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SECURITIES AND EXCHANGE COMMISSION
 
Washington, D.C. 20549
 FORM 10-K
 
Annual Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
 
For the Fiscal Year Ended December 31, 2001
 
Commission File Number0-18541
 
 NATIONAL TAX CREDIT PARTNERS, L.P.
 A California Limited Partnership
 
I.R.S. Employer Identification No. 95-4205231
 9090 Wilshire Boulevard, Suite 201, Beverly Hills, California 90211
 
Registrants Telephone Number, Including Area Code (310) 278-2191
 
Securities Registered Pursuant to Section 12(b) or 12(g) of the Act:
 NONE

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed with the Commission by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding twelve months (or 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  XNo

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not
contained herein, and will not be contained, to the best of registrants
knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this
Form 10-K.  [X]



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TABLE OF CONTENTS



|           |                                                                                                |  |  |  |  |  |  | 
|---------- | ---------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|PART I.   
|           | ITEM 1. BUSINESS:                                                                             
|           | ITEM 2. PROPERTIES:                                                                           
|           | ITEM 3. LEGAL PROCEEDINGS:                                                                    
|           | ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS:                                  
|PART II.  
|           | ITEM 5. MARKET FOR THE REGISTRANTS PARTNERSHIP INTERESTS AND RELATED SECURITY HOLDER MATTERS:
|           | ITEM 6. SELECTED FINANCIAL DATA:                                                              
|           | ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS:
|           | ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                           
|           | ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA:                                          
|           | ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE: 
|PART III. 
|           | ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT:                                  
|           | ITEM 11. MANAGEMENT REMUNERATION AND TRANSACTIONS:                                            
|           | ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT:                      
|           | ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS:                                      
|           | ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K:                     
|SIGNATURES



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PART I.




ITEM 1. 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 acquire limited partnership interests in separate
local limited partnerships (Local Partnerships), which own multifamily
apartment complexes that are eligible for low-income housing federal income tax
credits (Housing Tax Credits). On June 6, 1989, the Partnership offered
14,000 units consisting of 28,000 limited partnership interests and warrants to
purchase 14,000 additional limited partnership interests (collectively Limited
Partnership Interests) through a public offering managed by PaineWebber
Incorporated (the Selling Agent).

The general partner of the Partnership is National Partnership Investments
Corp. (NAPICO), a California corporation (the General Partner). The
business of the Partnership is conducted primarily by NAPICO.

Prior to December 30, 1998, NAPICO was a wholly owned subsidiary of Casden
Investment Corporation (CIC), which is wholly owned by Alan I. Casden. On
December 30, 1998, Casden Properties Operating Partnership, L.P. (the
Operating Partnership), a majority owned subsidiary of Casden Properties
Inc., a real estate investment trust organized by Alan I. Casden, purchased a
95.25% economic interest in NAPICO. The current members of NAPICOs Board of
Directors are Charles H. Boxenbaum, Bruce E. Nelson and Alan I. Casden.

On December 3, 2001, Casden Properties Inc., entered into a merger agreement
and certain other transaction documents with Apartment Investment and
Management Company, a Maryland corporation (AIMCO) and certain of its
subsidiaries, pursuant to which, on March 11, 2002, AIMCO acquired Casden
Properties, Inc. and its subsidiaries, including NAPICO.

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 operations
will be profitable or that the anticipated Tax Credits will be available to
Limited Partners.

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



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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.



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During 2001, the Apartment Complexes in which NTCP had invested were
substantially rented.

The following is a schedule of the occupancy status as of December 31, 2001, 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, 2001

|                                          |  |        |     |          |  |             |     |  |  |               |    |  
|----------------------------------------- |  | ------ | --- | -------- |  | ----------- | --- |  |  | ------------- | -- | -
|                                          |  |        |     |          |  |             |     |  |  | Percentage of
|                                          |  | No. of |     | Units    |  | Total Units
|Name and Location                         |  | Units  |     | Occupied |  | Occupied   
|                                          |  |        |     |          |  |            
|Apple Tree
Brigham City, UT               |  |        | 24  |          |  |             | 22  |  |  |               | 92 | %
|Blue Lake
Miami, FL                       |  |        | 106 |          |  |             | 75  |  |  |               | 71 | %
|ComFed Qualified
Omaha, NE                |  |        | 116 |          |  |             | 105 |  |  |               | 91 | %
|Concept I & II
Cleveland, OH              |  |        | 40  |          |  |             | 25  |  |  |               | 63 | %
|Countryview/Columbus
Canal Winchester, OH |  |        | 152 |          |  |             | 133 |  |  |               | 88 | %
|Dickens
Chicago, IL                       |  |        | 34  |          |  |             | 32  |  |  |               | 94 | %
|Dynes
Cleveland, OH                       |  |        | 42  |          |  |             | 28  |  |  |               | 67 | %
|Genoa Plaza
Genoa City, WI                |  |        | 48  |          |  |             | 45  |  |  |               | 94 | %
|Glenark
Woonsocket, RI                    |  |        | 67  |          |  |             | 59  |  |  |               | 88 | %
|Grand Meadows
Grand Blanc, MI             |  |        | 64  |          |  |             | 58  |  |  |               | 91 | %
|Grinnell Park
Grinnell, IA                |  |        | 24  |          |  |             | 22  |  |  |               | 92 | %
|Kimberly Court
Seward, AK                 |  |        | 24  |          |  |             | 21  |  |  |               | 88 | %



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SCHEDULE OF PROJECTS OWNED BY LOCAL PARTNERSHIPS
IN WHICH NTCP HAS AN INVESTMENT (Continued)
DECEMBER 31, 2001

|                                       |  |        |       |          |  |             |       |  |  |               |     |  
|-------------------------------------- |  | ------ | ----- | -------- |  | ----------- | ----- |  |  | ------------- | --- | -
|                                       |  |        |       |          |  |             |       |  |  | Percentage of
|                                       |  | No. of |       | Units    |  | Total Units
|Name and Location                      |  | Units  |       | Occupied |  | Occupied   
|                                       |  |        |       |          |  |            
|Mountain View  I
Sante Fe, NM         |  |        | 120   |          |  |             | 113   |  |  |               | 94  | %
|Mountain View  II
Sante Fe, NM        |  |        | 159   |          |  |             | 153   |  |  |               | 96  | %
|North Liberty
North Liberty, IA        |  |        | 24    |          |  |             | 22    |  |  |               | 92  | %
|Paris Hotel
Denver, CO                 |  |        | 17    |          |  |             | 15    |  |  |               | 88  | %
|Rolling Hills
Santoga, PA              |  |        | 232   |          |  |             | 227   |  |  |               | 98  | %
|Rose City
Portland, OR                 |  |        | 264   |          |  |             | 262   |  |  |               | 99  | %
|Summit I  Wallace
Philadelphia, PA    |  |        | 17    |          |  |             | 17    |  |  |               | 100 | %
|Summit II  Bergdoll
Philadelphia, PA  |  |        | 9     |          |  |             | 9     |  |  |               | 100 | %
|Summit III  Chandler
Philadelphia, PA |  |        | 25    |          |  |             | 21    |  |  |               | 84  | %
|Terrace Gardens
Lemon Grove, CA        |  |        | 150   |          |  |             | 149   |  |  |               | 99  | %
|Torres de Plata I
Toa Alta, PR         |  |        | 72    |          |  |             | 72    |  |  |               | 100 | %
|Tyrone Elderly
Tyrone, PA              |  |        | 100   |          |  |             | 97    |  |  |               | 97  | %
|Victorian Park
Streamwood, IL          |  |        | 336   |          |  |             | 288   |  |  |               | 86  | %
|Vinton/Park School
Omaha, NE           |  |        | 44    |          |  |             | 37    |  |  |               | 84  | %
|                                       |  |        |       |          |  |             |       |  |  |               |     |  
|TOTAL                                  |  |        | 2,310 |          |  |             | 2,107 |  |  |               | 91  | %
|                                       |  |        |       |          |  |             |       |  |  |               |     |  



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ITEM 2. PROPERTIES:

Through its investments in Local Partnerships, NTCP holds interests in
26
Apartment Complexes. See Item 1 and Schedule for information pertaining to
these Apartment Complexes.




ITEM 3. LEGAL PROCEEDINGS:

As of December 31, 2001, NTCPs General Partner was a
plaintiff or defendant in
several lawsuits. In addition, the Partnership is involved in the following
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

The senior mortgagee for the Concept I and II properties has filed
foreclosure
actions against the properties. The second and third mortgagees have also
filed claims for foreclosure of their mortgages. All three lenders are seeking
deficiency judgments. The Local Partnerships have answered the claims and
stipulated to the appointment of a receiver. A motion for summary judgement by
the senior mortgagee is pending. The parties are in the process of negotiating
a settlement. The Partnership has no investment balance related to these Local
Partnerships.




ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS:

Not applicable.




PART II.






|ITEM 5. | MARKET FOR THE REGISTRANTS PARTNERSHIP INTERESTS AND RELATED
SECURITY HOLDER MATTERS:
|------- | --------------------------------------------------------------------------------------

The Limited Partnership Interests 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. Limited Partnership Interests may
not be transferred but can be assigned only if certain requirements in the
Partnership Agreement are satisfied. At December 31, 2001, there were 3,777
registered holders of 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, 2001.



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ITEM 6. SELECTED FINANCIAL DATA:

|                                                                             |  |                         |           |      |  |      |            |      |  |      |            |   |  |   |            |   |  |   |            |  
|---------------------------------------------------------------------------- |  | ----------------------- | --------- | ---- |  | ---- | ---------- | ---- |  | ---- | ---------- | - |  | - | ---------- | - |  | - | ---------- | -
|                                                                             |  | Year Ended December 31,
|                                                                             |  |                        
|                                                                             |  | 2001                    |           | 2000 |  | 1999 |            | 1998 |  | 1997
|                                                                             |  |                         |           |      |  |      |            |      |  |     
|Interest and other Income                                                    |  | $                       | 4,986     |      |  | $    | 4,133      |      |  | $    | 7,219      |   |  | $ | 14,100     |   |  | $ | 51,975     |  
|Operating expenses                                                           |  |                         | (800,948  | )    |  |      | (912,810   | )    |  |      | (821,771   | ) |  |   | (910,831   | ) |  |   | (903,971   | )
|Gain on sale of partnership
interests                                        |  |                         | 1,493,487 |      |  |      |            |      |  |      |            |   |  |   |            |   |  |   |            |  
|Distributions from limited
partnership recognized
as income                  |  |                         | 74,847    |      |  |      | 183,288    |      |  |      | 129,365    |   |  |   | 204,866    |   |  |   | 18,381     |  
|Equity in loss of limited
partnerships and
amortization of
acquisition costs |  |                         | (755,820  | )    |  |      | (615,785   | )    |  |      | (2,435,384 | ) |  |   | (2,082,528 | ) |  |   | (2,188,630 | )
|Write-off of Investment
in Limited Partnerships                              |  |                         |          |      |  |      |           |      |  |      |           |   |  |   | (1,223,100 | ) |  |   | (560,766   | )
|                                                                             |  |                         |           |      |  |      |            |      |  |      |            |   |  |   |            |   |  |   |            |  
|Net income (loss)                                                            |  | $                       | 16,552    |      |  | $    | (1,341,174 | )    |  | $    | (3,120,571 | ) |  | $ | (3,997,493 | ) |  | $ | (3,583,011 | )
|                                                                             |  |                         |           |      |  |      |            |      |  |      |            |   |  |   |            |   |  |   |            |  
|Net income (loss) per limited
partnership interest                           |  | $                       | 1         |      |  | $    | (56        | )    |  | $    | (129       | ) |  | $ | (166       | ) |  | $ | (148       | )
|                                                                             |  |                         |           |      |  |      |            |      |  |      |            |   |  |   |            |   |  |   |            |  
|Total assets                                                                 |  | $                       | 6,580,544 |      |  | $    | 8,593,980  |      |  | $    | 9,114,107  |   |  | $ | 11,642,078 |   |  | $ | 14,985,893 |  
|                                                                             |  |                         |           |      |  |      |            |      |  |      |            |   |  |   |            |   |  |   |            |  
|Investments in Local
Partnerships                                            |  | $                       | 6,112,879 |      |  | $    | 8,515,958  |      |  | $    | 9,050,981  |   |  | $ | 11,421,621 |   |  | $ | 14,370,207 |  
|                                                                             |  |                         |           |      |  |      |            |      |  |      |            |   |  |   |            |   |  |   |            |  
|Capital contributions payable                                                |  | $                       | 266,841   |      |  | $    | 266,841    |      |  | $    | 266,841    |   |  | $ | 266,841    |   |  | $ | 329,030    |  
|                                                                             |  |                         |           |      |  |      |            |      |  |      |            |   |  |   |            |   |  |   |            |  
|Accrued fees and expenses
due to partners                                    |  | $                       | 4,851,514 |      |  | $    | 6,799,251  |      |  | $    | 6,113,629  |   |  | $ | 5,420,677  |   |  | $ | 4,727,721  |  
|                                                                             |  |                         |           |      |  |      |            |      |  |      |            |   |  |   |            |   |  |   |            |  



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|ITEM 7. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS:
|------- | --------------------------------------------------------------------------------------

Capital Resources

The Partnership received proceeds totaling $59,749,000 from the sale of Limited
Partnership Interests, pursuant to a registration statement filed on Form S-11,
which sale commenced in June 1989 and terminated in June 1990. This amount
includes $18,907,500 from the sale of 7,563 Additional Limited Partnership
Interests. The proceeds have been used to invest in Local Partnerships, which
own and operate Apartment Complexes. The Partnership made capital contributions
to 32 Local Partnerships (one of which was foreclosed upon by the lender in
1995, one of which was foreclosed upon by the lender in 2001 and four of which
were sold in 2001) representing a total investment of approximately
$44,811,000. In addition, another property was foreclosed upon by the lender in
2002. Normally, the capital contributions to the Local Partnerships are
payable in installments, with each contribution due on a specified date and/or
provided that certain conditions regarding construction operation and financing
of the project have been fulfilled. At December 31, 2001, $266,841 remains
outstanding for one Local Partnership.

