local  Partnership.  The  Partnership's
investment  in the Blue Lake Local  Partnership  at December  31, 2004 was zero.
Under the terms of the Partnership Agreement,  the Partnership is not subject to
a liability to the limited  partners of the  Partnership  for the amounts of Tax
Credits  at risk of  recapture  as a result  of the  recapture  bond  not  being
obtained at the time of the sale of the property.  The limited  partners will be
responsible  for any tax credit  recapture  liability  on their  respective  tax
returns.

Summit I, II and III

The local  general  partner is  currently  attempting  to  negotiate  discounted
payments and/or payment plans for outstanding  property taxes and judgment liens
which,  if  unsuccessful,  could result in foreclosure  proceedings on all three
properties.  The  Partnership's  investment  balance in Summit I,  Summit II and
Summit III is zero as of December 31, 2004.

Terrace Gardens

During  the year  ended  December  31,  2003,  the  Partnership  sold,  with the
requisite  recapture bond, its interest in Terrace  Gardens Limited  Partnership
and realized a gain of  approximately  $1,970,000.  The gain is equal to the net
proceeds  received  by the  Partnership  as  the  Partnership  had no  remaining
investment related to the Local Partnership.

Victorian Park

On May 16, 2003,  the  Partnership  sold,  with the  requisite  recapture  bond,
Victorian  Park  to  a  third  party.  The  Partnership  recognized  a  gain  of
approximately $1,361,000 during the year ended December 31, 2003, which is equal
to the net  proceeds  received  by the  Partnership  as the  Partnership  had no
remaining investment related to the Local Partnership.

Rose City Village

In May 2003,  the property owned by the Local  Partnership  was sold without the
consent or  knowledge of the  Partnership  and without the  requisite  recapture
bond.  As  a  result,   the   Partnership   recognized  an  impairment  loss  of
approximately  $182,000  during the year ended  December 31, 2003,  reducing the
investment  balance to zero.  The  Partnership  has filed an action  against the
general  partner of the Local  Partnership.  Under the terms of the  Partnership
Agreement, the Partnership is not subject to a liability to the limited partners
of the  Partnership  for the  amounts of Tax Credits at risk of  recapture  as a
result of the recapture  bond not being  obtained at the time of the sale of the
property.  The limited partners will be responsible for any tax credit recapture
liability  on their  respective  income  tax  returns.  The  Partnership  had no
investment balance in this Local Partnership at December 31, 2004.

Genoa Plaza

In June 2004,  NTC  withdrew  as the Local  Operating  General  Partner  and was
simultaneously  re-admitted as a special limited partner.  The replacement local
operating general partner is not an affiliated party of the Partnership. In June
2004,  the  Partnership's  LP interest  was  reduced to 20% and an  unaffiliated
entity was admitted as the 79% limited  partner.  In accordance with this change
in local operating  general  partner,  the new local  operating  general partner
deposited  $10,000 into a reserve  account to be controlled by the  Partnership.
The funds in the reserve account are to be used to pay operating deficits during
the Tax Credit Compliance period. In addition at any time after January 1, 2005,
the new local operating  general partner has the right but not the obligation to
purchase the Local Partnership  property at the established fair market value or
purchase  the  Partnership's  and  interest  at a price equal to the amount each
would  have  received  upon a sale  of the  Local  Partnership  property  at the
established fair market value. The replacement  local operating  general partner
guaranteed funding of operating deficits throughout remainder of the 15 year tax
credit compliance period in consideration for its admission. The Partnership had
no investment balance in this Local Partnership as of December 31, 2004.

Paris Hotel

In November 2004, the Local Operating General Partner acquired the Partnership's
interest  in  the  Local  Partnership  pursuant  to  the  option  it  held.  The
Partnership had no remaining  investment balance in this Local Partnership as of
December 31, 2004.

 Investee Data

The  Partnership's  value of its investments and its equity in the income/losses
and   distributions   from  the  Local   Partnerships  are,  for  certain  Local
Partnerships, individually not material to the overall financial position of the
Partnership.  The financial  information from the unaudited  combined  financial
statements of such Local  Partnerships  at December 31, 2004 and for each of the
two years in the period then ended is presented below. The  Partnership's  value
of its investment in the Grand Meadows II Limited Dividend  Housing  Association
Limited  Partnership,  the  Mountain  View  properties,  and the Tyrone  Elderly
Limited Partnership (collectively,  the "Material Investees") is material to its
financial  position  and the amounts  included  below for these  specific  Local
Partnerships are included on an audited basis. Mountain View properties has been
audited by other  auditors for 2004 and 2003 (2003 amounts have been restated to
exclude the operations of Paris Hotel for which the Partnership lost its limited
partnership  interest on November  2004 and to exclude  Vinton Park for which no
information was available).

