UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC  20549



Form 10-KSB

(Mark One)

[X]

ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the fiscal year ended December 31, 2006



[ ]

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



For the transition period from _________to _________



Commission file number 0-18541



NATIONAL TAX CREDIT PARTNERS, L.P.

(Name of small business issuer in its charter)



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



55 Beattie Place, PO Box 1089

Greenville, South Carolina 29602

(Address of principal executive offices)



Issuer's telephone number    (864) 239-1000



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



None



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



Limited Partnership Units

(Title of class)





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



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



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



State issuer's revenues for its most recent fiscal year.  $7,000



State the aggregate market value of the voting partnership interests held by non-affiliates computed by reference to the price at which the partnership interests were sold, or the average bid and asked prices of such partnership interests as of December 31, 2006.  No market exists for the limited partnership interests of the Registrant, and, therefore, no aggregate market value can be determined.





DOCUMENTS INCORPORATED BY REFERENCE

NONE



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



PART I



ITEM 1.

Description of Business



National Tax Credit Partners, L.P. ("NTCP" or the "Partnership") is a limited partnership formed under the laws of the State of California on March 7, 1989.  The Partnership was formed to invest primarily in other limited partnerships (the "Local Partnerships") which own or lease and operate multifamily housing complexes that are eligible for low-income housing tax credits, or in certain cases, historic rehabilitation tax credits (Tax Credits).  The general partner of the Partnership (the General Partner) is National Partnership Investments Corp. (NAPICO), a California corporation.  The business of the Partnership is conducted primarily by NAPICO. The General Partner is a subsidiary of Apartment Investment and Management Company (AIMCO), a publicly traded real estate investment trust.



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



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



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



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



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



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



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











The following is a schedule of the occupancy status as of December 31, 2006 and 2005, 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, 2006



|                      |        |                  |               |              
|--------------------- | ------ | ---------------- | ------------- | -------------
|                      |        | Units            |               |              
|                      |        | Authorized For   | Percentage of | Percentage of
|                      |        | Rental           | Total Units   | Total Units  
|                      | No. of | Assistance Under | Occupied      | Occupied     
|Name and Location     | Units  | Section 8 (A)    | 2006          | 2005         
|                      |        |                  |               |              
|Apple Tree            |        |                  |               |              
|Brigham City, UT      | 24     | --               | 98%           | 98%          
|                      |        |                  |               |              
|ComFed Qualified      |        |                  |               |              
|Omaha, NE             | 116    | --               | 84%           | 87%          
|                      |        |                  |               |              
|Glenark               |        |                  |               |              
|Woonsocket, RI        | 67     | --               | 96%           | 97%          
|                      |        |                  |               |              
|Grand Meadows         |        |                  |               |              
|Grand Blanc, MI       | 64     | --               | 98%           | 94%          
|                      |        |                  |               |              
|Grinnell Park         |        |                  |               |              
|Grinnell, IA          | 24     | 24               | 96%           | 90%          
|                      |        |                  |               |              
|Kimberly Court        |        |                  |               |              
|Seward, AK            | 24     | --               | 97%           | 94%          
|                      |        |                  |               |              
|North Liberty         |        |                  |               |              
|North Liberty, IA     | 24     | 24               | 93%           | 94%          
|                      |        |                  |               |              
|Rolling Hills         |        |                  |               |              
|Santoga, PA           | 232    | 232              | 99%           | 100%         
|                      |        |                  |               |              
|Summit I  Wallace    |        |                  |               |              
|Philadelphia, PA      | 17     | --               | 93%           | 96%          
|                      |        |                  |               |              
|Summit II  Bergdoll  |        |                  |               |              
|Philadelphia, PA      | 9      | --               | 94%           | 100%         
|                      |        |                  |               |              
|Summit III  Chandler |        |                  |               |              
|Philadelphia, PA      | 25     | --               | 89%           | 89%          
|                      |        |                  |               |              
|Torres de Plata I     |        |                  |               |              
|Toa Alta, PR          | 72     | --               | 100%          | 75%          
|                      |        |                  |               |              
|Tyrone Elderly        |        |                  |               |              
|Tyrone, PA            | 100    | 100              | 98%           | 98%          
|                      |        |                  |               |              
|TOTAL                 | 798    | 380              |               |              



(A)

Section 8 of Title II of the Housing and Community Development Act of 1974.











Ownership Percentages



The following table details the Partnership ownership percentages of the Local Partnerships and the cost of acquisition of such ownership. All interests are limited partner interests. Also included is the total mortgage encumbrance on each property for each of the Local Partnerships as of December 31, 2006.



|                               |                 |                |         
|------------------------------ | --------------- | -------------- | --------
|                               |                 | Original       |         
|                               |                 | Cost of        |         
|                               | NTCP Percentage | Ownership      | Mortgage
|Partnership Name               | Interest        | Interest       | Notes   
|                               |                 | (in thousands)
|Apple Tree Apartments          | 99%             | $    224       | $   864 
|Glenark Associates, LP         | 5%              | 3,200          | (A)     
|Grand Meadows II LDHA LP       | 98.90%          | 1,585          | 1,743   
|Grinnell Park Apartments       | 99%             | 192            | 567     
|Seward Associates              | 99%             | 323            | 1,435   
|North Liberty Park, LP         | 99%             | 144            | 578     
|Rolling Hills Apartments, Ltd. | 99%             | 185            | 3,617   
|Art Museum  Wallace           | 99%             | 1,550          | (A)     
|Art Museum  Bergdoll          | 99%             | 603            | (A)     
|Art Museum - Chandler          | 99%             | 1,985          | (A)     
|Torres de Plata                | 99%             | 620            | 2,934   
|Tyrone Elderly                 | 99%             | 850            | 2,755   
|Total  December 31, 2006      |                 | $11,461        | $14,493 



(A)

Information is not available.



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



ITEM 2.

Description of Properties



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



ITEM 3.

Legal Proceedings



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



ITEM 4.

Submission of Matters to a Vote of Security Holders



No matters were submitted to a vote of the limited partners through the solicitation of proxies or otherwise during the quarter ended December 31, 2006.











PART II



ITEM 5.

Market for the Registrant's Partnership Interests and Related Partnership Matters



The Limited Partnership Interests (LPI) are not traded on a public exchange but were sold through a public offering managed by PaineWebber Incorporated.  It is not anticipated that any active public market will develop for the purchase and sale of any Limited Partnership Interest, therefore an investor may be unable to sell or otherwise dispose of his or her interest in the Partnership.  Limited Partnership Interests may not be transferred but can be assigned only if certain requirements in the Partnership Agreement are satisfied.  At December 31, 2006, there were 3,553 registered holders of 23,772 Limited Partnership Interests in NTCP. During the year ended December 31, 2006, the number of Limited Partnership Interests decreased by 127 units, due to limited partners abandoning their units. In abandoning his or her Limited Partnership Interests, a limited partner relinquishes all right, title, and interest in the Partnership as of the date of abandonment. 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, 2006.



AIMCO and its affiliates owned 437 limited partnership interests in the Partnership representing 1.84% of the outstanding interests at December 31, 2006. It is possible that AIMCO or its affiliates will acquire additional limited partnership interests in the Partnership in exchange for cash or a combination of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO, either through private purchases or tender offers. Pursuant to the Partnership Agreement, unitholders holding a majority of the limited partnership interests are entitled to take action with respect to a variety of matters, that include, but are not limited to, voting on certain amendments to the Partnership Agreement and voting to remove the General Partner. Although the General Partner owes fiduciary duties to the limited partners of the Partnership, the General Partner also owes fiduciary duties to AIMCO as its sole stockholder. As a result, the duties of the General Partner, as general partner, to the Partnership and its limited partners may come into conflict with the duties of the General Partner to AIMCO as its sole stockholder.



ITEM 6.