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 General Partner has the right to cause distributions received by the
Partnership from the Local Partnerships (that would otherwise be available for
distributions as cash flow) to be dedicated to the increase or replenishment of
reserves at the Partnership level. The reserves are available to satisfy
working capital or operating expense needs of the Partnership (including
payment of partnership management fees) and will also be available to pay any
excess third-party costs or expenses incurred by the Partnership in connection
with the administration of the Partnership, the preparation of reports to the
Limited Partners and other investor servicing obligations of the Partnership.
At the discretion of the General Partner, reserves may be available for
contributions to the Local Partnerships.

The Partnerships unrestricted cash reserves as of December 31, 2001 were
approximately $468,000. In order to replenish NTCPs reserves, NTCP intends to
generate additional cash from sales and refinancing certain properties owned by
Local Partnerships.

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.



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Liquidity

Each Local Partnership investment has been analyzed by the General Partner with
respect to its probable impact upon the Partnerships liquidity position. In
this regard, the General Partner took into account projected cash flow
generated from each Apartment Complex, the anticipated debt service
requirements of the existing financing and any restructuring or refinancing of
such Apartment Complex, and the division of cash flow in excess of debt service
between the Partnership and the local operating general partner.

Following an acquisition, adverse business or financial developments could
negatively impact cash flow and the Partnerships liquidity position. The
General Partner has attempted to obtain operating deficit guarantees from
certain local general partners to fund operating deficits for limited periods
of time. In addition, as discussed above the Partnership maintains reserves
and the Local Partnerships are expected to maintain working capital reserves
independent of those maintained by the Partnership to the extent that (i) the
terms of mortgage debt encumbering the Apartment Complexes or the terms of any
government assistance program so require, or (ii) the local general partner
determines that such reserves are necessary or advisable. Although reserves
are to be maintained at both the Partnership and Local Partnership levels, if
such reserves and other available income, if any, are insufficient to cover the
Partnerships or any Local Partnerships operating expenses and liabilities, it
may be necessary to accumulate additional funds from distributions received
from Local Partnerships which would otherwise be available for distribution to
the Limited Partners, or to liquidate the Partnerships investment in one or
more Local Partnerships.

Reserves of the Partnership and reserves of the Local Partnerships may be
increased or decreased from time to time by the General Partner or the local
general partner, as the case may be, in order to meet anticipated costs and
expenses. The amount of cash flow available for distributions and/or sale as
refinancing proceeds, if any, which is available for distribution to the
Limited Partners may be affected accordingly.

Results of Operations

The Partnership was formed to provide various benefits to its Limited Partners
as discussed in Item 1. It is not expected that any of the Local Partnerships
in which the Partnership has invested will generate cash flow sufficient to
provide for distributions to Limited Partners. The Partnership accounts for
its investments in the Local Partnerships on the equity method, thereby
adjusting its investment balance by its proportionate share of the income or
loss of the Local Partnerships.

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.

Except for interim investments in highly liquid debt investments, the
Partnerships investments consist entirely of interests in other Local
Partnerships owning Apartment Complexes. Funds temporarily not required for
such investments in projects are invested in these highly liquid debt
investments earning interest income as reflected in the statement of
operations. These interim investments can be easily converted to cash to meet
obligations as they arise.



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The Partnership, as a limited partner in the Local Partnerships in which it has
invested, is subject to the risks incident to the construction, management, and
ownership of improved real estate. The Partnership 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. Certain of the Local Partnerships and their respective
Apartment Complexes are subject to litigation and operating problems. See Item
3 Legal Proceedings above and the information which follows.

Pursuant to the terms of a loan workout relating to the Blue Lake Local
Partnership, dated March 25, 1995 (the Workout), NTCP is required to
contribute an additional $266,841 to the Local Partnership over a ten year
period. In exchange, the debt service on the property is 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. The parties are in the
process of negotiating the terms of a new agreement that provides for the
forbearance of the aforementioned liability while admitting the lender or its
affiliates to the Local Partnership as a 95% limited partner. In accordance
with the new agreement being negotiated, the current administrative general
partner, an affiliate of NAPICO, will withdraw completely from Blue Lake and
the Partnership will retain a 5% limited partnership interest until 2004, at
which time, all of the Partnerships interests will be conveyed to the
remaining partners. The Partnerships investment in Blue Lake was zero at
December 31, 2001 and 2000.

At December 31, 2001, the Summit I, II and III properties have approximately
$552,000 in outstanding property taxes and judgment liens. The local general
partner is currently attempting to negotiate discounted payments and/or payment
plans for these items which, if unsuccessful, could result in foreclosure
proceedings on all three properties. The Partnerships carrying value of the
investments in Summit I, Summit II and Summit III of approximately 3.2%, 1.4%
and 4.6%, respectively, of the Partnerships original portfolio investment, is
zero.

The senior mortgagee for the Concept I and II properties has filed foreclosure
actions against the properties. The second and third mortgagees have also
filed claims for foreclosure of their mortgages. All three lenders are seeking
deficiency judgments. The Local Partnerships have answered the claims and
stipulated to the appointment of a receiver. A motion for summary judgement by
the senior mortgagee is pending. The parties are in the process of negotiating
a settlement. The Partnership has no investment balance related to these Local
Partnerships.

The Partnership accounts for its investments in the Local Partnerships on the
equity method, thereby adjusting its investment balance by its proportionate
share of the income or loss of the Local Partnerships. Equity in losses of
Local Partnerships is recognized in the financial statements until the limited
partnership investment account is reduced to a zero balance. Losses incurred
after the limited partnership investment account is reduced to zero are not
recognized. Limited partners are not liable for losses beyond their
contributed capital. The cumulative amount of the unrecognized equity in
losses of unconsolidated limited partnerships was approximately $31,420,000 and
$27,864,000 as of December 31, 2001 and 2000, respectively.

Distributions received from Local Partnerships are recognized as return of
capital until the investment balance has been reduced to zero or to a negative
amount equal to future capital contributions required. Subsequent
distributions received are recognized as income.

During 2001, the Partnership sold its interests in the Holden, Ticino, Hickory
Green and Newbury Local Partnerships and realized a gain of $1,493,487 and net
proceeds of $3,403,840. In addition, the lenders foreclosed on the Meadows and
Dynes Local Partnerships in October 2001 and January 2002, respectively. At
December 31, 2001 the Partnership had no investment balance related to these
Local Partnerships.

Operating expenses consist primarily of recurring general and administrative
expenses and professional fees for services rendered to the Partnership. In
addition, an annual partnership management fee in an amount equal to 0.5% of
invested assets is payable to the General Partner and Special Limited Partner.
The management fee represents the annual recurring fee which will be paid to
the General Partner for its continuing management of Partnership affairs. As
of December 31,



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2001, the fees and expenses due the General Partner and Special
Limited Partner exceeded the Partnerships cash. The
partners, during the forthcoming year, will not demand payment of amounts due
in excess of such cash or such that the Partnership would not have sufficient
operating cash; however, the Partnership will remain liable for all such
amounts.






|ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
        RISK
|-------- | ------------------------------------------------------------------

Not applicable.




ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA:

The Financial Statements and Supplementary Data are listed under
Item 14.






|ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE:
|------- | -------------------------------------------------------------------------------------

Not applicable.



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NATIONAL TAX CREDIT PARTNERS, L.P.
(a California limited partnership)
 
FINANCIAL STATEMENTS,
FINANCIAL STATEMENT SCHEDULES
AND REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
DECEMBER 31, 2001



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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Partners of
National Tax Credit Partners, L.P.
(A California limited partnership)

We have audited the accompanying balance sheets of National Tax Credit
Partners, L.P. (a California limited partnership) as of December 31, 2001 and
2000, and the related statements of operations, partners equity (deficiency)
and cash flows for each of the three years in the period ended December 31,
2001. Our audits also included the financial statement schedules listed in the
index in item 14. These financial statements and financial statement schedules
are the responsibility of the management of the Partnership. Our
responsibility is to express an opinion on these financial statements and
financial statement schedules based on our audits. We did not audit the
financial statements of certain investee limited partnerships, the investments
in which are reflected in the accompanying financial statements using the
equity method of accounting. The investments in these limited partnerships
represent 25 percent and 39 percent of total assets as of December 31, 2001
and 2000, respectively, and the equity in loss of these limited partnerships
represents 19 percent, 22 percent and 22 percent of the total net loss of the
Partnership for the years ended December 31, 2001, 2000 and 1999, respectively,
and represent a substantial portion of the investee information in Note 2 and
the financial statement schedules. The financial statements of these limited
partnerships were audited by other auditors. Their reports have been furnished
to us and our opinion, insofar as it relates to the amounts included for those
limited partnerships, is based solely on the reports of the other auditors.

We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits and the reports of the other auditors provide a reasonable basis for our
opinion.

In our opinion, based on our audits and the reports of other auditors, the
financial statements referred to above present fairly, in all material
respects, the financial position of National Tax Credit Partners, L.P. as of
December 31, 2001 and 2000, and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 2001 in
conformity with accounting principles generally accepted in the United States
of America. Also, in our opinion, based on our audits and the reports of other
auditors, such financial statement schedules, when considered in relation to
the basic financial statements taken as a whole, present fairly in all material
respects the information set forth therein.

-S- DELOITTE & TOUCHE LLP

DELOITTE & TOUCHE LLP


Los Angeles, California
April 5, 2002



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NATIONAL TAX CREDIT PARTNERS, L.P.
(a California limited partnership)
 
BALANCE SHEETS
 
 
 
ASSETS

|                                                    |                                                    |              |                                        |           |           |           |           |           |           |           | 
|--------------------------------------------------- | -------------------------------------------------- | ------------ | -------------------------------------- | --------- | --------- | --------- | --------- | --------- | --------- | --------- | 
|                                                    |                                                    |              |                                        |           | 2001      |           | 2000     
|                                                    |                                                    |              |                                        |           |           |           |          
|INVESTMENTS IN LIMITED PARTNERSHIPS
(Notes 1 and 2) |                                                    | $            | 6,112,879                              |           |           | $         | 8,515,958 |          
|CASH AND CASH EQUIVALENTS (Note 1)                  |                                                    |              | 467,665                                |           |           |           | 78,022    |          
|                                                    |                                                    |              |                                        |           |           |           |           |          
|                                                    |                                                    | TOTAL ASSETS |                                        | $         | 6,580,544 |           |           | $         | 8,593,980 |          
|                                                    |                                                    |              |                                        |           |           |           |           |          
|                                                   
|LIABILITIES AND PARTNERS EQUITY                   
|                                                   
|LIABILITIES:                                        |                                                    |              |                                        |           |           |           |           |          
|                                                    | Accrued fees and expenses due to partners (Note 4) |              | $                                      | 4,851,514 |           |           | $         | 6,799,251 |          
|                                                    | Capital contributions payable (Note 3)             |              |                                        | 266,841   |           |           |           | 266,841   |          
|                                                    | Accounts payable and accrued expenses              |              |                                        | 200,436   |           |           |           | 282,687   |          
|                                                    |                                                    |              |                                        |           |           |           |           |          
|                                                    |                                                    |              | 5,318,791                              |           |           |           | 7,348,779 |          
|CONTINGENCIES (Note 6)                              |                                                    |              |                                        |           |           |           |           |          
|PARTNERS EQUITY                                    |                                                    |              | 1,261,753                              |           |           |           | 1,245,201 |          
|                                                    |                                                    |              |                                        |           |           |           |           |          
|                                                    |                                                    |              | TOTAL LIABILITIES AND PARTNERS EQUITY |           | $         | 6,580,544 |           |           | $         | 8,593,980 | 
|                                                    |                                                    |              |                                        |           |           |           |           |          

The accompanying notes are an integral part of these financial statements.



