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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 March 31, 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

March 31, 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                                                             |  | 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                            |  | 16
|                                                                                              | 
|Item 4. Controls and Procedures                                                               |  | 16
|                                                                                             
|PART II OTHER INFORMATION                                                                    
|                                                                                              | 
|Item 1. Legal Proceedings                                                                     |  | 16
|                                                                                              | 
|Item 2. Changes in Securities and Use of Proceeds                                             |  | 16
|                                                                                              | 
|Item 3. Defaults Upon Senior Securities                                                       |  | 16
|                                                                                              | 
|Item 4. Submission of Matters to a Vote of Security Holders                                   |  | 16
|                                                                                              | 
|Item 5. Other Information                                                                     |  | 16
|                                                                                              | 
|Item 6. Exhibits and Reports on Form 8-K                                                      |  | 17



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NATIONAL HOUSING TRUST LIMITED PARTNERSHIP

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

(In Thousands)



|                                  |  |              |         |   |                 |   |         |  
|--------------------------------- |  | ------------ | ------- | - | --------------- | - | ------- | -
|ASSETS                            |  | March 312004 |         |   | December 312003 |  
|                                  |  | (Unaudited)  |         |   |                 |  
|Current Assets:                   |  |              |         |   |                 |   |         |  
|Cash and cash equivalents         |  | $            | 713     |   |                 | $ | 808     |  
|Tenants security deposits        |  |              | 372     |   |                 |   | 368     |  
|Mortgage escrow deposits          |  |              | 872     |   |                 |   | 811     |  
|Prepaid expenses and other assets |  |              | 1,217   |   |                 |   | 1,083   |  
|                                  |  |              |         |   |                 |   |         |  
|Total current assets              |  |              | 3,174   |   |                 |   | 3,070   |  
|                                  |  |              |         |   |                 |   |         |  
|Restricted Cash:                  |  |              | 3,487   |   |                 |   | 3,377   |  
|                                  |  |              |         |   |                 |   |         |  
|Rental property held for sale:    |  |              | 1,795   |   |                 |   | 1,795   |  
|                                  |  |              |         |   |                 |   |         |  
|Rental property:                  |  |              |         |   |                 |   |         |  
|Buildings and improvements        |  |              | 59,600  |   |                 |   | 59,324  |  
|Furniture and equipment           |  |              | 2,639   |   |                 |   | 2,646   |  
|                                  |  |              |         |   |                 |   |         |  
|                                  |  |              | 62,239  |   |                 |   | 61,970  |  
|Less accumulated depreciation     |  |              | (31,502 | ) |                 |   | (30,914 | )
|                                  |  |              |         |   |                 |   |         |  
|                                  |  |              | 30,737  |   |                 |   | 31,056  |  
|                                  |  |             
|Land                              |  |              | 3,097   |   |                 |   | 3,097   |  
|                                  |  |              |         |   |                 |   |         |  
|                                  |  |              | 33,834  |   |                 |   | 34,153  |  
|                                  |  |              |         |   |                 |   |         |  
|Total assets                      |  | $            | 42,290  |   |                 | $ | 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)



|                                                     |  |               |         |   |                 |   |         |  
|---------------------------------------------------- |  | ------------- | ------- | - | --------------- | - | ------- | -
|LIABILITIES AND PARTNERS CAPITAL                    |  | March 31,2004 |         |   | December 312003 |  
|                                                     |  | (Unaudited)   |         |   |                 |  
|Current liabilities:                                 |  |               |         |   |                 |   |         |  
|Current maturities of long-term debt                 |  | $             | 21,502  |   |                 | $ | 21,187  |  
|Accounts payable and accrued expenses                |  |               | 4,703   |   |                 |   | 4,237   |  
|Rents received in advance                            |  |               | 113     |   |                 |   | 102     |  
|Deposits held                                        |  |               | 424     |   |                 |   | 421     |  
|Accrued interest on mortgage notes payable           |  |               | 197     |   |                 |   | 257     |  
|                                                     |  |               |         |   |                 |   |         |  
|Total current liabilities                            |  |               | 26,939  |   |                 |   | 26,204  |  
|                                                     |  |               |         |   |                 |   |         |  
|Long-term debt, less current maturities:             |  |               |         |   |                 |   |         |  
|Mortgage notes payable                               |  |               | 26,897  |   |                 |   | 27,196  |  
|Promissory notes, including accrued interest payable |  |               | 19,497  |   |                 |   | 19,216  |  
|                                                     |  |               |         |   |                 |   |         |  
|                                                     |  |               | 46,394  |   |                 |   | 46,412  |  
|                                                     |  |               |         |   |                 |   |         |  
|Partners deficit:                                   |  |               |         |   |                 |   |         |  
|General Partners:                                    |  |               |         |   |                 |   |         |  
|NHT, Inc.                                            |  |               | (37     | ) |                 |   | (36     | )
|Other Operating General Partners                     |  |               | (272    | ) |                 |   | (264    | )
|                                                     |  |              
|Limited partners:                                    |  |               |         |   |                 |   |         |  
|Issued and outstanding 1,014,668 investment units    |  |               | (30,734 | ) |                 |   | (29,921 | )
|                                                     |  |               |         |   |                 |   |         |  
|                                                     |  |               | (31,043 | ) |                 |   | (30,221 | )
|                                                     |  |               |         |   |                 |   |         |  
|Total liabilities and partners capital              |  | $             | 42,290  |   |                 | $ | 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 MARCH 31, 2004 AND 2003