Management's Discussion and Analysis or Plan of Operation



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



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



Liquidity and Capital Resources



The Partnerships primary sources of funds include interest income from investing available cash and the receipt of distributions from Local Partnerships in which the Partnership has invested. It is not expected that any of the Local Partnerships in which the Partnership invested will generate cash from operations sufficient to provide distributions to the Limited Partners.  Such cash from operations, if any, would first be used to meet operating expenses of the Partnership.  The Partnership's investments are not readily marketable and may be affected by adverse general economic conditions which, in turn, could substantially increase the risk of operating losses for the Apartment Complexes, the Local Partnerships and the Partnership.  These problems may result from a number of factors, many of which cannot be controlled by the General Partner. The Partnerships cash reserves as of December 31, 2006 were approximately $185,000. In order to replenish the Partnership's reserves, the Partnership intends to generate additional cash from sales and refinancings of certain properties owned by Local Partnerships and through sales of the Partnerships limited partner interests in Local Partnerships.



Cash and cash equivalents are on deposit with a financial institution earning interest at market rates. Cash equivalents can be converted to cash to meet obligations of the Partnership as they arise. The Partnership intends to continue investing available funds in this manner.



In February 2005, the Partnership sold its remaining limited partnership interests in Mountain View I and II for approximately $550,000.  After applying the proceeds received against advances receivable and the Partnerships investment in these Local Partnerships, the Partnership recognized a gain on the sale of limited partnership interests of approximately $404,000 during the year ended December 31, 2005.



In March 2005, the Local Operating General Partner sold Countryview Columbus to a third party.  After the repayment of the mortgage encumbering the property and accounts payable, the Local Partnership repaid the Partnership for advances of approximately $272,000 made to the Local Partnership in 2004 and 2005. The Partnership received approximately $122,000 as repayment of advances made prior to 2004 during the year ended December 31, 2005. The Partnership received approximately $99,000 as repayment of advances made prior to 2004 during the year ended December 31, 2006, which is included in distributions from limited partnerships recognized as income. The Partnership had no investment balance in this Local Partnership at December 31, 2006.



In July 2006, the Partnership sold its limited partnership interest in Vinton/Park School to the Local Operating General Partner for approximately $16,000. After applying approximately $7,000 of the proceeds against advances receivable, the Partnership recorded a gain on sale of limited partnership interest of approximately $9,000 during the year ended December 31, 2006. The Partnership had no investment balance in this Local Partnership at December 31, 2006.



Distributions received from Local Partnerships are recognized as a return of capital until the investment balance has been reduced to zero. Subsequent distributions received are recognized as income. During the years ended December 31, 2006 and 2005, the Partnership received distributions of approximately $161,000 and $520,000, respectively, from Local Partnerships in which it does not have an investment balance which were recognized as income.



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











Results of Operations



The Partnership, as a limited partner, does not have a contractual relationship with the Local Partnerships or exercise control over the activities and operations, including refinancing or selling decisions of the Local Partnerships that would require or allow for consolidation.  Accordingly, the Partnership accounts for its investment in the Local Partnerships using the equity method.  Thus the individual investments are carried at cost plus the Partnerships share of the Local Partnerships losses, distributions and impairment charges.  However, since the Partnership is not legally liable for the obligations of the Local Partnerships, or is not otherwise committed to providing additional support to them, it does not recognize losses once its investment in each of the Local Partnerships reaches zero.  Distributions from the Local Partnerships are accounted for as a reduction of the investment balances until the investment balance is reduced to zero.  Subsequent distributions received are recognized as income in the accompanying statements of operations.  For those investments where the Partnership has determined that the carrying value of its investments approximates the estimated fair value of those investments, the Partnerships policy is to recognize equity in income of the Local Partnerships only to the extent of distributions received, and amortization of acquisition costs from those Local Partnerships.  During the years ended December 31, 2006 and 2005, the Partnership recognized equity in loss of approximately $76,000 and $129,000, respectively, from Local Partnerships.  During the years ended December 31, 2006 and 2005, the Partnership recognized amortization of acquisition costs of approximately $15,000 and $16,000, respectively. During the years ended December 31, 2006 and 2005, the Partnership did not recognize equity in loss of approximately $709,000 and $625,000, respectively, as the Partnership's investment in certain Local Partnerships had been reduced to zero.



At December 31, 2006, the investment balance in twelve of the thirteen Local Partnerships had been reduced to zero.



The Partnerships revenues consist primarily of interest income earned on temporary investment of funds not required for investment in Local Partnerships. Interest income was approximately $7,000 for each of the years ended December 31, 2006 and 2005.



An annual management fee is payable to the General Partner of the Partnership and is calculated at 0.5 percent of the original invested assets of the remaining partnerships. The management fee represents the annual recurring fee which will be paid to the General Partner for its continuing management of the Partnership's affairs. The fee is payable beginning with the month following the Partnerships initial investment in a Local Partnership.  Management fees were approximately $218,000 and $289,000 for the years ended December 31, 2006 and 2005, respectively. The decrease in the management fee is a result of the reduction in invested assets on which such fee is based, due to the disposition of the Partnerships investment in Mountain View I and II, Countryview/Columbus, Dickens, and Genoa Plaza in 2005.



Operating expenses, exclusive of the management fee, consist of legal and accounting fees for services rendered to the Partnership, general and administrative expenses and interest expense on advances from the General Partner.  Legal and accounting fees were approximately $82,000 and $230,000 for the years ended December 31, 2006 and 2005, respectively.  The decrease in legal and accounting expenses is primarily due to costs associated with the litigation involving Rose City Village in 2005 (as discussed below). General and administrative expenses were approximately $82,000 and $77,000 for the years ended December 31, 2006 and 2005, respectively.



At times, advances are made to the Local Partnerships in order to preserve the ability to receive applicable Tax Credits. Advances made by the Partnership to the individual Local Partnerships are considered part of the Partnerships investment in limited partnerships.  Advances made to Local Partnerships for which the investment has been reduced to zero are charged to expense.  During the years ended December 31, 2006 and 2005, approximately $19,000 and $246,000, respectively, was advanced to the Local Partnerships, approximately $12,000 and $179,000, respectively, of which was recognized as expense on the statements of operations included in Item 7. Financial Statements. During the years ended December 31, 2006 and 2005, approximately $7,000 and $282,000, respectively, of advances were repaid by Local Partnerships.



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



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



Summit I, II and III



The current local general partner, the Partnership and the previous local general partner entered into an agreement on May 31, 2005, in which the Partnership advanced to Summit I and Summit III approximately $100,000 and $66,000, respectively, to cover a portion of delinquent property tax obligations, and the previous local general partner advanced the next three quarterly tax payments for the delinquent property taxes of approximately $27,000 for Summit I and $18,000 for Summit III.  In addition, the current local general partner is negotiating with the previous local general partner to correct certain Section 42 non-compliance issues at all three properties as a result of Internal Revenue Service (the "IRS") recapture letters received in 2004.  If the Section 42 non-compliance issues are resolved with the IRS and the Pennsylvania Housing Finance Agency, then the previous local general partner will be readmitted into all three Local Partnerships.  If the Section 42 non-compliance issues cannot be resolved, the limited partners may be subject to the recapture of Tax Credits related to these Local Partnerships.  The Partnership reserved for the advances made during the year ended December 31, 2005, as the repayment of the advances is not probable.



Blue Lake



In 2003, the property owned by Blue Lake was sold without the consent or knowledge of the Partnership and without the requisite recapture bond. The Partnership has filed an action against the general partner of the Local Partnership. Trial is scheduled for May 14, 2007. The Partnership had no investment in the Blue Lake Local Partnership at December 31, 2006. Under the terms of the Partnership Agreement, neither the Partnership nor the General Partner is subject to a liability to the limited partners of the Partnership for the amounts of Tax Credits at risk of recapture as a result of the recapture bond not being obtained at the time of the sale of the property. The limited partners will be responsible for any tax credit recapture liability on their respective income tax returns.











Rose City Village



In 2003, the property owned by Rose City Village was sold without the consent or knowledge of the Partnership and without the requisite recapture bond.  The Partnership filed an action against the general partner of the Local Partnership. In May 2005, the Partnership and the general partner of the Local Partnership reached a settlement through mediation.  In consideration for a cash payment to the Partnership of $300,000 paid in May 2005, which is included in distributions from limited partnerships recognized as income on the statements of operations included in Item 7. Financial Statements for the year ended December 31, 2005, the Partnership agreed to a full release of all claims against the general partner of the Local Partnership and to relinquish the Partnerships interest in the Local Partnership.  Under the terms of the Partnership Agreement, neither the Partnership nor the General Partner is subject to a liability to the limited partners of the Partnership for the amounts of Tax Credits at risk of recapture as a result of the recapture bond not being obtained at the time of the sale of the property. The limited partners will be responsible for the tax credit recapture liability on their respective income tax returns. The Partnership had no investment in this Local Partnership at December 31, 2006.



