UNITED STATES
                       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, 2004

[ ]   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.  $1,000

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, 2004. 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

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.  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;  litigation,  including  costs  associated  with  prosecuting  and
defending  claims  and  any  adverse   outcomes,   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 (collectively, the
"General  Partners").  NAPICO  is  a  subsidiary  of  Apartment  Investment  and
Management  Company  ("AIMCO"),  a publicly traded real estate investment trust.
The business of the Partnership is conducted  primarily by its General  Partners
as  Housing  Programs  Limited  and 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.

The  Partnership  holds  limited  partnership  interests  in four local  limited
partnerships  (the "Local  Limited  Partnerships")  as of December 31, 2004. The
Partnership  surrendered  its interest in one Local Limited  Partnership in 2001
and the properties in three of the Local Limited Partnerships were sold in 2003.
The remaining Local Limited Partnerships' general partners are unaffiliated with
the  Partnership.  Each of the  Local  Limited  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 Local Limited  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.


<PAGE>



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 the 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.



<PAGE>




During 2004,  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, 2004, of the projects owned by the Local Limited  Partnerships  in which the
Partnership has invested.

           SCHEDULE OF PROJECTS OWNED BY LOCAL LIMITED PARTNERSHIPS
             IN WHICH HOUSING PROGRAMS LIMITED HAS AN INVESTMENT
                                DECEMBER 31, 2004
<TABLE>
<CAPTION>

                                 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
                                                                 2004          2003


<S>                     <C>                       <C>             <C>           <C>
Cloverdale              100         (A)           100             95%           95%
  Crawfordsville, IN

Evergreen               330         --            330             96%           99%
  Oshtemo, MI

Jenny Lind Hall          78         (B)            78             98%           95%
  Springfield, MO

Plaza Village           228         (A)           228             96%           97%
  Woonsocket, RI

     TOTAL              736                       736

</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, 2004.
<TABLE>
<CAPTION>

                                          HPL          Original Cost
                                      Percentage       of Ownership       Mortgage
           Partnership                 Interest          Interests          Notes
                                                              (in thousands)
<S>                                       <C>              <C>              <C>
Cloverdale                                99%              $ 456            $ 652
Oshtemo                                   99%                 967           13,048
Jenny Lind Hall                           99%               2,675            1,243
Plaza Village                             99%               1,338            2,479
</TABLE>



<PAGE>



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.  Description  of  Business"  for the  real  estate  owned  by the
Partnership  through  the  ownership  of limited  partnership  interest in Local
Limited Partnerships.

ITEM 3.     LEGAL PROCEEDINGS

The  Corporate  General  Partner is involved in various  lawsuits  arising  from
transactions  in the ordinary  course of business.  In the opinion of management
and the Corporate  General  Partner,  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, 2004.



<PAGE>


                                    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 2,521 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 Local 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.

The Corporate  General  Partner  monitors  developments in the area of legal and
regulatory  compliance.  For example, 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.

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.

As of December 31, 2004, and 2003, the Partnership has cash and cash equivalents
of approximately  $284,000 and $226,000,  respectively.  The Partnership  earned
approximately $1,000 and $11,000 in interest income for the years ended December
31,  2004 and 2003,  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  increased  approximately  $58,000 for the year ended
December 31, 2004 from the Partnership's  previous year end due to cash provided
by operating activities.

Two of the  Partnership's  investments,  Oshtemo  and  Plaza  Village,  involved
purchases of partnership  interests in Local Limited  Partnerships from partners
who subsequently  withdrew from the Local Limited  Partnership.  The Partnership
issued  non-recourse  notes  payable  totaling  $4,600,000 to the sellers of the
partnership interests,  such notes bearing interest at 9.5% per annum. 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.


<PAGE>



During the year  ended  December  31,  2003,  Oshtemo  refinanced  the  mortgage
encumbering its investment  property.  The distribution from Oshtemo relating to
the  refinancing  of  approximately  $6,765,000  was recognized as income in the
accompanying  statements  of  operations  because the  Partnership's  investment
balance  had  been  reduced  to  zero.   Pursuant  to  the  agreement  with  the
noteholders,  approximately $6,615,000 of the proceeds were sent to a trustee in
order  to  satisfy  in  full  the  principal  of  approximately  $2,600,000  and
approximately  $4,015,000 of accrued interest. The trustee distributed the funds
directly  to  the  noteholders.  The  Partnership  also  recognized  a  gain  on
extinguishment  of debt of  approximately  $102,000  due to the write off of the
remaining accrued interest as it was forgiven by the noteholders.

At December  31, 2004,  the  obligation  relating to the Plaza  Village note was
$2,000,000  and accrued  interest was  approximately  $3,703,000.  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 on the Plaza  Village note and is in
default  under the terms of the note.  Management  is  attempting  to  negotiate
extensions  of the maturity date on the note payable.  If the  negotiations  are
unsuccessful,  the  Partnership  could lose its  investment in the Local Limited
Partnership,  Plaza  Village  Group,  to  foreclosure.  The  investment in Plaza
Village is zero at December 31, 2004.

One of the Local Limited Partnerships,  Cloverdale Heights Apartments, Ltd., has
outstanding  purchase money notes and accrued  interest that matured in December
2000. In addition,  a second Local Limited  Partnership,  Jenny Lind Hall Second
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, 2004.

In  October  2003,  the  property  in  one of the  Local  Limited  Partnerships,
Lancaster Heights Associates,  was sold to a third party. Proceeds from the sale
were used to satisfy  the  purchase  money note and  accrued  interest  that had
matured in December 2000. An affiliate of the Corporate General Partner received
approximately  $1,645,000  in  payment  of  their  interest  in the  notes.  The
remaining  proceeds from the sale were distributed and the Partnership  received
approximately  $1,400,000  which was recognized as  distributions  recognized as
income  because  the   Partnership's   investment  had  been  reduced  to  zero.
Approximately $1,375,000 of the proceeds was used to pay accrued management fees
due to an affiliate of the Corporate  General  Partner during the fourth quarter
of 2003. The Partnership received a final distribution of approximately $399,000
during the year ended December 31, 2004,  which was recognized as  distributions
recognized as income.

