<PAGE>   1
                                   FORM 10-Q
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1997

                         COMMISSION FILE NUMBER 0-14457


                  NATIONAL HOUSING PARTNERSHIP REALTY FUND III
                        (A MARYLAND LIMITED PARTNERSHIP)
             (Exact name of registrant as specified in its charter)



             MARYLAND                                  52-1394972
   (State or other jurisdiction                     (I.R.S. Employer
of incorporation or organization)                 Identification No.)



                         8065 LEESBURG PIKE, SUITE 400
                             VIENNA, VIRGINIA 22182
                    (Address of principal executive offices)
                                   (Zip Code)


                                 (703) 394-2400
              (Registrant's telephone number, including area code)

                                 NOT APPLICABLE
              (Former name, former address and former fiscal year,
                         if changed since last report.)


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 
    ----------     ---------
<PAGE>   2
PART 1 - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS

                  NATIONAL HOUSING PARTNERSHIP REALTY FUND III
                        (A MARYLAND LIMITED PARTNERSHIP)
                        STATEMENTS OF FINANCIAL POSITION


<TABLE>
<CAPTION>
                                                                            March 31,
                                                                               1997              December 31,
                                                                           (Unaudited)               1996       
                                                                           -----------           ------------   
<S>                                                                         <C>                   <C>
                              ASSETS
                              ------

Cash and cash equivalents                                                   $ 140,715             $ 140,782
Investments in and advances to Local Limited Partnerships (Note 2)              -                     -    
                                                                            ---------             ---------

                                                                            $ 140,715             $ 140,782
                                                                            =========             =========

                 LIABILITIES AND PARTNERS' DEFICIT
                 ---------------------------------

Liabilities:
   Administrative and reporting fee payable to General Partner (Note 3)     $ 555,299             $ 533,737
   Accrued expenses                                                            51,095                39,095
                                                                            ---------             ---------

                                                                              606,394               572,832
                                                                            ---------             ---------

Partners' deficit:
   General Partner -- The National Housing Partnership (NHP)                  (99,906)              (99,570)
   Original Limited Partner -- 1133 Fifteenth Street Three Associates        (104,806)             (104,470)
   Other Limited Partners -- 11,500 investment units                         (260,967)             (228,010)
                                                                            ---------             --------- 

                                                                             (465,679)             (432,050)
                                                                            ---------              -------- 

                                                                            $ 140,715             $ 140,782
                                                                            =========             =========
</TABLE>





                       See notes to financial statements.

                                      -1-
<PAGE>   3
                  NATIONAL HOUSING PARTNERSHIP REALTY FUND III
                        (A MARYLAND LIMITED PARTNERSHIP)
                            STATEMENTS OF OPERATIONS
                                  (UNAUDITED)



<TABLE>
<CAPTION>
                                                                       Three Months Ended March 31,     
                                                                  --------------------------------------
                                                                      1997                      1996    
                                                                  ------------              ------------
         <S>                                                    <C>                      <C>
         REVENUES:
            Interest income                                        $   1,272                 $   3,878
                                                                   ---------                 ---------

         COSTS AND EXPENSES:
            Administrative and reporting fees to
              General Partner (Note 3)                                21,562                    21,562
            Other operating expenses                                  13,339                    11,700
                                                                   ---------                 ---------

                                                                      34,901                    33,262
                                                                   ---------                 ---------

         NET LOSS                                                  $ (33,629)                $ (29,384)
                                                                   =========                 ========= 

         NET LOSS ASSIGNABLE TO LIMITED PARTNERS                   $ (32,957)                $ (28,796)
                                                                   =========                 ========= 

         NET LOSS PER LIMITED PARTNERSHIP
           INTEREST                                                $      (3)                $     (3)
                                                                   =========                 ======== 
</TABLE>





                       See notes to financial statements.

