NATIONAL TAX CREDIT PARTNERS, L.P.
55 Beattie Place, P.O. Box 1089
Greenville, SC 29602
October 9, 2007
Correspondence Filing Via Edgar and Overnight Delivery
United States Securities and Exchange Commission
Division of Corporation Finance
Mail Stop 4561
450 Fifth Street, NW
Washington, D.C. 20549
Attn:
Mr. Kevin Woody
Mr. Robert Telewicz
Re:
National Tax Credit Partners, L.P.
Form 10-KSB for the Fiscal Year Ended December 31, 2006
Filed April 16, 2007
Form 10-QSB for the Quarterly Period Ended June 30, 2007
Filed August 14, 2007
File No. 000-18541
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Ladies and Gentlemen:
This letter responds to the comment 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 September 27, 2007. The Partnership’s response to the Staff’s comment is set forth below and is numbered to correspond to the numbering of the Staff’s comment in the Staff’s letter.
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Form 10-KSB for the Year Ended December 31, 2006
Financial Statements
General
1.
Comment: Please tell us whether any of your unconsolidated subsidiaries, including your “material investees,” have met the definition of a significant subsidiary under Rule 3-09 of Regulation S-X. To the extent that any of your unconsolidated subsidiaries exceed the 20% level for any of the tests described in Rule 3-09 of Regulation S-X, explain to us why management has not included audited financial statements of the subsidiary with your filing.
Response: In response to the Staff’s comment, the Partnership is a small business issuer as defined by Regulation S-B and accordingly follows the financial statement requirements prescribed by Item 310 of Regulation S-B. The Partnership does not believe the financial statement requirements prescribed by Rule 3-09 of Regulation S-X apply to small business issuers.
As requested by the Staff, the Partnership acknowledges that: (a) the Partnership is responsible for the adequacy and accuracy of the disclosure in its filings; (b) 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 (c) the Partnership 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.
If you have further questions regarding the information provided, please contact Stephen B. Waters, Vice President, at (864) 239-1554 (phone) or (864) 239-5824 (facsimile).
Sincerely,
/s/ Stephen B. Waters
Stephen B. Waters
Vice President
National Partnership Investments Corp., the general partner of National Tax Credit Partners, L.P.
cc:
Martha L. Long