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, 2003

[ ]  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.  $11,000

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, 2003. No market exists for the limited  partnership
interests of the Registrant,  and,  therefore,  no aggregate market value can be
determined.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      NONE

<PAGE>

The matters discussed in this report contain certain forward-looking statements,
including, without limitation, statements regarding future financial performance
and the effect of government  regulations.  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  ("NPIA  I")
(collectively,  the  "General  Partners").  The business of the  Partnership  is
conducted  primarily by its General  Partners as Housing Programs Limited has no
employees  of its own.  The  general  partners  have a one  percent  interest in
profits and losses of the  Partnership.  The limited partners have the remaining
99  percent  interest  which is  allocated  in  proportion  to their  respective
individual  investments.   NAPICO  is  the  corporate  general  partner  of  the
Partnership.

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

The  Partnership  holds  limited  partnership  interests  in four local  limited
partnerships  (the "Local  Limited  Partnerships")  as of December 31, 2003. 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.
As of December  31, 2003,  an  affiliate  of NAPICO holds a general  partnership
interest in two of the Local Limited  Partnerships.  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.

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

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

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

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

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

During 2003,  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, 2003, 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, 2003
<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
                                                                 2003          2002
<S>                     <C>                       <C>             <C>           <C>
Cloverdale              100         (A)           100             95%           96%
  Crawfordsville, IN

Evergreen Apts          330         --            330             99%           98%
  Oshtemo, MI

Jenny Lind Hall          78         (B)            78             95%           97%
  Springfield, MO

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

     TOTAL              736                       736             95%           97%
</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, 2003.
<TABLE>
<CAPTION>

                                          HPL          Original Cost
                                      Percentage       of Ownership       Mortgage
           Partnership                 Interest          Interests          Notes
                                                              (in thousands)
<S>                                       <C>              <C>              <C>
Cloverdale                                99%              $ 456            $ 713
Evergreen Apartments                      99%                 967           13,362
Jenny Lind Hall                           99%               2,675              586
Plaza Village                             99%               1,338            2,629
</TABLE>

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

ITEM 2.     PROPERTIES

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

ITEM 3.     LEGAL PROCEEDINGS

On August 27, 1998, two investors holding an aggregate of eight units of limited
partnership  interest  in Real  Estate  Associates  Limited  III (an  affiliated
partnership in which National  Partnership  Investments Corp.  ("NAPICO") is the
corporate  general partner) and two investors holding an aggregate of five units
of limited  partnership  interests in Real Estate Associates Limited VI (another
affiliated  partnership  in  which  NAPICO  is the  corporate  general  partner)
commenced  an  action  against  the   Partnership,   NAPICO  and  certain  other
defendants. The claims included, but were not limited to, claims for breaches of
fiduciary duty to the limited  partners of certain  NAPICO-managed  partnerships
and  violations of securities  laws by making  materially  false and  misleading
statements in the consent  solicitation  statements sent to the limited partners
of such  partnerships  relating  to  approval  of the  transfer  of  partnership
interests  in  limited  partnerships,  owning  certain  of  the  properties,  to
affiliates of Casden Properties,  Inc.,  organized by an affiliate of NAPICO. On
August 4, 1999, one investor holding one unit of limited partnership interest in
the Partnership  commenced a virtually identical action against the Partnership,
NAPICO and certain other  entities.  The second action was subsumed in the first
action, and was certified as a class action.

On April 29, 2003, the court entered  judgment  against NAPICO and certain other
defendants  in the amount of  approximately  $25.2  million  for  violations  of
securities laws and against NAPICO for approximately  $67.3 million for breaches
of fiduciary  duty, both amounts plus interest of  approximately  $25.6 million,
and for punitive damages against NAPICO in the amount of $2.6 million.

On August 11, 2003,  Apartment  Investment and Management  Company ("AIMCO") and
NAPICO  entered  into  a  Stipulation  of  Settlement   (the   "Stipulation   of
Settlement")  with the  plaintiff  class (the  "Plaintiffs")  and their  counsel
relating  to the  settlement  of the  litigation.  The  principal  terms  of the
Stipulation of Settlement include,  among other things (1) payments in both cash
($29 million) and stock ($19  million) by Alan I. Casden,  on behalf of himself,
NAPICO and other defendants,  to the Plaintiffs,  (2) guaranteed  payments in an
aggregate  amount  of $35  million  ($7  million  per  year for 5  years),  plus
interest,  by NAPICO to the  Plaintiffs,  (3) a release of claims of all parties
associated with the litigation and (4) joint agreement by the parties to request
that a new judgment be entered in the litigation to, among other things, expunge
the judgment originally entered against NAPICO and the other defendants.

