SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   Form 10-KSB
(Mark One)
[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
     1934


                    For the fiscal year ended December 31, 2002

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934


                For the transition period from _________to _________

                         Commission file number 0-13808

                            HOUSING PROGRAMS LIMITED
                 (Name of small business issuer in its charter)

         California                                              95-3906167
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

                          55 Beattie Place, PO Box 1089
                        Greenville, South Carolina 29602
                    (Address of principal executive offices)

                    Issuer's telephone number (864) 239-1000

           Securities registered under Section 12(b) of the Exchange Act:

                                      None

           Securities registered under Section 12(g) of the Exchange Act:

                        12,368 Limited Partnership Units
                                (Title of class)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days. Yes X No___

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will be contained,  to
the best of the  Partnership's  knowledge  in  definitive  proxy or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB. [X]

State issuer's revenues for its most recent fiscal year.  $2,000

State the aggregate  market value of the voting  partnership  interests  held by
non-affiliates  computed  by  reference  to the price at which  the  partnership
interests  were sold,  or the average bid and asked  prices of such  partnership
interests as of December 31, 2002. No market exists for the limited  partnership
interests of the Registrant,  and,  therefore,  no aggregate market value can be
determined.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      NONE



<PAGE>





The matters discussed in this report contain certain forward-looking statements,
including, without limitation, statements regarding future financial performance
and the effect of government  regulations.  The discussions of the  Registrant's
business  and  results  of  operations,   including  forward-looking  statements
pertaining to such matters,  do not take into account the effects of any changes
to the  Registrant's  business  and results of  operations.  Actual  results may
differ  materially  from those described in the  forward-looking  statements and
will  be  affected  by  a  variety  of  risks  and  factors  including,  without
limitation:  national and local economic  conditions;  the terms of governmental
regulations that affect the Registrant and interpretations of those regulations;
the competitive  environment in which the Registrant operates;  financing risks,
including the risk that cash flows from  operations may be  insufficient to meet
required  payments of  principal  and  interest;  real estate  risks,  including
variations  of real  estate  values and the  general  economic  climate in local
markets and competition for tenants in such markets; and possible  environmental
liabilities.   Readers  should  carefully  review  the  Registrant's   financial
statements and the notes thereto,  as well as the risk factors  described in the
documents  the  Registrant  files  from  time to time  with the  Securities  and
Exchange Commission.

                                     PART I.

ITEM 1.     DESCRIPTION OF BUSINESS

Housing Programs Limited ("HPL" or the  "Partnership") is a limited  partnership
which was formed under the laws of the State of  California  on May 15, 1984. On
September 12, 1984,  the  Partnership  offered  3,000 units  consisting of 6,184
Limited  Partnership  Interests  and  warrants  to  purchase  a maximum of 6,184
Additional  Limited  Partnership  Interests  through  a  public  offering.   The
Partnership  shall be dissolved only upon the expiration of 50 complete calendar
years  (December 31, 2034) from the date of the formation of the  Partnership or
upon the  occurrence  of various  other  events as described in the terms of the
Partnership agreement.

The general  partners of the  Partnership are National  Partnership  Investments
Corp.   ("NAPICO"  or  the  "Corporate  General   Partner"),   Housing  Programs
Corporation  II  and  National  Partnership  Investment  Associates  ("NPIA  I")
(collectively,  the  "General  Partners").  The business of the  Partnership  is
conducted  primarily by its General  Partners as Housing Programs Limited has no
employees  of its own.  The  general  partners  have a one  percent  interest in
profits and losses of the  Partnership.  The limited partners have the remaining
99  percent  interest  which is  allocated  in  proportion  to their  respective
individual  investments.   NAPICO  is  the  corporate  general  partner  of  the
Partnership.

On December 3, 2001, Casden Properties Inc., entered into a merger agreement and
certain other  transaction  documents with  Apartment  Investment and Management
Company,  a Maryland  corporation  ("AIMCO")  and  certain of its  subsidiaries,
pursuant to which, on March 11, 2002, AIMCO acquired Casden  Properties Inc. and
its  subsidiaries,  including  100% of the stock of  NAPICO.  Prior to March 11,
2002, Casden  Properties Inc. owned a 95.25% economic  interest in NAPICO,  with
the balance owned by Casden Investment Corporation ("CIC"). CIC, which is wholly
owned by Alan I. Casden, owned 95% of the voting common stock of NAPICO prior to
March 11, 2002. As a result of this  transaction,  the Corporate General Partner
became a subsidiary of AIMCO, a publicly traded real estate investment trust.

The  Partnership  holds  limited  partnership   interests  in  7  local  limited
partnerships  (the "Local Limited  Partnerships") as of December 31, 2002, after
surrendering  its  interest  in one local  limited  partnership  in 2001.  As of
December 31, 2002, an affiliate of NAPICO holds a general  partnership  interest
in 2 of the  local  limited  partnerships.  The  remaining  local  partnerships'
general  partners  are  unaffiliated  with the  Partnership.  Each of the  local
partnerships  owns a low income housing project which is subsidized and/or has a
mortgage  note  payable  to or  insured  by  agencies  of the  federal  or local
government.

The  Partnership  became the limited  partner in the Local Limited  Partnerships
pursuant  to  arm's-length  negotiations  with the Local  Limited  Partnerships'
general partners who are often the original project developers. In certain other
cases,  the  Partnership  invested in newly  formed Local  Limited  Partnerships
which, in turn, acquired the projects.  As a limited partner,  the Partnership's
liability for  obligations  of the Local Limited  Partnership  is limited to its
investment.  The  general  partner  of the  Local  Limited  Partnership  retains
responsibility  for  maintaining,  operating  and managing  the  project.  Under
certain  circumstances,  the  Partnership  has the right to replace  the general
partner of the Local Limited Partnerships.

Although each of the  partnerships  in which the  Partnership  has invested will
generally  own a project  which must  compete in the market  place for  tenants,
interest  subsidies  and rent  supplements  from  governmental  agencies make it
possible to offer these  dwelling  units to eligible  "low income"  tenants at a
cost significantly below the market rate for comparable  conventionally financed
dwelling units in the area.

In order to stimulate  private  investment  in low income  housing,  the federal
government and certain state and local agencies provided  ownership  incentives,
including  among others,  interest  subsidies,  rent  supplements,  and mortgage
insurance,  with the  intent of  reducing  certain  market  risks and  providing
investors  with certain tax benefits,  plus limited cash  distributions  and the
possibility of long-term  capital gains.  There  remains,  however,  significant
risks  associated  with  the  ownership  of low  income  housing  projects.  The
long-term  nature of  investments  in  government  assisted  housing  limits the
ability  of the  Partnership  to vary its  portfolio  in  response  to  changing
economic, financial and investment conditions; such investments are also subject
to changes in local  economic  circumstances  and housing  patterns,  as well as
rising  operating  costs,  vacancies,   rent  collection  difficulties,   energy
shortages and other factors  which have an impact on real estate  values.  These
projects also require greater management expertise and may have higher operating
expenses than conventional housing projects.

Laws benefiting  disabled persons may result in the Local Limited  Partnerships'
incurrence of unanticipated expenses.  Under the Americans with Disabilities Act
of 1990,  or ADA,  all places  intended to be used by the public are required to
meet certain Federal requirements related to access and use by disabled persons.
Likewise,  the Fair Housing Amendments Act of 1988, or FHAA,  requires apartment
properties  first  occupied  after  March  13,  1990  to be  accessible  to  the
handicapped.  These  and  other  Federal,  state  and  local  laws  may  require
modifications  to  the  Local  Limited  Partnerships'  properties,  or  restrict
renovations of the properties. Noncompliance with these laws could result in the
imposition  of fines or an award of damages to private  litigants and also could
result in an order to correct any non-complying  feature,  which could result in
substantial  capital  expenditures.   Although  the  Corporate  General  Partner
believes that the Local Limited  Partnerships'  properties are  substantially in
compliance with present  requirements,  the Local Limited Partnerships may incur
unanticipated expenses to comply with the ADA and the FHAA.

Under recently adopted law and policy,  the United States  Department of Housing
and Urban Development ("HUD") has determined not to renew the Housing Assistance
Payment  ("HAP")  Contracts  on a long  term  basis on the  existing  terms.  In
connection with renewals of the HAP Contracts under such new law and policy, the
amount of rental  assistance  payments under renewed HAP Contracts will be based
on market rentals instead of above market  rentals,  which may be the case under
existing HAP Contracts.  The payments under the renewed HAP Contracts may not be
in an amount  that  would  provide  sufficient  cash  flow to  permit  owners of
properties  subject to HAP  Contracts to meet the debt service  requirements  of
existing  loans  insured by the Federal  Housing  Administration  of HUD ("FHA")
unless such mortgage loans are  restructured.  In order to address the reduction
in payments under HAP Contracts as a result of this new policy, the Multi-family
Assisted Housing Reform and  Affordability  Act of 1997 ("MAHRAA")  provides for
the  restructuring  of  mortgage  loans  insured  by the  FHA  with  respect  to
properties  subject  to the  Section 8 program.  Under  MAHRAA,  an  FHA-insured
mortgage  loan can be  restructured  into a first  mortgage  loan  which will be
amortized on a current basis and a low interest  second mortgage loan payable to
FHA which will only be payable on  maturity  of the first  mortgage  loan.  This
restructuring results in a reduction in annual debt service payable by the owner
of the  FHA-insured  mortgage  loan and is  expected  to result in an  insurance
payment from FHA to the holder of the  FHA-insured  loan due to the reduction in
the principal amount. MAHRAA also phases out project-based subsidies on selected
properties  serving  families not located in rental markets with limited supply,
converting such subsidies to a tenant-based subsidy.

When the HAP  Contracts are subject to renewal,  there can be no assurance  that
the Local Limited  Partnerships  in which the Partnership has an investment will
be permitted to restructure its mortgage indebtedness under MAHRAA. In addition,
the  economic  impact  on the  Partnership  of the  combination  of the  reduced
payments  under  the  HAP  Contracts  and  the  restructuring  of  the  existing
FHA-insured mortgage loans under MAHRAA is uncertain.

The Partnership  has no employees.  Management and  administrative  services are
performed  by the  Corporate  General  Partner  and by  agents  retained  by the
Corporate General Partner.

During 2002,  all of the  projects in which the  Partnership  had invested  were
substantially  rented. The following is a schedule of the status, as of December
31, 2002, of the projects owned by the Local Limited  Partnerships  in which the
Partnership has invested.
<TABLE>
<CAPTION>

              SCHEDULE OF PROJECTS OWNED BY LOCAL LIMITED PARTNERSHIPS
                IN WHICH HOUSING PROGRAMS LIMITED HAS AN INVESTMENT
                                DECEMBER 31, 2002

                                 Financed       Units
                                  Insured     Authorized
                                    And        For Rental    Percentage of Percentage of
                       No. of   Subsidized  Assistance Under  Total Units   Total Units
Name and Location      Units       Under     Section 8 (B)     Occupied      Occupied
                                                                 2002          2001

<S>                      <C>                                      <C>           <C>
Cape LaCroix             125        --             --             99%           97%
  Cape Girardeau, MO

Cloverdale               100        (A)           100             96%           94%
  Crawfordsville, IN

Cloverleaf                94        (B)            94             99%           99%
  Indianapolis, IN

Evergreen Apts           330        --            330             98%           95%
  Oshtemo, MI

Jenny Lind Hall           78        (B)            78             97%           94%
  Springfield, MO

Lancaster Heights        198        --             --             97%           99%
  Normal, IL

Plaza Village            228        (A)           228             96%           96%
  Woonsocket, RI

     TOTAL             1,153                      830             97%           96%

</TABLE>

(A)   The mortgage is insured by the Federal  Housing  Administration  under the
      provisions of Section 236 of the National Housing Act.

(B)   Section 8 of Title II of the  Housing  and  Community  Development  Act of
      1974.

The following table details the Partnership's ownership percentages of the Local
Limited  Partnerships  and  the  cost of  acquisition  of  such  ownership.  All
interests are limited  partner  interests.  Also included is the total  mortgage
encumbrance  on each property for each of the Local Limited  Partnerships  as of
December 31, 2002.
<TABLE>
<CAPTION>

                                          HPL          Original Cost
                                      Percentage       of Ownership       Mortgage
           Partnership                 Interest          Interests          Notes
                                                      (in thousands)   (in thousands)
<S>                                       <C>            <C>               <C>
Cape LaCroix                              99%            $  562            $ 1,085
Cloverdale                                99%               456                769
Cloverleaf                                99%               422                717
Evergreen Apartments                      99%               967              7,521
Jenny Lind Hall                           99%             2,675                633
Lancaster Heights                         99%               556              1,674
Plaza Village                             99%             1,338              2,768
</TABLE>

Although each Local Limited  Partnership in which the  Partnership  has invested
owns an apartment complex which must compete with other apartment  complexes for
tenants,  government  mortgage  interest and rent  subsidies make it possible to
rent units to eligible tenants at below market rates. In general, this insulates
the properties from market competition.

ITEM 2.     PROPERTIES

See Item 1 for the real estate owned by the partnership through the ownership of
limited partnership interest in Local Limited Partnerships.

