SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   Form 10-KSB
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
    OF 1934


                    For the fiscal year ended December 31, 2002

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


                For the transition period from _________to _________

                         Commission file number 0-13808

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

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

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

                    Issuer's telephone number (864) 239-1000

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

                                      None

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

                            Limited Partnership Units
                                (Title of class)

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

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

State issuer's revenues for its most recent fiscal year.  $12,000

State the aggregate  market value of the voting  partnership  interests  held by
non-affiliates  computed  by  reference  to the price at which  the  partnership
interests  were sold,  or the average bid and asked  prices of such  partnership
interests as of December 31, 2002. No market exists for the limited  partnership
interests of the Registrant,  and,  therefore,  no aggregate market value can be
determined.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      NONE

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

                                     PART I

ITEM 1.  Description of Business

National Tax Credit Partners,  L.P. ("NTCP" or the  "Partnership")  is a limited
partnership  formed under the laws of the State of  California on March 7, 1989.
The  Partnership  was formed to invest  primarily in other limited  partnerships
(the "Local  Partnerships")  which own or lease and operate  multifamily housing
complexes that are eligible for low-income  housing tax credits,  or in certain,
cases, historic rehabilitation tax credits ("Tax Credits").  The general partner
of the Partnership (the "General  Partner") is National  Partnership  Investment
Corp. ("NAPICO"),  a California corporation.  The special limited partner of the
Partnership  (the "Special  Limited  Partner") is  PaineWebber  T.C., 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
Partnership  shall  continue in full force and effect  until  December 31, 2029,
unless terminated prior to that, pursuant to the partnership agreement or law.

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

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

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

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

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

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

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

During  2002,  all of  projects  in which  the  Partnership  had  invested  were
substantially  rented. The following is a schedule of the occupancy status as of
December  31,  2002  and  2001,  of  the  Apartment  Complexes  owned  by  Local
Partnerships in which NTCP is a limited partner.

                    SCHEDULE OF PROJECTS OWNED BY LOCAL PARTNERSHIPS
                         IN WHICH NTCP HAS AN INVESTMENT
                                DECEMBER 31, 2002

<TABLE>
<CAPTION>

                                              Units
                                          Amortized For  Percentage of   Percentage of
                                              Rental      Total Units     Total Units
                                No. of  Assistance Under   Occupied       Occupied
     Name and Location          Units       Section 8         2002           2001

Apple Tree
<S>                               <C>                         <C>             <C>
Brigham City, UT                  24            --            93%             92%

Blue Lake
Miami, FL                        106            --            81%             71%

ComFed Qualified
Omaha, NE                        116            --            95%             91%

Countryview/Columbus
Canal Winchester, OH             152            --            80%             88%

Dickens
Chicago, IL                       34            34            95%             94%

Genoa Plaza
Genoa City, WI                    48            --            88%             94%

Glenark
Woonsocket, RI                    67            --            96%             88%

Grand Meadows
Grand Blanc, MI                   64            --            87%             91%

Grinnell Park
Grinnell, IA                      24            24            97%             92%

Kimberly Court
Seward, AK                        24            --            98%             88%
</TABLE>




                    SCHEDULE OF PROJECTS OWNED BY LOCAL PARTNERSHIPS
                       IN WHICH NTCP HAS AN INVESTMENT (Continued)
                                DECEMBER 31, 2002

<TABLE>
<CAPTION>

                                             Units
                                         Amortized For   Percentage of   Percentage of
                                             Rental       Total Units     Total Units
                              No. of    Assistance Under   Occupied         Occupied
    Name and Location          Units       Section 8         2002            2001


Mountain View - I
<S>                             <C>                           <C>             <C>
Sante Fe, NM                    120             --            92%             94%

Mountain View - II
Sante Fe, NM                    159             28            90%             96%

North Liberty
North Liberty, IA                24             24            95%             92%

Paris Hotel
Denver, CO                       17             --            85%             88%

Rolling Hills
Santoga, PA                      232           232            99%             98%

Rose City
Portland, OR                     264            --            93%             99%

Summit I - Wallace
Philadelphia, PA                  17            --            96%            100%

Summit II - Bergdoll
Philadelphia, PA                   9            --           100%            100%

Summit III - Chandler
Philadelphia, PA                  25            --            94%             84%

Terrace Gardens
Lemon Grove, CA                  150            --            96%             99%

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

Tyrone Elderly
Tyrone, PA                       100           100            95%             97%

Victorian Park
Streamwood,IL                    336            --            90%             86%

Vinton/Park School
Omaha, NE                         44            --            72%             84%

TOTAL                          2,228           442
</TABLE>

Ownership Percentages

The following table details the Partnership  ownership  percentages of the Local
Partnerships  and the cost of acquisition of such  ownership.  All interests are
limited partners  interest.  Also included is the total mortgage  encumbrance on
each property for each of the Local Partnerships as of December 31, 2002.

<TABLE>
<CAPTION>

                                                                        Original
                                                                         Cost of
                                             NTCP Percentage    Ownership    Mortgage
Partnership Name                                Interest         Interest      Notes
                                                              (in thousands)
<S>                                                <C>        <C>            <C>
Apple Tree                                         99%        $    224       $    880
Blue Lake                                          99%           1,110          4,750
ComFed Qualified                                  2.5%           1,433          2,445
Countryview/Columbus                                5%           3,110          3,379
Dickens                                            99%             554          1,236
Genoa Plaza                                        99%             362          1,314
Glenark                                            99%           3,200          2,816
Grand Meadows                                    98.90%          1,585          1,842
Grinnell Park                                      99%             192            589
Kimberly Court                                     99%             323          1,462
Mountain View-I                                  18.99%          1,655          3,037
Mountain View-II                                 18.99%          2,192          4,026
North Liberty                                      99%             144            592
Paris Hotel                                        99%             358            656
Rolling Hills                                      99%             185          4,480
Rose City                                          69%           1,250          8,131
Summit I                                           99%           1,550          1,595
Summit II                                          99%             603             50
Summit III                                         99%           1,985          2,391
Terrace Gardens                                    99%           3,425          6,956
Torres de Plata I                                  --              620          2,983
Tyrone Elderly                                     99%             850          2,696
Victorian Park                                     99%           2,550         17,683
Vinton/Park School                                 99%           1,147            644
Total - December 31, 2002                                      $30,607        $76,633
</TABLE>

ITEM 2.    Description of Properties

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

ITEM 3.    Legal Proceedings

On August 27, 1998, two investors holding an aggregate of eight units of limited
partnership  interests  in Real Estate  Associates  Limited  III (an  affiliated
partnership in which NAPICO is the corporate  general partner) and two investors
holding an  aggregate  of five units of limited  partnership  interests  in Real
Estate Associates Limited VI (another affiliated  partnership in which NAPICO is
the corporate general partner) commenced an action in the United States District
Court for the Central District of California against the Partnership, NAPICO and
certain other  defendants.  The complaint  alleged that the defendants  breached
their  fiduciary  duty  to  the  limited  partners  of  certain  NAPICO  managed
partnerships  and  violated  securities  laws by  making  materially  false  and
misleading statements in the consent solicitation statements sent to the limited
partners  of  such  partnerships   relating  to  approval  of  the  transfer  of
partnership interests in limited partnerships, owning certain of the properties,
to affiliates of Casden  Properties  Inc.,  organized by an affiliate of NAPICO.
The plaintiffs  sought  equitable  relief,  as well as compensatory  damages and
litigation  related costs.  On August 4, 1999, one investor  holding one unit of
limited  partnership  interest in Housing Programs  Limited (another  affiliated
partnership  in which  NAPICO is the  corporate  general  partner)  commenced  a
virtually  identical  action in the United States District Court for the Central
District  of  California  against  the  Partnership,  NAPICO and  certain  other
entities.  The second action was subsumed in the first action, and was certified
as a  class  action.  On  August  21,  2001,  plaintiffs  filed  a  supplemental
complaint,  which added new claims,  including a  rescission  of the transfer of
partnership interests and an accounting.

In November 2002, the jury returned  special verdicts against NAPICO and certain
other defendants in the amount of approximately  $25.2 million for violations of
securities laws and against NAPICO for approximately  $67.3 million for breaches
of fiduciary duty. In addition, the jury awarded the plaintiffs punitive damages
against  NAPICO of  approximately  $92.5  million.  On April 29, 2003, the Court
entered  judgment  against NAPICO and certain other  defendants in the amount of
$25.2 million for  violations of  securities  laws and against  NAPICO for $67.3
million for breaches of  fiduciary  duty,  both  amounts plus  interest of $25.6
million, and for punitive damages against NAPICO in the amount of $2.6 million.

On May 30, 2003,  NAPICO and certain other defendants  entered into a memorandum
of  understanding  with the plaintiff  class and their  counsel  relating to the
settlement of the litigation.

On August 11,  2003,  NAPICO  entered  into a  Stipulation  of  Settlement  (the
"Stipulation of Settlement")  with the plaintiff  class (the  "Plaintiffs")  and
their counsel  relating to the settlement of the litigation.  The Stipulation of
Settlement remains subject to the preliminary and final approval of the court as
well  as the  approval  of  the  Plaintiffs.  Pursuant  to  the  Stipulation  of
Settlement,  within two days after receiving the court's preliminary approval of
the proposed settlement,  Alan I. Casden, on behalf of himself, NAPICO and other
defendants in the litigation,  is responsible for depositing $29 million into an
escrow  account for the benefit of the  Plaintiffs.  Upon final court  approval,
approval  by the  Plaintiffs  and the  lapse of any  time to  appeal  the  court
approval of the settlement, the following shall occur:

1.    Alan I. Casden,  on behalf of himself,  NAPICO and other defendants in the
      litigation,  will transfer to an agent for the Plaintiffs shares of common
      stock  ("Class A Common  Stock") of AIMCO owned by certain  affiliates  of
      Alan I. Casden with an aggregate  market value of $19 million,  subject to
      certain transfer restrictions,  or at Alan I. Casden's option, $19 million
      in cash.

2.    NAPICO will issue an aggregate of $35 million in promissory  notes for the
      benefit of the  Plaintiffs.  An aggregate of $7 million of notes are to be
      repaid each year. The notes will bear interest  based on applicable  rates
      of  U.S.  Treasury  bills  with  similar  maturities.  The  notes  will be
      guaranteed by AIMCO Properties, L.P., an affiliate of AIMCO.

3.    The parties to the  Stipulation of Settlement  will release each other and
      related parties from any and all claims associated with the litigation and
      the Plaintiffs'  investment in the  partnerships  that were the subject of
      the litigation.

4.    The $29 million in the escrow  account  established by Alan I. Casden will
      be released to the Plaintiffs.

Pursuant to the Stipulation of Settlement, upon final approval of the settlement
by the court,  the parties shall jointly  request that a new judgment be entered
in the litigation that will, among other things, expunge the judgment originally
entered against NAPICO and the other defendants on April 29, 2003.

On August 12, 2003, in connection with the proposed  settlement  pursuant to the
Stipulation of Settlement, NAPICO and AIMCO executed a Settlement Agreement (the
"Settlement  Agreement") with the prior  shareholders of Casden  Properties Inc.
The principal terms of the Settlement Agreement include:

1.    That NAPICO will  voluntarily  discontinue  the action it commenced on May
      13, 2003 against the former  shareholders  of Casden  Properties  Inc. and
      other  indemnitors in AIMCO's March 2002 acquisition of Casden  Properties
      Inc. (the "Casden Merger").

