<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

                   QUARTERLY REPORT UNDER SECTION 13 or 15 (d)
                     of the Securities Exchange Act of 1934
                      for the quarter ended March 31, 2000


                             Commission File Number
                                     0-17669
                                     -------


                   NATIONAL HOUSING TRUST LIMITED PARTNERSHIP
                        (A Delaware Limited Partnership)


                 I.R.S. Employer Identification No.  04-2981989
                                                     ----------

                    2335 North Bank Drive, Columbus, OH 43220
       Registrant's Telephone Number, Including Area Code: (614) 451-9929


        Securities Registered Pursuant to Section 12(b) of the Act: None
           Securities Registered Pursuant to Section 12(g) of the Act:

                      Units of Limited Partnership Interest



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

                                       1
<PAGE>

                   NATIONAL HOUSING TRUST LIMITED PARTNERSHIP
                         A DELAWARE LIMITED PARTNERSHIP
                            March 31, 2000 FORM 10-Q

                               TABLE OF CONTENTS

PART I  FINANCIAL INFORMATION                                         PAGE NO.
-----------------------------                                         --------

Item 1.     Unaudited Combined Financial Statements

      Combined Balance Sheets ............................................ 3

      Combined Statements of Operations .................................. 5

      Combined Statements of Cash Flows .................................. 6

      Notes to Combined Financial Statements ............................. 7

Item 2.   Management's Discussion and Analysis of
          Financial Condition and Results
          of Operations .................................................. 8

Item 3.   Quantitative and Qualitative Disclosures about Market Risk .....13

PART II OTHER INFORMATION
-------------------------

      Other Information ..................................................14

      Signatures .........................................................15

                                       2
<PAGE>

                   NATIONAL HOUSING TRUST LIMITED PARTNERSHIP
            AND ITS SUBSTANTIALLY WHOLLY-OWNED OPERATING PARTNERSHIPS
    COMBINED BALANCE SHEETS MARCH 31, 2000 (UNAUDITED) AND DECEMBER 31, 1999
                                 (In Thousands)



<TABLE>
<CAPTION>

                                               March 31          December 31
ASSETS                                           2000               1999
-------------------------------------------   ----------        -------------
<S>                                           <C>                  <C>
Current Assets:
     Cash and cash equivalents                $      962           $      914
     Tenants' security deposits                      461                  439
     Mortgage escrow deposits                        654                  551
     Prepaid expenses and other assets               853                  822
                                              ----------           ----------
          Total current assets                     2,930                2,726
                                              ----------           ----------


Restricted Cash:                                   5,952                6,042
                                              ----------           ----------

Rental property:
     Buildings and improvements                   69,006               69,006
     Furniture and equipment                       2,512                2,512
                                              ----------           ----------
                                                  71,518               71,518
       Less accumulated depreciation             (27,867)             (27,149)
                                              ----------           ----------
                                                  43,651               44,369
     Land                                          3,305                3,305
                                              ----------           ----------
                                                  46,956               47,674
                                              ----------           ----------

          Total assets                        $   55,838           $   56,442
                                              ==========           ==========
</TABLE>


                     The accompanying notes are an integral
                   part of the combined financial statements.

                                       3
<PAGE>

                   NATIONAL HOUSING TRUST LIMITED PARTNERSHIP
           AND ITS SUBSTANTIALLY WHOLLY-OWNED OPERATING PARTNERSHIPS
                       COMBINED BALANCE SHEETS, CONTINUED
                    (In Thousands, except Investment Units)



<TABLE>
<CAPTION>
LIABILITIES AND PARTNERS' CAPITAL               March 31,          December 31,
                                                  2000                1999
------------------------------------------   ----------------    --------------
                                               (Unaudited)
<S>                                         <C>                 <C>
Current liabilities:
     Accounts payable and accrued expenses   $          2,592    $        2,359
     Rents received in advance                             65               177
     Deposits held                                        456               445
     Accrued interest on mortgage notes
      payable                                             251               279
     Current maturities of term debt                    1,088             1,088
                                             ----------------    --------------

          Total current liabilities                     4,452             4,348
                                             ----------------    --------------

