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, 2003

[ ]   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.  $7,000

State the aggregate  market value of the voting  partnership  interests  held by
non-affiliates  computed  by  reference  to the price at which  the  partnership
interests  were sold,  or the average bid and asked  prices of such  partnership
interests as of December 31, 2003. No market exists for the limited  partnership
interests of the Registrant,  and,  therefore,  no aggregate market value can be
determined.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      NONE


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

                                     PART I

ITEM 1.  Description of Business

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

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

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

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

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

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

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

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

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

The following is a schedule of the occupancy  status as of December 31, 2003 and
2002, 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, 2003
<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         2003           2002

Apple Tree
<S>                               <C>                         <C>             <C>
Brigham City, UT                  24            --            99%             93%

ComFed Qualified
Omaha, NE                        116            --            92%             95%

Countryview/Columbus
Canal Winchester, OH             152            --            65%             80%

Dickens
Chicago, IL                       34            34            97%             95%

Genoa Plaza
Genoa City, WI                    48            --            85%             88%

Glenark
Woonsocket, RI                    67            --            98%             96%

Grand Meadows
Grand Blanc, MI                   64            --            88%             87%

Grinnell Park
Grinnell, IA                      24            24            88%             97%

Kimberly Court
Seward, AK                        24            --            87%             98%
</TABLE>
<PAGE>

                    SCHEDULE OF PROJECTS OWNED BY LOCAL PARTNERSHIPS
                       IN WHICH NTCP HAS AN INVESTMENT (Continued)
                                    DECEMBER 31, 2003

<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         2003            2002


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

Mountain View - II
Sante Fe, NM                    159             28            95%             90%

North Liberty
North Liberty, IA                24             24            91%             95%

Paris Hotel
Denver, CO                       17             --            86%             85%

Rolling Hills
Santoga, PA                      232           232           100%             99%

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

Summit II - Bergdoll
Philadelphia, PA                   9            --            98%            100%

Summit III - Chandler
Philadelphia, PA                  25            --            90%             94%

Torres de Plata I
Toa Alta, PR                      72            --            92%            100%

Tyrone Elderly
Tyrone, PA                       100           100            96%             95%

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

TOTAL                          1,372           442
</TABLE>


<PAGE>

Ownership Percentages

The following table details the Partnership  ownership  percentages of the Local
Partnerships  and the cost of acquisition of such  ownership.  All interests are
limited partner  interests.  Also included is the total mortgage  encumbrance on
each property for each of the Local Partnerships as of December 31, 2003.


<TABLE>
<CAPTION>

                                                                            Original
                                                                             Cost of
                                             NTCP Percentage    Ownership    Mortgage
Partnership Name                                Interest         Interest      Notes
                                                                   (in thousands)
<S>                                                <C>        <C>            <C>
Apple Tree                                         99%        $    224       $    877
Countryview/Columbus                                5%           3,110          3,228
Dickens                                            99%             554          1,210
Genoa Plaza                                        99%             362          1,309
Glenark                                            99%           3,200            (A)
Grand Meadows                                    98.90%          1,585          1,821
Grinnell Park                                      99%             192            585
Kimberly Court                                     99%             323          1,460
Mountain View-I                                  18.99%          1,655          3,008
Mountain View-II                                 18.99%          2,192          3,996
North Liberty                                      99%             144            589
Paris Hotel                                        99%             358            656
Rolling Hills                                      99%             185          4,250
Summit I                                           99%           1,550            (A)
Summit II                                          99%             603            (A)
Summit III                                         99%           1,985            (A)
Torres de Plata I                                  --              620          2,972
Tyrone Elderly                                     99%             850          2,609
Vinton/Park School                                 99%           1,147            640
Total - December 31, 2003                                      $20,839        $29,210
</TABLE>

(A) Information is not available.

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

ITEM 2.    Description of Properties

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

ITEM 3.    Legal Proceedings

On August 27, 1998, two investors holding an aggregate of eight units of limited
partnership  interest  in Real  Estate  Associates  Limited  III (an  affiliated
partnership in which National  Partnership  Investments Corp.  ("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  against  the   Partnership,   NAPICO  and  certain  other
defendants. The claims included, but were not limited to, claims for breaches of
fiduciary duty to the limited  partners of certain  NAPICO-managed  partnerships
and  violations of 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. 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 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 April 29, 2003, the court entered  judgment  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, both amounts plus interest of  approximately  $25.6 million,
and for punitive damages against NAPICO in the amount of $2.6 million.

On August 11, 2003,  Apartment  Investment and Management  Company ("AIMCO") and
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  principal  terms  of the
Stipulation of Settlement include,  among other things (1) payments in both cash
($29 million) and stock ($19  million) by Alan I. Casden,  on behalf of himself,
NAPICO and other defendants,  to the Plaintiffs,  (2) guaranteed  payments in an
aggregate  amount  of $35  million  ($7  million  per  year for 5  years),  plus
interest,  by NAPICO to the  Plaintiffs,  (3) a release of claims of all parties
associated with the litigation and (4) joint agreement by the parties to request
that a new judgment be entered in the litigation to, among other things, expunge
the judgment originally entered against NAPICO and the other defendants.

In connection with the Stipulation of Settlement, on August 12, 2003, 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,   among  other  things,  that  (1)  NAPICO  will
voluntarily  discontinue  the action it  commenced  on May 13, 2003  against the
former  shareholders  of Casden  Properties,  Inc. and other  indemnitors in the
Casden  Merger,  (2) Alan I. Casden and certain  related  entities  will resolve
certain  pending  claims for  indemnification  made by  NAPICO,  AIMCO and their
affiliates,  (3) AIMCO or an  affiliate  will  provide  $25  million  of the $29
million in cash that Alan I. Casden is obligated to provide under the Stipulaton
of Settlement in exchange for 531,915 shares of AIMCO Class A Common Stock owned
by The Casden Company,  and (4) The Casden Company will promise to pay to NAPICO
an  aggregate  amount of $35 million  ($7  million  per year for 5 years),  plus
interest,  on a secured,  nonrecourse  basis.  The Casden Company can prepay its
obligation  set forth in item (4) above in shares of AIMCO Class A Common  Stock
having a value based on the greater of $47 per share or the market value of such
shares at the time of payment.