ITEM 3.     LEGAL PROCEEDINGS

On August 27, 1998, two investors holding an aggregate of eight units of limited
partnership  interests  in Real Estate  Associates  Limited  III (an  affiliated
partnership in which NAPICO is the corporate  general partner) and two investors
holding an  aggregate  of five units of limited  partnership  interests  in Real
Estate Limited Associates VI (another affiliated  partnership in which NAPICO is
the corporate general partner) commenced an action in the United States District
Court for the Central  District of California  against  NAPICO and certain other
defendants.  The complaint alleged that the defendants  breached their fiduciary
duty to the limited partners of certain NAPICO managed partnerships and violated
securities  laws by making  materially  false and  misleading  statements in the
consent   solicitation   statements  sent  to  the  limited   partners  of  such
partnerships  relating to approval of the transfer of  partnership  interests in
limited partnerships,  owning certain of the properties, to affiliates of Casden
Properties  Inc.,  organized by an affiliate of NAPICO.  The  plaintiffs  sought
equitable relief, as well as compensatory  damages and litigation related costs.
On August 4, 1999, one investor holding one unit of limited partnership interest
in the Partnership  commenced a virtually  identical action in the United States
District Court for the Central  District of California  against the Partnership,
NAPICO and certain other  entities.  The second action was subsumed in the first
action,  and was  certified as a class  action.  On August 21, 2001,  plaintiffs
filed a supplemental complaint,  which added new claims,  including a rescission
of the transfer of partnership interests and an accounting. The matter was tried
in October and  November  2002.  In November  2002,  the jury  returned  special
verdicts   against  NAPICO  and  certain  other  defendants  in  the  amount  of
approximately $25.2 million for violations of securities laws and against NAPICO
for approximately $67.3 million for breaches of fiduciary duty. In addition, the
jury awarded the plaintiffs  punitive  damages  against NAPICO of  approximately
$92.5 million.  On April 29, 2003, the Court entered judgment against NAPICO and
certain  other  defendants  in the amount of $25.2  million  for  violations  of
securities  laws and against  NAPICO for $67.3 million for breaches of fiduciary
duty,  both amounts plus  interest of $25.6  million,  and for punitive  damages
against  NAPICO in the amount of $2.6 million.  Since the amount of the judgment
substantially exceeds NAPICO's net worth, NAPICO cannot post a bond for the full
amount of the judgment and NAPICO  cannot  predict what actions  plaintiffs  may
attempt  to take to  satisfy  the  judgment.  While the case is  expected  to be
appealed,  the matter is the responsibility of the former shareholders of Casden
Properties,  Inc.  pursuant to the documents  related to AIMCO's  acquisition of
Casden Properties, Inc., which acquisition was completed in March 2002.

The holder of a purchase  money  promissory  note issued by  Cloverleaf  limited
partnership,  one of the  Partnership's  investments,  in the amount of $845,000
plus accrued  interest  payable of $1,177,000  as of December 31, 2002,  filed a
foreclosure action against the Cloverleaf limited  partnership.  The Partnership
and other defendants have answered the complaint and intend to vigorously defend
this action.  The  Partnership  has no investment  balance related to this Local
Limited Partnership.

The holders of three cash flow notes,  with an  aggregate  principal  balance of
$3,825,000,  issued by Oshtemo Limited Dividend Housing Association,  one of the
Partnership's investments,  filed a suit on June 18, 2002 to reduce the notes to
judgment and  foreclosure  on the  Partnership's  interest in this Local Limited
Partnership. As of December 31, 2002, the parties had reached a settlement which
requires the Local  Limited  Partnership  to  refinance  the property by May 31,
2003. The proceeds from the  refinancing  will be used to settle the outstanding
notes. The suit has been stayed until May 31, 2003, pending  consummation of the
settlement.  The  Partnership  has no investment  balance  related to this Local
Limited Partnership.

NAPICO is a plaintiff  in various  lawsuits and has also been named as defendant
in other lawsuits arising from  transactions in the ordinary course of business.
In the opinion of NAPICO,  the claims will not result in any material  liability
to the Partnership.

ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No  matters  were  submitted  to a vote  of the  limited  partners  through  the
solicitation of proxies or otherwise during the quarter ended December 31, 2002.

                                    PART II.

ITEM 5.     MARKET FOR THE REGISTRANT'S PARTNERSHIP INTERESTS AND RELATED
            PARTNERSHIP MATTERS

The Limited Partnership Interests are not traded on a public exchange, and it is
not anticipated that any public market will develop for the purchase and sale of
any Limited Partnership Interest; therefore an investor may be unable to sell or
otherwise dispose of his or her interest in the partnership. Limited Partnership
Interests  may be  transferred  only  if  certain  requirements  are  satisfied.
Currently,  there are 2,555 registered holders of Limited Partnership  Interests
in the Partnership.  The Partnership has invested in certain government assisted
projects  under  programs  which in many  instances  restrict  the  cash  return
available to project  owners.  The  Partnership was not designed to provide cash
distributions   to  investors  in   circumstances   other  than  refinancing  or
dispositions of its investments in limited partnerships.

ITEM 6.     MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL  CONDITION AND
            RESULTS OF OPERATIONS:

This item should be read in conjunction with the financial  statements and other
items contained elsewhere in this report.

Liquidity

The Properties in which the Partnership has invested, through its investments in
the Local Limited Partnerships, receive one or more forms of assistance from the
Federal  Government.  As a result,  the Local Limited  Partnerships'  ability to
transfer funds either to the Partnership or among themselves in the form of cash
distributions,  loans or advances is generally  restricted  by those  government
assistance programs.

The  Partnership's  primary sources of funds include interest income earned from
investing  available cash and distributions  from Local Limited  Partnerships in
which the  Partnership  has  invested.  It is not expected that any of the Local
Limited  Partnerships  in which the  Partnership has invested will generate cash
flow  sufficient  to provide  for  distributions  to the  Partnership's  limited
partners in any material amount.

The  accompanying   financial   statements  have  been  prepared   assuming  the
Partnership  will  continue as a going  concern.  The  Partnership  continues to
generate recurring operating losses and suffers from a lack of cash as well as a
partners'  deficit.  The Corporate  General Partner may approve  advances to the
Partnership to fund certain operating  expenses;  however, it is not required to
take such action.  In addition,  the  Partnership is in default on notes payable
and related accrued interest payable that matured in December 1999.

Two of the  Partnership's  investments,  Evergreen and Plaza  Village,  involved
purchases of partnership  interests from partners who subsequently withdrew from
the operating  partnership.  The Partnership is obligated for non-recourse notes
payable of  $4,600,000  to the  sellers of the  partnership  interests,  bearing
interest at 9.5 percent. Total outstanding accrued interest at December 31, 2002
is  approximately  $7,325,000.   The  notes  matured  in  December  1999.  These
obligations and the related  interest are  collateralized  by the  Partnership's
investment  in the local limited  partnerships  and are payable only out of cash
distributions  from the local  limited  partnerships,  as  defined in the notes.
Unpaid  interest was due at maturity of the notes.  The Partnership has not made
any  payments  and is in  default  under the terms of the notes.  Management  is
attempting to negotiate  extensions of the maturity  dates on the notes payable.
If the negotiations are unsuccessful,  the Partnership could lose its investment
in these Local Limited Partnerships to foreclosure. AIMCO, which indirectly owns
the Corporate  General Partner of the Partnership,  has a 15% interest in and is
the trustee for the Plaza Village note payable.

As a result of the above,  there is  substantial  doubt about the  Partnership's
ability to continue as a going concern.  The financial statements do not include
any adjustments to reflect the possible future effects of the recoverability and
classification of assets or amounts and  classifications of liabilities that may
result from these uncertainties.

Four of the Local Limited Partnerships have outstanding purchase money notes and
accrued  interest  that matured in December  2000.  In  addition,  a fifth Local
Limited Partnership has a subordinated note and accrued interest that matured in
December 1999.  Each of these Local Limited  Partnerships is in default on these
obligations. The Partnership risks losing its investments in these Local Limited
Partnerships through foreclosure.  All of the investments in these Local Limited
Partnerships were zero at December 31, 2002.

Capital Resources

The  Partnership  received  $30,920,000  in  subscriptions  for units of Limited
Partnership Interests (at $5,000 per unit) during the period September 12, 1984,
to June 30, 1986, pursuant to a registration statement filed on Form S-11.

Distributions  received from limited  partnerships  are  recognized as return of
capital until the  investment  balance has been reduced to zero or to a negative
amount equal to future capital contributions required.  Subsequent distributions
received are recognized as income.

As of December 31, 2002, and 2001, the Partnership has cash and cash equivalents
of  approximately  $5,000  and  $9,000,  respectively.  The  Partnership  earned
approximately  $2,000 and $7,000 in interest income for the years ended December
31,  2002 and 2001,  respectively.  The amount of  interest  income  varies with
market rates  available on deposits and with the amount of funds  available  for
investment.  The Partnership  intends to continue  investing  available funds in
this manner.

Cash and cash  equivalents  decreased  approximately  $4,000  for the year ended
December 31, 2002 from the Partnership's  previous year end due to approximately
$75,000  and  $30,000  of  cash  used in  operating  and  investing  activities,
respectively,  offset by  approximately  $101,000 of cash  provided by financing
activities. Cash used in investing activities consisted of advances to the Local
Limited  Partnerships.  Cash  provided  by  financing  activities  consisted  of
advances  received  from  affiliates of the  Corporate  General  Partner to fund
operations  of the  Partnership  and to  fund  advances  to  the  Local  Limited
Partnerships.

The Corporate  General  Partner  monitors  developments in the area of legal and
regulatory   compliance  and  is  studying  new  federal  laws,   including  the
Sarbanes-Oxley  Act of 2002. The Sarbanes-Oxley Act of 2002 mandates or suggests
additional compliance measures with regard to governance,  disclosure, audit and
other areas.  In light of these changes,  the  Partnership  expects that it will
incur higher expenses related to compliance, including increased legal and audit
fees.

Results of Operations

The  Partnership  was formed to provide  various  benefits  to its  partners  as
discussed  in  Item  1.  It is  not  expected  that  any of  the  Local  Limited
Partnerships  in which the  Partnership  has invested  will  generate  cash flow
sufficient  to provide for  distributions  to Limited  Partners in any  material
amount.  The  Partnership  accounts  for its  investments  in the Local  Limited
Partnerships on the equity method,  thereby adjusting its investment  balance by
its proportionate share of the income or loss of the Local Limited Partnerships.

At December  31,  2002,  the  Partnership  has  investments  in 7 Local  Limited
Partnerships,  all of which own housing  projects  that were  substantially  all
rented.  The Partnership,  as a limited partner,  does not exercise control over
the activities and operations, including refinancing or selling decisions of the
Local  Limited  Partnerships.  Accordingly,  the  Partnership  accounts  for its
investment in the Local Limited  Partnerships using the equity method.  Thus the
individual  investments are carried at cost plus the Partnership's  share of the
Local Limited  Partnership's  profits less the Partnership's  share of the Local
Limited Partnership's losses and distributions and impairment charges.  However,
since the  Partnership  is not legally  liable for the  obligations of the Local
Limited  Partnerships,  or is not  otherwise  committed  to  provide  additional
support to them, it does not recognize losses once its investment in each of the
Local Limited  Partnerships  reaches zero.  Distributions from the Local Limited
Partnerships  are accounted for as a reduction of the  investment  balance until
the investment balance is reduced to zero. Subsequent distributions received are
recognized as income in the  accompanying  statements of  operations.  For those
investments  where the Partnership has determined that the carrying value of its
investments  approximates  the estimated  fair value of those  investments,  the
Partnership's  policy is to  recognize  equity  in  income of the Local  Limited
Partnerships  only to the extent of  distributions  received and amortization of
acquisition costs from those Local Limited Partnerships.  During the years ended
December  31,  2002 and  2001,  the  Partnership  recognized  equity  in loss of
approximately   $30,000  and   $101,000,   respectively,   from  Local   Limited
Partnerships.  The losses were the result of advances  made to the Local Limited
Partnerships.   Management   believes  that  collection  is  doubtful  and  thus
recognized this as an expense in the period the advances were made.  During each
of the  years  ended  December  31,  2002 and  2001,  the  Partnership  received
approximately $11,000 in distributions from Local Limited Partnerships that were
recognized as income in the  statements of  operations  since the  Partnership's
investment balances have been reduced to zero.

A recurring partnership expense is the annual management fee. The fee is payable
to the General  Partners of the  Partnership and is calculated at 0.5 percent of
the Partnership's original remaining invested assets. The management fee is paid
to the General Partners for their continuing  management of partnership affairs.
The fee is payable beginning with the month following the Partnership's  initial
investment in a Local Limited  Partnership.  Management fees were  approximately
$199,000  and  $200,000  for  the  years  ended  December  31,  2002  and  2001,
respectively.  As of December  31,  2002,  the fees and expenses due the General
Partners  exceeded the  Partnership's  cash.  The General  Partners,  during the
forthcoming year, are not expected to demand payment of amounts due in excess of
such cash or such that the Partnership would not have sufficient operating cash;
however, the Partnership will remain liable for all such amounts.