Genoa Plaza



In June 2004, NTC withdrew as the Local Operating General Partner of Genoa Plaza and was simultaneously re-admitted as a special limited partner. The replacement local operating general partner is not an affiliated party of the Partnership. The replacement local operating general partner guaranteed funding of operating deficits throughout the remainder of the 15-year tax credit compliance period in consideration for its admission. In June 2004, the Partnerships LP interest was reduced to 20% and an unaffiliated entity was admitted as the 79% limited partner. In accordance with this change in local operating general partner, the new local operating general partner deposited $10,000 into a reserve account to be controlled by the Partnership. The funds in the reserve account were to be used to pay operating deficits during the Tax Credit Compliance period. In addition at any time after January 1, 2005, the new local operating general partner had the right but not the obligation to purchase the Local Partnerships property at the established fair market value or purchase the Partnerships and NTCs interest at a price equal to the amount each would have received upon a sale of the Local Partnerships property at the established fair market value. Accordingly, in October 2005, the new local operating general partner exercised this right and purchased the Partnerships and NTCs interest for approximately $2,000, which is included in gain on sale of limited partnership interests on the statements of operations included in Item 7. Financial Statements for the year ended December 31, 2005. In addition, the Partnership returned the approximately $10,000 in restricted cash to the new local operating general partner. The Partnership had no investment balance in this Local Partnership as of December 31, 2006.



Dickens II



In January 2005, the Local Operating General Partner of Dickens II sold the property without the consent or knowledge of the Partnership.  A recapture bond was not necessary as the Local Partnership was beyond the 15-year tax credit compliance period. The Partnership is currently evaluating its options, including litigation.  The Partnership had no investment in this Local Partnership at December 31, 2006.



Mountain View I and II



In February 2005, the Partnership sold its remaining limited partnership interests in Mountain View I and II for approximately $550,000.  After applying the proceeds received against advances receivable and the Partnerships investment in these Local Partnerships, the Partnership recognized a gain on the sale of limited partnership interests of approximately $404,000 during the year ended December 31, 2005.











Countryview Columbus



In March 2005, the Local Operating General Partner of Countryview Columbus sold the property to a third party.  After the repayment of the mortgage encumbering the property and accounts payable, the Local Partnership repaid the Partnership for advances of approximately $272,000 made to the Local Partnership in 2004 and 2005. The Partnership received approximately $122,000 as repayment of advances made prior to 2004 during the year ended December 31, 2005. The Partnership received approximately $99,000 as repayment of advances made prior to 2004 during the year ended December 31, 2006, which is included in distributions from limited partnerships recognized as income on the statements of operations included in Item 7. Financial Statements. The Partnership had no investment balance in this Local Partnership at December 31, 2006.



Vinton/Park School



In July 2006, the Partnership sold its limited partnership interest in Vinton/Park School to the Local Operating General Partner for approximately $16,000. After applying approximately $7,000 of the proceeds against advances receivable, the Partnership recorded a gain on sale of limited partnership interest of approximately $9,000 during the year ended December 31, 2006. The Partnership had no investment balance in this Local Partnership at December 31, 2006.



Off-Balance Sheet Arrangements



The Partnership owns limited partnership interests in unconsolidated Local Limited Partnerships, in which the Partnerships ownership percentage ranges from 2.5% to 99%. However, based on the provisions of the relevant partnership agreements, the Partnership, as a limited partner, does not have a contractual relationship with the Local Limited Partnerships that would require or allow for consolidation under accounting principles generally accepted in the United States (see Note 1  Organization and Summary of Significant Accounting Policies of the financial statements in Item 7. Financial Statements).  There are no lines of credit, side agreements or any other derivative financial instruments between the Local Limited Partnerships and the Partnership.  Accordingly the Partnerships maximum risk of loss related to these unconsolidated Local Limited Partnerships is limited to the recorded investments in and receivables from the Local Limited Partnerships.  See Note 2  Investments In and Advances to Local Limited Partnerships of the financial statements in Item 7. Financial Statements for additional information about the Partnerships investments in unconsolidated Local Limited Partnerships.



Other



AIMCO and its affiliates owned 437 limited partnership interests in the Partnership representing 1.84% of the outstanding interests at December 31, 2006. It is possible that AIMCO or its affiliates will acquire additional limited partnership interests in the Partnership in exchange for cash or a combination of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO, either through private purchases or tender offers. Pursuant to the Partnership Agreement, unitholders holding a majority of the limited partnership interests are entitled to take action with respect to a variety of matters, that include, but are not limited to, voting on certain amendments to the Partnership Agreement and voting to remove the General Partner. Although the General Partner owes fiduciary duties to the limited partners of the Partnership, the General Partner also owes fiduciary duties to AIMCO as its sole stockholder. As a result, the duties of the General Partner, as general partner, to the Partnership and its limited partners may come into conflict with the duties of the General Partner to AIMCO as its sole stockholder.



FASB Interpretation No. 46



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



Upon adoption of FIN 46, the Partnership determined it held variable interests in nine VIEs for which the Partnership was not the primary beneficiary.  During the year ended December 31, 2005, the Partnership identified two additional VIEs in which it held a variable interest and was not the primary beneficiary.  During the year ended December 31, 2005, two Local Partnerships previously determined to be VIEs sold their respective investment properties, consisting of a total of 186 units.  During the year ended December 31, 2006, the Partnership sold its interest in one Local Partnership previously determined to be a VIE, which owned a property consisting of 44 units. The remaining eight VIEs consist of Local Partnerships in which the Partnership acquired an interest prior to the adoption of FIN 46 that are directly engaged in the ownership and management of eight apartment properties with a total of 382 units.  The Partnership is involved with those VIEs as a non-controlling limited partner equity holder.  The Partnerships maximum exposure to loss as a result of its involvement with unconsolidated VIEs is limited to the Partnerships recorded investments in and receivables from those VIEs, which was approximately $849,000 at December 31, 2006.  The Partnership may be subject to additional losses to the extent of any financial support that the Partnership voluntarily provides in the future.



Critical Accounting Policies and Estimates



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



Method of Accounting for Investments in Limited Partnerships



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



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



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











ITEM 7.

Financial Statements





NATIONAL TAX CREDIT PARTNERS, L.P.



LIST OF FINANCIAL STATEMENTS



Report of Independent Registered Public Accounting Firm



Balance Sheet - December 31, 2006



Statements of Operations - Years ended December 31, 2006 and 2005



Statements of Changes in Partners' (Deficiency) Capital - Years ended December 31, 2006 and 2005



Statements of Cash Flows - Years ended December 31, 2006 and 2005



Notes to Financial Statements











Report of Independent Registered Public Accounting Firm





The Partners

National Tax Credit Partners, L.P.





We have audited the accompanying balance sheet of National Tax Credit Partners, L.P. as of December 31, 2006, and the related statements of operations, changes in partners' (deficiency) capital and cash flows for each of the two years in the period ended December 31, 2006. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.



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



In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of National Tax Credit Partners, L.P. as of December 31, 2006, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2006, in conformity with U.S. generally accepted accounting principles.