In  October  2003,  the  property  in  one of the  Local  Limited  Partnerships,
Cloverleaf  Apartments  Ltd., was sold to a third party.  Proceeds from the sale
were used to satisfy  the  purchase  money note and  accrued  interest  that had
matured in December 2000. The remaining  proceeds from the sale were distributed
and the Partnership received approximately  $120,000. This amount was recognized
as distributions  recognized as income because the Partnership's  investment had
been reduced to zero.

In November  2003, the property in one of the Local Limited  Partnerships,  Cape
LaCroix Apartments Ltd., was sold to a third party.  Proceeds from the sale were
used to satisfy the purchase money note and accrued interest that had matured in
December 2000.  The remaining  proceeds from the sale were  distributed  and the
Partnership  received  approximately  $143,000.  This amount was  recognized  as
distributions recognized as income because the Partnership's investment had been
reduced to zero.

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, 2004,  the  Partnership  has  investments  in four 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,  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.  During the
years ended December 31, 2004 and 2003, the Partnership  received  approximately
$399,000 and  $8,483,000,  respectively,  in  distributions  from Local  Limited
Partnerships  that were  recognized as income.  (See previous  discussion on the
refinancing at Oshtemo and the sales of Lancaster Heights,  Cloverleaf, and Cape
LaCroix.) 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.

Partnership  revenues consist  primarily of interest income earned on investment
of funds.  The Partnership  also receives  distributions  from the Local Limited
Partnerships in which it has invested.  During the years ended December 31, 2004
and 2003,  the  Partnership  received  approximately  $399,000  and  $8,428,000,
respectively,  from the  refinancing  of the  investment  property at one of the
Local Limited  Partnerships and the sales of three other investment  properties,
as previously  discussed.  In addition,  the Partnership received  approximately
$55,000 from the  operations of the Local Limited  Partnerships  during the year
ended  December 31, 2003.  These amounts were  recognized as income  because the
Partnership had no remaining basis in these investments.

Except for investing cash in money market funds, the  Partnership's  investments
consist   entirely  of   interests   in  Local   Limited   Partnerships   owning
government-assisted  housing  projects.  Available  cash not  invested  in Local
Limited Partnerships is invested in these money market funds to provide interest
income  as  reflected  in the  statements  of  operations.  These  funds  can be
converted to cash to meet obligations as they arise. The Partnership  intends to
continue investing available funds in this manner.

An annual  management fee is payable to the general  partners of the Partnership
and is  calculated  at 0.5 percent of the  Partnership's  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  $148,000 and $199,000 for the years ended December 31,
2004 and 2003.  These  fees  decreased  for 2004 due to the  sales of  Lancaster
Heights, Cape LaCroix and Cloverleaf in 2003.

In accordance with the Partnership Agreement,  the Corporate General Partner has
advanced  the  Partnership  funds to  assist  in  paying  for  normal  operating
expenses.  These  advances do not accrue  interest.  At December 31,  2004,  the
Corporate General Partner had advanced approximately $101,000 for such purposes.

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
$99,000  and  $85,000  for  the  years  ended   December   31,  2004  and  2003,
respectively. General and administrative expenses were approximately $31,000 and
$56,000 for the years ended December 31, 2004 and 2003, respectively.  Legal and
accounting  fees increased due to an increase in legal expenses  associated with
the preparation of consent  solicitations.  General and  administrative  expense
decreased  due  to  a  decrease  in  administrative   expenses  charged  to  the
Partnership.  Interest expense was  approximately  $191,000 and $304,000 for the
years ended December 31, 2004 and 2003,  respectively.  The decrease in interest
expense was due to the payoff of the note for Evergreen in 2003.

Total revenues from  continuing  operations  for the Local Limited  Partnerships
were  approximately  $5,120,000  and $4,866,000 for the years ended December 31,
2004 and 2003, respectively.

Total expenses from  continuing  operations  for the Local Limited  Partnerships
were  approximately  $5,854,000 and $12,789,000 for the years ended December 31,
2004 and 2003, respectively.

The total  net loss for the  Local  Limited  Partnerships  for the  years  ended
December  31,  2004  and  2003  was   approximately   $734,000  and  $8,042,000,
respectively.  The  losses  allocated  to  the  Partnership  were  approximately
$727,000 and $7,962,000 for 2004 and 2003, 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  Local  Limited  Partnerships  was
approximately $17,866,000 as of December 31, 2004.

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.

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

As of December 31, 2004,  the  Partnership  adopted FASB  Interpretation  No. 46
"Consolidation  of  Variable  Interest  Entities"  (or "FIN 46") and applied its
requirements to all local limited  partnerships in which the Partnership  held a
variable interest. FIN 46 addresses the consolidation by business enterprises of
variable interest entities. Generally, a variable interest entity, or VIE, is an
entity with one or more of the following  characteristics:  (a) the total equity
investment  at risk is not  sufficient  to  permit  the  entity to  finance  its
activities without additional subordinated financial support; (b) as a group the
holders of the equity  investment at risk lack (i) the ability to make decisions
about  an  entity's  activities  through  voting  or  similar  rights,  (ii) the
obligation  to absorb the expected  losses of the entity,  or (iii) the right to
receive the expected residual returns of the entity; or (c) the equity investors
have voting rights that are not  proportional  to their  economic  interests and
substantially all of the entity's activities either involve, or are conducted on
behalf of, an investor that has  disproportionately  few voting  rights.  FIN 46
requires a VIE to be consolidated in the financial statements of the entity that
is determined to be the primary  beneficiary of the VIE. The primary beneficiary
generally  is the  entity  that will  receive a majority  of the VIE's  expected
losses, receive a majority of the VIE's expected residual returns, or both.