                            CONDENSED BALANCE SHEETS
                        OF THE LOCAL LIMITED PARTNERSHIPS
                                December 31, 2004
                                 (in thousands)
<TABLE>
<CAPTION>

                                                     Material
Assets:                                              Investees   Unaudited     Total
<S>                                                   <C>         <C>         <C>
 Land                                                 $ 1,764     $ 1,888     $ 3,652
 Buildings and improvements, net of
   accumulated depreciation                            11,160      17,434      28,594
    Other assets                                          690       2,256       2,946
Total Assets                                          $13,614     $21,578     $35,192
Liabilities and Partner's Equity (Deficit):
  Liabilities:
    Mortgages notes payable                           $11,276     $16,070     $27,346
    Other liabilities                                     568      13,482      14,050
                                                       11,844      29,552      41,396
  Partner's Equity (Deficit)                            1,770      (7,974)     (6,204)

Total Liabilities and Partners' Equity (Deficit)      $13,614     $21,578     $35,192
</TABLE>

<TABLE>
<CAPTION>

                                               Years Ended December 31,
                                   2004                      2003      2003
                                 Material   2004     2004   Material Unaudited  2003
                                 Investee Unaudited  Total  Investee (Restated) Total
Revenues:
<S>                              <C>      <C>      <C>     <C>      <C>      <C>
  Rental and other income        $ 2,980  $ 4,034  $ 7,014 $ 2,850  $ 4,152  $ 7,002
Expenses:
  Operating expenses               1,613    2,868    4,481   1,556    2,887    4,443
  Financial expenses                 941    1,725    2,666     954    1,754    2,708
  Depreciation and amortization      518      858    1,376     518      873    1,391
      Total Expenses               3,072    5,451    8,523   3,028    5,514    8,542
Net loss                          $  (92) $(1,417) $(1,509) $ (178) $(1,362) $(1,540)
</TABLE>


 An affiliate of the General Partner managed two and three  properties  owned by
Local  Partnerships   during  the  years  ended  December  31,  2004  and  2003,
respectively.  The Local Partnerships pay the affiliate property management fees
in the amount of 5 percent of their gross rental revenues. The amounts paid were
approximately  $62,000 and $85,000  for the years  ended  December  31, 2004 and
2003, respectively.

 Note 3 - Transactions with Affiliated Parties

 Under  the  terms  of  the  Amended  and  Restated  Agreement  of  the  Limited
Partnership,  the  Partnership  is  obligated  to the  General  Partner  for the
following fees:

 (a) An annual  Partnership  management fee in an amount equal to 0.5 percent of
invested  assets (as  defined in the  Partnership  Agreement)  is payable to the
General Partner.  For the years ended December 31, 2004 and 2003,  approximately
$299,000 and $454,000,  respectively,  have been expensed. At December 31, 2004,
approximately $223,000 is owed to the General Partner and is included in accrued
fees due to affiliates. These fees were paid subsequent to December 31, 2004.

 (b) A property  disposition  fee is payable to the General Partner in an amount
equal to the lesser of (i) one-half of the  competitive  real estate  commission
that would have been charged by unaffiliated third parties providing  comparable
services in the area where the apartment  complex is located,  or (ii) 3 percent
of the sales price  received in connection  with the sale or  disposition of the
apartment  complex  or local  partnership  interest,  but in no  event  will the
property  disposition fee and all amounts  payable to  unaffiliated  real estate
brokers in connection with any such sale exceed in the aggregate,  the lesser of
the  competitive  rate (as  described  above) or 6 percent  of such sale  price.
Receipt of the property disposition fee will be subordinated to the distribution
of sale or refinancing  proceeds by the Partnership  until the limited  partners
have received  distributions  from sale or refinancing  proceeds in an aggregate
amount  equal  to (i)  their  10  percent  priority  return  for  any  year  not
theretofore  satisfied  (as defined in the  partnership  agreement)  and (ii) an
amount equal to the aggregate adjusted investment (as defined in the partnership
agreement) of the limited partners. No disposition fees have been paid.

 (c) The Partnership  reimburses NAPICO for certain expenses.  The reimbursement
to NAPICO was  approximately  $49,000 for each of the years ended  December  31,
2004 and 2003,  respectively,  and is  included  in general  and  administrative
expenses.  At December 31, 2004,  approximately $36,000 is owed to NAPICO and is
included in accrued fees due to affiliates.

 During  the  year  ended  December  31,  2004  the  General  Partner   advanced
approximately  $194,000  to the  Partnership  to  fund  operating  expenses  and
advances to  Countryview/Columbus  and Vinton/Park  School.  These advances bear
interest  at the  prime  rate plus 2% (7.25% at  December  31,  2004).  Interest
expense  was  approximately  $3,000 for the year ended  December  31,  2004.  At
December 31, 2004 the amount of advances and accrued interest due to the General
Partner is  approximately  $197,000  and is included in due to General  Partner.
There were no such  advances  made by the  General  Partner  to the  Partnership
during the year ended  December 31, 2003.  Subsequent to December 31, 2004,  the
advances and accrued  interest  were repaid from  proceeds  from the sale of the
Partnership's interests in Mountain View I and II.