2.    That Alan I. Casden and certain  related  entities  will  resolve  certain
      pending  claims  for  indemnification  made by  NAPICO,  AIMCO  and  their
      affiliates. These claims include indemnification related to the litigation
      and certain other matters in connection with the Casden Merger.

3.   AIMCO,  or an  affiliate,  will deposit $25 million of the $29 million that
     Alan I. Casden is responsible  for  depositing  into the escrow account for
     the benefit of the Plaintiffs  pursuant to the terms of the  Stipulation of
     Settlement.  In connection  with this deposit by AIMCO,  The Casden Company
     will transfer to AIMCO  531,915  shares of AIMCO Class A Common Stock owned
     by The Casden Company, which shares are to be held in escrow by AIMCO until
     final  approval  of the  Stipulation  of  Settlement  by the  court and the
     Plaintiffs.  Upon such approval, AIMCO will become the owner of the 531,915
     shares.  If final approval by the court and the Plaintiffs is not obtained,
     the $25 million deposited by AIMCO into the escrow account will be returned
     to AIMCO and AIMCO will return to The Casden Company the 531,915 shares.

4.   The Casden  Company will promise to pay an aggregate  amount of $35 million
     on a secured,  nonrecourse  basis to NAPICO.  The  Casden  Company  will be
     obligated to repay an aggregate of $7 million of the obligation  each year.
     The  obligation  to repay the $35 million  will bear the same  interest and
     mature on the same schedule as the promissory notes issued by NAPICO to the
     plaintiffs  pursuant to the  Stipulation  of  Settlement.  Payment of these
     obligations  will be  secured  by (i) a pledge of  744,681  shares of AIMCO
     Class A Common Stock owned by Alan I. Casden or an affiliated entity,  plus
     up to 60,000 additional shares for accrued interest, and (ii) cash proceeds
     of recoveries or settlements  that Alan I. Casden or any of his affiliates,
     or any of the former  shareholders of Casden  Properties  Inc.,  receive in
     connection with or related to the litigation (collectively,  "Recoveries").
     The payment  obligations  to NAPICO will be required to be prepaid with any
     Recoveries  received.  Payment  may be made in cash or in  shares  of AIMCO
     Class A Common Stock,  except  payments with respect to Recoveries  must be
     made in cash.

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

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

No  matters  were  submitted  to a vote  of the  limited  partners  through  the
solicitation of proxies or otherwise during the quarter ended December 31, 2002.


                                     PART II

     ITEM 5. Market for the Registrant's Partnership Interests and Related
                               Partnership 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, therefore an investor may be unable to sell
or  otherwise  dispose  of his  or her  interest  in  the  Partnership.  Limited
Partnership Interests may not be transferred but can be assigned only if certain
requirements in the Partnership  Agreement are satisfied.  At December 31, 2002,
there were 3,777 registered  holders of Limited  Partnership  Interests in NTCP.
The  Partnership  was not  designed  to provide  cash  distributions  to Limited
Partners  in  circumstances   other  than  refinancing  or  disposition  of  its
investments in Local  Partnerships and then such  distributions,  if any, may be
limited.  Distributions have not been made from the inception of the Partnership
to December 31, 2002.

AIMCO and its affiliates currently do not own any limited partnership units (the
"Units") in the  Partnership.  It is possible that AIMCO or its affiliates  will
acquire units of limited partnership interest in the Partnership in exchange for
cash or a combination  of cash and units in the operating  partnership of AIMCO.
Under the Partnership Agreement, unitholders holding a majority of the Units are
entitled  to take  action  with  respect to a variety of  matters,  which  would
include voting on certain amendments to the Partnership  Agreement and voting to
remove the General  Partner.  Although the General Partner owes fiduciary duties
to the  limited  partners of the  Partnership,  the  General  partner  also owes
fiduciary duties to AIMCO as its sole  stockholder.  As a result,  the duties of
the General  Partner,  as general  partner,  to the  Partnership and its limited
partners may come into conflict with the duties of the General Partner to AIMCO,
as its sole stockholder.

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

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

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

Capital Resources and Liquidity

It is not expected that any of the Local  Partnerships  in which the Partnership
invested will generate cash from operations  sufficient to provide distributions
to the Limited Partners. Such cash from operations,  if any, would first be used
to meet operating expenses of the Partnership. The Partnership's investments are
not  readily  marketable  and  may  be  affected  by  adverse  general  economic
conditions  which, in turn, could  substantially  increase the risk of operating
losses for the Apartment Complexes,  the Local Partnerships and the Partnership.
These  problems  may result  from a number of factors,  many of which  cannot be
controlled  by the  General  Partner.  The  Partnership's  cash  reserves  as of
December  31, 2002 were  approximately  $538,000.  In March and April 2003,  the
Partnership  paid  approximately  $2,832,000 to the General  Partner for accrued
partnership  management fees from proceeds received in 2003 from the sale of its
interest  in one Local  Partnership  and from a deposit  related  to the sale of
interest in another Local  Partnership.  In order to replenish the Partnership's
reserves,  the  Partnership  intends to generate  additional cash from sales and
refinancings of certain properties owned by Local Partnerships.

Except for interim  investments  in the money market  funds,  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 money market funds earning interest income as reflected
in the  statements  of  operations.  These  interim  investments  can be readily
converted to cash to meet obligations as they arise.

During  April 2002,  the  Partnership  sold 80% of its  investment  in two Local
Partnerships, Mountain View I and II. NTC withdrew from these Local Partnerships
as the Operating General Partner and the Administrative  General Partner and was
simultaneously readmitted as the Administrative Limited Partner. The Partnership
as the limited partner is now entitled to 18.99 percent of the operating profits
and losses of these Local Partnerships rather than its previous 99 percent.  The
Partnership received approximately $668,000 for this dilution in interest. Based
on this  payment,  the  Partnership  determined  that its  remaining  investment
balance  in  these  two  Local  Partnerships  was  impaired.  As a  result,  the
investment  balance  was  reduced to the value for the  Partnership's  remaining
interest and an impairment loss of approximately  $921,000 was recognized during
the year ended December 31, 2002.

During the year ended December 31, 2002, the Partnership received  approximately
$3,007,000 in proceeds from the  refinancing of the property owned by one of its
local partnerships,  Terrace Gardens. After recognizing approximately $1,372,000
as a reduction  of the  investment  balance,  the  partnership's  investment  in
Terrace  Gardens  Limited  Partnership  had been reduced to zero.  The remaining
proceeds of approximately $1,635,000 were included in distributions from limited
partnerships recognized as income.

In March 2002, the Dynes property,  which consisted of 42 apartment  units,  was
foreclosed upon by the lender.  The  Partnership's  investment in Dynes was zero
and no loss resulted from the foreclosure.

During the year ended December 31, 2002, Concept I and II, which consisted of 40
apartment  units,  was  transferred  to a  third  party  in  conjunction  with a
settlement with the lender. The Partnership's investment in Concept I and II was
zero and no loss was recognized by the  Partnership as a result of this transfer
of interest.

During 2001, the Partnership sold its interests in the Holden,  Ticino,  Hickory
Green and Newbury Local  Partnerships  and realized a net gain of  approximately
$1,494,000  from net proceeds of  approximately  $3,404,000.  In  addition,  the
lenders  foreclosed  on the Meadows Local  Partnership  in October 2001. No loss
resulted  from  the  foreclosure  as the  related  investment  had no  remaining
balance.

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

Results of Operations

The  Partnership,  as a limited  partner,  does not  exercise  control  over the
activities and  operations,  including  refinancing or selling  decisions of the
Local Partnerships.  Accordingly, the Partnership accounts for its investment in
the Local Partnerships using the equity method. Thus the individual  investments
are  carried  at cost plus the  Partnership's  share of the Local  Partnership's
losses and distributions and impairment charges.  However, since the Partnership
is not legally liable for the obligations of the Local  Partnerships,  or is not
otherwise  committed  to  providing  additional  support  to  them,  it does not
recognize losses once its investment in each of the Local  Partnerships  reaches
zero. Distributions from the Local Partnerships are accounted for as a reduction
of the  investment  balances  until the  investment  balance is reduced to zero.
Subsequent  distributions  received are recognized as income in the accompanying
statements  of  operations.  For those  investments  where the  Partnership  has
determined that the carrying value of its investments approximates the estimated
fair value of those investments, the Partnership's policy is to recognize equity
in  income  of the  Local  Partnerships  only  to the  extent  of  distributions
received,  and amortization of acquisition costs from those Local  Partnerships.
During the years ended  December 31, 2002 and 2001, the  Partnership  recognized
equity in loss of approximately $337,000 and $756,000,  respectively, from Local
Partnerships. During the years ended December 31, 2002 and 2001, the Partnership
did not recognize  equity in loss of  approximately  $1,832,000  and  $3,074,000
respectively,  as the Partnership's investment in certain Local Partnerships had
been reduced to zero.

At December 31, 2002, the investment  balance in 17 of the 24 Local Partnerships
had been reduced to zero.

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

An annual  management fee is payable to the General  Partner of the  Partnership
and is  calculated  at 0.5 percent of the  Partnership's  invested  assets.  The
management  fee  represents  the annual  recurring fee which will be paid to the
General Partner for its continuing management of the Partnership's  affairs. The
fee is payable  beginning  with the month  following the  Partnership's  initial
investment in a Local  Partnership.  Management  fees were $485,000 and $606,000
for the years ended December 31, 2002 and 2001, respectively.

Operating  expenses,  exclusive  of the  management  fee,  consist  of legal and
accounting  fees for  services  rendered  to the  Partnership  and  general  and
administrative  expenses.  Legal and accounting fees were approximately $112,000
and $43,000 for the years ended  December 31, 2002 and 2001,  respectively.  The
increase in legal and accounting  expenses is due to adjustments of accruals for
previous periods recognized during the year ended December 31, 2001. General and
administrative  expenses were approximately  $211,000 and $152,000 for the years
ended  December  31, 2002 and 2001,  respectively.  The  increase in general and
administrative  expenses is due to the  Partnership  having  paid  approximately
$133,000 in additional  costs related to its sale of its interest in Newbury and
Hickory Green Local Partnerships in 2001,  partially offset by a decrease in the
costs associated with the preparation and filing of the Partnership's  quarterly
and annual financial statements.

During the year ended  December 31, 2002,  impairment  charges of  approximately
$1,819,000  were  recognized as a result of sale of a portion of its investments
in two Local  Partnerships (see "Capital Resources and Liquidity" above) and the
determination  that another Local  Partnership,  Vinton School  Apartments,  was
impaired due to certain mold issues encountered throughout the rental property.

At times,  advances are made to the Local  Partnerships in order to preserve the
ability to receive  applicable Tax Credits.  Advances made by the Partnership to
the  individual  Local  Partnerships  are considered  part of the  Partnership's
investment  in limited  partnerships.  Advances made to Local  Partnerships  for
which the investment has been reduced to zero are charged to expense. During the
year  ended  December  31,  2002,  $617,000  was  recognized  as  expense in the
accompanying  statements  of  operations.  There were no  advances  to the Local
Partnerships  that were  recognized  as expense for the year ended  December 31,
2001.