Upon adoption of FIN 46, the Partnership  determined it held variable  interests
in four VIE's for which the Partnership was not the primary  beneficiary.  Those
four  VIE's  consist  of local  limited  partnerships  in which the  Partnership
acquired an interest  prior to the adoption of FIN 46 that are directly  engaged
in the ownership and management of four apartment properties with a total of 736
units. The Partnership is involved with those VIE's as a non-controlling limited
partner equity holder. The Partnership's maximum exposure to loss as a result of
its  involvement  with the  unconsolidated  VIE is limited to the  Partnership's
recorded  investments  in and  receivables  from  this  VIE,  which  was zero at
December 31, 2004. The  Partnership  may be subject to additional  losses to the
extent of any financial support that the Partnership voluntarily provides in the
future.

Critical Accounting Policies and Estimates

A summary of the Partnership's  significant  accounting  policies is included in
"Note 1 -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 1 - 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 Independent Registered Public Accounting Firm

Balance Sheet - December 31, 2004.

Statements of Operations - Years ended December 31, 2004 and 2003.

Statements of Partners' Deficit - Years ended December 31, 2004 and 2003.

Statements of Cash Flows - Years ended December 31, 2004 and 2003.

Notes to financial statements.



<PAGE>


           Report of Independent Registered Public Accounting Firm



The Partners
Housing Programs Limited

We have audited the accompanying balance sheet of Housing Programs Limited as of
December 31, 2004, and the related  statements of operations,  partners' deficit
and cash flows for each of the two years in the period ended  December 31, 2004.
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 the standards of the Public  Company
Accounting Oversight Board (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.  We were not engaged to perform an
audit of the Partnership's internal control over financial reporting.  Our audit
included  consideration of internal control over financial  reporting as a basis
for designing audit  procedures that are appropriate in the  circumstances,  but
not for the  purpose  of  expressing  an  opinion  on the  effectiveness  of the
Partnership's internal control over financial reporting. Accordingly, we express
no such opinion.  An audit also includes  examining,  on a test basis,  evidence
supporting the amounts and  disclosures in the financial  statements,  assessing
the accounting principles used and significant estimates made by management, and
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 Housing Programs Limited as of
December 31, 2004, and the results of its operations and its cash flows for each
of the two years in the  period  ended  December  31,  2004 in  conformity  with
accounting principles generally accepted in the United States.



                                                          /s/Ernst & Young LLP


Greenville, South Carolina
April 7, 2005


<PAGE>





                            HOUSING PROGRAMS LIMITED
                       (a California limited partnership)

                                  BALANCE SHEET
                                 (in thousands)

                                DECEMBER 31, 2004



                             ASSETS

Investments in local limited partnerships (Note 2)                       $ --
Cash and cash equivalents                                                   284

            Total assets                                                 $ 284

               LIABILITIES AND PARTNERS' DEFICIT

Liabilities:
   Note payable in default (Note 3)                                     $ 2,000
   Accrued interest payable in default (Note 3)                           3,703
   Accounts payable                                                          33
   Advances due to affiliates (Note 4)                                      101

                                                                           5,837
Partners' deficit:
   General partners                                                        (306)
   Limited partners                                                      (5,247)

                                                                         (5,553)

            Total liabilities and partners' deficit                      $ 284

       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,
                                                           2004            2003

INTEREST INCOME                                            $ 1             $ 11

OPERATING EXPENSES:
  Management fees - partners (Note 4)                        148             199
  General and administrative (Note 4)                         31              56
  Legal and accounting                                        99              85
  Interest                                                   191             304
        Total operating expenses                             469             644

Loss from partnership operations                            (468)          (633)
Gain on extinguishment of debt (Note 3)                       --             102
Distributions from local limited partnerships
  recognized as income (Note 2)                              399           8,483

Net (loss) income (Note 6)                                $ (69)         $ 7,952

Net (loss) income to general partners (1%)                 $ (1)           $ 80
Net (loss) income to limited partners (99%)                  (68)          7,872

                                                          $ (69)         $ 7,952
Net (loss) income per limited partnership interest
  (Note 1)                                               $ (5.55)        $636.48

       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, 2002                     $(385)         $(13,051)     $(13,436)

 Net income, 2003                                  80             7,872         7,952

 DEFICIT, December 31, 2003                      (305)           (5,179)       (5,484)

 Net loss, 2004                                    (1)              (68)          (69)

 DEFICIT, December 31, 2004                     $(306)         $ (5,247)     $ (5,553)

 Percentage interest at December 31, 2004           1%               99%          100%
                                                                                (A)
</TABLE>

Consists  of 12,250  partnership  interests  at  December  31,  2004 and  12,260
partnership  interests at December 31, 2003. During the years ended December 31,
2004 and 2003, 10 and 108 interests were abandoned, respectively (Note 5).


       The accompanying notes are an integral part of these statements.



<PAGE>


                            HOUSING PROGRAMS LIMITED
                       (a California limited partnership)

                            STATEMENTS OF CASH FLOWS
                                 (in thousands)


<TABLE>
<CAPTION>

                                                                    Years Ended December 31,
                                                                      2004            2003
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                  <C>            <C>
  Net (loss) income                                                  $ (69)         $ 7,952
  Adjustments to reconcile net (loss) income to net cash
   provided by operating activities:
     Distributions from local limited partnerships                       --          (6,615)
     Gain on extinguishment of debt                                      --            (102)
     Increase (decrease) in:
      Accrued interest payable                                          191             304
      Accounts payable and accrued expenses                              23            (138)
      Accrued fees due to affiliates                                    (87)         (1,180)
         Net cash provided by operating activities                       58             221

NET INCREASE IN CASH AND CASH EQUIVALENTS                                58             221
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR                            226               5

CASH AND CASH EQUIVALENTS, END OF YEAR                               $ 284           $ 226

SUPPLEMENTAL DISCLOSURE OF NON-CASH INFORMATION:

In  2003,   distribution  of  proceeds  from  a  local  limited  partnership  of
approximately  $6,615,000  were sent directly to a trustee which,  in turn, paid
the proceeds  directly to the  noteholders in  satisfaction of the principal and
accrued interest on the notes. (See "Note 3 - Note Payable".)

