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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-Q



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QUARTERLY REPORT PURSUANT TO SECTION
13 or 15 (d)

of the Securities Exchange Act of 1934



For the quarter ended June 30, 2004



Commission File Number

0-17669



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NATIONAL HOUSING TRUST LIMITED PARTNERSHIP

(A Delaware Limited Partnership)



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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



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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



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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 ̈



Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange
Act).    Yes ̈No  x



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##### Table of Contents

NATIONAL HOUSING TRUST LIMITED PARTNERSHIP

A DELAWARE LIMITED PARTNERSHIP

June 30, 2004 FORM 10-Q



TABLE OF CONTENTS



|                                       |  |                                                                                       |  |         
|-------------------------------------- |  | ------------------------------------------------------------------------------------- |  | --------
|                                       |  |                                                                                       |  | PAGE NO.
|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                            |  | 17      
|                                       |  |                                                                                      
|Item 4.                                |  | Controls and Procedures                                                               |  | 17      
|                                       | 
|PART II
OTHER INFORMATION              |  |                                                                                      
|                                       |  |                                                                                      
|Item 1.                                |  | Legal Proceedings                                                                     |  | 17      
|                                       |  |                                                                                      
|Item 2.                                |  | Changes in Securities and Use of Proceeds                                             |  | 17      
|                                       |  |                                                                                      
|Item 3.                                |  | Defaults Upon Senior Securities                                                       |  | 17      
|                                       |  |                                                                                      
|Item 4.                                |  | Submission of Matters to a Vote of Security Holders                                   |  | 17      
|                                       |  |                                                                                      
|Item 5.                                |  | Other Information                                                                     |  | 17      
|                                       |  |                                                                                      
|Item 6.                                |  | Exhibits and Reports on Form 8-K                                                      |  | 17      



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NATIONAL HOUSING TRUST LIMITED PARTNERSHIP

COMBINED BALANCE SHEETS JUNE 30, 2004 (UNAUDITED) AND DECEMBER 31, 2003

(In Thousands)



|                                  |  |             |         |   |                 |   |         |  
|--------------------------------- |  | ----------- | ------- | - | --------------- | - | ------- | -
|                                  |  | June 302004 |         |   | December 312003 |  
|                                  |  | (Unaudited) |         |   |                 |  
|ASSETS                            |  |             |         |   |                 |   |         |  
|Current Assets:                   |  |             |         |   |                 |   |         |  
|Cash and cash equivalents         |  | $           | 411     |   |                 | $ | 808     |  
|Tenants security deposits        |  |             | 325     |   |                 |   | 368     |  
|Mortgage escrow deposits          |  |             | 1,061   |   |                 |   | 811     |  
|Prepaid expenses and other assets |  |             | 1,750   |   |                 |   | 1,083   |  
|                                  |  |             |         |   |                 |   |         |  
|Total current assets              |  |             | 3,547   |   |                 |   | 3,070   |  
|                                  |  |             |         |   |                 |   |         |  
|Restricted Cash:                  |  |             | 3,402   |   |                 |   | 3,377   |  
|                                  |  |             |         |   |                 |   |         |  
|Rental property held for sale:    |  |             | 0       |   |                 |   | 1,795   |  
|                                  |  |             |         |   |                 |   |         |  
|Rental property:                  |  |             |         |   |                 |   |         |  
|Buildings and improvements        |  |             | 59,582  |   |                 |   | 59,324  |  
|Furniture and equipment           |  |             | 2,649   |   |                 |   | 2,646   |  
|                                  |  |             |         |   |                 |   |         |  
|                                  |  |             | 62,231  |   |                 |   | 61,970  |  
|Less accumulated depreciation     |  |             | (32,091 | ) |                 |   | (30,914 | )
|                                  |  |             |         |   |                 |   |         |  
|                                  |  |             | 30,140  |   |                 |   | 31,056  |  
|                                  |  |            
|Land                              |  |             | 3,097   |   |                 |   | 3,097   |  
|                                  |  |             |         |   |                 |   |         |  
|                                  |  |             | 33,237  |   |                 |   | 34,153  |  
|                                  |  |             |         |   |                 |   |         |  
|Total assets                      |  | $           | 40,186  |   |                 | $ | 42,395  |  
|                                  |  |             |         |   |                 |   |         |  



