UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15 (d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): ~~August~~October 293, 2013

NATIONAL TAX CREDIT PARTNERS, L.P.

(Exact name of registrant as specified in its charter)


California		0-18541	95-3906167
(State or Other Jurisdiction of		(Commission File Number)	(I.R.S. Employer
Incorporation)			Identification No.)

	P.O. Box 91274 Los Angeles, California 90009
	(Address of Principal Executive Offices, including zip code)

Registrant’s Telephone Number, Including Area Code: (720) 387-8135

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

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 15.0102

~~Entry~~Departure ~~into~~of aDirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

National Tax Credit Partners, L.P., ~~a California limited partnership~~ (the “~~Registrant~~Partnership”) announced that, ~~holds~~effective aOctober ~~99%~~3, ~~limited~~2013, ~~partnership~~Mr. ~~interest~~Edward inSchmidt ~~Summit~~has ~~Tax~~resigned ~~Credit~~as ~~Properties~~the I,Director ~~L.P.,~~of aReporting ~~Delaware~~and ~~limited~~the ~~partnership~~equivalent ~~(“Summit~~of ~~I”),~~chief ~~Summit~~financial ~~Tax~~officer ~~Credit~~of ~~Properties~~the IIPartnership, ~~L.P.,~~and awill ~~Delaware~~continue ~~limited~~to ~~partnership~~serve ~~(“Summit~~in ~~II”)~~various ~~and~~roles ~~Summit~~with ~~Tax~~the ~~Credit~~corporate ~~Properties~~general ~~III,~~partner ~~L.P.,~~of athe ~~Delaware limited partnership (“Summit III”)~~Partnership.