2



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NATIONAL TAX CREDIT PARTNERS, L.P.
(a California limited partnership)
 
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999

|                                                                                      |                                     |                          |           |         |         |      |            |         |         |   |            |         |         | 
|------------------------------------------------------------------------------------- | ----------------------------------- | ------------------------ | --------- | ------- | ------- | ---- | ---------- | ------- | ------- | - | ---------- | ------- | ------- | 
|                                                                                      |                                     |                          |           | 2001    |         | 2000 |            | 1999   
|                                                                                      |                                     |                          |           |         |         |      |            |        
|INTEREST AND OTHER INCOME                                                             |                                     | $                        | 4,986     |         |         | $    | 4,133      |         |         | $ | 7,219      |        
|                                                                                      |                                     |                          |           |         |         |      |            |         |         |   |            |        
|OPERATING EXPENSES:                                                                   |                                     |                          |           |         |         |      |            |         |         |   |            |        
|                                                                                      | Management fees  partners (Note 4) |                          |           | 606,263 |         |      |            | 637,090 |         |   |            | 692,952 |        
|                                                                                      | Legal and accounting                |                          |           | 42,623  |         |      |            | 153,731 |         |   |            | 43,333  |        
|                                                                                      | General and administrative (Note 4) |                          |           | 152,062 |         |      |            | 121,989 |         |   |            | 85,486  |        
|                                                                                      |                                     |                          |           |         |         |      |            |         |         |   |            |        
|                                                                                      |                                     | Total operating expenses |           |         | 800,948 |      |            |         | 912,810 |   |            |         | 821,771 | 
|                                                                                      |                                     |                          |           |         |         |      |            |         |         |   |            |        
|LOSS FROM PARTNERSHIP OPERATIONS                                                      |                                     |                          | (795,962  | )       |         |      | (908,677   | )       |         |   | (814,552   | )      
|GAIN ON SALE OF PARTNERSHIP
INTERESTS (Note 2)                                        |                                     |                          | 1,493,487 |         |         |      |           |         |         |   |           |        
|DISTRIBUTIONS FROM LIMITED
PARTNERSHIPS RECOGNIZED
AS INCOME                          |                                     |                          | 74,847    |         |         |      | 183,288    |         |         |   | 129,365    |        
|EQUITY IN LOSS OF LIMITED
PARTNERSHIPS AND AMORTIZATION
OF ACQUISITION COSTS (Note 2) |                                     |                          | (755,820  | )       |         |      | (615,785   | )       |         |   | (2,435,384 | )      
|                                                                                      |                                     |                          |           |         |         |      |            |         |         |   |            |        
|NET INCOME (LOSS)                                                                     |                                     | $                        | 16,552    |         |         | $    | (1,341,174 | )       |         | $ | (3,120,571 | )      
|                                                                                      |                                     |                          |           |         |         |      |            |         |         |   |            |        
|NET INCOME (LOSS) PER LIMITED
PARTNERSHIP INTEREST (Note 1)                           |                                     | $                        | 1         |         |         | $    | (56        | )       |         | $ | (129       | )      
|                                                                                      |                                     |                          |           |         |         |      |            |         |         |   |            |        

The accompanying notes are an integral part of these financial statements.



3



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##### Table of Contents



NATIONAL TAX CREDIT PARTNERS, L.P.
(a California limited partnership)
 STATEMENTS OF PARTNERS EQUITY (DEFICIENCY)
FOR THE YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999

|                                                 |                     |   |          |   |          |   |          |         |       |   |           |            |   |   |           |            |  
|------------------------------------------------ | ------------------- | - | -------- | - | -------- | - | -------- | ------- | ----- | - | --------- | ---------- | - | - | --------- | ---------- | -
|                                                 |                     |   | Special  |   |          |   |          |         |       |   |           |            |   |   |          
|                                                 |                     |   | Limited  |   | General  |   | Limited  |         |       |   |          
|                                                 |                     |   | Partners |   | Partners |   | Partners |         | Total
|                                                 |                     |   |          |   |          |   |          |         |      
|PARTNERS EQUITY (DEFICIENCY),
January 1, 1999   |                     | $ | 1,000    |   |          | $ | (461,754 | )       |       | $ | 6,167,700 |            |   | $ | 5,706,946 |           
|                                                 | Net loss for 1999   |   |          |  |          |   |          | (31,206 | )     |   |           | (3,089,365 | ) |   |           | (3,120,571 | )
|                                                 |                     |   |          |   |          |   |          |         |       |   |           |            |   |   |           |           
|PARTNERS EQUITY (DEFICIENCY),
December 31, 1999 |                     |   | 1,000    |   |          |   | (492,960 | )       |       |   | 3,078,335 |            |   |   | 2,586,375 |           
|                                                 | Net loss for 2000   |   |          |  |          |   |          | (13,412 | )     |   |           | (1,327,762 | ) |   |           | (1,341,174 | )
|                                                 |                     |   |          |   |          |   |          |         |       |   |           |            |   |   |           |           
|PARTNERS EQUITY (DEFICIENCY),
December 31, 2000 |                     |   | 1,000    |   |          |   | (506,372 | )       |       |   | 1,750,573 |            |   |   | 1,245,201 |           
|                                                 | Net income for 2001 |   |          |  |          |   |          | 166     |       |   |           | 16,386     |   |   |           | 16,552     |  
|                                                 |                     |   |          |   |          |   |          |         |       |   |           |            |   |   |           |           
|PARTNERS EQUITY (DEFICIENCY),
December 31, 2001 |                     | $ | 1,000    |   |          | $ | (506,206 | )       |       | $ | 1,766,959 |            |   | $ | 1,261,753 |           
|                                                 |                     |   |          |   |          |   |          |         |       |   |           |            |   |   |           |           

The accompanying notes are an integral part of these financial statements.



4



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##### Table of Contents



NATIONAL TAX CREDIT PARTNERS, L.P.
(a California limited partnership)
 STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999

|                                                     |                                                                             |                                                                                |                                           |                                                     |            |            |            |            |          |         |          |            |           |          |         |  
|---------------------------------------------------- | --------------------------------------------------------------------------- | ------------------------------------------------------------------------------ | ----------------------------------------- | --------------------------------------------------- | ---------- | ---------- | ---------- | ---------- | -------- | ------- | -------- | ---------- | --------- | -------- | ------- | -
|                                                     |                                                                             |                                                                                |                                           |                                                     |            | 2001       |            | 2000       |          | 1999   
|                                                     |                                                                             |                                                                                |                                           |                                                     |            |            |            |            |          |        
|CASH FLOWS FROM OPERATING ACTIVITIES:                |                                                                             |                                                                                |                                           |                                                     |            |            |            |            |          |         |          |           
|                                                     | Net income (loss)                                                           |                                                                                | $                                         | 16,552                                              |            |            | $          | (1,341,174 | )        |         | $        | (3,120,571 | )        
|                                                     | Adjustments to reconcile net loss to net cash
used in operating activities: |                                                                                |                                           |                                                     |            |            |            |            |          |         |          |            |          
|                                                     |                                                                             | Equity in losses of limited partnerships
and amortization of acquisition costs |                                           |                                                     | 755,820    |            |            |            | 615,785  |         |          |            | 2,435,384 |         
|                                                     |                                                                             | Gain on sale of partnership interests                                          |                                           |                                                     | (1,493,487 | )          |            |            |         |         |          |            |          |         
|                                                     |                                                                             | Increase (decrease) in:                                                        |                                           |                                                     |            |            |            |            |          |         |          |            |           |         
|                                                     |                                                                             |                                                                                | Accrued fees and expenses due to partners |                                                     |            | (1,947,737 | )          |            |          | 685,622 |          |            |           | 692,952  |        
|                                                     |                                                                             |                                                                                | Accounts payable and accrued expenses     |                                                     |            | (82,251    | )          |            |          | 135,425 |          |            |           | (100,352 | )      
|                                                     |                                                                             |                                                                                |                                           |                                                     |            |            |            |            |          |         |          |           
|                                                     |                                                                             |                                                                                |                                           | Net cash provided by (used in) operating activities |            |            | (2,751,103 | )          |          |         | 95,658   |            |           |          | (92,587 | )
|                                                     |                                                                             |                                                                                |                                           |                                                     |            |            |            |            |          |         |          |           
|CASH FLOWS FROM INVESTING ACTIVITIES:                |                                                                             |                                                                                |                                           |                                                     |            |            |            |            |          |         |          |           
|                                                     | Investments in investee partnerships:                                       |                                                                                |                                           |                                                     |            |            |            |            |          |         |          |            |          
|                                                     |                                                                             | Capital contributions to limited partnerships                                  |                                           |                                                     | (431,585   | )          |            |            | (169,082 | )       |          |            | (120,420  | )       
|                                                     |                                                                             | Proceeds from sale of partnership interests                                    |                                           |                                                     | 3,403,840  |            |            |            |          |         |          |            |           |         
|                                                     |                                                                             | Distributions recognized as a return of capital                                |                                           |                                                     | 168,491    |            |            |            | 88,320   |         |          |            | 55,676    |         
|                                                     |                                                                             |                                                                                |                                           |                                                     |            |            |            |            |          |         |          |           
|                                                     |                                                                             |                                                                                |                                           | Net cash used in investing activities               |            |            | 3,140,746  |            |          |         | (80,762  | )          |           |          | (64,744 | )
|                                                     |                                                                             |                                                                                |                                           |                                                     |            |            |            |            |          |         |          |           
|NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS |                                                                             |                                                                                | 389,643                                   |                                                     |            |            | 14,896     |            |          |         | (157,331 | )         
|CASH AND CASH EQUIVALENTS,
beginning of year         |                                                                             |                                                                                | 78,022                                    |                                                     |            |            | 63,126     |            |          |         | 220,457  |           
|                                                     |                                                                             |                                                                                |                                           |                                                     |            |            |            |            |          |         |          |           
|CASH AND CASH EQUIVALENTS,
end of year               |                                                                             | $                                                                              | 467,665                                   |                                                     |            | $          | 78,022     |            |          | $       | 63,126   |           
|                                                     |                                                                             |                                                                                |                                           |                                                     |            |            |            |            |          |         |          |           

The accompanying notes are an integral part of these financial statements.



5



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##### Table of Contents



NATIONAL TAX CREDIT PARTNERS, L.P.
(a California limited partnership)
 NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2001



|1. |  | 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 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). Casden Investment Corporation
owns 100% of NAPICOs stock. The special limited partner of the
Partnership (the Special Limited Partner) is PaineWebber T.C., Inc., a
Delaware corporation. 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, a Maryland corporation (AIMCO) and
certain of its subsidiaries, pursuant to which AIMCO will acquire Casden
Properties Inc. and its subsidiaries, including NAPICO. The transactions
are expected to close in February 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.
 
Upon total or partial liquidation of the Partnership or the disposition or
partial disposition of a project or project interest and distribution of
the proceeds, the General Partner will be entitled to a property
disposition fee as mentioned in the partnership agreement. The limited
partners will have a priority item equal to their invested capital plus a
10% priority return as defined in the partnership agreement. This
property disposition fee may accrue but shall not be paid until the
limited partners have received distributions equal to 100% of their
capital contributions plus the 10% priority return.
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents



NATIONAL TAX CREDIT PARTNERS, L.P.
(a California limited partnership)
 NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2001



|1. |  | Summary of Significant Accounting Policies (Continued)
 
Basis of Presentation
 
The accompanying financial statements have been prepared in conformity
with accounting principles generally accepted in the United States of
America.
 
Recent Accounting Pronouncements
 
In July 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards Number (SFAS No.) 141, Business
Combinations and SFAS No. 142, Goodwill and Other Intangible Assets.
SFAS No. 141 was effective immediately and SFAS 142 will be effective
January 2002. The new standards are not expected to have a significant
impact on the Partnerships financial statements.
 
Use of Estimates
 
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and reported amounts
of revenues and expenses during the reporting period. 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 on a straight line basis over the
estimated lives of the underlying assets, which is generally 30 years.
 
Net Loss Per Limited Partnership Interest
 
Net loss per limited partnership interest was computed by dividing the
limited partners share of net loss by the number of limited partnership
interests outstanding during the year. The number of limited partnership
interests was 23,899 for all years presented.
 
Cash and Cash Equivalents
 
Cash and cash equivalents consist of cash and bank certificates with an
original maturity of three months or less. The Partnership has its cash
and cash equivalents on deposit with high quality financial institutions.
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



7



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##### Table of Contents



NATIONAL TAX CREDIT PARTNERS, L.P.
(a California limited partnership)
 NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2001



|1. |  | Summary of Significant Accounting Policies (Continued)
 
Impairment of Long-Lived Assets
 
The Partnership reviews long-lived assets to determine if there has been
any permanent 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. No
impairment losses were recognized during the years ended December 31,
2001, 2000 and 1999.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Investments in Limited Partnerships
 
The Partnership currently holds limited partnership interests in 26 local
limited partnerships the Local Partnerships), located in 12 different
states, after selling its interests in four properties and the lender
foreclosed on one property in 2001. In addition, a lender foreclosed on
one property in January 2002. As a limited partner of the Local
Partnerships, the Partnership does not have authority over day-to-day
management of the Local Partnerships or their properties (the Apartment
Complexes). 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.
 
At December 31, 2001, the Local Partnerships own residential projects
consisting of 2,310 apartment units.
 
