<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-K

                Annual Report Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

                   For the Fiscal Year Ended DECEMBER 31, 2000

                             Commission File Number
                                     0-18541

                       NATIONAL TAX CREDIT PARTNERS, L.P.

                        A CALIFORNIA LIMITED PARTNERSHIP

                  I.R.S. Employer Identification No. 95-4205231
                                                    -----------

       9090 WILSHIRE BOULEVARD, SUITE 201, BEVERLY HILLS, CALIFORNIA 90211

        Registrant's Telephone Number, Including Area Code (310) 278-2191

      Securities Registered Pursuant to Section 12(b) or 12(g) of the Act:

                                      NONE

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed with the Commission by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding twelve months (or such shorter period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.

                                 Yes [X]  No [ ]

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


<PAGE>   2

PART I.

ITEM 1. BUSINESS:

National Tax Credit Partners, L.P. ("NTCP" or the "Partnership") is a limited
partnership formed under the laws of the State of California on March 7, 1989.
The Partnership was formed to acquire limited partnership interests in separate
local limited partnerships ("Local Partnerships"), which own multifamily
apartment complexes that are eligible for low-income housing federal income tax
credits ("Housing Tax Credits"). On June 6, 1989, the Partnership offered 14,000
units consisting of 28,000 limited partnership interests and warrants to
purchase 14,000 additional limited partnership interests (collectively "Limited
Partnership Interests") through a public offering managed by PaineWebber
Incorporated (the "Selling Agent").

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

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

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

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

The Apartment Complexes owned by the Local Partnerships in which NTCP has
invested were developed by the Local Operating General Partners (the "Local
Operating General Partners") who acquired the sites and applied for applicable
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


<PAGE>   3

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.


<PAGE>   4

During 2000, the Apartment Complexes in which NTCP had invested were
substantially rented.

The following is a schedule of the occupancy status as of December 31, 2000, 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, 2000

<TABLE>
<CAPTION>
                                                                  Percentage of
                                  No. of          Units            Total Units
Name and Location                  Units        Occupied            Occupied
-----------------                 ------        --------          -------------
<S>                               <C>           <C>               <C>
Apple Tree
Brigham City, UT                     24              23                 96%

Blue Lake
Miami, FL                           106              75                 71%

ComFed Qualified
Omaha, NE                           116             109                 94%

Concept I & II
Cleveland, OH                        40              33                 83%

Countryview/Columbus
Canal Winchester, OH                152             139                 91%

Dickens
Chicago, IL                          34              31                 91%

Dynes
Cleveland, OH                        42              36                 86%

Genoa Plaza
Genoa City, WI                       48              46                 96%

Glenark
Woonsocket, RI                       67              62                 93%

Grand Meadows
Grand Blanc, MI                      64              62                 97%

Grinnell Park
Grinnell, IA                         24              24                100%
</TABLE>


<PAGE>   5




                SCHEDULE OF PROJECTS OWNED BY LOCAL PARTNERSHIPS
                   IN WHICH NTCP HAS AN INVESTMENT (CONTINUED)
                                DECEMBER 31, 2000

<TABLE>
<CAPTION>
                                                                  Percentage of
                                  No. of          Units            Total Units
Name and Location                  Units        Occupied            Occupied
-----------------                 ------        --------          -------------
<S>                               <C>           <C>               <C>
Hickory Green
Westland, MI                         59              55                 93%

Holden Village
West Seattle, WA                     96              92                 96%

Kimberly Court
Seward, AK                           24              19                 79%

Meadows Apartments
Ypsilanti, MI                       114              86                 75%

Mountain View - I
Sante Fe, NM                        120             116                 97%

Mountain View - II
Sante Fe, NM                        159             153                 96%

Newbury
Oak Creek, WI                       164             154                 94%

North Liberty
North Liberty, IA                    24              21                 88%

Paris Hotel
Denver, CO                           17              17                100%

Rolling Hills
Santoga, PA                         232             232                100%

Rose City
Portland, OR                        264             262                 99%

Summit I - Wallace
Philadelphia, PA                     17              16                 94%

Summit II - Bergdoll
Philadelphia, PA                      9               8                 89%

Summit III - Chandler
Philadelphia, PA                     25              20                 80%
</TABLE>


<PAGE>   6

                SCHEDULE OF PROJECTS OWNED BY LOCAL PARTNERSHIPS
                   IN WHICH NTCP HAS AN INVESTMENT (CONTINUED)
                                DECEMBER 31, 2000

<TABLE>
<CAPTION>
                                                                  Percentage of
                                  No. of          Units            Total Units
Name and Location                  Units        Occupied            Occupied
-----------------                 ------        --------          -------------
<S>                               <C>           <C>               <C>
Terrace Gardens
Lemon Grove, CA                     150             149                 99%

Ticino
Seattle, WA                          45              40                 89%

Torres de Plata I
Toa Alta, PR                         72              72                100%

Tyrone Elderly
Tyrone, PA                          100              99                 99%

Victorian Park
Streamwood, IL                      336             307                 91%

Vinton/Park School
Omaha, NE                            44              40                 91%
                                  -----           -----

TOTAL                             2,788           2,598                 93%
                                  =====           =====
</TABLE>


<PAGE>   7

ITEM 2. PROPERTIES:

Through its investments in Local Partnerships, NTCP holds interests in 31
Apartment Complexes. See Item 1 and Schedule for information pertaining to these
Apartment Complexes.

ITEM 3. LEGAL PROCEEDINGS:

As of December 31, 2000, NTCP's General Partner was a plaintiff or defendant in
several lawsuits. In addition, the Partnership is involved in the following
lawsuits arising from transactions in the ordinary course of business. In the
opinion of management and the General Partner, the claims will not result in any
material liability to the Partnership

Victorian Park Associates, which owns a 336-unit Apartment Complex located in
Illinois, defaulted on its mortgage in July 1991 principally because the
unaffiliated Local Operating General Partners failed to pay $800,000 of real
property taxes required under their guarantees. On March 25, 1992, the
Partnership commenced litigation against the Local Operating General Partners to
enforce its rights. On November 13, 1992 the Partnership was advised that a
Chapter 11 petition in bankruptcy was filed by the Local Operating General
Partners on behalf of the Local Partnership and that the lender, Patrician
Mortgage ("Patrician"), had accelerated its mortgage. On January 7, 1993, the
Partnership obtained an order compelling the Local Operating General Partners to
perform under their Guarantees, which order was reversed by the U.S. Court of
Appeals for the Seventh Circuit. The Local Operating General Partners' Seventh
Amended Plan of Reorganization (the "Plan") was approved. Pursuant to the Plan,
Patrician is required to reissue and/or reduce the principal on the first
mortgage bonds and the Local Operating General Partners are required to (i) pay
$1,000,000 cash to implement the Plan and (ii) pay an agreed upon monthly
guarantee payment. No assurances can be given that the Plan will be successfully
implemented. As of December 31, 2000 and 1999, the Partnership's carrying value
of the investment in the Victorian Local Partnership (which represents
approximately 5.7 percent of the Partnership's total equity initially invested
in Local Partnerships) was zero.

In December 1992, Tara Construction, the general contractor for Art Museum
properties (Summit I, II and III), commenced an action in the Court of Common
Pleas, Montgomery County, Pennsylvania entitled Tara Construction v. NTCP et
al., (Case No. 92-23505) against the three Summit Local Partnerships, the
Partnership, NTC, the General Partner, PaineWebber Incorporated, and a
PaineWebber affiliate, seeking damages of approximately $600,000 allegedly due
the general contractor for work done in connection with the completion of
construction plus damages for alleged misrepresentations and punitive damages.
The Partnership believes that the general contractor's claims are barred and/or
subject to offset and it has filed responsive pleadings. The Partnership has not
accrued any liability in the accompanying financial statements. Tara
Construction's lawsuit has been dormant since 1993. Occupancy levels at the
three related Local Partnerships, Summit I, II, and III (Wallace, Bergdoll, and
Chandler School located in Philadelphia) were 94%, 89%, and 80%, respectively,
at December 31, 2000, and the properties have been operating at a deficit. The
local general partner is currently attempting to negotiate discounted payments
and/or payment plans for outstanding payables which, if unsuccessful, could
result in foreclosure proceedings on all three properties. The Partnership and
the lender are currently engaged in settlement discussions regarding the default
under the mortgages payable. In 1996, the aggregate carrying value of the
investments in Summit I, Summit II and Summit III of approximately $2,290,000,
was written off. Summit I, II and III represent 3.2%, 1.4% and 4.6%,
respectively, of NTCP's original portfolio investment.

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

Not applicable.


<PAGE>   8

PART II.