The Partnership is obligated on non-recourse  notes payable of $4,600,000  which
bear interest at 9.5 percent per annum and matured on December  31,1999.  Unpaid
interest  is due at maturity of the notes.  Interest  expense was  approximately
$436,000 and $437,000 for 2002 and 2001, respectively.

Operating expenses,  other than management fees and interest expense, consist of
legal and accounting  fees for services  rendered to the Partnership and general
and  administrative  expenses.  Legal and  accounting  fees  were  approximately
$70,000  and  $108,000  for  the  years  ended   December  31,  2002  and  2001,
respectively. General and administrative expenses were approximately $44,000 and
$76,000 for the years ended  December 31, 2002 and 2001,  respectively.  General
and   administrative   expenses   decreased  due  to  decreases  in  partnership
administration  costs and investor service fees. Legal and accounting  decreased
due  to  a  decrease   in  tax  related   expenses.   Included  in  general  and
administrative expenses are reimbursements to NAPICO for certain expenses, which
totaled  approximately $19,000 and $20,000 for the years ended December 31, 2002
and 2001, respectively.

Total revenue for the Local Limited  Partnerships were approximately  $7,247,000
and $7,113,000 for the years ended December 31, 2002 and 2001, respectively.

Total expenses for the Local Limited Partnerships were approximately  $7,805,000
and $7,535,000 for the years ended December 31, 2002 and 2001, respectively.

The  total  net  loss  for the  Local  Limited  Partnerships  for  2002 and 2001
aggregated  approximately  $558,000  and  $530,000,   respectively.  The  losses
allocated to the Partnership were  approximately  $552,000 and $525,000 for 2002
and  2001,  respectively.  The  losses  allocated  to the  Partnership  were not
recognized  as the  investments  in the  Local  Limited  Partnerships  have been
reduced to zero. The cumulative  amount of the unrecognized  equity in losses of
certain limited  partnerships  was  approximately  $9,177,000 as of December 31,
2002.

Under recently adopted law and policy,  the United States  Department of Housing
and Urban Development ("HUD") has determined not to renew the Housing Assistance
Payment  ("HAP")  Contracts  on a long  term  basis on the  existing  terms.  In
connection with renewals of the HAP Contracts under such new law and policy, the
amount of rental  assistance  payments under renewed HAP Contracts will be based
on market rentals  instead of above market  rentals,  which may be generally the
case under existing HAP Contracts.  The payments under the renewed HAP Contracts
may not be in an amount that would provide sufficient cash flow to permit owners
of properties subject to HAP Contracts to meet the debt service  requirements of
existing  loans  insured by the Federal  Housing  Administration  of HUD ("FHA")
unless such mortgage loans are  restructured.  In order to address the reduction
in payments under HAP Contracts as a result of this new policy, the Multi-family
Assisted Housing Reform and  Affordability  Act of 1997 ("MAHRAA")  provides for
the  restructuring  of  mortgage  loans  insured  by the  FHA  with  respect  to
properties  subject  to the  Section 8 program.  Under  MAHRAA,  an  FHA-insured
mortgage  loan can be  restructured  into a first  mortgage  loan  which will be
amortized on a current basis and a low interest  second mortgage loan payable to
FHA which will only be payable on  maturity  of the first  mortgage  loan.  This
restructuring results in a reduction in annual debt service payable by the owner
of the  FHA-insured  mortgage  loan and is  expected  to result in an  insurance
payment from FHA to the holder of the  FHA-insured  loan due to the reduction in
the principal amount. MAHRAA also phases out project-based subsidies on selected
properties  serving  families not located in rental markets with limited supply,
converting such subsidies to a tenant-based subsidy.

When the HAP  Contracts are subject to renewal,  there can be no assurance  that
the Local Limited  Partnerships  in which the Partnership has an investment will
be permitted to restructure its mortgage indebtedness under MAHRAA. In addition,
the  economic  impact  on the  Partnership  of the  combination  of the  reduced
payments  under  the  HAP  Contracts  and  the  restructuring  of  the  existing
FHA-insured mortgage loans under MAHRAA is uncertain.

During the year ended December 31, 2001, the  Partnership  surrendered  and sold
its interest in Walnut  Towers for net proceeds of  approximately  $65,000.  The
Partnership  recognized  a gain of  approximately  $65,000 in 2001 from the sale
because it had no investment balance related to this partnership.

The Partnership, as a Limited Partner in the Local Limited Partnerships in which
it has  invested,  is  subject  to the  risks  incident  to the  management  and
ownership of improved real estate. The Partnership  investments are also subject
to adverse general  economic  conditions,  and,  accordingly,  the status of the
national economy,  including substantial unemployment,  concurrent inflation and
changing  legislation,  could increase vacancy levels,  rental payment defaults,
and operating expenses,  which in turn, could substantially increase the risk of
operating losses for the projects.

Recent Accounting Pronouncements

In  January  2003,  the  FASB  issued  FASB  Interpretation  No.  46  ("FIN46"),
Consolidation of Variable  Interest  Entities,  an Interpretation of ARB No. 51.
FIN46 requires  certain  variable  interest  entities to be  consolidated by the
primary  beneficiary of the entity if the equity  investors in the entity do not
have the  characteristics  of a  controlling  financial  interest or do not have
sufficient  equity at risk for the  entity to  finance  its  activities  without
additional subordinated financial support from other parties. FIN46 is effective
for all new variable  interest  entities  created or acquired  after January 31,
2003. For variable  interest  entities  created or acquired prior to February 1,
2003,  the  provisions  of FIN46 must be applied for the first interim or annual
period  beginning after June 15, 2003. The  Partnership is currently  evaluating
the  effect,  if any,  that the  adoption  of FIN46 will have on its  results of
operations and financial condition.

Critical Accounting Policies and Estimates

A summary of the Partnership's  significant  accounting  policies is included in
"Note 2 - Organization and Summary of Significant  Accounting Policies" which is
included in the financial  statements  in "Item 7.  Financial  Statements".  The
Corporate  General  Partner  believes that the  consistent  application of these
policies enables the Partnership to provide readers of the financial  statements
with useful and reliable  information about the Partnership's  operating results
and financial  condition.  The preparation of financial statements in conformity
with accounting  principles generally accepted in the United States requires the
Partnership to make estimates and  assumptions.  These estimates and assumptions
affect  the  reported  amounts  of  assets  and  liabilities  at the date of the
financial statements as well as reported amounts of revenues and expenses during
the  reporting  period.  Actual  results  could  differ  from  these  estimates.
Judgments  and  assessments  of  uncertainties  are  required  in  applying  the
Partnership's  accounting  policies in many areas.  The  following may involve a
higher degree of judgment and complexity.

Method of Accounting for Investment in Local Limited Partnerships

The  Partnership,  as a limited  partner,  does not  exercise  control  over the
activities and operations,  including  refinancing or selling decisions,  of the
Local  Limited  Partnerships.  Accordingly,  the  Partnership  accounts  for its
investments  in the Local  Limited  Partnerships  using the equity  method.  The
Partnership  is allocated  profits and losses of the Local Limited  Partnerships
based upon its respective ownership percentage of 99%.  Distributions of surplus
cash from operations from most of the Local Limited  Partnerships are restricted
by the Local Limited Partnerships'  Regulatory Agreements with the United States
Department of Housing and Urban Development  ("HUD").  These  restrictions limit
the distribution to a portion,  generally less than 10%, of the initial invested
capital.  The excess surplus cash is deposited into a residual receipts reserve,
of which  the  ultimate  realization  by the  Partnership  is  uncertain  as HUD
frequently retains it upon sale or dissolution of the Local Limited Partnership.
The Partnership is allocated profits and losses and receives  distributions from
refinancings  and  sales in  accordance  with the  Local  Limited  Partnerships'
partnership  agreements.   These  agreements  usually  limit  the  Partnership's
distributions to an amount  substantially less than its ownership  percentage in
the Local Limited Partnership.

The individual  investments are carried at cost plus the Partnership's  share of
the Local  Limited  Partnership's  profits less the  Partnership's  share of the
Local Limited  Partnership's  losses,  distributions and impairment charges. See
"Note 2 -  Organization  and Summary of Significant  Accounting  Policies" for a
description of the impairment  policy. The Partnership is not legally liable for
the obligations of the Local Limited Partnerships and is not otherwise committed
to provide additional support to them.  Therefore,  it does not recognize losses
once its  investment  in each of the Local  Limited  Partnerships  reaches zero.
Distributions  from  the  Local  Limited  Partnerships  are  accounted  for as a
reduction of the investment  balance until the investment  balance is reduced to
zero.  When  the  investment  balance  has  been  reduced  to  zero,  subsequent
distributions  received are recognized as income in the accompanying  statements
of operations.

For those  investments  where the  Partnership  has determined that the carrying
value  of its  investments  approximates  the  estimated  fair  value  of  those
investments,  the  Partnership's  policy is to recognize equity in income of the
Local  Limited  Partnerships  only to the extent of  distributions  received and
amortization  of  acquisition  costs  from  those  Local  Limited  Partnerships.
Therefore,  the  Partnership  limits its  recognition of equity  earnings to the
amount it expects to ultimately realize.

<PAGE>

ITEM 7.     FINANCIAL STATEMENTS

Report of Ernst & Young, LLP, Independent Auditors as of and for the year  ended
December 31, 2002

Report of Deloitte & Touche, LLP, Independent Auditors for the year ended
December 31, 2001

Balance Sheet - December 31, 2002.

Statements of Operations - Years ended December 31, 2002 and 2001.

Statements of Partners' Deficit - Years ended December 31, 2002 and 2001.

Statements of Cash Flows - Years ended December 31, 2002 and 2001.

Notes to financial statements.

<PAGE>


                 Report of Ernst & Young LLP, Independent Auditors



The Partners
Housing Programs Limited

We have audited the accompanying balance sheet of Housing Programs Limited as of
December 31, 2002, and the related statements of operations,  partners' deficit,
and cash  flows for the year then  ended.  These  financial  statements  are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these  financial  statements  based on our audit. We did not audit
the financial statements of the limited  partnerships,  the investments in which
are reflected in the accompanying  financial  statements using the equity method
of  accounting.  The investee  information  for these  limited  partnerships  is
included  in Note 3 and  Note 6.  The  financial  statements  of  these  limited
partnerships were audited by other auditors whose reports have been furnished to
us, and our  opinion,  insofar as it relates to the amounts  included  for these
limited partnerships, is based solely on the reports of the other auditors.

We conducted our audit in accordance with auditing standards  generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audit and the reports of the other  auditors
provide a reasonable basis for our opinion.

In our opinion,  based on our audit and the reports of the other  auditors,  the
financial statements referred to above present fairly, in all material respects,
the financial  position of Housing Programs Limited as of December 31, 2002, and
the  results  of its  operations  and its cash  flows for the year then ended in
conformity with accounting principles generally accepted in the United States.

The  accompanying  financial  statements  have been  prepared  assuming that the
Partnership will continue as a going concern.  As more fully described in Note 1
to the financial  statements,  the Partnership  continues to generate  recurring
operating  losses and suffers from  inadequate  liquidity.  In  addition,  notes
payable and related accrued interest totaling  approximately  $11,925,000 are in
default due to non-payment upon maturity.  These  conditions  raise  substantial
doubt  about  the  Partnership's   ability  to  continue  as  a  going  concern.
Management's  plans in regard to these matters are also described in Note 1. The
financial  statements  do not include any  adjustments  to reflect the  possible
future effects on the recoverability and classification of assets or the amounts
and  classification  of  liabilities  that may result  from the  outcome of this
uncertainty.




                                             /s/Ernst & Young LLP


Greenville, South Carolina
April 29, 2003


<PAGE>





                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Partners of
Housing Programs Limited
(A California limited partnership)

We have audited the accompanying statements of operations, partners' deficit and
cash flows of Housing  Programs Limited (a California  limited  partnership) for
the  year  ended  December  31,  2001.   These  financial   statements  are  the
responsibility  of the management of the Partnership.  Our  responsibility is to
express an opinion on these financial  statements based on our audit. We did not
audit the financial statements of the limited  partnerships,  the investments in
which are reflected in the  accompanying  financial  statements using the equity
method  of  accounting.   These  limited  partnerships  represent  the  investee
information in Note 3 to the financial  statements.  The financial statements of
these limited  partnerships  were audited by other auditors.  Their reports have
been  furnished  to us and our  opinion,  insofar as it  relates to the  amounts
included for these limited  partnerships,  is based solely on the reports of the
other auditors.

We conducted our audit in accordance with auditing standards  generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial statement presentation.  We believe our audit and the reports of other
auditors provide a reasonable basis for our opinion.

In our  opinion,  based on our  audit and the  reports  of other  auditors,  the
financial statements referred to above present fairly, in all material respects,
results of operations  and cash flows of Housing  Programs  Limited for the year
ended  December 31, 2001 in  conformity  with  accounting  principles  generally
accepted in the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Partnership  will  continue as a going  concern.  As  discussed in Note 1 to the
financial  statements,  the  Partnership's  recurring  losses  from  operations,
partners'  deficit and past due notes and related  accrued  interest  payable of
$11,488,861 raise substantial doubt about the Partnership's  ability to continue
as a going  concern.  Management's  plans  concerning  these  matters  are  also
described in Note 1. The  financial  statements  do not include any  adjustments
that might result from the outcome of this uncertainty.