(In Thousands, except per Unit Amounts)



|                                      |  |      |       |   |      |   |        |  
|------------------------------------- |  | ---- | ----- | - | ---- | - | ------ | -
|                                      |  | 2004 |       |   | 2003 |  
|Revenues:                             |  |      |       |   |      |   |        |  
|Rental revenues                       |  | $    | 2,833 |   |      | $ | 3,050  |  
|Other income                          |  |      | 90    |   |      |   | 91     |  
|                                      |  |      |       |   |      |   |        |  
|Total revenues                        |  |      | 2,923 |   |      |   | 3,141  |  
|                                      |  |      |       |   |      |   |        |  
|Expenses:                             |  |      |       |   |      |   |        |  
|Administration                        |  |      | 430   |   |      |   | 517    |  
|Operating and maintenance             |  |      | 547   |   |      |   | 682    |  
|Management fees                       |  |      | 262   |   |      |   | 245    |  
|Partnership asset management fees     |  |      | 86    |   |      |   | 85     |  
|Utilities                             |  |      | 564   |   |      |   | 614    |  
|Taxes and insurance                   |  |      | 536   |   |      |   | 562    |  
|Depreciation and amortization         |  |      | 588   |   |      |   | 642    |  
|                                      |  |      |       |   |      |   |        |  
|Total expenses                        |  |      | 3,013 |   |      |   | 3,347  |  
|                                      |  |      |       |   |      |   |        |  
|Income (loss) from rental operations  |  |      | (90   | ) |      |   | (206   | )
|                                      |  |      |       |   |      |   |        |  
|Other revenues and (expenses):        |  |      |       |   |      |   |        |  
|Interest income                       |  |      | 7     |   |      |   | 29     |  
|Interest expense                      |  |      | (739  | ) |      |   | (907   | )
|                                      |  |      |       |   |      |   |        |  
|Net loss                              |  | $    | (822  | ) |      | $ | (1,084 | )
|                                      |  |      |       |   |      |   |        |  
|Net loss per limited partnership unit |  | $    | (0.81 | ) |      | $ | (1.07  | )
|                                      |  |      |       |   |      |   |        |  



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NATIONAL HOUSING TRUST LIMITED PARTNERSHIP

COMBINED STATEMENTS OF CASH FLOWS (UNAUDITED)

FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003

(In Thousands)



|                                                                                |  |      |      |   |      |   |        |  
|------------------------------------------------------------------------------- |  | ---- | ---- | - | ---- | - | ------ | -
|                                                                                |  | 2004 |      |   | 2003 |  
|Cash flows from operating activities:                                           |  |      |      |   |      |   |        |  
|Net loss                                                                        |  | $    | (822 | ) |      | $ | (1,084 | )
|Adjustments to reconcile net loss to net cash provided by operating activities: |  |      |      |   |      |   |        |  
|Depreciation and amortization                                                   |  |      | 588  |   |      |   | 642    |  
|Accrued interest on promissory notes                                            |  |      | 573  |   |      |   | 585    |  
|Changes in operating assets and liabilities:                                    |  |      |      |   |      |   |        |  
|Increase in deposits, prepaids and other assets                                 |  |      | (198 | ) |      |   | (385   | )
|Increase in accounts payable and accrued expenses                               |  |      | 464  |   |      |   | 278    |  
|Increase (decrease) in other current liabilities                                |  |      | (46  | ) |      |   | 103    |  
|                                                                                |  |      |      |   |      |   |        |  
|Cash provided by operations                                                     |  |      | 559  |   |      |   | 139    |  
|                                                                                |  |      |      |   |      |   |        |  
|Investing activities:                                                           |  |      |      |   |      |   |        |  
|Additions to buildings, furniture and equipment, net                            |  |      | (269 | ) |      |   | (358   | )
|Withdrawals (deposits) to restricted cash, net                                  |  |      | (110 | ) |      |   | 556    |  
|                                                                                |  |      |      |   |      |   |        |  
|Cash used for investing activities                                              |  |      | (379 | ) |      |   | 198    |  
|                                                                                |  |      |      |   |      |   |        |  
|Financing Activities:                                                           |  |      |      |   |      |   |        |  
|Payments of term debt                                                           |  |      | (275 | ) |      |   | (286   | )
|                                                                                |  |      |      |   |      |   |        |  
|Net cash (used) for, provided by financing Activities                           |  |      | (275 | ) |      |   | (286   | )
|                                                                                |  |      |      |   |      |   |        |  
|Increase (decrease) in cash and cash equivalents                                |  |      | (95  | ) |      |   | 51     |  
|                                                                                |  |     
|Cash and cash equivalents beginning of year                                     |  |      | 808  |   |      |   | 993    |  
|                                                                                |  |      |      |   |      |   |        |  
|Cash and cash equivalents end of period                                         |  | $    | 713  |   |      | $ | 1,044  |  
|                                                                                |  |      |      |   |      |   |        |  



