<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, 2001


                            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, 2001 FORM 10-Q

                               TABLE OF CONTENTS


<TABLE>
<CAPTION>
PART I FINANCIAL INFORMATION                                           PAGE NO.
-----------------------------                                          --------
<S>                                                                    <C>
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 ..... 12

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

      Other Information.................................................... 13

      Signatures........................................................... 14
</TABLE>

                                       2
<PAGE>

                  NATIONAL HOUSING TRUST LIMITED PARTNERSHIP
           AND ITS SUBSTANTIALLY WHOLLY-OWNED OPERATING PARTNERSHIPS
   COMBINED BALANCE SHEETS MARCH 31, 2001 (UNAUDITED) AND DECEMBER 31, 2000
                                (In Thousands)



<TABLE>
<CAPTION>

                                                        March 31                                  December 31
ASSETS                                                    2001                                       2000
-----------------------------------------          ----------------                          -----------------
<S>                                                <C>                                       <C>
Current Assets:
     Cash and cash equivalents                     $            983                           $            858
     Tenants' security deposits                                 488                                        441
     Mortgage escrow deposits                                   758                                        581
     Prepaid expenses and other assets                          683                                        934
                                                   ----------------                          -----------------
          Total current assets                                2,912                                      2,814
                                                   ----------------                          -----------------

Restricted Cash:                                              6,261                                      6,077
                                                   ----------------                          -----------------
Rental property held for sale:                                2,465                                      2,500
                                                   ----------------                          -----------------
Rental property:
     Buildings and improvements                              64,910                                     64,827
     Furniture and equipment                                  2,371                                      2,373
                                                   ----------------                          -----------------
                                                             67,281                                     67,200
       Less accumulated depreciation                        (27,950)                                   (27,295)
                                                   ----------------                          -----------------
                                                             39,331                                     39,905
     Land                                                     3,097                                      3,097
                                                   ----------------                          -----------------
                                                             42,428                                     43,002
                                                   ----------------                          -----------------
          Total assets                             $         54,066                           $         54,393
                                                   ================                          =================
</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
                                                                                  2001                2000
---------------------------------------------                                  ----------        ------------
                                                                              (Unaudited)
<S>                                                                          <C>                    <C>
Current liabilities:
     Accounts payable and accrued expenses                                    $     3,329        $      2,817
     Rents received in advance                                                         57                  57
     Deposits held                                                                    476                 471
     Accrued interest on mortgage notes                                               198                 224
      payable
     Current maturities of term debt                                                1,174               1,174
                                                                               ----------        ------------
          Total current liabilities                                                 5,234               4,743
                                                                                ----------        ------------

Term debt, less current maturities:
     Mortgage notes payable                                                        37,997              38,275
     Promissory notes, including accrued
        interest payable                                                           33,141              32,703
                                                                               ----------        ------------
                                                                                   71,138              70,978
                                                                               ----------        ------------
Partners' capital:
     General Partners:
       NHT, Inc.                                                                      (28)                (27)
       Other Operating General Partners                                              (184)               (175)

     Limited partners:
       Issued and outstanding  1,014,668
          investment units                                                        (22,094)            (21,126)
                                                                               ----------        ------------
                                                                                  (22,306)            (21,328)
                                                                               ----------        ------------
          Total liabilities and partners' capital                             $    54,066        $     54,393
                                                                               ==========        ============
</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, 2001 AND 2000
                    (In Thousands, except per Unit Amounts)

<TABLE>
<CAPTION>
                                                                       2001                                 2000
                                                                 -----------------                    -----------------
<S>                                                              <C>                                   <C>
Revenues:
     Rental revenues                                             $           3,042                    $           2,889
     Other income                                                              111                                  118
                                                                 -----------------                    -----------------
        Total revenues                                                       3,153                                3,007
                                                                 -----------------                    -----------------
Expenses:
     Administration                                                            461                                  467
     Operating and maintenance                                                 655                                  751
     Management fees                                                           296                                  238
     Partnership asset management fees                                          84                                   82
     Utilities                                                                 609                                  400
     Taxes and insurance                                                       486                                  458
     Depreciation and amortization                                             678                                  705
                                                                 -----------------                    -----------------
        Total expenses                                                       3,269                                3,101
                                                                 -----------------                    -----------------
        Income (loss) from rental operations                                  (116)                                 (94)
                                                                 -----------------                    -----------------
Other revenues and (expenses):
     Interest income                                                            45                                   48
     Interest expense                                                         (907)                                (869)
                                                                 -----------------                    -----------------

          Net loss                                               $            (978)                                (915)
                                                                 =================                    =================

 Net loss per limited partnership unit                            $           (0.96)                               (0.90)
                                                                 =================                    =================
</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, 2001 AND 2000
                                 (In Thousands)

<TABLE>
<CAPTION>
                                                                              2001                             2000
                                                                      ---------------                   --------------
<S>                                                                   <C>                                <C>
Cash flows from operating activities:
     Net loss                                                         $          (978)                  $         (915)
     Adjustments to reconcile net loss to net cash
      provided by operating activities:
          Depreciation and amortization                                           678                              705
          Accrued interest on promissory notes                                    438                              466
     Changes in operating assets and liabilities:
          Decrease (increase) in deposits, prepaids and
              other assets                                                         39                             (143)
          Increase in accounts payable
              and accrued expenses                                                512                              233
          Decrease in other current liabilities                                   (21)                            (129)
                                                                      ---------------                   --------------
Cash provided by operations                                                       668                              217
                                                                      ---------------                   --------------
Investing activities:
     Additions to buildings, furniture and
        equipment, net                                                            (81)                               -
     Deposits to restricted cash, net                                            (184)                              90
                                                                      ---------------                   --------------
        Cash used for investing activities                                       (265)                              90
                                                                      ---------------                   --------------
Financing Activities:
     Payments of term debt                                                       (278)                            (259)
                                                                      ---------------                   --------------
       Net  cash used for financing activities                                   (278)                            (259)
                                                                      ---------------                   --------------

Increase in cash and cash equivalents                                             125                               48

Cash and cash equivalents beginning of  year                                      858                              914
                                                                      ===============                   ==============
Cash and cash equivalents end of period                               $           983                   $          962
                                                                      ===============                   ==============
</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 2000 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 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.