Term debt, less current maturities:
     Mortgage notes payable                            39,177            39,436
     Promissory notes, including accrued
        interest payable                               31,046            30,580
                                             ----------------    --------------
                                                       70,223            70,016
                                             ----------------    --------------


Partners' capital:
     General Partners:
       NHT, Inc.                                          (24)              (24)
       Other Operating General Partners                  (150)             (141)

     Limited partners:
       Issued and outstanding  1,014,668
          investment units                            (18,663)          (17,757)
                                             ----------------    --------------

                                                      (18,837)          (17,922)
                                             ----------------    --------------

          Total liabilities and partners'
           capital                           $         55,838    $       56,442
                                             ================    ==============
</TABLE>



                     The accompanying notes are an integral
                   part of the combined financial statements.

                                       4
<PAGE>

                   NATIONAL HOUSING TRUST LIMITED PARTNERSHIP
           AND ITS SUBSTANTIALLY WHOLLY-OWNED OPERATING PARTNERSHIPS
                 COMBINED STATEMENTS OF OPERATIONS (UNAUDITED)
               FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
                    (In Thousands, except per Unit Amounts)


<TABLE>
<CAPTION>
                                                        2000          1999
                                                      -------        -------
<S>                                                   <C>           <C>
Revenues:
     Rental revenues                                   $ 2,889        $ 2,911
     Other income                                          118            108
                                                       -------        -------

        Total revenues                                   3,007          3,019
                                                       -------        -------

Expenses:
     Administration                                        467            435
     Operating and maintenance                             751            663
     Management fees                                       238            322
     Partnership asset management fees                      82             80
     Utilities                                             400            383
     Taxes and insurance                                   458            475
     Depreciation and amortization                         705            695
                                                       -------        -------

        Total expenses                                   3,101          3,053
                                                       -------        -------

        Loss from rental operations                        (94)           (34)
                                                       -------        -------

Other revenues and (expenses):
     Interest income                                        48             48
     Interest expense                                     (869)          (865)
                                                       -------        -------

          Net loss                                     $  (915)       $  (851)
                                                       =======        =======

Net loss per limited partnership unit                  $ (0.90)       $ (0.84)
                                                       =======        =======
</TABLE>



                     The accompanying notes are an integral
                   part of the combined financial statements.

                                       5
<PAGE>

                   NATIONAL HOUSING TRUST LIMITED PARTNERSHIP
           AND ITS SUBSTANTIALLY WHOLLY-OWNED OPERATING PARTNERSHIPS
                 COMBINED STATEMENTS OF CASH FLOWS (UNAUDITED)
               FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
                                 (In Thousands)

<TABLE>
<CAPTION>
                                                        2000          1999
                                                      ------        ------
<S>                                                  <C>          <C>
Cash flows from operating activities:
     Net loss                                         $ (915)       $ (851)
     Adjustments to reconcile net loss to net cash
      provided by operating activities:
          Depreciation and amortization                  705           695
          Accrued interest on promissory notes           466           431
     Changes in operating assets and liabilities:
          Increase in deposits, prepaids and other
           assets                                       (143)         (191)
          Increase in accounts payable
           and accrued expenses                          233           569
          Decrease in other current liabilities         (129)          (83)
                                                      ------        ------
Cash provided by operations                              217           570
                                                      ------        ------

Investing activities:
     Additions to buildings, furniture and
       equipment, net                                      -          (341)
     Withdrawals (deposits) to restricted cash, net       90          (366)
                                                      ------        ------
        Cash used for investing activities                90          (677)
                                                      ------        ------

Financing Activities:
     Additions to term debt                                -            50
     Payments of term debt                              (259)         (238)
                                                      ------        ------
       Net cash used for financing activities           (259)         (188)
                                                      ------        ------

Increase (decrease) in cash and cash equivalents          48          (295)

Cash and cash equivalents beginning of  year             914           982
                                                      ------        ------

Cash and cash equivalents end of period               $  962        $  687
                                                      ======        ======
</TABLE>



                     The accompanying notes are an integral
                   part of the combined financial statements.

