UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________

FORM 8-K

CURRENT REPORT PURSUANT

~~Pursuant~~TO toSECTION ~~Section~~ 13 orOR 15 (d) ofOF ~~the~~THE

~~Securities~~SECURITIES ~~Exchange~~EXCHANGE ~~Act~~ACT ofOF 1934

Date of ~~Report~~report (Date of earliest event reported): ~~November~~December 1319, 2012

NATIONAL TAX CREDIT PARTNERS, L. P.

(Exact name of ~~Registrant~~registrant as specified in its charter)

California	~~0-18541~~	950-~~3906167~~18541	95-3906167
(State or other jurisdiction	(Commission	(I.R.S. Employer
(State or Other Jurisdiction of		(Commission File Number)	(I.R.S. Employer
of incorporation)	File Number)	Identification Number)
Incorporation)			Identification No.)
	80 International Drive Post Office Box 1089 Greenville, South Carolina 29602
	(Address of Principal Executive Offices, including zip code)

80Registrant’s ~~International~~Telephone ~~Drive~~Number, Including Area Code: (864) 239-1000

~~Post~~Check ~~Office~~the ~~Box~~appropriate ~~1089~~box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

~~Greenville,~~ ¨Written ~~South~~communications ~~Carolina~~pursuant ~~29602~~to Rule 425 under the Securities Act (17 CFR 230.425)

~~(Address~~ ¨ Soliciting ofmaterial ~~principal~~pursuant ~~executive~~to ~~offices~~Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(~~864~~b) ~~239~~under the Exchange Act (17 CFR 240.14d-~~1000~~2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(~~Issuer's~~c) ~~telephone~~under ~~number~~the Exchange Act (17 CFR 240.13e-4(c))

~~Check~~Item ~~the~~5.02 Departure ~~appropriate~~of ~~box~~Directors ~~below~~or ifCertain ~~the~~Officers; ~~Form~~Election ~~8-K~~of ~~filing~~Directors; isAppointment ~~intended to simultaneously satisfy the filing obligations~~ of ~~the~~Certain ~~registrant~~Officers; ~~under~~Compensatory ~~any~~Arrangements of ~~the~~Certain ~~following provisions:~~Officers

[National ~~] Written~~Tax ~~communications~~Credit ~~pursuant~~Partners, toL.P. ~~Rule~~(the ~~425~~“Partnership”) ~~under~~announced that, in connection with the ~~Securities~~transactions ~~Act~~described in Item 7.01 of this current report, effective December 19, 2012, Mr. John Bezzant has resigned as the equivalent of the chief executive officer of the Partnership. To fill this vacancy, the sole member of the corporate general partner of the Partnership has appointed Mr. Brian Flaherty. Effective December 19, 2012, Mr. Flaherty will serve as Senior Managing Director of the corporate general partner of the Partnership and the equivalent of the chief executive officer of the Partnership. In February 2012, Mr. Flaherty, 44, was appointed to Senior Managing Director with McGrath Investments Management, LLC with responsibilities for asset management and transactions. Previously, Mr. Flaherty served in various positions at Apartment Investment and Management Company (17“Aimco”), ~~CFR~~which ~~230~~he joined in 2002, most recently serving as Senior Vice President with responsibilities for asset management and transactions, from January 2011 to February 2012, and in various acquisition, asset management, and disposition functions within Aimco covering both conventional and affordable portfolios from 2002 through 2010.~~425~~ Prior to joining Aimco, Mr. Flaherty was Vice President of Acquisitions for National Partnership Investments Corporation (“NAPICO”), responsible for originating, structuring, and underwriting equity investments in multi-family Low Income Housing Tax Credit projects. From 1998 through 2001, Mr. Flaherty was Vice President of Acquisitions with Key Bank. From 1990 through 1998, Mr. Flaherty served in several capacities at Boston Capital Partners, a national real estate investment firm. Mr. Flaherty received a Bachelor of Science Degree in Accounting from Bentley College.

[Additionally, ~~] Soliciting~~in ~~material~~connection ~~pursuant~~with tothe ~~Rule~~transactions ~~14a-12~~described ~~under~~in Item 7.01 of this current report, effective December 19, 2012, Mr. Stephen Waters has resigned as the ~~Exchange~~equivalent ~~Act~~of ~~(17~~the ~~CFR~~chief ~~240~~financial officer of the Partnership.~~14a-12)~~ To fill this vacancy, the sole member of the corporate general partner of the Partnership has appointed Mr. Eric Mathis. Effective December 31, 2012, Mr. Mathis will assume the position of Vice President of the corporate general partner of the Partnership, and the equivalent of the chief financial officer of the Partnership with responsibilities for fund management and investor reporting. Since 2008, Mr. Mathis, 39, has served as the Director of Fund Management at Aimco with responsibilities for fund management and investor reporting. Prior to that, Mr. Mathis served in various real estate accounting and special projects accounting functions within Aimco from 1998 through 2008. Mr. Mathis received a Bachelor of Science Degree in Accounting from Clemson University.