                                      -2-
<PAGE>   4
                  NATIONAL HOUSING PARTNERSHIP REALTY FUND III
                        (A MARYLAND LIMITED PARTNERSHIP)
                         STATEMENT OF PARTNER'S DEFICIT
                                  (UNAUDITED)



<TABLE>
<CAPTION>
                                         The National         1133
                                           Housing         Fifteenth          Other
                                         Partnership      Street Three       Limited
                                            (NHP)          Associates        Partners          Total
                                         -----------       ----------        --------          -----
<S>                                       <C>             <C>              <C>              <C>
Deficit at January 1, 1997                $(99,570)       $(104,470)       $(228,010)       $(432,050)

Net loss -- three months ended
  March 31, 1997                              (336)            (336)         (32,957)         (33,629)
                                          --------        ---------        ---------        --------- 

Deficit at March 31, 1997                 $(99,906)       $(104,806)       $(260,967)       $(465,679)
                                          ========        =========        =========        ========= 

Percentage interest at March 31, 1997            1%               1%              98%             100%
                                          ========        =========        =========        =========
                                               (A)              (B)              (C)
</TABLE>

(A)      General Partner
(B)      Original Limited Partner
(C)      Consists of 11,500 investment units of 0.008522% held by 921 investors





                       See notes to financial statements.

                                      -3-
<PAGE>   5
                  NATIONAL HOUSING PARTNERSHIP REALTY FUND III
                        (A MARYLAND LIMITED PARTNERSHIP)
                            STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)



<TABLE>
<CAPTION>
                                                                     Three Months Ended March 31,     
                                                                  ----------------------------------     
                                                                     1997                    1996    
                                                                  ---------               ----------  
<S>                                                            <C>                        <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Interest received                                              $   1,272               $    3,878
   Operating expenses paid                                           (1,339)                  (1,700)
                                                                  ---------               ----------

   Net cash (used in) provided by operating activities                 (67)                    2,178
                                                                  --------                ----------

CASH AND CASH EQUIVALENTS, BEGINNING OF
  PERIOD                                                            140,782                  164,374
                                                                  ---------               ----------

CASH AND CASH EQUIVALENTS, END OF PERIOD                          $ 140,715               $  166,552
                                                                  =========               ==========

RECONCILIATION OF NET LOSS TO NET CASH
  (USED IN) PROVIDED BYOPERATING ACTIVITIES:
    Net loss                                                      $ (33,629)              $  (29,384)
                                                                  ---------               ----------
    Adjustments to reconcile net loss to net cash provided by
      (used in) operating activities:
         Increase in administrative and reporting fees
           payable                                                   21,562                   21,562
         Increase in other accrued expenses                          12,000                   10,000
                                                                  ---------               ----------

         Total adjustments                                           33,562                   31,562
                                                                  ---------               ----------

    Net cash (used in) provided by operating activities           $     (67)              $    2,178
                                                                  =========               ==========
</TABLE>





                       See notes to financial statements.

                                      -4-
<PAGE>   6
                  NATIONAL HOUSING PARTNERSHIP REALTY FUND III
                        (A MARYLAND LIMITED PARTNERSHIP)
                         NOTES TO FINANCIAL STATEMENTS



(1)      ACCOUNTING POLICIES

         ORGANIZATION

         National Housing Partnership Realty Fund III (the "Partnership") is a
         limited partnership organized under the laws of the State of Maryland
         under the Maryland Revised Uniform Limited Partnership Act on May 10,
         1985. The Partnership was formed for the purpose of raising capital by
         offering and selling limited partnership interests and then investing
         in limited partnerships ("Local Limited Partnerships"), each of which
         owns and operates an existing rental housing project which is financed
         and/or operated with one or more forms of rental assistance or
         financial assistance from the U.S. Department of Housing and Urban
         Development ("HUD").

         The General Partner raised capital for the Partnership by offering and
         selling to additional limited partners 11,500 investment units at a
         price of $1,000 per unit. The Partnership acquired limited partnership
         interests ranging from 94.5% to 99% in twelve Local Limited
         Partnerships, which were organized to directly or indirectly own and
         operate existing rental housing projects.

         BASIS OF PRESENTATION

         The accompanying unaudited interim financial statements reflect all
         adjustments which are, in the opinion of management, necessary to a
         fair statement of the financial condition and results of operations
         for the interim periods presented. All such adjustments are of a
         normal and recurring nature.