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)



|                                                     |  |               |         |   |                 |   |         |  
|---------------------------------------------------- |  | ------------- | ------- | - | --------------- | - | ------- | -
|                                                     |  | June 30, 2004 |         |   | December 312003 |  
|                                                     |  | (Unaudited)   |         |   |                 |  
|LIABILITIES AND PARTNERS CAPITAL                    |  |               |         |   |                 |   |         |  
|Current liabilities:                                 |  |               |         |   |                 |   |         |  
|Current maturities of long-term debt                 |  | $             | 19,287  |   |                 | $ | 21,187  |  
|Accounts payable and accrued expenses                |  |               | 4,846   |   |                 |   | 4,237   |  
|Rents received in advance                            |  |               | 112     |   |                 |   | 102     |  
|Deposits held                                        |  |               | 399     |   |                 |   | 421     |  
|Accrued interest on mortgage notes payable           |  |               | 142     |   |                 |   | 257     |  
|                                                     |  |               |         |   |                 |   |         |  
|Total current liabilities                            |  |               | 24,786  |   |                 |   | 26,204  |  
|                                                     |  |               |         |   |                 |   |         |  
|Long-term debt, less current maturities:             |  |               |         |   |                 |   |         |  
|Mortgage notes payable                               |  |               | 26,613  |   |                 |   | 27,196  |  
|Promissory notes, including accrued interest payable |  |               | 19,938  |   |                 |   | 19,216  |  
|                                                     |  |               |         |   |                 |   |         |  
|                                                     |  |               | 46,551  |   |                 |   | 46,412  |  
|                                                     |  |               |         |   |                 |   |         |  
|Partners deficit:                                   |  |               |         |   |                 |   |         |  
|General Partners:                                    |  |               |         |   |                 |   |         |  
|NHT, Inc.                                            |  |               | (37     | ) |                 |   | (36     | )
|Other Operating General Partners                     |  |               | (286    | ) |                 |   | (264    | )
|                                                     |  |              
|Limited partners:                                    |  |               |         |   |                 |   |         |  
|Issued and outstanding 1,014,668 investment units    |  |               | (30,828 | ) |                 |   | (29,921 | )
|                                                     |  |               |         |   |                 |   |         |  
|                                                     |  |               | (31,151 | ) |                 |   | (30,221 | )
|                                                     |  |               |         |   |                 |   |         |  
|Total liabilities and partners capital              |  | $             | 40,186  |   |                 | $ | 42,395  |  
|                                                     |  |               |         |   |                 |   |         |  



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, 2004 AND 2003

(In Thousands, except per Unit Amounts)



|                                            |  |      |       |   |      |   |       |  
|------------------------------------------- |  | ---- | ----- | - | ---- | - | ----- | -
|                                            |  | 2004 |       |   | 2003 |  
|Revenues:                                   |  |      |       |   |      |   |       |  
|Rental revenues                             |  | $    | 2,731 |   |      | $ | 3,056 |  
|Other income                                |  |      | 80    |   |      |   | 117   |  
|                                            |  |      |       |   |      |   |       |  
|Total revenues                              |  |      | 2,811 |   |      |   | 3,173 |  
|                                            |  |      |       |   |      |   |       |  
|Expenses:                                   |  |      |       |   |      |   |       |  
|Administration                              |  |      | 456   |   |      |   | 524   |  
|Operating and maintenance                   |  |      | 509   |   |      |   | 606   |  
|Management fees                             |  |      | 273   |   |      |   | 316   |  
|Partnership asset management fees           |  |      | 86    |   |      |   | 85    |  
|Utilities                                   |  |      | 341   |   |      |   | 428   |  
|Taxes and insurance                         |  |      | 488   |   |      |   | 534   |  
|Depreciation and amortization               |  |      | 589   |   |      |   | 640   |  
|                                            |  |      |       |   |      |   |       |  
|Total expenses                              |  |      | 2,742 |   |      |   | 3,133 |  
|                                            |  |      |       |   |      |   |       |  
|Income from rental operations               |  |      | 69    |   |      |   | 40    |  
|                                            |  |      |       |   |      |   |       |  
|Other revenues and (expenses):              |  |      |       |   |      |   |       |  
|Interest income                             |  |      | 10    |   |      |   | 19    |  
|Interest expense                            |  |      | (696  | ) |      |   | (909  | )
|                                            |  |      |       |   |      |   |       |  
|Loss before gain on sale of rental property |  |      | (617  | ) |      |   | (850  | )
|Gain on sale of rental property             |  |      | 521   |   |      |   |      |  
|                                            |  |      |       |   |      |   |       |  
|Net loss                                    |  | $    | (96   | ) |      | $ | (850  | )
|                                            |  |      |       |   |      |   |       |  
|Net loss per limited partnership unit       |  | $    | (0.09 | ) |      | $ | (0.84 | )
|                                            |  |      |       |   |      |   |       |  



