SC 13E3/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13E-3

(Rule 13e-100)

(AMENDMENT NO. 8)

TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES
EXCHANGE ACT OF 1934 AND RULE 13e-3 THEREUNDER

RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE
SECURITIES EXCHANGE ACT OF 1934

NATIONAL HOUSING PARTNERSHIP REALTY FUND TWO

(Name of the Issuer)

NATIONAL HOUSING PARTNERSHIP REALTY FUND TWO
THE NATIONAL HOUSING PARTNERSHIP
NATIONAL CORPORATION FOR HOUSING PARTNERSHIPS
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
AIMCO PROPERTIES, L.P.
AIMCO-GP, INC.
AIMCO EQUITY SERVICES, INC.

(Name of Person(s) Filing Statement)

Limited Partnership Units

(Title of Class of Securities)

None

(CUSIP Number of Class of Securities)

Martha L. Long
Senior Vice President
Apartment Investment and Management Company
55 Beattie Place
Greenville, South Carolina 29601
(864) 239-1000

(Name, Address, and Telephone Numbers of Person Authorized to Receive Notices and
Communications on Behalf of the Person(s) Filing Statement)

Copies to:
Paul J. Nozick
Alston & Bird LLP
One Atlantic Center
1201 West Peachtree Street
Atlanta, Georgia 30309-3424
(404) 881-7000

This statement is filed in connection with (check the appropriate box):

a.	þ	The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.
b.	o	The filing of a registration statement under the Securities Act of 1933.
c.	o	A tender offer.
d.	o	None of the above.

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: o

Check the following box if the filing is a final amendment reporting the results of the transaction: o

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee
$7,000,000	$823.90

* For purposes of calculating the fee only. This amount assumes the sale of the assets of National Housing Partnership Realty Fund Two for $7,000,000. The amount of the filing fee, calculated in accordance with Section 14(g)(1)(A)(ii) and Rule 0-11(c) under the Securities Exchange Act of 1934, as amended, equals $117.70 per $1,000,000 of the asset sale price.

þ Check the box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid $823.90	Filing Party: National Housing Partnership Realty Fund Two
Form or Registration No.: PRE14A	Date Filed: September 23, 2005

TABLE OF CONTENTS

	ITEM 4. TERMS OF THE TRANSACTION
	ITEM 6. PURPOSE OF THE TRANSACTION AND PLANS OR PROPOSALS
	ITEM 16. EXHIBITS.
SIGNATURE
Further Disclosure Material

TRANSACTION STATEMENT

     This Amendment No. 8 to the Transaction Statement on Schedule 13E-3 relates to the sale of a property that constitutes substantially all of the assets of National Housing Partnership Realty Fund Two, a Maryland limited partnership (the “Partnership”), and an amendment to the Partnership’s agreement of limited partnership to extend the term of the Partnership and permit the proposed sale of property, all of which are described in the proxy statement on Schedule 14A, previously filed with the Securities and Exchange Commission (the “Proxy Statement”) by the Partnership. The item numbers and responses thereto below are provided in accordance with the requirements of Schedule 13E-3 and capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Proxy Statement.

     This Amendment No. 8 to the Transaction Statement on Schedule 13E-3 is being filed to report (i) the final results of the consent of the limited partners sought pursuant to the Proxy Statement and (ii) certain supplements and amendments to the Schedule 13E-3 items set forth below. In addition to the January 13, 2006 letter to the limited partners which reported the General Partner’s receipt of necessary consents to (i) extend the term of the Partnership from December 31, 2005 to December 31, 2006 and (ii) permit sales of the Partnership’s property or the property of the Partnership’s operating partnerships to the General Partner or its affiliates, the General Partner received the necessary consents to effect the Sale. Based on information provided by the solicitation agent for the solicitation, approximately 7,855.0 non-AIMCO affiliated units consented to the Sale (which equates to 51.93% of the Units not held by AIMCO affiliates), 971.0 non-AIMCO affiliated units withheld consent to the Sale (which equates to 6.42% of the Units not held by AIMCO affiliates) and 430.5 units abstained (which equates to 2.85% of the Units not held by AIMCO affiliates).

ITEM 4. TERMS OF THE TRANSACTION

(a) Item 4 is hereby amended and supplemented as follows:

Due to a change required under the regulatory approval process, in order to receive the tax credit allocation necessary to consummate the Sale on the essential terms disclosed in the Proxy Statement, Community Housing Concepts, Inc., a not-for-profit entity unaffiliated with the General Partner (“Community Housing”), has replaced AIMCO Equity Services, Inc. (“AES”) as the purchaser of the Property. On July 27, 2006, the Partnership’s operating partnership entered into an agreement commemorating the terms of the Sale of the Property to Community Housing instead of AES. Although the purchase price and material terms for the Property sale remain the same, and the economics to the General Partner, other AIMCO affiliates and limited partners did not materially change from those disclosed in the Proxy Statement, the structural change requiring the substitution of a not-for-profit purchaser did impact the timing of the Partnership’s ability to complete the Sale. The Partnership has been informed that Community Housing made a timely submission of the new tax credit application which was received by the appropriate regulatory authorities on July 31, 2006 and, although no assurances can be given, it is currently anticipated that the Sale will now be consummated in December, 2006.