       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, 2004


NOTE 1 - 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"),  Housing Programs Corporation II and National Partnership  Investment
Associates  (collectively,  the "General  Partners").  NAPICO is a subsidiary of
Apartment  Investment and Management Company  ("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 Local Limited Partnerships

The  investments in local limited  partnerships  are accounted for on the equity
method.  Acquisition,  selection fees 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) Income Per Limited Partnership Interest

Net (loss) income per limited partnership  interest was computed by dividing the
limited  partners'  share  of  net  (loss)  income  by  the  number  of  limited
partnership  interests  outstanding  at the beginning of the year. The number of
limited  partnership  interests  was 12,250 at  December  31, 2004 and 12,260 at
December 31, 2003.

Cash and Cash Equivalents

Cash and cash  equivalents  include 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  $284,000 at  December  31, 2004 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, 2004 and
2003, 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 note payable and 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

As of December 31, 2004,  the  Partnership  adopted FASB  Interpretation  No. 46
"Consolidation  of  Variable  Interest  Entities"  (or "FIN 46") and applied its
requirements to all local limited  partnerships in which the Partnership  held a
variable interest. FIN 46 addresses the consolidation by business enterprises of
variable interest entities. Generally, a variable interest entity, or VIE, is an
entity with one or more of the following  characteristics:  (a) the total equity
investment  at risk is not  sufficient  to  permit  the  entity to  finance  its
activities without additional subordinated financial support; (b) as a group the
holders of the equity  investment at risk lack (i) the ability to make decisions
about  an  entity's  activities  through  voting  or  similar  rights,  (ii) the
obligation  to absorb the expected  losses of the entity,  or (iii) the right to
receive the expected residual returns of the entity; or (c) the equity investors
have voting rights that are not  proportional  to their  economic  interests and
substantially all of the entity's activities either involve, or are conducted on
behalf of, an investor that has  disproportionately  few voting  rights.  FIN 46
requires a VIE to be consolidated in the financial statements of the entity that
is determined to be the primary  beneficiary of the VIE. The primary beneficiary
generally  is the  entity  that will  receive a majority  of the VIE's  expected
losses, receive a majority of the VIE's expected residual returns, or both.

Upon adoption of FIN 46, the Partnership  determined it held variable  interests
in four VIE's for which the Partnership was not the primary  beneficiary.  Those
four  VIE's  consist  of local  limited  partnerships  in which the  Partnership
acquired an interest  prior to the adoption of FIN 46 that are directly  engaged
in the ownership and management of four apartment properties with a total of 736
units. The Partnership is involved with those VIE's as a non-controlling limited
partner equity holder. The Partnership's maximum exposure to loss as a result of
its  involvement  with the  unconsolidated  VIE is limited to the  Partnership's
recorded  investments  in and  receivables  from  this  VIE,  which  was zero at
December 31, 2004. The  Partnership  may be subject to additional  losses to the
extent of any financial support that the Partnership voluntarily provides in the
future.

NOTE 2 - INVESTMENTS IN AND ADVANCES TO LOCAL LIMITED PARTNERSHIPS

As of December 31, 2004, the Partnership holds limited partnership  interests in
four local limited  partnerships (the "Local Limited  Partnerships").  The Local
Limited  Partnerships  own residential low income rental projects  consisting of
736  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 1 - 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, 2004.

The  difference  between the investment  per the  accompanying  balance sheet at
December  31,  2004,  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.

One of the Local Limited Partnerships,  Cloverdale Heights Apartments, Ltd., has
outstanding  purchase money notes and accrued  interest that matured in December
2000. In addition,  a second Local Limited  Partnership,  Jenny Lind Hall Second
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, 2004.

The  Partnership's  value of its  investments  and its equity in the income/loss
and/or  distributions from the Local Limited Partnerships are, for certain Local
Limited  Partnerships,  individually,  not  material  to the  overall  financial
position  of the  Partnership.  The  financial  information  from the  unaudited
condensed  combined financial  statements of such Local Limited  Partnerships at
December  31,  2004 and for each of the two years in the  periods  then ended is
presented  below. The  Partnership's  value of its investment in Oshtemo Limited
Dividend Housing  Associates  ("Oshtemo") is material to its financial  position
and the amounts included below for Oshtemo are included on an audited basis.

          Condensed Combined Balance Sheet of the Local Limited Partnerships
                                    (in thousands)
<TABLE>
<CAPTION>
                                                      December 31, 2004
Assets                                   Unaudited       Oshtemo           Total
<S>                                        <C>            <C>             <C>
  Land                                     $ 513          $ 617           $ 1,130
  Building and improvements, net of
    Accumulated depreciation                 1,400          6,261           7,661
  Other assets                               2,525          4,184           6,709
Total assets                              $ 4,438        $ 11,062        $ 15,500

Liabilities and Partners Deficit:
Liabilities:
  Mortgage notes payable                  $ 4,374        $ 13,048        $ 17,422
  Notes payable                              3,307             --           3,307
  Accrued interest on notes payable          3,276             --           3,276
  Other liabilities                            397            496             893
                                            11,354         13,544          24,898
Partners' deficit
  General partners                            (131)           (46)           (177)
  Limited partners                          (6,785)        (2,436)         (9,221)
                                            (6,916)        (2,482)         (9,398)

Total    liabilities   and   partners'    $ 4,438        $ 11,062        $ 15,500
deficit
</TABLE>