The Partnership, as a limited partner in each Local Partnership, is
generally entitled to 99 percent of the operating profits and losses of
the Local Partnerships. National Tax Credit, Inc. (NTC), an affiliate of
the General Partner, 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 Partnership, or as
the Local Operating General Partner of the Local Partnership in which case
it is entitled to .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s allocable share of losses from Local Partnerships are
recognized in the financial statements until the related investment
account is reduced to a zero balance. Losses incurred after the
investment account is reduced to zero are not recognized. The cumulative
amount of the unrecognized equity in losses of unconsolidated limited
partnerships was approximately $31,420,000 and $27,864,000 as of December
31, 2001 and 2000, respectively.



8



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##### Table of Contents



NATIONAL TAX CREDIT PARTNERS, L.P.
(a California limited partnership)
 NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2001



|2. |  | Investments in Limited Partnerships (Continued)
 
Distributions from the Local Partnerships are accounted for as a return of
capital until the investment balance is reduced to zero or to a negative
amount equal to further capital contributions required. Subsequent
distributions received will be recognized as income.
 
During 2001, the Partnership sold its interests in the Holden, Ticino,
Hickory Green and Newbury Local Partnerships and realized a gain of
$1,493,487 and net proceeds of $3,403,840. In addition, the lenders
foreclosed on the Meadows and Dynes Local Partnerships in October 2001 and
January 2002, respectively. At December 31, 2001 the Partnership had no
investment balance related to these Local Partnerships.
 
The following is a summary of the investments in and advances to Local
Partnerships and reconciliation to the Local Partnerships accounts:
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                                                       |  |      |            |      |  |   |           |  
|------------------------------------------------------ |  | ---- | ---------- | ---- |  | - | --------- | -
|                                                       |  | 2001 |            | 2000
|                                                       |  |      |            |     
|Investment balance, beginning of year                  |  | $    | 8,515,958  |      |  | $ | 9,050,981 |  
|Sale of properties                                     |  |      | (1,910,353 | )    |  |   |          |  
|Capital contributions to limited partnerships          |  |      | 431,585    |      |  |   | 169,082   |  
|Equity in loss of limited partnerships                 |  |      | (705,473   | )    |  |   | (544,406  | )
|Amortization of capitalized acquisition costs and fees |  |      | (50,347    | )    |  |   | (71,379   | )
|Distributions recognized as a return of capital        |  |      | (168,491   | )    |  |   | (88,320   | )
|                                                       |  |      |            |      |  |   |           |  
|Investment balance, end of year                        |  | $    | 6,112,879  |      |  | $ | 8,515,958 |  
|                                                       |  |      |            |      |  |   |           |  



| |  | The difference between the investment per the accompanying balance sheets
at December 31, 2001 and 2000, 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 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), NTCP was required to
contribute an additional $266,841 to the Local Partnership over a ten year
period. In exchange, the debt service on the property is 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 (see Note
3). The parties are in the process of negotiating the terms of a new
agreement that provides for the forbearance of the aforementioned
liability while admitting the lender or its affiliates to the Local
Partnership as a 95% limited partner. In accordance with the new
agreement being negotiated, the current administrative general partner, an
affiliate of NAPICO, will withdraw completely
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



9



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##### Table of Contents



NATIONAL TAX CREDIT PARTNERS, L.P.
(a California limited partnership)
 NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2001



|2. |  | Investments in Limited Partnerships (Continued)
 
from Blue Lake and the Partnership will retain a 5% limited partnership
interest until 2004, at which time, all of the Partnerships interests
will be conveyed to the remaining partners. The Partnerships investment
in Blue Lake at December 31, 2001 was zero.
 
Summit I, II and III
 
At December 31, 2001, the Summit I, II and III properties have
approximately $552,000 in outstanding property taxes and judgment liens.
The local general partner is currently attempting to negotiate discounted
payments and/or payment plans for these items which, if unsuccessful,
could result in foreclosure proceedings on all three properties. The
Partnerships carrying value of the investments in Summit I, Summit II and
Summit III of approximately 3.2%, 1.4% and 4.6%, respectively, of the
Partnerships original portfolio investment, is zero.
 
Concept I and II
 
The senior mortgagee for the Concept I and II properties has filed
foreclosure actions against the properties. The second and third
mortgagees have also filed claims for foreclosure of their mortgages. All
three lenders are seeking deficiency judgments. The Local Partnerships
have answered the claims and stipulated to the appointment of a receiver.
A motion for summary judgement by the senior mortgagee is pending. The
parties are in the process of negotiating a settlement. The Partnership
has no investment balance related to these Local Partnerships.
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



10



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##### Table of Contents



NATIONAL TAX CREDIT PARTNERS, L.P.
(a California limited partnership)
 NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2001



|2. |  | Investments in Limited Partnerships (Continued)
 
Selected financial information from the combined financial statements of
the Local Partnerships at December 31, 2001 and 2000 and for each of the
three years in the period ended December 31, 2001 is as follows:
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Balance Sheets

|                                                 |  |                |         |      |  |   |         |  
|------------------------------------------------ |  | -------------- | ------- | ---- |  | - | ------- | -
|                                                 |  | 2001           |         | 2000
|                                                 |  |                |         |     
|                                                 |  | (in thousands)
|Land and buildings, net                          |  | $              | 73,516  |      |  | $ | 91,472  |  
|                                                 |  |                |         |      |  |   |         |  
|Total assets                                     |  | $              | 77,724  |      |  | $ | 97,518  |  
|                                                 |  |                |         |      |  |   |         |  
|Mortgages payable secured by real property       |  | $              | 78,987  |      |  | $ | 88,110  |  
|                                                 |  |                |         |      |  |   |         |  
|Total liabilities                                |  | $              | 103,895 |      |  | $ | 116,504 |  
|                                                 |  |                |         |      |  |   |         |  
|Deficiency of National Tax Credit Partners, L.P. |  | $              | (24,113 | )    |  | $ | (20,136 | )
|                                                 |  |                |         |      |  |   |         |  
|(Deficiency) equity of other partners            |  | $              | (2,058  | )    |  | $ | 1,150   |  
|                                                 |  |                |         |      |  |   |         |  

Statements of Operations

|                                      |  |                |        |      |  |      |        |   |  |   |        |  
|------------------------------------- |  | -------------- | ------ | ---- |  | ---- | ------ | - |  | - | ------ | -
|                                      |  | 2001           |        | 2000 |  | 1999
|                                      |  |                |        |      |  |     
|                                      |  | (in thousands)
|Total revenues                        |  | $              | 15,636 |      |  | $    | 18,655 |   |  | $ | 18,350 |  
|                                      |  |                |        |      |  |      |        |   |  |   |        |  
|Interest expense                      |  | $              | 6,807  |      |  | $    | 7,886  |   |  | $ | 7,336  |  
|                                      |  |                |        |      |  |      |        |   |  |   |        |  
|Depreciation                          |  | $              | 3,667  |      |  | $    | 4,189  |   |  | $ | 4,230  |  
|                                      |  |                |        |      |  |      |        |   |  |   |        |  
|Total expenses                        |  | $              | 19,882 |      |  | $    | 22,912 |   |  | $ | 27,650 |  
|                                      |  |                |        |      |  |      |        |   |  |   |        |  
|Net loss                              |  | $              | (4,246 | )    |  | $    | (4,257 | ) |  | $ | (9,300 | )
|                                      |  |                |        |      |  |      |        |   |  |   |        |  
|Net loss allocable to the Partnership |  | $              | (3,830 | )    |  | $    | (3,993 | ) |  | $ | (8,830 | )
|                                      |  |                |        |      |  |      |        |   |  |   |        |  



| |  | Included in expenses for 1999 are impairment losses related to certain
Local Partnerships, in which the Partnership has a zero investment
balance.
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------



11



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##### Table of Contents



NATIONAL TAX CREDIT PARTNERS, L.P.
(a California limited partnership)
 NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2001



|2. |  | Investments in Limited Partnerships (Continued)
 
An affiliate of the General Partner is the Local Operating General Partner
in eleven of the Local Partnerships included above, and another affiliate
receives property management fees of 4.5 percent of gross revenues from
three of these Local Partnerships. The following sets forth the
significant combined data for the Local Partnerships in which an affiliate
of the General Partner was the Local Operating General Partner, reflected
in the accompanying financial statements using the equity method of
accounting:
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                                                 |  |                |        |      |  |      |         |   |  |   |        |  
|------------------------------------------------ |  | -------------- | ------ | ---- |  | ---- | ------- | - |  | - | ------ | -
|                                                 |  | 2001           |        | 2000 |  | 1999
|                                                 |  |                |        |      |  |     
|                                                 |  | (in thousands)
|Total assets                                     |  | $              | 25,459 |      |  | $    | 42,000  |   |  |   |        |  
|                                                 |  |                |        |      |  |      |         |   |  |   |        |  
|Total liabilities                                |  | $              | 31,576 |      |  | $    | 48,940  |   |  |   |        |  
|                                                 |  |                |        |      |  |      |         |   |  |   |        |  
|Deficiency of National Tax Credit Partners, L.P. |  | $              | (6,763 | )    |  | $    | (10,461 | ) |  |   |        |  
|                                                 |  |                |        |      |  |      |         |   |  |   |        |  
|Equity of other partners                         |  | $              | 7,646  |      |  | $    | 3,521   |   |  |   |        |  
|                                                 |  |                |        |      |  |      |         |   |  |   |        |  
|Total revenue                                    |  | $              | 4,941  |      |  | $    | 7,728   |   |  | $ | 7,462  |  
|                                                 |  |                |        |      |  |      |         |   |  |   |        |  
|Net loss                                         |  | $              | (1,331 | )    |  | $    | (1,677  | ) |  | $ | (1,566 | )
|                                                 |  |                |        |      |  |      |         |   |  |   |        |  



|3. |  | Capital Contributions Payable
 
The capital contributions payable are unsecured and non-interest bearing.
Pursuant to the terms of a new loan workout being negotiated relating to
the Blue Lake Local Partnership (See Note 2), the Partnership will no
longer be liable for unpaid capital contributions of $266,841. This amount
will be written off to income upon execution of the agreement.
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|4. |  | Related-Party Transactions
 
Under the terms of the Restated Certificate and Agreement of the Limited
Partnership, the Partnership is obligated to the General Partner and the
Special Limited Partner for the following fees:                                                                                                                                                                    



| | (a) |  | An annual Partnership management fee in an annual amount equal
to 0.5 percent of invested assets (as defined in the partnership
agreement) is payable to the General Partner and Special Limited
Partner. Partnership management fees expensed were and $606,263,
$637,090 and $692,952 for 2001, 2000 and 1999, respectively. At
December 31, 2001 and 2000, $4,892,971 and $6,799,251, respectively,
was due the General Partner and Special Limited Partner.
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



12



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##### Table of Contents



NATIONAL TAX CREDIT PARTNERS, L.P.
(a California limited partnership)
 NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2001



|4. |  | Related-Party Transactions (Continued)
|-- |  | --------------------------------------



| |     |  | As of December 31, 2001, the fees and expenses due the General
Partner and Special Limited Partner exceeded the Partnerships cash.
The partners, during the forthcoming year, will not demand payment of
amounts due in excess of such cash or such that the Partnership would
not have sufficient operating cash; however, the Partnership will
remain liable for all such amounts.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (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 certain expenses to the General
Partner. The reimbursement due to the General Partner was $56,628,
$40,900 and $0 for the years ended December 31, 2001, 2000 and 1999,
respectively, and is included in general and administrative expenses.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      



| |  | NTC is the Local Operating General Partner in eleven of the Partnerships
26 Local Partnerships. In addition, NTC is either a special limited
partner or a non-managing, administrative general partner in each Local
Partnership.                                       
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | An affiliate of the General Partner is responsible for the on-site
property management for three Local Partnerships (Note 2). The Local
Partnerships paid the affiliate property management fees of $123,780,
$165,663 and $108,654 in 2001, 2000 and 1999, respectively.



13



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##### Table of Contents



NATIONAL TAX CREDIT PARTNERS, L.P.
(a California limited partnership)
 NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2001



|5. |  | Income Taxes
 
No provision has been made for income taxes in the accompanying financial
statements since such taxes, if any, are the liability of the individual
partners. The major differences in tax and financial statement losses
result from the use of different bases and depreciation methods for the
properties held by the Local Partnerships. Additional differences in tax
and financial losses arise when financial statement losses are not
recognized after the investment balance has been reduced to zero or to a
negative amount equal to further capital contributions required.     
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|6. |  | Contingencies
 
The General Partner of the Partnership is a plaintiff in various lawsuits
and has also been named as a defendant in other lawsuits (Note 2) arising
from transactions in the ordinary course of business. In addition, the
Partnership is involved in several suits. In the opinion of management
and the General Partner, the claims will not result in any material
liability to the Partnership.                                                                                                                                                                                       
|  
|7. |  | Fair Value of Financial Instruments
 
Statement of Financial Accounting Standards No. 107, Disclosure about
Fair Value of Financial Instruments, requires disclosure of fair value
information about financial instruments, when it is practicable to
estimate that value. It is impracticable to estimate the fair value of
the amounts due to partners due to their related party nature. The
carrying amount of other assets and liabilities reported on the balance
sheets that require such disclosure approximates fair value due to their
short-term maturity.                                   
|  
|8. |  | Fourth-Quarter Adjustment
 
The Partnerships policy is to record its equity in the loss of limited
partnerships on a quarterly basis using estimated financial information
furnished by the various local operating general partners. The equity in
loss reflected in the accompanying annual financial statements is based
primarily upon audited financial statements of the investee limited
partnerships. The decrease in equity in loss of approximately $6,335
between the estimated nine-month equity in loss and the actual 2001 year
end equity in loss has been recorded in the fourth quarter.