                                       6
<PAGE>

                 NATIONAL HOUSING TRUST LIMITED PARTNERSHIP AND
             ITS SUBSTANTIALLY WHOLLY OWNED OPERATING PARTNERSHIPS
                                  (UNAUDITED)
                     NOTES TO COMBINED FINANCIAL STATEMENTS

NOTE A--BASIS OF PRESENTATION

The accompanying combined financial statements include the accounts of National
Housing Trust Limited Partnership (Investment Partnership) and the Operating
Partnerships in which it has acquired significant limited partnership interests.

The information furnished reflects all adjustments (all of which were of a
normal recurring nature) which are, in the opinion of management, necessary to
fairly present the combined financial position, results of operations, and cash
flows on a consistent basis.

The accompanying unaudited combined financial statements are presented in
accordance with the requirements for Form 10-Q and consequently do not include
all disclosures normally required by generally accepted accounting principles.
Reference should be made to the Partnership's 1998 Annual Report on Form 10-K
for additional disclosures including a summary of the Partnership's accounting
policies which are not significantly different.

                                       7
<PAGE>

ITEM 2  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATIONS

General
-------

In 1988, the Investment Partnership raised $20,293,000 in gross proceeds through
a public offering.  After paying the selling, offering and organization expenses
of the offering, the Investment Partnership had $17,249,000 in net proceeds.  Of
the net proceeds, $260,000 was deposited in the Investment Partnership reserve
and $16,989,000 was invested in 31 Operating Partnerships.  The 31 Operating
Partnerships that were acquired own low-income housing developments eligible for
the low-income housing tax credit.  One of the Properties was also eligible for
the historic rehabilitation tax credit.  The 31 acquisitions occurred from
October 1988 through March 1990.  Two Operating Partnerships were liquidated in
1998, having paid remaining Operating Partnership liabilities out of available
Operating Partnership cash.  Any cash in excess of liabilities was distributed
to the Partnership.  No distribution will be made to Unit holders.  The
Springchase Apartments Limited Partnership has been dissolved.  The Trinidad
Apartments Limited Partnership is expected to be dissolved once all legal suits
are resolved.

Each Operating Partnership's Property qualifies for the LIHTC.  The LIHTC  was
created by the 1986 Tax Reform Act and is governed by Section 42 of the Internal
Revenue Code.  In order for a Property to qualify for the LIHTC, the Property
must be utilized as a low-income property for 15 years before it can be sold.
The General Partner anticipates the Properties will be sold in the years 2003
through 2008.  The Investment Partnership serves as a conduit of the Operating
Partnerships' tax credits, passive losses, portfolio income and other tax
information to the holders of Units of limited partnership interest in the
Investment Partnership (the "Unit holders").  The LIHTCs are allocated to the
Unit holders for 10 years after a property has been placed in service and rented
up.  The tax credits were first allocated to Unit holders in 1988 and are
anticipated to continue until 2001. The Investment Partnership elected a special
option available in 1990 to accelerate the LIHTC for individuals who had an
interest in the Investment Partnership before October 26, 1990. Qualifying Unit
holders received a tax credit of 150% of the LIHTC otherwise allowable for the
first tax year ending December 31, 1990. The remaining tax credit available for
1991 and subsequent tax years is being reduced on a pro rata basis by the amount
of the 1990 increased credit. Non-qualifying Unit holders will receive the
original unaccelerated tax credit for the remaining qualifying tax years of
their investment.

An analysis of future tax credits anticipated based upon current information and
assuming no changes in the Operating Partnerships indicates an estimate of
future tax credits for the qualifying Unit holders who received the 1990
acceleration to be as follows:  approximately $ .35 of credit per unit in 2000;
and approximately $ .19 of credit per unit in 2001.