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

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

Blue Lake

Pursuant  to the  terms  of a loan  workout  relating  to the  Blue  Lake  Local
Partnership,  dated  March  25,  1995  (the  "Workout"),  NTCP was  required  to
contribute  an  additional  $266,841  to the Local  Partnership  over a ten year
period. In exchange, the debt service on the property is payable out of net cash
flow.  No  payments  were made since 1998 and a dispute  arose as to whether the
Blue Lake Local  Partnership  was in default  under the Workout.  Subsequent  to
December 31,  2002,  the parties  finalized  the terms of a new  agreement  that
provided for the forbearance of the aforementioned liability while admitting the
lender or its  affiliates  to the Blue Lake Local  Partnership  as a 95% limited
partner.  In  accordance  with the new  agreement,  the  current  administrative
general partner,  an affiliate of NAPICO,  was scheduled to withdraw  completely
from Blue Lake Local  Partnership  and the Partnership was scheduled to retain a
5%  limited  partnership  interest  until  2006,  at  which  time,  all  of  the
Partnership's interests were scheduled to be conveyed to the remaining partners.
In May 2003, the Local  Partnership was sold without the consent or knowledge of
the  Partnership  and without the requisite  recapture  bond. The Partnership is
currently  evaluating  its  options,  including  litigation.  The  Partnership's
investment in Blue Lake Local Partnership at December 31, 2002 was zero.

Summit I, II and III

The local  general  partner is  currently  attempting  to  negotiate  discounted
payments and/or payment plans for outstanding  property taxes and judgment liens
which,  if  unsuccessful,  could result in foreclosure  proceedings on all three
properties.  The Partnership's  investment in Summit I, Summit II and Summit III
is zero as of December 31, 2002.

Victorian Park

In August 2002, the holder of the second mortgage encumbering the Victorian Park
property filed a foreclosure action against the property.  The Local Partnership
denies  that  it is  in  default  of  the  second  mortgage.  The  Partnership's
investment  in  Victorian  Park is zero at  December  31,  2002.  Subsequent  to
December 31, 2002,  the  Partnership  sold its interest in Victorian  Park to an
unrelated  third  party.  The  Partnership  recognized  a gain of  approximately
$1,246,000, which is equal to the net proceeds received by the Partnership.

Other

AIMCO and its affiliates currently do not own any limited partnership units (the
"Units") in the Partnership. A Unit equals two limited partnership interests. It
is possible that AIMCO or its affiliates  will acquire Units in the  Partnership
in  exchange  for  cash or a  combination  of cash and  units  in the  operating
partnership of AIMCO. Pursuant to the Partnership Agreement, unitholders holding
a majority of the Units are entitled to take action with respect to a variety of
matters,  that include,  but are not limited to, voting on certain amendments to
the Partnership Agreement and voting to remove the General Partner. Although the
General  Partner  owes  fiduciary   duties  to  the  limited   partners  of  the
Partnership, the General partner also owes fiduciary duties to AIMCO as its sole
stockholder. As a result, the duties of the General Partner, as general partner,
to the  Partnership  and its limited  partners may come into  conflict  with the
duties of the General Partner to AIMCO, as its sole stockholder.

Recent Accounting Pronouncements

In January 2003,  the  Financial  Accounting  Standards  Board  ("FASB")  issued
Interpretation  No. 46 ("FIN 46"),  Consolidation of Variable Interest Entities.
FIN 46 requires the  consolidation of entities in which an enterprise  absorbs a
majority of the entity's  expected  losses,  receives a majority of the entity's
expected  residual  returns,  or both, as a result of ownership,  contractual or
other  financial  interests  in the  entity.  Prior to the  issuance  of FIN 46,
entities were generally  consolidated by an enterprise when it had a controlling
financial  interest  through  ownership  of a majority  voting  interest  in the
entity.  FIN 46 applied  immediately to variable interest entities created after
January 31, 2003, and with respect to variable interests held before February 1,
2003, FIN 46 will apply beginning July 1, 2003.

The Partnership has not entered into any partnership  investments  subsequent to
January  31,  2003.  The  Partnership  is  in  the  process  of  evaluating  its
investments in unconsolidated  partnerships that may be deemed variable interest
entities under the provisions of FIN 46. At December 31, 2002, the Partnership's
maximum  exposure to loss with  regard to  unconsolidated  partnerships  was its
recorded investment in these partnerships totaling approximately $1,838,000. The
Partnership has not yet determined the anticipated impact of adopting FIN 46 for
its partnership  agreements that existed as of January 31, 2003. However, FIN 46
may require the  consolidation  of the assets,  liabilities  and  operations  of
certain of the Partnership's  unconsolidated  partnership investments.  Although
the Partnership does not believe the full adoption of FIN 46 will have an impact
on net earnings,  the Partnership cannot make any definitive conclusion until it
completes its evaluation.

Critical Accounting Policies and Estimates

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

Method of Accounting for Investments in Limited Partnerships

The  Partnership,  as a limited  partner,  does not  exercise  control  over the
activities and operations,  including  refinancing or selling decisions,  of the
Local Partnerships. Accordingly, the Partnership accounts for its investments in
the Local  Partnerships  using the equity method.  The  Partnership is allocated
profits and losses of the Local Partnerships based upon its respective ownership
percentage  (between 18.99% and 99%). The  Partnership is allocated  profits and
losses and receives distributions from refinancings and sales in accordance with
the Local Partnerships'  partnership agreements.  These agreements usually limit
the  Partnership's  distributions  to an  amount  substantially  less  than  its
ownership percentage in the Local Partnership.

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

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

ITEM 7.    Financial Statements


NATIONAL TAX CREDIT PARTNERS, L.P.

LIST OF FINANCIAL STATEMENTS

Report of Ernst & Young, LLP Independent  Auditors, as of and for the year ended
December 31, 2002.

Report of Deloitte & Touche, LLP,  Independent Public Accountants,  for the year
ended December 31, 2001.

Balance Sheet - December 31, 2002

Statements of Operations - Years ended December 31, 2002 and 2001

Statements of Changes in Partners'  Equity  (Deficiency)  - Years ended December
31, 2002 and 2001

Statements of Cash Flows - Years ended December 31, 2002 and 2001

Notes to Financial Statements

                         Report of Independent Auditors



The Partners
National Tax Credit Partners, L.P.

We have audited the accompanying  balance sheet of National Tax Credit Partners,
L.P.  as of  December  31,  2002,  and the  related  statements  of  operations,
partners'  equity  (deficiency)  and cash flows for the year then  ended.  These
financial statements are the responsibility of the Partnership's management. Our
responsibility  is to express an opinion on these financial  statements based on
our  audit.  We did not  audit  the  financial  statements  of  certain  limited
partnerships,  the  investments  in  which  are  reflected  in the  accompanying
financial  statements  using the  equity  method  of  accounting.  The  investee
information  for these  limited  partnerships  is included in Notes 2 and 7. The
financial  statements  of  these  limited  partnerships  were  audited  by other
auditors,  whose reports have been furnished to us, and our opinion,  insofar as
it relates to the amounts  included  for these  limited  partnerships,  is based
solely on the reports of the other auditors.

We conducted our audit in accordance with auditing standards  generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material misstatement. 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 audit  and the  reports  of other  auditors
provide a reasonable basis for our opinion.

In our  opinion,  based on our  audit 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. at December 31,
2002,  and the  results of its  operations  and its cash flows for the year then
ended, in conformity with accounting principles generally accepted in the United
States.


                                                            /s/Ernst & Young LLP
Greenville, SC
August 8, 2003



                   REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


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

We have audited the accompanying statements of operations,  changes in partners'
equity  (deficiency)  and cash flows of National  Tax Credit  Partners,  L.P. (a
California  limited  partnership)  for the year ended  December 31, 2001.  These
financial   statements  are  the   responsibility   of  the  management  of  the
Partnership.  Our  responsibility  is to express  an opinion on these  financial
statements  based on our audit.  We did not audit the  financial  statements  of
certain  limited  partnerships,  the  investments  in which are reflected in the
accompanying  financial  statements  using the equity method of accounting.  The
equity in loss of these limited partnerships  represents 25 percent of the total
net  loss  of the  Partnership  for the  year  ended  December  31,  2001  and a
substantial  portion  of the  investee  information  in Note 2 to the  financial
statements.  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 audit 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 audit and the reports of
other auditors provide a reasonable basis for our opinion.

In our  opinion,  based on our  audit and the  reports  of other  auditors,  the
financial statements referred to above present fairly, in all material respects,
and the results of  operations  and cash flows of National Tax Credit  Partners,
L.P.  for the  year  ended  December  31,  2001 in  conformity  with  accounting
principles generally accepted in the United States of America.



DELOITTE & TOUCHE LLP

Los Angeles, California
April 5, 2002


                       NATIONAL TAX CREDIT PARTNERS, L.P.

                                  BALANCE SHEET

                                December 31, 2002
                                 (in thousands)


<TABLE>
<CAPTION>

                          Assets

<S>                                       <C>                             <C>
Investments in limited partnerships (Note 2)                              $ 1,838
Cash and cash equivalents (Note 1)                                            538

       Total assets                                                       $ 2,376

         Liabilities and partners' equity (deficiency)

Liabilities:
   Accrued fees and expenses due to affiliates (Note 4)                   $ 2,654
   Capital contributions payable (Note 3)                                     267
   Accounts payable and accrued expenses                                       65
                                                                            2,986
Contingencies (Note 6)

Partners' equity (deficiency)
   Special limited partner                                     $ 1
   General partner                                              (525)

   Limited partners                                              (86)        (610)

       Total liabilities and partners' equity
          (deficiency)                                                    $ 2,376




                   See Accompanying Notes to Financial Statements
</TABLE>



                       NATIONAL TAX CREDIT PARTNERS, L.P.

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

<TABLE>
<CAPTION>

                                                                Years Ended
                                                                December 31,
                                                              2002         2001
   Revenues:
<S>                                                           <C>          <C>
     Interest income                                          $ 12         $ 5

   Operating expenses:
     Management fees - partners (Note 4)                        485          606
     Legal and accounting                                       112           43
     General and administrative (Note 4)                        211          152
          Total operating expenses                              808          801

   Loss from partnership operations                            (796)        (796)
   Gain on sale of limited partnership interests
     (Note 2)                                                    --        1,494
   Impairment losses                                         (1,819)          --
   Distributions from limited partnerships recognized
     as income (Note 2)                                       1,697           75
   Advances to limited partnerships (Note 2)                   (617)          --

   Equity in loss of limited partnerships and
     amortization of acquisition costs (Note 2)                (337)        (756)

   Net (loss) income                                       $ (1,872)       $ 17

   Net (loss) income allocated to general partner (1%)          (19)          --
   Net (loss) income allocated to limited partners (99%)     (1,853)          17
                                                           $ (1,872)       $ 17

   Net (loss) income per limited partnership interest        $ (78)        $ 1

                   See Accompanying Notes to Financial Statements
</TABLE>


                       NATIONAL TAX CREDIT PARTNERS, L.P.

               STATEMENTS OF CHANGES IN PARTNERS' EQUITY (DEFICIENCY)

                      (in thousands, except interest data)


<TABLE>
<CAPTION>


                                     Special
                                     Limited       General        Limited
                                     Partner       Partner        Partners         Total

Partnership interests                                              23,899

Partners' equity (deficiency)
<S>                                <C>             <C>            <C>           <C>
   December 31, 2000               $     1         $ (506)        $ 1,750       $ 1,245

 Net income for the year ended
   December 31, 2001                    --             --              17            17

Partners' equity (deficiency),
   December 31, 2001                      1          (506)          1,767         1,262


Net loss for the year ended
  December 31, 2002                      --           (19)         (1,853)       (1,872)

Partners' equity (deficiency),
  December 31, 2002                $      1       $  (525)        $   (86)     $   (610)


                   See Accompanying Notes to Financial Statements
</TABLE>

                       NATIONAL TAX CREDIT PARTNERS, L.P.