14



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##### Table of Contents



NATIONAL TAX CREDIT PARTNERS, L.P.
INVESTMENTS IN LOCAL LIMITED PARTNERSHIPS
YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999



| | SCHEDULE
(Continued)
| | --------------------

|                     |  |                              |           |         |  |         |            |          |  |        |   |        |  |              |          |       |  |   |          |   |  |   |         |   |  |   |           | 
|-------------------- |  | ---------------------------- | --------- | ------- |  | ------- | ---------- | -------- |  | ------ | - | ------ |  | ------------ | -------- | ----- |  | - | -------- | - |  | - | ------- | - |  | - | --------- | 
|                     |  | Year ended December 31, 2001
|                     |  |                             
|                     |  |                              |           |         |  | Capital |            |          |  |        |   | Cash   |  | Equity       |          | Amort |  |   |          |  
|                     |  | BALANCE                      |           | Contri- |  | Acq     |            | Distri-  |  | in     |   | of Acq |  | BALANCE     
|LIMITED              |  | JANUARY 1,                   |           | butions |  | Costs/  |            | butions  |  | Income |   | Costs/ |  | DECEMBER 31,
|PARTNERSHIPS         |  | 2001                         |           | (Sale)  |  | Fees    |            | Received |  | (Loss) |   | Fees   |  | 2001        
|                     |  |                              |           |         |  |         |            |          |  |        |   |        |  |             
|Apple Tree           |  | $                            | 92,839    |         |  | $       |            |          |  | $      |   |        |  | $            | (1,900   | )     |  | $ | (26,946  | ) |  | $ | (1,417  | ) |  | $ | 62,576    | 
|Blue Lake            |  |                              |          |         |  |         |            |          |  |        |   |        |  |              |          |       |  |   |         |   |  |   |         |   |  |   |          | 
|ComFed               |  |                              |          |         |  |         |            |          |  |        |   |        |  |              |          |       |  |   |         |   |  |   |         |   |  |   |          | 
|Concept I & II       |  |                              |          |         |  |         | 41,452     |          |  |        |   |        |  |              |          |       |  |   | (41,452  | ) |  |   |         |   |  |   |          | 
|Countryview Columbus |  |                              |          |         |  |         | 16,419     |          |  |        |   |        |  |              |          |       |  |   | (16,419  | ) |  |   |         |   |  |   |          | 
|Dickens              |  |                              |          |         |  |         |            |          |  |        |   |        |  |              |          |       |  |   |         |   |  |   |         |   |  |   |          | 
|Dynes Village        |  |                              |          |         |  |         | 234,439    |          |  |        |   |        |  |              |          |       |  |   | (234,439 | ) |  |   |         |   |  |   |          | 
|Genoa Plaza          |  |                              | 32,172    |         |  |         | 500        |          |  |        |   |        |  |              | (5,895   | )     |  |   | (26,469  | ) |  |   | (308    | ) |  |   |          | 
|Glenark              |  |                              |          |         |  |         | 91,489     |          |  |        |   |        |  |              |          |       |  |   | (91,489  | ) |  |   |         |   |  |   |          | 
|Grand Meadows        |  |                              | 580,437   |         |  |         |            |          |  |        |   |        |  |              |          |       |  |   | (94,928  | ) |  |   | (3,814  | ) |  |   | 481,695   | 
|Grinnell Park        |  |                              | 80,108    |         |  |         | 3,175      |          |  |        |   |        |  |              | (1,518   | )     |  |   | (25,164  | ) |  |   | (215    | ) |  |   | 56,386    | 
|Hickory Green*       |  |                              | 203,089   |         |  |         | (203,089   | )        |  |        |   |        |  |              |          |       |  |   |          |   |  |   |         |   |  |   |          | 
|Holden Village*      |  |                              |          |         |  |         |           |          |  |        |   |        |  |              |          |       |  |   |         |   |  |   |         |   |  |   |          | 
|Kimberly Court       |  |                              | 16,892    |         |  |         |            |          |  |        |   |        |  |              |          |       |  |   | (16,031  | ) |  |   | (831    | ) |  |   | 30        | 
|The Meadows*         |  |                              |          |         |  |         | 40,128     |          |  |        |   |        |  |              |          |       |  |   | (40,128  | ) |  |   |         |   |  |   |          | 
|Mountain View I      |  |                              | 802,644   |         |  |         |            |          |  |        |   |        |  |              | (52,500  | )     |  |   | 28,426   |   |  |   | (7,991  | ) |  |   | 770,579   | 
|Mountain View II     |  |                              | 1,013,214 |         |  |         |            |          |  |        |   |        |  |              | (52,500  | )     |  |   | 33,237   |   |  |   | (7,991  | ) |  |   | 985,960   | 
|Newbury Place*       |  |                              | 1,707,264 |         |  |         | (1,707,264 | )        |  |        |   |        |  |              |          |       |  |   |         |   |  |   |        |   |  |   |          | 
|North Liberty Park   |  |                              |          |         |  |         | 3,175      |          |  |        |   |        |  |              |          |       |  |   | (3,175   | ) |  |   |         |   |  |   |          | 
|Paris Hotel          |  |                              |          |         |  |         |            |          |  |        |   |        |  |              |          |       |  |   |         |   |  |   |         |   |  |   |          | 
|Rolling Hills        |  |                              |          |         |  |         |            |          |  |        |   |        |  |              |          |       |  |   |         |   |  |   |         |   |  |   |          | 
|Rose City            |  |                              | 360,604   |         |  |         |            |          |  |        |   |        |  |              |          |       |  |   | (3,707   | ) |  |   | (3,942  | ) |  |   | 352,956   | 
|Summit I             |  |                              |          |         |  |         | 232        |          |  |        |   |        |  |              |          |       |  |   | (232     | ) |  |   |         |   |  |   |          | 
|Summit II            |  |                              |          |         |  |         | 232        |          |  |        |   |        |  |              |          |       |  |   | (232     | ) |  |   |         |   |  |   |          | 
|Summit III           |  |                              |          |         |  |         | 232        |          |  |        |   |        |  |              |          |       |  |   | (232     | ) |  |   |         |   |  |   |          | 
|Torres de Plata I    |  |                              |          |         |  |         |            |          |  |        |   |        |  |              |          |       |  |   |         |   |  |   |         |   |  |   |          | 
|Terrace Gardens      |  |                              | 1,516,622 |         |  |         | 112        |          |  |        |   |        |  |              | (32,500  | )     |  |   | (34,150  | ) |  |   | (13,251 | ) |  |   | 1,436,833 | 
|Ticino*              |  |                              |          |         |  |         |            |          |  |        |   |        |  |              |          |       |  |   |         |   |  |   |         |   |  |   |          | 
|Tyrone Elderly       |  |                              | 997,856   |         |  |         |            |          |  |        |   |        |  |              | (21,678  | )     |  |   | 4,711    |   |  |   | (5,186  | ) |  |   | 975,703   | 
|Victorian Park       |  |                              |          |         |  |         |            |          |  |        |   |        |  |              |          |       |  |   |         |   |  |   |         |   |  |   |          | 
|Vinton Park School   |  |                              | 1,112,217 |         |  |         |            |          |  |        |   |        |  |              |          |       |  |   | (116,654 | ) |  |   | (5,402  | ) |  |   | 990,161   | 
|                     |  |                              |           |         |  |         |            |          |  |        |   |        |  |              |          |       |  |   |          |   |  |   |         |   |  |   |           | 
|                     |  | $                            | 8,515,958 |         |  | $       | (1,478,768 | )        |  | $      |  |        |  | $            | (168,491 | )     |  | $ | (705,473 | ) |  | $ | (50,347 | ) |  | $ | 6,112,879 | 
|                     |  |                              |           |         |  |         |            |          |  |        |   |        |  |              |          |       |  |   |          |   |  |   |         |   |  |   |           | 



---

|* |  | The property was sold or foreclosed by the lender during 2001
|- |  | -------------------------------------------------------------



---



##### Table of Contents



NATIONAL TAX CREDIT PARTNERS, L.P.
INVESTMENTS IN LOCAL LIMITED PARTNERSHIPS
YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999



| | SCHEDULE
(Continued)
| | --------------------

|                     |  |                              |           |         |  |         |          |          |  |        |   |        |  |              |         |       |  |   |          |   |  |   |         |   |  |  |           | 
|-------------------- |  | ---------------------------- | --------- | ------- |  | ------- | -------- | -------- |  | ------ | - | ------ |  | ------------ | ------- | ----- |  | - | -------- | - |  | - | ------- | - |  |  | --------- | 
|                     |  | YEAR ENDED DECEMBER 31, 2000
|                     |  |                             
|                     |  |                              |           |         |  | Capital |          |          |  |        |   | Cash   |  | Equity       |         | Amort |  |   |          |  
|                     |  | BALANCE                      |           | Contri- |  | Acq     |          | Distri-  |  | in     |   | of Acq |  | BALANCE     
|LIMITED              |  | JANUARY 1,                   |           | butions |  | Costs/  |          | butions  |  | Income |   | Costs/ |  | DECEMBER 31,
|PARTNERSHIPS         |  | 2000                         |           | (Sale)  |  | Fees    |          | Received |  | (Loss) |   | Fees   |  | 2000        
|                     |  |                              |           |         |  |         |          |          |  |        |   |        |  |             
|Apple Tree           |  | $                            | 114,203   |         |  | $       |          |          |  | $      |   |        |  | $            |         |       |  | $ | (19,946  | ) |  | $ | (1,418  | ) |  |  | 92,839    | 
|Blue Lake            |  |                              |          |         |  |         |          |          |  |        |   |        |  |              |         |       |  |   |          |   |  |   |        |   |  |  |          | 
|ComFed               |  |                              |          |         |  |         |          |          |  |        |   |        |  |              |         |       |  |   |          |   |  |   |        |   |  |  |          | 
|Concept I & II       |  |                              |          |         |  |         | 28,000   |          |  |        |   |        |  |              |         |       |  |   | (28,000  | ) |  |   |        |   |  |  |          | 
|Countryview Columbus |  |                              |          |         |  |         |          |          |  |        |   |        |  |              |         |       |  |   |          |   |  |   |        |   |  |  |          | 
|Dickens              |  |                              |          |         |  |         |          |          |  |        |   |        |  |              |         |       |  |   |          |   |  |   |        |   |  |  |          | 
|Dynes Village        |  |                              |          |         |  |         | 102,165  |          |  |        |   |        |  |              |         |       |  |   | (102,165 | ) |  |   |        |   |  |  |          | 
|Genoa Plaza          |  |                              | 80,026    |         |  |         | 650      |          |  |        |   |        |  |              | (5,896  | )     |  |   | (42,079  | ) |  |   | (529    | ) |  |  | 32,172    | 
|Glenark              |  |                              |          |         |  |         | 38,045   |          |  |        |   |        |  |              |         |       |  |   | (38,045  | ) |  |   |        |   |  |  |          | 
|Grand Meadows        |  |                              | 687,124   |         |  |         |          |          |  |        |   |        |  |              |         |       |  |   | (102,875 | ) |  |   | (3,812  | ) |  |  | 580,437   | 
|Grinnell Park        |  |                              | 96,098    |         |  |         | 1,800    |          |  |        |   |        |  |              | (1,518  | )     |  |   | (16,057  | ) |  |   | (215    | ) |  |  | 80,108    | 
|Hickory Green        |  |                              | 261,372   |         |  |         | 53,032   |          |  |        |   |        |  |              |         |       |  |   | (106,036 | ) |  |   | (5,279  | ) |  |  | 203,089   | 
|Holden Village       |  |                              |          |         |  |         | 73,350   |          |  |        |   |        |  |              |         |       |  |   | (73,350  | ) |  |   |         |   |  |  |          | 
|Kimberly Court       |  |                              | 48,388    |         |  |         |          |          |  |        |   |        |  |              |         |       |  |   | (29,833  | ) |  |   | (1,663  | ) |  |  | 16,892    | 
|The Meadows          |  |                              |          |         |  |         | 18,000   |          |  |        |   |        |  |              |         |       |  |   | (18,000  | ) |  |   |        |   |  |  |          | 
|Mountain View I      |  |                              | 807,178   |         |  |         | (32,500  | )        |  |        |   |        |  |              |         |       |  |   | 35,956   |   |  |   | (7,990  | ) |  |  | 802,644   | 
|Mountain View II     |  |                              | 1,075,575 |         |  |         | (53,449  | )        |  |        |   |        |  |              | (41,051 | )     |  |   | 40,129   |   |  |   | (7,990  | ) |  |  | 1,013,214 | 
|Newbury Place        |  |                              | 1,826,352 |         |  |         | (101,000 | )        |  |        |   |        |  |              | (11,568 | )     |  |   | 8,178    |   |  |   | (14,698 | ) |  |  | 1,707,264 | 
|North Liberty Park   |  |                              |          |         |  |         | 1,800    |          |  |        |   |        |  |              |         |       |  |   | (1,800   | ) |  |   |         |   |  |  |          | 
|Paris Hotel          |  |                              |          |         |  |         |          |          |  |        |   |        |  |              |         |       |  |   |          |   |  |   |         |   |  |  |          | 
|Rolling Hills        |  |                              |          |         |  |         |          |          |  |        |   |        |  |              |         |       |  |   |          |   |  |   |         |   |  |  |          | 
|Rose City            |  |                              | 271,115   |         |  |         |          |          |  |        |   |        |  |              | (1,000  | )     |  |   | 94,430   |   |  |   | (3,941  | ) |  |  | 360,604   | 
|Summit I             |  |                              |          |         |  |         | 2,123    |          |  |        |   |        |  |              |         |       |  |   | (2,123   | ) |  |   |         |   |  |  |          | 
|Summit II            |  |                              |          |         |  |         | 2,255    |          |  |        |   |        |  |              |         |       |  |   | (2,255   | ) |  |   |         |   |  |  |          | 
|Summit III           |  |                              |          |         |  |         | 5,805    |          |  |        |   |        |  |              |         |       |  |   | (5,805   | ) |  |   |         |   |  |  |          | 
|Torres de Plata I    |  |                              |          |         |  |         |          |          |  |        |   |        |  |              |         |       |  |   |          |   |  |   |         |   |  |  |          | 
|Terrace Gardens      |  |                              | 1,598,339 |         |  |         |          |          |  |        |   |        |  |              | (11,454 | )     |  |   | (57,010  | ) |  |   | (13,253 | ) |  |  | 1,516,622 | 
|Ticino               |  |                              |          |         |  |         | 26,506   |          |  |        |   |        |  |              |         |       |  |   | (26,506  | ) |  |   |         |   |  |  |          | 
|Tyrone Elderly       |  |                              | 1,004,763 |         |  |         | 2,500    |          |  |        |   |        |  |              | (15,833 | )     |  |   | 11,614   |   |  |   | (5,188  | ) |  |  | 997,856   | 
|Victorian Park       |  |                              |          |         |  |         |          |          |  |        |   |        |  |              |         |       |  |   |          |   |  |   |         |   |  |  |          | 
|Vinton Park School   |  |                              | 1,180,448 |         |  |         |          |          |  |        |   |        |  |              |         |       |  |   | (62,828  | ) |  |   | (5,403  | ) |  |  | 1,112,217 | 
|                     |  |                              |           |         |  |         |          |          |  |        |   |        |  |              |         |       |  |   |          |   |  |   |         |   |  |  |           | 
|                     |  | $                            | 9,050,981 |         |  | $       | 169,082  |          |  | $      |  |        |  | $            | (88,320 | )     |  | $ | (544,406 | ) |  | $ | (71,379 | ) |  |  | 8,515,958 | 
|                     |  |                              |           |         |  |         |          |          |  |        |   |        |  |              |         |       |  |   |          |   |  |   |         |   |  |  |           | 



