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                                  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 June 30, 2002

                             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 ___

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                   NATIONAL HOUSING TRUST LIMITED PARTNERSHIP
                         A DELAWARE LIMITED PARTNERSHIP
                             June 30, 2002 FORM 10-Q

                                TABLE OF CONTENTS

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PART I   FINANCIAL INFORMATION

Item 1.  Unaudited Combined Financial Statements

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

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

      Combined Statements of Cash Flows..............................................7

      Notes to Combined Financial Statements.........................................8

Item 2.  Management's Discussion and Analysis of
         Financial Condition and Results
         of Operations...............................................................9

Item 3.  Quantitative and Qualitative Disclosures about Market Risk ................15

PART II  OTHER INFORMATION

      Other Information.............................................................15

      Signatures....................................................................16
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                   NATIONAL HOUSING TRUST LIMITED PARTNERSHIP
     COMBINED BALANCE SHEETS JUNE 30, 2002 (UNAUDITED) AND DECEMBER 31, 2001
                                 (In Thousands)

                                           June 30         December 31
ASSETS                                       2002             2001
--------------------------------------   -----------       -----------

Current Assets:
   Cash and cash equivalents             $       507       $     1,007
   Tenants' security deposits                    437               433
   Mortgage escrow deposits                      774               616
   Prepaid expenses and other assets           1,332             1,115
                                         -----------       -----------
      Total current assets                     3,050             3,171
                                         -----------       -----------

Restricted Cash:                               6,577             6,470
                                         -----------       -----------

Rental property held for sale:                 1,795             1,795
                                         -----------       -----------

Rental property:
   Buildings and improvements                 65,420            65,230
   Furniture and equipment                     2,485             2,480
                                         -----------       -----------
                                              67,905            67,710
     Less accumulated depreciation           (31,188)          (29,882)
                                         -----------       -----------
                                              36,717            37,828

   Land                                        3,097             3,097
                                         -----------       -----------
                                              39,814            40,925
                                         -----------       -----------

      Total assets                       $    51,236       $    52,361
                                         ===========       ===========

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

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                   NATIONAL HOUSING TRUST LIMITED PARTNERSHIP
                       COMBINED BALANCE SHEETS, CONTINUED
                     (In Thousands, except Investment Units)

LIABILITIES AND PARTNERS' CAPITAL                   June 30       December 31
                                                      2002            2001
-----------------------------------------------   ------------    -----------
                                                  (Unaudited)

Current liabilities:
   Current maturities of long-term debt           $      3,337    $     3,432
   Accounts payable and accrued expenses                 3,599          3,245
   Rents received in advance                                58             57
   Deposits held                                           440            446
   Accrued interest on mortgage notes payable              218            236
                                                  ------------    -----------

      Total current liabilities                          7,652          7,416
                                                  ------------    -----------

Long-term debt, less current maturities:
   Mortgage notes payable                               31,610         32,180
   Promissory notes, including accrued
    interest payable                                    38,506         37,464
                                                  ------------    -----------
                                                        70,116         69,644
                                                  ------------    -----------

Partners' deficit:
   General Partners:
    NHT, Inc.                                              (32)           (30)
    Other Operating General Partners                      (266)          (208)

   Limited partners:
     Issued and outstanding  1,014,668
      investment units                                 (26,234)       (24,461)
                                                  ------------    -----------
                                                       (26,532)       (24,699)
                                                  ------------    -----------

      Total liabilities and partners' capital     $     51,236    $    52,361
                                                  ============    ===========

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

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                   NATIONAL HOUSING TRUST LIMITED PARTNERSHIP
                  COMBINED STATEMENTS OF OPERATIONS (UNAUDITED)
                FOR THE Three MONTHS ENDED JUNE 30, 2002 AND 2001
                     (In Thousands, except per Unit Amounts)

                                                      2002           2001
                                                  ------------    -----------
Revenues:
   Rental revenues                                $      2,938    $     3,017
   Other income                                            128            112
                                                  ------------    -----------

      Total revenues                                     3,066          3,129
                                                  ------------    -----------

Expenses:
   Administration                                          477            548
   Operating and maintenance                               669            741
   Management fees                                         284            274
   Partnership asset management fees                        83             84
   Utilities                                               395            358
   Taxes and insurance                                     508            466
   Depreciation and amortization                           644            606
                                                  ------------    -----------

      Total expenses                                     3,060          3,077
                                                  ------------    -----------
      Income (loss) from rental operations                   6             52
                                                  -------------   -----------

Other revenues and (expenses):
   Interest income                                          35             41
   Interest expense                                       (909)          (942)
                                                  ------------    -----------

      Net loss                                    $       (868)   $      (849)
                                                  ============    ===========

Net loss per limited partnership unit             $      (0.85)   $     (0.84)
                                                  ============    ===========