<TABLE>
<CAPTION>

        Condensed Combined Results of Operations of the Local Limited Partnerships
                                      (in thousands)
                                2004       2004     2004       2003       2003      2003
Revenues:                    (Unaudited) Oshtemo    Total   (Unaudited)  Oshtemo    Total
<S>                            <C>       <C>       <C>        <C>        <C>       <C>
  Rental income                $ 2,485   $ 2,297   $ 4,782    $ 2,034    $ 2,304   $ 4,338
  Other income                      87       251       338         76        452       528
    Total revenues               2,572     2,548     5,120      2,110      2,756     4,866

Expenses:
  Operating expenses             1,655     1,295     2,950      1,788      1,342     3,130
  Financial expenses               285       806     1,091         53        717       770
  Interest on notes payable        757        --       757        647         --       647
  Depreciation                     410       646     1,056        479        648     1,127
  Loss  on   refinancing  of        --        --        --         --      7,115     7,115
       debt
    Total expenses               3,107     2,747     5,854      2,967      9,822    12,789

Loss     from     continuing      (535)     (199)     (734)      (857)    (7,066)   (7,923)
operations
Loss from discontinued
  operations                        --        --        --       (119)        --      (119)
Net loss                       $ (535)    $  (199) $ (734)    $ (976)    $(7,066)  $(8,042)
</TABLE>

In accordance with Statement of Financial Accounting Standards ("SFAS") No. 144,
the combined  results of operations for the year ended December 31, 2003 reflect
the  operations of Lancaster  Heights,  Cape LaCroix and Cloverleaf as loss from
discontinued operations as these properties were sold in 2003.

In  October  2003,  the  property  in  one of the  Local  Limited  Partnerships,
Lancaster Heights Associates,  was sold to a third party. Proceeds from the sale
were used to satisfy  the  purchase  money note and  accrued  interest  that had
matured in December 2000. An affiliate of the Corporate General Partner received
approximately  $1,645,000  in  payment  of  their  interest  in the  notes.  The
remaining  proceeds from the sale were distributed and the Partnership  received
approximately  $1,400,000  which was recognized as  distributions  recognized as
income  because  the   Partnership's   investment  had  been  reduced  to  zero.
Approximately $1,375,000 of the proceeds was used to pay accrued management fees
due to an affiliate of the Corporate  General  Partner during the fourth quarter
of 2003. The Partnership received a final distribution of approximately $377,000
during the year ended December 31, 2004,  which was recognized as  distributions
recognized as income.

In  October  2003,  the  property  in  one of the  Local  Limited  Partnerships,
Cloverleaf  Apartments  Ltd., was sold to a third party.  Proceeds from the sale
were used to satisfy  the  purchase  money note and  accrued  interest  that had
matured in December 2000. The remaining  proceeds from the sale were distributed
and the Partnership received approximately  $120,000. This amount was recognized
as distributions  recognized as income because the Partnership's  investment had
been reduced to zero.

In November  2003, the property in one of the Local Limited  Partnerships,  Cape
LaCroix Apartments Ltd., was sold to a third party.  Proceeds from the sale were
used to satisfy the purchase money note and accrued interest that had matured in
December 2000.  The remaining  proceeds from the sale were  distributed  and the
Partnership  received  approximately  $143,000.  This amount was  recognized  as
distributions recognized as income because the Partnership's investment had been
reduced to zero.

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.

NAPICO is the  general  partner  in one of the  Local  Limited  Partnerships  at
December 31, 2004.  Another affiliate served as the property manager for one and
two of the Local Limited Partnerships' properties, receiving property management
fees of approximately $30,000 and $83,000 for 2004 and 2003, respectively.

NOTE 3 - NOTE PAYABLE

Two of the  Partnership's  investments,  Oshtemo  and  Plaza  Village,  involved
purchases of partnership  interests in Local Limited  Partnerships from partners
who subsequently  withdrew from the Local Limited  Partnership.  The Partnership
issued  non-recourse  notes  payable  totaling  $4,600,000 to the sellers of the
partnership interests,  such notes bearing interest at 9.5% per annum. 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.

During the year  ended  December  31,  2003,  Oshtemo  refinanced  the  mortgage
encumbering its investment  property.  The distribution from Oshtemo relating to
the  refinancing  of  approximately  $6,765,000  was recognized as income in the
accompanying  statements  of  operations  because the  Partnership's  investment
balance  had  been  reduced  to  zero.   Pursuant  to  the  agreement  with  the
noteholders,  approximately $6,615,000 of the proceeds were sent to a trustee in
order  to  satisfy  in  full  the  principal  of  approximately  $2,600,000  and
approximately  $4,015,000 of accrued interest. The trustee distributed the funds
directly  to  the  noteholders.  The  Partnership  also  recognized  a  gain  on
extinguishment  of debt of  approximately  $102,000  due to the write off of the
remaining accrued interest as it was forgiven by the noteholders.

At December  31, 2004,  the  obligation  relating to the Plaza  Village note was
$2,000,000  and accrued  interest was  approximately  $3,703,000.  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 on the Plaza  Village note and is in
default  under the terms of the note.  Management  is  attempting  to  negotiate
extensions  of the maturity date on the note payable.  If the  negotiations  are
unsuccessful,  the  Partnership  could lose its  investment in the Local Limited
Partnership,  Plaza  Village  Group,  to  foreclosure.  The  investment in Plaza
Village was zero at December 31, 2004.

NOTE 4 - TRANSACTIONS WITH AFFILIATED PARTIES

Under  the  terms of the  Restated  Certificate  and  Agreement  of the  Limited
Partnership,  the  Partnership  is obligated  to pay to the general  partners an
annual asset management fee equal to 0.5% of the original 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, 2004 and 2003,
approximately $148,000 and $199,000 has been expensed, respectively.

The Partnership  reimburses  NAPICO for certain  expenses.  The reimbursement to
NAPICO was approximately  $19,000 for both the years ended December 31, 2004 and
2003 and is included in general and administrative expenses.