In certain respects government-assisted housing complexes differ from
conventional housing complexes.  These include (a) greater financing leverage
than is usual in conventional complexes, (b) review of compliance with
construction and other standards and (c) various contingency reserves required
in connection with such government assistance programs.  Government-assisted
housing is also subject to special conditions and risks including, but not
limited to, (a) general surveillance by the appropriate governmental assistance
agency, which may include the application of rental and other guidelines
affecting tenant eligibility, operating costs and rental levels, (b) maintenance
of a reserve fund for replacements in an amount paid concurrently with
amortization of the mortgage and in addition to payments of principal and
interest, restricted such that withdrawals from the fund are subject to the
prior approval of the appropriate governmental assistance agency, (c) compliance
with the HUD regulations regarding management of the premises, (d) limitations
on salability, as contained in regulatory agreements with the appropriate
governmental assistance agency, (e) limitations on rent increases, and (f) the
uncertain effects of changes in complex rules and regulations governing such
government-assisted programs, or changes in the manner in which those
regulations are interpreted.

Government assistance payments may be reduced in the event that a project rents
less than 100% of its units eligible for rental subsidies to qualified low
income tenants.  HUD generally elects to reduce subsidies only in the event that
occupancy levels for qualified tenants drop below 95% for a period of two years.
Finally, HUD commitments are

                                       8
<PAGE>

subject to HUD's appropriation of federal funds sufficient to meet its
obligations in any given year. At the present time, certain legislative
initiatives and governmental budget negotiations could result in a reduction of
funds available for the various HUD-administered housing programs and could also
result in new limitations on subsidized rent levels. This in turn could
adversely impact the net operating income generated by the Properties.

Real property investments are subject to varying degrees of risk.  Revenues and
property values may be adversely affected by the general economic climate, the
local economic climate and local real estate conditions, including (i) the
perceptions of prospective tenants of the attractiveness of the property; (ii)
the ability to retain qualified individuals to provide adequate management and
maintenance of the property; (iii) the inability to collect rent due to
bankruptcy or insolvency of tenants or otherwise; and (iv) increased operating
costs.  Real estate values may also be adversely affected by such factors as
applicable laws, including tax laws, interest rate levels and the availability
of financing.

The availability of a pool of qualified and interested buyers for the Investment
Partnership's remaining assets is critical to the Investment Partnership's
ability to realize the fair market values of such properties at the time of
their final dispositions.  Demand by buyers of multi-family apartment properties
is affected by many factors, including the size, quality, age, condition and
location of the subject property, potential environmental liability concerns,
the existing debt structure, the liquidity in the debt and equity markets for
asset acquisitions, the general level of market interest rates and the general
and local economic climates.  In addition, because of the government
restrictions on rental revenues and the related capital expenditure reserve
requirements and cash flow distribution limitations, there are a limited number
of potential buyers in the market for government subsidized, low-income housing
properties such as the Investment Partnership has invested in.  Furthermore, the
current uncertainty regarding potential future reductions in the level of
federal government assistance for these programs may further restrict the
Properties' marketability.

The Properties are subject to substantial debt, in many cases including seller
financing on which interest has accrued since the Investment Partnership
invested in the Properties.  Most of the Properties are dependent upon
continuing government subsidies.  In addition, many of the Properties are
located in market areas that would not support current rents.  Finally, most of
the Properties are subject to use restrictions that limit their use to low-
income housing beyond the end of the tax credit compliance period.

The ownership structure of the Investment Partnership's investments through
Operating Partnerships could adversely impact the timing of the Investment
Partnership's planned dispositions of its remaining assets and the amount of
proceeds received from such dispositions.  It is possible that the general
partners of the Operating Partnerships could have economic or business
interests, which are inconsistent with those of the Investment Partnership.
Given the limited rights which the Investment Partnership has under the terms of
the Operating Partnership agreements, any conflict between the partners could
result in delays in completing a sale of the related operating property and
could lead to an impairment in the marketability of the property to third
parties for purposes of achieving the highest possible sale price.

For these and other reasons, in Management's judgement, upon sale of many of the
Properties, it is likely that sale proceeds will not be in excess of the debt
financing, liabilities of the Operating Partnership, the expenses of sale and
liabilities of the Investment Partnership, therefore, it is likely that the sale
proceeds will not be sufficient to make any distribution to the Unit holders
and, depending on the Unit holders tax situation, the Unit holder may incur tax
liability without cash distributions to pay the taxes resulting from those
sales.

Properties
----------

As of March  31, 2000, average occupancy of the Properties was 95%.

