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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
Commission File Number : 0-14458
NOTIFICATION OF LATE FILING
(Check One): [XX] Form 10-K [ ] Form 11-K [ ] Form 20-F
[ ] Form 10-Q [ ] Form N-SAR
For Period Ending: December 31, 1997
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[ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 20-F [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K
For the Transition Period Ended:
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Read attached instruction sheet before preparing form. Please print or type.
Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify Item(s) to which the notification relates:____________________________
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PART I. REGISTRANT INFORMATION
FULL NAME OF REGISTRANT: National Housing Partnership Realty Fund Two (A
Maryland Limited Partnership)
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FORMER NAME IF APPLICABLE:
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ADDRESS OF PRINCIPAL EXECUTIVE OFFICE (STREET AND NUMBER):
9200 Keystone Crossing, Suite 500
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CITY, STATE AND ZIP CODE: Indianapolis, Indiana 46240
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PART II. RULE 12b-25(b) AND (C)
If the subject report could not be filed without unreasonable effort
or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check appropriate box.)
[XX] (a) The reasons described in reasonable detail in Part II of this
form could not be eliminated without unreasonable effort or
expense.
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[XX] (b) The subject annual report, semi-annual report, transition
report of Form 10-K, 20-F, 11-K or Form N-SAR, or portion
thereof will be filed on or before the 15th calendar day
following the prescribed due date; or subject quarterly report
or transition report on Form 10-Q, or portion thereof will be
filed on or before the fifth calendar day following the
prescribed due date; and
[ ] (C) The accountant's statement or other exhibit required by Rule
12b-25(C) has been attached if applicable.
PART III. NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 11-K,
20-P, 10-Q, N-SAR or the transition report portion thereof could not be filed
within the prescribed time period. (attach extra sheets if needed.)
ADDITIONAL TIME IS NEEDED FOR THE REGISTRANT TO EVALUATE THE IMPACT
OF INFORMATION RECENTLY OBTAINED RELATED TO ITS FINANCIAL
STATEMENTS AS OF AND FOR THE YEARS ENDED DECEMBER 31, 1997.
PART IV. OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
Troy D. Butts (303) 691-4307
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(Name) (Area Code) (Telephone number)
(2) Have all other periodic reports required under Sections 13 or
15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter period
that the registrant was required to file such report(s) been filed? If the
answer is no, identify report(s).
[ XX ] Yes [ ] No
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings attachments to be included in the subject report or
portion thereof/
[ ] Yes [ XX ] No
If so: attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
National Housing Partnership Realty Fund Two
By: The National Housing Partnership, its sole general
partner
By: National Corporation for Housing Partnerships, its
sole general partner
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(Name of registrant as specified in charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: March 31, 1998 By: /s/ Troy D. Butts
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Name: Troy D. Butts
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Title: Senior Vice President and
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Chief Financial Officer
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