/s/Ernst & Young LLP

Greenville, South Carolina

April 14, 2007











|                                  
|----------------------------------
|NATIONAL TAX CREDIT PARTNERS, L.P.
|                                  
|BALANCE SHEET                     
|                                  
|December 31, 2006                 
|(in thousands)                    







|                                                             |          |        
|------------------------------------------------------------ | -------- | -------
|Assets                                                       |          |        
|                                                             |          |        
|Investments in and advances to limited partnerships (Note 2) |          | $   849
|Cash and cash equivalents                                    |          | 185    
|                                                             |          |        
|Total assets                                                 |          | $1,034 
|                                                             |          |        
|Liabilities and partners' (deficiency) capital               |          |        
|                                                             |          |        
|Liabilities:                                                 |          |        
|Accounts payable and accrued expenses                        |          | $   49 
|Accrued fees due to affiliates (Note 3)                      |          | 417    
|Contingencies (Note 5)                                       |          |        
|                                                             |          |        
|Partners' (deficiency) capital                               |          |        
|General partner                                              | $  (513) |        
|Limited partners                                             | 1,081    | 568    
|                                                             |          |        
|Total liabilities and partners' (deficiency) capital         |          | $1,034 



See Accompanying Notes to Financial Statements



















|                                        
|----------------------------------------
|NATIONAL TAX CREDIT PARTNERS, L.P.      
|                                        
|STATEMENTS OF OPERATIONS                
|(in thousands, except per interest data)







|                                                      |                          |         
|----------------------------------------------------- | ------------------------ | --------
|                                                      | Years Ended December 31,
|                                                      | 2006                     | 2005    
|Revenues:                                             |                          |         
|Interest income                                       | $7                       | $7      
|                                                      |                          |         
|Operating expenses:                                   |                          |         
|Management fees - partners (Note 3)                   | 218                      | 289     
|Legal and accounting                                  | 82                       | 230     
|General and administrative (Note 3)                   | 82                       | 77      
|Interest (Note 3)                                     | --                       | 5       
|Total operating expenses                              | 382                      | 601     
|                                                      |                          |         
|Loss from Partnership operations                      | (375)                    | (594)   
|Gain on sale of limited partnership interests         |                          |         
|(Note 2)                                              | 9                        | 406     
|Distributions from limited partnerships recognized    |                          |         
|as income (Note 2)                                    | 161                      | 520     
|Advances to limited partnerships charged to expense   |                          |         
|(Note 2)                                              | (12)                     | (179)   
|Equity in loss of limited partnerships and            |                          |         
|amortization of acquisition costs (Note 2)            | (91)                     | (145)   
|                                                      |                          |         
|Net (loss) income (Note 4)                            | $(308)                   | $8      
|                                                      |                          |         
|Net (loss) income allocated to general partner (1%)   | $     (3)                | $     --
|Net (loss) income allocated to limited partners (99%) | (305)                    | 8       
|                                                      | $(308)                   | $8      
|                                                      |                          |         
|Net (loss) income per limited partnership interest    | $(12.76)                 | $0.33   



See Accompanying Notes to Financial Statements





















|                                                       
|-------------------------------------------------------
|NATIONAL TAX CREDIT PARTNERS, L.P.                     
|                                                       
|STATEMENTS OF CHANGES IN PARTNERS' (DEFICIENCY) CAPITAL
|                                                       
|(in thousands, except interest data)                   







|                                |         |          |        
|------------------------------- | ------- | -------- | -------
|                                |         |          |        
|                                | General | Limited  |        
|                                | Partner | Partners | Total  
|                                |         |          |        
|Partnership interests (Note 1)  |         | 23,772   |        
|                                |         |          |        
|Partners' (deficiency) capital, |         |          |        
|December 31, 2004               | $ (510) | $ 1,378  | $   868
|                                |         |          |        
|Net income for the year ended   |         |          |        
|December 31, 2005               | --      | 8        | 8      
|                                |         |          |        
|Partners' (deficiency) capital, |         |          |        
|December 31, 2005               | (510)   | 1,386    | 876    
|                                |         |          |        
|Net loss for the year ended     |         |          |        
|December 31, 2006               | (3)     | (305)    | (308)  
|                                |         |          |        
|Partners' (deficiency) capital, |         |          |        
|December 31, 2006               | $(513)  | $1,081   | $568   



See Accompanying Notes to Financial Statements



















|                                  
|----------------------------------
|NATIONAL TAX CREDIT PARTNERS, L.P.
|                                  
|STATEMENTS OF CASH FLOWS          
|                                  
|(in thousands)                    







|                                                       |                          |        
|------------------------------------------------------ | ------------------------ | -------
|                                                       | Years Ended December 31,
|                                                       | 2006                     | 2005   
|Cash flows from operating activities:                  |                          |        
|Net (loss) income                                      | $  (308)                 | $     8
|Adjustments to reconcile net (loss) income to net cash |                          |        
|provided by (used in) operating activities:            |                          |        
|Gain on sale of limited partnership interests          | (9)                      | (406)  
|Equity in loss of limited partnerships and             |                          |        
|amortization of acquisition costs                      | 91                       | 145    
|Advances to limited partnerships charged to expense    | 12                       | 179    
|Changes in accounts:                                   |                          |        
|Restricted cash                                        | --                       | 10     
|Accrued fees due to affiliates                         | 273                      | (115)  
|Accounts payable and accrued expenses                  | (7)                      | (68)   
|Due to affiliate                                       | --                       | (3)    
|Net cash provided by (used in) operating activities    | 52                       | (250)  
|                                                       |                          |        
|Cash flows from investing activities:                  |                          |        
|Distribution from limited partnership recognized as a  |                          |        
|reduction of investment balance                        | --                       | 2      
|Proceeds from sale of limited partnership interests    | 9                        | 542    
|Repayment of advances to limited partnerships          | 7                        | 282    
|Advances to limited partnerships                       | (19)                     | (246)  
|Net cash (used in) provided by investing activities    | (3)                      | 580    
|                                                       |                          |        
|Cash flows from financing activities:                  |                          |        
|Advances from affiliate                                | --                       | 120    
|Payment of advances from affiliate                     | --                       | (314)  
|Net cash used in financing activities                  | --                       | (194)  
|                                                       |                          |        
|Net increase in cash and cash equivalents              | 49                       | 136    
|Cash and cash equivalents, beginning of year           | 136                      | --     
|                                                       |                          |        
|Cash and cash equivalents, end of year                 | $185                     | $136   





See Accompanying Notes to Financial Statements





















NATIONAL TAX CREDIT PARTNERS, L.P.



NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2006



Note 1 -

Organization and Summary of Significant Accounting Policies



Organization



National Tax Credit Partners, L.P. (the "Partnership") was formed under the California Revised Limited Partnership Act and organized on March 7, 1989.  The Partnership was formed to invest primarily in other limited partnerships (the Local Partnerships) which own and operate multifamily housing complexes that are eligible for low income housing tax credits or, in certain cases, for historic rehabilitation tax credits.  The general partner of the Partnership (the "General Partner") is National Partnership Investments Corp., a California corporation ("NAPICO").  The General Partner is a subsidiary of Apartment Investment and Management Company (AIMCO), a publicly traded real estate investment trust. The business of the Partnership is conducted primarily by NAPICO.



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



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



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



Basis of Presentation



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



Use of Estimates



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



Method of Accounting for Investments in Limited Partnerships



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



Abandoned Units



During the year ended December 31, 2006, the number of Limited Partnership Interests decreased by 127 units, due to limited partners abandoning their units. In abandoning his or her Limited Partnership Interests, a limited partner relinquishes all right, title, and interest in the Partnership as of the date of abandonment.



Net (Loss) Income Per Limited Partnership Interest





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



Cash and Cash Equivalents



Cash and cash equivalents include cash and money market mutual funds.  At certain times, the amount of cash deposited at a bank may exceed the limit on insured deposits.  The entire cash balance at December 31, 2006 is maintained by an affiliated management company on behalf of affiliated entities in a cash concentration account.



Impairment of Long-Lived Assets



The Partnership reviews its investments in long-lived assets to determine if there has been any impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.  If the sum of the expected future cash flows is less than the carrying amount of the assets, the Partnership recognizes an impairment loss. No adjustments for impairment of value were recorded during the years ended December 31, 2006 or 2005.



Segment Reporting



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



Fair Value of Financial Instruments



SFAS No. 107, "Disclosures about Fair Value of Financial Instruments", as amended by SFAS No. 119, "Disclosures about Derivative Financial Instruments and Fair Value of Financial Instruments", requires disclosure of fair value information about financial instruments.  Fair value is defined in the SFAS as the amount at which the instruments

could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The Partnership believes that the carrying amount of its financial instruments approximates their fair value due to the short term maturity of these instruments.