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

The Limited Partnership Interests are not traded on a public exchange but were
sold through a public offering managed by PaineWebber Incorporated. It is not
anticipated that any active public market will develop for the purchase and sale
of any Limited Partnership Interest. Limited Partnership Interests may not be
transferred but can be assigned only if certain requirements in the Partnership
Agreement are satisfied. At December 31, 2000, there were 3,804 registered
holders of Limited Partnership Interests in NTCP. The Partnership was not
designed to provide cash distributions to Limited Partners in circumstances
other than refinancing or disposition of its investments in Local Partnerships
and then such distributions, if any, may be limited. Distributions have not been
made from the inception of the Partnership to December 31, 2000.


<PAGE>   9

ITEM 6. SELECTED FINANCIAL DATA:

<TABLE>
<CAPTION>
                                                             Year Ended December 31,
                                  --------------------------------------------------------------------------------
                                      2000             1999             1998             1997             1996
                                  ------------     ------------     ------------     ------------     ------------
<S>                               <C>              <C>              <C>              <C>              <C>
Interest and other Income         $      4,133     $      7,219     $     14,100     $     51,975     $     99,016

Operating expenses                    (912,810)        (821,771)        (910,831)        (903,971)        (975,642)

Distributions from limited
   partnership recognized
   as income                           183,288          129,365          204,866           18,381           37,532

Equity in loss of limited
   partnerships and
   amortization of
   acquisition costs                  (615,785)      (2,435,384)      (2,082,528)      (2,188,630)      (2,049,514)

Write-off of Investment
   in Limited Partnerships                  --               --       (1,223,100)        (560,766)      (2,289,875)
                                  ------------     ------------     ------------     ------------     ------------

Net loss                          $ (1,341,174)    $ (3,120,571)    $ (3,997,493)    $ (3,583,011)    $ (5,178,483)
                                  ============     ============     ============     ============     ============

Net loss per limited
   partnership interest           $        (56)    $       (129)    $       (166)    $       (148)    $       (215)
                                  ============     ============     ============     ============     ============


Total assets                      $  8,593,980     $  9,114,107     $ 11,642,078     $ 14,985,893     $ 17,946,325
                                  ============     ============     ============     ============     ============

Investments in Local
   Partnerships                   $  8,515,958     $  9,050,981     $ 11,421,621     $ 14,370,207     $ 17,721,398
                                  ============     ============     ============     ============     ============

Capital contributions payable     $    266,841     $    266,841     $    266,841     $    329,030     $    392,300
                                  ============     ============     ============     ============     ============

Accrued fees and expenses
   due to partners                $  6,799,251     $  6,113,629     $  5,420,677     $  4,727,721     $  3,996,221
                                  ============     ============     ============     ============     ============
</TABLE>


<PAGE>   10

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS:

CAPITAL RESOURCES

The Partnership received proceeds totaling $59,749,000 from the sale of Limited
Partnership Interests, pursuant to a registration statement filed on Form S-11,
which sale commenced in June 1989 and terminated in June 1990. This amount
includes $18,907,500 from the sale of 7,563 Additional Limited Partnership
Interests. The proceeds have been used to invest in Local Partnerships, which
own and operate Apartment Complexes. The Partnership made capital contributions
to 32 Local Partnerships (one of which was foreclosed upon by the lender in
1995) representing a total investment of approximately $44,811,000. Normally,
the capital contributions to the Local Partnerships are payable in installments,
with each contribution due on a specified date and/or provided that certain
conditions regarding construction operation and financing of the project have
been fulfilled. At December 31, 2000, $266,841 remains outstanding for one Local
Partnership.

It is not expected that any of the Local Partnerships in which the Partnership
invested will generate cash from operations sufficient to provide distributions
to the Limited Partners. Such cash from operations, if any, would first be used
to meet operating expenses of the Partnership. The Partnership's investments are
not readily marketable and may be affected by adverse general economic
conditions which, in turn, could substantially increase the risk of operating
losses for the Apartment Complexes, the Local Partnerships and the Partnership.
These problems may result from a number of factors, many of which cannot be
controlled by the General Partner.

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

The Partnership's unrestricted cash reserves as of December 31, 2000 were
approximately $78,022. In order to replenish NTCP's reserves, NTCP intends to
generate additional cash from refinancing certain properties owned by Local
Partnerships.

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

LIQUIDITY

Each Local Partnership investment has been analyzed by the General Partner with
respect to its probable impact upon the Partnership's liquidity position. In
this regard, the General Partner took into account projected cash flow generated
from


<PAGE>   11

each Apartment Complex, the anticipated debt service requirements of the
existing financing and any restructuring or refinancing of such Apartment
Complex, and the division of cash flow in excess of debt service between the
Partnership and the local operating general partner.

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

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

RESULTS OF OPERATIONS

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

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

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

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


<PAGE>   12

which in turn, could substantially increase the risk of operating losses for the
Apartment Complexes. Certain of the Local Partnerships and their respective
Apartment Complexes are subject to litigation and operating problems. See Item 3
"Legal Proceedings" above and the information which follows.

Pursuant to the terms of a workout, dated January 11, 1995 (the "Workout")
agreed upon between the parties relating to the resolution of an existing
default under the first mortgage loan encumbering Glenark Landing, annual
payments of $42,800 for a five year term, totaling $214,000, are due to the
Rhode Island Housing and Mortgage Finance Corporation (the "Lender"). The
Partnership stopped making these payments, and the Lender issued a notice of
default with respect to the Workout on September 24, 1999. The parties are
currently engaged in settlement discussions regarding the default. The
Partnership's carrying value of the investment in Glenark Landing is zero.

Pursuant to the terms of a loan workout relating to the Blue Lake Local
Partnership, dated March 25, 1995 (the "Workout"), NTCP is required to
contribute an additional $541,300 ($266,841 as of December 31, 2000) to the
local partnership over a ten year period. In exchange, the debt service on the
property is payable out of net cash flow. No payments have been made in 2000 and
1999 and a dispute has arisen as to whether the Local Partnership is in default
under the Workout. The parties are currently engaged in settlement discussions
regarding this dispute. The Partnership's investment in Blue Lake was zero at
December 31, 2000 and 1999.

During 1997, the Oregon Housing and Community Services Department ("Department")
inspected Rose City Village Limited Partnership's compliance with the low-income
housing credit provisions of the Internal Revenue Code, and determined that the
Partnership was not in compliance. The Department filed Form 8823, Low-Income
Housing Credit Agencies Report of Noncompliance, with the Internal Revenue
Service. Management believes the instances of noncompliance are now corrected;
however, as of the date of this report, resolution of this matter by the
Department and the Internal Revenue Service is still outstanding. The effect, if
any, of the noncompliance on the financial statements of the Partnership cannot
be determined at this date. The Partnership's investment in Rose City at
December 31, 2000 was $360,604.

The Partnership accounts for its investments in the Local Partnerships on the
equity method, thereby adjusting its investment balance by its proportionate
share of the income or loss of the Local Partnerships. Equity in losses of Local
Partnerships is recognized in the financial statements until the limited
partnership investment account is reduced to a zero balance. Losses incurred
after the limited partnership investment account is reduced to zero are not
recognized. Limited partners are not liable for losses beyond their contributed
capital. The cumulative amount of the unrecognized equity in losses of
unconsolidated limited partnerships was approximately $27,864,000 and
$24,044,000 as of December 31, 2000 and 1999, respectively.

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

Operating expenses consist primarily of recurring general and administrative
expenses and professional fees for services rendered to the Partnership. In
addition, an annual partnership management fee in an amount equal to 0.5% of
invested assets is payable to the General Partner and Special Limited Partner.
The management fee represents the annual recurring fee which will be paid to the
General Partner for its continuing management of Partnership affairs. The higher
legal fees for the year ended December 31, 1998, as compared to 2000 and 1999,
is due to legal fees associated with the final settlement of litigation
involving certain Local Partnerships previously discussed.


<PAGE>   13

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA:

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

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

Not applicable.


<PAGE>   14
                       NATIONAL TAX CREDIT PARTNERS, L.P.
                       (a California limited partnership)


                             FINANCIAL STATEMENTS,
                         FINANCIAL STATEMENT SCHEDULES
                  AND REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
                               DECEMBER 31, 2000



<PAGE>   15

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


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

We have audited the accompanying balance sheets of National Tax Credit Partners,
L.P. (a California limited partnership) as of December 31, 2000 and 1999, and
the related statements of operations, partners' equity (deficiency) and cash
flows for each of the three years in the period ended December 31, 2000. Our
audits also included the financial statement schedules listed in the index in
item 14. These financial statements and financial statement schedules are the
responsibility of the management of the Partnership. Our responsibility is to
express an opinion on these financial statements and financial statement
schedules based on our audits. We did not audit the financial statements of
certain investee limited partnerships, the investments in which are reflected in
the accompanying financial statements using the equity method of accounting. The
investments in these limited partnerships represent 39 percent and 38 percent of
total assets as of December 31, 2000 and 1998, respectively, and the equity in
loss of these limited partnerships represents 22 percent, 22 percent and 21
percent of the total net loss of the Partnership for the years ended December
31, 2000, 1999 and 1998, respectively, and represent a substantial portion of
the investee information in Note 2 and the financial statement schedules. The
financial statements of these limited partnerships were audited by other
auditors. Their reports have been furnished to us and our opinion, insofar as it
relates to the amounts included for those limited partnerships, is based solely
on the reports of the other auditors.