 NTC,  or another  affiliate  of the  General  Partner,  is the Local  Operating
General Partner in 10 of the  Partnership's  19 Local  Partnerships.  During the
year ended  December  31,  2004,  NTC  withdrew as the Local  Operating  General
Partner of Genoa Plaza Limited Partnership and was simultaneously re-admitted as
the  special  limited  partner.  In  addition,  NTC is either a special  limited
partner  or  a  non-managing,  administrative  general  partner  in  each  Local
Partnership.

AIMCO  and  its  affiliates  owned  437  limited  partnership  interests  in the
Partnership  representing  1.83% of the  outstanding  interests  at December 31,
2004.  It is  possible  that AIMCO or its  affiliates  will  acquire  additional
limited  partnership  interests  in the  Partnership  in exchange  for cash or a
combination  of  cash  and  units  in  AIMCO  Properties,  L.P.,  the  operating
partnership  of AIMCO,  either  through  private  purchases  or  tender  offers.
Pursuant to the  Partnership  Agreement,  unitholders  holding a majority of the
limited  partnership  interests  are  entitled to take action with  respect to a
variety of matters,  that  include,  but are not  limited to,  voting on certain
amendments  to the  Partnership  Agreement  and  voting  to remove  the  General
Partner.  Although  the General  Partner  owes  fiduciary  duties to the limited
partners of the  Partnership,  the General Partner also owes fiduciary duties to
AIMCO as its sole stockholder.  As a result,  the duties of the General Partner,
as general  partner,  to the Partnership and its limited  partners may come into
conflict  with  the  duties  of  the  General  Partner  to  AIMCO  as  its  sole
stockholder.

<PAGE>

 Note 4 - Income Taxes

 The  Partnership  is not taxed on its income.  The  partners are taxed in their
individual  capacities based on their  distributive  share of the  Partnership's
taxable  income  or  loss  and are  allowed  the  benefits  to be  derived  from
off-setting  their  distributive  share of the tax losses against taxable income
from other sources  subject to passive loss  limitations.  The taxable income or
loss differs from  amounts  included in the  statements  of  operations  because
different  methods  are used in  determining  the  losses of the  Local  Limited
Partnerships as discussed below. The tax loss is allocated to the partner groups
in accordance with Section 704 (b) of the Internal Revenue Code and therefore is
not necessarily  proportionate to the interest percentage owned. Certain amounts
relative to taxable gains on Terrace Gardens Limited Partnership and Paris Hotel
Limited  Partnership  are not included in the amounts  below as they are not yet
finalized.

A reconciliation follows:

                                                   Years Ended December 31,
                                                      2004           2003
                                                        (in thousands)

Net (loss) income per financial statements         $  (626)        $  2,104
  Partnership fees                                     223           (2,577)
  Other                                               (157)          (1,000)
  Partnership's share of limited local
   partnership                                      (1,580)           9,145
(Loss) income per preliminary tax return           $(2,140)         $ 7,672
Preliminary taxable (loss) income per limited
  partnership interest                             $   (89)          $ 321

The following is a reconciliation between the Partnership's reported amounts and
the federal tax basis of net assets:

                                                    December 31, 2004
                                                     (in thousands)
      Net assets as reported                           $   868
      Add (deduct):
        Intangible (net)                                 3,828
        Deferred offering costs                          7,745
        Investment in Partnerships                      (9,960)
        Other                                              637
      Net assets - federal tax basis                   $ 3,118

 Note 5 - Contingencies

The General Partner is involved in various lawsuits arising from transactions in
the ordinary  course of business.  In the opinion of management  and the General
Partner,   the  claims  will  not  result  in  any  material  liability  to  the
Partnership.

As  previously  disclosed,  the  Central  Regional  Office of the United  States
Securities  and  Exchange   Commission   (the  "SEC")  is  conducting  a  formal
investigation relating to certain matters.  Although the staff of the SEC is not
limited  in the  areas  that it may  investigate,  AIMCO  believes  the areas of
investigation include AIMCO's miscalculated monthly net rental income figures in
third quarter 2003,  forecasted  guidance,  accounts payable,  rent concessions,
vendor  rebates,  capitalization  of payroll and certain  other  costs,  and tax
credit  transactions.  AIMCO is cooperating  fully. AIMCO is not able to predict
when the matter  will be  resolved.  AIMCO does not  believe  that the  ultimate
outcome  will  have a  material  adverse  effect on its  consolidated  financial
condition  or results of  operations.  Similarly,  the General  Partner does not
believe that the ultimate  outcome  will have a material  adverse  effect on the
Partnership's financial condition or results of operations.