FASB Interpretation No. 46



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



















Upon adoption of FIN 46, the Partnership determined it held variable interests in nine VIEs for which the Partnership was not the primary beneficiary.  During the year ended December 31, 2005, the Partnership identified two additional VIEs in which it held a variable interest and was not the primary beneficiary.  During the year ended December 31, 2005, two Local Partnerships previously determined to be VIEs sold their respective investment properties, consisting of a total of 186 units.  During the year ended December 31, 2006, the Partnership sold its interest in one Local Partnership previously determined to be a VIE, which owned a property consisting of 44 units. The remaining eight VIEs consist of Local Partnerships in which the Partnership acquired an interest prior to the adoption of FIN 46 that are directly engaged in the ownership and management of eight apartment properties with a total of 382 units.  The Partnership is involved with those VIEs as a non-controlling limited partner equity holder.  The Partnerships maximum exposure to loss as a result of its involvement with unconsolidated VIEs is limited to the Partnerships recorded investments in and receivables from those VIEs, which was approximately $849,000 at December 31, 2006.  The Partnership may be subject to additional losses to the extent of any financial support that the Partnership voluntarily provides in the future.



Recent Accounting Pronouncements



In May 2005, the Financial Accounting Standards Board (FASB) issued SFAS No. 154 Accounting Changes and Error Corrections, which replaces APB Opinion No. 20 and SFAS No. 3, and changes the requirements for the accounting for and reporting of a change in accounting principle. This statement is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. The Partnership adopted SFAS No. 154 effective January 1, 2006. The adoption of SFAS No. 154 did not have a material effect on the Partnerships financial condition or results of operations.



In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements. SFAS No. 157 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the market in which the reporting entity transacts. SFAS No. 157 applies whenever other standards require assets or liabilities to be measured at fair value and does not expand the use of fair value in any new circumstances. SFAS No. 157 establishes a hierarchy that prioritizes the information used in developing fair value estimates. The hierarchy gives the highest priority to quoted prices in active markets and the lowest priority to unobservable data, such as the reporting entitys own data. SFAS No. 157 requires fair value measurements to be disclosed by level within the fair value hierarchy. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007. The Partnership does not anticipate that the adoption of SFAS No. 157 will have a material effect on the Partnerships financial statements.



In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities. SFAS No. 159 permits entities to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. SFAS No. 159 also establishes presentation and disclosure requirements designed to facilitate comparisons between entities that choose different measurement attributes for similar types of assets and liabilities. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. The Partnership has not yet determined whether it will elect the fair value option for any of its financial instruments.

















Note 2 - Investments in and Advances to Limited Partnerships



At December 31, 2006, the Partnership holds limited partnership interests in thirteen Local Partnerships, located in seven states and Puerto Rico. At December 31, 2006, the Local Partnerships own residential projects consisting of 798 apartment units. The general partners responsible for management of the Local Partnerships (the "Local Operating General Partners") are not affiliated with the General Partner of the Partnership, except as discussed below.



National Tax Credit, Inc. ("NTC"), an affiliate of the General Partner, typically serves either as a special limited partner or non-managing administrative general partner in which case it receives 0.01 percent of operating profits and losses of the Local Partnerships. NTC or another affiliate of the general partner may serve as the Local Operating General Partner of the Local Partnership in which case it is typically entitled to 0.09 percent of operating profits and losses of the respective Local Partnership.  The Partnership is also generally entitled to receive 50 percent of the net cash flow generated by the Apartment Complexes, subject to repayment of any loans made to the Local Partnerships (including loans provided by NTC or an affiliate), repayment for funding of development deficit and operating deficit guarantees by the Local Operating General Partners or their affiliates (excluding NTC and its affiliates), and certain priority payments to the Local Operating General Partners other than NTC or its affiliates.



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



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



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



As of December 31, 2006, the investment balance in twelve of the thirteen Local Partnerships had been reduced to zero.



At times, advances are made to the Local Partnerships in order to preserve the ability to receive applicable Tax Credits. Advances made by the Partnership to the individual Local Partnerships are considered part of the Partnership's investment in limited partnerships.  Advances made to Local Partnerships for which the investment has been
reduced to zero are charged to expense.  During the years ended December 31, 2006 and 2005, approximately $19,000 and $246,000, respectively, was advanced to the Local Partnerships, approximately $12,000 and $179,000, respectively, of which was recognized as expense on the accompanying statements of operations. During the years ended December 31, 2006 and 2005, approximately $7,000 and $282,000, respectively, of advances were repaid by Local Partnerships.



The following is a summary of the investments in Local Partnerships for the year ended December 31, 2006 (in thousands):



|                                         |        
|---------------------------------------- | -------
|Investment balance, beginning of year    | $   940
|Equity in losses of limited partnerships | (76)   
|Amortization of acquisition costs        | (15)   
|Investment balance, end of year          | $849   



The difference between the investment per the accompanying balance sheet at December 31, 2006 and the equity per the Local Partnerships' combined financial statements is due primarily to cumulative unrecognized equity in losses of certain Local Partnerships, the Partnerships recording of capital contributions payable to the Local Partnerships in its investment balance, costs capitalized to the investment account, cumulative distributions recognized as income and the recognition of impairment losses.



Summit I, II and III



The current local general partner, the Partnership and the previous local general partner entered into an agreement on May 31, 2005, in which the Partnership advanced to Summit I and Summit III approximately $100,000 and $66,000, respectively, to cover a portion of delinquent property tax obligations, and the previous local general partner advanced the next three quarterly tax payments for the delinquent property taxes of approximately $27,000 for Summit I and $18,000 for Summit III.  In addition, the current local general partner is negotiating with the previous local general partner to correct certain Section 42 non-compliance issues at all three properties as a result of Internal Revenue Service (the "IRS") recapture letters received in 2004.  If the Section 42 non-compliance issues are resolved with the IRS and the Pennsylvania Housing Finance Agency, then the previous local general partner will be readmitted into all three Local Partnerships.  If the Section 42 non-compliance issues cannot be resolved, the limited partners may be subject to the recapture of Tax Credits related to these Local Partnerships.  The Partnership reserved for the advances made during the year ended December 31, 2005, as the repayment of the advances is not probable.



Blue Lake



In 2003, the property owned by Blue Lake was sold without the consent or knowledge of the Partnership and without the requisite recapture bond. The Partnership has filed an action against the general partner of the Local Partnership. Trial is scheduled for May 14, 2007. The Partnership had no investment in the Blue Lake Local Partnership at December 31, 2006. Under the terms of the Partnership Agreement, neither the Partnership nor the General Partner is subject to a liability to the limited partners of the Partnership for the amounts of Tax Credits at risk of recapture as a result of the recapture bond not being obtained at the time of the sale of the property. The limited partners will be responsible for any tax credit recapture liability on their respective income tax returns.



Rose City Village



In 2003, the property owned by Rose City Village was sold without the consent or knowledge of the Partnership and without the requisite recapture bond.  The Partnership filed an action against the general partner of the Local Partnership. In May 2005, the Partnership and the general partner of the Local Partnership reached a settlement through mediation.  In consideration for a cash payment to the Partnership of $300,000
paid in May 2005, which is included in distributions from limited partnerships recognized as income for the year ended December 31, 2005, the Partnership agreed to a full release of all claims against the general partner of the Local Partnership and to relinquish the Partnerships interest in the Local Partnership.  Under the terms of the Partnership Agreement, neither the Partnership nor the General Partner is subject to a liability to the limited partners of the Partnership for the amounts of Tax Credits at risk of recapture as a result of the recapture bond not being obtained at the time of the sale of the property. The limited partners will be responsible for the tax credit recapture liability on their respective income tax returns. The Partnership had no investment in this Local Partnership at December 31, 2006.