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NATIONAL HOUSING TRUST LIMITED PARTNERSHIP

COMBINED STATEMENTS OF OPERATIONS (UNAUDITED)

FOR THE SIX MONTHS ENDED JUNE 30, 2004
AND 2003

(In Thousands, except per Unit Amounts)



|                                            |  |      |        |   |      |   |        |  
|------------------------------------------- |  | ---- | ------ | - | ---- | - | ------ | -
|                                            |  | 2004 |        |   | 2003 |  
|Revenues:                                   |  |      |        |   |      |   |        |  
|Rental revenues                             |  | $    | 5,564  |   |      | $ | 6,105  |  
|Other income                                |  |      | 170    |   |      |   | 208    |  
|                                            |  |      |        |   |      |   |        |  
|Total revenues                              |  |      | 5,734  |   |      |   | 6,313  |  
|                                            |  |      |        |   |      |   |        |  
|Expenses:                                   |  |      |        |   |      |   |        |  
|Administration                              |  |      | 885    |   |      |   | 1,041  |  
|Operating and maintenance                   |  |      | 1,056  |   |      |   | 1,288  |  
|Management fees                             |  |      | 535    |   |      |   | 561    |  
|Partnership asset management fees           |  |      | 172    |   |      |   | 170    |  
|Utilities                                   |  |      | 906    |   |      |   | 1,042  |  
|Taxes and insurance                         |  |      | 1,024  |   |      |   | 1,096  |  
|Depreciation and amortization               |  |      | 1,177  |   |      |   | 1,282  |  
|                                            |  |      |        |   |      |   |        |  
|Total expenses                              |  |      | 5,755  |   |      |   | 6,480  |  
|                                            |  |      |        |   |      |   |        |  
|Income (loss) from rental operations        |  |      | (21    | ) |      |   | (167   | )
|                                            |  |      |        |   |      |   |        |  
|Other revenues and (expenses):              |  |      |        |   |      |   |        |  
|Interest income                             |  |      | 18     |   |      |   | 48     |  
|Interest expense                            |  |      | (1,436 | ) |      |   | (1,815 | )
|                                            |  |      |        |   |      |   |        |  
|Loss before gain on sale of rental property |  |      | (1,439 | ) |      |   | (1,934 | )
|Gain on sale of rental property             |  |      | 521    |   |      |   |       |  
|                                            |  |      |        |   |      |   |        |  
|Net loss                                    |  | $    | (918   | ) |      | $ | (1,934 | )
|                                            |  |      |        |   |      |   |        |  
|Net loss per limited partnership unit       |  | $    | (0.90  | ) |      | $ | (1.91  | )
|                                            |  |      |        |   |      |   |        |  



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NATIONAL HOUSING TRUST LIMITED PARTNERSHIP

COMBINED STATEMENTS OF CASH FLOWS (UNAUDITED)

FOR THE SIX MONTHS ENDED JUNE 30, 2004 AND 2003

(In Thousands)