ITEM 6. PURPOSE OF THE TRANSACTION AND PLANS OR PROPOSALS

(c) Item 6 is hereby amended and supplemented through incorporation by reference to the information included in Item 4 above.

ITEM 16. EXHIBITS.

(a)(1)	Proxy Statement, filed on Schedule 14A on November 22, 2005 is incorporated herein by reference.
(a)(2)	Additional soliciting material, previously filed on December 21, 2005 as an exhibit to Schedule 13E-3 and incorporated herein by reference.
(a)(3)	Press Release issued by the Partnership on December 28, 2005, previously filed on December 28, 2005 as an exhibit to Schedule 13E-3 and incorporated herein by reference.
(a)(4)	Additional soliciting materials extending the consent solicitation period, previously filed on December 30, 2005 as an exhibit to Schedule 13E-3 and incorporated herein by reference.
(a)(5)	Additional soliciting materials regarding the extension of the consent solicitation period, previously filed on January 9, 2006 as an exhibit to Schedule 13E-3 and incorporated herein by reference.
(a)(6)	Additional soliciting materials extending the consent solicitation period with respect to the property sale previously filed on January 13, 2006 as an exhibit to Schedule 13E-3 and incorporated herein by reference.
(a)(7)	Further disclosure material explaining the nature of the delay in consummating the sale of the Property.
(b)	Amended and Restated Secured Credit Agreement, dated as of November 2, 2004, by and among Apartment Investment and Management Company, AIMCO Properties, L.P., AIMCO/Bethesda Holdings, Inc., and NHP Management Company as the borrowers and Bank of America, N.A., Keybank National Association, and the Lenders listed therein (Exhibit 10.4 to Apartment Investment and Management Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2004 is incorporated herein by this reference).
(c)	Appraisal Report, dated as of January 14, 2005, by Integra Realty Services, previously filed on November 22, 2005 as an exhibit to Schedule 13E-3 and incorporated herein by reference.
(d)(1)	Agreement of Sale and Purchase, made effective as of the 14th day of February, 2005, by and between San Juan del Centro Limited Partnership,

	a Colorado limited partnership, and AIMCO Equity Services, Inc., a Virginia corporation (the “Agreement of Sale and Purchase”) , previously filed on November 22, 2005 as an exhibit to Schedule 13E-3 and incorporated herein by reference.
(d)(2)	Amendment No. 1 to the Agreement of Sale and Purchase, dated September 2, 2005, previously filed on November 22, 2005 as an exhibit to Schedule 13E-3 and incorporated herein by reference.
(d)(3)	Amendment No. 2 to the Agreement of Sale and Purchase, dated October 24, 2005, previously filed on November 22, 2005 as an exhibit to Schedule 13E-3 and incorporated herein by reference.
(f)	None.
(g)	None.

[Signatures on following pages]

SIGNATURE

     After due inquiry and to the best of its knowledge and belief, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.

Dated: September 1, 2006

NATIONAL HOUSING PARTNERSHIP REALTY FUND TWO
By:	The National Housing Partnership,
	its sole General Partner
	By:	National Corporation for Housing Partnerships,
		its sole General Partner
		By:	/s/ Martha Long
			Name:	Martha Long
			Title:	Senior Vice President

SIGNATURE

     After due inquiry and to the best of its knowledge and belief, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.

Dated: September 1, 2006

THE NATIONAL HOUSING PARTNERSHIP
By:	National Corporation for Housing Partnerships,
	its sole General Partner
	By:	/s/ Martha Long
		Name:	Martha Long
		Title:	Senior Vice President

SIGNATURE

     After due inquiry and to the best of its knowledge and belief, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.

Dated: September 1, 2006

NATIONAL CORPORATION FOR HOUSING PARTNERSHIPS
	By:	/s/ Martha Long
		Name:	Martha Long
		Title:	Senior Vice President

SIGNATURE

     After due inquiry and to the best of its knowledge and belief, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.

Dated: September 1, 2006

APARTMENT INVESTMENT AND MANAGEMENT COMPANY
	By:	/s/ Martha Long
		Name:	Martha Long
		Title:	Senior Vice President

SIGNATURE

     After due inquiry and to the best of its knowledge and belief, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.

Dated: September 1, 2006

AIMCO PROPERTIES, L.P.
By:	AIMCO-GP, Inc., its sole General Partner
	By:	/s/ Martha Long
		Name:	Martha Long
		Title:	Senior Vice President

SIGNATURE

     After due inquiry and to the best of its knowledge and belief, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.