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                   NATIONAL HOUSING TRUST LIMITED PARTNERSHIP
                  COMBINED STATEMENTS OF OPERATIONS (UNAUDITED)
                 FOR THE SIX MONTHS ENDED June 30, 2002 AND 2001
                     (In Thousands, except per Unit Amounts)

                                                      2002            2001
                                                  ------------    -----------
Revenues:
   Rental revenues                                $      5,878    $     6,059
   Other income                                            230            223
                                                  ------------    -----------

      Total revenues                                     6,108          6,282
                                                  ------------    -----------

Expenses:
   Administration                                          940          1,009
   Operating and maintenance                             1,257          1,396
   Management fees                                         532            569
   Partnership asset management fees                       166            169
   Utilities                                               886            967
   Taxes and insurance                                   1,037            952
   Depreciation and amortization                         1,295          1,284
                                                  ------------    -----------

      Total expenses                                     6,113          6,346
                                                  ------------    -----------

      Income (loss) from rental operations                  (5)           (64)
                                                  ------------    -----------

Other revenues and (expenses):
   Interest income                                          59             86
   Interest expense                                     (1,846)        (1,849)
                                                  ------------    -----------

        Net loss                                  $     (1,792)   $    (1,827)
                                                  ============    ===========

Net loss per limited partnership unit             $      (1.76)   $     (1.80)
                                                  ============    ===========

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                   NATIONAL HOUSING TRUST LIMITED PARTNERSHIP
                  COMBINED STATEMENTS OF CASH FLOWS (UNAUDITED)
                 FOR THE SIX MONTHS ENDED June 30, 2002 AND 2001
                                 (In Thousands)

                                                         2002         2001
                                                      ---------    ----------
Cash flows from operating activities:
   Net loss                                           $  (1,792)   $   (1,827)
   Adjustments to reconcile net loss to net cash
    provided by operating activities:
      Depreciation and amortization                       1,295         1,284
      Accrued interest on promissory notes                1,041           940
   Changes in operating assets and liabilities:
      Increase in deposits, prepaids and                   (368)         (476)
       other assets
      Increase in accounts payable
       and accrued expenses                                 354           661
      Decrease in other current liabilities                 (23)           (1)
                                                      ---------    ----------
Cash provided by operations                                 507           581
                                                      ---------    ----------

Investing activities:
   Additions to buildings, furniture and
    Equipment, net                                         (195)         (220)
   Deposits to restricted cash, net                        (107)         (635)
                                                      ---------    ----------
    Cash used for investing activities                     (302)         (855)
                                                      ---------    ----------

Financing Activities:
   General Partner cash distributions, net                  (40)           --
   Additions of term debt                                    --           650
   Payments of term debt                                   (665)         (489)
                                                      ---------    ----------
    Net  cash (used) for, provided by financing
     activities                                            (705)          161
                                                      ---------    ----------

Decrease in cash and cash equivalents                      (500)         (113)

Cash and cash equivalents beginning of  year              1,007           858
                                                      ---------    ----------

Cash and cash equivalents end of period               $     507    $      745
                                                      =========    ==========

Supplemental schedule of non-cash investing and
 financing activities:
 Liabilities reclassified by the lender from term
 debt to promissory note (paid out of cash flow) debt        --         2,567

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

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                   NATIONAL HOUSING TRUST LIMITED PARTNERSHIP
                                   (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 2002 Annual Report on Form 10-K
for additional disclosures including a summary of the Partnership's accounting
policies which are not significantly different.

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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 distributions were made to Unit holders. The Springchase
Apartments Limited Partnership was dissolved in 1999. The Trinidad Apartments
Limited Partnership is expected to be dissolved once all litigation has been
resolved. One Operating Partnership was sold in November 2001, per approval from
the Unit holders. The tax credits were bonded. Any cash in excess of the
liabilities was distributed to the Partnership. No distributions were made or
expected to be made to the Unit holders.

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. 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 $ .04 of credit per unit for the
year ending December 31, 2002.

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 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

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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 rates 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 judgment, 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 June 30, 2002, average occupancy of the Properties was 94%.

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 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.

                                       10

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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 ("SFAS No. 121"),
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed Of". SFAS 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 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 of the Operating Partnership continued to
negotiate with the Michigan State Housing Development Authority to work out a
solution to enable the property to generate positive cash flow. During 2000 and
2001, the property continued to experience significant cash flow and vacancy
problems. Its Real Estate Assessment Center ("REAC") scores were low and it
failed a Michigan State Housing Development Authority ("MSHDA") inspection. As a
result of its REAC score, the property was forced into HUD's Enforcement Center.
In accordance with HUD requirements, the Operating Partnership retained an
outside consultant to prepare a Management Improvement and Operating Plan (the
"MIO Plan") and submitted the MIO Plan to HUD on August 8. The MIO Plan
identifies repairs totaling approximately $3.7 million over three years.
Necessary first year repairs of approximately $170,000 include replacement of 10
chillers. During the third quarter 2002, the Investment Partnership has loaned
approximately $91,000 to the Operating Partnership to make certain repairs and
to begin the process of replacing the chillers. Failure to satisfy HUD
requirements could with respect to correction of the deficiencies cause the loss
of HUD subsidies on the property, and there can be no assurance that HUD
requirements will be satisfied.