[ITEM ~~] Pre-commencement~~7.01 ~~communications~~Regulation ~~pursuant~~FD ~~to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))~~Disclosure

[As ~~] Pre~~previously reported in Item 7.01 of the report on Form 8-~~commencement~~K ~~communications~~furnished ~~pursuant~~on toFebruary ~~Rule~~13, ~~13e~~2012, Aimco/Bethesda Holdings, Inc, a wholly-4owned subsidiary of Aimco (c“Bethesda Holdings”) ~~under~~entered into an option agreement with a third party management services company for the ~~Exchange~~management ~~Act~~of ~~(17~~a ~~CFR~~portfolio ~~240~~of approximately 147 properties with 10,184 units held by entities, including the Partnership, in which Bethesda Holdings has minority limited and general partner interests.~~13e-4(c))~~ Bethesda Holdings also entered into an option agreement with the management company pursuant to which it granted the company the exclusive option, for a period ending on December 27, 2013, to purchase Bethesda Holdings’ minority interests in the portfolio. The sale of such interests pursuant to that option was completed on December 19, 2012.

~~Item 1.01 Entry into a Material Definitive Agreement.~~SIGNATURE

~~National~~Pursuant ~~Tax~~to ~~Credit Partners, L.P., a California limited partnership (~~the ~~“Registrant”),~~requirements ~~holds~~of ~~a 5% limited partnership interest in Glenark Associates Limited Partnership, a Rhode Island limited partnership (~~the ~~“Partnership”).~~Securities ~~The~~Exchange ~~Partnership~~Act ~~owns~~of ~~a 67-unit apartment complex located in Woonsocket~~1934, ~~Rhode Island. On November 13, 2012,~~ the ~~Registrant~~registrant ~~entered~~has ~~into~~duly acaused ~~Third~~this ~~Amendment~~report to ~~Amended~~be ~~and~~signed ~~Restated~~on Certificate and Agreement of Limited Partnership of Glenark Associates Limited Partnership,(the “Agreement”) with Rhode Island Housing Development Corporation, a Rhode Island non-profit corporation (“Rhode Island Housing”), to transfer its ~~limited~~behalf ~~partnership~~by ~~interest in~~ the ~~Partnership~~undersigned tohereunto ~~Rhode~~duly ~~Island Housing~~authorized. ~~The Registrant’s investment balance in the Partnership was zero at September 30, 2012 and December 31, 2011.~~

~~The~~National ~~foregoing~~tax ~~description~~credit isPartners, ~~qualified~~L.P. inBy: ~~its~~National ~~entirety~~Partnership ~~by reference to the Agreement~~Investments, aLLC ~~copy~~Corporate ofGeneral ~~which~~Partner isBy: ~~filed~~/s/ asBrian ~~exhibit~~Flaherty ~~10.8~~Brian toFlaherty ~~this~~Senior ~~report.~~Managing Director

~~Item~~ DATED: December ~~2.01~~26, ~~Completion of Acquisition or Disposition of Assets.~~2012

Pursuant to the terms of the Agreement, on November 13, 2012, the transfer was completed. The Registrant received no proceeds.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

10.8 Third Amendment to Amended and Restated Certificate and Agreement of Limited Partnership of Glenark Associates Limited Partnership, by and between National Tax Credit Partners, L.P., a California limited partnership, and Rhode Island Housing Development Corporaton, a Rhode Island non-profit corporation, dated November 13, 2012.

The agreement included as an exhibit to this Form 8-K contains representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:

· should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;

have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;

· may apply standards of materiality in a way that is different from what may be viewed as material to an investor; and

· were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. The Registrant acknowledges that, notwithstanding the inclusion of the foregoing cautionary statements, it is responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this Form 8-K not misleading. Additional information about the Registrant may be found elsewhere in this Form 8-K and the Registrant’s other public filings, which are available without charge through the SEC’s website at http://www.sec.gov.

SIGNATURE

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 hereunto duly authorized.

NATIONAL TAX CREDIT PARTNERS L.P.

By: National Partnership Investments Corp.

General Partner

By: /s/Stephen B. Waters

Stephen B. Waters

Senior Director of Partnership Accounting

Date: November 16, 2012

Filing Compare · NATIONAL TAX CREDIT PARTNERS L P