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

In our opinion, based on our audits and the reports of other auditors, the
financial statements referred to above present fairly, in all material respects,
the financial position of National Tax Credit Partners, L.P. as of December 31,
2000 and 1999, and the results of its operations and its cash flows for each of
the three years in the period ended December 31, 2000 in conformity with
accounting principles generally accepted in the United States of America. Also,
in our opinion, based on our audits and the reports of other auditors, such
financial statement schedules, when considered in relation to the basic
financial statements taken as a whole, present fairly in all material respects
the information set forth therein.


DELOITTE & TOUCHE LLP

Los Angeles, California
March 28, 2001


<PAGE>   16

                       NATIONAL TAX CREDIT PARTNERS, L.P.
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                                 BALANCE SHEETS

                           DECEMBER 31, 2000 AND 1999

                                     ASSETS

<TABLE>
<CAPTION>
                                                        2000            1999
                                                     ----------      ----------
<S>                                                  <C>             <C
INVESTMENTS IN LIMITED PARTNERSHIPS
   Notes 1 and 2)                                    $8,515,958      $9,050,981

CASH AND CASH EQUIVALENTS (Note 1)                       78,022          63,126
                                                     ----------      ----------

      TOTAL ASSETS                                   $8,593,980      $9,114,107
                                                     ==========      ==========

LIABILITIES AND PARTNERS' EQUITY

LIABILITIES:
   Accrued fees and expenses due to partners
      (Note 4)                                       $6,799,251      $6,113,629
   Capital contributions payable (Note 3)               266,841         266,841
   Accounts payable and accrued expenses                282,687         147,262
                                                     ----------      ----------
                                                      7,348,779       6,527,732
                                                     ----------      ----------

CONTINGENCIES (Note 6)

PARTNERS' EQUITY                                      1,245,201       2,586,375
                                                     ----------      ----------

      TOTAL LIABILITIES AND PARTNERS' EQUITY         $8,593,980      $9,114,107
                                                     ==========      ==========
</TABLE>

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



                                       2
<PAGE>   17

                       NATIONAL TAX CREDIT PARTNERS, L.P.
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                            STATEMENTS OF OPERATIONS
              FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998

<TABLE>
<CAPTION>
                                        2000            1999            1998
                                    -----------     -----------     -----------
<S>                                 <C>             <C>             <C>
INTEREST AND OTHER INCOME           $     4,133     $     7,219     $    14,100
                                    -----------     -----------     -----------

OPERATING EXPENSES:
   Management fees - partners
      (Note 4)                          637,090         692,952         692,956
   Legal and accounting                 153,731          43,333         124,921
   General and administrative
      (Note 4)                          121,989          85,486          92,954
                                    -----------     -----------     -----------

      Total operating expenses          912,810         821,771         910,831
                                    -----------     -----------     -----------

LOSS FROM PARTNERSHIP OPERATIONS       (908,677)       (814,552)       (896,731)

WRITE OFF OF INVESTMENT IN
   LIMITED PARTNERSHIPS (Note 2)             --              --      (1,223,100)

DISTRIBUTIONS FROM LIMITED
   PARTNERSHIPS RECOGNIZED
   AS INCOME                            183,288         129,365         204,866

EQUITY IN LOSS OF LIMITED
   PARTNERSHIPS AND AMORTIZATION
   OF ACQUISITION COSTS (Note 2)       (615,785)     (2,435,384)     (2,082,528)
                                    -----------     -----------     -----------

NET LOSS                            $(1,341,174)    $(3,120,571)    $(3,997,493)
                                    ===========     ===========     ===========

NET LOSS PER LIMITED
   PARTNERSHIP INTEREST (Note 1)    $       (56)    $      (129)    $      (166)
                                    ===========     ===========     ===========
</TABLE>

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



                                       3
<PAGE>   18

                       NATIONAL TAX CREDIT PARTNERS, L.P.
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                   STATEMENTS OF PARTNERS' EQUITY (DEFICIENCY)
              FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998

<TABLE>
<CAPTION>
                                               Special
                                               Limited         General            Limited
                                               Partners        Partners           Partners              Total
                                               --------       ---------         ------------         -----------
<S>                                             <C>           <C>               <C>                  <C>
PARTNERS' EQUITY (DEFICIENCY),
   January 1, 1998                              $1,000        $(421,779)        $ 10,125,218         $ 9,704,439

   Net loss for 1998                                --          (39,975)          (3,957,518)         (3,997,493)
                                                ------        ---------         ------------         -----------

PARTNERS' EQUITY (DEFICIENCY),
   December 31, 1998                             1,000         (461,754)           6,167,700           5,706,946

   Net loss for 1999                                --          (31,206)          (3,089,365)         (3,120,571)
                                                ------        ---------         ------------         -----------

PARTNERS' EQUITY (DEFICIENCY),
   December 31, 1999                             1,000         (492,960)           3,078,335           2,586,375

   Net loss for 2000                                --          (13,412)          (1,327,762)         (1,341,174)
                                                ------        ---------         ------------         -----------

PARTNERS' EQUITY (DEFICIENCY),
   December 31, 2000                            $1,000        $(506,372)        $  1,750,573         $ 1,245,201
                                                ======        =========         ============         ===========

                    The accompanying notes are an integral part of these financial statements.
</TABLE>



                                       4
<PAGE>   19

                       NATIONAL TAX CREDIT PARTNERS, L.P.
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                            STATEMENTS OF CASH FLOWS
              FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998

<TABLE>
<CAPTION>

                                                                     2000              1999              1998
                                                                 -----------       -----------       -----------
<S>                                                              <C>               <C>               <C
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net  loss                                                     $(1,341,174)      $(3,120,571)      $(3,997,493)
   Adjustments to reconcile net loss to net cash
      used in operating activities:
         Equity in losses of limited partnerships
            and amortization of acquisition costs                    615,785         2,435,384         2,082,528
         Write-off of investment in limited partnership                   --                --         1,223,100
         Decrease in restricted cash                                      --                --            75,000
         Increase (decrease) in:
            Accrued fees and expenses due to partners                685,622           692,952           692,956
            Accounts payable and accrued expenses                    135,425          (100,352)           22,911
                                                                 -----------       -----------       -----------
               Net cash provided by (used in) operating
                  activities                                          95,658           (92,587)           99,002
                                                                 -----------       -----------       -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Investments in investee partnerships:
      Capital contributions to limited partnerships                 (169,082)         (120,420)         (455,569)
      Distributions recognized as a return of capital                 88,320            55,676            98,527
   Decrease in capital contributions payable                              --                --           (62,189)
                                                                 -----------       -----------       -----------

               Net cash used in investing activities                 (80,762)          (64,744)         (419,231)
                                                                 -----------       -----------       -----------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                  14,896          (157,331)         (320,229)

CASH AND CASH EQUIVALENTS, beginning of year                          63,126           220,457           540,686
                                                                 -----------       -----------       -----------

CASH AND CASH EQUIVALENTS, end of year                           $    78,022       $    63,126       $   220,457
                                                                 ===========       ===========       ===========

                    The accompanying notes are an integral part of these financial statements.
</TABLE>



                                       5
<PAGE>   20
                       NATIONAL TAX CREDIT PARTNERS, L.P.
                       (a California limited partnership)

                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2000


1.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      Organization

      National Tax Credit Partners, L.P. (the "Partnership") was formed under
      the California Revised Limited Partnership Act and organized on March 7,
      1989. The Partnership was formed to invest primarily in other limited
      partnerships which own and operate multifamily housing complexes that are
      eligible for low income housing tax credits or, in certain cases, for
      historic rehabilitation tax credits. The general partner of the
      Partnership (the "General Partner") is National Partnership Investments
      Corp., a California corporation ("NAPICO"). Casden Investment Corporation
      owns 100% of NAPICO's stock. The special limited partner of the
      Partnership (the "Special Limited Partner") is PaineWebber T.C., Inc., a
      Delaware corporation. The business of the Partnership is conducted
      primarily by NAPICO.

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

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

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

      Upon total or partial liquidation of the Partnership or the disposition or
      partial disposition of a project or project interest and distribution of
      the proceeds, the General Partner will be entitled to a property
      disposition fee as mentioned in the partnership agreement. The limited
      partners will have a priority item equal to their invested capital plus a
      10% priority return as defined in the partnership agreement. This property
      disposition fee may accrue but shall not be paid until the limited
      partners have received distributions equal to 100% of their capital
      contributions plus the 10% priority return.