Genoa Plaza



In June 2004, NTC withdrew as the Local Operating General Partner of Genoa Plaza and was simultaneously re-admitted as a special limited partner. The replacement local operating general partner is not an affiliated party of the Partnership. The replacement local operating general partner guaranteed funding of operating deficits throughout the remainder of the 15-year tax credit compliance period in consideration for its admission. In June 2004, the Partnerships LP interest was reduced to 20% and an unaffiliated entity was admitted as the 79% limited partner. In accordance with this change in local operating general partner, the new local operating general partner deposited $10,000 into a reserve account to be controlled by the Partnership. The funds in the reserve account were to be used to pay operating deficits during the Tax Credit Compliance period. In addition at any time after January 1, 2005, the new local operating general partner had the right but not the obligation to purchase the Local Partnerships property at the established fair market value or purchase the Partnerships and NTCs interest at a price equal to the amount each would have received upon a sale of the Local Partnerships property at the established fair market value. Accordingly, in October 2005, the new local operating general partner exercised this right and purchased the Partnerships and NTCs interest for approximately $2,000, which is included in gain on sale of limited partnership interests for the year ended December 31, 2005. In addition, the Partnership returned the approximately $10,000 in restricted cash to the new local operating general partner. The Partnership had no investment balance in this Local Partnership as of December 31, 2006.



Dickens II



In January 2005, the Local Operating General Partner of Dickens II sold the property without the consent or knowledge of the Partnership.  A recapture bond was not necessary as the Local Partnership was beyond the 15-year tax credit compliance period. The Partnership is currently evaluating its options, including litigation.  The Partnership had no investment in this Local Partnership at December 31, 2006.



Mountain View I and II



In February 2005, the Partnership sold its remaining limited partnership interests in Mountain View I and II for approximately $550,000.  After applying the proceeds received against advances receivable and the Partnerships investment in these Local Partnerships, the Partnership recognized a gain on the sale of limited partnership interests of approximately $404,000 during the year ended December 31, 2005.



Countryview Columbus



In March 2005, the Local Operating General Partner of Countryview Columbus sold the property to a third party.  After the repayment of the mortgage encumbering the property and accounts payable, the Local Partnership repaid the Partnership for advances of approximately $272,000 made to the Local Partnership in 2004 and 2005. The Partnership received approximately $122,000 as repayment of advances made prior to 2004 during the year ended December 31, 2005. The Partnership received approximately $99,000 as repayment of advances made prior to 2004 during the year ended December 31, 2006, which
is included in distributions from limited partnerships recognized as income. The Partnership had no investment balance in this Local Partnership at December 31, 2006.



Vinton/Park School



In July 2006, the Partnership sold its limited partnership interest in Vinton/Park School to the Local Operating General Partner for approximately $16,000. After applying approximately $7,000 of the proceeds against advances receivable, the Partnership recorded a gain on sale of limited partnership interest of approximately $9,000 during the year ended December 31, 2006. The Partnership had no investment balance in this Local Partnership at December 31, 2006.



Investee Data



The Partnerships value of its investments and its equity in the income/losses and distributions from the Local Partnerships are, for certain Local Partnerships, individually not material to the overall financial position of the Partnership. The financial information from the unaudited combined financial statements of such Local Partnerships at December 31, 2006 and for each of the two years in the period then ended is presented below. The Partnerships value of its investment in Tyrone Elderly Limited Partnership (the Material Investee) is material to its financial position and the amounts included below for this specific Local Partnership are included on an audited basis (2006 and 2005 amounts exclude the operations of Summit I, II, and III, Ridgewood Heights, Glenark Landing, and Vinton Park/School for which no information is available).



CONDENSED BALANCE SHEETS

OF THE LOCAL LIMITED PARTNERSHIPS

December 31, 2006

(in thousands)



|                                                 |          |           |        
|------------------------------------------------ | -------- | --------- | -------
|                                                 | Material |           |        
|Assets:                                          | Investee | Unaudited | Total  
|Land                                             | $   209  | $ 1,477   | $ 1,686
|Buildings and improvements, net of               |          |           |        
|accumulated depreciation of $2,372 and           |          |           |        
|$11,685, respectively                            | 3,122    | 12,419    | 15,541 
|Other assets                                     | 360      | 1,822     | 2,182  
|Total Assets                                     | $3,691   | $15,718   | $19,409
|Liabilities and Partner's Equity (Deficit):      |          |           |        
|Liabilities:                                     |          |           |        
|Mortgages notes payable                          | $ 2,755  | $11,738   | $14,493
|Other liabilities                                | 139      | 12,765    | 12,904 
|                                                 | 2,894    | 24,503    | 27,397 
|Partner's Equity (Deficit)                       | 797      | (8,785)   | (7,988)
|                                                 |          |           |        
|Total Liabilities and Partners' Equity (Deficit) | $3,691   | $15,718   | $19,409



|                        |                          |           |        |          |           |       
|----------------------- | ------------------------ | --------- | ------ | -------- | --------- | ------
|                        | Years Ended December 31,
|                        | 2006                     |           |        | 2005     |           |       
|                        | Material                 | 2006      | 2006   | Material | 2005      | 2005  
|                        | Investee                 | Unaudited | Total  | Investee | Unaudited | Total 
|Revenues:               |                          |           |        |          |           |       
|Rental and other income | $859                     | $3,642    | $4,501 | $810     | $3,524    | $4,334
|Expenses:               |                          |           |        |          |           |       
|Operating expenses      | 472                      | 2,427     | 2,899  | 450      | 2,285     | 2,735 
|Financial expenses      | 197                      | 1,363     | 1,560  | 211      | 1,349     | 1,560 

|                              |       |        |        |       |        |       
|----------------------------- | ----- | ------ | ------ | ----- | ------ | ------
|Depreciation and amortization | 205   | 732    | 937    | 170   | 727    | 897   
|Total Expenses                | 874   | 4,522  | 5,396  | 831   | 4,361  | 5,192 
|Net loss                      | $(15) | $(880) | $(895) | $(21) | $(837) | $(858)



Note 3 - Transactions with Affiliated Parties



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



(a) An annual Partnership management fee in an amount equal to 0.5 percent of invested assets (as defined in the Partnership Agreement) as of the beginning of the year is payable to the General Partner.  For the years ended December 31, 2006 and 2005, approximately $218,000 and $289,000, respectively, have been expensed.  At December 31, 2006, approximately $338,000 is owed to the General Partner and is included in accrued fees due to affiliates.



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



(c) The Partnership reimburses NAPICO for certain expenses.  The reimbursement to NAPICO was approximately $49,000 for each of the years ended December 31, 2006 and 2005, and is included in general and administrative expenses. At December 31, 2006, approximately $79,000 is owed to NAPICO and is included in accrued fees due to affiliates.



During the year ended December 31, 2005 the General Partner advanced approximately $120,000 to the Partnership to fund operating expenses and advances to Countryview/Columbus. These advances bore interest at the prime rate plus 2%. Interest expense was approximately $5,000 for the year ended December 31, 2005. During the year ended December 31, 2005, the Partnership made payments of principal of approximately $314,000 and accrued interest of approximately $8,000 to an affiliate of the General Partner from proceeds from the sale of the Partnerships interests in Mountain View I and II. There were no such advances made by the General Partner to the Partnership during the year ended December 31, 2006.



NTC, or another affiliate of the General Partner, is the Local Operating General Partner in six of the Partnership's thirteen Local Partnerships.  In addition, NTC is either a special limited partner or an administrative general partner in each Local Partnership.



An affiliate of the General Partner managed one and two properties owned by Local Partnerships during the years ended December 31, 2006 and 2005, respectively.  The Local Partnerships pay the affiliate property management fees in the amount of 5 percent of their gross rental revenues.  The amounts paid were approximately $38,000 and $43,000 for the years ended December 31, 2006 and 2005, respectively. During the year ended December 31, 2005, one of the two properties managed by an affiliate of the General Partner was sold by the Local Partnership.

















AIMCO and its affiliates owned 437 limited partnership interests in the Partnership representing 1.84% of the outstanding interests at December 31, 2006. It is possible that AIMCO or its affiliates will acquire additional limited partnership interests in the Partnership in exchange for cash or a combination of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO, either through private purchases or tender offers. Pursuant to the Partnership Agreement, unitholders holding a majority of the limited partnership interests are entitled to take action with respect to a variety of matters, that include, but are not limited to, voting on certain amendments to the Partnership Agreement and voting to remove the General Partner. Although the General Partner owes fiduciary duties to the limited partners of the Partnership, the General Partner also owes fiduciary duties to AIMCO as its sole stockholder. As a result, the duties of the General Partner, as general partner, to the Partnership and its limited partners may come into conflict with the duties of the General Partner to AIMCO as its sole stockholder.