DELOITTE & TOUCHE LLP

Los Angeles, California
March 22, 2002

<PAGE>


                            HOUSING PROGRAMS LIMITED
                       (a California limited partnership)

                                  BALANCE SHEET
                                 (in thousands)

                                DECEMBER 31, 2002



                             ASSETS

Investments in local limited partnerships                               $    --
Cash and cash equivalents                                                     5

            Total assets                                                $     5

               LIABILITIES AND PARTNERS' DEFICIT

Liabilities:
   Notes payable in default (Note 1)                                    $ 4,600
   Accrued interest payable in default (Note 1)                           7,325
   Accrued fees due to affiliates (Note 4)                                1,267
   Accounts payable                                                         148
   Advances due to affiliates (Note 4)                                      101

                                                                         13,441
Commitments and Contingencies

Partners' deficit:
   General partners                                                        (385)
   Limited partners                                                     (13,051)

                                                                        (13,436)

            Total liabilities and partners' deficit                     $     5


          The accompanying notes are an integral part of these statements.



<PAGE>



                            HOUSING PROGRAMS LIMITED
                       (a California limited partnership)

                            STATEMENTS OF OPERATIONS
                      (in thousands, except per unit data)



                                                           Years Ended
                                                            December 31,
                                                     2002               2001

interest income                                       $   2                $ 7

operating Expenses:
  Management fees - partners (Note 4)                   199                 200
  General and administrative (Note 4)                    44                  76
  Legal and accounting                                   70                 108
  Interest                                              436                 437
        Total operating expenses                        749                 821

Loss from Partnership operations                       (747)              (814)
Equity in loss of limited partnerships
  (Note 3)                                              (30)              (101)
Gain on sale of limited partnership
  interest (Note 3)                                      --                  65
Distributions from limited partnerships
  recognized as income (Note 3)                          11                  11

Net loss                                             $ (766)           $ (839)

Net loss to general partners (1%)                    $ (8)              $ (9)
Net loss to limited partners (99%)                     (758)              (830)

                                                    $ (766)            $ (839)
Net loss per limited partnership
  interest (Note 2)                                $ (61.29)          $ (67.14)


          The accompanying notes are an integral part of these statements.

<PAGE>


                            HOUSING PROGRAMS LIMITED
                       (a California limited partnership)

                   STATEMENTS OF CHANGES IN PARTNERS' DEFICIT
                                 (in thousands)

<TABLE>
<CAPTION>

                                                     General        Limited
                                                    Partners        Partners        Total

<S>               <C> <C>                            <C>           <C>            <C>
DEFICIT, December 31, 2000                           $(369)        $(11,462)      $(11,831)

Net loss, 2001                                          (8)            (831)          (839)

DEFICIT, December 31, 2001                            (377)         (12,293)       (12,670)

Net loss, 2002                                          (8)            (758)          (766)

DEFICIT, December 31, 2002                           $(385)        $(13,051)      $(13,436)

          The accompanying notes are an integral part of these statements.

</TABLE>

<PAGE>

                            HOUSING PROGRAMS LIMITED
                       (a California limited partnership)

                            STATEMENTS OF CASH FLOWS
                                 (in thousands)

<TABLE>
<CAPTION>

                                                                    Years Ended December 31,
                                                                      2002            2001
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                               <C>                <C>
  Net loss                                                        $  (766)           $ (839)
  Adjustments to reconcile net loss to net cash used in
   operating activities:
     Gain on sale of limited partnership interest                      --               (65)
     Equity in loss of limited partnerships                            30               101
     Decrease in due from escrow                                       --                15
     Increase (decrease) in:
      Accrued interest payable                                        436               437
      Accounts payable and accrued expenses                             7                71
      Accrued fees due to affiliates                                  218               (48)
         Net cash used in operating activities                        (75)             (328)

Cash flows from investing activities:
  Proceeds from sale of partnership interests                          --                65
  Advances to limited partnerships                                    (30)             (101)
         Net cash used in investing activities                        (30)              (36)

CASH FLOWS PROVIDED BY FINANCING ACTIVITIES:
  Operating advances from affiliates                                  101                --

NET DECREASE IN CASH AND CASH EQUIVALENTS                              (4)             (364)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR                            9               373

CASH AND CASH EQUIVALENTS, END OF YEAR                            $     5             $ 9


          The accompanying notes are an integral part of these statements.

</TABLE>

<PAGE>

                            HOUSING PROGRAMS LIMITED
                       (a California limited partnership)

                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2002

1. - GOING CONCERN

The  accompanying  financial  statements  have been  prepared  assuming  Housing
Programs Limited ("HPL" or the "Partnership")  will continue as a going concern.
The Partnership  continues to generate  recurring  operating  losses and suffers
from a lack  of  cash as well as a  partners'  deficit.  The  Corporate  General
Partner  may approve  advances  to the  Partnership  to fund  certain  operating
expenses;  however,  it is not  required to take such action.  Management  is in
discussions with the Corporate General Partner to fund the current shortfall.

Two of the  Partnership's  investments,  Evergreen and Plaza  Village,  involved
purchases of partnership  interests from partners who subsequently withdrew from
the operating  partnership.  The Partnership is obligated for non-recourse notes
payable of  $4,600,000  to the  sellers of the  partnership  interests,  bearing
interest at 9.5%.  Total  outstanding  accrued  interest at December 31, 2002 is
approximately  $7,325,000.  The notes  matured in 1999.  These  obligations  and
related interest are collateralized by the Partnership's investment in the local
limited  partnership,  as  defined  in the  notes.  Unpaid  interest  was due at
maturity of the notes.  Apartment  Investment and Management Company, a Maryland
corporation  ("AIMCO"),  which indirectly owns the Corporate  General Partner of
the Partnership,  has a 15% interest in and is the trustee for the Plaza Village
note payable.

The  Partnership  has not made any payments and is in default under the terms of
the notes.  Management is  attempting  to negotiated  extensions of the maturity
dates  on  the  notes  payable.  If  the  negotiations  are  unsuccessful,   the
Partnership  could  lose  its  investment  in  these  limited   partnerships  to
foreclosure.

As a result of the above,  there is  substantial  doubt about the  Partnership's
ability to continue as a going concern.  The financial statements do not include
any adjustments to reflect the possible future effects of the recoverability and
classification  of assets or amounts and  classification of liabilities that may
result from these uncertainties.

2.    Summary of Significant Accounting Policies

Organization

The Partnership was organized under the California  Uniform Limited  Partnership
Act on May 15, 1984.  The  Partnership  was formed to invest  primarily in other
limited  partnerships  which own or lease and  operate  federal,  state or local
government-assisted  housing  projects.  The general partners of the Partnership
are National  Partnership  Investments Corp. ("NAPICO" or the "Corporate General
Partner"),  Coast Housing Investment  Associates (CHIA), a limited  partnership,
and Housing Programs Corporation II (collectively, the "General Partners").

The general  partners  have a one percent  interest in profits and losses of the
Partnership.  The limited  partners have the remaining 99 percent interest which
is allocated in proportion to their respective individual investments. NAPICO is
the corporate general partner of the Partnership.

On December 3, 2001, Casden Properties Inc., entered into a merger agreement and
certain other transaction  documents with AIMCO and certain of its subsidiaries,
pursuant to which, on March 11, 2002, AIMCO acquired Casden  Properties Inc. and
its  subsidiaries,  including  100% of the stock of  NAPICO.  Prior to March 11,
2002, Casden  Properties Inc. owned a 95.25% economic  interest in NAPICO,  with
the balance owned by Casden Investment Corporation ("CIC"). CIC, which is wholly
owned by Alan I. Casden, owned 95% of the voting common stock of NAPICO prior to
March 11, 2002. As a result of this  transaction,  the Corporate General Partner
became a subsidiary of AIMCO, a publicly traded real estate investment trust.

The  Partnership  shall be  dissolved  only upon the  expiration  of 50 complete
calendar  years  (December  31,  2034)  from  the date of the  formation  of the
Partnership  or upon the  occurrence of various other events as described in the
terms of the Partnership agreement.

Upon total or partial  liquidation  of the  Partnership  or the  disposition  or
partial  disposition of a project or project  interest and  distribution  of the
proceeds,  the  general  partners  will  be  entitled  to a  liquidation  fee as
stipulated  in the  Partnership  agreement.  The  limited  partners  will have a
priority return equal to their invested  capital  attributable to the project(s)
or project interest(s) sold and shall receive from the sale of the project(s) or
project  interest(s) an amount sufficient to pay state and federal income taxes,
if any,  calculated  at the maximum rate then in effect.  The general  partners'
liquidation fee may accrue but shall not be paid until the limited partners have
received distributions equal to 100 percent of their capital contributions.

Basis of Presentation

The  accompanying  financial  statements  have been prepared in conformity  with
accounting principles generally accepted in the United States of America.

Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States  requires  management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.

Method of Accounting for Investments in Limited Partnerships

The  investments in Local Limited  Partnerships  are accounted for on the equity
method. Acquisition, selection and other costs related to the acquisition of the
projects have been capitalized to the investment account and are being amortized
by the straight line method over the estimated  lives of the underlying  assets,
which is generally 30 years.

Net Loss Per Limited Partnership Interest

Net loss per limited  partnership  interest was computed by dividing the limited
partners'  share of net loss by the  number  of  limited  partnership  interests
outstanding  during the year.  The number of limited  partnership  interests was
12,368 for both years presented.

Cash and Cash Equivalents

Cash and cash equivalents  includes cash on hand and in banks. At certain times,
the amount of cash deposited at a bank may exceed the limit on insured deposits.
Cash  balances  include  approximately  $5,000  at  December  31,  2002 that are
maintained by the affiliated management company on behalf of affiliated entities
in cash concentration accounts.

Impairment of Long-Lived Assets

The  Partnership  reviews its  investments in long-lived  assets to determine if
there  has  been  any  permanent   impairment  whenever  events  or  changes  in
circumstances  indicate  that  the  carrying  amount  of the  asset  may  not be
recoverable.  If the sum of the  expected  future  cash  flows is less  than the
carrying amount of the assets, the Partnership recognizes an impairment loss. No
impairment  losses were recognized  during the years ended December 31, 2002 and
2001, as all investments have been reduced to zero.

Segment Reporting

Statement of Financial  Accounting Standards ("SFAS") No. 131, "Disclosure about
Segments of an Enterprise and Related Information" established standards for the
way that public business enterprises report information about operating segments
in annual  financial  statements  and  requires  that those  enterprises  report
selected  information about operating segments in interim financial reports.  It
also established  standards for related disclosures about products and services,
geographic  areas,  and  major  customers.  As  defined  in SFAS  No.  131,  the
Partnership has only one reportable segment.

Fair Value of Financial Instruments

SFAS No. 107, "Disclosures About Fair Value of Financial  Instruments," requires
disclosure of fair value information about  significant  financial  instruments,
when it is practicable  to estimate that value and excessive  costs would not be
incurred.  To  estimate  the fair  value of the  balances  due to the  Corporate
General Partner and accrued interest thereon,  excessive costs would be incurred
and,  therefore,  no estimate has been made. The  Partnership  believes that the
carrying  value of other  assets and  liabilities  reported on the  statement of
financial position that require such disclosure approximates fair value.

Recent Accounting Pronouncements

In  January  2003,  the  FASB  issued  FASB  Interpretation  No.  46  ("FIN46"),
"Consolidation of Variable Interest Entities,  an Interpretation of ARB No. 51."
FIN46 requires  certain  variable  interest  entities to be  consolidated by the
primary  beneficiary of the entity if the equity  investors in the entity do not
have the  characteristics  of a  controlling  financial  interest or do not have
sufficient  equity at risk for the  entity to  finance  its  activities  without
additional subordinated financial support from other parties. FIN46 is effective
for all new variable  interest  entities  created or acquired  after January 31,
2003. For variable  interest  entities  created or acquired prior to February 1,
2003,  the  provisions  of FIN46 must be applied for the first interim or annual
period  beginning after June 15, 2003. The  Partnership is currently  evaluating
the  effect,  if any,  that the  adoption  of FIN46 will have on its  results of
operations and financial condition.

3. Investments in and Advances to Limited Partnerships

The  Partnership  holds  limited  partnership   interests  in  7  Local  Limited
Partnerships  as of December 31, 2002 and 2001.  The Local Limited  Partnerships
own residential low income rental projects  consisting of 1,153 apartment units.
The  mortgage  loans of these  projects  are  payable  to or  insured by various
governmental agencies.