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 $ .19 of credit per unit for the
year ending December 31, 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 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.

                                       8
<PAGE>

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 March 31, 2001, average occupancy of the Properties was 96%.

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.

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

                                       9
<PAGE>

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 continues 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 continues to have cash
flow difficulties. 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 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. In addition, as part of a work-out strategy, the
Managing General Partner has entered into a purchase and sale contract to sell
the property subject to the approval of the Partnership as Limited Partner of
the Operating Partnership. The General Partner intends to seek approval of the
Unit holders for the sale. It is anticipated that a part of the transaction will
include the posting of a bond to protect the Unit holders against recapture.
There is no assurance that the conditions of the sale will be satisfied, and
that the sale will be consummated even if the Unit holders give approval.

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 Rural Development Authority to attempt
to resolve problems; however, there can be no assurance as to how these matters
will be resolved. In addition, as part of a work-out strategy, the Managing
General Partner has entered into a purchase and sale contract to sell the
property subject to the approval of the Partnership as Limited Partner of the
Operating Partnership. The General Partner intends to seek approval of the Unit
holders for the sale. It is anticipated that a part of the transaction will
include the posting of a bond to protect the Unit holders against recapture.
There is no assurance that the conditions of the sale will be satisfied, and
that the sale will be consummated even if the Unit holders give approval.

Four Oklahoma Properties
------------------------
The four Oklahoma Properties are part of the HUD Restructuring Mark to Market
Program (See further detail in Liquidity and Capital Resources).  Although it is
not anticipated, restructuring could possibly 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.
Currently, the Managing General Partner and HUD have tentatively agreed on a
restructuring proposal that provides for rehabilitation, a reduction of rents
and a corresponding reduction of debt service. It is anticipated that the
proposal will be approved sometime in 2001. Although a restructuring is in
process, there can be no assurances as to the actual outcome at this time.

Other Property Issues
---------------------
At March 31, 2001, ten other Properties have cash flow difficulties.  Three of
these properties continue to run at the edge of break-even with a slight change
in occupancy or operating cost causing a slight cash flow problem.  Seven of the
properties are located in the Midwest and had higher than normal energy costs
for the first quarter of 2001.  Many of the properties in the portfolio continue
to operate at the edge of break-even, incurring cash flow difficulties whenever
there are reductions in occupancy or increased operating and utility expenses.

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.

                                       10
<PAGE>

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
HUD.  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 twelve Properties whose Section 8 contracts have
expired or will expire in fiscal year 2001, 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 2001, although there can be no assurance that HUD will do
so.  Four of these properties have rents in excess of 100% of HUD-established
fair market rents.  Four of these properties are subject to the mark to market
program in the process of restructuring with HUD (See Four Oklahoma Properties).
Currently, the Managing General Partner and HUD have tentatively agreed on a
restructuring proposal that provides for rehabilitation, a reduction of rents
and a corresponding reduction of debt service.  It is anticipated that the
proposal will be approved sometime in 2001.  Although a restructuring is in
process, there can be no assurances as to the actual outcome at this time.
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.  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 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, 2001 restricted cash was $6,261,000.  The restricted cash was
composed of the Investment Partnership reserve of  $539,000 and Operating
Partnership reserves of $5,722,000. 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, 2000 the General Partner voluntarily deferred payment of
$876,000 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.

                                       11
<PAGE>

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.

Results of Operations
---------------------
The March 31, 2001 net loss of $978,000 increased 6.88% from the March 31, 2000
net loss of $915,000.  The reasons for the differences are discussed below.

Total revenue increased $146,000 (4.85%) when comparing the three months ended
March 31, 2001 and 2000.

Total expenses exclusive of depreciation and interest for the three months ended
March 31, 2001 and 2000 were $2,591,000 and $2,396,000, respectively.  The
$195,000 (8.14%) increase in expenses between 2001 and 2000 primarily relates to
a decrease in operating and maintenance expense of $96,000 (12.78%), an increase
in management fees of $58,000 (24.37%), and an increase in utility expenses of
$209,000 (52.25%).  The decrease in operating and maintenance expenses in 2001
relates to additional improvements and maintenance in first quarter of 2000 as
compared to the current and previous years.  The increase in management fees
relates to two properties being able to pay an incentive management fee in 2001.
The increase in utility expenses relates to a general increase in energy costs
for seven of the Midwest 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, including increases in the price of utilities resulting from general
increases in the cost of energy, 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

                                       12
<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

                                       13
<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   May 10, 2001               By /s/ James A. Bowman
       ------------------         ---------------------------------.
                                  James A. Bowman
                                  President, NHT, Inc.



Date  May 10, 2001                By /s/ Susan E. Basting
      ---------------------       ---------------------------------.
                                  Susan E. Basting
                                  Treasurer, NHT, Inc.

                                       14