The financial performance of the Operating Partnerships will be impacted by the
competition from comparable properties in their local market areas.  The
occupancy levels achievable at the Properties and the rental rates at the non-
subsidized Properties are largely a function of supply and demand in the
markets.  In many markets across the country, development of new multi-family
properties has increased significantly over the past two years.  Existing
apartment properties in such markets could be expected to experience increased
vacancy levels, declines in effective rental rates and, in some cases, declines
in estimated market values as a result of the increased competition.  There

                                       9
<PAGE>

are no assurances that these competitive pressures will not adversely affect the
operations and/or market values of the Operating Partnerships in the future and,
in particular, subsequent to the expiration of any existing subsidy agreements.

Two Fort Worth Texas Properties
-------------------------------

Two properties located in Ft. Worth, Texas had experienced cash flow
difficulties and a decline in value (See Notes 1 and 5 of the Combined Financial
Statements).   During 1993, the General Partner resolved a dispute with a former
Managing General Partner who had not made mortgage payments on one of the
properties and failed to comply with its Operating Deficit Guarantee. Due to the
nonpayment of the two properties' mortgages by the former Managing General
Partner, the mortgages were assigned to the U.S. Department of Housing and Urban
Development (HUD).  In September 1995, HUD auctioned off the mortgage loans for
these properties.  The General Partner bid on the mortgage loans, but a Texas
bank was the successful bidder.  The General Partner attempted to negotiate with
the bank, seeking a consensual agreement to restructure the debt.   The bank
responded with a notice dated March 12, 1996  accelerating the maturity of the
indebtedness under the Notes, demanding payment in full and giving notice that
if the indebtedness was not paid in full, the bank would cause the trustee under
the deeds of trust securing the Notes to conduct a foreclosure sale on April 2,
1996.

The General Partner, after evaluating the consequences of foreclosure and as
part of a strategy to minimize the effect to the investors, filed, on March 26,
1996 with respect to Trinidad Apartments Limited Partnership and on March 28,
1996 with respect to Springchase Apartments Limited Partnership, in the United
States District Court for the Northern District of Texas, Fort Worth Division
(the"Court"), Case #496-41284 and Case #496-4136 respectively, petitions for
relief under Chapter 11 to enable the Operating Partnerships to reorganize.  On
October 22, 1997, the Court entered an order denying confirmation of the plans
of reorganization and granted the bank relief from the automatic stay of
foreclosure.  On December 2, 1997, a foreclosure sale was held and the
Properties were transferred to the bank.

Because each investor's tax situation is different, the consequences of the
foreclosure was different based upon each investor's previous use of tax credits
and passive losses.  However, in general, the foreclosure caused a recapture of
a portion of the LIHTCs previously received by the investors, the reduction of
LIHTCs in future years, an interest charge under the Internal Revenue Code on
LIHTCs recaptured, and a tax gain on disposition of the property as a result of
the foreclosure.  The Schedule K-1 for the year ended December 31, 1997 included
a $.48 per Unit recapture of tax credits with a corresponding estimated interest
charge of $.23 per unit.  The passive gain relating to the disposition of the
two Properties as a result of foreclosure was less than the 1997 passive losses
passed through from the remaining 29 Operating Partnerships.  In addition, tax
credits have been reduced in each of 1998, 1999, 2000, and 2001 by the loss of
the two Properties' credits.  This reduction is estimated to be approximately
$.19 per Unit.

A hearing to dismiss the bankruptcy was held on March 26, 1998.  The Court
entered an order denying the bank's motion for payment of cash collateral and
granted motions to dismiss the bankruptcy.  The bank filed an appeal to preserve
its rights to file an appeal.  The Court has dismissed the bank's appeal with
respect to Springchase Operating Partnership.  The bank also filed suit against
Springchase Operating Partnership in the State District Court in Dallas County
Texas and sought an injunction against Springchase Operating Partnership.  The
injunction was denied and the suit dismissed by the State District Court.  An
appeal with respect to the Trinidad Operating Partnership is still in process.
There can be no assurance as to how these matters will be resolved.  These
partnerships were liquidated in 1998, having paid remaining Operating
Partnership liabilities out of available Operating Partnership cash.  Any cash
in excess of liabilities was distributed to the Investment Partnership.  No
distributions will be made to Unit holders.