                            STATEMENTS OF CASH FLOWS

                                 (in thousands)

<TABLE>
<CAPTION>

                                                                        Years Ended
                                                                        December 31
                                                                   2002            2001
Cash flows from operating activities:
<S>                                                               <C>              <C>
  Net (loss) income                                               $(1,872)         $ 17
  Adjustments to reconcile net (loss) income to net cash
   used in operating activities:
     Equity in losses of limited partnerships and
      amortization of acquisition costs                               337            756
     Impairment loss                                                1,819             --
     Gain on sale of partnership interests                             --         (1,494)
     Changes in accounts:
      Accrued fees and expenses due to affiliates                  (2,197)        (1,948)

      Accounts payable and accrued expenses                          (136)           (82)

         Net cash used in operating activities                     (2,049)        (2,751)

Cash flows from investing activities:
  Capital contributions to Limited Partnerships                        --           (431)
  Proceeds from sale of partnership interests                         668          3,404
  Distribution from limited partnerships recognized as a
     reduction of investment balance                                1,451            168
         Net cash provided by investing activities                  2,119          3,141

Net increase in cash and cash equivalents                              70            390
Cash and cash equivalents, beginning of year                          468             78

Cash and cash equivalents, end of year                             $ 538          $ 468


                   See Accompanying Notes to Financial Statements
</TABLE>


                    NATIONAL TAX CREDIT PARTNERS, L.P.

                       NOTES TO FINANCIAL STATEMENTS
                             DECEMBER 31, 2002


 Note 1 - Organization and Summary of Significant Accounting Policies

 Organization

National Tax Credit  Partners,  L.P.  (the  "Partnership")  was formed under the
California  Revised Limited  Partnership Act and organized on March 7, 1989. The
Partnership was formed to invest primarily in other limited  partnerships  which
own and operate  multifamily  housing complexes that are eligible for low income
housing  tax credits  or, in certain  cases,  for  historic  rehabilitation  tax
credits.  The general  partner of the  Partnership  (the  "General  Partner") is
National Partnership Investments Corp., a California corporation ("NAPICO"). The
special limited partner of the Partnership  (the "Special  Limited  Partner") is
PaineWebber T.C., Inc., a Delaware corporation.  The business of the Partnership
is conducted primarily by NAPICO.

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

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

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

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

 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.

 Basis of Presentation

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

 Use of Estimates

 The   preparation  of  financial   statements  in  conformity  with  accounting
principles  generally accepted in the United States requires  management to make
estimates  and  assumptions  that  affect  the  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 by the  straight  line method over the  estimated  lives of the
underlying assets, which is generally 30 years.

 Net (Loss) Income Per Limited Partnership Interest

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

 Cash and Cash Equivalents

Cash and cash equivalents include cash and money market mutual funds. At certain
times,  the amount of cash  deposited  at a bank may exceed the limit on insured
deposits. Cash balances include approximately $538,000 at December 31, 2002 that
are  maintained  by an  affiliated  management  company on behalf of  affiliated
entities in a cash concentration account.

 Impairment of Long-Lived Assets

 The Partnership  reviews its  investments in long-lived  assets to determine if
there  has  been  any  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 the year ended  December 31, 2002,  impairment  charges of  approximately
$1,819,000  were  recognized  with respect to the  investment  in three  limited
partnerships.  There were no impairment  charges  during the year ended December
31, 2001.

Segment Reporting

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

Fair Value of Financial Instruments

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

 Recent Accounting Pronouncements

In January 2003,  the  Financial  Accounting  Standards  Board  ("FASB")  issued
Interpretation  No. 46 ("FIN 46"),  Consolidation of Variable Interest Entities.
FIN 46 requires the  consolidation of entities in which an enterprise  absorbs a
majority of the entity's  expected  losses,  receives a majority of the entity's
expected  residual  returns,  or both, as a result of ownership,  contractual or
other  financial  interests  in the  entity.  Prior to the  issuance  of FIN 46,
entities were generally  consolidated by an enterprise when it had a controlling
financial  interest  through  ownership  of a majority  voting  interest  in the
entity.  FIN 46 applied  immediately to variable interest entities created after
January 31, 2003, and with respect to variable interests held before February 1,
2003, FIN 46 will apply beginning July 1, 2003.

The Partnership has not entered into any partnership  investments  subsequent to
January  31,  2003.  The  Partnership  is  in  the  process  of  evaluating  its
investments in unconsolidated  partnerships that may be deemed variable interest
entities under the provisions of FIN 46. At December 31, 2002, the Partnership's
maximum  exposure to loss with  regard to  unconsolidated  partnerships  was its
recorded investment in these partnerships totaling approximately $1,838,000. The
Partnership has not yet determined the anticipated impact of adopting FIN 46 for
its partnership  agreements that existed as of January 31, 2003. However, FIN 46
may require the  consolidation  of the assets,  liabilities  and  operations  of
certain of the Partnership's  unconsolidated  partnership investments.  Although
the Partnership does not believe the full adoption of FIN 46 will have an impact
on net earnings,  the Partnership cannot make any definitive conclusion until it
completes its evaluation.

Effective  January 1, 2002,  the  Partnership  adopted  Statement  of  Financial
Accounting  Standards  ("SFAS")  No.  144,  "Accounting  for the  Impairment  or
Disposal of Long-Lived  Assets",  which  established  standards for the way that
public business  enterprises report information about long-lived assets that are
either  being held for sale or have  already  been  disposed of by sale or other
means.  The standard  requires that results of operations for a long-lived asset
that is being held for sale or has  already  been  disposed  of be reported as a
discontinued operation on the statement of operations. As a result, the combined
statements  of operations  information  in Note 2 below have been restated as of
January  1,  2001 to  exclude  the  operations  of  Concept  I and II due to its
transfer of interest and Dynes due to its foreclosure.

 Note 2 - Investments in Limited Partnerships

The  Partnership  currently  holds  limited  partnership  interests  in 24 local
limited partnerships ("Local  Partnerships"),  located in 12 states. At December
31, 2002, the Local  Partnerships own residential  projects  consisting of 2,228
apartment units.  The general  partners  responsible for management of the Local
Partnerships  (the "Local Operating  General  Partners") are not affiliated with
the General Partner of the Partnership, except as discussed below.

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

The  Partnership,  as a limited  partner,  does not  exercise  control  over the
activities and operations,  including  refinancing or selling decisions,  of the
Local Partnerships. Accordingly, the Partnership accounts for its investments in
the Local  Partnerships  using the equity method.  The  Partnership is allocated
profits and losses of the Local Partnerships based upon its respective ownership
percentage  (between 18.99% and 99%). The  Partnership is allocated  profits and
losses and receives distributions from refinancings and sales in accordance with
the Local Partnerships'  partnership agreements.  These agreements usually limit
the  Partnership's  distributions  to an  amount  substantially  less  than  its
ownership percentage in the Local Partnership.  The Partnership accounts for its
investment in one Local  Partnership,  ComFed  Qualified,  using the cost method
given its ownership percentage of 2.5%.

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

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

As  of  December  31,  2002,  the  investment  balance  in 17 of  the  24  Local
Partnerships had been reduced to zero.

At times,  advances are made to the Local  Partnerships in order to preserve the
ability to receive  applicable Tax Credits.  Advances made by the Partnership to
the  individual  Local  Partnerships  are considered  part of the  Partnership's
investment  in limited  partnerships.  Advances made to Local  Partnerships  for
which the investment has been reduced to zero are charged to expense. During the
year ended December 31, 2002,  approximately  $617,000 was recognized as expense
in the accompanying statements of operations.

During  April 2002,  the  Partnership  sold 80% of its  investment  in two Local
Partnerships, Mountain View I and II. NTC withdrew from these Local Partnerships
as the Operating General Partner and the Administrative  General Partner and was
simultaneously readmitted as the Administrative Limited Partner. The Partnership
as the limited partner is now entitled to 18.99 percent of the operating profits
and losses of these Local Partnerships rather than its previous 99 percent.  The
Partnership received approximately $668,000 for this dilution in interest. Based
on this  payment,  the  Partnership  determined  that its  remaining  investment
balance  in  these  two  Local  Partnerships  was  impaired.  As a  result,  the
investment  balance  was  reduced to the value for the  Partnership's  remaining
interest and an impairment loss of approximately  $921,000 was recognized during
the year ended December 31, 2002.

During the year ended December 31, 2002, the Partnership received  approximately
$3,007,000 in proceeds from the  refinancing of the property owned by one of its
Local Partnerships,  Terrace Gardens. After recognizing approximately $1,372,000
as a reduction  of its  investment  balance,  the  Partnership's  investment  in
Terrace  Gardens  Limited  Partnership  had been reduced to zero.  The remaining
proceeds of approximately $1,635,000 were included in distributions from limited
partnerships recognized as income.

During the year ended December 31, 2002,  the  Partnership  determined  that its
investment in the Local Partnership,  Vinton School Apartments, was impaired due
to certain mold issues encountered  throughout the rental property. As a result,
the  investment  balance  was  reduced  to the  estimated  fair  value  for  the
Partnership  interest  and an  impairment  loss of  approximately  $898,000  was
recognized  during the year ended  December 31, 2002. At December 31, 2002,  the
Partnership had no remaining investment balance in this Local Partnership.

 During 2001, the Partnership sold its interests in the Holden,  Ticino, Hickory
Green and Newbury Local  Partnerships  and realized a net gain of  approximately
$1,494,000  and net  proceeds of  approximately  $3,404,000.  In  addition,  the
lenders  foreclosed on the Meadows Local Partnership in October 2001 and no loss
resulted from the foreclosure.

 The following is a summary of the  investments  in Local  Partnerships  for the
year ended December 31, 2002 (in thousands):

Investment balance, beginning of year                           $ 6,113
Sale of interest in a limited partnership                          (668)
Impairment losses                                                (1,819)
Equity in losses of limited partnerships                           (302)
Amortization of acquisition costs                                   (35)
Distributions recognized as reduction of
  investment balance                                             (1,451)
Investment balance, end of year                                 $ 1,838

 The difference  between the investment per the  accompanying  balance sheets at
December 31, 2002 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.

Dynes

In March 2002, the Dynes property,  which consisted of 42 apartment  units,  was
foreclosed upon by the lender.  The  Partnership's  investment in Dynes was zero
and no loss resulted from the foreclosure.

Concept I and II

During the year ended December 31, 2002, Concept I and II, which consisted of 40
apartment  units,  was  transferred  to a  third  party  in  conjunction  with a
settlement with the lender. The Partnership's investment in Concept I and II was
zero and no loss was recognized by the  Partnership as a result of this transfer
of interest.

 Blue Lake

Pursuant  to the  terms  of a loan  workout  relating  to the  Blue  Lake  Local
Partnership,  dated  March  25,  1995  (the  "Workout"),  NTCP was  required  to
contribute  an  additional  $266,841  to the Local  Partnership  over a ten year
period. In exchange, the debt service on the property is payable out of net cash
flow.  No  payments  were made since 1998 and a dispute  arose as to whether the
Blue Lake Local  Partnership  was in  default  under the  Workout  (see Note 3).
Subsequent  to  December  31,  2002,  the parties  finalized  the terms of a new
agreement  that provided for the  forbearance  of the  aforementioned  liability
while admitting the lender or its affiliates to the Blue Lake Local  Partnership
as a 95% limited  partner.  In accordance  with the new  agreement,  the current
administrative  general  partner,  an  affiliate  of NAPICO,  was  scheduled  to
withdraw  completely  from Blue Lake Local  Partnership  and the Partnership was
scheduled to retain a 5% limited partnership interest until 2006, at which time,
all  of  the  Partnership's  interests  were  scheduled  to be  conveyed  to the
remaining  partners.  In May 2003,  the Local  Partnership  was sold without the
consent or  knowledge of the  Partnership  and without the  requisite  recapture
bond. The Partnership is currently evaluating its options, including litigation.
The Partnership's investment in Blue Lake Local Partnership at December 31, 2002
was zero.