Note 4 - Income Taxes



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



A reconciliation follows:



|                                           |                          |          
|------------------------------------------ | ------------------------ | ---------
|                                           | Years Ended December 31,
|                                           | 2006                     | 2005     
|                                           | (in thousands)          
|                                           |                         
|Net (loss) income per financial statements | $   (308)                | $      8 
|Gain/loss on sale of investment            | (122)                    | (397)    
|Partnership fees                           | 218                      | (102)    
|Other                                      | 38                       | 168      
|Partnership's share of limited local       |                          |          
|partnership                                | (1,913)                  | (2,329)  
|Loss per preliminary tax return            | $(2,087)                 | $(2,652) 
|Preliminary taxable loss per limited       |                          |          
|partnership interest                       | $(87.38)                 | $(110.71)

















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



|                                    |                  
|----------------------------------- | -----------------
|                                    | December 31, 2006
|                                    | (in thousands)   
|Net assets as reported              | $    568         
|Add (deduct):                       |                  
|Intangible (net)                    | 3,513            
|Deferred offering costs             | 7,745            
|Investment in Partnerships          | (14,494)         
|Other                               | 1,066            
|Net liabilities  Federal tax basis | $(1,602)         



Note 5 - Contingencies



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



Note 6 - Real Estate and Accumulated Depreciation of Local Partnerships in which NTCP Has Invested as of December 31, 2006



|                     |          |                               |           |          |                | 
|-------------------- | -------- | ----------------------------- | --------- | -------- | -------------- | 
|                     |          |                               |           |          |               
|                     |          | Gross Amount At Which Carried |           |         
|                     |          | at December 31, 2006 (1)      |           |         
|                     |          | (in thousands)                |           |         
|                     |          |                               |           |          |               
|                     |          |                               | Buildings |          |               
|                     |          |                               | And       |          |               
|                     |          |                               | Related   |          |               
|                     | Mortgage |                               | Personal  |          | Accumulated   
|Description          | Notes    | Land                          | Property  | Total    | Depreciation  
|                     |          |                               |           |          | (in thousands)
|Appletree Apts.      | $    864 | $     74                      | $  1,272  | $  1,346 | $    570      
|Glenark Apts. (A)    | --       | --                            | --        | --       | --            
|Grand Meadows Apts.  | 1,743    | 112                           | 3,523     | 3,635    | 1,634         
|Grinnell Park Apts.  | 567      | 48                            | 812       | 860      | 373           
|Kimberly Court Apts. | 1,435    | 234                           | 1,787     | 2,021    | 832           
|North Liberty Apts.  | 578      | 48                            | 740       | 788      | 371           
|Rolling Hills Apts.  | 3,617    | 800                           | 12,197    | 12,997   | 5,663         
|Summit I Apts. (A)   | --       | --                            | --        | --       | --            
|Summit II Apts. (A)  | --       | --                            | --        | --       | --            
|Summit III Apts. (A) | --       | --                            | --        | --       | --            
|Torres de Plata I    | 2,934    | 161                           | 3,773     | 3,934    | 2,242         
|Tyrone Elderly (B)   | 2,755    | 209                           | 5,494     | 5,703    | 2,372         
|                     | $14,493  | $1,686                        | $29,598   | $31,284  | $14,057       



(A) Information is not available for this entity.



(B) Material Investee



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



Reconciliation of real estate (all amounts are unaudited except for those amounts relative to the Material Investee  see Note 2) (in thousands)



|                               |                         |           |          |          |           |         
|------------------------------ | ----------------------- | --------- | -------- | -------- | --------- | --------
|                               | Years Ended December 31
|                               | 2006                    |           |          | 2005     |           |         
|                               | Material                | 2006      | 2006     | Material | 2005      | 2005    
|                               | Investee                | Unaudited | Total    | Investee | Unaudited | Total   
|Balance at beginning of year   | $ 5,258                 | $25,399   | $ 30,657 | $16,498  | $33,791   | $ 50,289
|Improvements during the year   | 445                     | 212       | 657      | 53       | 164       | 217     
|Disposal of property           | --                      | (30)      | (30)     | --       | --        | --      
|Disposals of rental properties | --                      | --        | --       | (11,293) | (8,556)   | (19,849)
|Balance at end of year         | $5,703                  | $25,581   | $31,284  | $5,258   | $25,399   | $30,657 



Reconciliation of accumulated depreciation (all amounts are unaudited except for those amounts relative to the Material Investee  see Note 2) (in thousands)



|                               |                          |           |         |          |           |         | 
|------------------------------ | ------------------------ | --------- | ------- | -------- | --------- | ------- | 
|                               | Years Ended December 31,
|                               | 2006                     |           |         | 2005     |           |        
|                               | Material                 | 2006      | 2006    | Material | 2005      | 2005   
|                               | Investee                 | Unaudited | Total   | Investee | Unaudited | Total  
|Balance at beginning of year   | $ 2,167                  | $10,983   | $13,150 | $ 5,765  | $12,278   | $18,043
|Depreciation expense for the   |                          |           |         |          |           |        
|year                           | 205                      | 732       | 937     | 170      | 727       | 897    
|Disposal of property           | --                       | (30)      | (30)    | --       | --        | --     
|Disposals of rental properties | --                       | --        | --      | (3,768)  | (2,022)   | (5,790)
|Balance at end of year         | $2,372                   | $11,685   | $14,057 | $2,167   | $10,983   | $13,150

















ITEM 8.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure



None.



ITEM 8a.

Controls and Procedures



(a)

Disclosure Controls and Procedures. The Partnerships management, with the participation of the principal executive officer and principal financial officer of the General Partner, who are the equivalent of the Partnerships principal executive officer and principal financial officer, respectively, has evaluated the effectiveness of the Partnerships disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)) as of the end of the period covered by this report. Based on such evaluation, the principal executive officer and principal financial officer of the General Partner, who are the equivalent of the Partnerships principal executive officer and principal financial officer, respectively, have concluded that, as of the end of such period, the Partnerships disclosure controls and procedures are effective.



(b) Internal Control Over Financial Reporting. There have not been any changes in the Partnerships internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth quarter of 2006 that have materially affected, or are reasonably likely to materially affect, the Partnerships internal control over financial reporting.



ITEM 8b.

Other Information



None.















PART III



ITEM 9.

Directors and Executive Officers of the Registrant and Corporate Governance



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



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



|                    |    |                                   
|------------------- | -- | ----------------------------------
|David R. Robertson  | 40 | President, Chief Executive Officer
|                    |    | and Director                      
|Harry G. Alcock     | 44 | Executive Vice President and      
|                    |    | Director                          
|Lance J. Graber     | 45 | Executive Vice President          
|Jeffrey H. Sussman  | 41 | Senior Vice President, General    
|                    |    | Counsel and Secretary             
|Kathleen Danilchick | 37 | Senior Vice President and         
|                    |    | Chief Financial Officer           



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



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



Lance J. Graber was appointed Executive Vice President of the General Partner in February 2004 and of AIMCO in October 1999 and focuses on transactions related to Aimco Capitals portfolio of affordable properties in the eastern portion of the country.  Prior to this time, Mr. Graber was a Director at Credit Suisse First Boston from 1994 to May 1999.



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



Kathleen Danilchick has been Senior Vice President and Chief Financial Officer of the General Partner since March 2006 and joined AIMCO in December 2005 as a Vice President in Capital Markets.  Ms. Danilchick is responsible for the financial affairs of NAPICO as well as the limited partnerships sponsored by it.  From January 2003 through October 2005 Ms.
Danilchick was a Vice President at The Lionstone Group, a real estate investment firm, where she was responsible for the supervision and management of all aspects of the national office investment program.   Prior to joining The Lionstone Group, Ms. Danilchick was a Vice President for the Morgan Stanley Real Estate Funds in London, England.



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



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



ITEM 10.

Executive Compensation



None of the directors and officers of the General Partner received any remuneration from the Partnership during the year ended December 31, 2006.



ITEM 11.