|                                                                                |  |      |       |   |      |   |        |  
|------------------------------------------------------------------------------- |  | ---- | ----- | - | ---- | - | ------ | -
|                                                                                |  | 2004 |       |   | 2003 |  
|Cash flows from operating activities:                                           |  |      |       |   |      |   |        |  
|Net loss                                                                        |  | $    | (918  | ) |      | $ | (1,934 | )
|Adjustments to reconcile net loss to net cash provided by operating activities: |  |      |       |   |      |   |        |  
|Depreciation and amortization                                                   |  |      | 1,177 |   |      |   | 1,282  |  
|Gain on Sale of Rental Property                                                 |  |      | (521  | ) |      |   |        |  
|Accrued interest on promissory notes                                            |  |      | 777   |   |      |   | 1,100  |  
|Changes in operating assets and liabilities:                                    |  |      |       |   |      |   |        |  
|Increase in deposits, prepaids and other assets                                 |  |      | (978  | ) |      |   | (626   | )
|Increase in accounts payable and accrued expenses                               |  |      | 749   |   |      |   | 715    |  
|Increase (decrease) in other current liabilities                                |  |      | (13   | ) |      |   | 164    |  
|                                                                                |  |      |       |   |      |   |        |  
|Cash provided by operations                                                     |  |      | 273   |   |      |   | 701    |  
|                                                                                |  |      |       |   |      |   |        |  
|Investing activities:                                                           |  |      |       |   |      |   |        |  
|Additions to buildings, furniture and equipment, net                            |  |      | (261  | ) |      |   | (769   | )
|Withdrawals (deposits) to restricted cash, net                                  |  |      | (58   | ) |      |   | 684    |  
|                                                                                |  |      |       |   |      |   |        |  
|Cash used for investing activities                                              |  |      | (319  | ) |      |   | (85    | )
|                                                                                |  |      |       |   |      |   |        |  
|Financing Activities:                                                           |  |      |       |   |      |   |        |  
|General Partner cash distribution                                               |  |      | (13   | ) |      |   | -0-    |  
|Payment of term debt                                                            |  |      | (338  | ) |      |   | (582   | )
|                                                                                |  |      |       |   |      |   |        |  
|Net cash used for financing activities                                          |  |      | (351  | ) |      |   | (582   | )
|                                                                                |  |      |       |   |      |   |        |  
|Increase (decrease) in cash and cash equivalents                                |  |      | (397  | ) |      |   | 34     |  
|                                                                                |  |     
|Cash and cash equivalents beginning of year                                     |  |      | 808   |   |      |   | 993    |  
|                                                                                |  |      |       |   |      |   |        |  
|Cash and cash equivalents end of period                                         |  | $    | 411   |   |      | $ | 1,027  |  
|                                                                                |  |      |       |   |      |   |        |  



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 (the 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 2003 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 owned 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.



Each Operating Partnerships Property qualified for the Low Income
Housing Tax Credits (LIHTC). The LIHTC program 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 LIHTCs, the Property must be utilized as a
low-income property for 15 years before it can be sold. The Properties are being sold in 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 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 approximately $ .04 of credit per unit in 2004.



In certain
respects government-assisted housing complexes differ from conventional housing complexes. The differences 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 agency, (c) compliance with 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. Certain legislative initiatives and governmental budget negotiations could result in a reduction of funds available for the various HUD-administered housing programs and could also result in new limitations on
subsidized rent levels. This in turn could adversely impact the net operating income generated by the Properties.



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



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Because most of the Properties are reaching the end of their respective compliance periods, the focus of the Investment
Partnership is disposition of these Properties. Any disposition is subject to varying degrees of risk which are discussed under the heading General Disposition Information.



Properties



As of June 30, 2004, average occupancy of the Properties was 94.2%.



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 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 in accordance with applicable accounting pronouncements. Those accounting
pronouncements required 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. 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. In April of 2002, the Existing Condition Analysis for Research Park revealed current needs of approximately $4,616,933 in repairs, or $18,844/unit. 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 Departmental 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, 2002.



A MIO Plan is ordinarily required to be a 6-month plan; however, due to Research Parks condition, HUD permitted a 1-year plan. The
original MIO Plan was not accepted by HUD. Revisions were delivered to HUD in November 2002, and HUD has accepted the resubmitted MIO Plan. The approved MIO Plan indicates that $414,000 needs to be invested immediately to correct deficiencies. In
April 2003, HUD Chicago gave written notice that Research Park had been removed from Enforcement.



In 2002, occupancy remained very low, further impairing cash flow, causing a further increase in the payables and calling into question the continued economic viability of the Property and the Operating
Partnerships ability to continue to make mortgage payments or otherwise default on its obligations to MSHDA. MSHDA could foreclose on the Property, causing recapture of tax credits and cancellation of indebtedness income.



As part of the Propertys work-out strategy, the Operating Partnership retained
Southeastern Michigan Housing, L.L.C. to manage Research Park as of October 2002. During the past quarter, the operating cash flow has been increasing monthly due to higher rental revenues and lower operating expenses. The lower operating expenses
are mainly the utilities and the operating and maintenance.