 Summit I, II and III

 The local  general  partner is currently  attempting  to  negotiate  discounted
payments and/or payment plans for outstanding  property taxes and judgment liens
which,  if  unsuccessful,  could result in foreclosure  proceedings on all three
properties.  The Partnership's  investment in Summit I, Summit II and Summit III
is zero at December 31, 2002.

Victorian Park

 In August 2002,  the holder of the second  mortgage  encumbering  the Victorian
Park  property  filed a  foreclosure  action  against  the  property.  The Local
Partnership  denies  that  it  is  in  default  of  the  second  mortgage.   The
Partnership's  investment  in  Victorian  Park  is zero at  December  31,  2002.
Subsequent to December 31, 2002, the Partnership sold its interest in this Local
Partnership (see Note 8).

 Selected financial  information from the combined  financial  statements of the
Local  Partnerships  at  December  31, 2002 and for each of the two years in the
period ended December 31, 2002 is as follows:

            Condensed Combined Balance Sheet of the Local Partnerships
                                 (in thousands)

                                                    December 31,
                                                       2002
Assets
  Land                                              $  8,467
  Building and improvements, net of accumulated
   depreciation of approximately $36,770              58,560
  Other Assets                                         8,222
Total Assets                                        $ 75,249

Liabilities and Partners Deficit:
Liabilities:
  Mortgage notes payable                            $ 76,633
  Other liabilities                                   27,587
                                                     104,220
Partners' deficit                                    (28,971)

Total liabilities and Partners' Deficit             $ 75,249

        Condensed Combined Results of Operations of the Local Partnerships
                                 (in thousands)
                                                       Years ended December 31,
                                                         2002            2001
Revenues:
Rental and other                                       $15,720         $15,636

Expenses:
Depreciation                                             3,372           3,667
Interest                                                 6,407           6,807
Operating                                                9,126           9,408
Total expenses                                          18,905          19,882
Net loss                                               $(3,185)        $(4,246)

 An affiliate of the General Partner managed two and three  properties  owned by
Local  Partnerships   during  the  years  ended  December  31,  2002  and  2001,
respectively.  The Local Partnerships pay the affiliate property management fees
in the amount of 4.5 percent to 7 percent of their gross  rental  revenues.  The
amounts paid were $49,000 and $124,000 for the years ended December 31, 2002 and
2001, respectively.

 Note 3 - Capital Contributions Payable

 The capital  contributions  payable are  unsecured  and  non-interest  bearing.
Pursuant to the terms of a new loan workout negotiated relating to the Blue Lake
Local  Partnership  (See Note 2), the  Partnership  will no longer be liable for
unpaid capital contributions of approximately  $267,000. This amount was written
off to income upon finalization of the agreement in May 2003.

 Note 4 - Transactions with Affiliated Parties

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

 (a) An annual  Partnership  management fee in an amount equal to 0.5 percent of
invested  assets (as  defined in the  Partnership  Agreement)  is payable to the
General Partner.  For the years ended December 31, 2002 and 2001,  approximately
$485,000 and $606,000,  respectively,  have been expensed. The unpaid balance at
December 31, 2002 is  approximately  $2,654,000.  This  balance is  non-interest
bearing. The Partnership made a payment of approximately $2,832,000 in March and
April  2003  with  the  proceeds  received  from the  sales  of its  partnership
interests in Terrace Gardens and Victorian Park during 2003 (see Note 8).

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

 (c) The Partnership  reimburses NAPICO for certain expenses.  The reimbursement
due to NAPICO was approximately $53,000 and $57,000 for the years ended December
31, 2002 and 2001,  respectively,  and is included in general and administrative
expenses.

 NTC,  or another  affiliate  of the  General  Partner,  is the Local  Operating
General  Partner  in  twelve  of the  Partnership's  24 Local  Partnerships.  In
addition,  NTC is typically  either a special limited partner or a non-managing,
administrative general partner in each Local Partnership.

 An affiliate of the General Partner managed two and three  properties  owned by
Local  Partnerships   during  the  years  ended  December  31,  2002  and  2001,
respectively.  The Local Partnerships pay the affiliate property management fees
in the amount of 4.5 percent to 7 percent of their gross  rental  revenues.  The
amounts paid were $49,000 and $124,000 for the years ended December 31, 2002 and
2001, respectively.

AIMCO and its affiliates currently do not own any limited partnership units (the
"Units") in the  Partnership.  It is possible that AIMCO or its affiliates  will
acquire units of limited partnership interest in the Partnership in exchange for
cash or a combination  of cash and units in the operating  partnership of AIMCO.
Under the Partnership Agreement, unitholders holding a majority of the Units are
entitled  to take  action  with  respect to a variety of  matters,  which  would
include voting on certain amendments to the Partnership  Agreement and voting to
remove the General  Partner.  Although the General Partner owes fiduciary duties
to the  limited  partners of the  Partnership,  the  General  partner  also owes
fiduciary duties to AIMCO as its sole  stockholder.  As a result,  the duties of
the General  Partner,  as general  partner,  to the  Partnership and its limited
partners may come into conflict with the duties of the General Partner to AIMCO,
as its sole stockholder.

 Note 5 - Income Taxes

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

A reconciliation follows:

                                                  Years Ended December 31,
                                                     2002            2001
                                                       (in thousands)

Net (loss) income per financial statements        $ (1,872)          $ 17
  Partnership fees                                  (2,339)         (1,611)
  Other                                               (170)            314
  Partnership's share of limited local
   Partnership                                      (1,151)         (3,474)
Loss per tax return                               $ (5,532)       $ (4,754)
Loss per limited partnership interest              $ (229)         $ (198)

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

                                                December 31, 2002
                                                     (in thousands)
      Net deficiency as reported                       $   (610)
      Add (deduct):
        Intangible (net)                                  4,180
        Deferred offering costs                           7,745
       Investment in Partnerships                       (16,580)
       Other                                              2,859
      Net deficit - federal tax basis                  $ (2,406)

 Note 6 - Contingencies

On August 27, 1998, two investors holding an aggregate of eight units of limited
partnership  interests  in Real Estate  Associates  Limited  III (an  affiliated
partnership in which NAPICO is the corporate  general partner) and two investors
holding an  aggregate  of five units of limited  partnership  interests  in Real
Estate Associates Limited VI (another affiliated  partnership in which NAPICO is
the corporate general partner) commenced an action in the United States District
Court for the Central District of California against the Partnership, NAPICO and
certain other  defendants.  The complaint  alleged that the defendants  breached
their  fiduciary  duty  to  the  limited  partners  of  certain  NAPICO  managed
partnerships  and  violated  securities  laws by  making  materially  false  and
misleading statements in the consent solicitation statements sent to the limited
partners  of  such  partnerships   relating  to  approval  of  the  transfer  of
partnership interests in limited partnerships, owning certain of the properties,
to affiliates of Casden  Properties  Inc.,  organized by an affiliate of NAPICO.
The plaintiffs  sought  equitable  relief,  as well as compensatory  damages and
litigation  related costs.  On August 4, 1999, one investor  holding one unit of
limited  partnership  interest in Housing Programs  Limited (another  affiliated
partnership  in which  NAPICO is the  corporate  general  partner)  commenced  a
virtually  identical  action in the United States District Court for the Central
District  of  California  against  the  Partnership,  NAPICO and  certain  other
entities.  The second action was subsumed in the first action, and was certified
as a  class  action.  On  August  21,  2001,  plaintiffs  filed  a  supplemental
complaint,  which added new claims,  including a  rescission  of the transfer of
partnership interests and an accounting.

In November 2002, the jury returned  special verdicts against NAPICO and certain
other defendants in the amount of approximately  $25.2 million for violations of
securities laws and against NAPICO for approximately  $67.3 million for breaches
of fiduciary duty. In addition, the jury awarded the plaintiffs punitive damages
against  NAPICO of  approximately  $92.5  million.  On April 29, 2003, the Court
entered  judgment  against NAPICO and certain other  defendants in the amount of
$25.2 million for  violations of  securities  laws and against  NAPICO for $67.3
million for breaches of  fiduciary  duty,  both  amounts plus  interest of $25.6
million, and for punitive damages against NAPICO in the amount of $2.6 million.

On May 30, 2003,  NAPICO and certain other defendants  entered into a memorandum
of  understanding  with the plaintiff  class and their  counsel  relating to the
settlement of the litigation.

On August 11,  2003,  NAPICO  entered  into a  Stipulation  of  Settlement  (the
"Stipulation of Settlement")  with the plaintiff  class (the  "Plaintiffs")  and
their counsel  relating to the settlement of the litigation.  The Stipulation of
Settlement remains subject to the preliminary and final approval of the court as
well  as the  approval  of  the  Plaintiffs.  Pursuant  to  the  Stipulation  of
Settlement,  within two days after receiving the court's preliminary approval of
the proposed settlement,  Alan I. Casden, on behalf of himself, NAPICO and other
defendants in the litigation,  is responsible for depositing $29 million into an
escrow  account for the benefit of the  Plaintiffs.  Upon final court  approval,
approval  by the  Plaintiffs  and the  lapse of any  time to  appeal  the  court
approval of the settlement, the following shall occur:

1.    Alan I. Casden,  on behalf of himself,  NAPICO and other defendants in the
      litigation,  will transfer to an agent for the Plaintiffs shares of common
      stock  ("Class A Common  Stock") of AIMCO owned by certain  affiliates  of
      Alan I. Casden with an aggregate  market value of $19 million,  subject to
      certain transfer restrictions,  or at Alan I. Casden's option, $19 million
      in cash.

2.    NAPICO will issue an aggregate of $35 million in promissory  notes for the
      benefit of the  Plaintiffs.  An aggregate of $7 million of notes are to be
      repaid each year. The notes will bear interest  based on applicable  rates
      of  U.S.  Treasury  bills  with  similar  maturities.  The  notes  will be
      guaranteed by AIMCO Properties, L.P., an affiliate of AIMCO.

3.    The parties to the  Stipulation of Settlement  will release each other and
      related parties from any and all claims associated with the litigation and
      the Plaintiffs'  investment in the  partnerships  that were the subject of
      the litigation.

4.    The $29 million in the escrow  account  established by Alan I. Casden will
      be released to the Plaintiffs.

Pursuant to the Stipulation of Settlement, upon final approval of the settlement
by the court,  the parties shall jointly  request that a new judgment be entered
in the litigation that will, among other things, expunge the judgment originally
entered against NAPICO and the other defendants on April 29, 2003.

On August 12, 2003, in connection with the proposed  settlement  pursuant to the
Stipulation of Settlement, NAPICO and AIMCO executed a Settlement Agreement (the
"Settlement  Agreement") with the prior  shareholders of Casden  Properties Inc.
The principal terms of the Settlement Agreement include:

1.    That NAPICO will  voluntarily  discontinue  the action it commenced on May
      13, 2003 against the former  shareholders  of Casden  Properties  Inc. and
      other  indemnitors in AIMCO's March 2002 acquisition of Casden  Properties
      Inc. (the "Casden Merger").