On December 30, 2003,  the  Stipulation of Settlement  with the plaintiff  class
(the  "Plaintiffs")  and their counsel  relating to the settlement of litigation
against the Registrant,  National Partnership  Investments Corp.  ("NAPICO") and
certain  other  defendants  became  effective in accordance  with its terms.  In
addition,  on  December  30,  2003,  the  Settlement  Agreement  with the  prior
shareholders of Casden  Properties,  Inc.,  NAPICO and Apartment  Investment and
Management Company ("AIMCO") also closed in accordance with its terms.

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, 2003.

<PAGE>

                                     PART II

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

The Limited  Partnership  Interests  ("LPI") are not traded on a public exchange
but were sold through a public offering managed by PaineWebber Incorporated.  It
is not  anticipated  that any active public market will develop for the purchase
and sale of any Limited  Partnership  Interest,  therefore  an  investor  may be
unable to sell or otherwise  dispose of his or her interest in the  Partnership.
Limited Partnership Interests may not be transferred but can be assigned only if
certain requirements in the Partnership Agreement are satisfied. At December 31,
2003,  there  were  3,733  registered  holders  of  23,899  Limited  Partnership
Interests  in  NTCP.   The   Partnership   was  not  designed  to  provide  cash
distributions  to Limited  Partners in  circumstances  other than refinancing or
disposition   of  its   investments   in  Local   Partnerships   and  then  such
distributions, if any, may be limited. Distributions have not been made from the
inception of the Partnership to December 31, 2003.

AIMCO  and  its  affiliates  owned  437  limited  partnership  interests  in the
Partnership  representing  1.83% of the  outstanding  interests  at December 31,
2003.  It is  possible  that AIMCO or its  affiliates  will  acquire  additional
limited  partnership  interests  in the  Partnership  in exchange  for cash or a
combination  of  cash  and  units  in  AIMCO  Properties,  L.P.,  the  operating
partnership  of AIMCO,  either  through  private  purchases  or  tender  offers.
Pursuant to the  Partnership  Agreement,  unitholders  holding a majority of the
limited  partnership  interests  are  entitled to take action with  respect to a
variety of matters,  that  include,  but are not  limited to,  voting on certain
amendments  to the  Partnership  Agreement  and  voting  to remove  the  General
Partner.  Although  the General  Partner  owes  fiduciary  duties to the limited
partners of the  Partnership,  the General Partner also owes fiduciary duties to
AIMCO as its sole stockholder.  As a result,  the duties of the General Partner,
as general  partner,  to the Partnership and its limited  partners may come into
conflict  with  the  duties  of the  General  Partner  to  AIMCO,  as  its  sole
stockholder.

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

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

The General  Partner  monitors  developments in the area of legal and regulatory
compliance 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.

Liquidity and Capital Resources

It is not expected that any of the Local  Partnerships  in which the Partnership
invested will generate cash from operations  sufficient to provide distributions
to the Limited Partners. Such cash from operations,  if any, would first be used
to meet operating expenses of the Partnership. The Partnership's investments are
not  readily  marketable  and  may  be  affected  by  adverse  general  economic
conditions  which, in turn, could  substantially  increase the risk of operating
losses for the Apartment Complexes,  the Local Partnerships and the Partnership.
These  problems  may result  from a number of factors,  many of which  cannot be
controlled  by the  General  Partner.  The  Partnership's  cash  reserves  as of
December 31, 2003 were  approximately  $132,000.  During the year ended December
31, 2003, the Partnership paid  approximately  $3,108,000 to the General Partner
for accrued partnership  management fees from proceeds received in 2003 from the
sale of its  interests  in two Local  Partnerships.  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.

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

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

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

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.

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, 2003 and 2002, the  Partnership  recognized
equity in loss of approximately $242,000 and $302,000,  respectively, from Local
Partnerships. During the years ended December 31, 2003 and 2002, the Partnership
recognized  amortization  of  acquisition  costs  of  approximately  $7,000  and
$35,000,  respectively.  During the years ended  December 31, 2003 and 2002, the
Partnership  did not recognize  equity in loss of  approximately  $1,636,000 and
$1,832,000,  respectively,  as the  Partnership's  investment  in certain  Local
Partnerships had been reduced to zero.

At December 31, 2003, the investment  balance in 14 of the 20 Local Partnerships
had been reduced to zero.

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

An annual  management fee is payable to the General  Partner of the  Partnership
and is  calculated  at  0.5  percent  of the  original  invested  assets  of the
remaining  partnerships.  The management fee represents the annual recurring fee
which will be paid to the General  Partner for its continuing  management of the
Partnership's affairs. The fee is payable beginning with the month following the
Partnership's  initial investment in a Local  Partnership.  Management fees were
approximately  $454,000 and  $485,000 for the years ended  December 31, 2003 and
2002, respectively.  The decrease in the management fee is a result of the sales
of limited partnership  interests which reduced the balance of the Partnership's
invested assets.

Operating  expenses,  exclusive  of the  management  fee,  consist  of legal and
accounting  fees for  services  rendered  to the  Partnership  and  general  and
administrative  expenses.  Legal and accounting fees were approximately $142,000
and $112,000 for the years ended December 31, 2003 and 2002,  respectively.  The
increase in legal and accounting  expenses is primarily due to costs  associated
with the sale of limited partnership  interests and the litigation  disclosed in
"Item  3.  Legal   Proceedings".   General  and  administrative   expenses  were
approximately  $122,000 and  $211,000 for the years ended  December 31, 2003 and
2002,  respectively.  The decrease in general and administrative expenses is due
to the Partnership  having paid  approximately  $133,000 in additional  costs in
2002 related to its sale of its interests in two Local  Partnerships in 2001 and
a  decrease  in the costs  associated  with the  preparation  and  filing of the
Partnership's quarterly and annual financial statements.

During the year ended  December 31, 2003 an impairment  charge of  approximately
$182,000 was recognized as a result of the  Partnership's  loss of investment in
Rose City Village (as discussed below). During the year ended December 31, 2002,
impairment  charges of  approximately  $1,819,000 were recognized as a result of
the 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, 2003,  approximately  $416,000 was advanced to the Local
Partnerships,  approximately  $406,000 of which was recognized as expense on the
accompanying statements of operations.  During the year ended December 31, 2002,
approximately $617,000 was recognized as expense on the accompanying  statements
of operations.