---



##### Table of Contents



NATIONAL TAX CREDIT PARTNERS, L.P.
INVESTMENTS IN LOCAL LIMITED PARTNERSHIPS
YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999



| | SCHEDULE
(Continued)
| | --------------------

|                     |  |                              |            |         |  |         |         |          |  |        |   |        |  |              |         |       |  |   |            |   |  |   |          |   |  |  |           | 
|-------------------- |  | ---------------------------- | ---------- | ------- |  | ------- | ------- | -------- |  | ------ | - | ------ |  | ------------ | ------- | ----- |  | - | ---------- | - |  | - | -------- | - |  |  | --------- | 
|                     |  | YEAR ENDED DECEMBER 31, 1999
|                     |  |                             
|                     |  |                              |            |         |  | Capital |         |          |  |        |   | Cash   |  | Equity       |         | Amort |  |   |            |  
|                     |  | BALANCE                      |            | Contri- |  | Acq     |         | Distri-  |  | in     |   | of Acq |  | BALANCE     
|LIMITED              |  | JANUARY 1,                   |            | butions |  | Costs/  |         | butions  |  | Income |   | Costs/ |  | DECEMBER 31,
|PARTNERSHIPS         |  | 1999                         |            | (Sale)  |  | Fees    |         | Received |  | (Loss) |   | Fees   |  | 1999        
|                     |  |                              |            |         |  |         |         |          |  |        |   |        |  |             
|Apple Tree           |  | $                            | 142,544    |         |  | $       |         |          |  | $      |   |        |  | $            | (1,900  | )     |  | $ | (25,023    | ) |  | $ | (1,418   | ) |  |  | 114,203   | 
|Blue Lake            |  |                              |           |         |  |         |         |          |  |        |   |        |  |              |         |       |  |   |           |   |  |   |         |   |  |  |          | 
|ComFed               |  |                              |           |         |  |         |         |          |  |        |   |        |  |              |         |       |  |   |           |   |  |   |         |   |  |  |          | 
|Concept I & II       |  |                              |           |         |  |         | 15,000  |          |  |        |   |        |  |              |         |       |  |   | (15,000    | ) |  |   |         |   |  |  |          | 
|Countryview Columbus |  |                              | 1,237,019  |         |  |         |        |          |  |        |   |        |  |              |         |       |  |   | (948,273   | ) |  |   | (288,746 | ) |  |  |          | 
|Dickens              |  |                              |           |         |  |         |         |          |  |        |   |        |  |              |         |       |  |   |           |   |  |   |         |   |  |  |          | 
|Dynes Village        |  |                              |           |         |  |         | 31,000  |          |  |        |   |        |  |              |         |       |  |   | (31,000    | ) |  |   |         |   |  |  |          | 
|Genoa Plaza          |  |                              | 98,843     |         |  |         | 480     |          |  |        |   |        |  |              |         |       |  |   | (18,768    | ) |  |   | (529     | ) |  |  | 80,026    | 
|Glenark              |  |                              |           |         |  |         | 89,000  |          |  |        |   |        |  |              |         |       |  |   | (89,000    | ) |  |   |         |   |  |  |          | 
|Grand Meadows        |  |                              | 806,657    |         |  |         |         |          |  |        |   |        |  |              |         |       |  |   | (115,721   | ) |  |   | (3,812   | ) |  |  | 687,124   | 
|Grinnell Park        |  |                              | 105,688    |         |  |         |         |          |  |        |   |        |  |              | (1,518  | )     |  |   | (7,857     | ) |  |   | (215     | ) |  |  | 96,098    | 
|Hickory Green        |  |                              | 344,932    |         |  |         |         |          |  |        |   |        |  |              |         |       |  |   | (78,281    | ) |  |   | (5,279   | ) |  |  | 261,372   | 
|Holden Village       |  |                              |           |         |  |         | 45,954  |          |  |        |   |        |  |              |         |       |  |   | (45,954    | ) |  |   |          |   |  |  |          | 
|Kimberly Court       |  |                              | 75,800     |         |  |         |         |          |  |        |   |        |  |              |         |       |  |   | (25,749    | ) |  |   | (1,663   | ) |  |  | 48,388    | 
|The Meadows          |  |                              |           |         |  |         | 8,153   |          |  |        |   |        |  |              |         |       |  |   | (8,153     | ) |  |   |         |   |  |  |          | 
|Mountain View I      |  |                              | 887,560    |         |  |         |         |          |  |        |   |        |  |              |         |       |  |   | (72,392    | ) |  |   | (7,990   | ) |  |  | 807,178   | 
|Mountain View II     |  |                              | 1,223,306  |         |  |         | (50,000 | )        |  |        |   |        |  |              |         |       |  |   | (89,741    | ) |  |   | (7,990   | ) |  |  | 1,075,575 | 
|Newbury Place        |  |                              | 2,016,514  |         |  |         |         |          |  |        |   |        |  |              |         |       |  |   | (175,464   | ) |  |   | (14,698  | ) |  |  | 1,826,352 | 
|North Liberty Park   |  |                              |           |         |  |         |         |          |  |        |   |        |  |              |         |       |  |   |            |   |  |   |          |   |  |  |          | 
|Paris Hotel          |  |                              |           |         |  |         |         |          |  |        |   |        |  |              |         |       |  |   |            |   |  |   |          |   |  |  |          | 
|Rolling Hills        |  |                              |           |         |  |         |         |          |  |        |   |        |  |              |         |       |  |   |            |   |  |   |          |   |  |  |          | 
|Rose City            |  |                              | 532,337    |         |  |         |         |          |  |        |   |        |  |              | (1,000  | )     |  |   | (256,281   | ) |  |   | (3,941   | ) |  |  | 271,115   | 
|Summit I             |  |                              |           |         |  |         | (6,389  | )        |  |        |   |        |  |              |         |       |  |   | 6,389      |   |  |   |          |   |  |  |          | 
|Summit II            |  |                              |           |         |  |         | (6,389  | )        |  |        |   |        |  |              |         |       |  |   | 6,389      |   |  |   |          |   |  |  |          | 
|Summit III           |  |                              |           |         |  |         | (6,389  | )        |  |        |   |        |  |              |         |       |  |   | 6,389      |   |  |   |          |   |  |  |          | 
|Torres de Plata I    |  |                              |           |         |  |         |         |          |  |        |   |        |  |              |         |       |  |   |            |   |  |   |          |   |  |  |          | 
|Terrace Gardens      |  |                              | 1,746,196  |         |  |         |         |          |  |        |   |        |  |              | (35,000 | )     |  |   | (99,604    | ) |  |   | (13,253  | ) |  |  | 1,598,339 | 
|Ticino               |  |                              |           |         |  |         |         |          |  |        |   |        |  |              |         |       |  |   |            |   |  |   |          |   |  |  |          | 
|Tyrone Elderly       |  |                              | 973,913    |         |  |         |         |          |  |        |   |        |  |              | (16,258 | )     |  |   | 52,296     |   |  |   | (5,188   | ) |  |  | 1,004,763 | 
|Victorian Park       |  |                              |           |         |  |         |         |          |  |        |   |        |  |              |         |       |  |   |            |   |  |   |          |   |  |  |          | 
|Vinton Park School   |  |                              | 1,230,312  |         |  |         |         |          |  |        |   |        |  |              |         |       |  |   | (44,461    | ) |  |   | (5,403   | ) |  |  | 1,180,448 | 
|                     |  |                              |            |         |  |         |         |          |  |        |   |        |  |              |         |       |  |   |            |   |  |   |          |   |  |  |           | 
|                     |  | $                            | 11,421,621 |         |  | $       | 120,420 |          |  | $      |  |        |  | $            | (55,676 | )     |  | $ | (2,075,259 | ) |  | $ | (360,125 | ) |  |  | 9,050,981 | 
|                     |  |                              |            |         |  |         |         |          |  |        |   |        |  |              |         |       |  |   |            |   |  |   |          |   |  |  |           | 



---



##### Table of Contents



SCHEDULE
(Continued)

NATIONAL TAX CREDIT PARTNERS, L.P.
INVESTMENTS IN LOCAL LIMITED PARTNERSHIPS
YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999

|       |  |  |    |  |  |                                                                                                                                                                                                                                                                                                                         
|------ |  |  | -- |  |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|NOTES: |  |  | 1. |  |  | Equity in losses represents the Partnerships allocable share of
the
net loss from the Local Partnerships for the year. Equity in losses of
the Local Partnerships will be recognized until the investment balance is
reduced to zero or a negative balance equal to further commitments by the
Partnership.            
|      
|       |  |  | 2. |  |  | Cash distributions from the Local Partnerships
are treated as a return of the investment and reduce the
investment balance until such time as the investment is
reduced to zero or a negative balance equal to further
commitments by the Partnership. Distributions subsequently
received will be recognized as income.