For the first six months of 2002, occupancy remained very low, further impairing
cash flow and causing a further increase in payables and calling into question
the continued economic viability of the property and the Operating Partnership's
ability to continue to make mortgage payments. If the Operating Partnership
loses HUD subsidies, is unable to continue making mortgage payments or otherwise
defaults on its obligations to MSHDA, MSHDA could foreclose on the property,
causing recapture on tax credits and cancellation of indebtedness income. The
Managing General Partner of the Operating Partnership continues to negotiote
with MSHDA. In addition, in an effort to resolve outstanding issues, the
Managing General Partner of the Operating Partnership has signed a purchase and
sales option with MHT Housing, Inc., a Michigan nonprofit corporation, for the
sale of the property and the Young Manor project, also located in Detroit. The
Managing General Partner of the Operating Partnership has requested MSHDA's
approval of the terms of the sales, which would involve the assumption of
certain debt and MSHDA's forgiveness of other debt and would not produce any
cash for the Operating Partnership or the Investment Partnership. If the sale is
approved, there could be some forgiveness of debt for tax purposes and
potentially a tax gain on dissolution of the Limited Partnership of the
Operating Partnership and no cash would be available for distribution to the
Unit holders. However, the Managing General Partner of the Operating Partnership
is working to bond the credits. At this time, there can be no assurance that
MSHDA will approve the terms of the sale or that the sale will be consumated,
and there can be no assurance as to how these matters will be resolved. If MSHDA
approves of the sale, then a consent solitation will be sent to the Unit holders
for their approval. If MSHDA does not approve of the sale or operations continue
on with impaired cash flow, then the financial feasibility of the property does
not look good and a foreclosure of the mortgage by MSHDA may occur. The
foreclosure and dissolution of the Limited Partnership of the Operating
Partnership could create a potential tax gain to the Unit holders and potential
recapture of tax credits and no cash would be available for distribution to the
Unit holders. 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 adequately funded reserves for taxes, insurance and
replacement reserves and is deficient in the payment of real estate taxes. The
Managing General Partner of the Operating Partnership has been working with the
Rural Development Authority to resolve the cash flow problems; however, there
can be no assurance as to how these matters will be resolved. As a part of a
work-out strategy, the Managing General Partner has entered into a purchase and
sale contract to sell the Property. This was approved by the Partnership as
Limited Partner of the Operating Partnership and by the Unit holders of the
Partnership.

                                       11

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If the Property transfer takes place prior to the end of the 15-year compliance
period, the LIHTCs must be bonded. The bonds must cover 58 months post 15-year
compliance period. An LIHTC recapture bond has been approved, but the price of
the bonds to be paid out of the sale proceeds is yet to be determined, based on
the sale date of the property. The goal is to close on the sale of the property
within the next 60 days. The property continues to experience cash flow
difficulties.

A Scottville, Michigan Property

A Scottsville Michigan Property has experienced cash flow difficulties and was
unable to fund its replacement reserve required by the Rural Development
Authority, or to pay tax and insurance expense at year end. The Managing General
Partner has been working with the Rural Development Authority to attempt to
resolve these problems; however, there can be no assurance as to how these
matters will be resolved.

A Gaylord, Michigan Property

A Gaylord, Michigan Property experienced a need for maintenance and repairs in
excess of the available reserves and operating cash flow. The City of Gaylord
issued a letter requiring the repairs be performed. The Managing General Partner
tried working with the Rural Development Authority to attempt to resolve
problems; however, these problems continue to be unresolved. As a part of a
work-out strategy, the Managing General Partner entered into a purchase and sale
contract, which was approved by the Partnership as Limited Partner of the
Operating Partnership and by the Unit holders of the Partnership. The Property
was sold in November, 2001. The Operating Partnerhsip purchased a recapture bond
in the amount of $199,000 for a price of $13,000. The sale relieved the
Operating Partnership of liabilities in excess of assets and created a book gain
of $251,000. Cash in excess of liabilities, approximately $54,000, was
distributed to the Partnership. After all liabilities are paid, no distributions
were made or are expected to be made to the Unit holders. However, the posting
of a recaptue bond with respect to LIHTCs allows the Unit holders to maintain
the benefits taken.