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.

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.

Mountain View I and II

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.

Blue Lake

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

Vinton Park School

During the year ended December 31, 2002,  the  Partnership  determined  that its
investment  in one Local Limited  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, 2003,  the
Partnership had no remaining investment balance in this Local Partnership.

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, 2003.

Terrace Gardens

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 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 on the Partnership's statements of operations.

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

Victorian Park

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

Rose City Village

In May 2003,  the property owned by the Local  Partnership  was sold without the
consent or  knowledge of the  Partnership  and without the  requisite  recapture
bond. The Partnership is currently evaluating its options, including litigation.
Given the uncertainty of this event,  the  Partnership  recognized an impairment
loss of approximately $182,000 during the year ended December 31, 2003, reducing
the  investment  balance to zero at December  31,  2003.  Under the terms of the
Partnership  Agreement,  the  Partnership  is not subject to a liability  to the
limited  partners of the  Partnership  for the amounts of Tax Credits at risk of
recapture as a result of the  recapture  bond not being  obtained at the time of
the sale of the property.  The limited  partners will be responsible for any tax
credit recapture liability on their respective tax returns.

Other

AIMCO  and  its  affiliates  owned  437  limited  partnership  interests  in the
Partnership  representing  1.83% of the  outstanding  interests  at December 31,
2003.  It is  possible  that AIMCO or its  affiliates  will  acquire  additional
limited  partnership  interests  in the  Partnership  in exchange  for cash or a
combination  of  cash  and  units  in  AIMCO  Properties,  L.P.,  the  operating
partnership  of AIMCO,  either  through  private  purchases  or  tender  offers.
Pursuant to the  Partnership  Agreement,  unitholders  holding a majority of the
limited  partnership  interests  are  entitled to take action with  respect to a
variety of matters,  that  include,  but are not  limited to,  voting on certain
amendments  to the  Partnership  Agreement  and  voting  to remove  the  General
Partner.  Although  the General  Partner  owes  fiduciary  duties to the limited
partners of the  Partnership,  the General Partner also owes fiduciary duties to
AIMCO as its sole stockholder.  As a result,  the duties of the General Partner,
as general  partner,  to the Partnership and its limited  partners may come into
conflict  with  the  duties  of the  General  Partner  to  AIMCO,  as  its  sole
stockholder.

Recent Accounting Pronouncements

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 for financial statements filed after December 15, 2004.

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. 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 cash  flow,  the
Partnership cannot make any definitive  conclusion on the impact on net earnings
until it completes its evaluation,  including an evaluation of the Partnership's
maximum exposure to loss.

In May 2003,  the FASB issued SFAS 150, which  establishes  standards for how an
issuer   classifies   and   measures   certain   financial    instruments   with
characteristics  of both  liabilities and equity.  The  requirements of SFAS 150
apply  to  the   classification   and  measurement  of  freestanding   financial
instruments.  SFAS 150 is effective  for financial  instruments  entered into or
modified  after May 31, 2003, and otherwise is effective at the beginning of the
first interim period  beginning after June 15, 2003. The Partnership has adopted
SFAS 150 as of July 1, 2003.  Additionally,  in September  2003,  the FASB staff
indicated  that  SFAS 150  also  applies  to the  non-controlling  interests  in
consolidated  finite life partnerships.  However,  on October 29, 2003, the FASB
indefinitely  deferred the provisions of SFAS 150 for finite life  partnerships.
The  adoption  of SFAS 150 did not have a material  impact on the  Partnership's
results of operations taken as a whole.

Critical Accounting Policies and Estimates

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

Method of Accounting for Investments in Limited Partnerships

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

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

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

ITEM 7.    Financial Statements


NATIONAL TAX CREDIT PARTNERS, L.P.

LIST OF FINANCIAL STATEMENTS

Report of Ernst & Young, LLP Independent Auditors.

Balance Sheet - December 31, 2003

Statements of Operations - Years ended December 31, 2003 and 2002

Statements of Changes in Partners' Capital (Deficiency) - Years ended
December 31, 2003 and 2002

Statements of Cash Flows - Years ended December 31, 2003 and 2002

Notes to Financial Statements


<PAGE>


                         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,  2003,  and the  related  statements  of  operations,
partners'  capital  (deficiency) and cash flows for each of the two years in the
period  ended   December  31,  2003.   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 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 investments in these limited partnerships represent 29
percent of the total assets of the  Partnership  as of December 31, 2003 and the
equity in the loss of these  limited  partnerships  represent  10 percent of the
total net income of the  Partnership  for the year ended  December 31, 2003. The
investee  information for these limited  partnerships is included in Notes 2 and
6. 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 audits 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 audits and the reports of the other  auditors
provide a reasonable basis for our opinion.

In our opinion,  based on our audits and the reports of the other auditors,  the
financial statements referred to above present fairly, in all material respects,
the financial position of National Tax Credit Partners,  L.P. as of December 31,
2003,  and the results of its  operations and its cash flows for each of the two
years in the period ended  December  31, 2003,  in  conformity  with  accounting
principles generally accepted in the United States.



                                                          /s/Ernst & Young LLP
Greenville, South Carolina
April 16, 2004


<PAGE>

                       NATIONAL TAX CREDIT PARTNERS, L.P.

                                  BALANCE SHEET

                                December 31, 2003
                                 (in thousands)


<TABLE>
<CAPTION>

                            Assets

<S>                                       <C>                                <C>
Investments in limited partnerships (Note 2)                                 $ 1,405
Cash and cash equivalents (Note 1)                                               132
Advances to limited partnerships (Note 2)                                         10

       Total assets                                                          $ 1,547

         Liabilities and partners' capital (deficiency)

Liabilities:
   Accounts payable and accrued expenses                                       $ 53

Contingencies (Note 5)

Partners' capital (deficiency)
   General partner                                                $ (504)

   Limited partners                                                1,998       1,494

       Total liabilities and partners' capital (deficiency)                  $ 1,547


                See Accompanying Notes to Financial Statements
</TABLE>



<PAGE>


                       NATIONAL TAX CREDIT PARTNERS, L.P.