 Note 6 - Real Estate and Accumulated  Depreciation  of Local  Partnerships in
 which NTCP Has Invested as of December 31, 2004


                               Gross Amount At
                                 Which Carried
                              at December 31, 2004 (1)
                                 (in thousands)

                                               Buildings
                                                  And
                                                Related
                          Mortgage             Personal             Accumulated
      Description           Notes      Land    Property     Total   Depreciation
                                                                  (in thousands)
Appletree Apts.          $    874    $    74  $  1,251    $  1,325  $    500
Countryview/Columbus        3,064        320     4,010       4,330       427
Apts.
Dickens Apts.               1,197       105      2,318       2,423       891
Genoa Plaza                 1,303         98     1,705       1,803       702
Glenark Apts. (A)              --         --        --          --        --
Grand Meadows Apts.(B)      1,798       112      3,522       3,634     1,443
Grinnell Park Apts.           579        48        806         854       335
Kimberly Court Apts.        1,451       234      1,763       1,997       743
Mountain View I (B)         2,976        686     4,350       5,036     2,069
Mountain View II (B)        3,964        866     5,391       6,257     1,697
North Liberty Apts.           586         48       739         787       337
Rolling Hills Apts.         4,056        800    11,929      12,729     4,940
Summit I Apts. (A)             --         --        --          --        --
Summit II Apts. (A)            --         --        --          --        --
Summit III Apts. (A)           --         --        --          --        --
Torres de Plata I           2,960        161     3,748       3,909     1,960
Tyrone Elderly (B)          2,538        100     5,105       5,205     1,999
Vinton/Park School (A)         --         --        --          --        --
                          $27,346    $ 3,652   $46,637     $50,289   $18,043

 (A) Information is not available for this entity.

 (B) Material Investees

 (1) All amounts are unaudited except for those amounts relative to the Material
Investees - see Note 2.

Reconciliation  of real  estate  (all  amounts  are  unaudited  except for those
amounts relative to the Material Investees - see Note 2) (in thousands)
<TABLE>
<CAPTION>

                                                Years Ended December 31,
                             2004                             2003
                           Material     2004       2004     Material       2003       2003
                           Investees  Unaudited    Total    Investees   Unaudited     Total
<S>                         <C>        <C>        <C>        <C>         <C>         <C>
Balance  at  beginning  of  $19,925    $31,748    $51,673    $19,895     $72,203     $92,098
year
Improvements (disposals)
  during the year               207        127        334         30         (15)         15
Disposals of rental properties   --     (1,718)    (1,718)        --     (40,440)    (40,440)

Balance at end of year      $20,132    $30,157    $50,289    $19,925     $31,748     $51,673
</TABLE>

Reconciliation of accumulated depreciation (all amounts are unaudited except for
those amounts relative to the Material Investees - see Note 2) (in thousands)
<TABLE>
<CAPTION>

                                               Years Ended December 31,
                             2004                             2003
                           Material     2004       2004     Material       2003       2003
                           Investees  Unaudited    Total    Investees   Unaudited    Total
<S>                         <C>        <C>        <C>        <C>         <C>         <C>
Balance at beginning of     $ 6,695    $10,574    $17,269    $ 6,181     $26,697     $32,878
year
Depreciation expense for
 thear                          513        827      1,340        514         922       1,436
Disposals of rental properties   --       (566)      (566)        --     (17,045)    (17,045)

Balance at end of year      $ 7,208    $10,835    $18,043    $ 6,695     $10,574     $17,269
</TABLE>

Note 7 - Subsequent Events

Subsequent to December 31, 2004,  the  Partnership  sold its  remaining  limited
partnership  interests  in Mountain  View I and II for  approximately  $550,000.
After applying the proceeds  received  against the  Partnership's  investment in
these Local  Partnerships,  the  Partnership  is expected to recognize a gain of
approximately $404,000 during 2005.

Subsequent  to  December  31,  2004,  the Local  Operating  General  Partner  of
Countryview  Columbus sold the property to a third party. After the repayment of
the  mortgage   encumbering  the  property  and  accounts  payable,   the  Local
Partnership  repaid advances of approximately  $272,000 to the Partnership.  The
Partnership had no investment in this Local Partnership at December 31, 2004.

 Subsequent to December 31, 2004 the Local Operating  General Partner of Dickens
sold the  property  without  the  consent or  knowledge  of the  Partnership.  A
recapture bond was not necessary as the Local Partnership was beyond the 15-year
tax credit  compliance  period.  The  Partnership  is  currently  assessing  its
options,  including legal action.  The Partnership had no investment  balance in
this Local Partnership at December 31, 2004.


<PAGE>




ITEM 8.     Changes in and  Disagreements  with  Accountants on Accounting and
            Financial Disclosures

None.

ITEM 8A.    Controls and Procedures

(a) Disclosure Controls and Procedures.  The Partnership's management,  with the
participation of the principal executive officer and principal financial officer
of the General Partner,  who are the equivalent of the  Partnership's  principal
executive officer and principal financial officer,  respectively,  has 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  (the  "Exchange  Act")) as of the end of the
period covered by this report. Based on such evaluation, the principal executive
officer and  principal  financial  officer of the General  Partner,  who are the
equivalent  of the  Partnership's  principal  executive  officer  and  principal
financial  officer,  respectively,  have  concluded  that, as of the end of such
period, the Partnership's disclosure controls and procedures are effective.

 (b) Internal Control Over Financial Reporting.  There have not been any changes
in the Partnership's  internal control over financial reporting (as such term is
defined in Rules  13a-15(f)  and  15d-15(f)  under the Exchange  Act) during the
fourth quarter of 2004 that have materially  affected,  or are reasonably likely
to  materially  affect,  the  Partnership's   internal  control  over  financial
reporting.