A Detroit, Michigan Property
----------------------------

During 1998, an impairment loss in the amount of $4,100,000 was recorded with
respect to the Research Park project in Detroit, Michigan, which is owned by one
of the Operating Partnerships.  The loss was recorded under the requirements of
Financial Accounting Standards Board Statement No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of".
FAS No. 121 requires impairment losses to be recognized for long-lived assets
used in operations when indicators of impairment are present and the
undiscounted cash flows are not sufficient to recover the assets' carrying
amount.  Indicators present during 1998 for this Operating Partnership include
cash flow from operations that was less than the debt service on the property;
however, debt

                                      10
<PAGE>

service was paid by allowing trade payables to become larger and more
delinquent. Therefore, an assessment was done to evaluate the undiscounted cash
flows, which were not sufficient to recover the assets' carrying amount. Based
on this assessment, an impairment loss of $4,100,000 was recognized to reduce
the carrying amount of the property to its estimated fair value of $4,300,000.
During 1999, the property continued to have cash flow problems relating to
higher than desired vacancy and high maintenance costs. Effective June 1, 1999,
a new management company was hired for the property. In addition, the Managing
General Partner continues to negotiate with the Michigan State Housing
Development Authority to work out a solution to enable the property to generate
positive cash flow. At this time, there is no assurance as to how these matters
will be resolved.

A Greenville, Michigan Property
-------------------------------

A Greenville, Michigan Property has experienced continuing cash flow deficits.
The property has not funded reserves for taxes, insurance and replacement
reserves adequately and is deficient in the payment of real estate taxes.  The
managing general partner has been working with the RD to resolve the cash flow
problems; however, there can be no assurance as to how these matters will be
resolved.

A Gaylord, Michigan Property
----------------------------

A Gaylord, Michigan Property has experienced a need for maintenance and repairs
in excess of the available reserves and operating cash flow.   The City of
Gaylord has issued a letter requiring the repairs be performed.  The managing
general partner has been working with the RD to attempt to resolve problems;
however, there can be no assurance as to how these matters will be resolved.

A Philadelphia, Pennsylvania Property
-------------------------------------

During 1999, an impairment loss in the amount of $3,111,000 was recorded with
respect to the West Allegheny project in Philadelphia, Pennsylvania, which is
owned by one of the Operating Partnerships.  The loss was recorded under the
requirements of Financial Accounting Standards Board Statement No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed Of".  FAS No. 121 requires impairment losses to be recognized for
long-lived assets used in operations when indicators of impairment are present
and the undiscounted cash flows are not sufficient to recover the assets'
carrying amount.  An assessment was done to evaluate the undiscounted cash
flows, which were not sufficient to recover the assets' carrying amount.  Based
on this assessment, an impairment loss of $3,111,000 was recognized to reduce
the carrying amount of the property to its estimated fair value of $746,000.

Four Oklahoma Properties
------------------------

The four Oklahoma Properties potentially could become part of the HUD
Restructuring Mark to Market Program (See further detail in Liquidity and
Capital Resources).  Restructuring could significantly reduce the cash flow of
the Properties, potentially causing the Properties to be unable to cover their
expenses, as well as potentially creating debt forgiveness taxable income.

Other Property Issues
---------------------

At March 31, 2000, six other Properties have been having some cash flow
difficulties.  Many of these properties have had an increase in operating
expenses or lower occupancy.

Liquidity and Capital Resources
-------------------------------

Liquidity is defined as an entity's ability to meet its current and long-term
financial obligations. If a Property were to lose its governmental rent,
interest subsidy or mortgage insurance, the Operating Partnership holding such
Property might be unable to fund expenses on an ongoing basis.

Liquidity shortfalls might be covered by  federal governmental subsidy programs,
by state and local agencies, or by funds from the Investment Partnership
reserves, although there is no assurance that such sources would be available
or, if available, sufficient to cover any liquidity shortfall. A liquidity
shortfall, for whatever reason, might result in a sale, refinancing, or
foreclosure of the Property, any one of which could have material adverse tax
consequences to a Unit holder, including a partial recapture of previously
allocated LIHTCs.