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

<TABLE>
<CAPTION>

                                                                Years Ended
                                                                December 31,
                                                              2003         2002
   Revenues:
<S>                                                         <C>            <C>
     Interest income                                        $      7       $ 12

   Operating expenses:
     Management fees - partners (Note 3)                         454         485
     Legal and accounting                                        142         112
     General and administrative (Note 3)                         122         211
          Total operating expenses                               718         808

   Loss from Partnership operations                             (711)       (796)
   Gain on sale of limited partnership interests
     (Note 2)                                                  3,331          --
   Impairment loss (Note 2)                                     (182)     (1,819)
   Distributions from limited partnerships recognized
     as income (Note 2)                                          54        1,697
   Advances to limited partnerships charged to expense
     (Note 2)                                                   (406)       (617)

   Gain on extinguishment of debt (Note 2)                       267          --
   Equity in loss of limited partnerships and
     amortization of acquisition costs (Note 2)                 (249)       (337)

   Net income (loss)                                        $ 2,104     $ (1,872)

   Net income (loss) allocated to general partner (1%)        $ 21        $ (19)
   Net income (loss) allocated to limited partners (99%)       2,083      (1,853)
                                                            $  2,104    $ (1,872)

   Net income (loss) per limited partnership interest       $ 87.16     $ (77.53)

                See Accompanying Notes to Financial Statements
</TABLE>

<PAGE>

                       NATIONAL TAX CREDIT PARTNERS, L.P.

           STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIENCY)

                     (in thousands, except interest data)


<TABLE>
<CAPTION>


                                     Special
                                      Limited      General        Limited
                                      Partner      Partner        Partners         Total

Partnership interests                                              23,899

Partners' capital (deficiency)
<S>         <C> <C>                  <C>           <C>            <C>           <C>
   December 31, 2001                 $     1       $ (506)        $ 1,767       $ 1,262

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

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

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

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

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


                See Accompanying Notes to Financial Statements
</TABLE>



<PAGE>



                       NATIONAL TAX CREDIT PARTNERS, L.P.

                            STATEMENTS OF CASH FLOWS

                                 (in thousands)


<TABLE>
<CAPTION>


                                                                        Years Ended
                                                                       December 31,
                                                                   2003            2002
Cash flows from operating activities:
<S>                                                               <C>            <C>
  Net income (loss)                                               $ 2,104        $(1,872)
  Adjustments to reconcile net income (loss) to net cash
   used in operating activities:
     Gain on extinguishment of debt                                  (267)            --
     Equity in loss of limited partnerships and
      amortization of acquisition costs                               249            337
     Advances to limited partnerships charged to expense              406            617
     Impairment loss                                                  182          1,819
     Gain on sale of limited partnership interests                 (3,331)            --
     Changes in accounts:
      Accrued fees due to partners                                 (2,654)        (2,197)
      Accounts payable and accrued expenses                           (12)          (136)

         Net cash used in operating activities                     (3,323)        (1,432)

Cash flows from investing activities:
  Dilution of interest in limited partnerships                         --            668
  Advances to limited partnerships                                   (416)          (617)
  Proceeds from sale of partnership interests                       3,331             --
  Distributions from limited partnerships recognized as a
     reduction of investment balance                                    2          1,451
         Net cash provided by investing activities                  2,917          1,502

Net (decrease) increase in cash and cash equivalents                 (406)            70
Cash and cash equivalents, beginning of year                          538            468

Cash and cash equivalents, end of year                             $ 132          $ 538

                See Accompanying Notes to Financial Statements
</TABLE>

                       NATIONAL TAX CREDIT PARTNERS, L.P.

                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2003

 Note 1 - Organization and Summary of Significant Accounting Policies

 Organization

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

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

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

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

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

 Basis of Presentation

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

 Use of Estimates

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

 Method of Accounting for Investments in Limited Partnerships

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

 Net Income (Loss) Per Limited Partnership Interest

 Net income (loss) per limited partnership interest was computed by dividing the
limited  partners'  share  of  net  income  (loss)  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 $132,000 at December 31, 2003 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 years  ended  December  31,  2003 and 2002,  impairment  charges  of
approximately  $182,000  and  $1,819,000,  respectively,  were  recognized  with
respect to the  investments  in one and three Local  Partnerships,  respectively
(see Note 2).

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 for financial statements filed after December 15, 2004.

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. 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 cash  flow,  the
Partnership cannot make any definitive  conclusion on the impact on net earnings
until it completes its evaluation,  including an evaluation of the Partnership's
maximum exposure to loss.

In May 2003,  the FASB issued SFAS 150, which  establishes  standards for how an
issuer   classifies   and   measures   certain   financial    instruments   with
characteristics  of both  liabilities and equity.  The  requirements of SFAS 150
apply  to  the   classification   and  measurement  of  freestanding   financial
instruments.  SFAS 150 is effective  for financial  instruments  entered into or
modified  after May 31, 2003, and otherwise is effective at the beginning of the
first interim period  beginning after June 15, 2003. The Partnership has adopted
SFAS 150 as of July 1, 2003.  Additionally,  in September  2003,  the FASB staff
indicated  that  SFAS 150  also  applies  to the  non-controlling  interests  in
consolidated  finite life partnerships.  However,  on October 29, 2003, the FASB
indefinitely  deferred the provisions of SFAS 150 for finite life  partnerships.
The  adoption  of SFAS 150 did not have a material  impact on the  Partnership's
results of operations taken as a whole.

Effective January 1, 2002, the Partnership adopted 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 condensed combined  statements of operations  information in Note 2
below have been  restated  as of January 1, 2002 to reflect  the  operations  of
Terrace  Gardens,  Victorian Park, Blue Lake, and Rose City Village as loss from
discontinued operations due to their sales of interests in 2003.

 Note 2 - Investments in Limited Partnerships

The  Partnership  currently  holds  limited  partnership  interests  in 20 Local
Partnerships, located in 12 states. At December 31, 2003, the Local Partnerships
own  residential  projects  consisting  of 1,372  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 5% and 99%). The Partnership is allocated profits and losses
and receives  distributions  from  refinancings and sales in accordance with the
Local Partnerships'  partnership agreements.  These agreements usually limit the
Partnership's  distributions to an amount  substantially less than its ownership
percentage in the Local Partnership.