AsAdditionally, ~~previously~~effective ~~disclosed~~October in3, 2013, the ~~Registrant’s~~sole ~~quarterly~~member ~~report~~of onthe ~~Form~~corporate ~~10-Q,~~general ~~Summit~~partner ~~II,~~of ~~filed~~the aPartnership ~~state~~has ~~court~~appointed ~~law~~Mr. ~~suit~~Joseph inDryden ~~Pennsylvania~~as ~~against~~the ~~Dresden~~Director ~~Management~~of ~~Company~~Reporting ~~(“Dresden”),~~of the ~~property~~general ~~management~~partner ~~company~~of ~~for~~the ~~each~~Partnership and of ~~Summit~~Bethesda IHoldings, ~~Summit~~ II, LLC, and ~~Summit~~the ~~III~~Chief Financial Officer of the Partnership. OnSince August 291, 2013, ~~each~~Mr. ofDryden ~~Summit~~has I,worked ~~Summit~~with ~~II,~~McGrath ~~Summit~~Investment ~~III~~Management, ~~National~~LLC, ~~Tax~~most ~~Credit,~~recently ~~LLC,~~as CFO. Mr. Dryden joins the ~~Administrative~~Partnertship ~~General~~from ~~Partner~~Republic-Financial, a multinational finance and ~~Operating~~private ~~General~~equity ~~Partner~~firm ofhe ~~each~~joined ofin ~~Summit~~March I2010, ~~Summit~~where IIhe ~~and~~served ~~Summit~~as ~~III~~Republic’s ~~(“NTC”)~~Corporate ~~and~~Controller. As the ~~Registrant~~Corporate ~~entered~~Controller, ~~into~~Mr. aDryden ~~Settlement~~was ~~Agreement~~responsible (for the ~~“Settlement~~development ~~Agreement”)~~and ~~with~~management ~~Dresden,~~of ~~Robert~~highly Gcomplex multi-level consolidated audited financial statements. ~~Welch~~Prior ~~(“Welch”)~~to Republic, Mr. Dryden was the ~~authorized~~CFO ~~agent~~for ofDecision ~~Dresden~~Display, ~~and~~a ~~certain~~Denver ofbased ~~Dresden~~audio ~~and~~visual ~~Welch’s~~company ~~affiliates,~~specializing ~~pursuant~~in tohigh ~~which~~tech ~~(i)~~command ~~Summit~~centers IIand ~~transferred~~control ~~and~~rooms ~~conveyed~~he ~~its~~joined ~~property~~in to2005. aIn ~~designee~~this ofrole ~~Welch~~Mr. Dryden was responsible for aall ~~sale~~accounting ~~price~~and offinance ~~$300,000,~~functions ~~(ii)~~including ~~Summit~~all Ifinancial ~~and~~reporting, ~~Summit~~detailed ~~III~~cash ~~transferred~~management and ~~conveyed~~forecasting ~~their~~and ~~properties~~also tomanaged ~~Welch~~the ~~and~~company’s ~~his~~banking ~~affiliates~~relationships. Additionally, ~~subject~~[from to2007 ~~the~~to2010 ~~mortgages~~Mr. ~~recorded~~Dryden aswas ~~first~~the ~~position~~President ~~liens~~of ~~consisting~~Dryden ofConsulting, ~~principal~~an accounting and ~~accrued~~management ~~interest~~consulting ~~totaling~~firm ~~$2,432,000~~specializing in GAAP and ~~$3,755,000,~~SEC ~~respectively. Additionally~~reporting, ~~the~~internal ~~parties~~and toexternal ~~the~~audit ~~Settlement~~assistance ~~Agreement~~and ~~agreed~~Sarbanes-Oxley ~~that~~compliance. Dryden ~~within~~Consulting’s ~~two~~client ~~days~~list ofincluded ~~the~~1st ~~Settlement~~Data, ~~Agreement~~AIMCO, ~~date~~Crocs, ~~all~~Woodward ~~outstanding~~Governor, ~~litigation~~McData, ~~claims~~and ~~between~~several ~~the~~other ~~parties~~large ~~are~~publicly totraded becompanies. ~~dismissed with prejudice~~Mr. ~~The~~ ~~Registrant~~Dryden’s ~~investment~~expertise ~~balance~~ in ~~each~~GAAP offinancial ~~Summit~~reporting, ISEC reporting, ~~Summit~~cash IImanagement and ~~Summit~~process ~~III~~improvement ~~was~~will ~~zero~~enable athim ~~June~~to ~~30,~~create ~~2013~~immediate ~~and~~value ~~December~~for ~~31,~~the ~~2012~~company. Mr. Dryden received a Bachelor of Arts Degree in Accounting from Clarke University in 1984.

~~Item 2.01~~1

~~Completion of Acquisition or Disposition of Assets.~~SIGNATURE

Pursuant to the ~~terms~~requirements of the ~~Settlement~~Securities ~~Agreement,~~Exchange onAct ~~August 29, 2013, each~~ of ~~Summit I~~1934, ~~Summit~~the IIregistrant ~~and~~has ~~Summit~~duly ~~III~~caused ~~transferred~~this ~~all~~report ~~of their property~~ to ~~Welch~~be ~~and~~signed ~~his~~on ~~designee~~its orbehalf ~~affiliates. These assets represented all of the remaining property assets held~~ by the ~~Registrant~~undersigned orhereunto ~~one~~duly ~~of the Local Partnerships in which the Registrant holds a limited partner interest~~authorized.

AsNATIONAL aTAX ~~result~~CREDIT ~~of the transfer of Summit II’s property~~PARTNERS, ~~the~~L.P. ~~Registrant~~By: ~~will~~National ~~receive~~Partnership ~~approximately $300~~Investments,~~000~~ inLLC ~~consideration,~~Corporate ~~all~~General ofPartner ~~which~~By: is/s/ ~~intended~~Brian toFlaherty beBrian ~~used~~Flaherty bySenior ~~the~~Managing ~~Registrant for the payment of outstanding payables and deferred management fees owed by the Registrant.~~Director

1 DATED: October 4, 2013

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, LLC Corporate General Partner By: /s/ Edward Schmidt Edward Schmidt Director of Reporting

DATED: September 5, 2013

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