Material changes have been made and additional changes have been proposed by
various Members of Congress and the Clinton Administration in the programs of
the U.S. Department of Housing and Urban Development.  The

                                      11
<PAGE>

Multifamily Assisted Housing Reform and Affordability Act of 1997, Public Law
105-65, effective October 1, 1997, continued for fiscal year 1998 (October 1,
1997 through September 30, 1998) a debt restructuring demonstration first
enacted for fiscal year 1997. With certain modifications, the demonstration
program became a permanent program in fiscal year 1999, applicable to all
projects with rents above those of comparable properties in local markets. Under
the program, subsided rent levels generally are reduced to market levels and the
debt may be restructured into two or three mortgages. The first mortgage loan is
set at a level supportable by the lower subsidized rents, and the second and
third mortgage loans are payable only out of cash flow after other approved
expenses and sale or refinancing proceeds. In many cases, rent subsidies will
become tenant-based, meaning that the subsidies may move with the tenants.
However, for certain projects, such as those that predominately serve elderly or
disabled families or are located in markets with an inadequate supply of
affordable housing, the rent subsidies may continue to be project-based.

HUD has entered into contracts to carry out the restructuring with state housing
finance agencies and others ("Participating Administrative Entities" or "PAEs").
The PAEs have authority to set rents above the comparable rents for only 20% of
their inventory each year.  These rents will be based on approved project
budgets, and are capped at 120% of FMRs, except for up to 5% of the inventory,
which can have budget-based rents above 120% of FMRs based on a showing of
special need.  Owners who have engaged in adverse financial or managerial
actions are barred from participating in the restructuring program.

The Operating Partnerships own seventeen Properties whose Section 8 contracts
have expired or will expire in fiscal year 2000, and are not subject to optional
renewal by the owner.  The General Partner expects that Section 8 contracts for
all of these Properties will be renewed by HUD at current levels until at least
the end of fiscal year 2000, although there can be no assurance that HUD will do
so.  Five of these properties have rents in excess of 100% of HUD-established
fair market rents.  The rents at some or all of these Properties may also be
above comparable rents as determined by HUD and therefore could be subject to
HUD restructuring.  The General Partner will work with the general partners of
the Operating Partnerships to seek to renew all expiring Section 8 contracts,
and if required or appropriate, to participate in the program to restructure
loans and rent subsidies.  Of the Investment Partnership's remaining projected
LIHTCs, approximately 4% are attributable to these Operating Partnerships.

Restructuring could affect demand for and cash flow of many of the Properties,
as well as potentially create debt forgiveness taxable income.  Moreover, a
shift to tenant-based subsidies could lead over time to lower occupancies and
lower rents, adversely affecting cash flow.  The General Partner is preparing
for the potential impact of the restructuring of HUD programs and is monitoring
the development of HUD policy guidance and legislation.  The General Partner is
unable to predict with certainty the impact of HUD program restructuring on the
Operating Partnerships, but it is possible that a restructuring could have a
material adverse effect on one or more of the Operating Partnerships, which in
turn could have a material adverse effect on the Investment Partnership.

At March 31, 2000 restricted cash was $5,952,000.  The restricted cash was
composed of the Investment Partnership reserve of  $444,000 and Operating
Partnership reserves of $5,508,000. Deposits and withdrawals from Operating
Partnership reserves are generally regulated by a governing federal, state or
local agency.  Investment Partnership reserves are available to fund repairs and
maintenance as well as operational expenses, while the reserves maintained by an
Operating Partnership are typically available only for the Property owned by
such Operating Partnership.  Historically, the Investment Partnership reserve
has been available to fund obligations of the Investment Partnership, including
the management fee payable by the Investment Partnership to the General Partner.
As of December 31, 1999 the General Partner voluntarily deferred payment of
$635,000 of its supervisory and program management fee. The General Partner is
under no obligation to continue to defer this fee, and there can be no assurance
that the Investment Partnership reserve will be sufficient to satisfy the
liquidity requirements of any given Operating Partnership in the event that the
reserves of such Operating Partnership are insufficient for this purpose.