         While the General Partner believes that the disclosures presented are
         adequate to make the information not misleading, it is suggested that
         these financial statements be read in conjunction with the financial
         statements and notes included in NHP Realty Fund III's Annual Report
         filed in Form 10-K for the year ended December 31, 1996.

(2)      INVESTMENTS IN AND ADVANCES TO LOCAL LIMITED PARTNERSHIPS

         The Partnership owns a 99% limited partnership interest in Brunswick
         Village Limited Partnership and 94.5% limited partnership interests
         (98% with respect to allocation of losses) in nine other Local Limited
         Partnerships. The Partnership also acquired a 99% limited partnership
         interest in Meadowood Townhouses I Limited Partnership and Meadowood
         Townhouses III Limited Partnership. These two Local Limited
         Partnerships each own a 99% limited partnership interest in an
         operating limited partnership which holds title to one and two rental
         housing properties, respectively. The Partnership's effective interest
         in these operating limited partnerships is 98.01%.

         Because the Partnership, as a limited partner, does not exercise
         control over the activities of the Local Limited Partnerships in
         accordance with the partnership agreements, these investments in Local
         Limited Partnerships are accounted for using the equity method. Thus,
         the investments (and the advances made to the Local Limited
         Partnerships as discussed below) are carried at cost less the
         Partnership's share of the Local Limited Partnerships' losses and
         distributions.  However, because the Partnership is not legally liable
         for the obligations of the Local Limited Partnerships, and is not
         otherwise committed to provide additional support to them, it does not
         recognize losses once its investments, reduced for its share of losses
         and cash distributions, reach zero in each of the individual Local
         Limited Partnerships. As of March 31, 1997 and December 31, 1996,
         investments in all twelve Local Limited Partnerships had been reduced
         to zero. As a result, the Partnership did not recognize $315,210 and
         $266,960 of losses from these twelve Local Limited Partnerships during
         the three months ended March 31, 1997 and 1996, respectively. As of
         March 31, 1997 and December 31, 1996, the Partnership has not
         recognized a total of $14,596,561 and $14,281,351, respectively, of
         its allocated share of cumulative losses from the Local Limited
         Partnerships in which its investment is zero.





                                      -5-
<PAGE>   7
                  NATIONAL HOUSING PARTNERSHIP REALTY FUND III
                        (A MARYLAND LIMITED PARTNERSHIP)
                         NOTES TO FINANCIAL STATEMENTS



         Advances made by the Partnership to the individual Local Limited
         Partnerships are considered part of the Partnership's investment in
         Local Limited Partnerships. When advances are made, they are charged
         to operations as a loss on investment in the Local Limited Partnership
         using previously unrecognized cumulative losses. As discussed above,
         due to the cumulative losses incurred by the Local Limited
         Partnerships, the aggregate balance of investments in and advances to
         Local Limited Partnerships has been reduced to zero at March 31, 1997
         and December 31, 1996. To the extent these advances are repaid by the
         Local Limited Partnerships in the future, the repayments will be
         credited as distribution and repayments received in excess of
         investment in Local Limited Partnerships. These advances are carried
         as a payable to the Partnership by the Local Limited Partnerships.

         No working capital advances or repayments occurred between the
         Partnership and the Local Limited Partnerships during the three months
         ended March 31, 1997 and 1996. The combined amount carried as due to
         the Partnership by the Local Limited Partnerships was $538,469 as of
         March 31, 1997. Future advances made will be charged to operations;
         likewise, future repayments will be credited to operations.

         The following are combined statements of operations for the three
         months ended March 31, 1997 and 1996, respectively, of the Local
         Limited Partnerships in which the Partnership has invested. The
         statements are compiled from financial statements of the Local Limited
         Partnerships, prepared on the accrual basis of accounting, as supplied
         by the management agents of the projects, and are unaudited.