In connection with the Stipulation of Settlement, on August 12, 2003, NAPICO and
AIMCO executed a Settlement  Agreement  (the  "Settlement  Agreement")  with the
prior  shareholders  of  Casden  Properties,  Inc.  The  principal  terms of the
Settlement  Agreement  include,   among  other  things,  that  (1)  NAPICO  will
voluntarily  discontinue  the action it  commenced  on May 13, 2003  against the
former  shareholders  of Casden  Properties,  Inc. and other  indemnitors in the
Casden  Merger,  (2) Alan I. Casden and certain  related  entities  will resolve
certain  pending  claims for  indemnification  made by  NAPICO,  AIMCO and their
affiliates,  (3) AIMCO or an  affiliate  will  provide  $25  million  of the $29
million in cash that Alan I. Casden is obligated to provide under the Stipulaton
of Settlement in exchange for 531,915 shares of AIMCO Class A Common Stock owned
by The Casden Company,  and (4) The Casden Company will promise to pay to NAPICO
an  aggregate  amount of $35 million  ($7  million  per year for 5 years),  plus
interest,  on a secured,  nonrecourse  basis.  The Casden Company can prepay its
obligation  set forth in item (4) above in shares of AIMCO Class A Common  Stock
having a value based on the greater of $47 per share or the market value of such
shares at the time of payment.

On December 30, 2003,  the  Stipulation of Settlement  with the plaintiff  class
(the  "Plaintiffs")  and their counsel  relating to the settlement of litigation
against the Registrant,  National Partnership  Investments Corp.  ("NAPICO") and
certain  other  defendants  became  effective in accordance  with its terms.  In
addition,  on  December  30,  2003,  the  Settlement  Agreement  with the  prior
shareholders of Casden  Properties,  Inc.,  NAPICO and Apartment  Investment and
Management Company ("AIMCO") also closed in accordance with its terms.

In addition to the litigation  discussed above, the Corporate General Partner is
involved in various other  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, 2003.



<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 2,555 registered holders of Limited Partnership  Interests
in the Partnership.  The Partnership has invested in certain government assisted
projects  under  programs  which in many  instances  restrict  the  cash  return
available to project  owners.  The  Partnership was not designed to provide cash
distributions   to  investors  in   circumstances   other  than  refinancing  or
dispositions of its investments in 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.

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, 2003, and 2002, the Partnership has cash and cash equivalents
of  approximately  $226,000 and $5,000,  respectively.  The  Partnership  earned
approximately $11,000 and $2,000 in interest income for the years ended December
31,  2003 and 2002,  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  $221,000 for the year ended
December 31, 2003 from the Partnership's  previous year end due to cash provided
by operating activities.

Two of the  Partnership's  investments,  Evergreen 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,  Evergreen  refinanced  the mortgage
encumbering its investment property. The distribution from Evergreen 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, 2003,  the  obligation  relating to the Plaza  Village note was
$2,000,000  and accrued  interest was  approximately  $3,512,000.  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, 2003.

One of the Local Limited  Partnerships has outstanding  purchase money notes and
accrued  interest  that  matured in  December  2000 and  another  Local  Limited
Partnership  has a  subordinated  note and  accrued  interest  that  matured  in
December 1999.  Each of these Local Limited  Partnerships is in default on these
obligations. The Partnership risks losing its investments in these Local Limited
Partnerships through foreclosure.  All of the investments in these Local Limited
Partnerships were zero at December 31, 2003.

In  October  2003,  the  property  in  one of the  Local  Limited  Partnerships,
Lancaster  Heights  Associates,  was sold to an unrelated 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.

In  October  2003,  the  property  in  one of the  Local  Limited  Partnerships,
Cloverleaf  Apartments Ltd., was sold to an unrelated 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 an unrelated 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.

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

Results of Operations

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

At December 31, 2003,  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, 2003 and 2002, the Partnership  received  approximately
$8,483,000  and  $11,000,  respectively,  in  distributions  from Local  Limited
Partnerships  that were  recognized as income.  (See previous  discussion on the
refinancing  at Evergreen 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.  During
the year ended December 31, 2002, the Partnership  recognized  equity in loss of
approximately  $30,000  from Local  Limited  Partnerships.  The losses  were the
result of advances made to the Local Limited  Partnerships.  Management believed
that  repayment of these  advances was doubtful and fully reserved them in 2002.
The Partnership did not make any advances during 2003.