As of June 30,
2004, the Partnership has contributed approximately $510,000 for HVAC repairs and replacement, oversight of such work, utility bills, reduction of payables, legal fees, MIO Plan consulting fees, settlement of liens and operating cash flow deficits.



The managing general partners effort to sell the Research Park Operating
Partnership to MHT Housing Inc., a Michigan nonprofit corporation, could not be completed in 2003, because HUD refused to grant a waiver related to Rental Assistance Program (RAP) subsidy; without a waiver, the RAP subsidy will expire
upon refinancing. Thus the Partnership will not be disposed of prior to the end of its compliance period (December 31, 2004). Two parties, the present management company and MHT Housing, Inc., may still be interested in the acquisition. To ensure
that the



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project is sold to the highest bidder who intends to preserve the project as affordable housing, NHT, Inc. has hired
Marcus and Millichap, a national brokerage, to assess the fair market value of the project and possibly to market the project.



Any sale could result in the forgiveness of soft debt held by MSHDA. Forgiveness of debt will result in ordinary income to the Unit holders, which may be offset partly or
wholly by suspended passive losses. Each Unit holders tax situation may be different and there can be no assurance that the disposition will not result in further adverse tax consequences.



In addition to the effort to sell the project to the highest bidder, the General Partner and
the management company have negotiated settlements with trade-payable creditors. As of June 30, 2004, negotiations with the creditors were concluded. Payables incurred during the periods of the previous management have been reduced to $130,000
through payments from the Investment Partnerships reserves and agreement with trade creditors for the reduction of debt. As of June 30, 2004, trade payables have a balance of $208,000. In the past several months, occupancy has increased to
95%, allowing the project to begin to breakeven. Even so, there is still significant risk in the operation. If occupancy falls again and payables mount, the financial feasibility of the Property would be doubtful and a foreclosure of the mortgage by
MSHDA may occur. Foreclosure and dissolution 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, it appears that that the property may stay solvent until the end of the compliance period in December 2004, however the long term feasibility of the project is still unknown.



A Greenville, Michigan Property



A Greenville, Michigan Property has experienced continuing cash flow deficits. The property did not adequately fund reserves for taxes,
insurance and replacement. As of December 2001, the property was deficient in the payment of real estate taxes and received advances from Rural Development to pay the delinquent taxes. As a result, the property was in technical default of the loan
agreement and may receive a Notice of Acceleration of Debt from the Rural Development Authority. To resolve this, the rental assistance payments due the Partnership were being withheld to apply to the advances from Rural Development. As
part of a work-out strategy, the managing general partner has entered into a purchase and sale contract to sell the Property. This sale was approved by the Partnership as Limited Partner of the Operating Partnership and by the Unit holders. Since
the Property transfer takes place prior to the end of the 15-year compliance period, the LIHTCs are bonded for 58 months beyond the 15-year compliance period. The sale closed in the second quarter of 2004, and proceeds of $71,000 will be
distributed to the Investment Partnership. As Investment Partnership liabilities are in excess of available assets and cash, no distributions will be made to Unit holders.



A Scottsville, Michigan Property



A Scottsville Michigan Property has experienced cash flow difficulties and has been unable to fully fund its replacement reserve required by
the Rural Housing Service, or to pay tax and insurance expense at year end. The managing general partner of the Operating Partnership has been working with Rural Housing Service to attempt to resolve these problems. Although the Property had $18,000
in delinquent taxes as of December 31, 2003, the Property was able to pay the delinquent taxes in the second quarter of 2004.



Four Oklahoma Properties



The four Oklahoma Properties have completed the HUD Restructuring Mark to Market Program. The debt on each Property 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 was completed in 2002. In addition, some capital improvement projects such as siding and roofs at three of the Properties will be funded from future cash flows.



Since these projects have reached the end of their compliance periods, the Managing General Partner has expressed an interest in the
acquisition of all four properties. In order to acquire the properties, the Managing General Partner must complete Transfers of Physical Assets (TPSs) through HUD.



Other Property Issues



As of June 30, 2004, seven Properties have cash flow difficulties largely because rents have not kept pace with operating expenses, in some
cases because the assets have deferred maintenance and major capital needs. For most of the Properties in the portfolio, a drop in occupancy, or an increase in operating, utility or insurance expense, can result in cash flow problems; since many of
the Properties continue to operate at the edge of break-even.