In accordance with the Partnership Agreement,  the Corporate General Partner may
advance the Partnership funds to assist in paying for normal operating expenses.
These  advances do not accrue  interest.  As of December 31, 2004, the Corporate
General Partner had advanced approximately $101,000 for such purposes.

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.

NOTE 5 - ABANDONMENT OF LIMITED PARTNERSHIP INTERESTS

During  the years  ended  December  31,  2004 and 2003,  the  number of  Limited
Partnership  Interests decreased by 10 and 108 interests,  respectively,  due to
limited  partners  abandoning  their  units.  In  abandoning  his or her Limited
Partnership  Interest(s),  a limited partner  relinquishes all right, title, and
interest in the Partnership as of the date of abandonment.  However, the limited
partner is allocated  his or her share of net income or loss for that year.  The
income or loss per Limited Partnership  Interest in the accompanying  statements
of operations is calculated based on the number of interests  outstanding at the
beginning of the year.

NOTE 6 - 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,
                                                         2004             2003
                                                             (in thousands)
Net (loss) income per financial statements               $ (69)         $ 7,952
Other                                                       245            (999)
Partnership's share of Local Limited
  Partnership                                               476          (2,264)
Income (loss) per tax return                             $ 652          $ 4,689
Income (loss) per limited partnership interest          $ 52.69         $361.60

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

                                                   December 31, 2004
                                                     (in thousands)

      Net deficit as reported                           $ (5,553)

      (Deduct) add:
        Investment in Partnerships                       (14,415)
         Deferred Offering                                 9,843
        Other                                                (66)

      Net deficit - federal tax basis                   $(10,191)

NOTE  7  -  REAL  ESTATE  AND   ACCUMULATED   DEPRECIATION  OF  LOCAL  LIMITED
         PARTNERSHIPS IN WHICH THE PARTNERSHIP HAS INVESTED

(1)   Schedule of Encumbrances  (all amounts  unaudited except for those amounts
      relative to Oshtemo - see Note 2) (in thousands):

<TABLE>
<CAPTION>

                                                          Notes
                                                       Payable and
                                      Mortgage           Accrued
Partnership Name                       Notes            Interest           Total

<S>                                    <C>               <C>              <C>
Cloverdale                             $ 652             $ 2,467          $ 3,119
Oshtemo                                13,048                 --           13,048
Jenny Lind Hall                         1,243              4,116            5,359
Plaza Village                           2,479                 --            2,479
Total                                 $17,422            $ 6,583          $24,005
</TABLE>

(2)   Schedule of Investment  Properties (all amounts unaudited except for those
      amounts relative to Oshtemo - see Note 2) (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>
Cloverdale             $ 652     $ 100    $ 2,052   $ 2,152    $ (1,416)      1972
Oshtemo                13,048       617    16,967    17,584     (10,707)      1978
Jenny Lind Hall         1,243        32     1,014     1,046        (422)      1977
Plaza Village           2,479       381     7,200     7,581      (7,027)      1975
Total                 $17,422   $ 1,130   $27,233   $28,363    $(19,572)
</TABLE>

(3)   Reconciliation  of real estate and  accumulated  depreciation(all  amounts
      unaudited except for those amounts relative to Oshtemo - see Note 2):
<TABLE>
<CAPTION>

                                             Years Ended December 31,
                               2004      2004      2004       2003     2003     2003
                            (Unaudited) Oshtemo    Total   (Unaudited)Oshtemo   Total
Real estate:
<S>                          <C>        <C>       <C>       <C>       <C>      <C>
Balance  at   beginning  of  $11,357    $16,871   $28,228   $21,064   $17,300  $38,364
year
 Improvements   during  the       39        114       153       261       188      449
 year
 Disposal of property             --        (18)      (18)  (10 585)       --  (10,585)
Balance at end of year       $11,396    $16,967   $28,363   $10,740   $17,488  $28,228
</TABLE>

<TABLE>
<CAPTION>

                                            Years Ended December 31,
                             2004       2004      2004       2003      2003     2003
                          (Unaudited)  Oshtemo    Total   (Unaudited)Oshtemo   Total
Accumulated depreciation:
 Balance at beginning
<S>                         <C>        <C>       <C>       <C>       <C>      <C>
   of year                  $ 8,458    $10,071   $18,529   $13,739   $ 9,423  $23,162
 Depreciation expense
for the year                    410        646     1,056       772       648    1,420
 Disposal of property            (3)       (10)      (13)   (6,053)       --   (6,053)

Balance at end of year      $ 8,865    $10,707   $19,572   $ 8,458   $10,071  $18,529
</TABLE>

NOTE 8 - CONTINGENCIES

The  Corporate  General  Partner is involved in various  lawsuits  arising  from
transactions  in the ordinary  course of business.  In the opinion of management
and the Corporate  General  Partner,  the claims will not result in any material
liability to the Partnership.

As  previously  disclosed,  the  Central  Regional  Office of the United  States
Securities  and  Exchange   Commission   (the  "SEC")  is  conducting  a  formal
investigation relating to certain matters.  Although the staff of the SEC is not
limited  in the  areas  that it may  investigate,  AIMCO  believes  the areas of
investigation include AIMCO's miscalculated monthly net rental income figures in
third quarter 2003,  forecasted  guidance,  accounts payable,  rent concessions,
vendor  rebates,  capitalization  of payroll and certain  other  costs,  and tax
credit  transactions.  AIMCO is cooperating  fully. AIMCO is not able to predict
when the matter  will be  resolved.  AIMCO does not  believe  that the  ultimate
outcome  will  have a  material  adverse  effect on its  consolidated  financial
condition or results of operations.  Similarly,  the Corporate  General  Partner
does not believe that the ultimate  outcome will have a material  adverse effect
on the Partnership's financial condition or results of operations.


<PAGE>





ITEM 8.     CHANGES IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS ON ACCOUNTING AND
            FINANCIAL DISCLOSURE

            None.