Two Petoskey, Michigan Properties

The two properties in Petoskey, Michigan have agreed to merge into one. Both
have the same Managing General Partner and are located next to each other. The
merger was mainly due to the need to combine replacement reserves for capital
improvements at both properties. The merger became effective July 31, 2002. It
will enable both properties to make the necessary repairs out of the replacement
reserves account and not have to depend on excess operating cash flow. There is
no effect to the Partnership

Four Oklahoma Properties

The four Oklahoma Properties have completed the HUD Restructuring Mark to Market
Program. The debt was restructured by HUD into two pieces - a term debt and a
promissory note piece paid out of cash flows. A portion of the debt was used to
fund additional replacement reserves for capital improvement projects. A capital
improvement project began in 2001, funded largely from the replacement reserve
and is projected to be completed in 2002. In addition, some capital improvement
projects at three of the properties will be funded from future cash flows.

Other Property Issues
At June 30, 2002, four additional properties have cash flow difficulties, these
properties continue to run at the edge of break-even with a slight change in
occupancy or operating cost causing a cash flow problem. Utility costs have
decreased for some of the properties in 2002 as compared to the first six months
of 2001 but insurance costs and repairs and maintenance costs have increased.
Occupancy continues to be a problem for one of the properties. For most of the
properties in the portfolio, any reduction in occupancy or increase in
operating, utility or insurance expenses can result in cash flow problems since
many of the properties in the portfolio continue to operate at the edge of
break-even.

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,

                                       12

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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.

The Multifamily Assisted Housing Reform and Affordability Act of 1997, Public
Law 105-65, effective October 1, 1997, established a debt restructuring program
applicable to all HUD-Insured 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 eight Properties whose Section 8 contracts have
expired or will expire in fiscal year 2002, 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 2002, although there can be no assurance that HUD will do
so. In addition, the Managing General Partner and HUD have agreed on a
restructuring proposal that provides for rehabilitation, a reduction of rents
and a corresponding reduction of debt service on the four Oklahoma properties.
Although it is not anticipated, additional projects may become subject to the
restructuring program. 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.

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 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 June 30, 2002 restricted cash was $6,577,000. The restricted cash was
composed of the Investment Partnership reserve of $582,000 and Operating
Partnership reserves of $5,995,000. 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, 2001 the General Partner voluntarily deferred payment of
$1,190,000 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.

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<PAGE>

Results of Operations

The June 30, 2002 net loss of $1,792,000 decreased 1.9% from the June, 2001 net
loss of $1,827,000. The reasons for the differences are discussed below.

In November 2001, one of the NHTLP properties (Aspen) was sold. The June 2001
net loss exclusive of this property was $1,816,000, therefore the comparable
decrease from June 2002 to 2001 (exclusive of Aspen) is 1.3%.

Total revenue decreased $80,000 (1.3%) when comparing the six months ended June
30, 2002 and 2001 (exclusive of the Aspen revenue for 2001).

Total expenses exclusive of depreciation and interest for the six months ended
June 30, 2002 and 2001 (exclusive of the Aspen 2001 expenses) were $4,818,000
and $4,976,000, respectively. The $158,000 (3.2%) decrease in expenses between
2002 and 2001(exclusive of Aspen expenses) primarily relates to a decrease in
administration expenses of $47,000 (4.8%), a decrease in operating and
maintenance expenses of $117,000 (8.5%), a decrease in management fees of
$29,000 (5.2%), a decrease in utility expenses of $64,000 (6.7%), and an
increase in taxes and insurance expense of $102,000 (10.9%). The decrease in
administration expenses relates to a general reduction in expenses for most of
the properties. The decrease in operating and maintenance expenses relates to
reduced repairs and maintenance at the Detroit Michigan property due to cash
flow problems. The decrease in management fees relates to a decrease in
incentive management fees. The decrease in utility expense relates to a slight
reduction in energy costs and a milder winter for some properties of the midwest
properties. The increase in taxes and insurance expense relates to a general
increase in insurance costs for 2002.

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, including increases in the price of utilities resulting from general
increases in the cost of energy and increases in insurance costs, 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 and could
experience recapture of previously earned tax credits.

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.

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<PAGE>

ITEM 3    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

None

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 99.1 - Certification of CEO Dated June 14, 2002

                    Exhibit 99.2 - Certification of CFO Dated June 14, 2002

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<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

                   National Housing Trust Limited Partnership
                                  (Registrant)


Date August 14, 2002            By /s/ James A. Bowman
     ---------------------         -----------------------------------------
                                      James A. Bowman, President
                                      and Chief Executive Officer
                                      NHT, Inc., General Partner for
                                      National Housing Trust Limited Partnership

Date August 14, 2002            By /s/ Susan E. Basting
     ---------------------         -----------------------------------------
                                      Susan E. Basting, Treasurer
                                      and Chief Financial Officer
                                      NHT, Inc., General Partner for
                                      National Housing Trust Limited Partnership

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