2.    That Alan I. Casden and certain  related  entities  will  resolve  certain
      pending  claims  for  indemnification  made by  NAPICO,  AIMCO  and  their
      affiliates. These claims include indemnification related to the litigation
      and certain other matters in connection with the Casden Merger.

3.   AIMCO,  or an  affiliate,  will deposit $25 million of the $29 million that
     Alan I. Casden is responsible  for  depositing  into the escrow account for
     the benefit of the Plaintiffs  pursuant to the terms of the  Stipulation of
     Settlement.  In connection  with this deposit by AIMCO,  The Casden Company
     will transfer to AIMCO  531,915  shares of AIMCO Class A Common Stock owned
     by The Casden Company, which shares are to be held in escrow by AIMCO until
     final  approval  of the  Stipulation  of  Settlement  by the  court and the
     Plaintiffs.  Upon such approval, AIMCO will become the owner of the 531,915
     shares.  If final approval by the court and the Plaintiffs is not obtained,
     the $25 million deposited by AIMCO into the escrow account will be returned
     to AIMCO and AIMCO will return to The Casden Company the 531,915 shares.

4.   The Casden  Company will promise to pay an aggregate  amount of $35 million
     on a secured,  nonrecourse  basis to NAPICO.  The  Casden  Company  will be
     obligated to repay an aggregate of $7 million of the obligation  each year.
     The  obligation  to repay the $35 million  will bear the same  interest and
     mature on the same schedule as the promissory notes issued by NAPICO to the
     plaintiffs  pursuant to the  Stipulation  of  Settlement.  Payment of these
     obligations  will be  secured  by (i) a pledge of  744,681  shares of AIMCO
     Class A Common Stock owned by Alan I. Casden or an affiliated entity,  plus
     up to 60,000 additional shares for accrued interest, and (ii) cash proceeds
     of recoveries or settlements  that Alan I. Casden or any of his affiliates,
     or any of the former  shareholders of Casden  Properties  Inc.,  receive in
     connection with or related to the litigation (collectively,  "Recoveries").
     The payment  obligations  to NAPICO will be required to be prepaid with any
     Recoveries  received.  Payment  may be made in cash or in  shares  of AIMCO
     Class A Common Stock,  except  payments with respect to Recoveries  must be
     made in cash.

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

 Note 7 - Real Estate and  Accumulated  Depreciation  of Local  Partnerships  in
 which NTCP Has Invested as of December 31, 2002


<TABLE>
<CAPTION>

                                               Buildings
                                                  And
                                                Related
                          Mortgage             Personal              Accumulated
      Description           Notes      Land    Property Total(3)(2)  Depreciation (3)

<S>                      <C>         <C>      <C>         <C>       <C>
Appletree Apts.          $    880    $    74  $ 1,247     $  1,321  $   427
Blue Lake Apts.             4,750        335      476          811       --
ComFed Qualified Apts.      2,445        385    4,168        4,553    2,319
Countryview/Columbus        3,379        320    3,890        4,210      136
Apts.
Dickens Apts.               1,236       105     2,318        2,423      777
Genoa Plaza                 1,314         98    1,705        1,803      616
Glenark Apts.               2,816         46    4,195        4,241      836
Grand Meadows Apts.         1,842       112     3,496        3,608    1,249
Grinnell Park Apts.           589        48       804          852      294
Kimberly Court Apts.        1,462       234     1,760        1,994      646
Mountain View I             3,037        686   4,338        5,024    1,448
Mountain View II            4,026        866    5,378        6,244    1,793
North Liberty Apts.           592         48      740          788      302
Paris Hotel Apts.             656        179    1,675        1,854      523
Rolling Hills Apts.         4,480        800   11,810       12,610    4,254
Rose City Apts.             8,131        464   10,155       10,619    4,287
Summit I Apts.              1,595         --       --           --       --
Summit II Apts.                50         --       --           --       --
Summit III Apts.            2,391         --       --           --       --
Terrace Gardens             6,956      1,522    8,138        9,660    4,101
Torres de Plata I           2,983        161    3,747        3,908    1,687
Tyrone Elderly              2,696        100    4,919        5,019    1,691
Victorian Park             17,683      1,738   17,612       19,350    8,648
Vinton/Park School            644        146    2,759        2,905      736
                          $76,633    $ 8,467  $95,330     $103,797  $36,770
</TABLE>

(2) Reconciliation of real estate

                                                 Years Ended December 31,
                                                   2002           2001
                                                      (in thousands)
Balance at beginning of year                     $111,034       $133,472
Disposals during the year                            (555)        (1,977)
Loss on Partnership investments                    (6,682)       (20,461)
Balance at end of year                           $103,797       $111,034

Reconciliation of accumulated depreciation

                                                 Years Ended December 31,
                                                   2002           2001
                                                      (in thousands)
Balance at beginning of year                     $ 37,518       $ 42,000
Depreciation expense for the year                   3,372          3,667
Disposals of rental properties                     (4,120)        (8,149)
Balance at end of year                           $ 36,770       $ 37,518

 Note 8 - Subsequent Events

Subsequent to December 31, 2002,  the  Partnership  sold its interest in Terrace
Gardens  Limited  Partnership to an unrelated third party and realized a gain of
approximately $1,828,000.  The gain is equal to the net proceeds received by the
Partnership,  as the  Partnership  had no remaining  investment  related to this
limited partnership at December 31, 2002. These net proceeds were used to make a
payment on the accrued management fees due to the General Partner.

Subsequent to December 31, 2002, the Partnership  sold its interest in Victorian
Park  to an  unrelated  third  party.  The  Partnership  recognized  a  gain  of
approximately  $1,246,000  which is equal to the net  proceeds  received  by the
Partnership as the Partnership had no remaining investment related to this Local
Partnership.  A portion of the net  proceeds  were used to make a payment on the
accrued management fees due to the General Partner.

Subsequent to December 31, 2002, the Partnership  and Bond Portfolio,  Inc., the
operating and  administrative  general  partner of Blue Lake Local  Partnership,
finalized a loan workout agreement  whereby the  Partnership's  interest in Blue
Lake was  reduced  to 5%, the  capital  contribution  payable  of  approximately
$267,000 was extinguished,  and the Partnership's  remaining 5% interest in Blue
Lake was scheduled to be conveyed to Bond Portfolio, Inc., in March 2006. In May
2003,  the Local  Partnership  was sold  without the consent or knowledge of the
Partnership  and  without the  requisite  recapture  bond.  The  Partnership  is
currently evaluating its options, including litigation.

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

Effective  August 29,  2002,  the  Registrant  dismissed  its prior  Independent
Auditors,  Deloitte & Touche LLP and retained as its new  Independent  Auditors,
Ernst & Young LLP. Deloitte & Touche LLP's  Independent  Auditors' Report on the
Registrant's  financial statements for the calendar year ended December 31, 2001
did not  contain an adverse  opinion or a  disclaimer  of  opinion,  and was not
qualified or modified as to uncertainty,  audit scope or accounting  principles.
The decision to change Independent Auditors was approved by the General Partner.
During the calendar year ended 2001 and through  August 29, 2002,  there were no
disagreements  between the Registrant and Deloitte & Touche LLP on any matter of
accounting principles or practices,  financial statement disclosure, or auditing
scope or procedure which  disagreements  if not resolved to the  satisfaction of
Deloitte & Touche  LLP,  would have caused it to make  reference  to the subject
matter of the disagreements in connection with its reports.

Effective  August 29,  2002,  the  Registrant  engaged  Ernst & Young LLP as its
Independent Auditors.  During the last two calendar years and through August 29,
2002,  the  Registrant  did not consult  Ernst & Young LLP  regarding any of the
matters or events set forth in Item 304 (a)(2)(i) and (ii) of Regulation S-B.

                                    PART III

 ITEM 9.     Directors and Executive Officers of the Registrant

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

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

Peter K. Kompaniez              58    Director
David R. Robertson              37    President, Chief Executive Officer
                                       and Director
Michael J. Hornbrook            48    Executive Vice President and Chief
                                       Operating Officer
Jeffrey H. Sussman              37    Senior Vice President, General
                                       Counsel and Secretary
Brian H. Shuman                 40    Senior Vice President and Chief
                                       Financial Officer

Peter K.  Kompaniez  has been a Director  of NAPICO  since  April 1,  2000.  Mr.
Kompaniez  has been  Vice  Chairman  of the  Board  of  Directors  of  Apartment
Investment and Management  Company  ("AIMCO")  since July 1994 and was appointed
President of AIMCO in July 1997.

David R. Robertson has been President, Chief Executive Officer and a Director of
NAPICO since October 2002.  Mr.  Robertson is also  Executive  Vice President of
AIMCO  and  is  responsible  for  property  operations,   asset  management  and
transaction   activities   within  AIMCO   Capital's   portfolio  of  affordable
properties. Prior to joining AIMCO, Mr. Robertson was a member of the investment
banking group at Smith Barney from 1991 to 1996,  where he was  responsible  for
real estate investment  banking  transactions in the western United States,  and
was part of the Smith Barney team that managed  AIMCO's  initial public offering
in 1994.  From February 1996 until  February  2002,  when Mr.  Robertson  joined
AIMCO, he was the Chairman and Chief Executive Officer of Robeks Corporation,  a
privately held chain of specialty food stores.

Michael J.  Hornbrook has been  Executive Vice President of NAPICO since January
2002 and became Chief Operating  Officer of NAPICO in April 2002. Mr.  Hornbrook
is also  Senior  Vice  President  of AIMCO  and is  responsible  for tax  credit
placement activities and transactions involving properties in AIMCO's affordable
housing portfolio  located in the western United States.  Prior to January 2002,
Mr.  Hornbrook  was a partner in the law firm of McGuire Woods LLP in the firm's
Chicago office and  specialized in the area of real estate law with a particular
focus on affordable  housing and tax credits.  Mr. Hornbrook was the Chairman of
the firm's Affordable Housing Group.

Jeffrey H.  Sussman is Senior Vice  President,  General  Counsel and  Secretary,
having joined NAPICO in 1998. Mr.  Sussman is responsible  for the legal affairs
of NAPICO and its affiliates. 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.

Brian H. Shuman is Senior Vice  President and Chief  Financial  Officer,  having
joined NAPICO in 2000.  Mr. Shuman 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,  Mr.  Shuman  was  the
Controller  for DVI Business  Credit  Corporation,  which  provides  asset based
lending to a wide range of health concerns.

The  executive  officers  and  directors  of the  General  Partner  fulfill  the
obligations  of the Audit  Committee  and  oversee the  Partnership's  financial
reporting  process on behalf of the General Partner.  Management has the primary
responsibility for the financial  statements and the reporting process including
the systems of internal controls. In fulfilling its oversight  responsibilities,
the executive officers and directors of the General Partner reviewed the audited
financial  statements with management including a discussion of the quality, not
just the  acceptability,  of the accounting  principles,  the  reasonableness of
significant  judgments,   and  the  clarity  of  disclosures  in  the  financial
statements.