---



##### Table of Contents





| | NATIONAL TAX CREDIT PARTNERS, L.P.
REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY HELD BY LOCAL LIMITED PARTNERSHIPS
IN WHICH NTCP HAS INVESTMENTS
DECEMBER 31, 2001 | SCHEDULE III
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------

|                                    |                      |       |        |      |             |      |           |        |  |           |                |              |                 |   |                        |  |       |   |            |  |  |   |           |  | 
|----------------------------------- | -------------------- | ----- | ------ | ---- | ----------- | ---- | --------- | ------ |  | --------- | -------------- | ------------ | --------------- | - | ---------------------- |  | ----- | - | ---------- |  |  | - | --------- |  | 
|                                    |                      |       |        |      |             |      |           |        |  |           |                |              |                 |   | Buildings, Furnishings |  |       |   |            |  |  |   |          
|                                    |                      |       |        |      |             |      |           |        |  |           |                |              |                 |   | and Equipment          |  | Total |   |            |  | 
|                                    |                      |       | Number |      | Outstanding |      |           |        |  |           | Amount Carried |              | Land, Buildings |   |                        |  |      
|                                    |                      |       | of     |      | Mortgage    |      |           |        |  |           | at Close of    |              | Furnishings and |   | Accumulated           
|Partnership/Location                |                      | Units |        | Loan |             | Land |           | Period |  | Equipment |                | Depreciation
|                                    |                      |       |        |      |             |      |           |        |  |           |                |             
|Apple Tree Associates               |                      |       | 24     |      |             | $    | 883,548   |        |  | $         | 74,000         |              |                 | $ | 1,251,132              |  |       | $ | 1,325,132  |  |  | $ | 388,224   | 
|                                    | Brigham City, UT     |       |        |      |             |      |           |        |  |           |                |              |                 |   |                        |  |       |   |            |  |  |   |           |  | 
|Blue Lake                           |                      |       | 106    |      |             |      | 4,750,000 |        |  |           | 335,000        |              |                 |   | 681,596                |  |       |   | 1,016,596  |  |  |   | 0         | 
|                                    | Miami, FL            |       |        |      |             |      |           |        |  |           |                |              |                 |   |                        |  |       |   |            |  |  |   |           |  | 
|ComFed Qualified Housing Limited    |                      |       | 116    |      |             |      | 2,508,496 |        |  |           | 385,467        |              |                 |   | 4,219,956              |  |       |   | 4,605,423  |  |  |   | 1,995,687 | 
|                                    | Partnership III      |       |        |      |             |      |           |        |  |           |                |              |                 |   |                        |  |       |   |            |  |  |   |           |  | 
|                                    | Omaha, NE            |       |        |      |             |      |           |        |  |           |                |              |                 |   |                        |  |       |   |            |  |  |   |           |  | 
|Concept I & II Limited Partnerships |                      |       | 40     |      |             |      | 855,863   |        |  |           | 131,600        |              |                 |   | 2,440,871              |  |       |   | 2,572,471  |  |  |   | 850,629   | 
|                                    | Cleveland, OH        |       |        |      |             |      |           |        |  |           |                |              |                 |   |                        |  |       |   |            |  |  |   |           |  | 
|Countryview Columbus Limited        |                      |       | 152    |      |             |      | 5,717,554 |        |  |           | 320,000        |              |                 |   | 7,290,177              |  |       |   | 7,610,177  |  |  |   | 2,145,683 | 
|                                    | Canal Winchester, OH |       |        |      |             |      |           |        |  |           |                |              |                 |   |                        |  |       |   |            |  |  |   |           |  | 
|Dickens Associates II               |                      |       | 34     |      |             |      | 1,234,612 |        |  |           | 105,000        |              |                 |   | 2,303,395              |  |       |   | 2,408,395  |  |  |   | 720,007   | 
|                                    | Chicago, IL          |       |        |      |             |      |           |        |  |           |                |              |                 |   |                        |  |       |   |            |  |  |   |           |  | 
|Dynes Village Associates Limited    |                      |       | 42     |      |             |      | 755,000   |        |  |           | 65,000         |              |                 |   | 1,080,420              |  |       |   | 1,145,420  |  |  |   | 234,756   | 
|                                    | Cleveland, OH        |       |        |      |             |      |           |        |  |           |                |              |                 |   |                        |  |       |   |            |  |  |   |           |  | 
|Genoa Plaza Limited Partnership     |                      |       | 48     |      |             |      | 1,317,926 |        |  |           | 98,024         |              |                 |   | 1,704,719              |  |       |   | 1,802,743  |  |  |   | 571,014   | 
|                                    | Genoa City, WI       |       |        |      |             |      |           |        |  |           |                |              |                 |   |                        |  |       |   |            |  |  |   |           |  | 
|Glenark Associates Limited          |                      |       | 67     |      |             |      | 2,816,233 |        |  |           | 45,525         |              |                 |   | 4,195,223              |  |       |   | 4,240,748  |  |  |   | 707,387   | 
|                                    | Woonsocket, RI       |       |        |      |             |      |           |        |  |           |                |              |                 |   |                        |  |       |   |            |  |  |   |           |  | 
|Grand Meadows II Limited            |                      |       | 64     |      |             |      | 1,861,207 |        |  |           | 112,000        |              |                 |   | 3,476,179              |  |       |   | 3,588,179  |  |  |   | 1,140,046 | 
|                                    | Grand Blanc, MI      |       |        |      |             |      |           |        |  |           |                |              |                 |   |                        |  |       |   |            |  |  |   |           |  | 
|Grinnell Park Limited               |                      |       | 24     |      |             |      | 593,718   |        |  |           | 48,400         |              |                 |   | 804,472                |  |       |   | 852,872    |  |  |   | 0         | 
|                                    | Grinnell, PA         |       |        |      |             |      |           |        |  |           |                |              |                 |   |                        |  |       |   |            |  |  |   |           |  | 
|Kimberly Court                      |                      |       | 24     |      |             |      | 1,467,707 |        |  |           | 233,900        |              |                 |   | 1,742,306              |  |       |   | 1,976,206  |  |  |   | 597,193   | 
|                                    | Seward, AK           |       |        |      |             |      |           |        |  |           |                |              |                 |   |                        |  |       |   |            |  |  |   |           |  | 
|Mountain View Limited I             |                      |       | 120    |      |             |      | 2,585,639 |        |  |           | 685,819        |              |                 |   | 4,181,840              |  |       |   | 4,867,659  |  |  |   | 1,340,480 | 
|                                    | Lawrence, MA         |       |        |      |             |      |           |        |  |           |                |              |                 |   |                        |  |       |   |            |  |  |   |           |  | 
|Mountain View Limited II            |                      |       | 159    |      |             |      | 3,824,013 |        |  |           | 866,212        |              |                 |   | 5,191,215              |  |       |   | 6,057,427  |  |  |   | 1,660,562 | 
|                                    | Lawrence, MA         |       |        |      |             |      |           |        |  |           |                |              |                 |   |                        |  |       |   |            |  |  |   |           |  | 
|North Liberty Park Limited          |                      |       | 24     |      |             |      | 595,014   |        |  |           | 47,811         |              |                 |   | 735,190                |  |       |   | 783,001    |  |  |   | 283,757   | 
|                                    | North Liberty, IA    |       |        |      |             |      |           |        |  |           |                |              |                 |   |                        |  |       |   |            |  |  |   |           |  | 
|Paris Hotel Limited Partnership     |                      |       | 17     |      |             |      | 975,483   |        |  |           | 179,160        |              |                 |   | 1,675,053              |  |       |   | 1,854,213  |  |  |   | 507,477   | 
|                                    | Denver, CO           |       |        |      |             |      |           |        |  |           |                |              |                 |   |                        |  |       |   |            |  |  |   |           |  | 
|Rolling Hills Apts. Limited         |                      |       | 232    |      |             |      | 4,742,380 |        |  |           | 800,000        |              |                 |   | 11,690,945             |  |       |   | 12,490,945 |  |  |   | 3,900,935 | 
|                                    | Santoga, PA          |       |        |      |             |      |           |        |  |           |                |              |                 |   |                        |  |       |   |            |  |  |   |           |  | 
|Rose City                           |                      |       | 264    |      |             |      | 8,450,399 |        |  |           | 463,955        |              |                 |   | 10,075,870             |  |       |   | 10,539,825 |  |  |   | 3,896,553 | 
|                                    | Portland, OR         |       |        |      |             |      |           |        |  |           |                |              |                 |   |                        |  |       |   |            |  |  |   |           |  | 
|Art Museum  Summit I (Wallace)     |                      |       | 17     |      |             |      | 1,595,160 |        |  |           | 0              |              |                 |   | 0                      |  |       |   |           |  |  |   | 0         | 
|                                    | Philadelphia, PA     |       |        |      |             |      |           |        |  |           |                |              |                 |   |                        |  |       |   |            |  |  |   |           |  | 
|Art Museum  Summit II (Bergdoll)   |                      |       | 9      |      |             |      | 50,328    |        |  |           | 0              |              |                 |   | 0                      |  |       |   |           |  |  |   | 0         | 
|                                    | Philadelphia, PA     |       |        |      |             |      |           |        |  |           |                |              |                 |   |                        |  |       |   |            |  |  |   |           |  | 
|Art Museum  Summit III (Chandler)  |                      |       | 25     |      |             |      | 2,391,333 |        |  |           | 0              |              |                 |   | 0                      |  |       |   |           |  |  |   | 0         | 
|                                    | Philadelphia, PA     |       |        |      |             |      |           |        |  |           |                |              |                 |   |                        |  |       |   |            |  |  |   |           |  | 
|Terrace Gardens Limited Partnership |                      |       | 150    |      |             |      | 4,632,043 |        |  |           | 1,522,369      |              |                 |   | 8,115,863              |  |       |   | 9,638,232  |  |  |   | 3,802,083 | 



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|                                   |                 |       |        |      |             |      |            |        |  |           |                |              |                 |   |                        |  |       |   |             |  |  |   |            |  | 
|---------------------------------- | --------------- | ----- | ------ | ---- | ----------- | ---- | ---------- | ------ |  | --------- | -------------- | ------------ | --------------- | - | ---------------------- |  | ----- | - | ----------- |  |  | - | ---------- |  | 
|                                   |                 |       |        |      |             |      |            |        |  |           |                |              |                 |   | Buildings, Furnishings |  |       |   |             |  |  |   |           
|                                   |                 |       |        |      |             |      |            |        |  |           |                |              |                 |   | and Equipment          |  | Total |   |             |  | 
|                                   |                 |       | Number |      | Outstanding |      |            |        |  |           | Amount Carried |              | Land, Buildings |   |                        |  |      
|                                   |                 |       | of     |      | Mortgage    |      |            |        |  |           | at Close of    |              | Furnishings and |   | Accumulated           
|Partnership/Location               |                 | Units |        | Loan |             | Land |            | Period |  | Equipment |                | Depreciation
|                                   |                 |       |        |      |             |      |            |        |  |           |                |             
|                                   | Lemon Grove, CA |       |        |      |             |      |            |        |  |           |                |              |                 |   |                        |  |       |   |             |  |  |   |            |  | 
|Torres de Plata I                  |                 |       | 72     |      |             |      | 2,992,607  |        |  |           | 161,280        |              |                 |   | 3,744,551              |  |       |   | 3,905,831   |  |  |   | 1,541,016  | 
|                                   | Toa Alta, PR    |       |        |      |             |      |            |        |  |           |                |              |                 |   |                        |  |       |   |             |  |  |   |            |  | 
|Tyrone Elderly Limited Partnership |                 |       | 100    |      |             |      | 2,783,512  |        |  |           | 100,000        |              |                 |   | 4,906,538              |  |       |   | 5,006,538   |  |  |   | 1,549,998  | 
|                                   | Tyrone, PA      |       |        |      |             |      |            |        |  |           |                |              |                 |   |                        |  |       |   |             |  |  |   |            |  | 
|Victorian Park                     |                 |       | 336    |      |             |      | 17,963,006 |        |  |           | 1,737,727      |              |                 |   | 18,118,263             |  |       |   | 19,855,990  |  |  |   | 9,009,522  | 
|                                   | Streamwood, IL  |       |        |      |             |      |            |        |  |           |                |              |                 |   |                        |  |       |   |             |  |  |   |            |  | 
|Vinton/Park School Apts. Limited   |                 |       | 44     |      |             |      | 644,090    |        |  |           | 145,500        |              |                 |   | 2,744,442              |  |       |   | 2,889,942   |  |  |   | 675,310    | 
|                                   | Omaha, NE       |       |        |      |             |      |            |        |  |           |                |              |                 |   |                        |  |       |   |             |  |  |   |            |  | 
|                                   |                 |       |        |      |             |      |            |        |  |           |                |              |                 |   |                        |  |       |   |             |  |  |   |            | 
|TOTAL                              |                 |       | 2,310  |      |             | $    | 78,986,871 |        |  | $         | 8,663,749      |              |                 | $ | 102,370,216            |  |       | $ | 111,033,965 |  |  | $ | 37,518,319 | 
|                                   |                 |       |        |      |             |      |            |        |  |           |                |              |                 |   |                        |  |       |   |             |  |  |   |            | 



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| | SCHEDULE III
(Continued)
| | ------------------------