                                       6
<PAGE>   21

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

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                DECEMBER 31, 2000

1.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

      Basis of Presentation

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

      Use of Estimates

      The preparation of financial statements in conformity with accounting
      principles generally accepted in the United States of America requires
      management to make estimates and assumptions that affect the reported
      amounts of assets and liabilities and disclosure of contingent assets and
      liabilities at the date of the financial statements and reported amounts
      of revenues and expenses during the reporting period. Actual results could
      differ from those estimates.

      Method of Accounting for Investments in Limited Partnerships

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

      Net Loss Per Limited Partnership Interest

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

      Cash and Cash Equivalents

      Cash and cash equivalents consist of cash and bank certificates with an
      original maturity of three months or less. The Partnership has its cash
      and cash equivalents on deposit with high quality financial institutions.

      Impairment of Long-Lived Assets

      The Partnership reviews long-lived assets to determine if there has been
      any permanent impairment whenever events or changes in circumstances
      indicate that the carrying amount of the asset may not be recoverable. If
      the sum of the expected future cash flows is less than the carrying amount
      of the assets, the Partnership recognizes an impairment loss. During 1998,
      the Partnership recognized impairment losses of approximately $1,223,000,
      related to certain of the investments in local limited partnerships.



                                       7
<PAGE>   22

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

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                DECEMBER 31, 2000

2.    INVESTMENTS IN LIMITED PARTNERSHIPS

      The Partnership holds limited partnership interests in 31 local limited
      partnerships (the "Local Partnerships"). As a limited partner of the Local
      Partnerships, the Partnership does not have authority over day-to-day
      management of the Local Partnerships or their properties (the "Apartment
      Complexes"). The general partners responsible for management of the Local
      Partnerships (the "Local Operating General Partners") are not affiliated
      with the General Partner of the Partnership, except as discussed below.

      At December 31, 2000, the Local Partnerships own residential projects
      consisting of 2,788 apartment units.

      The Partnership, as a limited partner in each Local Partnership, is
      generally entitled to 99 percent of the operating profits and losses of
      the Local Partnerships. National Tax Credit, Inc. (NTC), an affiliate of
      the General Partner, serves either as a special limited partner or
      non-managing administrative general partner in which case it receives .01
      percent of operating profits and losses of the Local Partnership, or as
      the Local Operating General Partner of the Local Partnership in which case
      it is entitled to .09 percent of operating profits and losses of the Local
      Partnership. The Partnership is also generally entitled to receive 50
      percent of the net cash flow generated by the Apartment Complexes, subject
      to repayment of any loans made to the Local Partnerships (including loans
      provided by NTC or an affiliate), repayment for funding of development
      deficit and operating deficit guarantees by the Local Operating General
      Partners or their affiliates (excluding NTC and its affiliates), and
      certain priority payments to the Local Operating General Partners other
      than NTC or its affiliates.

      The Partnership's allocable share of losses from Local Partnerships are
      recognized in the financial statements until the related investment
      account is reduced to a zero balance. Losses incurred after the investment
      account is reduced to zero are not recognized. The cumulative amount of
      the unrecognized equity in losses of unconsolidated limited partnerships
      was approximately $27,864,000 and $24,044,000 as of December 31, 2000 and
      1999, respectively.

      Distributions from the Local Partnerships are accounted for as a return of
      capital until the investment balance is reduced to zero or to a negative
      amount equal to further capital contributions required. Subsequent
      distributions received will be recognized as income.



                                       8
<PAGE>   23

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

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                DECEMBER 31, 2000

2.    INVESTMENTS IN LIMITED PARTNERSHIPS (CONTINUED)

      The following is a summary of the investments in and advances to Local
      Partnerships and reconciliation to the Local Partnerships accounts:

<TABLE>
<CAPTION>

                                                       2000            1999
                                                   -----------     ------------
<S>                                                <C>             <C>
      Investment balance, beginning of year        $ 9,050,981     $ 11,421,621
      Capital contributions to limited
         partnerships                                  169,082          120,420
      Equity in loss of limited partnerships          (544,406)      (2,075,259)
      Amortization of capitalized acquisition
         costs and fees                                (71,379)        (360,125)
      Distributions recognized as a return
         of capital                                    (88,320)         (55,676)
                                                   -----------     ------------
      Investment balance, end of year              $ 8,515,958     $  9,050,981
                                                   ===========     ============
</TABLE>

      The difference between the investment per the accompanying balance sheets
      at December 31, 2000 and 1999, and the equity per the Local Partnerships'
      combined financial statements is due primarily to cumulative unrecognized
      equity in losses of certain Local Partnerships, the Partnership's
      recording of capital contributions payable to the Local Partnerships in
      its investment balance, costs capitalized to the investment account,
      cumulative distributions recognized as income and recognition of
      impairment losses.

      Victorian Park

      Victorian Park Associates, which owns a 336-unit Apartment Complex located
      in Illinois, defaulted on its mortgage in July 1991 principally because
      the unaffiliated Local Operating General Partners failed to pay $800,000
      of real property taxes required under their guarantees. On March 25, 1992,
      the Partnership commenced litigation against the Local Operating General
      Partners to enforce its rights. On November 13, 1992 the Partnership was
      advised that a Chapter 11 petition in bankruptcy was filed by the Local
      Operating General Partners on behalf of the Local Partnership and that the
      lender, Patrician Mortgage ("Patrician"), had accelerated its mortgage. On
      January 7, 1993, the Partnership obtained an order compelling the Local
      Operating General Partners to perform under their Guarantees, which order
      was reversed by the U.S. Court of Appeals for the Seventh Circuit. The
      Local Operating General Partners' Seventh Amended Plan of Reorganization
      (the "Plan") was approved. Pursuant to the Plan, Patrician is required to
      reissue and/or reduce the principal on the first mortgage bonds and the
      Local Operating General Partners are required to (i) pay $1,000,000 cash
      to implement the Plan and (ii) pay an agreed upon monthly guarantee
      payment. No assurances can be given that the Plan will be successfully
      implemented. As of December 31, 2000 and 1999, the Partnership's carrying
      value of the investment in the Victorian Local Partnership (which
      represents approximately 5.7 percent of the Partnership's total equity
      initially invested in Local Partnerships) was zero.



                                       9
<PAGE>   24

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

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                DECEMBER 31, 2000

2.    INVESTMENTS IN LIMITED PARTNERSHIPS (CONTINUED)

      Summit I, II and III

      The general contractor for three related Local Partnerships, Summit I,
      Summit II and Summit III, initiated a lawsuit in December 1992 against the
      Local Partnerships and the Partnership seeking damages in the amount of
      approximately $600,000 allegedly due pursuant to the respective general
      contracts plus damages for alleged misrepresentations and punitive
      damages. The Partnership believes that the general contractor's claims are
      barred and/or subject to offset and it has filed responsive pleadings. The
      Partnership has not accrued any liability in the accompanying financial
      statements. The lawsuit has been dormant since 1993. Occupancy levels at
      the three related Local Partnerships, Summit I, II, and III (Wallace,
      Bergdoll, and Chandler School located in Philadelphia) were 94%, 89%, and
      80%, respectively, at December 31, 2000, and the properties have been
      operating at a deficit. The local general partner is currently attempting
      to negotiate discounted payments and/or payment plans for outstanding
      payables which, if unsuccessful, could result in foreclosure proceedings
      on all three properties. The Partnership and the Lender are currently
      engaged in settlement discussions regarding the default under the
      mortgages payable. In 1996, the aggregate carrying value of the
      investments in Summit I, Summit II and Summit III of approximately
      $2,290,000 was written off. Summits I, II and III represent 3.2%, 1.4% and
      4.6%, respectively, of NTCP's original portfolio investment.

      Glenark Landing

      Pursuant to the terms of a workout, dated January 11, 1995 (the "Workout")
      agreed upon between the parties relating to the resolution of an existing
      default under the first mortgage loan encumbering Glenark Landing, annual
      payments of $42,800 for a five year term, totaling $214,000, are due to
      the Rhode Island Housing and Mortgage Finance Corporation (the "Lender").
      The Partnership stopped making payments, and the lender issued a notice of
      default with respect to the Workout on September 24, 1999. The parties
      have agreed on a settlement to resolve the default and executed a
      settlement agreement (the "Agreement"). The Agreement provides for the
      forbearance of the aforementioned liability while admitting the Lender to
      the local partnership as the operating general partner, effective as of
      April 1, 2000, and as 95% limited partner, effective as of January 1,
      2001. The former general partner, an affiliate of NAPICO, withdrew
      completely from Glenark Landing and the Partnership retained a 5% limited
      partnership interest until January 1, 2004, at which time, all of the
      Partnership's interest will be conveyed to the Lender. The Partnership's
      investment in Glenark Landing was zero at December 31, 2000 and 1999.