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Disposition of Properties



Of the 31 original Operating Partnerships, six have been liquidated or sold. Of the
remaining 25 Properties, twelve reached the end of their compliance period December 31, 2003; twelve reach the end of their compliance period December 31, 2004; and one reaches the end of its compliance period December 31, 2005. Work is ongoing to
formulate and implement plans for the sale and disposition of each of these Properties, in accordance with the Partnership Agreements of their respective Operating Partnerships. Consultants and experts in this field have been engaged to help
formulate appropriate disposition strategies.



General Disposition Information



The focus of the Investment
Partnership is currently disposition of its Properties. With respect to disposition of any Property, the availability of a pool of qualified and interested buyers 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 those in which the Investment Partnership has invested. Furthermore, the current uncertainty regarding potential future reductions in the level of federal governmental 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 that 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 impairment in the marketability of the Property to third parties for purpose of achieving the highest possible sale price.



On most of the Properties, for these and other reasons, in Managements
judgment, it is likely that proceeds from the disposition and sale of the Properties will not be in excess of the debt financing, liabilities of the Properties, and expenses of the sale. It is thus likely that the sale proceeds will not be
sufficient to make any distribution to the Unit holders and depending on the Unit holders tax situation, the Unit holder may incur tax liability without cash distributions to pay the taxes resulting from those sales.



Of the fourteen Properties with compliance periods that ended in 2002 and 2003, nine have
purchase money notes held by the qualified non-profit entities that originally sold such Properties. There is a risk of recapture of tax credits for non-corporate Unit holders in the event those purchase money notes are not repaid as required by
federal tax law. The disposition of these assets is a complicated process requiring the approvals of partners, lenders and government agencies. In addition, for the majority of these properties, the value of these properties did not produce a
sufficient sales price to repay these loans.



The Investment Partnership has
been advised by its consultants that in order to comply with federal tax law regarding the tax credits, the purchase money notes referred to above should have been be repaid within 90 days of the end of the compliance period. However, such time was
often not enough to complete a sale and repayment of the purchase money notes, even if a willing purchaser could have been found that would offer a sufficient amount of cash to repay the purchase money notes. Because of the complexity of these sales
and the uncertainty in the applicable rules that govern them, the General Partner has conferred with outside consultants. For the majority of these projects, the purchase money notes were not repaid within the time period required under federal tax
law, and there will be some tax credit recapture to Unit holders. There is uncertainty as to the scope of the potential tax credit recapture related to these purchase money notes. If all of the purchase money notes were not repaid within the time
period required by federal tax law, the tax credit recapture with interest and penalties for affected Unit holders could be as much as $3.07 per unit.



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Prior Dispositions



The two operating Partnerships that were liquidated in 1998 as a result of bankruptcy paid remaining operating Partnership liabilities out
of available Operating Partnership cash. Any cash in excess of liabilities was distributed to the Investment Partnership. As Investment Partnership liabilities were in excess of assets and available cash, no distributions were made to the Unit
holders.



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. As Partnership liabilities were in excess of assets and available cash, no distributions were made to the Unit holders.



One Property located in Columbus, Ohio was sold in December 2003. Its
compliance period ended December 31, 2002. The land owner exercised its right of first refusal. Through a process of appraisals, third party bids and a fairness opinion, the sale price and value of the Property were determined to be less than the
outstanding debt. There was no cash available for distribution and no distributions were made to the Unit holders. The sale was completed, the purchase money note paid and the project transferred on December 05, 2003. This Property had a purchase
money note from a non-profit organization, as described above, which was not able to be repaid within the ninety days of the end of the compliance period. The General Partner has worked with the managing General partner of the Operating partnership
and consultants to pursue all available options that are in the best interest of the Unit holders. However there will be recapture for some Unit holders of some credits previously taken.



Another Property located in Seattle, Washington was sold December 1, 2003. Its compliance period ended in December 2002. After an analysis
of the potential sales price and the outstanding debt on the Property, it was determined that there was no excess value in the Property and it should be sold for the outstanding debt. Therefore the Supervisory General Partner and Investment
Partnership assigned their respective interest in the Operating Partnership to the sole member of the Managing General Partner, the entity with the right of first refusal. This transfer was done with the approval of the loan holder and the Housing
Authority of the city of Seattle. There was no cash in excess of assets and no distributions were made to the Unit holders.