Dated: September 1, 2006

AIMCO-GP, INC.
	By:	/s/ Martha Long
		Name:	Martha Long
		Title:	Senior Vice President

SIGNATURE

     After due inquiry and to the best of its knowledge and belief, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.

Dated: September 1, 2006

AIMCO EQUITY SERVICES, INC.
	By:	/s/ Martha Long
		Name:	Martha Long
		Title:	Senior Vice President

EX-99.(A)(7)

Exhibit (a)(7)

NATIONAL HOUSING PARTNERSHIP REALTY FUND TWO
55 Beattie Place
P.O. Box 1089
Greenville, South Carolina 29602

September 1, 2006

Dear Limited Partner:

     We previously submitted to you a consent solicitation regarding National Housing Partnership Realty Fund Two (the “Partnership”), dated November 22, 2005, as supplemented (the “Consent Solicitation Statement”), pursuant to which we sought and obtained the required approvals from the limited partners to (i) extend the term of the Partnership from December 31, 2005 to December 31, 2006, (ii) permit sales of the Partnership’s property or the property of the Partnership’s operating partnerships to the General Partner or its affiliates and (iii) effect the proposed sale (the “Sale”) by one of the Partnership’s operating partnerships of San Juan del Centro, a 150-unit apartment complex located in Boulder, Colorado (the “Property”), to AIMCO Equity Services, Inc., an affiliate of the General Partner (“AES”).

     Specifically, with respect to the Sale, and based on information provided by the solicitation agent for the solicitation, approximately 7,855.0 non-AIMCO affiliated units consented to the Sale (which equates to 51.93% of the Units not held by AIMCO affiliates), 971.0 non-AIMCO affiliated units withheld consent to the Sale (which equates to 6.42% of the Units not held by AIMCO affiliates) and 430.5 units abstained (which equates to 2.85% of the Units not held by AIMCO affiliates).

     Again, we wish to thank you for your consideration and action on these items. We also wanted to notify you that, due to a change required under the regulatory approval process, in order to receive the tax credit allocation necessary to consummate the Sale on the essential terms disclosed in the Consent Solicitation Statement, Community Housing Concepts, Inc., a not-for-profit entity unaffiliated with the General Partner (“Community Housing”), has replaced AES as the purchaser of the Property. On July 27, 2006, the Partnership’s operating partnership entered into an agreement commemorating the terms of the Sale of the Property to Community Housing instead of AES. Although the purchase price and material terms for the Property sale remain the same, and the economics to the General Partner, other AIMCO affiliates and limited partners did not materially change from those disclosed in the Consent Solicitation Statement, the structural change requiring the substitution of a not-for-profit purchaser did impact the timing of the Partnership’s ability to complete the Sale. The Partnership has been informed that Community Housing made a timely submission of the new tax credit application which was received by the appropriate regulatory authorities on July 31, 2006 and, although no assurances can be given, it is currently anticipated that the Sale will now be consummated in December, 2006.

     Although there will not be any material change to the financial terms of the sale or the economic benefits to affiliates of AIMCO as a result of completing the sale and tax syndication, the additional full year of 2006 operating expenses will likely cause a reduction in the estimated distribution per limited partnership unit in an amount currently estimated to be $6. As such, while no assurances can be given regarding the exact amount of the distribution, the estimated distribution would be approximately $67 per unit if the sale is consummated on or about December 31, 2006, rather than the approximately $73 per unit, as set forth in the Consent Solicitation Statement, which was calculated assuming the sale had occurred on September 30, 2005.

     In addition, as discussed in the Consent Solicitation Statement, the General Partner and certain of its affiliates will continue to receive management and other fees during 2006 until consummation of the sale and termination of the Partnership. It has been estimated that an increase in the amounts due to affiliates of AIMCO with respect to fees for management of both the Partnership and the operating partnership for the entirety of 2006 will total approximately $69,357. These amounts relate primarily to additional administrative and reporting fees, partnership administration fees, reimbursement to the General Partner for accountable expenses, and accrued interest on loans made to the Partnership and operating partnership. However, because AIMCO and its affiliates also hold interests in the Partnership, the reduction on the distribution per unit of approximately $6 as described above will cause AIMCO and its affiliates to cumulatively incur a decreased distribution of approximately $12,814 in the distribution upon the Sale. Therefore, the net increase in amounts paid to AIMCO affiliates with respect to management of both the Partnership and the operating partnership will be approximately $56,543 assuming a sale consummation date on or about December 31, 2006.

     We will continue to update you as significant events occur during the Sale process, and please do not hesitate to contact George Buchanan at (864) 239-1029 if you have any questions regarding the enclosed information.

Very truly yours,

THE NATIONAL HOUSING PARTNERSHIP