                                       10
<PAGE>   25

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

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                DECEMBER 31, 2000

2.    INVESTMENTS IN LIMITED PARTNERSHIPS (CONTINUED)

      Blue Lake

      Pursuant to the terms of a loan workout, dated March 25, 1995 (the
      "Workout"), NTCP is required to contribute an additional $541,300
      ($266,841 as of December 31, 2000) to the local partnership over a ten
      year period. In exchange, the debt service on the property is payable out
      of net cash flow. No payments have been made in 2000 and 1999 under the
      Workout (see Note 3). The Partnership's investment in Blue Lake at
      December 31, 2000 and 1997 was zero.

      Rose City

      During 1997, the Oregon Housing and Community Services Department
      ("Department") inspected Rose City Village Limited Partnership's
      compliance with the low-income housing credit provisions of the Internal
      Revenue Code, and determined that the Partnership was not in compliance.
      The Department filed Form 8823, Low-Income Housing Credit Agencies Report
      of Noncompliance, with the Internal Revenue Service (the "Service"). The
      Department subsequently filed an amended Form 8823 to the Service stating
      that all noncompliance at Rose City have been corrected. The Partnership's
      investment in Rose City at December 31, 2000 was $360,604.

      Selected financial information from the combined financial statements of
      the Local Partnerships at December 31, 2000 and 1999 and for each of the
      three years in the period ended December 31, 2000 is as follows:

                                     Balance Sheets

<TABLE>
<CAPTION>
                                                          2000            1999
                                                       ---------       ---------
                                                            (in thousands)
<S>                                                    <C>             <C>
      Land and buildings, net                          $  91,472       $  95,159
                                                       =========       =========

      Total assets                                     $  97,518       $ 101,484
                                                       =========       =========

      Mortgages payable secured by real property       $  88,110       $  89,202
                                                       =========       =========

      Total liabilities                                $ 116,504       $ 115,429
                                                       =========       =========

      Deficiency of National Tax Credit
         Partners, L.P.                                $ (20,136)      $ (15,668)
                                                       =========       =========

      Equity of other partners                         $  1 ,150       $   1,723
                                                       =========       =========
</TABLE>



                                       11

<PAGE>   26
                       NATIONAL TAX CREDIT PARTNERS, L.P.
                       (a California limited partnership)

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                               DECEMBER 31, 2000

2.     INVESTMENTS IN LIMITED PARTNERSHIPS (CONTINUED)

<TABLE>
<CAPTION>
                                Statements of Operations

                                                     2000         1999            1998
                                                  ---------     ---------       --------
                                                              (in thousands)
       <S>                                        <C>            <C>            <C>
       Total revenues                             $ 18,655       $ 18,350       $ 17,699
                                                  ========       ========       ========

       Interest expense                           $  7,886       $  7,336       $  7,538
                                                  ========       ========       ========

       Depreciation                               $  4,189       $  4,230       $  4,325
                                                  ========       ========       ========

       Total expenses                             $ 22,912       $ 27,650       $ 21,408
                                                  ========       ========       ========

       Net loss                                   $ (4,257)      $ (9,300)      $ (3,710)
                                                  ========       ========       ========

       Net loss allocable to the Partnership      $ (3,993)      $ (8,830)      $ (3,374)
                                                  ========       ========       ========
</TABLE>

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

       An affiliate of the General  Partner is the Local  Operating  General
       Partner in sixteen of the Local  Partnerships  included  above,  and
       another  affiliate  receives  property management  fees of  approximately
       5 percent of gross revenues from eight of these Local Partnerships.  The
       following  sets forth the  significant  combined  data for the Local
       Partnerships  in which an  affiliate  of the  General  Partner  was the
       Local  Operating General  Partner,  reflected in the accompanying
       financial  statements using the equity method of accounting:

<TABLE>
<CAPTION>
                                               2000            1999           1998
                                             --------       ---------      ----------
                                                            (in thousands)
       <S>                                   <C>             <C>            <C>
       Total assets                           $ 42,000       $ 43,618
                                              ========        ========

       Total liabilities                      $ 48,940       $ 48,628
                                              ========       ========

       Deficiency of National Tax Credit
         Partners, L.P.                       $(10,461)      $ (8,675)
                                              ========       ========

       Equity of other partners               $  3,521       $  3,665
                                              ========       ========

       Total revenue                          $  7,728       $  7,462       $  7,328
                                              ========       ========       ========

       Net loss                               $ (1,677)      $ (1,566)      $ (2,273)
                                              ========       ========       ========
</TABLE>
<PAGE>   27
                       NATIONAL TAX CREDIT PARTNERS, L.P.
                       (a California limited partnership)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                DECEMBER 31, 2000


3.    CAPITAL CONTRIBUTIONS PAYABLE

      Pursuant to the terms of a loan workout relating to the Blue Lake Local
      Partnership, capital contributions of approximately $70,000 are due
      annually, until paid in full, for the investment in the Blue Lake Local
      Partnership. The capital contributions payable are unsecured and
      non-interest bearing. No payments have been made in 2000 and 1999 and a
      dispute has arisen as to whether the local partnership is in default under
      the workout. The parties have agreed on the terms of a settlement
      agreement (the "Agreement"). The Agreement provides for the forbearance of
      the aforementioned liability while admitting the lender or its affiliates
      to the local partnership as a 95% limited partner, effective as of date of
      execution. As of the date of this report, the agreement has not been fully
      executed. It is anticipated that the Agreement will be executed by the end
      of the second quarter 2001, at which time the remaining capital
      contribution payable will be written off. The current administrative
      general partner, an affiliate of NAPICO, will withdraw completely from
      Blue Lake and the Partnership will retain a 5% limited partnership
      interest until 2004, at which time, all of the Partnership's interests
      will be conveyed to the remaining partners.

4.    RELATED-PARTY TRANSACTIONS

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

      (a)  An annual Partnership management fee in an annual amount equal to 0.5
           percent of invested assets (as defined in the partnership agreement)
           is payable to the General Partner and Special Limited Partner.
           Partnership management fees expensed were $637,090 and $692,956 for
           2000, 1999 and 1998, respectively. At December 31, 2000 and 1999,
           $6,799,251 and $6,113,629, respectively, was due the General Partner
           and Special Limited Partner.

           As of December 31, 2000, the fees and expenses due the General
           Partner and Special Limited Partner exceeded the Partnership's cash.
           The partners, during the forthcoming year, will not demand payment of
           amounts due in excess of such cash or such that the Partnership would
           not have sufficient operating cash; however, the Partnership will
           remain liable for all such amounts.


                                       13
<PAGE>   28

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

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                                DECEMBER 31, 2000

4.    RELATED-PARTY TRANSACTIONS (CONTINUED)

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

      (c)  The Partnership reimburses certain expenses to the General Partner.
           The reimbursement due to the General Partner was $40,900 for the year
           ended December 31, 2000 and $0 for the years ended December 31, 1999
           and 1998, and is included in general and administrative expenses.

      NTC is the Local Operating General Partner in sixteen of the Partnership's
      31 Local Partnerships. In addition, NTC is either a special limited
      partner or a non-managing, administrative general partner in each Local
      Partnership.

      An affiliate of the General Partner is responsible for the on-site
      property management for eight, two and two Local Partnerships (Note 2) in
      2000, 1999 and 1998, respectively. The Local Partnerships paid the
      affiliate property management fees of $165,663, $108,654 and $59,249 in
      2000, 1999 and 1998, respectively.

5.    INCOME TAXES

      No provision has been made for income taxes in the accompanying financial
      statements since such taxes, if any, are the liability of the individual
      partners. The major differences in tax and financial statement losses
      result from the use of different bases and depreciation methods for the
      properties held by the Local Partnerships. Additional differences in tax
      and financial losses arise when financial statement losses are not
      recognized after the investment balance has been reduced to zero or to a
      negative amount equal to further capital contributions required.


                                       14
<PAGE>   29


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

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                                DECEMBER 31, 2000

6.    CONTINGENCIES

      The General Partner of the Partnership is a plaintiff in various lawsuits
      and has also been named as a defendant in other lawsuits arising from
      transactions in the ordinary course of business. In addition, the
      Partnership is involved in several suits. In the opinion of management and
      the General Partner, the claims will not result in any material liability
      to the Partnership (Note 2).

7.    FAIR VALUE OF FINANCIAL INSTRUMENTS

      Statement of Financial Accounting Standards No. 107, "Disclosure about
      Fair Value of Financial Instruments," requires disclosure of fair value
      information about financial instruments, when it is practicable to
      estimate that value. It is impracticable to estimate the fair value of the
      amounts due to partners due to their related party nature. The carrying
      amount of other assets and liabilities reported on the balance sheets that
      require such disclosure approximates fair value due to their short-term
      maturity.