As a result of its 2.5% ownership of Comfed Qualified,  the Partnership does not
account for its investment for this Local Partnership using the equity method.

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,  2003,  the  investment  balance  in 14 of  the  20  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, 2003,  approximately  $416,000 was advanced to the Local
Partnerships,  approximately  $406,000 of which was recognized as expense on the
accompanying statements of operations.  During the year ended December 31, 2002,
approximately $617,000 was recognized as expense on the accompanying  statements
of operations.

 The following is a summary of the  investments  in Local  Partnerships  for the
year ended December 31, 2003 (in thousands):

Investment balance, beginning of year                           $ 1,838
Impairment loss                                                    (182)
Equity in losses of limited partnerships                           (242)
Amortization of acquisition costs                                    (7)
Distributions recognized as reduction of investment
  balance                                                            (2)
Investment balance, end of year                                 $ 1,405

 The difference  between the investment  per the  accompanying  balance sheet at
December 31, 2003 and the equity per the Local Partnerships'  combined financial
statements  is due  primarily  to  cumulative  unrecognized  equity in losses of
certain Local Partnerships, the Partnership's recording of capital contributions
payable to the Local Partnerships in its investment  balance,  costs capitalized
to the investment account, cumulative distributions recognized as income and the
recognition of impairment losses.

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.

Mountain View I and II

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.

Blue Lake

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

Vinton Park School

During the year ended December 31, 2002,  the  Partnership  determined  that its
investment  in one Local Limited  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, 2003,  the
Partnership had no remaining investment balance in this Local Partnership.

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, 2003.

Terrace Gardens

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 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 on the Partnership's statements of operations.

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

Victorian Park

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

Rose City Village

In May 2003,  the property owned by the Local  Partnership  was sold without the
consent or  knowledge of the  Partnership  and without the  requisite  recapture
bond. The Partnership is currently evaluating its options, including litigation.
Given the uncertainty of this event,  the  Partnership  recognized an impairment
loss of approximately $182,000 during the year ended December 31, 2003, reducing
the  investment  balance to zero at December  31,  2003.  Under the terms of the
Partnership  Agreement,  the  Partnership  is not subject to a liability  to the
limited  partners of the  Partnership  for the amounts of Tax Credits at risk of
recapture as a result of the  recapture  bond not being  obtained at the time of
the sale of the property.  The limited  partners will be responsible for any tax
credit recapture liability on their respective tax returns.

 Selected financial  information from the combined  financial  statements of the
Local  Partnerships  at  December  31, 2003 and for each of the two years in the
period ended December 31, 2003 is as follows:

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

                                                     December 31,
                                                         2003
Assets
  Land                                                 $  3,977
  Building and improvements, net of accumulated
   depreciation of approximately $18,064                 32,521
  Other Assets                                            2,949
Total Assets                                           $ 39,447

Liabilities and Partners Deficit:
Liabilities:
  Mortgage notes payable                               $ 29,210
  Other liabilities                                      13,963
                                                         43,173
Partners' deficit                                        (3,726)

Total Liabilities and Partners' Deficit                $ 39,447

        Condensed Combined Results of Operations of the Local Partnerships
                                 (in thousands)
                                                       Years ended December 31,
                                                         2003            2002
                                                                      (Restated)
Revenues:
   Rental and other                                    $ 7,286         $ 8,917

Expenses:
   Depreciation                                          1,495           1,847
   Interest                                              2,809           3,627
   Operating                                             4,860           5,460
Total expenses                                           9,164          10,934
Loss from continuing operations                         (1,878)         (2,017)
Loss from discontinued operations                           --          (1,168)
Net loss                                               $(1,878)        $(3,185)

 An affiliate of the General Partner managed three and four properties  owned by
Local  Partnerships   during  the  years  ended  December  31,  2003  and  2002,
respectively.  The Local Partnerships pay the affiliate property management fees
in the amount of 5 percent of their gross rental revenues. The amounts paid were
approximately $85,000 for both the years ended December 31, 2003 and 2002.

 Note 3 - Transactions with Affiliated Parties

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

 (a) An annual  Partnership  management fee in an amount equal to 0.5 percent of
invested  assets (as  defined in the  Partnership  Agreement)  is payable to the
General Partner.  For the years ended December 31, 2003 and 2002,  approximately
$454,000 and $485,000,  respectively,  have been expensed.  The Partnership made
payments of accrued management fees of approximately  $3,108,000 during the year
ended December 31, 2003 with proceeds received from the sales of its partnership
interests in two Local Partnerships 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
to NAPICO was approximately $49,000 and $53,000 for the years ended December 31,
2003 and 2002,  respectively,  and is  included  in general  and  administrative
expenses.

 NTC,  or another  affiliate  of the  General  Partner,  is the Local  Operating
General  Partner  in  eleven  of the  Partnership's  20 Local  Partnerships.  In
addition,   NTC  is  either  a  special   limited  partner  or  a  non-managing,
administrative general partner in each Local Partnership.

AIMCO  and  its  affiliates  owned  437  limited  partnership  interests  in the
Partnership  representing  1.83% of the  outstanding  interests  at December 31,
2003.  It is  possible  that AIMCO or its  affiliates  will  acquire  additional
limited  partnership  interests  in the  Partnership  in exchange  for cash or a
combination  of  cash  and  units  in  AIMCO  Properties,  L.P.,  the  operating
partnership  of AIMCO,  either  through  private  purchases  or  tender  offers.
Pursuant to the  Partnership  Agreement,  unitholders  holding a majority of the
limited  partnership  interests  are  entitled to take action with  respect to a
variety of matters,  that  include,  but are not  limited to,  voting on certain
amendments  to the  Partnership  Agreement  and  voting  to remove  the  General
Partner.  Although  the General  Partner  owes  fiduciary  duties to the limited
partners of the  Partnership,  the General Partner also owes fiduciary duties to
AIMCO as its sole stockholder.  As a result,  the duties of the General Partner,
as general  partner,  to the Partnership and its limited  partners may come into
conflict  with  the  duties  of the  General  Partner  to  AIMCO,  as  its  sole
stockholder.