ITEM 8A.    CONTROLS AND PROCEDURES

(a) Disclosure Controls and Procedures.  The Partnership's management,  with the
participation of 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,  has
evaluated  the  effectiveness  of  the  Partnership's  disclosure  controls  and
procedures (as such term is defined in Rules  13a-15(e) and 15d-15(e)  under the
Securities  Exchange Act of 1934, as amended (the "Exchange Act")) as of the end
of the period covered by this report.  Based on such  evaluation,  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 concluded that, as of the
end of such period,  the  Partnership's  disclosure  controls and procedures are
effective.

(b) Internal Control Over Financial  Reporting.  There have not been any changes
in the Partnership's  internal control over financial reporting (as such term is
defined in Rules  13a-15(f)  and  15d-15(f)  under the Exchange  Act) during the
fourth quarter of 2004 that have materially  affected,  or are reasonably likely
to  materially  affect,  the  Partnership's   internal  control  over  financial
reporting.

Item 8b.    OTHER INFORMATION

            None.

                                    PART III.

ITEM 9.     DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Housing  Programs  Limited  (the  "Partnership"  or  the  "Registrant")  has  no
directors  or officers.  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 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.

Name                           Age    Position
David R. Robertson              38    President and Chief Executive
                                        Officer
Harry G. Alcock                 42    Director and Executive Vice
                                        President
Charles McKinney                53    Senior Vice President and Director
                                        of Asset Management
Jeffrey H. Sussman              39    Senior Vice President, General
                                        Counsel and Secretary
Brian H. Shuman                 42    Senior Vice President and Chief
                                        Financial Officer

David R. Robertson has been President, Chief Executive Officer and a Director of
the Corporate  General  Partner since  October 2002.  Mr.  Robertson has been an
Executive  Vice  President  of AIMCO  since  February  2002,  and was  appointed
President and Chief  Executive  Officer of AIMCO  Capital in October  2002.  Mr.
Robertson  is  responsible  for  property   operations,   asset  management  and
transaction   activities   within  AIMCO   Capital's   portfolio  of  affordable
properties,  and for  redevelopment  and  construction  activities  for both the
conventional  and  affordable  property  portfolios.  Since  February  1996, Mr.
Robertson has been Chairman and Chief Executive Officer of Robeks Corporation, a
privately held chain of specialty food stores.

Harry G. Alcock was appointed as a Director of the Corporate  General Partner in
October 2004 and was appointed Executive Vice President of the Corporate General
Partner  in  February  2004 and has been  Executive  Vice  President  and  Chief
Investment Officer of AIMCO since October 1999. Prior to October 1999 Mr. Alcock
served as a Vice President of AIMCO from July 1996 to October 1997,  when he was
promoted to Senior Vice  President  Acquisitions  where he served until  October
1999. Mr. Alcock has had responsibility for acquisition and financing activities
of AIMCO since July 1994.

Charles McKinney has been Senior Vice President and Director of Asset Management
of the  Corporate  General  Partner and AIMCO Capital since January 2003 and has
overall responsibility for monitoring the construction, lease-up, operations and
compliance  issues for all  assets  constituting  a part of  AIMCO's  affordable
portfolio.  Mr.  McKinney  joined AIMCO as Vice President of Transactions in the
Affordable  Group  in  June  2002  and  had   responsibility   for  value  added
dispositions  of  affordable  properties  in the  Western  portion of the United
States.  From  September  2000  through  May 2002,  Mr.  McKinney  was  Managing
Underwriter for Real Estate Recovery, Inc. where he was responsible for the real
estate loan underwriting and loan review for the company's  clients.  From March
1998 through August 2000, Mr.  McKinney was the Executive  Managing  Director of
American Capital Advisors, Inc. an investment banking company.

Jeffrey H. Sussman has been Senior Vice President, General Counsel and Secretary
of the Corporate  General  Partner since joining  NAPICO in 1998. Mr. Sussman is
responsible for the legal affairs of NAPICO and its affiliates. Prior to joining
NAPICO in 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 has been Senior Vice  President and Chief  Financial  Officer of
the  Corporate  General  Partner  since  joining  NAPICO in 2000.  Mr. Shuman is
responsible  for  the  financial  affairs  of  NAPICO  as  well  as the  limited
partnership  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.

The board of directors of the Corporate General Partner does not have a separate
audit  committee.  As such,  the board of  directors  of the  Corporate  General
Partner fulfills the functions of an audit committee. The board of directors has
determined that David R. Robertson meets the requirement of an "audit  committee
financial expert".

The directors and officers of the Corporate  General Partner with authority over
the Partnership are all employees of subsidiaries of AIMCO.  AIMCO has adopted a
code of ethics that applies to such  directors  and  officers  that is posted on
AIMCO's  website  (www.AIMCO.com).   AIMCO's  website  is  not  incorporated  by
reference to this filing.

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, 2004.

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 pay to the general  partners an
annual asset management fee equal to 0.5% of the original 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, 2004 and 2003,
approximately $148,000 and $199,000 has been expensed, respectively.

The Partnership  reimburses  NAPICO for certain  expenses.  The reimbursement to
NAPICO was approximately  $19,000 for both the years ended December 31, 2004 and
2003 and is included in general and administrative expenses.

In accordance with the Partnership Agreement,  the Corporate General Partner may
advance the Partnership funds to assist in paying for normal operating expenses.
These  advances do not accrue  interest.  As of December 31, 2004, the Corporate
General Partner had advanced approximately $101,000 for such purposes.

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.

ITEM 13.    EXHIBITS AND REPORTS ON FORM 8-K

            Exhibits

            See exhibit index.

ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES

The Corporate  General Partner has reappointed  Ernst & Young LLP as independent
auditors to audit the financial  statements  of the  Partnership  for 2005.  The
aggregate  fees billed for  services  rendered by Ernst & Young LLP for 2004 and
2003 are described below.