Item 8b.    Other Information

None.



<PAGE>



                                    PART III

 ITEM 9.     Directors and Executive Officers of the Registrant

National Tax Credit Partners,  L.P. (the  "Partnership" or the "Registrant") has
no directors or officers.  The general  partner  responsible  for conducting the
business  of  the  Partnership  is  National  Partnership   Investments  Corp  a
California Corporation ("NAPICO" or the "General Partner").

The names and ages of, as well as the positions and offices held by, the present
directors  and  officers  of NAPICO are set forth  below:  The  General  Partner
manages and  controls  substantially  all of the  Partnership's  affairs and has
general  responsibility  and  ultimate  authority in all matters  affecting  its
business.  There are no family  relationships  between or among any directors or
officers.

Harry G. Alcock                 42    Executive Vice President and
                                        Director
David R. Robertson              38    President, Chief Executive Officer
                                        and Director
Charles McKinney                53    Senior Vice President and Director
                                        of Asset Management
Jeffrey H. Sussman              39    Senior Vice President, General
                                        Counsel and Secretary
Brian H. Shuman                 42    Senior Vice President and Chief
                                        Financial Officer

Harry G. Alcock was  appointed  as a Director of the General  Partner in October
2004 and was  appointed  Executive  Vice  President  of the  General  Partner in
February 2004 and has been Executive Vice President and Chief Investment Officer
of AIMCO since October  1999.  Prior to October 1999 Mr. Alcock served as a Vice
President  of AIMCO  from July 1996 to October  1997,  when he was  promoted  to
Senior Vice  President  Acquisitions  where he served until  October  1999.  Mr.
Alcock has had responsibility for acquisition and financing  activities of AIMCO
since July 1994.

David R. Robertson has been President, Chief Executive Officer and a Director of
the General Partner since October 2002. Mr. Robertson has been an Executive Vice
President of AIMCO since February  2002,  and was appointed  President and Chief
Executive Officer of AIMCO Capital in October 2002. Mr. Robertson is responsible
for property  operations,  asset  management and transaction  activities  within
AIMCO Capital's  portfolio of affordable  properties,  and for redevelopment and
construction  activities  for  both the  conventional  and  affordable  property
portfolios.  Since  February  1996,  Mr.  Robertson  has been Chairman and Chief
Executive  Officer of Robeks  Corporation,  a privately  held chain of specialty
food stores.

Charles McKinney has been Senior Vice President and Director of Asset Management
of the General  Partner and AIMCO  Capital  since  January  2003 and has overall
responsibility  for  monitoring  the  construction,   lease-up,  operations  and
compliance  issues for all  assets  constituting  a part of  AIMCO's  affordable
portfolio.  Mr.  McKinney  joined AIMCO as Vice President of Transactions in the
Affordable  Group  in  June  2002  and  had   responsibility   for  value  added
dispositions  of  affordable  properties  in the  Western  portion of the United
States.  From  September  2000  through  May 2002,  Mr.  McKinney  was  Managing
Underwriter for Real Estate Recovery, Inc. where he was responsible for the real
estate loan underwriting and loan review for the company's  clients.  From March
1998 through August 2000, Mr.  McKinney was the Executive  Managing  Director of
American Capital Advisors, Inc. an investment banking company.

Jeffrey H. Sussman has been Senior Vice President, General Counsel and Secretary
of the General  Partner since joining NAPICO in 1998. Mr. Sussman is responsible
for the legal affairs of NAPICO and its  affiliates.  Prior to joining NAPICO in
1998, Mr. Sussman was an associate with the law firm of Rus, Miliband,  Williams
& Smith in Irvine,  California.  His practice emphasized real estate finance and
insolvency  law and included  the  representation  of  borrowers,  lenders,  and
court-appointed  trustees  in  matters  involving  apartment  complexes,  retail
centers and hotels.

Brian H. Shuman has been Senior Vice  President and Chief  Financial  Officer of
the General  Partner since joining NAPICO in 2000. Mr. Shuman is responsible for
the financial affairs of NAPICO as well as the limited partnership  sponsored by
it. From 1996 until joining NAPICO in August 2000, Mr. Shuman was Vice President
- Finance for Preferred  Health  Management Inc., the largest provider of worker
compensation  diagnostic  imaging services in California formed in 1996, and was
responsible for establishing and managing the accounting,  billing,  collection,
treasury and financial reporting departments.

The board of  directors of the General  Partner  does not have a separate  audit
committee.  As such, the board of directors of the General Partner  fulfills the
functions of an audit  committee.  The board of directors  has  determined  that
Brian H. Shuman meets the requirement of an "audit committee financial expert".

The  directors  and  officers of the General  Partner  with  authority  over the
Partnership are all employees of subsidiaries of AIMCO. AIMCO has adopted a code
of ethics that applies to such  directors and officers that is posted on AIMCO's
website  (www.AIMCO.com).  AIMCO's  website is not  incorporated by reference to
this filing.