 Note 4 - Income Taxes

 The  Partnership  is not taxed on its income.  The  partners are taxed in their
individual  capacities based on their  distributive  share of the  Partnership's
taxable  income  or  loss  and are  allowed  the  benefits  to be  derived  from
off-setting  their  distributive  share of the tax losses against taxable income
from other sources  subject to passive loss  limitations.  The taxable income or
loss differs from  amounts  included in the  statements  of  operations  because
different  methods  are used in  determining  the  losses of the  Local  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,
                                                      2003           2002
                                                        (in thousands)

Net income (loss) per financial statements          $  2,104      $ (1,872)
  Partnership fees                                    (2,577)       (2,339)
  Other                                               (1,000)         (170)
  Partnership's share of limited local
   partnership                                         9,145        (1,151)
Income (loss) per tax return                         $ 7,672      $ (5,532)
Income (loss) per limited partnership interest        $ 321        $ (229)

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

                                                    December 31, 2003
                                                     (in thousands)
      Net assets as reported                           $  1,494
      Add (deduct):
        Intangible (net)                                  6,225
        Deferred offering costs                           7,745
        Investment in Partnerships                       (8,378)
        Other                                            (1,834)
      Net assets - federal tax basis                   $  5,252

 Note 5 - Contingencies

On August 27, 1998, two investors holding an aggregate of eight units of limited
partnership  interest  in Real  Estate  Associates  Limited  III (an  affiliated
partnership in which National  Partnership  Investments Corp.  ("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  against  the   Partnership,   NAPICO  and  certain  other
defendants. The claims included, but were not limited to, claims for breaches of
fiduciary duty to the limited  partners of certain  NAPICO-managed  partnerships
and  violations of 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. 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 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 April 29, 2003, the court entered  judgment  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, both amounts plus interest of  approximately  $25.6 million,
and for punitive damages against NAPICO in the amount of $2.6 million.

On August 11, 2003,  Apartment  Investment and Management  Company ("AIMCO") and
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  principal  terms  of the
Stipulation of Settlement include,  among other things (1) payments in both cash
($29 million) and stock ($19  million) by Alan I. Casden,  on behalf of himself,
NAPICO and other defendants,  to the Plaintiffs,  (2) guaranteed  payments in an
aggregate  amount  of $35  million  ($7  million  per  year for 5  years),  plus
interest,  by NAPICO to the  Plaintiffs,  (3) a release of claims of all parties
associated with the litigation and (4) joint agreement by the parties to request
that a new judgment be entered in the litigation to, among other things, expunge
the judgment originally entered against NAPICO and the other defendants.

In connection with the Stipulation of Settlement, on August 12, 2003, 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,   among  other  things,  that  (1)  NAPICO  will
voluntarily  discontinue  the action it  commenced  on May 13, 2003  against the
former  shareholders  of Casden  Properties,  Inc. and other  indemnitors in the
Casden  Merger,  (2) Alan I. Casden and certain  related  entities  will resolve
certain  pending  claims for  indemnification  made by  NAPICO,  AIMCO and their
affiliates,  (3) AIMCO or an  affiliate  will  provide  $25  million  of the $29
million in cash that Alan I. Casden is obligated to provide under the Stipulaton
of Settlement in exchange for 531,915 shares of AIMCO Class A Common Stock owned
by The Casden Company,  and (4) The Casden Company will promise to pay to NAPICO
an  aggregate  amount of $35 million  ($7  million  per year for 5 years),  plus
interest,  on a secured,  nonrecourse  basis.  The Casden Company can prepay its
obligation  set forth in item (4) above in shares of AIMCO Class A Common  Stock
having a value based on the greater of $47 per share or the market value of such
shares at the time of payment.

On December 30, 2003,  the  Stipulation of Settlement  with the plaintiff  class
(the  "Plaintiffs")  and their counsel  relating to the settlement of litigation
against the Registrant,  National Partnership  Investments Corp.  ("NAPICO") and
certain  other  defendants  became  effective in accordance  with its terms.  In
addition,  on  December  30,  2003,  the  Settlement  Agreement  with the  prior
shareholders of Casden  Properties,  Inc.,  NAPICO and Apartment  Investment and
Management Company ("AIMCO") also closed in accordance with its terms.

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 6 - Real Estate and Accumulated  Depreciation  of Local  Partnerships in
 which NTCP Has Invested as of December 31, 2003

<TABLE>
<CAPTION>


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

<S>                      <C>         <C>      <C>         <C>       <C>
Appletree Apts.          $    877    $    74  $ 1,248     $  1,322  $   463
Countryview/Columbus        3,228        320    3,950        4,270      277
Apts.
Dickens Apts.               1,210       105     2,318        2,423      834
Genoa Plaza                 1,309         98    1,705        1,803      660
Glenark Apts. (A)              --         --       --           --       --
Grand Meadows Apts.         1,821       112     3,500        3,612    1,346
Grinnell Park Apts.           585        48       804          852      314
Kimberly Court Apts.        1,460       234     1,762        1,996      696
Mountain View I             3,008        686   4,338        5,024    1,938
Mountain View II            3,996        866   5,378        6,244    1,566
North Liberty Apts.           589         48      740          788      320
Paris Hotel Apts.             656        179    1,539        1,718      566
Rolling Hills Apts.         4,250        800   11,866       12,666    4,606
Summit I Apts. (A)             --         --       --           --       --
Summit II Apts. (A)            --         --       --           --       --
Summit III Apts. (A)           --         --       --           --       --
Torres de Plata I           2,972        161    3,747        3,908    1,837
Tyrone Elderly              2,609        100    4,945        5,045    1,845
Vinton/Park School            640        146    2,745        2,891      796
                          $29,210    $ 3,977  $50,585     $ 54,562  $18,064
</TABLE>

 (A) Information is not available for this entity.

(2) Reconciliation of real estate

                                                 Year Ended December 31,
                                                           2003
                                                      (in thousands)
Balance at beginning of year                             $ 95,003
Disposals during the year                                      (1)
Disposals of rental properties                            (40,440)
Balance at end of year                                   $ 54,562

(3) Reconciliation of accumulated depreciation

                                                 Year Ended December 31,
                                                           2003
                                                      (in thousands)
Balance at beginning of year                             $ 33,614
Depreciation expense for the year                           1,495
Disposals of rental properties                            (17,045)
Balance at end of year                                   $ 18,064

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

None.