One Property located in Greenville, Michigan had Unit holder approval for a sale. The sale was completed, as expected, in late spring of 2004, and the tax credits were
bonded. Any cash in excess of liabilities will be distributed to the Investment Partnership. As Investment Partnership liabilities are in excess of assets and available cash, no distributions will be made to Unit holders.



Pending Dispositions



Two Properties located in Detroit, Michigan have Unit holder approval for the sale of the
general partner interest and ultimate sale of the Properties to the new general partner upon completion of the tax credit compliance period in December 2004. This plan is not expected to be executed, because of the issue with respect to the Rental
Assistance Payments. At this time, the property has stabilized and it appears that it may remain solvent through the end of 2004.



Eight Properties located in Ohio reached the end of their compliance period in December 2003. NHT, Inc., the Supervisory General Partner of each of the Operating
Partnerships for these Properties has contacted the Managing General Partner of each of these Operating Partnerships to obtain its plan of sale, which may include a bid process and/or appraisal. The Properties have purchase money notes held by the
qualified non-profit entities as described above. The Managing General Partner and Supervisory General Partner have unsuccessfully attempted to arrange payment terms with the note holder; therefore, the holder of the notes may enforce its rights by
taking a collateral assignment of the general partners interest in all Operating Partnerships and eventually acquire either all of the interests or all of the assets of those Partnerships. The value of the Properties based on appraisals and
other third-party analyses, is less than the existing debt on the Properties. The purchase money notes were not repaid within the 90-day period as required under federal tax laws. The holder of the purchase money notes informed NHTLP with a letter
dated June 4, 2004, that the entities are in default. A 30 day default notice was given. As a result; some investors may incur recapture of a portion of the tax credits previously taken. The Supervisory General Partner is working with outside
consultants in this field to determine the scope of the recapture.



Four
Properties located in Oklahoma reached the end of their compliance period December 2003. The General Partner continues to monitor the Managing General Partners progress on plans of disposition. The General Partner will follow the process
outlined in the partnership agreements and work to find a willing purchaser and complete the sale for the best possible price. The Managing General Partner is still interested in acquiring all projects.



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Liquidity and Capital Resources



If a Property were to lose its governmental rent subsidy or mortgage insurance, the
Operating Partnership holding such Property might be unable to fund expenses on an ongoing basis.



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



Neither the Managing General Partner of eight Operating Partnerships in Ohio nor its affiliated manager of the Properties has responded to inquiries by the Supervisory General Partner regarding certain cash balances
of those Operating Partnerships and their related Properties. The supervisory General Partner has retained special legal counsel to pursue such inquiry. For this reason, certain items typically stated as Cash and cash equivalents have been
classified as Prepaid expenses and other assets on the June 30, 2004 balance sheet.



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, subsidized 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). 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 or will expire
in fiscal year 2004, 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 2004, although
there can be no assurance that HUD will do so. In addition, the Managing General Partner and HUD have completed a restructuring proposal that provides for rehabilitation, a reduction of rents and a corresponding reduction of debt service on four
Oklahoma Properties. Although it is not anticipated, additional Properties 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, 2004 restricted cash
was $3,402,000. The restricted cash was composed of the Investment Partnership reserve of $14,000 and Operating Partnership reserves of $3,388,000. 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.



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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 June 30, 2004 the General Partner voluntarily deferred payment of $1,962,000 of its supervisory and program management fees. The General Partner is
under no obligation to continue to defer these fees, 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.



Results of Operations



The June 30, 2004 net loss of $918,000 decreased by 52.5% from the June 30, 2003 net loss of
$1,934,000, the reasons for the differences are discussed below.



Total
revenues decreased $579,000 (9.2%) in 2004 when comparing the six months ended June 30, 2004 and 2003. This primarily relates to the loss of $700,000 of revenues relating to the sale of two properties in December 2003 and one property in May of
2004. Without the effect of these properties for the second quarter 2003, revenues increased $120,000 (2.1%).



