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                       NATIONAL TAX CREDIT PARTNERS, L.P.
                         55 Beattie Place, P.O. Box 1089
                              Greenville, SC 29602

May 10, 2005

Correspondence Filing Via Edgar and Overnight Delivery

United States Securities and Exchange Commission
Division of Corporation Finance
Mail Stop 0409
450 Fifth Street, NW
Washington, D.C.  20549
Attn:  Mr. Steven Jacobs

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

Ladies and Gentlemen:

This letter responds to the comments of the staff of the Securities and Exchange
Commission  (the  "Staff")  addressed to National Tax Credit  Partners,  L.P., a
California limited partnership (the "Partnership"),  in a letter dated April 26,
2005. The Partnership's response to the Staff's comments are set forth below and
are  numbered to  correspond  to the  numbering  of the Staff's  comments in the
Staff's letter.

                        *     *     *     *     *

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

Financial Statements and Notes

Report of Independent Registered Public Accounting Firm

        1.Comment:  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.

          Response: The Partnership's auditors have advised us that their Report
          of  Independent  Registered  Public  Accounting  Firm  should not have
          referenced reliance on the audits of other auditors. The Partnership's
          auditors have  provided a revised  Report  of  Independent  Registered
          Public Accounting Firm for inclusion with an amended Form 10-KSB to be
          filed with the Securities and Exchange Commission.

Note 1 - Organization and Summary of Significant Accounting Policies

Recent Accounting Pronouncements

        2. Comment:  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.

           Response:  The  Partnership  first  became  involved  with the  local
           limited  partnerships  in the  late  1980's  and  early  1990's.  The
           Partnership historically has used the equity method of accounting for
           its  investments  in  local  limited  partnerships.  The  individuals
           involved with the creation of the  Partnership are no longer employed
           by National  Partnership  Investments  Corp  ("NAPICO"),  the general
           partner of the Partnership. With the exception of one general partner
           that is  wholly-owned  by NAPICO and serves as the general partner of
           seven local limited  partnerships,  the general partners of the local
           limited  partnerships  are not  affiliated  with the  Partnership  or
           NAPICO.  Accordingly,  the Partnership's initial consideration of the
           requirements of FASB  Interpretation  No. 46 (revised December 2003),
           Consolidation  of  Variable  Interest  Entities  (FIN  46R) was based
           primarily on documents  related to the  formation of the  Partnership
           and the local  limited  partnerships  in its  adoption of FIN 46R and
           financial  information  available  as of December  31, 2003 and 2004.
           There  may  be  other   facts  and   circumstances   related  to  the
           Partnership's  involvement with the local limited  partnerships  that
           might be  relevant  in  making  determinations  required  by FIN 46R;
           however,  the Partnership  necessarily based its  determination  upon
           those  written  documents  available  and other  information  that is
           currently available to the Partnership.

           The Partnership's  determination that the local limited  partnerships
           are   variable   interest   entities   ("VIE")   was  made  based  on
           consideration  of paragraphs 5, 9 and 10 of FIN 46R. The  Partnership
           specifically  determined that four of the local limited  partnerships
           are VIEs  based on  paragraph  5(b)(1)  and  that  five of the  local
           limited partnerships are VIEs based on paragraphs 5(a),9 and 10.

           With  respect  to the  four  local  limited  partnerships  that  were
           determined to be VIEs under  paragraph  5(b)(1),  the group of equity
           holders at risk was comprised only of its limited partners (the group
           that  contributed  the capital  necessary to fund the  acquisition of
           properties owned by local limited partnerships). The general partners
           were not  considered  to have equity at risk  because  their  capital
           contributions were  insignificant.  Based on the terms of the related
           local limited partnership  agreements,  the limited partners were not
           deemed to have the right to make  decisions  that have a  significant
           effect on the operations or success of the local limited partnership.
           Therefore,  these four local limited  partnerships were determined to
           be VIEs and no further evaluation under paragraph 5 was necessary.

           With respect to five local limited  partnerships that were determined
           to be VIEs under paragraphs 5(a),9 and 10, the Partnership determined
           based on  review of the  audited  financial  statements  of the local
           limited partnerships and other available financial information,  that
           each  of the  local  limited  partnerships  had  insufficient  equity
           investment  at risk to  permit  the  local  limited  partnerships  to
           finance  their  activities.  Accordingly,  these five  local  limited
           partnerships were determined to be VIEs.

          The  Partnership's   determination  that  ten  of  the  local  limited
          partnerships   are  not  VIEs  was  made  based  on  consideration  of
          paragraphs 5, 9 and 10 of FIN 46R.

           With respect to these ten local limited partnerships, the Partnership
           determined that the capital contributions of the general partners and
           the limited  partners  were  significant  and  therefore the group of
           equity holders at risk was comprised of both the general  partner and
           the limited  partner.  The  Partnership  further  determined that the
           general partner controls and manages the day-to-day activities of the
           local limited  partnerships and therefore the group of equity holders
           at risk were deemed to have the right to make  decisions  that have a
           significant  effect on the operations or success of the local limited
           partnership.