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 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.



Each Operating Partnerships Property qualifies 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 March 31, 2004, average occupancy of the Properties was 95.6%.



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 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 defaults 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. Operationally, the Property is improving; although still operating at an operating cash flow deficit.



As of March 31, 2004, the Partnership has contributed approximately $478,000 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.



In an effort to resolve outstanding issues, the managing general partner of the Operating Partnership has been negotiating a purchase and
sales agreement with MHT Housing, Inc., a Michigan nonprofit corporation for the sale of the general partners interest in the Research Park Operating Partnership and the Young Manor Operating Partnership also located in Detroit. The agreement
is also expected to confer on MHT Housing, Inc. or an affiliate, an option to purchase both Properties at the end of the compliance period (December 31, 2004) for the value of the debt at that time.



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The managing general partner of the Operating Partnership has received MSHDAs approval of the terms of the sales
which would involve the assumption of certain debt and MSHDAs forgiveness of other debt and would not produce any cash for the Operating partnership or the Investment Partnership. HUD currently has refused to grant a waiver related to Rental
Assistance Program subsidy. Without the subsidy, the re-finance is not feasible. Therefore, the Managing General Partner is working with potential buyers to explore other options. Such options potentially will not be carried out until 2005, after
the end of the tax credit compliance period. Upon any sale, depending on the amount of debt that MSHDA forgives, the amount of ordinary income to the Unit holders could be significant. If the Unit holders have suspended passive losses, however, such
passive losses may be available to offset some or all of the cancellation of indebtedness income from the Research Park Operating Partnership and the Young Manor Operating Partnership. Each Unit holders tax situation may be different and there
can be no assurance that the final plan of restructuring will not result in further adverse tax consequences.



In addition to the original plan of the sale of the general partner interest and additional sale options being explored, the General Partner has been negotiating with the trade payable creditors to accept reduced
payments. As of December 31, 2003, negotiations with the creditors were concluded. Payables incurred during the period of the previous management company have been reduced to $153,000 through payments from the Investment partnerships reserves
and agreement with trade creditors for the reduction of debt. Currently trade payables have grown due to the operations continuing with impaired cashflow to $378,000 at March 31, 2004.



If operations continue on with impaired cash flow, then the financial feasibility of the Property is doubtful and a foreclosure of the
mortgage by MSHDA may occur. The 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, 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. 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
is in technical default of the loan agreement and may receive a Notice of Acceleration of Debt from the Rural Development Authority. Currently the rental assistance payments due the Partnership are being withheld to apply to the advances
from Rural Development. The managing general partner of the Operating Partnership has been working with the Rural Development Authority to resolve the cash flow problems; however, there can be no assurance as to how these matters will be resolved.
As 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. If
the Property transfer takes place prior to the end of the 15-year compliance period, the LIHTCs must be bonded. The bonds must cover 58 months beyond the 15-year compliance period. A LIHTC recapture bond has been obtained, but the price of the
bond to be paid out of the sale proceeds has yet to be determined and will vary depending on the sale date of the property. The goal is to close on the sale of the property late spring 2004. The property continues to experience cash flow
difficulties and has deferred maintenance costs.



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. Taxes were behind $18,000, as of
December 31, 2003. The Property plans to attempt to pay the total outstanding balance during 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 plans to acquire them for prices supported by appraisals.



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Other Property Issues

As of March 31, 2004, eight other Properties have cash flow difficulties as many of the Properties rents have not increased as much as expenses. For most of the Properties in the portfolio, any reduction in occupancy or 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.