                       COMBINED STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>
                                                                       Three Months Ended March 31,      
                                                                   -----------------------------------   
                                                                      1997                     1996      
                                                                   ----------               ----------    
         <S>                                                       <C>                      <C>
         Rental income                                             $2,165,933               $2,133,808
         Other income                                                  84,988                   88,580
                                                                   ----------               ---------- 

             Total income                                           2,250,921                2,222,388
                                                                   ----------               ----------

         Operating expenses                                         1,449,050                1,430,683
         Interest, taxes and insurance                                776,729                  735,211
         Depreciation                                                 346,469                  328,497
                                                                   ----------               ----------

             Total expenses                                         2,572,248                2,494,391
                                                                   ----------               ----------

         Net loss                                                  $ (321,327)              $ (272,003)
                                                                   ==========               ========== 

         National Housing Partnership Realty Fund III
           share of losses                                         $ (315,210)              $ (266,960)
                                                                   ==========               ========== 
</TABLE>





                                      -6-
<PAGE>   8
                  NATIONAL HOUSING PARTNERSHIP REALTY FUND III
                        (A MARYLAND LIMITED PARTNERSHIP)
                         NOTES TO FINANCIAL STATEMENTS


(3)      TRANSACTIONS WITH THE GENERAL PARTNER

         During the three month periods ended March 31, 1997 and 1996, the
         Partnership accrued administrative and reporting fees payable to the
         General Partner in the amount of $21,562 for services provided to the
         Partnership. The Partnership has not made any payments to the General
         Partner for these fees during each of the respective periods. The
         amount of fees due the General Partner by the Partnership was $555,299
         and $533,737 at March 31, 1997 and December 31, 1996, respectively.

         The accrued administrative and reporting fees payable to the General
         Partner will be paid as cash flow permits or from proceeds generated
         from the sale or refinancing of one or more of the underlying
         properties of the Local Limited Partnerships.





                                      -7-
<PAGE>   9



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

                  NATIONAL HOUSING PARTNERSHIP REALTY FUND III
                        (A MARYLAND LIMITED PARTNERSHIP)




The Private Securities Litigation Reform Act of 1995 provides a "safe harbor"
for forward-looking statements in certain circumstances. Certain information
included in this Report and other Partnership filings (collectively "SEC
Filings") under the Securities Act of 1933, as amended, and the Securities
Exchange Act of 1934, as amended (as well as information communicated orally or
in writing between the dates of such SEC Filings) contains or may contain
information that is forward looking, including statements regarding the effect
of government regulations. Actual results may differ materially from those
described in the forward-looking statements and will be affected by a variety
of factors including national and local economic conditions, the general level
of interest rates, terms of governmental regulations that affect the
Partnership and interpretations of those regulations, the competitive
environment in which the properties owned by the Local Limited Partnerships
operate, the availability of working capital and dispositions of properties
owned by the Partnership.

LIQUIDITY AND CAPITAL RESOURCES

The properties in which the Partnership has invested, through its investments
in the Local Limited Partnerships, receive one or more forms of assistance from
Federal, state or local governments or agencies. As a result, the Local Limited
Partnerships' ability to transfer funds either to the Partnership or among
themselves in the form of cash distributions, loans or advances is generally
restricted by these government-assistance programs. These restrictions,
however, are not expected to impact the Partnership's ability to meet its cash
obligations.

For the past several years, various proposals have been advanced by the United
States Department of Housing and Urban Development ("HUD"), Congress and others
proposing the restructuring of HUD's rental assistance programs under Section 8
of the United States Housing Act of 1937 ("Section 8"), under which many
affiliated properties receive rental subsidies. One such proposal has recently
been introduced in the U.S. Senate, and two such proposals have recently been
introduced in the U.S. House of Representatives. These proposals generally seek
to lower subsidized rents to market levels and to lower required debt service
costs as needed to ensure financial viability at the reduced rents, but utilize
varying approaches to achieve that goal. Congress is currently also considering
various proposals for the renewal of Section 8 contracts that will expire
during the federal fiscal year 1998 (October 1997 through September 1998).
While the Partnership does not believe that the proposed changes would result
in a significant number of tenants relocating from properties owned by the
Local Limited Partnerships, there can be no assurance that the proposed changes
would not significantly affect the operations of the properties of the Local
Limited Partnerships. Furthermore, there can be no assurance that changes in
federal subsidies will not be more restrictive than those currently proposed or
that other changes in policy will not occur. Any such changes could have an
adverse effect on the operation of the Partnership.