8.    FOURTH-QUARTER ADJUSTMENT

      The Partnership's policy is to record its equity in the loss of limited
      partnerships on a quarterly basis using estimated financial information
      furnished by the various local operating general partners. The equity in
      loss reflected in the accompanying annual financial statements is based
      primarily upon audited financial statements of the investee limited
      partnerships. The decrease, in equity in loss of approximately $125,000,
      between the estimated nine-month equity in loss and the actual 2000 year
      end equity in loss has been recorded in the fourth quarter.

                                       15
<PAGE>   30


                   NATIONAL TAX CREDIT PARTNERS, L.P.                   SCHEDULE
                    INVESTMENTS IN LOCAL LIMITED PARTNERSHIPS
                  YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
<TABLE>
<CAPTION>
                                                  YEAR ENDED DECEMBER 31, 2000
------------------------------------------------------------------------------------------------------------------------------------
                       BALANCE                   CAPITALIZED                    EQUITY    AMORTIZATION     BALANCE        CAPITAL
  LIMITED             JANUARY 1,     CAPITAL     ACQUISITION      CASH          INCOME   OF CAPITALIZED  DECEMBER 31,  CONTRIBUTIONS
PARTNERSHIPS             2000     CONTRIBUTIONS     COSTS     DISTRIBUTIONS     (LOSS)     ACQ. COSTS        2000         PAYABLE
--------------------  ----------  -------------  -----------  -------------  ----------  --------------  ------------  -------------
<S>                   <C>         <C>            <C>          <C>            <C>         <C>             <C>            <C>
Apple Tree            $  114,203  $              $            $              $ (19,946)  $     (1,418)   $     92,839  $
Blue Lake                     --                                                                   --              --      266,841
ComFed                        --                                                                   --              --
Concept I & II                --     28,000                                    (28,000)            --              --
Countryview Columbus          --                                                                   --              --
Dickens                       --                                                                   --              --
Dynes Village                 --    102,165                                   (102,165)            --              --
Genoa Plaza               80,026        650                          (5,896)   (42,079)          (529)         32,172
Glenark                       --     38,045                                    (38,045)            --              --
Grand Meadows            687,124                                              (102,875)        (3,812)        580,437
Grinnell Park             96,098      1,800                          (1,518)   (16,057)          (215)         80,108
Hickory Green            261,372     53,032                                   (106,036)        (5,279)        203,089
Holden Village                --     73,350                                    (73,350)                            --
Kimberly Court            48,388                                               (29,833)        (1,663)         16,892
The Meadows                   --     18,000                                    (18,000)            --              --
Mountain View I          807,178    (32,500)                                    35,956         (7,990)        802,644
Mountain View II       1,075,575    (53,449)                        (41,051)    40,129         (7,990)      1,013,214
Newbury Place          1,826,352   (101,000)                        (11,568)     8,178        (14,698)      1,707,264
North Liberty Park            --      1,800                                     (1,800)                            --
Paris Hotel                   --                                                                                   --
Rolling Hills                 --                                                                                   --
Rose City                271,115                                     (1,000)    94,430         (3,941)        360,604
Summit I                      --      2,123                                     (2,123)                            --
Summit II                     --      2,255                                     (2,255)                            --
Summit III                    --      5,805                                     (5,805)                            --
Torres de Plata I             --                                                                                   --
Terrace Gardens        1,598,339                                    (11,454)   (57,010)       (13,253)      1,516,622
Ticino                        --     26,506                                    (26,506)                            --
Tyrone Elderly         1,004,763      2,500                         (15,833)    11,614         (5,188)        997,856
Victorian Park                --                                                                                   --
Vinton Park School     1,180,448                                               (62,828)        (5,403)      1,112,217
                      ----------  ---------      -----------  -------------  ----------  --------------    ----------  -----------

                      $9,050,981  $ 169,082      $        --  $     (88,320) $(544,406)  $    (71,379)     $8,515,958  $   266,841
                      ==========  =========      ===========  =============  ==========  ==============    ==========  ===========
</TABLE>


<PAGE>   31

                      NATIONAL TAX CREDIT PARTNERS, L.P.                SCHEDULE
                    INVESTMENTS IN LOCAL LIMITED PARTNERSHIPS        (Continued)
                  YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998

<TABLE>
<CAPTION>
                                                  YEAR ENDED DECEMBER 31, 1999
------------------------------------------------------------------------------------------------------------------------------------
                       BALANCE                    CAPITALIZED                   EQUITY    AMORTIZATION     BALANCE        CAPITAL
  LIMITED             JANUARY 1,      CAPITAL     ACQUISITION      CASH         INCOME   OF CAPITALIZED  DECEMBER 31,  CONTRIBUTIONS
PARTNERSHIPS             1999      CONTRIBUTIONS     COSTS     DISTRIBUTIONS    (LOSS)     ACQ. COSTS        1999         PAYABLE
--------------------  -----------  -------------  -----------  ------------- ----------- --------------  ------------ -------------
<S>                   <C>          <C>            <C>          <C>           <C>          <C>            <C>           <C>
Apple Tree            $   142,544   $             $            $    (1,900)  $   (25,023) $     (1,418)   $  114,203   $
Blue Lake                      --                                                     --            --            --      266,841
ComFed                         --                                                     --            --            --
Concept I & II                 --         15,000                                 (15,000)           --            --
Countryview Columbus    1,237,019             --                                (948,273)     (288,746)           --
Dickens                        --                                                     --            --            --
Dynes Village                  --         31,000                                 (31,000)           --            --
Genoa Plaza                98,843            480                                 (18,768)         (529)       80,026
Glenark                        --         89,000                                 (89,000)           --            --
Grand Meadows             806,657                                               (115,721)       (3,812)      687,124
Grinnell Park             105,688                                   (1,518)       (7,857)         (215)       96,098
Hickory Green             344,932                                                (78,281)       (5,279)      261,372
Holden Village                 --         45,954                                 (45,954)                         --
Kimberly Court             75,800                                                (25,749)       (1,663)       48,388
The Meadows                    --          8,153                                  (8,153)           --            --
Mountain View I           887,560                                                (72,392)       (7,990)      807,178
Mountain View II        1,223,306        (50,000)                                (89,741)       (7,990)    1,075,575
Newbury Place           2,016,514                                               (175,464)      (14,698)    1,826,352
North Liberty Park             --                                                                                 --
Paris Hotel                    --                                                                                 --
Rolling Hills                  --                                                                                 --
Rose City                 532,337                                   (1,000)     (256,281)       (3,941)      271,115
Summit I                       --         (6,389)                                  6,389                          --
Summit II                      --         (6,389)                                  6,389                          --
Summit III                     --         (6,389)                                  6,389                          --
Torres de Plata I              --                                                                                 --
Terrace Gardens         1,746,196                                  (35,000)      (99,604)      (13,253)    1,598,339
Ticino                         --                                                                                 --
Tyrone Elderly            973,913                                  (16,258)       52,296        (5,188)    1,004,763
Victorian Park                 --                                                                                 --
Vinton Park School      1,230,312                                                (44,461)       (5,403)    1,180,448
                      -----------  -------------  -----------  ------------- -----------  -------------   -----------  ----------

                      $11,421,621  $     120,420  $        --  $   (55,676)  $(2,075,259) $   (360,125)   $9,050,981   $  266,841
                      ===========  =============  ===========  ============= ===========  =============   ==========   ==========
</TABLE>