The executive  officers and directors of the General  Partner  reviewed with the
independent  auditors,  who are  responsible  for  expressing  an opinion on the
conformity  of  those  audited  financial  statements  with  generally  accepted
accounting  principles,  their  judgments  as  to  the  quality,  not  just  the
acceptability,  of the Partnership's accounting principles generally accepted in
the United  States and such other  matters as are required to be discussed  with
the  Audit  Committee  or its  equivalent  under  auditing  standards  generally
accepted in the United States.  In addition,  the Partnership has discussed with
the  independent  auditors the auditors'  independence  from  management and the
Partnership  including  the matters in the written  disclosures  required by the
Independence  Standards  Board and  considered  the  compatibility  of non-audit
services with the auditors' independence.

The executive  officers and directors of the General Partner  discussed with the
Partnership's  independent auditors the overall scope and plans for their audit.
In  reliance on the reviews and  discussions  referred to above,  the  executive
officers and directors of the General Partner have approved the inclusion of the
audited financial  statements in the Form 10-KSB for the year ended December 31,
2002 for filing with the Securities and Exchange Commission.

The General Partner has reappointed Ernst & Young LLP as independent auditors to
audit the financial  statements of the  Partnership for 2003. Fees for 2002 were
audit services of $28,000 and non-audit  services  (principally  tax-related) of
$24,000.

ITEM 10.    Executive Compensation

None  of  the  directors  and  officers  of the  general  partner  received  any
remuneration from the Partnership during the year ended December 31, 2002.

 ITEM 11.Security Ownership of Certain Beneficial Owners and Mangement

 (a) Security Ownership of Certain Beneficial Owners

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

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

 ITEM 12.Certain Relationships and Related Transactions

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

 (a) An annual  Partnership  management fee in an amount equal to 0.5 percent of
invested  assets (as  defined in the  Partnership  Agreement)  is payable to the
General Partner.  For the years ended December 31, 2002 and 2001,  approximately
$485,000 and $606,000,  respectively,  have been expensed. The unpaid balance at
December 31, 2002 is  approximately  $2,654,000.  This  balance is  non-interest
bearing. The Partnership made a payment of approximately $2,832,000 in March and
April 2003 with the proceeds  received from the sale of partnership  interest in
Terrace Gardens and the proceeds received related to the sale of its partnership
interest in Victorian Park during 2003.

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

 (c) The Partnership  reimburses NAPICO for certain expenses.  The reimbursement
due to NAPICO was approximately $53,000 and $57,000 for the years ended December
31, 2002 and 2001,  respectively,  and is included in general and administrative
expenses.

 NTC,  or another  affiliate  of the  General  Partner,  is the Local  Operating
General  Partner  in  twelve  of the  Partnership's  24 Local  Partnerships.  In
addition,  NTC is typically  either a special limited partner or a non-managing,
administrative general partner in each Local Partnership.

 An affiliate of the General Partner managed two and three  properties  owned by
Local  Partnerships   during  the  years  ended  December  31,  2002  and  2001,
respectively.  The Local Partnerships pay the affiliate property management fees
in the amount of 4.5 percent to 7 percent of their gross  rental  revenues.  The
amounts paid were $49,000 and $124,000 for the years ended December 31, 2002 and
2001, respectively.

 AIMCO and its  affiliates  currently do not own any limited  partnership  units
(the "Units") in the  Partnership.  It is possible that AIMCO or its  affiliates
will acquire Units in the  Partnership  in exchange for cash or a combination of
cash  and  units  in  the  operating  partnership  of  AIMCO.  Pursuant  to  the
Partnership Agreement,  unitholders holding a majority of the Units are entitled
to take action with respect to a variety of matters,  that include,  but are not
limited to, voting on certain amendments to the Partnership Agreement and voting
to remove the General  Partner.  Although  the General  Partner  owes  fiduciary
duties to the limited partners of the Partnership, the General partner also owes
fiduciary duties to AIMCO as its sole  stockholder.  As a result,  the duties of
the General  Partner,  as general  partner,  to the  Partnership and its limited
partners may come into conflict with the duties of the General Partner to AIMCO,
as its sole stockholder.


<PAGE>




ITEM 13.    Exhibits and Reports on Form 8-K

  (a) Exhibits:

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

          Exhibit 16.1  Letter  dated  August 29,  2002,  from the  Registrant's
               former independent accountants regarding its concurrence with the
               statements  made by the Registrant  incorporated  by reference to
               the  Registrant's  Current Report on Form 8-K dated  September 6,
               2002.

          Exhibit 99.0  Certification  Pursuant to 18 U.S.C.  Section  1250,  as
               adopted  pursuant  to Section  906 of the  Sarbanes-Oxley  Act of
               2002.

          Exhibit 99.1 Independent Auditors Report for Rolling Hills Apts., Ltd.

          Exhibit 99.2 Independent Auditors Report for Dickens Associates II

          Exhibit 99.3 Independent Auditors Report for Genoa Plaza

          Exhibit 99.4 Independent Auditors Report for Grinnell Park Apartments

          Exhibit 99.5 Independent Auditors Report for North Liberty

          Exhibit 99.6 Independent Auditors Report for Torres del Plata I

          Exhibit 99.7 Independent Auditors Report for Grand Meadows II

          Exhibit  99.8  Independent   Auditors  Report  for  Blue  Lake  Pointe
               Apartments

          Exhibit 99.9 Independent Auditors Report for Mountain View Properties

(b) Reports on Form 8-K filed during the quarter ended December 31, 2002:

            None.

 ITEM 14.      Controls and Procedures

 The principal  executive officer and principal financial officer of the General
Partner, who are the equivalent of the Partnership's principal executive officer
and  principal  financial  officer,  respectively,  have,  within 90 days of the
filing  date  of  this  annual  report,   evaluated  the  effectiveness  of  the
Partnership's  disclosure  controls and  procedures  (as defined in Exchange Act
Rules 13a-14(c) and 15d-14(c)) and have determined that such disclosure controls
and  procedures  are  adequate.  There have been no  significant  changes in the
Partnership's  internal  controls or in other  factors that could  significantly
affect the  Partnership's  internal  controls since the date of evaluation.  The
Partnership does not believe any significant deficiencies or material weaknesses
exist in the Partnership's internal controls. Accordingly, no corrective actions
have been taken.

                                   SIGNATURES


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


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

                               By:     NATIONAL PARTNERSHIP INVESTMENTS CORP.
                                       General Partner

                                    By:   /s/Peter K. Kompaniez
                                          Peter K. Kompaniez
                                          Director

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

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

                                    Date: August 20, 2003

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

/s/Peter K. Kompaniez         Director                   Date:  August 20, 2003
Peter K. Kompaniez



/s/David R. Robertson         President, Chief Executive Date: August 20, 2003
David R. Robertson             Officer and Director



/s/Brian H. Shuman            Senior Vice Presiden and   Date: August 20, 2003
Brian H. Shuman                 Chief Financial Officer


                                  CERTIFICATION


I, David R. Robertson, certify that:


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


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


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


4.    The  registrant's  other  certifying  officers and I are  responsible  for
      establishing  and  maintaining  disclosure  controls  and  procedures  (as
      defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
      have:


      a)  Designed  such  disclosure  controls  and  procedures  to ensure  that
      material   information   relating  to  the   registrant,   including   its
      consolidated  subsidiaries,  is made  known to us by others  within  those
      entities,  particularly  during the period in which this annual  report is
      being prepared;


      b) Evaluated the effectiveness of the registrant's disclosure controls and
      procedures  as of a date  within 90 days prior to the filing  date of this
      annual report (the "Evaluation Date"); and


      c) Presented in this annual report our conclusions about the effectiveness
      of the disclosure  controls and  procedures  based on our evaluation as of
      the Evaluation Date;


5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):


      a) All  significant  deficiencies  in the design or  operation of internal
      controls which could adversely affect the registrant's  ability to record,
      process,  summarize and report  financial data and have identified for the
      registrant's auditors any material weaknesses in internal controls; and


      b) Any fraud,  whether or not material,  that involves management or other
      employees  who  have  a  significant  role  in the  registrant's  internal
      controls; and


6. The  registrant's  other  certifying  officers  and I have  indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.


Date:  August 20, 2003

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

                                  CERTIFICATION


I, Brian H. Shuman, certify that:


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


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


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


4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:


      a)  Designed  such  disclosure  controls  and  procedures  to ensure  that
      material   information   relating  to  the   registrant,   including   its
      consolidated  subsidiaries,  is made  known to us by others  within  those
      entities,  particularly  during the period in which this annual  report is
      being prepared;


      b) Evaluated the effectiveness of the registrant's disclosure controls and
      procedures  as of a date  within 90 days prior to the filing  date of this
      annual report (the "Evaluation Date"); and


      c) Presented in this annual report our conclusions about the effectiveness
      of the disclosure  controls and  procedures  based on our evaluation as of
      the Evaluation Date;


5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):


      a) All  significant  deficiencies  in the design or  operation of internal
      controls which could adversely affect the registrant's  ability to record,
      process,  summarize and report  financial data and have identified for the
      registrant's auditors any material weaknesses in internal controls; and


      b) Any fraud,  whether or not material,  that involves management or other
      employees  who  have  a  significant  role  in the  registrant's  internal
      controls; and


6. The  registrant's  other  certifying  officers  and I have  indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.


Date:  August 20, 2003

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


                       NATIONAL TAX CREDIT PARTNERS, L.P.
                                  EXHIBIT INDEX


Exhibit     Description of Exhibit

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

  16.1      Letter  dated  August   29,2002,   from  the   Registrant's   former
            independent   accountants   regarding  its   concurrence   with  the
            statements  made by the Registrant  incorporated by reference to the
            Registrant's Current Report on Form 8-K dated September 6, 2002.

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

  99.1      Independent Auditors Report for Rolling Hills Apts., Ltd.

  99.2      Independent Auditors Report for Dickens Associates II

  99.3      Independent Auditors Report for Genoa Plaza

  99.4      Independent Auditors Report for Grinnell Park Apartments

  99.5      Independent Auditors Report for North Liberty

  99.6      Independent Auditors Report for Torres del Plata I

  99.7      Independent Auditors Report for Grand Meadows II

99.8        Independent  Auditors  Report for Blue Lake Pointe  Apartments
            Associates, Ltd.

  99.9      Independent Auditors Report for Mountain View Properties

Exhibit 99.0


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


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


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

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


                                           /s/David R. Robertson
                                    Name:  David R. Robertson
                                    Date:  August 20, 2003


                                           /s/Brian H. Shuman
                                    Name:  Brian H. Shuman
                                    Date:  August 20, 2003


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


<PAGE>


Exhibit 99.1

Independent Auditors' Report

To the Partners
Rolling Hills Apts., Ltd.
Pottsgrove Township, PA

We have audited the accompanying balance sheets of Rolling Hills Apts., Ltd., as
of December 31, 2002 and 2001 and the related  statements of income,  changes in
partners'  deficit  and cash flows for the years  then  ended.  These  financial
statements  are  the  responsibility  of  the  Partnership's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America and the standards applicable to financial audits
contained in Government  Auditing Standards issued by the Comptroller General of
the United States. Those standards require that we plan and perform the audit to
obtain reasonable  assurance about whether the financial  statements are free of
material  misstatement.  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  provide a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of Rolling Hills Apts., Ltd. PHFA
Project  No.  61 as of  December  31,  2002  and  2001  and the  results  of its
operations  and its cash flows for the years then ended in conformity  with U.S.
generally accepted accounting principles generally accepted in the United States
of America.

In accordance with Government  Auditing  Standards,  we have also issued reports
dated  February  11,  2003 on our  consideration  of Rolling  Hills  Apts.  Ltd.
internal  control and on our tests of its compliance with certain  provisions of
laws,  regulations,  contracts and grants. That report is an integral part of an
audit performed in accordance with Government  Auditing  Standards and should be
read in conjunction with this report in considering the results of our audit.