REAL ESTATE AND ACCUMULATED DEPRECIATION OF PROPERTY
HELD BY LOCAL PARTNERSHIPS
IN WHICH NTCP HAS INVESTMENTS
DECEMBER 31, 2001

|       |  |  |    |  |  |                                                                                                                                                                                                                  
|------ |  |  | -- |  |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|NOTES: |  |  | 1. |  |  | Each Local Partnership has developed and now owns and operates an Apartment
Complex. Substantially all project costs, including construction period interest
expense, were capitalized by the Local Partnerships.
|      
|       |  |  | 2. |  |  | Depreciation is provided for by various methods over the estimated useful lives
of the Apartment Complexes. The estimated composite useful lives of the
buildings are generally from 25 to 40 years.             
|      
|       |  |  | 3. |  |  | Investments in property and equipment:                                                                                                                                                                           

|                                 |  |      |            |           |  |                 |             |   |  |   |             |  
|-------------------------------- |  | ---- | ---------- | --------- |  | --------------- | ----------- | - |  | - | ----------- | -
|                                 |  |      |            |           |  | Buildings,      |             |   |  |  
|                                 |  |      |            |           |  | Furnishings and |             |   |  |  
|                                 |  | Land |            | Equipment |  | Total          
|                                 |  |      |            |           |  |                
|Balance, January 1, 1998         |  | $    | 10,123,597 |           |  | $               | 124,609,851 |   |  | $ | 134,733,448 |  
|Net addition during the year     |  |      |           |           |  |                 | 1,716,284   |   |  |   | 1,716,284   |  
|                                 |  |      |            |           |  |                 |             |   |  |   |             |  
|Balance, December 31, 1998       |  |      | 10,123,597 |           |  |                 | 126,326,135 |   |  |   | 136,449,732 |  
|Net retirements during the year  |  |      |           |           |  |                 | (3,287,125  | ) |  |   | (3,287,125  | )
|                                 |  |      |            |           |  |                 |             |   |  |   |             |  
|Balance, December 31, 1999       |  |      | 10,123,597 |           |  |                 | 123,039,010 |   |  |   | 133,162,607 |  
|Net addition during the year     |  |      |           |           |  |                 | 309,536     |   |  |   | 309,536     |  
|                                 |  |      |            |           |  |                 |             |   |  |   |             |  
|Balance, December 31, 2000       |  |      | 10,123,597 |           |  |                 | 123,348,546 |   |  |   | 133,472,143 |  
|Foreclosures/Sales of Properties |  |      | (1,459,848 | )         |  |                 | (19,000,984 | ) |  |   | (20,460,832 | )
|Net retirements during the year  |  |      |           |           |  |                 | (1,977,346  | ) |  |   | (1,977,346  | )
|                                 |  |      |            |           |  |                 |             |   |  |   |             |  
|Balance, December 31, 2001       |  | $    | 8,663,749  |           |  | $               | 102,370,216 |   |  | $ | 111,033,965 |  
|                                 |  |      |            |           |  |                 |             |   |  |   |             |  



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| | SCHEDULE III
(Continued)
| | ------------------------

NATIONAL TAX CREDIT PARTNERS, L.P.
REAL ESTATE AND ACCUMULATED DEPRECIATION OF PROPERTY
HELD BY LOCAL PARTNERSHIPS
IN WHICH NTCP HAS INVESTMENTS
DECEMBER 31, 2001

|                                 |  |                 |            |  
|-------------------------------- |  | --------------- | ---------- | -
|                                 |  | Buildings,     
|                                 |  | Furnishings and
|Accumulated Depreciation:        |  | Equipment      
|                                 |  |                
|Balance, January 1, 1999         |  | $               | 36,951,271 |  
|Net additions during the year    |  |                 | 1,052,807  |  
|                                 |  |                 |            |  
|Balance, December 31, 1999       |  |                 | 38,004,078 |  
|Net additions during the year    |  |                 | 3,996,423  |  
|                                 |  |                 |            |  
|Balance, December 31, 2000       |  |                 | 42,000,501 |  
|Foreclosures/Sales of Properties |  |                 | (5,769,891 | )
|Net additions during the year    |  |                 | 1,287,709  |  
|                                 |  |                 |            |  
|Balance, December 31, 2001       |  | $               | 37,518,319 |  
|                                 |  |                 |            |  



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PART III.




ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT:

National Tax Credit Partners, L.P.(the Partnership) has no directors or
executive officers of its own.

Prior to December 30, 1998, NAPICO was a wholly owned subsidiary of Casden
Investment Corporation (CIC), which is wholly owned by Alan I. Casden. On
December 30, 1998, Casden Properties Operating Partnership, L.P., (the
Operating Partnership) a majority owned subsidiary of Casden Properties Inc.,
a real estate investment trust organized by Alan I. Casden, purchased a 95.25%
economic interest in NAPICO. On March 11, 2002, NAPICO became a wholly owned
subsidiary of Apartment Investment and Management Company. The following
biographical information is presented for the directors and executive officers
of NAPICO with principal responsibility for the Partnerships affairs.

Charles H. Boxenbaum,72, Chairman of the Board of Directors and Chief
Executive Officer of NAPICO.

Mr. Boxenbaum has been associated with NAPICO since its inception. He has been
active in the real estate industry since 1960, and prior to joining NAPICO was
a real estate broker with the Beverly Hills firm of Carl Rhodes Company. Mr.
Boxenbaum has been a member of the Board of Directors of Casden Properties Inc.
since 1998.

Mr. Boxenbaum has been a guest lecturer at national and state realty
conventions, certified properties exchangers seminars, Los Angeles Town Hall,
National Association of Home Builders, International Council of Shopping
Centers, Society of Conventional Appraisers, California Real Estate
Association, National Institute of Real Estate Brokers, Appraisal Institute,
various mortgage banking seminars, and the North American Property Forum held
in London, England. He is one of the founders and a past director of the First
Los Angeles Bank, organized in November 1974. Since March 1995, Mr. Boxenbaum
has served on the Board of Directors of the National Housing Council. Mr.
Boxenbaum received his Bachelor of Arts degree from the University of Chicago.

Bruce E. Nelson,50, President, Chief Operating Officer and a director of
NAPICO.

Mr. Nelson joined NAPICO in 1980 and became President in February 1989. He is
responsible for the operations of all NAPICO sponsored limited partnerships.
Prior to that he was primarily responsible for the securities aspects of the
publicly offered real estate investment programs. Mr. Nelson is also involved
in the identification, analysis, and negotiation of real estate investments.
Mr. Nelson is a member of the Board of Directors of Casden Properties Inc. and
is a Director of the Affordable Housing Tax Credit Coalition.

From February 1979 to October 1980, Mr. Nelson held the position of Associate
General Counsel at Western Consulting Group, Inc., private residential and
commercial real estate syndicators. Prior to that time, Mr. Nelson was engaged
in the private practice of law in Los Angeles. Mr. Nelson received his
Bachelor of Arts degree from the University of Wisconsin and is a graduate of
the University of Colorado School of Law. He is a member of the State Bar of
California and is a licensed real estate broker in California and Texas.

Alan I. Casden,56, Chairman of the Board of Directors and Chief Executive
Officer of Casden Properties Inc., a director and member of the audit committee
of NAPICO, and chairman of the Executive Committee of NAPICO.

Mr. Casden has been involved in approximately $3 billion of real estate
financings and sales and has been responsible for the development and
construction of more than 12,000 apartment units and 5,000 single-family homes
and condominiums.



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Mr. Casden is a member of the American Institute of Certified Public
Accountants and of the California Society of Certified Public Accountants. Mr.
Casden is a member of the advisory board of the National Multi-Family Housing
Conference, the Multi-Family Housing Council, the Presidents Council of the
California Building Industry Association and the Urban Land Institute. He also
serves on the Board of Trustees of the University of Southern California. He
holds a Bachelor of Science degree and a Masters in Business Administration
degree from the University of Southern California.

Brian H. Shuman, 39, Senior Vice President and Chief Financial Officer.

Mr. Shuman joined NAPICO in 2000, and is responsible for the financial affairs
of NAPICO, as well as the limited partnerships 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. From 1994 to 1996, he was the
Controller for DVI Business Credit Corporation, which provides asset based
lending to a wide range of health concerns. From 1985 to 1994, Mr. Shuman
served in senior management positions, as a director or manager of finance, a
portfolio tax analyst, and a senior accountant/tax consultant. He holds a
Bachelor of Arts degree in economics and accounting from the University of
Maryland. Mr. Shuman is a Certified Public Accountant and is a member of
American Institute of Certified Public Accountants and the California Society
of Public Accountants.

Patricia W. Toy,72, Senior Vice President  Communications and Assistant
Secretary.

Mrs. Toy joined NAPICO in 1977, following her receipt of an MBA from the
Graduate School of Management, UCLA. From 1952 to 1956, Mrs. Toy served as a
U.S. Naval Officer in communications and personnel assignments. She holds a
Bachelor of Arts Degree from the University of Nebraska.

Jeffrey H. Sussman,35, Senior Vice President, General Counsel and Secretary.

Mr. Sussman joined NAPICO in 1998, and is responsible for the legal affairs of
NAPICO and its affiliates. He is also the President of NPEI and a member of the
preliminary investment committee. Prior to joining NAPICO in April 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. Mr. Sussman received a Bachelor of Arts degree from the
University of California, Berkeley and Juris Doctor and Master in Business
Administration degrees from the University of Southern California. He is a
member of the State Bar of California, and holds Series 22, 39 and 63 licenses
issued by the National Association of Securities Dealers, Inc.

NAPICO and several of its officers, directors and affiliates, including Charles
H. Boxenbaum, Bruce E. Nelson and Alan I. Casden, consented to the entry, on
June 25, 1997, of an administrative cease and desist order by the U.S.
Securities and Exchange Commission (the Commission), without admitting or
denying any of the findings made by the Commission. The Commission found that
NAPICO and others had violated certain federal securities laws in connection
with transactions unrelated to the Partnership. The Commissions order did not
impose any cost, burden or penalty on any partnership managed by NAPICO and
does not impact NAPICOs ability to serve as the Partnerships Managing General
Partner.



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ITEM 11. MANAGEMENT REMUNERATION AND TRANSACTIONS:

National Tax Credit Partners, L.P. has no officers, employees, or
directors.
However, under the terms of the Restated Certificate and Agreement of Limited
Partnership, the Partnership is obligated to the General Partner and Special
Limited Partner for the following fees:



|(a) |  | An annual partnership management fee in an amount equal to 0.5 percent of
invested assets (as defined) is payable to the General Partner and Special
Limited Partner. The management fee was $606,263, $637,090 and $692,956
for the years ended December 31, 2001, 2000 and 1999, respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(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 sale 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 of Sale or Refinancing Proceeds in an aggregate
amount equal to (i) their 10 percent Priority Return for any year not
theretofore satisfied and (ii) an amount equal to the aggregate adjusted
investment (as defined) of the limited partners. No disposition fees have
been paid.
|   
|(c) |  | The Partnership reimburses certain expenses to the General Partner. The
reimbursement due to the General Partner was $56,628, $40,900 and $0 for
the years ended December 31, 2001, 2000 and 1999, respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   
|(d) |  | An affiliate of the General Partner is responsible for the on-site
property management for eight, eight and two Local Partnerships in 2001,
2000 and 1999, respectively. The Local Partnerships paid the affiliate
property management fees of $123,780, $165,663 and $108,654 in 2001, 2000
and 1999, respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               




ITEM 12. 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 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS:

The Partnership has no officers, directors, or employees of its own. All of
its affairs are managed by the General Partner, National Partnership
Investments Corp. , and the Special Limited Partner, PaineWebber T.C., Inc.
The transactions with the Special Limited Partner are primarily in the form of
fees paid by the Partnership to the General Partner for services rendered to
the Partnership, as discussed in Item 11 and in the notes to the accompanying
financial statements.



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ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K:

Reports of Independent Public Accountants.

Financial Statements

Report of Independent Public Accountants.

Balance Sheets as of December 31, 2001 and 2000.

Statements of Operations for the years ended December 31, 2001, 2000 and 1999.

Statements of Partners Equity (Deficiency) for the years ended December 31,
2001, 2000 and 1999.

Statements of Cash Flows for the years ended December 31, 2001, 2000 and 1999.

Notes to Financial Statements.

Financial Statement Schedules Applicable to National Tax Credit Partners, L.P.
and the Limited Partnerships in which National Tax Credit Partners, L.P. has
investments

Schedule  Investments in Local Limited Partnerships, December 31, 2001, 2000
and 1999.

Schedule III  Real Estate and Accumulated Depreciation, December 31, 2001.

The remaining schedules are omitted because any required information is
included in the financial statements and notes thereto, or they are not
applicable, or not required.

Exhibits



|(3)  |  | Articles of incorporation and bylaws: The registrant is not
incorporated. The Partnership Agreement was filed with Form S-11
Registration #33-27658 incorporated herein by reference.                                                  
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|(10) |  | Material contracts: The registrant is not party to any material
contracts, other than the Restated Certificate and Agreement of Limited
Partnership dated March 7, 1989 previously filed and which is hereby
incorporated by reference.

Reports on Form 8-K

No reports on Form 8-K were filed during the year ended
December 31, 2001.



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##### Table of Contents






SIGNATURES

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



NATIONAL TAX CREDIT PARTNERS, L.P.



|By: | NATIONAL PARTNERSHIP INVESTMENTS CORP.
General Partner
|--- | ------------------------------------------------------



|/s/ CHARLES H. BOXENBAUMCharles H. Boxenbaum
Chairman of the Board of Directorsand Chief Executive Officer | 
|---------------------------------------------------------------------------------------------------------- | 





|/s/ BRUCE E. NELSONBruce E. Nelson
Director and President | 
|--------------------------------------------------------- | 





|/s/ ALAN I. CASDENAlan I. Casden
Director | 
|----------------------------------------- | 





|/s/ BRIAN H. SHUMANBrian H. Shuman
Chief Financial Officer | 
|---------------------------------------------------------- |