The  Partnership,  as a limited  partner,  does not  exercise  control  over the
activities and operations,  including  refinancing or selling decisions,  of the
Local  Limited  Partnerships.  Accordingly,  the  Partnership  accounts  for its
investments  in the Local  Limited  Partnerships  using the equity  method.  The
Partnership  is allocated  profits and losses of the Local Limited  Partnerships
based upon its respective ownership percentage of 99%.  Distributions of surplus
cash from operations from most of the Local Limited  Partnerships are restricted
by the Local Limited Partnerships'  Regulatory Agreements with the United States
Department of Housing and Urban Development  ("HUD").  These  restrictions limit
the distribution to a portion,  generally less than 10%, of the initial invested
capital.  The excess surplus cash is deposited into a residual receipts reserve,
of which  the  ultimate  realization  by the  Partnership  is  uncertain  as HUD
frequently retains it upon sale or dissolution of the Local Limited Partnership.
The Partnership is allocated profits and losses and receives  distributions from
refinancings  and  sales in  accordance  with the  Local  Limited  Partnerships'
partnership  agreements.   These  agreements  usually  limit  the  Partnership's
distributions to an amount  substantially less than its ownership  percentage in
the Local Limited Partnership.

The individual  investments are carried at cost plus the Partnership's  share of
the Local  Limited  Partnership's  profits less the  Partnership's  share of the
Local Limited  Partnership's  losses,  distributions and impairment charges. See
"Note 2 -  Organization  and Summary of Significant  Accounting  Policies" for a
description of the impairment  policy. The Partnership is not legally liable for
the obligations of the Local Limited Partnerships and is not otherwise committed
to provide additional support to them.  Therefore,  it does not recognize losses
once its  investment  in each of the Local  Limited  Partnerships  reaches zero.
Distributions  from  the  Local  Limited  Partnerships  are  accounted  for as a
reduction of the investment  balance until the investment  balance is reduced to
zero.  When  the  investment  balance  has  been  reduced  to  zero,  subsequent
distributions  received are recognized as income in the accompanying  statements
of operations.

For those  investments  where the  Partnership  has determined that the carrying
value  of its  investments  approximates  the  estimated  fair  value  of  those
investments,  the  Partnership's  policy is to recognize equity in income of the
Local  Limited  Partnerships  only to the extent of  distributions  received and
amortization  of  acquisition  costs  from  those  Local  Limited  Partnerships.
Therefore,  the  Partnership  limits its  recognition of equity  earnings to the
amount it expects to ultimately realize.

The  Partnership  has no  carrying  value in  investments  in the Local  Limited
Partnerships as of December 31, 2002.

The  difference  between the investment  per the  accompanying  balance sheet at
December  31,  2002,  and the  equity  per the  limited  partnerships'  combined
financial  statements  is due  primarily to  cumulative  unrecognized  equity in
losses of certain  limited  partnerships,  costs  capitalized  to the investment
account,  cumulative  distributions  recognized  as income  and  recognition  of
impairment losses.

Four of the Local Limited Partnerships have outstanding purchase money notes and
accrued  interest  that matured in December  2000.  In  addition,  a fifth Local
Limited Partnership has a subordinated note and accrued interest that matured in
December 1999.  Each of these Local Limited  Partnerships is in default on these
obligations. The Partnership risks losing its investments in these Local Limited
Partnerships through foreclosure.  All of the investments in these Local Limited
Partnerships were zero at December 31, 2002.

Selected  financial  information from the combined  financial  statements of the
Local Limited Partnerships follows:

        Condensed Combined Balance Sheet of the Local Limited Partnerships
                                 (in thousands)


                                                      December 31, 2002
Assets
  Land                                                   $  1,611
  Building and improvements, net of accumulated
   depreciation of approximately $23,162                   13,591
  Other assets                                             14,957
Total Assets                                             $ 30,159

Liabilities and Partners Deficit:
Liabilities:
  Mortgage notes payable                                 $ 15,167
  Notes payable                                            10,051
  Accrued interest on notes payable                         4,724
  Other liabilities                                         1,353
                                                           31,295

Partners' deficit
  General partners                                       $    (93)
  Limited partners                                         (1,043)
                                                           (1,136)
Total liabilities and Partners' Deficit                  $ 30,159

<PAGE>

    Condensed Combined Results of Operations of the Local Limited Partnerships
                                 (in thousands)

                                                       Years ended December 31,
                                                         2002            2001

Rental income                                          $ 6,321         $ 5,751
Other income                                               926           1,334
Gain on sale of rental property                             --              28

  Total revenues                                         7,247           7,113

Expenses:
Operating expenses                                       4,674           4,606
Financial expenses                                         688             721
Interest on notes payable                                  978             812
Depreciation                                             1,465           1,399

  Total expenses                                         7,805           7,538

Loss on discontinued operations                             --            (105)

Net loss                                               $  (558)        $  (530)

Under recently adopted law and policy,  the United States  Department of Housing
and Urban Development ("HUD") has determined not to renew the Housing Assistance
Payment  ("HAP")  Contracts  on a long  term  basis on the  existing  terms.  In
connection with renewals of the HAP Contracts under such new law and policy, the
amount of rental  assistance  payments under renewed HAP Contracts will be based
on market rentals instead of above market  rentals,  which may be the case under
existing HAP Contracts.  The payments under the renewed HAP Contracts may not be
in an amount  that  would  provide  sufficient  cash  flow to  permit  owners of
properties  subject to HAP  Contracts to meet the debt service  requirements  of
existing  loans  insured by the Federal  Housing  Administration  of HUD ("FHA")
unless such mortgage loans are  restructured.  In order to address the reduction
in payments under HAP Contracts as a result of this new policy, the Multi-family
Assisted Housing Reform and  Affordability  Act of 1997 ("MAHRAA")  provides for
the  restructuring  of  mortgage  loans  insured  by the  FHA  with  respect  to
properties  subject  to the  Section 8 program.  Under  MAHRAA,  an  FHA-insured
mortgage  loan can be  restructured  into a first  mortgage  loan  which will be
amortized on a current basis and a low interest  second mortgage loan payable to
FHA which will only be payable on  maturity  of the first  mortgage  loan.  This
restructuring results in a reduction in annual debt service payable by the owner
of the  FHA-insured  mortgage  loan and is  expected  to result in an  insurance
payment from FHA to the holder of the  FHA-insured  loan due to the reduction in
the principal amount. MAHRAA also phases out project-based subsidies on selected
properties  serving  families not located in rental markets with limited supply,
converting such subsidies to a tenant-based subsidy.

When the HAP  Contracts are subject to renewal,  there can be no assurance  that
the local limited  partnerships  in which the Partnership has an investment will
be permitted to restructure its mortgage indebtedness under MAHRAA. In addition,
the  economic  impact  on the  Partnership  of the  combination  of the  reduced
payments  under  the  HAP  Contracts  and  the  restructuring  of  the  existing
FHA-insured mortgage loans under MAHRAA is uncertain.

During the year ended  December 31, 2001, the  Partnership  sold its interest in
Walnut  Towers for net proceeds of $65,000.  The  Partnership  recognized a gain
from the sale equal to the net proceeds  received  because it had no  investment
balance related to this partnership.

An  affiliate  of  NAPICO is the  general  partner  in two of the Local  Limited
Partnerships  at December 31,  2002.  Another  affiliate  served as the property
manager for these two Local Limited Partnerships' properties, receiving property
management  fees of  approximately  $77,000  and  $81,000  for  2002  and  2001,
respectively.

4.    Transactions with Affiliated Parties

Under  the  terms of the  Restated  Certificate  and  Agreement  of the  Limited
Partnership,  the Partnership is obligated to the general partners for an annual
asset management fee equal to 0.5% of the original  remaining invested assets of
the Local  Limited  Partnerships.  Invested  assets is  defined  as the costs of
acquiring project interests  including the proportionate  amount of the mortgage
loans  related to the  Partnership's  interest  in the  capital  accounts of the
respective Local Limited Partnerships. For the years ended December 31, 2002 and
2001, approximately $199,000 and $200,000,  respectively, has been expensed. The
unpaid balance at December 31, 2002 is approximately $1,248,000.

The Partnership  reimburses  NAPICO for certain  expenses.  The reimbursement to
NAPICO was  approximately  $19,000 and $20,000 for the years ended  December 31,
2002 and 2001,  respectively,  and is  included  in general  and  administrative
expenses. The unpaid balance at December 31, 2002 is approximately $19,000.

The Corporate  General Partner has advanced the  Partnership  funds to assist in
paying for normal  operating  expenses.  These advances do not accrue  interest.
During the year ended December 31, 2002, the Corporate  General Partner advanced
approximately $101,000 for such purposes.

As of December  31,  2002,  the fees and  expenses  due to the General  Partners
exceeded the Partnership's  cash. The General  Partners,  during the forthcoming
year,  are not expected to demand  payment of amounts due in excess of such cash
or such that the Partnership would not have sufficient  operating cash; however,
the Partnership will remain liable for all such amounts.

AIMCO,  which indirectly owns the Corporate  General Partner of the Partnership,
has a 15% interest in and is the trustee for the Plaza Village note payable.

In June 2002,  an affiliate  of the  Corporate  General  Partner  purchased  the
purchase money notes on Lancaster Heights from the original noteholders.

5.    Income Taxes

The  Partnership  is not taxed on its income.  The  partners  are taxed in their
individual  capacities based upon their  distributive share of the Partnership's
taxable  income  or  loss  and are  allowed  the  benefits  to be  derived  from
off-setting  their  distributive  share of the tax losses against taxable income
from other sources  subject to passive loss  limitations.  The taxable income or
loss differs from  amounts  included in the  statements  of  operations  because
different  methods  are used in  determining  the  losses of the  Local  Limited
Partnerships as discussed below. The tax loss is allocated to the partner groups
in accordance with Section 704(b) of the Internal  Revenue Code and therefore is
not necessarily proportionate to the interest percentage owned.

A reconciliation follows:

                                                  Years Ended December 31,
                                                     2002            2001
                                                        (in thousands)

Net loss per financial statements                 $  (766)        $  (839)

Other                                                 636             341
Partnership's share of Local Limited
 Partnership                                          961           1,567
Gain on foreclosure of Partnership
   Interest                                            --           1,915
Income per tax return                             $   831         $ 2,984

Income per limited partnership interest           $ 66.93         $240.45

The following is a reconciliation between the Partnership's reported amounts and
the federal tax basis of net assets:

                                                   December 31, 2002
                                                     (in thousands)

      Net deficiency as reported                       $(13,436)
      Add (deduct):
       Investment in Partnerships                       (13,004)
       Other                                             10,955
      Net deficiency - federal tax basis               $(15,485)


6.    Real Estate and Accumulated  Depreciation of Local Limited Partnerships in
      which HPL Has Invested

(1)   Schedule of Encumbrances (in thousands):

                                                           Notes
                                                         Payable and
                                          Mortgage         Accrued
Partnership Name                           Notes          Interest        Total

Cape LaCroix                             $  1,085        $  2,473      $  3,558
Cloverdale                                    769           2,306         3,075
Cloverleaf                                    717           2,026         2,744
Evergreen Apts.                             7,521              --         7,521
Jenny Lind Hall                               633           3,541         4,174
Lancaster Heights                           1,674           4,429         6,103
Plaza Village                               2,768              --         2,768
Total                                    $ 15,167        $ 14,775      $ 29,943


(2) Schedule of Investment Properties (in thousands):

<TABLE>
<CAPTION>

                                         Buildings
                                           And
                                         Related
                                         Personal            Accumulated     Year of
    Description     Encumbrances  Land   Property   Total    Depreciation  Construction

<S>                 <C>          <C>     <C>       <C>       <C>              <C>
Cape LaCroix        $ 1,085      $ 169   $ 2,485   $ 2,654   $ (1,565)        1972
Cloverdale              769        100     2,051     2,151     (1,285)        1972
Cloverleaf              717        123     1,927     2,050     (1,215)        1972
Evergreen Apts.       7,521        617    16,683    17,300     (9,423)        1978
Jenny Lind Hall         633         32       941       973       (281)        1977
Lancaster Heights     1,674        200     5,467     5,667     (2,962)        1972
Plaza Village         2,768        370     7,199     7,569     (6,431)        1975
Total               $15,167      $1,611  $36,753   $38,364   $(23,162)
</TABLE>

(3) Reconciliation of real estate and accumulated depreciation:

                                                 Years Ended December 31,
                                                   2002           2001
Real estate:                                          (in thousands)
Balance at beginning of year                     $ 38,033       $ 39,899
Improvements during the year                          397          1,276
Disposals of rental properties                        (66)        (3,142)
Balance at end of year                           $ 38,364       $ 38,033

                                                 Years Ended December 31,
                                                   2002           2001
Accumulated depreciation:                             (in thousands)
Balance at beginning of year                     $ 21,725       $ 22,018
Depreciation expense for the year                   1,465          1,494
Disposals of rental properties                        (28)        (1,787)
Balance at end of year                           $ 23,162       $ 21,725

