-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EmK5sG9FMx6iSwweEMN1wHaRet9MEbvlmX0/bVN7dnLULblY9h3nTRNz/0dHnqhZ PC9taUbxSgJZvH9pbCHgXQ== 0000000000-05-057416.txt : 20071003 0000000000-05-057416.hdr.sgml : 20071003 20051114124843 ACCESSION NUMBER: 0000000000-05-057416 CONFORMED SUBMISSION TYPE: UPLOAD PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20051114 FILED FOR: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL HOUSING PARTNERSHIP REALTY FUND TWO CENTRAL INDEX KEY: 0000762859 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 521365317 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: UPLOAD BUSINESS ADDRESS: STREET 1: 9200 KEYSTONE CROSSING STREET 2: SUITE 500 CITY: INDIANAPOLIS STATE: IN ZIP: 46240-7602 BUSINESS PHONE: 3178177500 MAIL ADDRESS: STREET 1: NHP INC STREET 2: 8065 LEESBURG PIKE STE 400 CITY: VIENNA STATE: VA ZIP: 22182-2738 LETTER 1 filename1.txt November 14, 2005 Via Facsimile ((404) 253-8253) and U.S. Mail Paul J. Nozick, Esq. Alston & Bird LLP One Atlantic Center 1201 West Peachtree Street Atlanta, GA 30509 Re: National Housing Partnership Realty Fund Two Amended Schedule 13E-3 File No. 005-54057 Filed November 1, 2005 Revised Preliminary Proxy Statement on Schedule 14A Filed November 1, 2005 File No. 000-14458 Dear Mr. Nozick: We have reviewed your filings and have the following comments. Where indicated, we think you should revise your documents in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure. After reviewing this information, we may or may not raise additional comments. Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or on any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter. Schedule 14A Summary 1. Please disclose the substance of your response to comments 8 and 9. The Amendment, page 31 2. We note that the amendment to section 5.3(b) of the partnership agreement adds a new clause (i) and the last sentence of the section. Please highlight the changes. Also, explain in the proxy statement why the last sentence of the new section is necessary and what effect it may have with respect to any other properties that the partnership currently owns or will own in the future. Closing As appropriate, please amend your filing in response to these comments. You may wish to provide us with marked copies of the amendment to expedite our review. Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested supplemental information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendment and responses to our comments. You may contact me at (202) 551-3619 with any questions. You may also contact me via facsimile at (202) 772-9203. Please send all correspondence to us at the following ZIP code: 20549-3628. Sincerely, Daniel F. Duchovny Attorney-Advisor Office of Mergers & Acquisitions ?? ?? ?? ?? Paul J. Nozick, Esq. Alston & Bird LLP November 14, 2005 Page 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE -----END PRIVACY-ENHANCED MESSAGE-----