Our audits  were  conducted  for the  purpose of forming an opinion on the basic
financial  statements taken as a whole. The  accompanying  additional  financial
data (shown on pages 13 through 26) are  presented for the purpose of additional
analysis  and are not a  required  part of the  basic  financial  statements  of
Rolling  Hills  Apts.,  Ltd.  PHFA  Project  No. 61. Such  information  has been
subjected to the auditing procedures applied in the audit of the basic financial
statements  and, in our opinion,  is fairly  stated in all material  respects in
relation to the basic financial statements taken as a whole.

/s/Bernstein, Simpson, Gilbert and Morowitz, LLC

Galloway, NJ
February 11, 2003


<PAGE>


Exhibit 99.2

                          INDEPENDENT AUDITOR'S REPORT



To the Partners
DICKENS ASSOCIATES II

We have audited the accompanying  balance sheet of DICKENS ASSOCIATES II, F.H.A.
Project No.  071-35591  (the  "Partnership"),  as of December 31, 2002,  and the
related  statements of operations,  changes in partners'  capital and cash flows
for the year then ended.  These financial  statements are the  responsibility of
the  Partnership's  management.  Our  responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America and the standards applicable to financial audits
contained in Government  Auditing Standards issued by the Comptroller General of
the United States. Those standards require that we plan and perform the audit to
obtain reasonable  assurance about whether the financial  statements are free of
material  misstatement.  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 audit  provide a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of the Partnership as of December
31, 2002, and the results of its  operations,  changes in partners'  capital and
its cash flows for the year then ended in conformity with accounting  principles
generally accepted in the United States of America.

In accordance  with  Government  Auditing  Standards we have also issued reports
dated  January  24,  2003 on our  consideration  of the  Partnership's  internal
control and on our tests of its  compliance  with  certain  provisions  of laws,
regulations,  contracts,  and grants.  Those  reports are an integral part of an
audit performed in accordance with Government  Auditing  Standards and should be
read in conjunction with this report in considering the results of our audit.

Our audit was  conducted  for the  purpose  of  forming  an opinion on the basic
financial   statements  taken  as  a  whole.   The  accompanying   supplementary
information  shown on pages 17 to 22 is  presented  for  purposes of  additional
analysis  and is not  required  part of the basic  financial  statements  of the
Partnership.  Such  information  has been  subjected to the auditing  procedures
applied in the audit of the basic financial statements,  and, in our opinion, is
fairly  stated in all  material  respects  in  relation  to the basic  financial
statements taken as a whole.

The accompanying  financial  statements have been prepared assuming that DICKENS
ASSOCIATES II will continue as a going concern. As discussed in the notes to the
financial  statements,  the  Partnership's  significant  operating  losses raise
substantial doubt about its ability to continue as a going concern. Management's
plans  regarding  this  matter are also  included  in the notes.  The  financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.



                        /s/ Rockoff, Harlan, Rasof, Ltd.

January 24, 2003


<PAGE>


Exhibit 99.3



                   INDEPENDENT AUDITOR'S REPORT ON THE FINANCIAL
                    STATEMENTS AND THE SUPPLEMENTARY INFORMATION



To the Partners
Genoa Plaza, Limited Partnership
Beverly Hills, California

We have  audited  the  accompanying  balance  sheets  of  Genoa  Plaza,  Limited
Partnership  as of December  31, 2002 and 2001,  and the related  statements  of
income,  partners'  equity  (deficit),  and cash flows for the years then ended.
These statements are the  responsibility  of the Partnership's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America and the standards applicable to financial audits
contained in Government Auditing Standards, issued by the Comptroller General of
the United States. Those standards require that we plan and perform the audit to
obtain reasonable  assurance about whether the financial  statements are free of
material  misstatement.  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  provide a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,   the  financial  position  of  Genoa  Plaza,   Limited
Partnership  as of December 31, 2002 and 2001, and the results of its operations
and its cash  flows for the  years  then  ended in  conformity  with  accounting
principles generally accepted in the United States of America.

In accordance with Government Auditing  Standards,  we have also issued a report
dated  January  23,  2003  on  our   consideration   of  Genoa  Plaza,   Limited
Partnership's  internal control over financial reporting and its compliance with
certain provisions of laws, regulations, contracts and grants. That report is an
integral  part of an audit  performed in  accordance  with  Government  Auditing
Standards and should be read in conjunction  with this report in considering the
results of our audit.

Our  audits  were  made for the  purpose  of  forming  an  opinion  on the basic
financial statements taken as a whole. The supplementary information included on
page 10 is  presented  for  the  purpose  of  additional  analysis  and is not a
required  part of the basic  financial  statements.  Such  information  has been
subjected to the auditing procedures applied in the audit of the basic financial
statements and, in our opinion,  is fairly presented in all material respects in
relation to the basic financial statements taken as a whole.



                                    /s/McGladrey & Pullen



Des Moines, Iowa
January 20, 2003


<PAGE>


Exhibit 99.4


                          INDEPENDENT AUDITOR'S REPORT



To the Partners
Grinnell Park Apartments, Limited Partnership
Beverly Hills, California

We have audited the  accompanying  balance  sheets of Grinnell Park  Apartments,
Limited Partnership as of December 31, 2002 and 2001, and the related statements
of income,  partners' equity (deficit), and cash flows for the years then ended.
These  financial   statements  are  the   responsibility  of  the  Partnership's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

We conducted our audits in accordance with 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  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the  financial  position of Grinnell  Park  Apartments,
Limited  Partnership  as of December  31, 2002 and 2001,  and the results of its
operations  and its cash  flows  for the years  then  ended in  conformity  with
accounting principles generally accepted in the United States of America.



                                    /s/McGladrey & Pullen



Des Moines, Iowa
January 20, 2003


<PAGE>


Exhibit 99.5

                          INDEPENDENT AUDITOR'S REPORT



To the Partners
North Liberty Park, Limited Partnership
Beverly Hills, California

We have audited the accompanying  balance sheets of North Liberty Park,  Limited
Partnership  as of December  31, 2002 and 2001,  and the related  statements  of
income,  partners'  (deficit),  and cash flows for the years then  ended.  These
statements  are  the  responsibility  of  the  Partnership's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We conducted our audits in accordance with 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  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of North Liberty Park,  Limited
Partnership  as of December 31, 2002 and 2001, and the results of its operations
and its cash  flows for the  years  then  ended in  conformity  with  accounting
principles generally accepted in the United States of America.



                                    /s/McGladrey & Pullen



Des Moines, Iowa
January 20, 2003


<PAGE>


Exhibit 99.6

                INDEPENDENT AUDITOR'S REPORT ON FINANCIAL STATEMENTS



Partners
Torres del Plata I Limited Partnership
San Juan, Puerto Rico

We have audited the  accompanying  balance  sheets of Torres del Plata I Limited
Partnership  as of December  31, 2002 and 2001,  and the related  statements  of
operations,  partners'  equity  (deficiency),  and cash flows for the years then
ended.  These financial  statements are the  responsibility of the Partnership's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America and the standards applicable to financial audits
contained in Government  Auditing Standards issued by the Comptroller General of
the  United  States,  and  the  US  Department  of  Agriculture,   Farmers  Home
Administration Audit Program Handbook,  issued in December 1989. Those standards
and the audit  program  require  that we plan and  perform  the audits 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 provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  financial  position of Torres del Plata I Limited
Partnership as of December 31, 2002 and 2001, and the results of its operations,
changes in partners'  equity  (deficiency) and its cash flows for the years then
ended in conformity with accounting  principles generally accepted in the United
States of America.

In accordance with Government  Auditing Standards we have also issued our report
dated  January 14, 2003,  on our  consideration  of the  Partnership's  internal
control and on our tests on its  compliance  with  certain  provisions  of laws,
regulations,  contracts,  loan  covenants and  agreements.  Those reports are an
integral  part of an audit  performed in  accordance  with  Government  Auditing
Standards and should be read in conjunction  with this report in considering the
results of our audits.



                        /s/Torres Llompart, Sanchez Ruiz & Company


January 14, 2003
License No. 169
San Juan, Puerto Rico

Stamp number 1849961 was Affixed to the original of this report.


<PAGE>


Exhibit 99.7


INDEPENDENT AUDITOR'S REPORT

To the Partners
Grand Meadows II Limited Dividend
Housing Association Limited Partnership

We have  audited the  accompanying  balance  sheets of Grand  Meadows II Limited
Dividend   Housing   Association   Limited   Partnership  (a  Michigan   Limited
Partnership), MSHDA Development No. 827, as of December 31, 2002, 2001 and 2000,
and the related  statements of income,  partners' equity, and cash flows for the
years then ended.  These  financial  statements  are the  responsibility  of the
Partnership's  management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America and Government Auditing Standards, issued by the
Comptroller  General of the United States.  Those standards require that we plan
and  perform  the  audits 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 provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  financial  position  of Grand  Meadows II Limited
Dividend Housing Association Limited Partnership,  MSHDA Development No. 827, as
of December 31, 2002,  2001 and 2000, and its results of operations,  changes in
partners'  equity,  and its cash flows for the years then ended,  in  conformity
with accounting principles generally accepted in the United States of America.

In accordance with Government Auditing Standards, we have also issued our report
dated January 9, 2003 on our  consideration of Grand Meadows II Limited Dividend
Housing  Association  Limited  Partnership's  internal  control  over  financial
reporting and on our tests of its  compliance  with certain  provisions of laws,
regulations,  contracts  and grants.  The report is an integral part of an audit
performed in accordance with Government Auditing Standards and should be read in
conjunction with this report in considering the results of our audit.



                                    /s/Rural Housing Corporation



January 9, 2003



<PAGE>



Exhibit 99.8


INDEPENDENT AUDITORS' REPORT

To the Partners
Blue Lake Pointe Apartments Associates, Ltd.
Cumming, Georgia

We  have  audited  the  accompanying   balance  sheets  Blue  Pointe  Apartments
Associates, Ltd., of as of December 31, 2002 and 2001 and the related statements
of income,  partners'  (deficit),  and cash flow for the years then ended. These
financial statements are the responsibility of the Partnership's management. Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audits 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  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of Blue Lake Pointe  Apartments
Associates,  Ltd.,  as of  December  31,  2002 and 2001 and the  results  of its
operations  and its cash  flows for the years then  ended,  in  conformity  with
generally accepted accounting principles.




                                    /s/SCHOONOVER BOYER + ASSOCIATES



March 7, 2003


<PAGE>


Exhibit 99.9


INDEPENDENT AUDITORS' REPORT

To the Partners

We have  audited  the  accompanying  combined  balance  sheet of  Mountain  View
Properties  (New Mexico  Limited  Partnerships)  as of December 31, 2002 and the
related combined statements of operations,  partners' equity, and cash flows for
the year then ended.  These financial  statements are the  responsibility of the
Partnerships'  management.  Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with auditing standards  generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audits 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 audit provide a reasonable
basis for our opinion.

In our opinion,  the combined  financial  statements  referred to above  present
fairly,  in all  material  respects,  the  financial  position of Mountain  View
Properties as of December 31, 2002 and the results of their operations and their
cash flows for the year then ended, in conformity with U.S.  generally  accepted
accounting principles.




                                    /s/ALTSCHULER, MELVOIN AND GLASSER LLP


Los Angeles, California
July 7, 2003