Net cash used in operations for the three months ended March 31, 1997 was $67
as compared to net cash provided by operations of $2,178 for the three months
ended March 31, 1996. The increase in cash used in operations resulted from a
decrease in interest income received during the three months ended March 31,
1997, compared to the three months ended March 31, 1996.

No working capital advances or repayments occurred between the Partnership and
the Local Limited Partnerships during the three months ended March 31, 1997 and
1996. The combined amount carried as due to the Partnership by the Local
Limited Partnerships was $538,469 as of March 31, 1997. Future advances made
will be charged to operations; likewise, future repayments will be credited to
operations.





                                      -8-
<PAGE>   10
                  NATIONAL HOUSING PARTNERSHIP REALTY FUND III
                        (A MARYLAND LIMITED PARTNERSHIP)
          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                           AND RESULTS OF OPERATIONS




Distributions received from Local Limited Partnerships represent the
Partnership's proportionate share of the excess cash available for distribution
from the Local Limited Partnerships. As a result of the use of the equity
method of accounting for the Partnership's investments, as of March 31, 1997,
investments in all twelve Local Limited Partnerships had been reduced to zero.
For these investments, cash distributions received are recorded in income as
distributions received in excess of investment in Local Limited Partnerships.
There were no cash distributions during the three months ended March 31, 1997
and 1996. The receipt of distributions in future quarters is dependent upon the
operations of the underlying properties of the Local Limited Partnerships.

Cash and cash equivalents amounted to $140,715 at March 31, 1997. The ability
of the Partnership to meet its on-going cash requirements, in excess of cash on
hand at March 31, 1997, is dependent upon the future receipt of distributions
from the Local Limited Partnerships and proceeds from sales or refinancings of
the underlying properties of the Local Limited Partnerships. Cash on hand at
March 31, 1997, plus any distributions from the underlying operations of the
combined Local Limited Partnerships is expected to adequately fund the
operations of the Partnership in the current year. However, there can be no
assurance that future distributions will be adequate to fund the operations
beyond the current year.

The Partnership currently owes the General Partner $555,299 for administrative
and reporting services performed. The payment of the unpaid administrative and
reporting fees will most likely result from the sale or refinancing of the
underlying properties of the Local Limited Partnerships, rather than through
recurring operations.

National Corporation for Housing Partnerships was a significant participant in
the drafting and passage of the Low Income Housing Preservation and Resident
Homeownership Act of 1990 ("LIHPRHA"). LIHPRHA creates a procedure under which
owners of properties assisted under the HUD Section 236 or 221(d)(3) program
may be eligible to receive financial incentives in return for agreeing to
extend their property's use as low income housing. The appropriation for the
Department of Housing and Urban Development (which administers LIHPRHA) for the
1997 fiscal year is insufficient to meet existing program demand. As part of
this appropriation, Congress directed HUD to suspend processing of any property
which had not received approval of a sale or refinancing under LIHPRHA as of
the date of enactment of the appropriation, which occurred on September 26,
1996. Brunswick Village and Meadowood I, II and III all received approval to be
sold under the program within the requisite time frame; however, none have been
allocated funds under the 1997 fiscal year appropriation, which is required so
that these transactions can close. It is uncertain at this point whether
LIHPRHA will receive future appropriations from Congress sufficient to allow
the sales of Brunswick Village and Meadowood I, II and III to close. In the
event that the LIHPRHA sales do not close, the General Partner will investigate
other sale or refinancing opportunities for these properties, but there can be
no assurance that these efforts will be successful. If unsuccessful, this could
have a substantially negative impact on the Partnership's future available
capital resources.

All of the Local Limited Partnerships in which the Partnership has invested
carry deferred acquisition notes due the original owner of each Property. The
deferred acquisition notes related to Meadowood Townhouses I and III reached
final maturity in April 1996. All other notes will reach final maturity during
1999. These notes are secured by both the Partnership's and NHP's interests in
the Local Limited Partnerships. In the event of a default on the notes, the
note holders would be able to assume NHP's and the Partnership's interests in
the Local Limited Partnerships.

