April 26, 2005


Mail Stop 0409

	VIA U.S. MAIL AND FAX (864) 239-5824

Mr. Brian H. Shuman
Sr. Vice President and Chief Financial Officer
National Partnership Investments Corp
55 Beattie Place, PO Box 1089
Greenville, SC 29602

Re:	National Tax Credit Partners LP
	Form 10-KSB for the year ended December 31, 2004
	File No. 0-18541

Dear Mr. Shuman:

      We have reviewed your above referenced filing and have the
following comments.  We have limited our review to only your
financial statements and related disclosures and will make no
further
review of your documents.  As such, all persons who are
responsible
for the adequacy and accuracy of the disclosure are urged to be
certain that they have included all information required pursuant
to
the Securities Exchange Act of 1934.

      Where indicated, we think you should revise your documents
in
response to these comments.  If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In our comments, we may also ask you to provide us with
supplemental
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.




Form 10-KSB for the year ended December 31, 2004

Financial Statements and Notes

Report of Independent Registered Public Accounting Firm
1. Please file the report(s) of the independent accountants
referenced by the principal accountants in their report, as
required
by Rule 2-05 of Regulation S-X.

Note 1 - Organization and Summary of Significant Accounting
Policies

Recent Accounting Pronouncements
2. You determined that nine of the entities in which the
Partnership
holds an interest at December 31, 2004 are VIEs and the
Partnership
is not the Primary Beneficiary of any of these entities.  In a
supplemental response, please tell us how you determined nine of
the
entities were VIEs and the remaining ten entities, of which the
Partnership holds an interest of greater than fifty-percent in
four
of them after December 15, 2004, were not VIEs.  In your response,
please address the authority and obligations of the general
partner(s) of the Local Limited Partnerships, and your
relationship
with the general partners.  Finally, please quantify the equity
investment at risk for each Local General Partner, net of any
upfront
fees received.
3. You refer to the Partnership`s maximum exposure to loss at
December 31, 2004 relative to determining the primary beneficiary
for
the identified VIEs.  In a supplemental response, please tell us
whether you evaluated the Partnership`s expected losses and
residual
returns and equity investment at risk as applicable at the time
the
Partnership became involved with the Local Partnerships, as
opposed
to its equity at risk at December 31, 2004. Additionally, please
address whether you included the Partnership`s rights to tax
credits
in the expected cash flows.

*    *    *    *

      Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  Please file
your
response on EDGAR.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that



* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.

      You may contact Matthew Dowling, Staff Accountant, at (202)
824-5141 or me at (202) 824-5222 if you have questions.


						Sincerely,


Steven Jacobs
						Accounting Branch Chief
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National Tax Credit Partners LP
April 26, 2005
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