Disposition of Properties



Of the 31 original Operating Partnerships, five have been liquidated or sold. Two reached the end of their compliance period December 31, 2002. Twelve properties reached
the end of their compliance period December 31, 2003. Thirteen reach the end of their compliance period December 31, 2004. One final Property reaches the end of its compliance period December 31, 2005. Work is ongoing to formulate and implement a
plan 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 which the Investment partnership has under the terms of the Operating partnership agreement 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 under federal tax law,
the purchase money notes referred to above should be repaid within 90 days of the end of the compliance period. This may not be enough time to complete a sale and repayment of the purchase money notes, even if a willing purchaser could be found that
will offer a sufficient amount of cash to repay the purchase money notes. Because of the complexity of these sales and the



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uncertainty in the applicable rules that govern them, the General Partner has conferred with outside consultants and may
request guidance from the IRS. For the majority of these projects, the purchase money notes could not be repaid as required under federal tax law, and there will be some tax credit recapture to Unit holders. There is uncertainty as to scope of the
potential tax credit recapture related to these purchase money notes. If all of the purchase money notes were not repaid as 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.



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 complete, the purchase money note paid and the project transferred in December 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 in December 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.



Pending Dispositions

One Property located in Greenville, Michigan has Unit holder approval for a sale. If the sale is completed as
expected, in late spring of 2004, the tax credits will be bonded. See the explanation above for more Property information.



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. It is unclear at this time whether this plan will be executed or whether the Properties will be able to remain solvent through the end of the 2004 year, the compliance
period. The General Partner is working to maintain the investors credits and formulate a plan to sell the Properties for the best price available. See the explanation above for more Property information.



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 non-profit purchase money notes as described above. The Managing General Partner and Supervisory General Partner have unsuccessfully attempted to arrange payment terms with the note holder. The value of the
Properties based on appraisals and other third party consultant analysis are not sufficient to pay off the notes. As a result, the purchase money notes were not paid off within the 90-day period as required by the Internal Revenue Service. For some
Unit holders this may cause recapture of a portion of the tax credits previously taken. The 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 has contacted the managing general partner to find out their plan of disposition. The General Partner will follow the



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process outlined in the partnership agreements and work to find a willing purchaser and complete the sale for the best
possible price. It is possible that the Managing General Partner may want to purchase these properties for an established value as set by an independent appraisal process.



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.



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 March 31, 2004 restricted cash was $3,487,000. The restricted cash was composed of the Investment Partnership reserve of $21,000 and
Operating Partnership reserves of $3,466,000. 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 March 31, 2004 the General Partner voluntarily deferred payment of $1,876,000 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.



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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, 2004 net loss of $822,000 decreased by 24.2% from the March 31, 2003 net loss of $1,084,000, the reasons for the differences are discussed below.



Total revenues decreased $218,000 (7.0%) in 2004 when comparing the three months ended March
31, 2004 and 2003. This primarily relates to the loss of $318,000 of revenues relating to the sale of two properties in December 2003. Without these two properties in the first quarter 2003, revenues increased $100,000 (3.5%).



Total expenses exclusive of depreciation and interest for the three months ended March 31,
2004 and 2003 were $2,425,000 and $2,705,000 respectively. The $280,000 decrease in expenses between 2004 and 2003 primarily relates to the sale of two properties in December of 2003. For the remaining like properties for the three months ended
March 31, 2004 and 2003, the expenses exclusive of depreciation and interest decreased by $49,000. The decrease primarily relates to a decrease in operating and maintenance expense of $89,000 (14.0%) and an increase in management fees of $38,000
(16.9%). 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 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.



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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 November 2002 the Financial Accounting Standards
Board (FASB) issued Interpretation No. 45, Guarantors Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others (FIN 45). FIN 45 requires disclosure of off-balance
sheet transactions, arrangements, obligations, guarantees or other relationships with unconsolidated entities or other persons that have, or are reasonably likely to have, a material effect on its financial condition, revenues or expenses, results
of operations, liquidity, capital expenditures or capital resources. The adoption of the accounting provisions of FIN 45 did not have a material effect on the Partnerships consolidated financial statements or disclosures.



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 March 31, 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



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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K



Exhibit
31.1  Certification of Chief Executive Officer Dated May 17, 2004



Exhibit 31.2  Certification of Chief Financial Officer Dated May 17, 2004



Exhibit 32.1  Certification of Chief Executive Officer Dated May 17, 2004



Exhibit 32.2  Certification of Chief Financial Officer Dated May 17, 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 May 17, 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 May 17, 2004 |  | By /s/ Susan E. Basting                   
|                  |  | Susan E. Basting, Treasurer               
|                  |  | and Chief Financial Officer               
|                  |  | NHT, Inc., General Partner for            
|                  |  | National Housing Trust Limited Partnership



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