ITEM 10.    Executive Compensation

None  of  the  directors  and  officers  of the  General  Partner  received  any
remuneration from the Partnership during the year ended December 31, 2004.

 ITEM 11.Security Ownership of Certain Beneficial Owners and Management

 (a) Security Ownership of Certain Beneficial Owners

 The General Partner owns all of the outstanding general  partnership  interests
of NTCP;  no person is known to own  beneficially  in excess of 5 percent of the
outstanding Limited Partnership Interests.

 (b) None of the officers or  directors  of the General  Partner own directly or
beneficially any Limited Partnership Interests in NTCP.

 ITEM 12.Certain Relationships and Related Transactions

 Under  the  terms  of  the  Amended  and  Restated  Agreement  of  the  Limited
Partnership,  the  Partnership  is  obligated  to the  General  Partner  for the
following fees:

 (a) An annual  Partnership  management fee in an amount equal to 0.5 percent of
invested  assets (as  defined in the  Partnership  Agreement)  is payable to the
General Partner.  For the years ended December 31, 2004 and 2003,  approximately
$299,000 and $454,000,  respectively,  have been expensed. At December 31, 2004,
approximately $223,000 is owed to the General Partner and is included in accrued
fees due to affiliates. These fees were paid subsequent to December 31, 2004.

 (b) A property  disposition  fee is payable to the General Partner in an amount
equal to the lesser of (i) one-half of the  competitive  real estate  commission
that would have been charged by unaffiliated third parties providing  comparable
services in the area where the apartment  complex is located,  or (ii) 3 percent
of the sales price  received in connection  with the sale or  disposition of the
apartment  complex  or local  partnership  interest,  but in no  event  will the
property  disposition fee and all amounts  payable to  unaffiliated  real estate
brokers in connection with any such sale exceed in the aggregate,  the lesser of
the  competitive  rate (as  described  above) or 6 percent  of such sale  price.
Receipt of the property disposition fee will be subordinated to the distribution
of sale or refinancing  proceeds by the Partnership  until the limited  partners
have received  distributions  from sale or refinancing  proceeds in an aggregate
amount  equal  to (i)  their  10  percent  priority  return  for  any  year  not
theretofore  satisfied  (as defined in the  partnership  agreement)  and (ii) an
amount equal to the aggregate adjusted investment (as defined in the partnership
agreement) of the limited partners. No disposition fees have been paid.

 (c) The Partnership  reimburses NAPICO for certain expenses.  The reimbursement
to NAPICO was  approximately  $49,000 for each of the years ended  December  31,
2004 and 2003,  respectively,  and is  included  in general  and  administrative
expenses.  At December 31, 2004,  approximately $36,000 is owed to NAPICO and is
included  in accrued  fees due to  affiliates  on the  Statement  of  Operations
included in "Item 7. Financial Statements".

 During  the  year  ended  December  31,  2004  the  General  Partner   advanced
approximately  $194,000  to the  Partnership  to  fund  operating  expenses  and
advances to Countryview/Columbus. These advances bear interest at the prime rate
plus 2% (7.25% at December 31, 2004).  Interest expense was approximately $3,000
for the year  ended  December  31,  2004.  At  December  31,  2004 the amount of
advances  and  accrued  interest  due to the  General  Partner is  approximately
$197,000 and is included in due to General Partner.  There were no such advances
made by the General  Partner to the  Partnership  during the year ended December
31, 2003.  Subsequent  to December 31, 2004,  the advances and accrued  interest
were  repaid  from  proceeds  from the sale of the  Partnership's  interests  in
Mountain View I and II.

 NTC,  or another  affiliate  of the  General  Partner,  is the Local  Operating
General Partner in 10 of the  Partnership's  19 Local  Partnerships.  During the
year ended December 31, 2004, NTC, Inc.  withdrew as the Local Operating General
Partner of Genoa Plaza Limited Partnership and was simultaneously re-admitted as
the  special  limited  partner.  In  addition,  NTC is either a special  limited
partner  or  a  non-managing,  administrative  general  partner  in  each  Local
Partnership.

 AIMCO  and its  affiliates  owned  437  limited  partnership  interests  in the
Partnership  representing  1.83% of the  outstanding  interests  at December 31,
2004.  It is  possible  that AIMCO or its  affiliates  will  acquire  additional
limited  partnership  interests  in the  Partnership  in exchange  for cash or a
combination  of  cash  and  units  in  AIMCO  Properties,  L.P.,  the  operating
partnership  of AIMCO,  either  through  private  purchases  or  tender  offers.
Pursuant to the  Partnership  Agreement,  unitholders  holding a majority of the
limited  partnership  interests  are  entitled to take action with  respect to a
variety of matters,  that  include,  but are not  limited to,  voting on certain
amendments  to the  Partnership  Agreement  and  voting  to remove  the  General
Partner.  Although  the General  Partner  owes  fiduciary  duties to the limited
partners of the  Partnership,  the General Partner also owes fiduciary duties to
AIMCO as its sole stockholder.  As a result,  the duties of the General Partner,
as general  partner,  to the Partnership and its limited  partners may come into
conflict  with  the  duties  of  the  General  Partner  to  AIMCO  as  its  sole
stockholder.