Low-income housing projects frequently generate limited cash flow and,
therefore, the potential for cash flow deficits exists.  The General Partner
does not anticipate that the Investment Partnership will distribute cash to Unit
holders in circumstances other than refinancing or disposition of its
investments in the Operating Partnerships.  Moreover, especially in light of the
reduced availability of subsidies and the consequent reduction in market value
of the Properties, there can be no assurance of cash distributions in the event
of refinancing or disposition.  Unit holders could be faced with an obligation
to pay taxes as a result of disposition of the Properties but no cash
distributions with which to pay those taxes.

                                      12
<PAGE>

Results of Operations
---------------------

The March 31, 2000 net loss of $915,000 increased 7.5% from the March 31, 1999
net loss of $851,000.  The reasons for the differences are discussed below.

Total revenue increased $12,000 (0.4%) when comparing the three months ended
March 31, 2000 and 1999.

Total expenses exclusive of depreciation and interest for the three months ended
March 31, 2000 and 1999 were  $2,396,000 and $2,358,000, respectively.  The
$38,000 (1.6%) increase in expenses between 2000 and 1999 primarily relates to
an increase in operating and maintenance expense of $88,000 (13.3%), a decrease
in management fees of $84,000 (26.1%), and a increase in administrative expense
of $32,000 (7.4%).  The increase in operating and maintenance expenses relates
to an increase at several of the properties relating to improvements done in
first quarter.  The decrease in first quarter management fees relates to less
properties taking an incentive management fee this year.   The increase in
administrative expnese relates to an increase in bad debts and manager salaries
at several of the properties.

In recent years rental income, after the HUD rent adjustments, has not been
increasing at a rate equivalent to increases in expenses (excluding depreciation
and interest).  To date, inflation has not had a significant impact on the
Partnerships' combined operations.  However, rent levels of the Properties are
generally limited by the requirements of the low-income housing tax credit and
are subject to strict governmental regulation. In the event of significant
inflation, the Operating Partnerships may be unable to increase rents
sufficiently to compensate for increases in expenses.  Due to the changes in HUD
programs, future increases in subsidy income may be limited.

Other
-----

The Operating Partnerships carry comprehensive liability, fire, flood, extended
coverage and rental loss insurance with respect to their properties with insured
limits and policy specifications that management believes are customary for
similar properties.  There are, however, certain types of losses (generally of a
catastrophic nature such as wars, floods or earthquakes) which may be either
uninsurable, or, in management's judgment, not economically insurable.  Should
an uninsured loss occur, the Investment Partnership could lose both its invested
capital in and anticipated profits from the affected property.

Under various federal, state and local environmental laws, ordinances and
regulations, a current or previous owner or operator of real property may become
liable for the costs of the investigation, removal and remediation of hazardous
or toxic substances on, under, in or migrating from such property.  Such laws
often impose liability without regard to whether the owner or operator knew of,
or was responsible for, the presence of such hazardous or toxic substances.  The
Investment Partnership is not aware of any notification by any private party or
governmental authority of any non-compliance, liability or other claim in
connection with environmental conditions at any of its Properties that it
believes will involve any expenditure which would be material to the Investment
Partnership, nor is the Investment Partnership aware of any environmental
condition with respect to any of its Properties that it believes will involve
any such material expenditure.  However, there can be no assurance that any non-
compliance, liability, claim or expenditure will not arise in the future.



ITEM 3    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

None

                                      13
<PAGE>

PART II.  OTHER INFORMATION
---------------------------


ITEM 1.  LEGAL PROCEEDINGS

         None

ITEM 2.  CHANGES IN SECURITIES

         None

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         None

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

         None

ITEM 5.  OTHER INFORMATION

         None

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         Exhibit 27 - Financial Data Schedule

                                      14
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized


                                    Housing Trust Limited Partnership
                                    ---------------------------------
                                             (Registrant)



Date   May 11, 2000                By /s/ James A. Bowman
       ---------------------         -------------------------------
                                    James A. Bowman
                                    President, NHT, Inc.



Date   May 11, 2000                By /s/ Susan E. Basting
       --------------------          --------------------------------
                                    Susan E. Basting
                                    Treasurer, NHT, Inc.

                                      15