Security Ownership of Certain Beneficial Owners and Management



(a)

Security Ownership of Certain Beneficial Owners



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



(b)

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



ITEM 12.

Certain Relationships Related Transactions, and Director Independence



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



(a) An annual Partnership management fee in an amount equal to 0.5 percent of invested assets (as defined in the Partnership Agreement) as of the beginning of the year is payable to the General Partner.  For the years ended December 31, 2006 and 2005, approximately $218,000 and $289,000, respectively, have been expensed.  At December 31, 2006, approximately $338,000 is owed to the General Partner and is included in accrued fees due to affiliates on the balance sheet included in Item 7. Financial Statements.



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



(c) The Partnership reimburses NAPICO for certain expenses.  The reimbursement to NAPICO was approximately $49,000 for each of the years ended December 31, 2006 and 2005 and is included in general and administrative expenses on the statements of operations included in
Item 7. Financial Statements. At December 31, 2006, approximately $79,000 is owed to NAPICO and is included in accrued fees due to affiliates on the balance sheet included in Item 7. Financial Statements.



During the year ended December 31, 2005 the General Partner advanced approximately $120,000 to the Partnership to fund operating expenses and advances to Countryview/Columbus. These advances bore interest at the prime rate plus 2%. Interest expense was approximately $5,000 for the year ended December 31, 2005. During the year ended December 31, 2005, the Partnership made payments of principal of approximately $314,000 and accrued interest of approximately $8,000 to an affiliate of the General Partner from proceeds from the sale of the Partnerships interests in Mountain View I and II. There were no such advances made by the General Partner to the Partnership during the year ended December 31, 2006.



NTC, or another affiliate of the General Partner, is the Local Operating General Partner in six of the Partnership's thirteen Local Partnerships.  In addition, NTC is either a special limited partner or an administrative general partner in each Local Partnership.



An affiliate of the General Partner managed one and two properties owned by Local Partnerships during the years ended December 31, 2006 and 2005, respectively.  The Local Partnerships pay the affiliate property management fees in the amount of 5 percent of their gross rental revenues.  The amounts paid were approximately $38,000 and $43,000 for the years ended December 31, 2006 and 2005, respectively. During the year ended December 31, 2005, one of the two properties managed by an affiliate of the General Partner was sold by the Local Partnership.



AIMCO and its affiliates owned 437 limited partnership interests in the Partnership representing 1.84% of the outstanding interests at December 31, 2006. It is possible that AIMCO or its affiliates will acquire additional limited partnership interests in the Partnership in exchange for cash or a combination of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO, either through private purchases or tender offers. Pursuant to the Partnership Agreement, unitholders holding a majority of the limited partnership interests are entitled to take action with respect to a variety of matters, that include, but are not limited to, voting on certain amendments to the Partnership Agreement and voting to remove the General Partner. Although the General Partner owes fiduciary duties to the limited partners of the Partnership, the General Partner also owes fiduciary duties to AIMCO as its sole stockholder. As a result, the duties of the General Partner, as general partner, to the Partnership and its limited partners may come into conflict with the duties of the General Partner to AIMCO as its sole stockholder.



Neither of the General Partners directors is independent under the independence standards established for New York Stock Exchange listed companies as both directors are employed by the parent of the General Partner.



ITEM 13.

Exhibits



See Exhibit Index.



ITEM 14.

Principal Accountant Fees and Services



The General Partner has reappointed Ernst & Young LLP as independent auditors to audit the financial statements of the Partnership for 2007.  The aggregate fees billed for services rendered by Ernst & Young LLP for 2006 and 2005 are described below.



Audit Fees.  Fees for audit services totaled approximately $45,000 and $49,000 for the years 2006 and 2005, respectively. Fees for audit services also include fees for the reviews of the Partnerships Quarterly Reports on Form 10-QSB.



Tax Fees.  Fees for tax services totaled approximately $21,000 and $20,000 for 2006 and 2005, respectively.















SIGNATURES





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



| |                                             
| | --------------------------------------------
| | NATIONAL TAX CREDIT PARTNERS L.P.           
| | (a California limited partnership)          
| |                                             
| | By:   NATIONAL PARTNERSHIP INVESTMENTS CORP.
| | General Partner                             
| |                                             
| | By:   /s/David R. Robertson                 
| | David R. Robertson                          
| | President, Chief Executive Officer          
| | and Director                                
| |                                             
| | By:   /s/Kathleen Danilchick                
| | Kathleen Danilchick                         
| | Senior Vice President and                   
| | Chief Financial Officer                     
| |                                             
| | Date: April 16, 2007                        



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



|                       |                               |                     
|---------------------- | ----------------------------- | --------------------
|/s/Harry G. Alcock     | Director and Executive        | Date: April 16, 2007
|Harry G. Alcock        | Vice President                |                     
|                       |                               |                     
|/s/David R. Robertson  | Director, President and Chief | Date: April 16, 2007
|David R. Robertson     | Executive Officer             |                     
|                       |                               |                     
|/s/Kathleen Danilchick | Senior Vice President and     | Date: April 16, 2007
|Kathleen Danilchick    | Chief Financial Officer       |                     



NATIONAL TAX CREDIT PARTNERS, L.P.

EXHIBIT INDEX





Exhibit

Description of Exhibit



3

Partnership Agreement (herein incorporated by reference to the Partnership's

Form S-11 Registration No. 33-27658).



10.1

Assignment and Assumption Agreement dated February 2, 2005 between National Tax Credit Partners, L.P., a California Limited Partnership, National Tax Credit, Inc., a California corporation, and Las Palomas Investors, LLC, a New Mexico limited liability company, incorporated by reference to Current Report on Form 8-K dated February 23, 2005.



10.2

Assignment and Assumption Agreement dated February 2, 2005 between National Tax Credit Partners, L.P., a California Limited Partnership, National Tax Credit, Inc., a California corporation, and Las Palomas Investors, LLC, a New Mexico limited liability company, incorporated by reference to Current Report on Form 8-K dated February 23, 2005.



10.3

Form of 2006 Amendment to the Amended and Restated Certificate and Agreement of Limited Partnership of Vinton/Park School Apartments Limited Partnership between National Tax Credit Partners, L.P., a California Limited Partnership, National Tax Credit, Inc., a California corporation, DES Properties, LLC, a Nebraska limited liability company, and Roseland Redevelopment Corporation, a Nebraska corporation, incorporated by reference to Current Report on Form 8-K dated July 11, 2006.



31.1

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



31.2

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



32.1

Certification of the equivalent of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.















Exhibit 31.1

CERTIFICATION

I, David R. Robertson, certify that:

1.

I have reviewed this annual report on Form 10-KSB of National Tax Credit Partners, L.P.;

2.

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



3.

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



4.

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



(a)

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



(b)

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



(c)

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



5.

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



(a)

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



(b)

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

Date:  April 16, 2007

/s/David R. Robertson

David R. Robertson

President and Chief Executive Officer of National Partnership Investments Corp., equivalent of the chief executive officer of the Partnership















Exhibit 31.2

CERTIFICATION

I, Kathleen Danilchick, certify that:

1.

I have reviewed this annual report on Form 10-KSB of National Tax Credit Partners, L.P.;

2.

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



3.

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



4.

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



(a)

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



(b)

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



(c)

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



5.

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



(a)

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



(b)

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

Date:  April 16, 2007

/s/Kathleen  Danilchick

Kathleen Danilchick

Senior Vice President and Chief Financial Officer of National Partnership Investments Corp., equivalent of the chief financial officer of the Partnership















Exhibit 32.1





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





In connection with the Annual Report on Form 10-KSB of National Tax Credit Partners, L.P. (the "Partnership"), for the fiscal year ended December 31, 2006 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), David R. Robertson, as the equivalent of the chief executive officer of the Partnership, and Kathleen Danilchick, as the equivalent of the chief financial officer of the Partnership, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:



(1)

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



(2)

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



| |                          
| | -------------------------
| | /s/David R. Robertson    
| | Name: David R. Robertson 
| | Date: April 16, 2007     
| |                          
| | /s/Kathleen Danilchick   
| | Name: Kathleen Danilchick
| | Date: April 16, 2007     



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