ITEM 13.    Exhibits

            See Exhibit Index.

 Item 14.Principal Accounting Fees and Services

The General Partner has reappointed Ernst & Young LLP as independent auditors to
audit the financial  statements of the  Partnership for 2005. The aggregate fees
billed  for  services  rendered  by  Ernst & Young  LLP for  2004  and  2003 are
described below.

Audit Fees. Fees for audit services  totaled  approximately  $49,000 and $37,000
for 2004 and 2003,  respectively.  Fees for audit services also include fees for
the reviews of the Partnership's Quarterly Reports on Form 10-QSB.

Tax Fees. Fees for tax services  totaled  approximately  $19,000 and $24,000 for
2004 and 2003, respectively.


<PAGE>


                                     SIGNATURES


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


                               NATIONAL TAX CREDIT PARTNERS L.P.
                               (a California Limited Partnership)

                                    By:   NATIONAL PARTNERSHIP INVESTMENTS CORP.
                                          General Partner


                                    By:   /s/David R. Robertson
                                          David R. Robertson
                                          President and Chief Executive
                                          Officer
                                          and Director

                                    By:   /s/Brian H. Shuman
                                          Brian H. Shuman
                                          Senior Vice President and
                                          Chief Financial Officer

                                    Date: May 12, 2005

In  accordance  with the Exchange  Act, this report has been signed below by the
following  persons on behalf of the  Registrant and in the capacities and on the
dates indicated.

/s/Harry G. Alcock            Director and Executive       Date: May 12, 2005
Harry G. Alcock               Vice President


/s/David R. Robertson         President, Chief Executive   Date: May 12, 2005
David R. Robertson             Officer and Director


/s/Brian H. Shuman            Senior Vice President and    Date:  May 12, 2005
Brian H. Shuman                 Chief Financial Officer


<PAGE>


                       NATIONAL TAX CREDIT PARTNERS, L.P.
                                  EXHIBIT INDEX


Exhibit     Description of Exhibit

  3         Partnership  Agreement  (herein  incorporated  by reference to the
            Partnership's Form S-11 Registration No. 33-27658).

  31.1      Certification  of equivalent of Chief Executive  Officer pursuant to
            Securities  Exchange  Act  Rules  13a-14(a)/15d-14(a),   as  Adopted
            Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

  31.2      Certification  of equivalent of Chief Financial  Officer pursuant to
            Securities  Exchange  Act  Rules  13a-14(a)/15d-14(a),   as  Adopted
            Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

  32.1      Certification  Pursuant  to  18  U.S.C.  Section  1350,  as  Adopted
            Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



<PAGE>


Exhibit 31.1
                                  CERTIFICATION
I, David R. Robertson, certify that:

1.   I have  reviewed  this annual  report on Form 10-KSB/A No.1 of National Tax
     Credit Partners, L.P.;

2.    Based on my knowledge,  this report does not contain any untrue  statement
      of a material fact or omit to state a material fact  necessary to make the
      statements made, in light of the circumstances under which such statements
      were made,  not  misleading  with  respect  to the period  covered by this
      report;

3.    Based on my  knowledge,  the  financial  statements,  and other  financial
      information  included  in this  report,  fairly  present  in all  material
      respects the financial condition,  results of operations and cash flows of
      the small  business  issuer as of, and for, the periods  presented in this
      report;

4.    The  small  business  issuer's  other  certifying  officer(s)  and  I  are
      responsible  for  establishing  and  maintaining  disclosure  controls and
      procedures (as defined in Exchange Act Rules  13a-15(e) and 15d-15(e)) for
      the small business issuer and have:

      (a)   Designed such  disclosure  controls and  procedures,  or caused such
            disclosure   controls  and  procedures  to  be  designed  under  our
            supervision,  to ensure that  material  information  relating to the
            small business issuer, including its consolidated  subsidiaries,  is
            made  known to us by  others  within  those  entities,  particularly
            during the period in which this report is being prepared;

      (b)   Evaluated  the   effectiveness   of  the  small  business   issuer's
            disclosure  controls and procedures and presented in this report our
            conclusions about the  effectiveness of the disclosure  controls and
            procedures, as of the end of the period covered by this report based
            on such evaluation; and

      (c)   Disclosed in this report any change in the small  business  issuer's
            internal  control over financial  reporting that occurred during the
            small  business  issuer's  most  recent  fiscal  quarter  (the small
            business  issuer's  fourth  fiscal  quarter in the case of an annual
            report) that has  materially  affected,  or is reasonably  likely to
            materially affect, the small business issuer's internal control over
            financial reporting; and

5.    The  small  business  issuer's  other  certifying  officer(s)  and I  have
      disclosed,  based on our most recent  evaluation of internal  control over
      financial reporting, to the small business issuer's auditors and the audit
      committee of the small  business  issuer's  board of directors (or persons
      performing the equivalent functions):

      (a)   All significant  deficiencies and material  weaknesses in the design
            or operation of internal control over financial  reporting which are
            reasonably  likely to adversely  affect the small business  issuer's
            ability  to  record,   process,   summarize  and  report   financial
            information; and


      (b)   Any fraud,  whether or not  material,  that  involves  management or
            other  employees who have a significant  role in the small  business
            issuer's internal control over financial reporting.