ITEM 8A.    Controls and Procedures

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

 (b) Internal Control Over Financial Reporting.  There have not been any changes
in the Partnership's  internal control over financial reporting (as such term is
defined in Rules  13a-15(f)  and  15d-15(f)  under the Exchange  Act) during the
fourth quarter of 2003 that have materially  affected,  or are reasonably likely
to  materially  affect,  the  Partnership's   internal  control  over  financial
reporting.

                                    PART III

 ITEM 9.     Directors and Executive Officers of the Registrant

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

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

Peter K. Kompaniez              58    Director
David R. Robertson              37    President, Chief Executive Officer
                                        and Director
Charles McKinney                52    Senior Vice President and Director
                                        of Asset Management
Jeffrey H. Sussman              38    Senior Vice President, General
                                        Counsel and Secretary
Brian H. Shuman                 41    Senior Vice President and Chief
                                        Financial Officer

Peter K.  Kompaniez  has been  Director of the General  Partner since April 1,
2002. Mr.  Kompaniez has been Vice Chairman of the Board of Directors of AIMCO
since July 1994 and was appointed  President in July 1997.  Mr.  Kompaniez has
also  served  as Chief  Operating  Officer  of NHP  Incorporated  after it was
acquired by AIMCO in December 1997.  Effective  April 1, 2004,  Mr.  Kompaniez
resigned as President of AIMCO.  Mr.  Kompaniez  will  continue in his role as
Director of the General  Partner and Vice  Chairman of AIMCO's  Board and will
serve  AIMCO on a variety of special  and  ongoing  projects  in an  operating
role.

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

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

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

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

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

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

ITEM 10.    Executive Compensation

None  of  the  directors  and  officers  of the  General  Partner  received  any
remuneration from the Partnership during the year ended December 31, 2003.

 ITEM 11.Security Ownership of Certain Beneficial Owners and Management

 (a) Security Ownership of Certain Beneficial Owners

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

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

 ITEM 12.Certain Relationships and Related Transactions

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

 (a) An annual  Partnership  management fee in an amount equal to 0.5 percent of
invested  assets (as  defined in the  Partnership  Agreement)  is payable to the
General Partner.  For the years ended December 31, 2003 and 2002,  approximately
$454,000 and $485,000,  respectively,  have been expensed.  The Partnership made
payments of  approximately  $3,108,000  during the year ended  December 31, 2003
with proceeds received from the sales of its partnership  interests in two Local
Partnerships 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
to NAPICO was approximately $49,000 and $53,000 for the years ended December 31,
2003 and 2002,  respectively,  and is  included  in general  and  administrative
expenses.

 NTC,  or another  affiliate  of the  General  Partner,  is the Local  Operating
General  Partner  in  eleven  of the  Partnership's  20 Local  Partnerships.  In
addition,   NTC  is  either  a  special   limited  partner  or  a  non-managing,
administrative general partner in each Local Partnership.

An affiliate of the General Partner  managed three and four properties  owned by
Local  Partnerships   during  the  years  ended  December  31,  2003  and  2002,
respectively.  The Local Partnerships pay the affiliate property management fees
in the amount of 5 percent of their gross rental revenues. The amounts paid were
approximately $85,000 for both the years ended December 31, 2003 and 2002.

AIMCO  and  its  affiliates  owned  437  limited  partnership  interests  in the
Partnership  representing  1.83% of the  outstanding  interests  at December 31,
2003.  It is  possible  that AIMCO or its  affiliates  will  acquire  additional
limited  partnership  interests  in the  Partnership  in exchange  for cash or a
combination  of  cash  and  units  in  AIMCO  Properties,  L.P.,  the  operating
partnership  of AIMCO,  either  through  private  purchases  or  tender  offers.
Pursuant to the  Partnership  Agreement,  unitholders  holding a majority of the
limited  partnership  interests  are  entitled to take action with  respect to a
variety of matters,  that  include,  but are not  limited to,  voting on certain
amendments  to the  Partnership  Agreement  and  voting  to remove  the  General
Partner.  Although  the General  Partner  owes  fiduciary  duties to the limited
partners of the  Partnership,  the General Partner also owes fiduciary duties to
AIMCO as its sole stockholder.  As a result,  the duties of the General Partner,
as general  partner,  to the Partnership and its limited  partners may come into
conflict  with  the  duties  of the  General  Partner  to  AIMCO,  as  its  sole
stockholder.

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

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

         Exhibit        32.1 Certification  Pursuant to 18 U.S.C.  Section 1350,
                        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 Countryview  Columbus,
                        Ltd.

         Exhibit 99.9   Independent   Auditors   Report  for   Mountain   View
                        Properties

(b) Reports on Form 8-K filed during the quarter ended December 31, 2003:

      Current  Report on Form 8-K dated  November 24, 2003 and filed on November
      26, 2003,  disclosing the court approval of the  Stipulation of Settlement
      between the General Partner and the plaintiffs.

      Current Report on Form 8-K dated December 30, 2003 and filed on January 2,
      2004,  disclosing  the principal  terms of the  Stipulation  of Settlement
      between the General Partner and the plaintiffs.


<PAGE>



Item 14.    Principal Accounting Fees and Services

The General Partner has reappointed Ernst & Young LLP as independent auditors to
audit the financial statements of the Partnership for 2004.

Audit  Fees.  The  Partnership   paid  to  Ernst  &  Young  LLP  audit  fees  of
approximately $37,000 and $28,000 for 2003 and 2002, respectively.

Tax Fees.  The  Partnership  paid to Ernst & Young LLP fees for tax services for
both 2003 and 2002 of approximately $24,000.


<PAGE>


                                     SIGNATURES


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


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

                                    By:   NATIONAL   PARTNERSHIP   INVESTMENTS
                                      CORP.
                                          General Partner


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


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

                                    Date: May 4, 2004

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:   May  4, 2004
Peter K. Kompaniez



/s/David R. Robertson         President, Chief Executive   Date:   May  4, 2004
David R. Robertson             Officer and Director



/s/Brian H. Shuman            Senior Vice President and    Date:   May  4, 2004
Brian H. Shuman                 Chief Financial Officer


<PAGE>


                       NATIONAL TAX CREDIT PARTNERS, L.P.
                                  EXHIBIT INDEX


Exhibit     Description of Exhibit

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

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

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

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

  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 Countryview Columbus, Ltd.