<PAGE>   32


                   NATIONAL TAX CREDIT PARTNERS, L.P.                   SCHEDULE
              INVESTMENTS IN LOCAL LIMITED PARTNERSHIPS              (Continued)
                  YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
<TABLE>
<CAPTION>
                                                  YEAR ENDED DECEMBER 31, 1998
------------------------------------------------------------------------------------------------------------------------------------
                       BALANCE                   CAPITALIZED                   EQUITY    AMORTIZATION     BALANCE        CAPITAL
  LIMITED             JANUARY 1,      CAPITAL    ACQUISITION      CASH         INCOME   OF CAPITALIZED  DECEMBER 31,  CONTRIBUTIONS
PARTNERSHIPS             1998      CONTRIBUTIONS    COSTS     DISTRIBUTIONS    (LOSS)     ACQ. COSTS        1998         PAYABLE
--------------------  -----------  ------------- -----------  -------------  ---------- --------------  ------------  -------------
<S>                   <C>          <C>           <C>          <C>            <C>          <C>            <C>            <C>
Apple Tree            $   157,169  $             $            $     (1,900) $   (11,307)  $     (1,418)  $   142,544    $
Blue Lake                      --                                                    --             --            --       266,841
ComFed                         --                                                    --             --            --
Concept I & II            131,929        75,000                                (200,611)        (6,318)           --
Countryview Columbus    1,466,729       (76,827)                               (139,876)       (13,007)    1,237,019
Dickens                        --                                                    --             --            --
Dynes Village                  --            --                                      --             --            --
Genoa Plaza               131,364                                   (5,691)     (26,302)          (529)       98,842
Glenark                        --        28,874                                 (28,874)            --            --
Grand Meadows             899,405                                               (88,936)        (3,812)      806,657
Grinnell Park             111,783                                                (5,880)          (215)      105,688
Hickory Green             394,244                                               (44,033)        (5,279)      344,932
Holden Village            809,801       104,651                                (906,855)        (7,597)           --
Kimberly Court            126,411                                               (48,948)        (1,663)       75,800
The Meadows                    --                                                                   --            --
Mountain View I           966,090                                               (70,540)        (7,990)      887,560
Mountain View II        1,308,716                                               (77,420)        (7,990)    1,223,306
Newbury Place           2,119,337                                               (88,125)       (14,698)    2,016,514
North Liberty Park         10,105                                                (9,188)          (917)           --
Paris Hotel               303,152                                              (300,318)        (2,834)           --
Rolling Hills             116,938                                  (49,445)     (58,692)        (8,800)           --
Rose City                 685,558                                   (1,000)    (148,280)        (3,941)      532,337
Summit I                       --                                                                                 --
Summit II                      --                                                                                 --
Summit III                     --                                                                                 --
Torres de Plata I          45,328                                   (6,450)     (18,479)       (20,399)           --
Terrace Gardens         1,855,253                                  (17,708)     (78,096)       (13,253)    1,746,196
Ticino                    496,516       323,871                                (815,381)        (5,006)           --
Tyrone Elderly            969,112                                  (16,333)      26,322         (5,188)      973,913
Victorian Park                 --                                                                                 --
Vinton Park School      1,265,267                                               (29,552)        (5,403)    1,230,312
                      -----------  ------------  -----------  ------------- -----------   ------------   -------------- ----------

                      $14,370,207  $    455,569  $        --  $    (98,527) $(3,169,371)  $   (136,257)  $11,421,621    $  266,841
                      ===========  ============  ===========  ============= ===========   ============   ============== ==========
</TABLE>


<PAGE>   33



                                                                        SCHEDULE

                                                                     (CONTINUED)

                       NATIONAL TAX CREDIT PARTNERS, L.P.
                    INVESTMENTS IN LOCAL LIMITED PARTNERSHIPS
                  YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998

NOTES:     1.    Equity in losses represents the Partnership's allocable
                 share of the net loss from the Local Partnerships for the year.
                 Equity in losses of the Local Partnerships will be recognized
                 until the investment balance is reduced to zero or a negative
                 balance equal to further commitments by the Partnership.

           2.    Cash distributions from the Local Partnerships are treated as a
                 return of the investment and reduce the investment balance
                 until such time as the investment is reduced to zero or a
                 negative balance equal to further commitments by the
                 Partnership. Distributions subsequently received will be
                 recognized as income.


<PAGE>   34


                       NATIONAL TAX CREDIT PARTNERS, L.P.
                    REAL ESTATE AND ACCUMULATED DEPRECIATION
           OF PROPERTY HELD BY LOCAL LIMITED PARTNERSHIPS           SCHEDULE III
                          IN WHICH NTCP HAS INVESTMENTS
                                DECEMBER 31, 2000


<TABLE>
<CAPTION>
                                                                               Buildings, Furnishings
                                                                                    and Equipment           Total
                                           Number   Outstanding                   Amount Carried      Land, Buildings
                                             of      Mortgage                       at Close of       Furnishings and   Accumulated
Partnership/Location                       Units       Loan           Land            Period             Equipment     Depreciation
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>    <C>            <C>              <C>                <C>              <C>

Apple Tree Associates                        24    $   886,034    $    74,000      $ 1,241,148        $  1,315,148     $   351,013
  Brigham City, UT
Art Museum - Summit I (Wallace)              17      1,595,160              0                0                  --               0
  Philadelphia, PA
Art Museum - Summit II (Bergdoll)             9         50,328              0                0                  --               0
  Philadelphia, PA
Art Museum - Summit III (Chandler)           25      2,391,333              0                0                  --               0
  Philadelphia, PA
Blue Lake                                   106      4,750,000        335,000        2,821,992           3,156,992       1,992,088
  Miami, FL
ComFed Qualified Housing Limited            116      2,508,496        385,467        4,219,956           4,605,423       1,855,442
  Partnership III
  Omaha, NE

Concept I & II Limited Partnerships          40        855,863        131,600        2,440,871           2,572,471         791,051
  Cleveland, OH
Countryview Columbus Limited                152      3,646,577        320,000        7,290,177           7,610,177       1,960,249
  Canal Winchester, OH
Dickens Associates II                        34      1,245,395        105,000        2,303,395           2,408,395         663,167
  Chicago, IL
Dynes Village Associates Limited             42        755,000         65,000        1,080,420           1,145,420         202,063
  Cleveland, OH
Genoa Plaza Limited Partnership              48      1,321,742         98,024        1,701,319           1,799,343         519,343
  Genoa City, WI
Glenark Associates Limited                   67      2,816,233         45,525        4,195,223           4,240,748         578,522
  Woonsocket, RI
Grand Meadows II Limited                     64      1,878,521        112,000        3,476,179           3,588,179       1,031,154
  Grand Blanc, MI
Grinnell Park Limited                        24        597,735         48,400          804,472             852,872         245,437
  Grinnell, PA
Hickory Green Limited Partnership            59      1,350,366        215,000        2,703,386           2,918,386       1,004,236
  Westland, MI
Holden Village Limited Partnership           96      2,536,690        280,000        4,179,848           4,459,848       1,563,481
  West Seattle, WA
Kimberly Court                               24      1,471,949        233,900        1,739,677           1,973,577         537,006
  Seward, AK
The Meadows Limited Partnership             114      2,005,337        123,900        1,969,205           2,093,105         296,547
  Ypsilanti, MI
Mountain View Limited  I                    120      2,631,370        685,819        4,181,840           4,867,659       1,238,824
  Lawrence, MA
Mountain View Limited  II                   159      3,859,553        866,212        5,191,215           6,057,427       1,535,930
  Lawrence, MA
Newbury Limited Partnership                 164      3,579,061        739,882        8,018,575           8,758,457       2,293,263
  Oak Creek, WI
North Liberty Park Limited                   24        597,309         47,811          735,190             783,001         258,692
</TABLE>
<PAGE>   35
<TABLE>
<CAPTION>
                                                                               Buildings, Furnishings
                                                                                    and Equipment           Total
                                           Number   Outstanding                   Amount Carried      Land, Buildings
                                             of      Mortgage                       at Close of       Furnishings and   Accumulated
Partnership/Location                       Units       Loan           Land            Period             Equipment     Depreciation
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>    <C>            <C>              <C>                <C>              <C>


  North Liberty, IA
Paris Hotel Limited Partnership              17        975,483        179,160        1,675,053           1,854,213         464,858
  Denver, CO
Rolling Hills Apts. Limited                 232      4,742,380        800,000       11,690,945          12,490,945       3,546,534
  Santoga, PA
Rose City                                   264      8,593,629        463,955        9,982,234          10,446,189       3,518,657
  Portland, OR
Terrace Gardens Limited Partnership         150      4,801,630      1,522,369        8,109,938           9,632,307       3,501,053
  Lemon Grove, CA
Ticino Apts. Limited Partnership             45      1,160,671        101,066        2,129,970           2,231,036         612,364
  Seattle, WA
Torres de Plata I                            72      3,001,631        161,280        3,737,786           3,899,066       1,238,300
  Toa Alta, PR
Tyrone Elderly Limited Partnership          100      2,880,379        100,000        4,872,174           4,972,174       1,406,944
  Tyrone, PA
Victorian Park                              336     17,963,006      1,737,727       18,118,263          19,855,990       8,179,522
  Streamwood, IL
Vinton/Park School Apts. Limited             44        661,219        145,500        2,738,095           2,883,595         614,761
  Omaha, NE


                                          ----------------------------------------------------------------------------------------

TOTAL                                     2,788   $ 88,110,080    $10,123,597    $ 123,348,546        $133,472,143     $42,000,501
                                          ========================================================================================
</TABLE>


<PAGE>   36

                                                                    SCHEDULE III
                                                                    (CONTINUED)

              REAL ESTATE AND ACCUMULATED DEPRECIATION OF PROPERTY
                           HELD BY LOCAL PARTNERSHIPS
                          IN WHICH NTCP HAS INVESTMENTS
                                DECEMBER 31, 2000

NOTES:     1.     Each Local Partnership has developed and now owns and operates
                  an Apartment Complex. Substantially all project costs,
                  including construction period interest expense, were
                  capitalized by the Local Partnerships.