           The Partnership noted that each general  partner's  relationship with
           the local limited  partnerships  involves the  following  significant
           activities  related to its rights and  obligations  under the related
           limited partnership agreements:

               o    The general partner shall manage and conduct the business of
                    the local limited partnerships;

               o    Employees  of the general  partner (or its  affiliates)  are
                    actively  involved in managing the  operations  of the local
                    limited partnerships

               o    The general  partner has the obligation to fund any recourse
                    obligations of the local limited partnerships

               o    The general  partner is authorized to borrow funds,  execute
                    and issue mortgage notes and other evidences of indebtedness

               o    The  general   partner   shall  operate  the  local  limited
                    partnerships and shall cause the management agents to manage
                    the properties in such a manner that the properties  will be
                    eligible to receive applicable tax credits

               o    The general  partner shall  promptly take any and all action
                    which  may  be  necessary  or  appropriate  to  perfect  and
                    maintain  the  local  limited  partnerships,  as  a  limited
                    partnership under state law, and to develop,  maintain,  and
                    operate  the  respective   local  limited   partnerships  in
                    accordance with provisions of the local limited  partnership
                    agreement and applicable  Federal,  state and local laws and
                    regulations

               o    The  general   partner   shall   cause  the  local   limited
                    partnerships to obtain and maintain at all times,  insurance
                    in such amounts and at terms customary for a project similar
                    to the local limited partnerships

               o    The  general   partner  is   responsible   for  obtaining  a
                    management   agent   for  the   respective   local   limited
                    partnerships

           In addition, the local limited partnership agreements each state that
           the  Partnership,  as  limited  partner,  shall  not take part in the
           management  of the local limited  partnership's  business or transact
           any business for the local limited partnership, nor have any power to
           sign for or to bind the local limited  partnership  or to subject the
           local limited partnership to any liability or obligation.

           The  Partnership  next  considered  paragraph  5(b)(2) and determined
           based on review of each of the local limited  partnership  agreements
           that the group of equity  holders at risk do not lack the  ability to
           absorb  expected  losses,  are not protected from the expected losses
           and are not guaranteed a return.

           The  Partnership  next  considered  paragraph  5(b)(3) and determined
           based on review of each of the local limited  partnership  agreements
           that the group of equity  holders  at risk do  receive  the  expected
           residual returns and are not subject to caps on expected returns.

           The Partnership  next considered  paragraph 5(c) and determined based
           on review of each of the local limited  partnership  agreements  that
           the general partner is generally the equity holder who is involved in
           the  partnership  activity of real estate  development and operations
           and also benefits  through the receipt of fees for services  provided
           to  the  local  limited   partnerships   and  the  right  to  receive
           distributions  from the local  limited  partnerships.  Therefore  the
           Partnership does not believe that substantially all of the activities
           of  the  respective  local  limited  partnerships  involve,  and  are
           performed on behalf of, the investor  (the limited  partner) that has
           disproportionately few voting rights.

           The  Partnership  next  considered  paragraph  5(a),  9  and  10  and
           determined based on review of the audited financial statements of the
           local limited partnership and other available  financial  information
           with  respect  to the local  limited  partnerships,  that each of the
           local limited  partnerships had sufficient equity investment at risk,
           as  demonstrated  by the ability of the local limited  partnership to
           finance its  activities  without  additional  subordinated  financial
           support.

           The Partnership concluded,  based on its qualitative consideration of
           the factors discussed above, that the ten local limited  partnerships
           are not VIEs.

           The  Partnership's  approach  to the  quantification  of  the  equity
           investment  at risk for each  general  partner  of the local  limited
           partnerships  consisted of reviewing the  partnership  agreements for
           the  determination  of the  capital  contribution  of the  respective
           partners. The Partnership considered payments to the general partners
           of  certain  fees  as  defined  in  the  local  limited   partnership
           agreements  that  could be  considered  a  reduction  of the  capital
           contributed;  however these fees were generally in  consideration  of
           services  performed by the general  partner or covenants  provided by
           the  general  partner  to fund  development  deficits  and  operating
           deficits  within a defined time period at the inception of each local
           limited partnership, and were determined to be reasonable in relation
           to the nature of the services  provided.  Therefore,  the Partnership
           concluded  that these fees should not be  considered  a reduction  of
           capital contributed by the general partner.

        3. Comment:  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 Limited  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.

           Response:  The Partnership  refers to the maximum exposure to loss at
           December 31, 2004 as a result of its involvement with  unconsolidated
           VIEs in order to comply with the disclosure requirements of paragraph
           24(c) of FIN 46R and not for  purposes  of  determining  the  primary
           beneficiary for the identified VIEs.

           The Partnership  evaluated the equity investment at risk based on the
           provisions of the local limited  partnership  agreements in place and
           any   subsequent   amendments  to  such  local  limited   partnership
           agreements.  As provided in paragraph 38 of FIN 46R, the  Partnership
           was unable to obtain  all of the  information  necessary  to make its
           determination at the date the Partnership  first became involved with
           the  local  limited  partnerships.   The  local  limited  partnership
           agreements are considered  "living" documents that capture changes in
           structure and terms of the  respective  local  limited  partnerships.
           Accordingly,  the  Partnership's  evaluation of equity  investment at
           risk was  considered  to be performed as of the date on which FIN 46R