7.    Contingencies

On August 27, 1998, two investors holding an aggregate of eight units of limited
partnership  interests  in Real Estate  Associates  Limited  III (an  affiliated
partnership in which NAPICO is the corporate  general partner) and two investors
holding an  aggregate  of five units of limited  partnership  interests  in Real
Estate Limited Associates VI (another affiliated  partnership in which NAPICO is
the corporate general partner) commenced an action in the United States District
Court for the Central  District of California  against  NAPICO and certain other
defendants.  The complaint alleged that the defendants  breached their fiduciary
duty to the limited partners of certain NAPICO managed partnerships and violated
securities  laws by making  materially  false and  misleading  statements in the
consent   solicitation   statements  sent  to  the  limited   partners  of  such
partnerships  relating to approval of the transfer of  partnership  interests in
limited partnerships,  owning certain of the properties, to affiliates of Casden
Properties  Inc.,  organized by an affiliate of NAPICO.  The  plaintiffs  sought
equitable relief, as well as compensatory  damages and litigation related costs.
On August 4, 1999, one investor holding one unit of limited partnership interest
in the Partnership  commenced a virtually  identical action in the United States
District Court for the Central  District of California  against the Partnership,
NAPICO and certain other  entities.  The second action was subsumed in the first
action,  and was  certified as a class  action.  On August 21, 2001,  plaintiffs
filed a supplemental complaint,  which added new claims,  including a rescission
of the transfer of partnership interests and an accounting. The matter was tried
in October and  November  2002.  In November  2002,  the jury  returned  special
verdicts   against  NAPICO  and  certain  other  defendants  in  the  amount  of
approximately $25.2 million for violations of securities laws and against NAPICO
for approximately $67.3 million for breaches of fiduciary duty. In addition, the
jury awarded the plaintiffs  punitive  damages  against NAPICO of  approximately
$92.5 million.  On April 29, 2003, the Court entered judgment against NAPICO and
certain  other  defendants  in the amount of $25.2  million  for  violations  of
securities  laws and against  NAPICO for $67.3 million for breaches of fiduciary
duty,  both amounts plus  interest of $25.6  million,  and for punitive  damages
against  NAPICO in the amount of $2.6 million.  Since the amount of the judgment
substantially exceeds NAPICO's net worth, NAPICO cannot post a bond for the full
amount of the judgment and NAPICO  cannot  predict what actions  plaintiffs  may
attempt  to take to  satisfy  the  judgment.  While the case is  expected  to be
appealed,  the matter is the responsibility of the former shareholders of Casden
Properties,  Inc.  pursuant to the documents  related to AIMCO's  acquisition of
Casden Properties, Inc., which acquisition was completed in March 2002.

The holder of a purchase  money  promissory  note issued by  Cloverleaf  limited
partnership,  one of the  Partnership's  investments,  in the amount of $845,000
plus accrued  interest  payable of $1,177,000  as of December 31, 2002,  filed a
foreclosure action against the Cloverleaf limited  partnership.  The Partnership
and other defendants have answered the complaint and intend to vigorously defend
this action.  The  Partnership  has no investment  balance related to this Local
Limited Partnership.

The holders of three cash flow notes,  with an  aggregate  principal  balance of
$3,825,000,  issued by Oshtemo Limited Dividend Housing Association,  one of the
Partnership's investments,  filed a suit on June 18, 2002 to reduce the notes to
judgment and  foreclosure  on the  Partnership's  interest in this Local Limited
Partnership. As of December 31, 2002, the parties had reached a settlement which
requires the Local  Limited  Partnership  to  refinance  the property by May 31,
2003. The proceeds from the  refinancing  will be used to settle the outstanding
notes. The suit has been stayed until May 31, 2003, pending  consummation of the
settlement.  The  Partnership  has no investment  balance  related to this local
limited partnership.

NAPICO is a plaintiff  in various  lawsuits and has also been named as defendant
in other lawsuits arising from  transactions in the ordinary course of business.
In the opinion of NAPICO,  the claims will not result in any material  liability
to the Partnership.

<PAGE>

Item 8.     Changes in and Disagreements with Accountants  on  Accounting  and
            Financial Disclosure

Effective  August 29,  2002,  the  Registrant  dismissed  its prior  Independent
Auditors,  Deloitte & Touche LLP and retained as its new  Independent  Auditors,
Ernst & Young LLP. Deloitte & Touche LLP's  Independent  Auditors' Report on the
Registrant's  financial statements for the calendar year ended December 31, 2001
did not  contain an adverse  opinion or a  disclaimer  of  opinion,  and was not
qualified  or  modified  as to audit  scope or  accounting  principles.  Except,
however,  the 2001  audit  report  was  modified  as to the  uncertainty  of the
Partnership to continue as a going concern.  The decision to change  Independent
Auditors was approved by the directors.  During the calendar year ended 2001 and
through August 29, 2002, there were no disagreements  between the Registrant and
Deloitte & Touche  LLP on any  matter of  accounting  principles  or  practices,
financial   statement   disclosure,   or  auditing  scope  or  procedure   which
disagreements  if not  resolved  to the  satisfaction  of Deloitte & Touche LLP,
would  have  caused  it  to  make   reference  to  the  subject  matter  of  the
disagreements in connection with its reports.

Effective  August 29,  2002,  the  Registrant  engaged  Ernst & Young LLP as its
Independent Auditors.  During the last two calendar years and through August 29,
2002,  the  Registrant  did not consult  Ernst & Young LLP  regarding any of the
matters or events set forth in Item 304 (a)(2)(i) and (ii) of Regulation S-B.

<PAGE>
                                    PART III.

ITEM 9.     DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT:

Housing Programs Limited (the "Partnership" or the "Registrant") has no officers
or directors. The general partner responsible for conducting the business of the
Partnership is National  Partnership  Investments Corp a California  Corporation
("NAPICO" or the "Corporate General Partner").

The names and ages of, as well as the positions and offices held by, the present
directors  and executive  officers of NAPICO are set forth below:  The Corporate
General  Partner  manages and controls  substantially  all of the  Partnership's
affairs and has general  responsibility  and  ultimate  authority in all matters
affecting its business.  There are no family relationships  between or among any
directors or officers.

Peter K. Kompaniez              58    Director
David R. Robertson              37    President, Chief Executive Officer
                                       and Director
Michael J. Hornbrook            48    Executive Vice President and Chief
                                       Operating Officer
Jeffrey H. Sussman              37    Senior Vice President, General
                                       Counsel and Secretary
Brian H. Shuman                 40    Senior Vice President and Chief
                                       Financial Officer

Peter K.  Kompaniez  has been a Director  of NAPICO  since  April 1,  2000.  Mr.
Kompaniez  has been  Vice  Chairman  of the  Board  of  Directors  of  Apartment
Investment and Management  Company  ("AIMCO")  since July 1994 and was appointed
President of AIMCO in July 1997.

David R. Robertson has been President, Chief Executive Officer and a Director of
NAPICO since October 2002.  Mr.  Robertson is also  Executive  Vice President of
AIMCO  and  is  responsible  for  property  operations,   asset  management  and
transaction   activities   within  AIMCO   Capital's   portfolio  of  affordable
properties. Prior to joining AIMCO, Mr. Robertson was a member of the investment
banking group at Smith Barney from 1991 to 1996,  where he was  responsible  for
real estate investment  banking  transactions in the western United States,  and
was part of the Smith Barney team that managed  AIMCO's  initial public offering
in 1994.  From February 1996 until  February  2002,  when Mr.  Robertson  joined
AIMCO, he was the Chairman and Chief Executive Officer of Robeks Corporation,  a
privately held chain of specialty food stores.

Michael J.  Hornbrook has been  Executive Vice President of NAPICO since January
2002 and became Chief Operating  Officer of NAPICO in April 2002. Mr.  Hornbrook
is also  Senior  Vice  President  of AIMCO  and is  responsible  for tax  credit
placement activities and transactions involving properties in AIMCO's affordable
housing portfolio  located in the western United States.  Prior to January 2002,
Mr.  Hornbrook  was a partner in the law firm of McGuire Woods LLP in the firm's
Chicago office and  specialized in the area of real estate law with a particular
focus on affordable  housing and tax credits.  Mr. Hornbrook was the Chairman of
the firm's Affordable Housing Group.

Jeffrey H.  Sussman is Senior Vice  President,  General  Counsel and  Secretary,
having joined NAPICO in 1998. Mr.  Sussman is responsible  for the legal affairs
of NAPICO and its affiliates. Prior to joining NAPICO in April 1998, Mr. Sussman
was an associate with the law firm of Rus, Miliband, Williams & Smith in Irvine,
California.  His practice  emphasized real estate finance and insolvency law and
included the representation of borrowers,  lenders, and court-appointed trustees
in matters involving apartment complexes, retail centers and hotels.

Brian H. Shuman is Senior Vice  President and Chief  Financial  Officer,  having
joined NAPICO in 2000.  Mr. Shuman is responsible  for the financial  affairs of
NAPICO,  as well as the limited  partnerships  sponsored  by it. From 1996 until
joining  NAPICO in August  2000,  Mr.  Shuman was Vice  President  - Finance for
Preferred Health  Management  Inc., the largest provider of worker  compensation
diagnostic  imaging  services in California  formed in 1996, and was responsible
for establishing and managing the accounting,  billing, collection, treasury and
financial  reporting  departments.  From  1994  to  1996,  Mr.  Shuman  was  the
Controller  for DVI Business  Credit  Corporation,  which  provides  asset based
lending to a wide range of health concerns.

The executive  officers and directors of the Corporate  General  Partner fulfill
the obligations of the Audit Committee and oversee the  Partnership's  financial
reporting process on behalf of the Corporate General Partner. Management has the
primary  responsibility  for the financial  statements and the reporting process
including  the  systems  of  internal  controls.  In  fulfilling  its  oversight
responsibilities,  the executive officers and directors of the Corporate General
Partner reviewed the audited  financial  statements with management  including a
discussion  of the  quality,  not  just  the  acceptability,  of the  accounting
principles,  the  reasonableness  of significant  judgments,  and the clarity of
disclosures in the financial statements.

The executive  officers and directors of the Corporate  General Partner reviewed
with the independent auditors,  who are responsible for expressing an opinion on
the conformity of those audited  financial  statements  with generally  accepted
accounting  principles,  their  judgments  as  to  the  quality,  not  just  the
acceptability,  of the Partnership's accounting principles generally accepted in
the United  States and such other  matters as are required to be discussed  with
the  Audit  Committee  or its  equivalent  under  auditing  standards  generally
accepted in the United States.  In addition,  the Partnership has discussed with
the  independent  auditors the auditors'  independence  from  management and the
Partnership  including  the matters in the written  disclosures  required by the
Independence  Standards  Board and  considered  the  compatibility  of non-audit
services with the auditors' independence.

The executive  officers and directors of the General Partner  discussed with the
Partnership's  independent auditors the overall scope and plans for their audit.
In  reliance on the reviews and  discussions  referred to above,  the  executive
officers  and  directors of the  Corporate  General  Partner  have  approved the
inclusion of the audited  financial  statements  in the Form 10-KSB for the year
ended December 31, 2002 for filing with the Securities and Exchange Commission.

The Corporate  General Partner has reappointed  Ernst & Young LLP as independent
auditors to audit the financial statements of the Partnership for 2003. Fees for
2002  were  annual  audit  of  $28,000  and  non-audit   services   (principally
tax-related) of $28,000.

ITEM 10.    EXECUTIVE COMPENSATION:

None of the directors and officers of the Corporate General Partner received any
remuneration from the Partnership during the year ended December 31, 2002.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT:

(a)   Security Ownership of Certain Beneficial Owners

      The  General  Partners  own  all of the  outstanding  general  partnership
      interests  of  Housing  Programs  Limited.  No  person  is  known  to  own
      beneficially  in  excess  of 5% of  the  outstanding  limited  partnership
      interests.

(b)   None of the  officers or directors of the  Corporate  General  Partner own
      directly  or  beneficially  any  limited  partnership   interests  in  the
      Partnership.

ITEM 12.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS:

Under  the  terms of the  Restated  Certificate  and  Agreement  of the  Limited
Partnership,  the Partnership is obligated to the general partners for an annual
asset management fee equal to 0.5% of the original  remaining invested assets of
the Local  Limited  Partnerships.  Invested  assets is  defined  as the costs of
acquiring project interests  including the proportionate  amount of the mortgage
loans  related to the  Partnership's  interest  in the  capital  accounts of the
respective Local Limited Partnerships. For the years ended December 31, 2002 and
2001, approximately $199,000 and $200,000,  respectively, has been expensed. The
unpaid balance at December 31, 2002 is approximately $1,248,000.

The Partnership  reimburses  NAPICO for certain  expenses.  The reimbursement to
NAPICO was  approximately  $19,000 and $20,000 for the years ended  December 31,
2002 and 2001,  respectively,  and is  included  in general  and  administrative
expenses. The unpaid balance at December 31, 2002 is approximately $19,000.

The Corporate  General Partner has advanced the  Partnership  funds to assist in
paying for normal  operating  expenses.  These advances do not accrue  interest.
During the year ended December 31, 2002, the Corporate  General Partner advanced
approximately $101,000 for such purposes.

As of December  31,  2002,  the fees and  expenses  due to the General  Partners
exceeded the Partnership's  cash. The General  Partners,  during the forthcoming
year,  are not expected to demand  payment of amounts due in excess of such cash
or such that the Partnership would not have sufficient  operating cash; however,
the Partnership will remain liable for all such amounts.

An  affiliate  of  NAPICO is the  general  partner  in two of the Local  Limited
Partnerships  at December 31,  2002.  Another  affiliate  served as the property
manager for these two Local Limited Partnerships' properties, receiving property
management  fees of  approximately  $77,000  and  $81,000  for  2002  and  2001,
respectively.

AIMCO,  which indirectly owns the Corporate  General Partner of the Partnership,
has a 15% interest in and is the trustee for the Plaza Village note payable.

In June 2002,  an affiliate  of the  Corporate  General  Partner  purchased  the
purchase money notes on Lancaster Heights from the original noteholders.

<PAGE>

ITEM 13.    EXHIBITS AND REPORTS ON FORM 8-K:

Exhibits


     Exhibit 16.1 Letter dated August 29, 2002,  from the  Registrant's  former
     independent accountants regarding its concurrence with the statements made
     by the Registrant  incorporated by reference to the  Registrant's  Current
     Report on Form 8-K dated September 6, 2002.

     Exhibit 99.0 Certification of Chief Executive Officer and Chief  Financial
     Officer

     Exhibit 99.1 Independent Auditors Report for Cape La Croix Apts., Ltd.

     Exhibit 99.2 Independent Auditors Report for Cloverdale Heights Apts., Ltd.

     Exhibit 99.3 Independent Auditors Report for Cloverleaf Apts., Ltd.

     Exhibit 99.4 Independent Auditors Report for Jenny Lind Hall Second Limited
     Partnership

     Exhibit 99.5 Independent Auditors Report for Lancaster Heights Associates

     Exhibit 99.6 Independent Auditors Report for Oshtemo Limited Dividend
     Housing Association

     Exhibit 99.7 Independent Auditors Report for Plaza Village Group

Reports on Form 8-K

No reports on Form 8K were filed during the quarter ended December 31, 2002.

ITEM 14.    CONTROLS AND PROCEDURES

The principal executive officer and principal financial officer of the Corporate
General Partner, who are the equivalent of the Partnership's principal executive
officer and principal financial officer,  respectively,  have, within 90 days of
the filing  date of this  annual  report,  evaluated  the  effectiveness  of the
Partnership's  disclosure  controls and  procedures  (as defined in Exchange Act
Rules 13a-14(c) and 15d-14(c)) and have determined that such disclosure controls
and  procedures  are  adequate.  There have been no  significant  changes in the
Partnership's  internal  controls or in other  factors that could  significantly
affect the  Partnership's  internal  controls since the date of evaluation.  The
Partnership does not believe any significant deficiencies or material weaknesses
exist in the Partnership's internal controls. Accordingly, no corrective actions
have been taken.

<PAGE>

                                   SIGNATURES


In accordance  with the  requirements of Section 13 or 15(d) of the Exchange Act
the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.


                               HOUSING PROGRAMS LIMITED
                               (a California Limited Partnership)

                               By:     NATIONAL PARTNERSHIP INVESTMENTS CORP.
                                       Corporate General Partner


                                    By:   /s/Peter K. Kompaniez
                                          Peter K. Kompaniez
                                          Director

                                    By:   /s/David R. Robertson
                                          David R. Robertson
                                          President, Chief Executive Officer
                                          and Director

                                    By:   /s/Brian H. Shuman
                                          Brian H. Shuman
                                          Senior Vice President and
                                          Chief Financial Officer

                                Date: May 5, 2003

In  accordance  with the Exchange  Act, this report has been signed below by the
following  persons on behalf of the  Registrant and in the capacities and on the
dates indicated.

/s/Peter K. Kompaniez         Director                      Date:  May 5, 2003
Peter K. Kompaniez



/s/David R. Robertson         President, Chief Executive    Date: May 5, 2003
David R. Robertson             Officer and Director



/s/Brian H. Shuman            Senior Vice President and     Date: May 5, 2003
Brian H. Shuman                Chief Financial Officer

<PAGE>

                                  CERTIFICATION


I, David R. Robertson, certify that:

1. I have  reviewed  this  annual  report  on Form  10-KSB of  Housing  Programs
Limited;

2.  Based on my  knowledge,  this  annual  report  does not  contain  any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

      a)  Designed  such  disclosure  controls  and  procedures  to ensure  that
      material   information   relating  to  the   registrant,   including   its
      consolidated  subsidiaries,  is made  known to us by others  within  those
      entities,  particularly  during the period in which this annual  report is
      being prepared;

      b) Evaluated the effectiveness of the registrant's disclosure controls and
      procedures  as of a date  within 90 days prior to the filing  date of this
      annual report (the "Evaluation Date"); and

      c) Presented in this annual report our conclusions about the effectiveness
      of the disclosure  controls and  procedures  based on our evaluation as of
      the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):

      a) All  significant  deficiencies  in the design or  operation of internal
      controls which could adversely affect the registrant's  ability to record,
      process,  summarize and report  financial data and have identified for the
      registrant's auditors any material weaknesses in internal controls; and

      b) Any fraud,  whether or not material,  that involves management or other
      employees  who  have  a  significant  role  in the  registrant's  internal
      controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date:  May 5, 2003

                                    /s/David R. Robertson
                                    David R. Robertson
                                    President and Chief Executive Officer  of
                                    National Partnership Investments Corp.,
                                    equivalent of the chief executive officer of
                                    the Partnership
<PAGE>

                                  CERTIFICATION


I, Brian H. Shuman, certify that:

1. I have  reviewed  this  annual  report  on Form  10-KSB of  Housing  Programs
Limited;

2.  Based on my  knowledge,  this  annual  report  does not  contain  any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

      a)  Designed  such  disclosure  controls  and  procedures  to ensure  that
      material   information   relating  to  the   registrant,   including   its
      consolidated  subsidiaries,  is made  known to us by others  within  those
      entities,  particularly  during the period in which this annual  report is
      being prepared;

      b) Evaluated the effectiveness of the registrant's disclosure controls and
      procedures  as of a date  within 90 days prior to the filing  date of this
      annual report (the "Evaluation Date"); and

      c) Presented in this annual report our conclusions about the effectiveness
      of the disclosure  controls and  procedures  based on our evaluation as of
      the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):

      a) All  significant  deficiencies  in the design or  operation of internal
      controls which could adversely affect the registrant's  ability to record,
      process,  summarize and report  financial data and have identified for the
      registrant's auditors any material weaknesses in internal controls; and

      b) Any fraud,  whether or not material,  that involves management or other
      employees  who  have  a  significant  role  in the  registrant's  internal
      controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date:  May 5, 2003

                                    /s/Brian H. Shuman
                                    Brian H. Shuman
                                    Senior Vice President and Chief Financial
                                    Officer of National Partnership Investments
                                    Corp., equivalent of the chief financial
                                    officer of the Partnership


<PAGE>



                             HOUSING PROGRAM LIMITED
                                  EXHIBIT INDEX


Exhibit     Description of Exhibit


   16.1     Letter  dated  August  29,  2002,  from  the   Registrant's   former
            independent   accountants   regarding  its   concurrence   with  the
            statements  made by the Registrant  incorporated by reference to the
            Registrant's Current Report on Form 8-K dated September 6, 2002.

   99.0     Certification of Chief Executive Officer and Chief Financial Officer

   99.1     Independent Auditors Report for Cape La Croix Apts., Ltd.

   99.2     Independent Auditors Report for Cloverdale Heights Apts., Ltd.

   99.3     Independent Auditors Report for Cloverleaf Apts., Ltd.

   99.4     Independent Auditors Report  for  Jenny  Lind  Hall  Second  Limited
            Partnership

   99.5     Independent Auditors Report for Lancaster Heights Associates

   99.6     Independent Auditors Report for Oshtemo  Limited  Dividend  Housing
            Association

   99.7     Independent Auditors Report for Plaza Village Group


<PAGE>


Exhibit 99.0


                          Certification of CEO and CFO
                       Pursuant to 18 U.S.C. Section 1350,
                             As Adopted Pursuant to
                  Section 906 of the Sarbanes-Oxley Act of 2002



In connection with the Annual Report on Form 10-KSB of Housing  Programs Limited
(the  "Partnership"),  for the year ended  December  31,  2002 as filed with the
Securities and Exchange  Commission on the date hereof (the "Report"),  David R.
Robertson,  as the equivalent of the chief executive officer of the Partnership,
and Brian H. Shuman,  as the  equivalent of the chief  financial  officer of the
Partnership,  each hereby  certifies,  pursuant to 18 U.S.C.  Section  1350,  as
adopted pursuant to Section 906 of the  Sarbanes-Oxley Act of 2002, that, to the
best of his knowledge:

      (1)   The Report fully complies with the  requirements of Section 13(a) or
            15(d) of the Securities Exchange Act of 1934; and

      (2)   The  information  contained in the Report  fairly  presents,  in all
            material respects, the financial condition and results of operations
            of the Partnership.


                                           /s/David R. Robertson
                                    Name:  David R. Robertson
                                    Date:  May 5, 2003


                                           /s/Brian H. Shuman
                                    Name:  Brian H. Shuman
                                    Date:  May 5, 2003

This  certification  accompanies  the  Report  pursuant  to  Section  906 of the
Sarbanes-Oxley  Act of 2002 and shall not,  except to the extent required by the
Sarbanes-Oxley  Act of 2002, be deemed filed by the  Partnership for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended.


<PAGE>



Exhibit 99.1

Independent Auditors' Report
To the Partners
Cape La Croix Apts., Ltd.

We have audited the accompanying  balance sheets of Cape La Croix Apts., Ltd. (a
Missouri   limited   partnership),    FHA   Project   No.   085_44015_LDP   (the
"Partnership"),  as of December 31, 2002 and 2001 and the related  statements of
operations,  changes  in  partners'  deficit  and cash  flows for the years then
ended.  These financial  statements are the  responsibility of the Partnership's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

We conducted  our audits in accordance  with U.S.  generally  accepted  auditing
standards  and  the  standards  applicable  to  financial  audits  contained  in
Government  Auditing  Standards issued by the Comptroller  General of the United
States.  Those  standards  require  that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Cape La Croix Apts., Ltd. as of
December 31, 2002 and 2001 and the results of its  operations and its cash flows
for the years then ended in conformity with U.S. generally  accepted  accounting
principles.

The  accompanying   financial   statements  have  been  prepared   assuming  the
Partnership  will  continue  as a going  concern.  As  discussed  in Note 3, the
Partnership has a note payable which matured in December 2000. The Partnership's
ability to repay or  refinance  this note is  presently  uncertain.  This matter
raises substantial doubt about the Partnership's  ability to continue as a going
concern.  Management's  plans in regard to this matter are  discussed in Note 3.
The financial  statements do not include any adjustments  that might result from
the outcome of this uncertainty.

In accordance with Government  Auditing  Standards,  we have also issued reports
dated March 12, 2003 on our consideration of the Partnership's  internal control
and on our tests of its compliance with certain provisions of laws, regulations,
contracts and grants.  Those reports are an integral part of an audit  performed
in  accordance  with  Government  Auditing  Standards  and  should  be  read  in
conjunction with this report in considering the results of our audit.

Our audit was  conducted  for the  purpose  of  forming  an opinion on the basic
financial  statements taken as a whole. The  accompanying  additional  financial
data (shown on pages 13 through 15) are  presented for the purpose of additional
analysis and are not a required  part of the basic  financial  statements of the
Partnership.  Such  information  has been  subjected to the auditing  procedures
applied in the audit of the basic financial  statements and, in our opinion,  is
fairly  stated in all  material  respects  in  relation  to the basic  financial
statements taken as a whole.

/s/Altschuler, Melvoin and Glasser LLP


Los Angeles, California
March 12, 2003


<PAGE>



Exhibit 99.2

Independent Auditors' Report
To the Partners
Cloverdale Heights Apts., Ltd.

We have audited the  accompanying  balance  sheets of Cloverdale  Heights Apts.,
Ltd.  (an Indiana  limited  partnership),  FHA Project  No.  073_44131_LDP  (the
"Partnership"),  as of December 31, 2002 and 2001 and the related  statements of
operations,  changes  in  partners'  deficit  and cash  flows for the years then
ended.  These financial  statements are the  responsibility of the Partnership's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

We conducted  our audits in accordance  with U.S.  generally  accepted  auditing
standards  and  the  standards  applicable  to  financial  audits  contained  in
Government  Auditing  Standards issued by the Comptroller  General of the United
States.  Those  standards  require  that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of Cloverdale Heights Apts., Ltd.
as of December 31, 2002 and 2001 and the results of its  operations and its cash
flows for the years  then  ended in  conformity  with  U.S.  generally  accepted
accounting principles.

The  accompanying   financial   statements  have  been  prepared   assuming  the
Partnership  will  continue  as a going  concern.  As  discussed  in Note 3, the
Partnership has a note payable which matured in December 2000. The Partnership's
ability to repay or  refinance  this note is  presently  uncertain.  This matter
raises substantial doubt about the Partnership's  ability to continue as a going
concern.  Management's  plans in regard to this matter are  discussed in Note 3.
The financial  statements do not include any adjustments  that might result from
the outcome of this uncertainty.

In accordance with Government  Auditing  Standards,  we have also issued reports
dated March 8, 2003 on our consideration of the  Partnership's  internal control
and on our tests of its compliance with certain provisions of laws, regulations,
contracts and grants.  Those reports are an integral part of an audit  performed
in  accordance  with  Government  Auditing  Standards  and  should  be  read  in
conjunction with this report in considering the results of our audit.

Our audit was  conducted  for the  purpose  of  forming  an opinion on the basic
financial  statements taken as a whole. The  accompanying  additional  financial
data (shown on pages 13 through 15) are  presented for the purpose of additional
analysis and are not a required  part of the basic  financial  statements of the
Partnership.  Such  information  has been  subjected to the auditing  procedures
applied in the audit of the basic financial  statements and, in our opinion,  is
fairly  stated in all  material  respects  in  relation  to the basic  financial
statements taken as a whole.

/s/Altschuler, Melvoin and Glasser LLP

Los Angeles, California
March 8, 2003



<PAGE>



Exhibit 99.3

Independent Auditors' Report
To the Partners
Cloverleaf Apts., Ltd.

We have audited the accompanying  balance sheets of Cloverleaf  Apts.,  Ltd. (an
Indiana limited partnership),  FHA Project No. 073-35092-PM (the "Partnership"),
as of  December  31,  2002 and 2001 and the related  statements  of  operations,
changes in  partners'  deficit  and cash flows for the years then  ended.  These
financial statements are the responsibility of the Partnership's management. Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We conducted  our audits in accordance  with U.S.  generally  accepted  auditing
standards  and  the  standards  applicable  to  financial  audits  contained  in
Government  Auditing  Standards issued by the Comptroller  General of the United
States.  Those  standards  require  that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of Cloverleaf Apts., Ltd. as of
December 31, 2002 and 2001 and the results of its  operations and its cash flows
for the years then ended in conformity with U.S. generally  accepted  accounting
principles.

The  accompanying   financial   statements  have  been  prepared   assuming  the
Partnership  will  continue  as a going  concern.  As  discussed  in Note 3, the
Partnership has a note payable which matured in December 2000. The Partnership's
ability to repay or  refinance  this note is  presently  uncertain.  This matter
raises substantial doubt about the Partnership's  ability to continue as a going
concern.  Management's  plans in regard to this matter are  discussed in Note 3.
The financial  statements do not include any adjustments  that might result from
the outcome of this uncertainty.

In accordance with Government  Auditing  Standards,  we have also issued reports
dated March 12, 2003 on our consideration of the Partnership's  internal control
and on our tests of its compliance with certain provisions of laws, regulations,
contracts and grants.  Those reports are an integral part of an audit  performed
in  accordance  with  Government  Auditing  Standards  and  should  be  read  in
conjunction with this report in considering the results of our audit.

Our audit was  conducted  for the  purpose  of  forming  an opinion on the basic
financial  statements taken as a whole. The  accompanying  additional  financial
data (shown on pages 13 through 15) are  presented for the purpose of additional
analysis and are not a required  part of the basic  financial  statements of the
Partnership.  Such  information  has been  subjected to the auditing  procedures
applied in the audit of the basic financial  statements and, in our opinion,  is
fairly  stated in all  material  respects  in  relation  to the basic  financial
statements taken as a whole.

/s/Altschuler, Melvoin and Glasser LLP



Los Angeles, California
March 12, 2003


<PAGE>


Exhibit 99.4

Independent Auditors' Report
To the Partners
Jenny Lind Hall Second Limited Partnership

We have  audited  the  accompanying  balance  sheets of Jenny  Lind Hall  Second
Limited  Partnership  (a  California  limited  partnership),   FHA  Project  No.
084_35307 (the "Partnership"),  as of December 31, 2002 and 2001 and the related
statements of  operations,  changes in partners'  deficit and cash flows for the
years then ended.  These  financial  statements  are the  responsibility  of the
Partnership's  management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted  our audits in accordance  with U.S.  generally  accepted  auditing
standards  and  the  standards  applicable  to  financial  audits  contained  in
Government  Auditing  Standards issued by the Comptroller  General of the United
States.  Those  standards  require  that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of Jenny Lind Hall Second Limited
Partnership  as of December 31, 2002 and 2001 and the results of its  operations
and its cash flows for the years then ended in  conformity  with U.S.  generally
accepted accounting principles.

The  accompanying   financial   statements  have  been  prepared   assuming  the
Partnership  will  continue  as a going  concern.  As  discussed  in Note 3, the
Partnership   has  two  notes  payable  which  matured  in  December  1999.  The
Partnership's  ability to repay or refinance these notes is presently uncertain.
This matter raises substantial doubt about the Partnership's ability to continue
as a going concern. Management's plans in regard to this matter are discussed in
Note 3. The  financial  statements  do not  include any  adjustments  that might
result from the outcome of this uncertainty.

In accordance with Government  Auditing  Standards,  we have also issued reports
dated  February  18, 2003 on our  consideration  of the  Partnership's  internal
control and on our tests of its  compliance  with  certain  provisions  of laws,
regulations,  contracts  and grants.  Those  reports are an integral  part of an
audit performed in accordance with Government  Auditing  Standards and should be
read in conjunction with this report in considering the results of our audit.

Our audit was  conducted  for the  purpose  of  forming  an opinion on the basic
financial  statements taken as a whole. The  accompanying  additional  financial
data (shown on pages 13 through 15) are  presented for the purpose of additional
analysis and are not a required  part of the basic  financial  statements of the
Partnership.  Such  information  has been  subjected to the auditing  procedures
applied in the audit of the basic financial  statements and, in our opinion,  is
fairly  stated in all  material  respects  in  relation  to the basic  financial
statements taken as a whole.

/s/Altschuler, Melvoin and Glasser LLP

Los Angeles, California
February 18, 2003



<PAGE>


Exhibit 99.5

Independent Auditors' Report
To the Partners
Lancaster Heights Associates

We have audited the accompanying  balance sheets of Lancaster Heights Associates
(an Illinois limited partnership), IHDA Project No. ML-7 (the "Partnership"), as
of December 31, 2002 and 2001 and the related statements of operations,  changes
in partners'  deficit and cash flows for the years then ended.  These  financial
statements  are  the  responsibility  of  the  Partnership's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We conducted  our audits in accordance  with U.S.  generally  accepted  auditing
standards,  Government Auditing Standards,  issued by the Comptroller General of
the United States and the Illinois  Housing  Development  Authority's  Financial
Reporting  and  Audit   Guidelines  for   Mortgagors  of   Multifamily   Housing
Developments.  Those  standards  require  that we plan and  perform the audit to
obtain reasonable  assurance about whether the financial  statements are free of
material  misstatement.  An audit includes examining,  on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Lancaster Heights Associates as
of December  31, 2002 and 2001 and the  results of its  operations  and its cash
flows for the years  then  ended in  conformity  with  U.S.  generally  accepted
accounting principles.

The  accompanying   financial   statements  have  been  prepared   assuming  the
Partnership  will  continue  as a going  concern.  As  discussed  in Note 3, the
Partnership has a note payable which matured in December 2000. The Partnership's
ability  to  repay  this  note  is  presently  uncertain.   This  matter  raises
substantial  doubt  about  the  Partnership's  ability  to  continue  as a going
concern.  Management's  plans in regard to this matter are  discussed in Note 3.
The financial  statements do not include any adjustments  that might result from
the outcome of this uncertainty.

In  accordance  with  Government  Auditing   Standards,   the  Illinois  Housing
Development  Authority's Financial Reporting and Audit Guidelines for Mortgagors
of Multifamily Housing  Developments and the Consolidated Audit Guide for Audits
of HUD Programs issued by the U.S.  Department of Housing and Urban Development,
we have also issued a report dated February 6, 2003 on our  consideration of the
Partnership's  internal  control  and  reports  dated  February  6,  2003 on its
compliance  with laws and  regulations,  compliance  with specific  requirements
applicable  to major  IHDA/HUD-assisted  programs and  compliance  with specific
requirements applicable to fair housing and nondiscrimination. Those reports are
an integral part of an audit performed in accordance  with  Government  Auditing
Standards and should be read in conjunction  with this report in considering the
results of our audit.

Our audits were conducted for the purpose of forming an opinion on the financial
statements  taken as a whole. The  accompanying  2002 additional  financial data
(shown on pages 13 through  18) are  presented  for the  purpose  of  additional
analysis  and  are  not a  required  part  of the  financial  statements  of the
Partnership.  Such  information  has been  subjected to the auditing  procedures
applied in the audit of the 2002 financial  statements  and, in our opinion,  is
fairly stated in all material  respects in relation to the financial  statements
taken as a whole.

/s/Altschuler, Melvoin and Glasser LLP

Los Angeles, California
February 6, 2003



<PAGE>


Exhibit 99.6

       Independent Auditors Report

To the Partners
Oshtemo Limited Dividend Housing Association
4275 Five Oaks Drive
Lansing, Michigan 48911

We have  audited the  accompanying  balance  sheet of Oshtemo  Limited  Dividend
Housing Association (a Michigan limited partnership),  MSHDA Development No. 544
as of December 31, 2002, and the related  statements of profit and loss, changes
in accumulated  earnings and cash flows for the year then ended. These financial
statements  are  the  responsibility  of  the  Partnership's   management.   Our
responsibility is to express an opinion on the financial statements based on our
audit.

We conducted our audit in accordance with auditing standards  generally accepted
in  the  United  States  and  Government  Auditing  Standards,   issued  by  the
Comptroller  General of the United States of America.  Those  standards  require
that we plan and perform the audit to obtain reasonable  assurance about whether
the financial  statements are free of material  misstatement.  An audit includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial  statements.  An audit also  includes  assessing  the  accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating the overall  financial  statement  presentation.  We believe that our
audit provides a reasonable basis or our opinion.

In our  opinion,  such  financial  statements  present  fairly,  in all material
respects,   the  financial   position  of  Oshtemo  Limited   Dividend   Housing
Association,  MSHDA No. 544 as of  December  31,  2002,  and the  results of its
operations,  the  changes in its  cumulative  income and cash flows for the year
then ended, in conformity with accounting  principles  generally accepted in the
United States or America.

Our audit was  conducted  for the  purpose  of  forming  an opinion of the basic
financial  statements  taken as a whole.  The additional  information of Oshtemo
Limited  Dividend  Housing  Association  MSHDA  No.  544  on  pages  13 to 15 is
presented for the purpose of  additional  analysis and is not a required part of
the  basic   financial   statements.   This   additional   information   is  the
responsibility  of the  Partnership's  management.  Such  information  has  been
subjected to the auditing procedures applied in the audit of the basic financial
statements and, in our opinion, is fairly stated in all material respects to the
basic financial statements taken as a whole.

The data on page 15, for the years 1983  through 2000 was not audited by us, and
accordingly  we do not  express an opinion on such data.  The data for the years
1990 through 2000 was audited by other auditors whose report,  dated January 29,
2001, stated that such information was fairly stated, in all material  respects,
in relation to the basic financial statements taken as a whole. The data for the
years 1983 through 1989 was audited by other auditors who have ceased operations
and whose  report,  dated  January 24, 1990,  stated that such  information  was
fairly  stated,  in all material  respects,  in relation to the basic  financial
statements taken as a whole.

In accordance with Government Auditing  Standards,  we have also issued a report
dated  January  29,  2003 on our  consideration  of the  Partnership's  internal
control structure and on its compliance with laws and regulations.



                                              /s/ Follmer Rudzewicz, PLC


January 29, 2003

<PAGE>


Exhibit 99.7


       Independent Auditors Report

The Partners
Plaza Village Group
(a Limited Partnership)
Woonsocket, Rhode Island

We have audited the accompanying balance sheet of Plaza Village Group (a Limited
Partnership),  Project No.  016-44076-LDT-SUP,  as of December 31, 2002, and the
related statements of loss, partners' equity deficit and cash flows for the year
then  ended.   These  financial   statements  are  the   responsibility  of  the
Partnership's  management.  Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with auditing standards  generally accepted
in the United States and the standards  applicable to financial audits contained
in  Government  Auditing  Standards,  issued by the  Comptroller  General of the
United  States.  Those  standards  require that we plan and perform the audit to
obtain reasonable  assurance about whether the financial  statements are free of
material  misstatement.  An audit includes examining,  on a test basis, evidence
supporting the mounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant estimates made
by  management,   as  well  as  evaluating  the  overall   financial   statement
presentation.  We  believe  that our audit  provides a  reasonable  basis or our
opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of Plaza Village Group (a Limited
Partnership) as of December 31, 2002, and the results of its operations, changes
in  partners'  equity  deficit  and cash  flows  for the  year  then  ended,  in
accordance with accounting principles generally accepted in the United States.

In accordance with Government  Auditing  Standards,  we have also issued reports
dated  January  27,  2003 on our  consideration  of the  Partnership's  internal
control and on our tests of its  compliance  with  certain  provisions  of laws,
regulations,  contracts,  and grants.  Those  reports are an integral part of an
audit performed in accordance with Government  Auditing  Standards and should be
read in conjunction with this report in considering the results of our audit.


                            /s/ Lefkowitz, Garfinkel, Champi, & DeRienzo, PC



January 27, 2003