  99.9      Independent Auditors Report for Mountain View Properties



<PAGE>


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

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

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

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

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

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

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

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

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

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


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


Date:  May 4, 2004

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


<PAGE>



Exhibit 31.2


                                  CERTIFICATION


I, Brian H. Shuman, certify that:


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

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

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

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

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

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

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

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

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


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


Date:  May 4, 2004

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


<PAGE>


Exhibit 32.1


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




In  connection  with the Annual  Report on Form  10-KSB of  National  Tax Credit
Partners,  L.P.  (the  "Partnership"),  for the year ended  December 31, 2003 as
filed with the  Securities  and  Exchange  Commission  on the date  hereof  (the
"Report"),  David R. Robertson, as the equivalent of the chief executive officer
of the  Partnership,  and  Brian  H.  Shuman,  as the  equivalent  of the  chief
financial  officer of the  Partnership,  each hereby  certifies,  pursuant to 18
U.S.C.  Section 1350, as adopted  pursuant to Section 906 of the  Sarbanes-Oxley
Act of 2002, that, to the best of his knowledge:


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

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


                                           /s/David R. Robertson
                                    Name:  David R. Robertson
                                    Date:  May 4, 2004


                                           /s/Brian H. Shuman
                                    Name:  Brian H. Shuman
                                    Date:  May 4, 2004


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


<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., (a
limited partnership) as of December 31, 2003 and 2002 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  Rolling  Hills
Apartments,  Ltd.'s  management.  Our responsibility is to express an opinion on
these financial statements based on our audit.

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 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  provides  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,  2003  and  2002  and the  results  of its
operations, changes in partners' deficit and 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  February  11,  2004 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  supporting  data  included in the
report  (shown  on  pages 14  through  27) are  presented  for the  purposes  of
additional  analysis and are not a required part of the 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 financial statements taken as a whole.

Respectfully Submitted,

/s/Morowitz & Company, LLC

Galloway, NJ
February 11, 2004


<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, 2003,  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, 2003, 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  30,  2004 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 30, 2004
Skokie, Illinois


<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, 2003 and 2002,  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 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.

The Partnership's  recurring losses and other conditions indicate that it should
review its  long-lived  assets for  impairment in accordance  with  Statement of
Financial  Accounting  Standards  No.  144,  Accounting  for the  impairment  or
Disposal of  Long-Lived  Assets.  Management  has not  performed an analysis for
impairment as required by Statement of Financial  Accounting  Standards No. 144.
Therefore,  the Partnership has excluded from the accompanying balance sheet and
statement of income any impairment write down.

In our opinion,  except for the effects of not performing an impairment analysis
in 2003,  as discussed in the  preceding  paragraph,  the  financial  statements
referred to above  present  fairly,  in all  material  respects,  the  financial
position of Genoa Plaza,  Limited  Partnership as of December 31, 2003 and 2002,
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.

The  accompanying  financial  statements  have been  prepared  assuming that the
Partnership  will  continue as a going  concern.  As  discussed in Note 6 to the
financial  statements,  the  Partnership  has  suffered  recurring  losses  from
operations,  its total liabilities  exceeds its total assets and it has not been
able to generate  sufficient cash flow for operations to fund required  reserves
and  escrows or  operating  expenses.  This raises  substantial  doubt about the
Partnership's  ability to continue  as a going  concern.  Management's  plans in
regard to these matters area also described in Note 6. The financial  statements
do not  include  any  adjustments  that might  result  from the  outcome of this
uncertainty.

In accordance with Government Auditing  Standards,  we have also issued a report
dated  January  21,  2004  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.


<PAGE>



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 21, 2004


<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, 2003 and 2002, 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.  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, 2003 and 2002,  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 15, 2004


<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, 2003 and 2002,  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, 2003 and 2002, 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 15, 2004


<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, 2003 and 2002,  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, 2003 and 2002, 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 15, 2004,  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 15, 2004
License No. 169
San Juan, Puerto Rico



<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  sheet of Grand  Meadows II Limited
Dividend   Housing   Association   Limited   Partnership  (a  Michigan   Limited
Partnership), MSHDA Development No. 827, as of December 31, 2003, 2002 and 2001,
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, 2003,  2002 and 2001, 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 February 6, 2004 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/Plante & Moran, PLLC


East Lansing, Michigan
February 6, 2004



<PAGE>



Exhibit 99.8

Independent Auditors' Report

To the Partners
Countryview Columbus, Ltd.

We have audited the accompanying balance sheet of Countryview Columbus,  Ltd. as
of December  31,  2003 and the  related  statements  of  operations,  changes in
partners'  equity  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 conducted  our audit in  accordance  with U.S.  generally  accepted  auditing
standards.  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 provides 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 Countryview Columbus,  Ltd. as
of December  31, 2003 and the results of its  operations  and its cash flows for
the year then  ended in  conformity  with  U.S.  generally  accepted  accounting
principles.

The  financial  statements  have been  prepared  assuming the  Partnership  will
continued  as  a  going  concern.  As  discussed  in  Note  5 to  the  financial
statements, the Partnership's recurring losses raise substantial doubt about the
Partnership's  ability to continue as a going concern.  Management's  plans with
regard to these matters are described in Note 5. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.

/s/Altschuler, Melvoin and Glasser LLP


Los Angeles, California
January 21, 2004



<PAGE>


Exhibit 99.9


INDEPENDENT AUDITORS' REPORT

To the Partners
Mountain View Limited Partnership and
Mountain View Limited Partnership II


We have  audited  the  accompanying  combined  balance  sheet of  Mountain  View
Properties  (New Mexico  limited  partnerships)  as of December 31, 2003 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 U.S.  generally  accepted  auditing
standards.  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 combined  financial  statements  referred to above  present
fairly,  in all  material  respects,  the  financial  position of Mountain  View
Properties as of December 31, 2003 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
February 23, 2004