Audit Fees. Fees for audit services  totaled  approximately  $49,000 and $44,000
for 2004 and 2003,  respectively.  Fees for audit services also include fees for
the reviews of the Partnership's Quarterly Reports on Form 10-QSB.

Tax Fees.  Fees for tax services  totaled  approximately  $8,000 and $28,000 for
2004 and 2003, respectively.



<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/David R. Robertson
                                          David R. Robertson
                                          President and Chief Executive
                                          Officer


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


                                    Date: April 8, 2005


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/David R. Robertson         President, Chief Executive    Date:  April 8,2005
David R. Robertson             Officer and Director


/s/Harry G. Alcock            Director and Executive        Date:  April 8, 2005
Harry G. Alcock               Vice President


/s/Brian H. Shuman            Senior Vice President and     Date:  April 8, 2005
Brian H. Shuman                Chief Financial Officer




<PAGE>



                             HOUSING PROGRAM LIMITED
                                  EXHIBIT INDEX


 Exhibit    Description of Exhibit


   31.1     Certification  of equivalent of Chief Executive  Officer pursuant to
            Securities  Exchange  Act  Rules  13a-14(a)/15d-14(a),   as  Adopted
            Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

   31.2     Certification  of equivalent of Chief Financial  Officer pursuant to
            Securities  Exchange  Act  Rules  13a-14(a)/15d-14(a),   as  Adopted
            Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

   32.1     Certification  Pursuant  to  18  U.S.C.  Section  1350,  as  Adopted
            Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


<PAGE>



Exhibit 31.1


                                  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 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
      report;

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

4.    The  small  business  issuer's  other  certifying  officer(s)  and  I  are
      responsible  for  establishing  and  maintaining  disclosure  controls and
      procedures (as defined in Exchange Act Rules  13a-15(e) and 15d-15(e)) for
      the small business issuer and have:

      (a)   Designed such  disclosure  controls and  procedures,  or caused such
            disclosure   controls  and  procedures  to  be  designed  under  our
            supervision,  to ensure that  material  information  relating to the
            small business issuer, including its consolidated  subsidiaries,  is
            made  known to us by  others  within  those  entities,  particularly
            during the period in which this report is being prepared;

      (b)   Evaluated  the   effectiveness   of  the  small  business   issuer's
            disclosure  controls and procedures and presented in this report our
            conclusions about the  effectiveness of the disclosure  controls and
            procedures, as of the end of the period covered by this report based
            on such evaluation; and

      (c)   Disclosed in this report any change in the small  business  issuer's
            internal  control over financial  reporting that occurred during the
            small  business  issuer's  most  recent  fiscal  quarter  (the small
            business  issuer's  fourth  fiscal  quarter in the case of an annual
            report) that has  materially  affected,  or is reasonably  likely to
            materially affect, the small business issuer's internal control over
            financial reporting; and

5.    The  small  business  issuer's  other  certifying  officer(s)  and I  have
      disclosed,  based on our most recent  evaluation of internal  control over
      financial reporting, to the small business issuer's auditors and the audit
      committee of the small  business  issuer's  board of directors (or persons
      performing the equivalent functions):

      (a)   All significant  deficiencies and material  weaknesses in the design
            or operation of internal control over financial  reporting which are
            reasonably  likely to adversely  affect the small business  issuer's
            ability  to  record,   process,   summarize  and  report   financial
            information; and

      (b)   Any fraud,  whether or not  material,  that  involves  management or
            other  employees who have a significant  role in the small  business
            issuer's internal control over financial reporting.


Date:  April 8, 2005

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


<PAGE>



Exhibit 31.2


                                  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 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
      report;

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

4.    The  small  business  issuer's  other  certifying  officer(s)  and  I  are
      responsible  for  establishing  and  maintaining  disclosure  controls and
      procedures (as defined in Exchange Act Rules  13a-15(e) and 15d-15(e)) for
      the small business issuer and have:

      (a)   Designed such  disclosure  controls and  procedures,  or caused such
            disclosure   controls  and  procedures  to  be  designed  under  our
            supervision,  to ensure that  material  information  relating to the
            small business issuer, including its consolidated  subsidiaries,  is
            made  known to us by  others  within  those  entities,  particularly
            during the period in which this report is being prepared;

      (b)   Evaluated  the   effectiveness   of  the  small  business   issuer's
            disclosure  controls and procedures and presented in this report our
            conclusions about the  effectiveness of the disclosure  controls and
            procedures, as of the end of the period covered by this report based
            on such evaluation; and

      (c)   Disclosed in this report any change in the small  business  issuer's
            internal  control over financial  reporting that occurred during the
            small  business  issuer's  most  recent  fiscal  quarter  (the small
            business  issuer's  fourth  fiscal  quarter in the case of an annual
            report) that has  materially  affected,  or is reasonably  likely to
            materially affect, the small business issuer's internal control over
            financial reporting; and

5.    The  small  business  issuer's  other  certifying  officer(s)  and I  have
      disclosed,  based on our most recent  evaluation of internal  control over
      financial reporting, to the small business issuer's auditors and the audit
      committee of the small  business  issuer's  board of directors (or persons
      performing the equivalent functions):

      (a)   All significant  deficiencies and material  weaknesses in the design
            or operation of internal control over financial  reporting which are
            reasonably  likely to adversely  affect the small business  issuer's
            ability  to  record,   process,   summarize  and  report   financial
            information; and

      (b)   Any fraud,  whether or not  material,  that  involves  management or
            other  employees who have a significant  role in the small  business
            issuer's internal control over financial reporting.


Date:  April 8, 2005

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



<PAGE>



Exhibit 32.1


                          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 Ltd.
(the  "Partnership"),  for the year ended  December  31,  2004 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:  April 8, 2005


                                           /s/Brian H. Shuman
                                    Name:  Brian H. Shuman
                                    Date:  April 8, 2005


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