Date:  May 12, 2005

                                    /s/David R. Robertson
                                    David R. Robertson
                                    President and Chief  Executive  Officer of
                                    National Partnership Investments Corp.,
                                    equivalent of the chief executive  officer
                                    of the Partnership


<PAGE>



Exhibit 31.2


                                  CERTIFICATION


I, Brian H. Shuman, certify that:


1.   I have  reviewed  this annual report on Form 10-KSB/A No. 1 of National Tax
     Credit Partners, L.P.;

2.    Based on my knowledge,  this report does not contain any untrue  statement
      of a material fact or omit to state a material fact  necessary to make the
      statements made, in light of the circumstances under which such statements
      were made,  not  misleading  with  respect  to the period  covered by this
      report;

3.    Based on my  knowledge,  the  financial  statements,  and other  financial
      information  included  in this  report,  fairly  present  in all  material
      respects the financial condition,  results of operations and cash flows of
      the small  business  issuer as of, and for, the periods  presented in this
      report;

4.    The  small  business  issuer's  other  certifying  officer(s)  and  I  are
      responsible  for  establishing  and  maintaining  disclosure  controls and
      procedures (as defined in Exchange Act Rules  13a-15(e) and 15d-15(e)) for
      the small business issuer and have:

      (a)   Designed such  disclosure  controls and  procedures,  or caused such
            disclosure   controls  and  procedures  to  be  designed  under  our
            supervision,  to ensure that  material  information  relating to the
            small business issuer, including its consolidated  subsidiaries,  is
            made  known to us by  others  within  those  entities,  particularly
            during the period in which this report is being prepared;

      (b)   Evaluated  the   effectiveness   of  the  small  business   issuer's
            disclosure  controls and procedures and presented in this report our
            conclusions about the  effectiveness of the disclosure  controls and
            procedures, as of the end of the period covered by this report based
            on such evaluation; and

      (c)   Disclosed in this report any change in the small  business  issuer's
            internal  control over financial  reporting that occurred during the
            small  business  issuer's  most  recent  fiscal  quarter  (the small
            business  issuer's  fourth  fiscal  quarter in the case of an annual
            report) that has  materially  affected,  or is reasonably  likely to
            materially affect, the small business issuer's internal control over
            financial reporting; and

5.    The  small  business  issuer's  other  certifying  officer(s)  and I  have
      disclosed,  based on our most recent  evaluation of internal  control over
      financial reporting, to the small business issuer's auditors and the audit
      committee of the small  business  issuer's  board of directors (or persons
      performing the equivalent functions):

      (a)   All significant  deficiencies and material  weaknesses in the design
            or operation of internal control over financial  reporting which are
            reasonably  likely to adversely  affect the small business  issuer's
            ability  to  record,   process,   summarize  and  report   financial
            information; and


      (b)   Any fraud,  whether or not  material,  that  involves  management or
            other  employees who have a significant  role in the small  business
            issuer's internal control over financial reporting.


Date:  May 12, 2005

                                    /s/Brian H. Shuman
                                    Brian H. Shuman
                                    Senior Vice President and Chief Financial
                                    Officer of National Partnership
                                    Investments Corp., equivalent of the
                                    chief financial officer of the Partnership


<PAGE>


Exhibit 32.1


                          Certification of CEO and CFO
                       Pursuant to 18 U.S.C. Section 1350,
                             As Adopted Pursuant to
                Section 906 of the Sarbanes-Oxley Act of 2002




In  connection  with the Annual  Report on Form  10-KSB/A  No. 1 of National Tax
Credit Partners, L.P. (the "Partnership"),  for the year ended December 31, 2004
as filed with the  Securities  and Exchange  Commission  on the date hereof (the
"Report"),  David R. Robertson, as the equivalent of the chief executive officer
of the  Partnership,  and  Brian  H.  Shuman,  as the  equivalent  of the  chief
financial  officer of the  Partnership,  each hereby  certifies,  pursuant to 18
U.S.C.  Section 1350, as adopted  pursuant to Section 906 of the  Sarbanes-Oxley
Act of 2002, that, to the best of his knowledge:


      (1)   The Report fully complies with the  requirements of Section 13(a) or
            15(d) of the Securities Exchange Act of 1934; and

      (2)   The  information  contained in the Report  fairly  presents,  in all
            material respects, the financial condition and results of operations
            of the Partnership.


                                           /s/David R. Robertson
                                    Name:  David R. Robertson
                                    Date:  May 12, 2005


                                           /s/Brian H. Shuman
                                    Name:  Brian H. Shuman
                                    Date:  May 12, 2005


This  certification is furnished with this Report pursuant to Section 906 of the
Sarbanes-Oxley  Act of 2002 and shall not be deemed filed by the Partnership for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended.