SecProbe.io

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      October 17, 2005

Via Facsimile ((404) 253-8253) and U.S. Mail

Paul J. Nozick, Esq.
Alston & Bird LLP
One Atlantic Center
1201 West Peachtree Street
Atlanta, GA  30509

Re:	National Housing Partnership Realty Fund Two
    Schedule 13E-3
    File No. 005-54057
    Filed September 23, 2005

    Preliminary Proxy Statement on Schedule 14A
    Filed September 23, 2005
	File No. 000-14458

Dear Mr. Nozick:

      We have reviewed your filings and have the following
comments.
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 some of our comments, we may 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.

Schedule 13E-3

Item 16.  Exhibits
1. Please file the purchase agreement relating to the sale of the
San
Juan del Centro property.

Schedule 14A
2. Please advise as to whether the company is providing financial
information in accordance with Item 14 of Schedule 14A.  See also
Telephone Interpretation I.H.6 of the July 2001 Supplement to the
Division`s Manual of Publicly Available Telephone Interpretations
available on our website at www.sec.gov.  In this regard, it would
appear that you need to deliver the information required by Item
12
of Form S-4.  Please advise.

Letter to Limited Partners
3. Please quantify here and elsewhere in the consent solicitation
the
costs associated with remarketing the local partnership interests
(refer to the fourth bullet point following the eighth paragraph
of
this letter).
4. Quantify the costs described in the eleventh bullet point.
5. Refer to the thirteenth bullet point.  Explain why your
reference
to the tax depreciation expense of fixed assets put into service
in
2001 is disclosed for 2002 and 2004 but not for 2003.
6. Refer to the fourteenth bullet point.  Explain why
distributions
to limited partners are limited to $12,270 annually but are not
limited in connection with the distribution of the proceeds of the
sale of the subject property.

Summary
7. Generally revise your summary to delete duplicative disclosure.
8. Please state the date by which you expect to tabulate the
consents
to determine if the required approval of the limited partners has
been obtained.
9. Please quantify the costs associated with your status as a
reporting company, as disclosed in the sixth bullet point in this
summary.  Also explain supplementally, with a view toward possible
revised disclosure, why the number of limited partners is
decreasing,
given the lack of a trading market for your securities.
10. Regarding your initial definition of the "Affiliated Parties"
on
page 2, please amend your document to identify all of the parties
to
which you refer and to include all of the filing parties.  We note
that National Corporation for Housing Partnerships is a filing
person
but appears to have been omitted from the group of entities
defined
as Affiliated Parties.  Note additionally that each filing party
is
required to comply with all of the requirements of Schedules 13E-3
and 14A.  Please revise your filing as necessary.
11. We note your disclosure regarding the "currently favorable"
conditions for you to sell the subject property in the last
paragraph
of page 2.  It appears that some of the conditions (the interest
rate
environment, and the available tax benefits) may have been present
for more than one year.  Please explain how those conditions are
currently more favorable to the sale.
12. Refer to the penultimate paragraph on page 6.  Describe the
timing of obtaining the requisite consents to consummate the sale
of
the subject property.  Also, disclose whether you have applied for
the necessary HUD approvals described here.

Special Factors

Background
13. Please specify the timing of each development described in
this
section.  For example, when did the general partner consider the
advantages and disadvantages of continuing the operations of the
partnership in its current structure? When did the general partner
consider whether to sell the subject property to third parties or
to
an affiliate?
14. Refer to the third paragraph under the caption "Costs
Associated
with Being a Public Company."  You state that the property will
receive the low income housing tax credits "if the application can
be
amended..."  Explain what prevents you at this time from amending
the
application for tax credits.
15. We note that the Tax Credit Fund will purchase a majority
interest in the Purchaser Assignee for approximately $8.3 million.
Please explain why that is not the purchase price of the subject
property.
16. Refer to the last paragraph on page 9.  It appears that the
interest rate of the first and second mortgage loans is based on
the
same treasury bill rate plus a spread that varies by 5 basis
points,
yet the rate variation between the loans appears to be 50 basis
points.  Please reconcile.
17. On the same paragraph, disclose when you expect to obtain a
commitment reflecting the terms of the mortgages described.
18. Please quantify the benefits that AIMCO and its affiliates
will
realize, as described in the second full paragraph of page 10.

Sale Proceeds and Estimated Federal Income Tax Consequences, page
11
19. Given that you made your filings in late September, please
update
the estimates in this section and in the risk factors section to a
date more recent than July 31, 2005.

Risks Associated with the Sale, page 12
20. Please tell us whether you considered applying the concepts of
plain English to the second risk factor in this section.
21. With respect to the various fees to be paid to AIMCO and its
affiliates described in the paragraph entitled "If the sales
occur,
AIMCO and its affiliates will receive fees that other partners
will
not receive," disclose whether the fees are comparable to the fees
that may have been due had the partnership used unaffiliated third
parties to perform the stated services (i.e., the lease-up review
fee, and the syndication fees).
22. Please explain the additional share of net sales proceeds from
a
future sale of the subject property to be received by the AIMCO
affiliate.

Risks Associated with the Failure to Consummate the Sale, page 15
23. Refer to the first risk factor in this section.  Disclose who
is
the holder of the defaulted note and the reason for the default.
Also, disclose the likelihood that the holder of the note will
exercise its default remedies prior to the sale of the subject
property.

Risks Associated with the Failure to Consummate the Term
Extension,
page 17
24. Please describe and quantify the "significant additional costs
associated with" a sale of the local partnership interests, as
disclosed in the factor entitled "A failure to consummate the sale
prior to December 31, 2005 will result in the termination of the
partnership on December 31, 2005 and liquidation of the
partnership`s
assets..."

Reasons for and Fairness of the Proposals
Reasons for the Proposals, page 17
25. Please refer to the penultimate paragraph of page 18.  Tell
us,
with a view toward revised disclosure, whether the sale to an
affiliate qualifies the property to continue yielding tax credits
and
tax-exempt financing as described in the referenced paragraph.
26. Please explain why the property may generate taxable income
but
not enough cash to be distributed to limited partners to pay the
resulting tax liabilities, as disclosed under the caption "Future
taxable income may exceed distributions" on page 20.

Fairness of the Proposals

Negative Factors Considered
27. Please revise the second bullet point to present information
arranged by topic instead of including unrelated topics within the
same bullet point.  In addition, please describe here the fees
that
the affiliated parties will receive in connection with the planned
sale.

Appraisal of the Property
28. Please list the six sales, and related terms, described under
the
caption "Valuation under sales comparison approach."
29. Under the caption "Valuation under income capitalization
approach," explain what the appraiser considered an "appropriate
capitalization rate" and disclose the rate used.
30. Explain how the assumptions used in connection with the income
approach were derived.  Describe how the assumptions used compare
with industry averages for similar properties.
31. Please clarify in the last paragraph of this section that the
appraisal report is also filed as an exhibit to your Schedule 13E-
3
and is available on our website.

No Recommendation by the General Partner, page 27
32. We note that the general partner recommends that the sale of
the
subject property at this time is the prudent course of action
(page
18).  Throughout the remainder of the disclosure, you state that
you
offer no recommendation as to whether or not limited partners
should
adopt the sale.  Please clarify what you are recommending versus
what
you are not, i.e., are you not recommending the sale to
affiliates,
but do recommend the sale of the property now, at this time?
Please
conform the rest of your document, including the appropriate risk
factors to the revised disclosure.

The Amendment, page 28
33. Please provide us supplementally a copy of the current
partnership agreement.
34. Please disclose the number of consents required for approval
of
this amendment.

The Sale, page 28
35. Please provide here the meaning of defined terms such as
"Inspection Period," "Lender Consent Contingency," and
"Partnership
Approval Contingency Period."

Closing
      As appropriate, please amend your filing in response to
these
comments.  You may wish to provide us with marked copies of the
amendment to expedite our review.  Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested supplemental information.  Detailed cover letters
greatly facilitate our review.  Please understand that we may have
additional comments after reviewing your amendment and responses
to
our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing 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 each participant acknowledging that:

* the participant is responsible for the adequacy and accuracy of
the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the participant 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 filing or in
response to our comments on your filing.

      You may contact me at (202) 551-3619 with any questions.
You
may also contact me via facsimile at (202) 772-9203.  Please send
all
correspondence to us at the following ZIP code: 20549-3628.

								Sincerely,

								Daniel F. Duchovny
								Attorney-Advisor
								Office of Mergers &
Acquisitions
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Paul J. Nozick, Esq.
Alston & Bird LLP
October 17, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

         DIVISION OF
CORPORATION FINANCE

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