Total expenses exclusive of depreciation and interest for the six months ended June 30, 2004 and 2003 were $4,578,000 and $5,198,000 respectively. The $620,000 decrease in expenses between 2004 and 2003 primarily
relates to the sale of two properties in December of 2003 and one property in May of 2004. For the remaining like properties for the six months ended June 30, 2004 and 2003, the expenses exclusive of depreciation and interest decreased by $137,000.
The decrease primarily relates to a decrease in administrative expense of $24,000 (2.7%), a decrease in operating and maintenance expense of $136,000 (11.4%) and an increase in management fees of $19,000 (3.6%). The decrease in administrative
expense relates to a reduction in salaries at one property. The decrease of operating and maintenance expense relates to a decrease in security expense at two properties and reduced painting and renovation work done in 2004 as compared to 2003 at
several of the properties. The increase in management fees is due to additional administrative fees being paid at two of the properties and an increase of management fees at another property.



In recent years rental income, after 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 Partnerships combined operations. However, rent levels of the Properties are generally limited by the
requirements of the LIHTC 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 or a general increase in
insurance costs, the Operating Partnerships may be unable to increase rents sufficiently to compensate for increases in expenses. Due to changes in HUD programs, future increase 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



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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, claims or expenditure will not arise in
the future.



Critical Accounting
Policies



These financial statements have been prepared in accordance with
accounting principles generally accepted in the United States of America, which requires a Registrant to make certain estimates and assumptions. A summary of significant accounting policies is disclosed in Note 1 to the financial statements included
in the Investment Partnerships 2003 annual report. The following section is a summary of certain aspects of those accounting policies that may require subjective or complex judgments and are most important to the portrayal of Registrants
financial condition and results of operations. Registrant believes that there is a low probability that the use of different estimates or assumptions in making these judgments would result in materially different amounts being reported on the
financial statements.



| |  | Registrant combines its Operating Partnerships and eliminates intercompany transactions.
| | - | ----------------------------------------------------------------------------------------



| |  | If the carrying value of a property exceeds the estimated amount recoverable through future operations on an undiscounted basis, Registrant records a property at the lower of its
carrying value or its estimated fair value.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Recent Accounting Pronouncements



In
January 2003, the FASB issued Interpretation No. 46, Consolidation of Variable Interest Entities (FIN 46). FIN 46 requires a variable interest entity to be consolidated by a company if that company is subject to a majority of the risk of
loss from the variable interest entitys activities or entitled to receive a majority of the entitys residual returns or both. FIN 46 requires disclosures about variable interest entities that a company is not required to consolidate, but
in which it has a significant variable interest. FIN 46 is effective immediately for variable interest entities created after January 31, 2003 and for variable interest entities in which an enterprise obtains an interest after that date. In October
2003, the FASB deferred to the fourth quarter of 2003, from the third quarter, the implementation date of FIN 46 with respect to variable interest entities in which a variable interest was acquired before February 1, 2003. In December 2003, the FASB
approved various amendments to FIN 46 and released a revised version of FIN 46 (FIN46-R). In addition, the FASB extended the effective date until the first reporting period ending after March 15, 2004 for variable interest entities which are not
special purpose entities. The adoption of FIN 46 and FIN 46R will not have a material effect on the Partnerships consolidated financial statements.



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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK



None



ITEM 4. CONTROLS AND PROCEDURES



Based on the most
recent evaluation, which was completed as of June 30, 2004, the Investment Partnerships General Partners Chief Executive Officer and Chief Financial Officer believe the Investment Partnerships disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15 and 15d -15) are effective. There were not any significant changes in internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, nor were
there any corrective actions with regard to significant deficiencies and material weaknesses.



PART II. OTHER INFORMATION



ITEM 1. LEGAL PROCEEDINGS



None



ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS



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
31.1  Certification of Chief Executive Officer Dated August 23, 2004



Exhibit 31.2  Certification of Chief Financial Officer Dated August 23, 2004



Exhibit 32.1  Certification of Chief Executive Officer Dated August 23, 2004



Exhibit 32.2  Certification of Chief Financial Officer Dated August 23, 2004



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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 23, 2004 |  | 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 23, 2004 |  | By                                         |  | /s/ Susan E. Basting                      
|                     |  |                                            |  | Susan E. Basting,                         
|                     |  |                                            |  | Treasurer and Chief Financial Officer     
|                     |  |                                            |  | NHT, Inc., General Partner for            
|                     |  |                                            |  | National Housing Trust Limited Partnership



18