On May 2, 1996, Meadowood Townhouses I and III Local Limited Partnerships
entered into an Agreement of Sale with Community Preservation and Development
Corporation, to sell their properties pursuant to the terms LIHPRHA. The





                                      -9-
<PAGE>   11
                  NATIONAL HOUSING PARTNERSHIP REALTY FUND III
                        (A MARYLAND LIMITED PARTNERSHIP)
          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                           AND RESULTS OF OPERATIONS



purchase price is based on the properties' Transfer Preservation Value, as
approved by HUD. Settlement is pending future appropriation of funds to HUD by
Congress for LIHPRHA.

In connection with the sale, a Forebearance Agreement has been executed which
extends the maturity date of the deferred acquisition notes made by the Local
Limited Partner. Under the terms of this agreement, the initial period of
forebearance expires on April 30, 1997. A further extension of forebearance
will be granted until December 31, 1997 if funding for such closing has been
approved by HUD. If such funding has not been approved by April 30, 1997, a
further extension of forebearance until January 2, 1998, will be granted to
permit the Local Limited Partnerships to submit an alternative plan to the note
holders, and to negotiate and close such plan. In consideration for the initial
period of extension of forebearance, the Local Limited Partnerships shall pay
solely from their share of the net sale proceeds received at closing, an
extension fee equal to 1% of the aggregate amount of principal due on the
notes. The Local Limited Partnerships shall have no liability for the extension
fee if closing of the sales does not occur. Upon expiration of the forebearance
period with extensions, the Local Limited Partnerships shall cause title to the
Local Limited Partnerships' interest in the Local Limited Partnerships to be
conveyed to the note holders.

In the absence of a LIHPRHA sale, the Partnership's continued ownership in
Meadowood Townhouses I and III Local Limited Partnerships is dependent on their
successful efforts to negotiate further amendments of the terms of the note and
the related sale and forebearance agreements. If title to the Local Limited
Partnership interest is conveyed to the note holder, the Partnership will not
receive any future benefits from the underlying Properties, and taxable income
will be generated and flow to the Partnership's investors without any
distributable cash. The specific impact of the tax consequences is dependent
upon each specific partner's individual tax situation.

RESULTS OF OPERATIONS

The Partnership has invested as a limited partner in twelve Local Limited
Partnerships which operate thirteen rental housing properties. In prior years,
results of operations of NHP Realty Fund III were significantly impacted by the
Partnership's share of the losses of the Local Limited Partnerships. These
losses included depreciation and accrued deferred acquisition note interest
expense which are noncash in nature. Because the investments in and advances to
Local Limited Partnerships have been reduced to zero, the Partnership's share
of the operations of the Local Limited Partnerships is no longer being
recorded.

The Partnership's net loss increased to $33,629 for the three months ended
March 31, 1997 from a net loss of $29,384 for the three months ended March 31,
1996. Net loss per unit of limited partnership interest was $3 for the 11,500
units outstanding throughout both periods. The increase in net loss was
primarily due to a decrease in interest income. The Partnership did not
recognize $315,210 of its allocated share of losses from the twelve Local
Limited Partnerships for the three months ended March 31, 1997, as the
Partnership's net carrying basis in these Partnerships had been reduced to
zero. The Partnership's share of losses from the Local Limited Partnerships, if
not limited to its investment account balance, would have increased $48,250
between periods, primarily due to an increase in operating expenses, interest,
taxes and insurance, partially offset by an increase in rental income.





                                      -10-
<PAGE>   12



                                   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 PARTNERSHIP REALTY FUND III
                         --------------------------------------------
                         (Registrant)
                         
                         
                         By:     The National Housing Partnership,
                                 its sole General Partner
                         
                         
                         By:     National Corporation for Housing
                                 Partnerships, its sole General Partner
                         
                         
                         
May 12, 1997             By:                         /s/ 
------------                     ----------------------------------------------
                                 Jeffrey J. Ochs
                                 As Vice President and Chief Accounting Officer





                                      -11-