           2.     Depreciation is provided for by various methods over the
                  estimated useful lives of the Apartment Complexes. The
                  estimated composite useful lives of the buildings are
                  generally from 25 to 40 years.

           3.     Investments in property and equipment:

<TABLE>
                                                    Buildings,
                                                 Furnishings and
                                    Land            Equipment            Total
                                 -----------     ---------------     ------------
<S>                              <C>             <C>                 <C>
Balance, January 1, 1998          $10,123,597      $124,609,851       $134,733,448

Net addition during the year               --         1,716,284          1,716,284
                                  -----------      ------------       ------------

Balance, December 31, 1998         10,123,597       126,326,135        136,449,732

Net addition during the year               --        (3,287,125)        (3,287,125)
                                  -----------      ------------       ------------

Balance, December 31, 1999         10,123,597       123,039,010        133,162,607

Net addition during the year               --           309,536            309,536
                                  -----------      ------------       ------------

Balance, December 31, 2000        $10,123,597      $123,348,546       $133,472,143
                                  ===========      ============       ============
</TABLE>

<PAGE>   37

                                                                    SCHEDULE III
                                                                     (CONTINUED)

                       NATIONAL TAX CREDIT PARTNERS, L.P.
              REAL ESTATE AND ACCUMULATED DEPRECIATION OF PROPERTY
                           HELD BY LOCAL PARTNERSHIPS
                          IN WHICH NTCP HAS INVESTMENTS
                                DECEMBER 31, 2000

<TABLE>

                                     Buildings,
                                  Furnishings and
Accumulated Depreciation:            Equipment
-------------------------         ---------------
<S>                               <C>
Balance, January 1, 1998           $31,739,504

Net additions during the year        5,211,767
                                   -----------

Balance, December 31, 1998          36,951,271

Net additions during the year        1,052,807
                                   -----------

Balance, December 31, 1999          38,004,078

Net additions during the year        3,996,423
                                   -----------

Balance, December 31, 2000         $42,000,501
                                   ===========
</TABLE>

<PAGE>   38


PART III.

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT:

NATIONAL TAX CREDIT PARTNERS, L.P. (the "Partnership") has no directors or
executive officers of its own.

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

CHARLES H. BOXENBAUM, 71, Chairman of the Board of Directors and Chief Executive
Officer of NAPICO.

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

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

BRUCE E. NELSON, 49, President, Chief Operating Officer and a director of
NAPICO.

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

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

ALAN I. CASDEN, 55, Chairman of the Board of Directors and Chief Executive
Officer of Casden Properties Inc., a director and member of the audit committee
of NAPICO, and chairman of the Executive Committee of NAPICO.

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


<PAGE>   39

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

BRIAN H. SHUMAN, 38, Vice President and Chief Financial Officer.

Mr. Shuman joined NAPICO in 2000, and is responsible for the financial affairs
of NAPICO, as well as the limited partnerships sponsored by it. From 1996 until
joining NAPICO in August 2000, Mr. Shuman was Vice President - Finance for
Preferred Health Management Inc., the largest provider of worker compensation
diagnostic imaging services in California formed in 1996, and was responsible
for establishing and managing the accounting, billing, collection , treasury and
financial reporting departments. From 1994 to 1996, he was the Controller for
DVI Business Credit Corporation, which provides asset based lending to a wide
range of health concerns. From 1985 to 1994, Mr. Shuman served in senior
management positions, as a director or manager of finance, a portfolio tax
analyst, and a senior accountant/tax consultant. He holds a Bachelor of Arts
degree in economics and accounting from the University of Maryland. Mr. Shuman
is a Certified Public Accountant and is a member of American Institute of
Certified Public Accountants and the California Society of Public Accountants.

PATRICIA W. TOY, 71, Senior Vice President - Communications and Assistant
Secretary.

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

JEFFREY H. SUSSMAN, 34, Senior Vice President, General Counsel and Secretary.

Mr. Sussman joined NAPICO in 1998, and is responsible for the legal affairs of
NAPICO and its affiliates. He is also the President of NPEI and a member of the
preliminary investment committee. Prior to joining NAPICO in April 1998, Mr.
Sussman was an associate with the law firm of Rus, Miliband, Williams & Smith in
Irvine, California. His practice emphasized real estate finance and insolvency
law and included the representation of borrowers, lenders, and court-appointed
trustees in matters involving apartment complexes, retail centers and hotels.
Mr. Sussman received a Bachelor of Arts degree from the University of
California, Berkeley and Juris Doctor and Master in Business Administration
degrees from the University of Southern California. He is a member of the State
Bar of California, and holds Series 22, 39 and 63 licenses issued by the
National Association of Securities Dealers, Inc.

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


<PAGE>   40

ITEM 11. MANAGEMENT REMUNERATION AND TRANSACTIONS:

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

(a)   An annual partnership management fee in an amount equal to 0.5 percent of
      invested assets (as defined) is payable to the General Partner and Special
      Limited Partner. The management fee was $637,090, $692,956 and $692,956
      for the years ended December 31, 2000, 1999 and 1999, respectively.

(b)   A property disposition fee is payable to the General Partner in an amount
      equal to the lesser of (i) one-half of the competitive real estate
      commission that would have been charged by unaffiliated third parties
      providing comparable services in the area where the Apartment Complex is
      located, or (ii) 3 percent of the sale price received in connection with
      the sale or disposition of the Apartment Complex or Local Partnership
      Interest, but in no event will the Property Disposition Fee and all
      amounts payable to unaffiliated real estate brokers in connection with any
      such sale exceed in the aggregate the lesser of the competitive rate (as
      described above) or 6 percent of such sale price. Receipt of the Property
      Disposition Fee will be subordinated to the distribution of Sale or
      Refinancing Proceeds by the Partnership until the Limited Partners have
      received distributions of Sale or Refinancing Proceeds in an aggregate
      amount equal to (i) their 10 percent Priority Return for any year not
      theretofore satisfied and (ii) an amount equal to the aggregate adjusted
      investment (as defined) of the limited partners. No disposition fees have
      been paid.

(c)   The Partnership reimburses certain expenses to the General Partner. The
      reimbursement due to the General Partner was $40,900 for the year ended
      December 31, 2000 and $0 for the years ended December 31, 1999 and 1998.

(d)   An affiliate of the General Partner is responsible for the on-site
      property management for eight, two and two Local Partnerships in 2000,
      1999 and 1998, respectively. The Local Partnerships paid the affiliate
      property management fees of $165,663, $108,654 and $59,249 in 2000, 1999
      and 1998, respectively.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT:

(a)   Security Ownership of Certain Beneficial Owners

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

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

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS:

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


<PAGE>   41

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

REPORTS OF INDEPENDENT PUBLIC ACCOUNTANTS.

FINANCIAL STATEMENTS

Report of Independent Public Accountants.

Balance Sheets as of December 31, 2000 and 1999.

Statements of Operations for the years ended December 31, 2000, 1999 and 1998.

Statements of Partners' Equity (Deficiency) for the years ended December 31,
2000, 1999 and 1998.

Statements of Cash Flows for the years ended December 31, 2000, 1999 and 1998.

Notes to Financial Statements.

FINANCIAL STATEMENT SCHEDULES APPLICABLE TO NATIONAL TAX CREDIT PARTNERS, L.P.
AND THE LIMITED PARTNERSHIPS IN WHICH NATIONAL TAX CREDIT PARTNERS, L.P. HAS
INVESTMENTS

Schedule - Investments in Local Limited Partnerships, December 31, 2000, 1999
and 1998.

Schedule III - Real Estate and Accumulated Depreciation, December 31, 2000.

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

EXHIBITS

(3)   Articles of incorporation and bylaws: The registrant is not incorporated.
      The Partnership Agreement was filed with Form S-11 Registration #33-27658
      incorporated herein by reference.

(10)  Material contracts: The registrant is not party to any material contracts,
      other than the Restated Certificate and Agreement of Limited Partnership
      dated March 7, 1989 previously filed and which is hereby incorporated by
      reference.

REPORTS ON FORM 8-K

No reports on Form 8-K were filed during the year ended December 31, 2000.


<PAGE>   42


                                   SIGNATURES

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

NATIONAL TAX CREDIT PARTNERS, L.P.

By:            NATIONAL PARTNERSHIP INVESTMENTS CORP.
               General Partner


/s/ CHARLES H. BOXENBAUM
-------------------------------------
Charles H. Boxenbaum
Chairman of the Board of Directors
and Chief Executive Officer


/s/ BRUCE E. NELSON
-------------------------------------
Bruce E. Nelson
Director and President


/s/ ALAN I. CASDEN
-------------------------------------
Alan I. Casden
Director


/s/ BRIAN H. SHUMAN
-------------------------------------
Brian H. Shuman
Chief Financial Officer