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 year ended December 31, 2003,
the  Partnership  received  approximately  $55,000  of  distributions  from  the
operations of the Local Limited  Partnerships and approximately  $8,428,000 from
the  refinancing  of  the  investment  property  at one  of  the  Local  Limited
Partnerships and the sales of three other investment  properties.  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  $199,000 for both the years ended December 31, 2003 and
2002.

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.  During the year ended December
31, 2002, the Corporate General Partner advanced approximately $101,000 for such
purposes. There were no advances during 2003.

The Partnership is obligated on a non-recourse  note payable of $2,000,000 which
bear interest at 9.5 percent per annum and matured on December 31, 1999.  Unpaid
interest was due at the maturity of the note.  Interest expense on this note was
approximately $190,000 for both 2003 and 2002.

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
$85,000  and  $70,000  for  the  years  ended   December   31,  2003  and  2002,
respectively. General and administrative expenses were approximately $56,000 and
$44,000 for the years ended December 31, 2003 and 2002, respectively.  Legal and
accounting fees increased due to an increase in costs associated with the annual
audit of the Partnership.  General and administrative  expenses increased due to
an  increase  in  Partnership  administration  costs.  Included  in general  and
administrative expenses are reimbursements to NAPICO for certain expenses, which
totaled  approximately  $19,000 for both the years ended  December  31, 2003 and
2002.

Total revenues from  continuing  operations  for the Local Limited  Partnerships
were  approximately  $4,866,000  and $5,038,000 for the years ended December 31,
2003 and 2002, respectively.

Total expenses from  continuing  operations  for the Local Limited  Partnerships
were  approximately  $12,789,000 and $5,323,000 for the years ended December 31,
2003 and 2002, respectively.

The total  net loss for the  Local  Limited  Partnerships  for the  years  ended
December  31,  2003  and  2002  was   approximately   $8,042,000  and  $558,000,
respectively.  The  losses  allocated  to  the  Partnership  were  approximately
$918,000 and $552,000 for 2003 and 2002,  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 $17,219,000 as of December 31, 2003.

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

In January 2003,  the  Financial  Accounting  Standards  Board  ("FASB")  issued
Interpretation  No. 46 ("FIN 46"),  Consolidation of Variable Interest Entities.
FIN 46 requires the  consolidation of entities in which an enterprise  absorbs a
majority of the entity's  expected  losses,  receives a majority of the entity's
expected  residual  returns,  or both, as a result of ownership,  contractual or
other  financial  interests  in the  entity.  Prior to the  issuance  of FIN 46,
entities were generally  consolidated by an enterprise when it had a controlling
financial  interest  through  ownership  of a majority  voting  interest  in the
entity.  FIN 46 applied  immediately to variable interest entities created after
January 31, 2003,  and with respect to public  entities with  variable  interest
entities held before February 1, 2003, FIN 46 will apply to financial statements
for periods ending after December 15, 2004.

The Partnership has not entered into any partnership  investments  subsequent to
January  31,  2003.  The  Partnership  is  in  the  process  of  evaluating  its
investments  in  unconsolidated  Local Limited  Partnerships  that may be deemed
variable  interest  entities under the provisions of FIN 46. The Partnership has
not yet determined the anticipated impact of adopting FIN 46 for its investments
in Local Limited  Partnerships that existed as of January 31, 2003. However, FIN
46 may require the  consolidation  of the assets,  liabilities and operations of
certain  of  the  Partnership's  unconsolidated  investments  in  Local  Limited
Partnerships. Although the Partnership does not believe the full adoption of FIN
46 will  have an  impact  on its cash  flow,  the  Partnership  cannot  make any
definitive  conclusion on the impact, if any, on net earnings until it completes
its evaluation, including an evaluation of the Partnership's maximum exposure to
loss.

In May 2003,  the FASB issued SFAS 150, which  establishes  standards for how an
issuer   classifies   and   measures   certain   financial    instruments   with
characteristics  of both  liabilities and equity.  The  requirements of SFAS 150
apply  to  the   classification   and  measurement  of  freestanding   financial
instruments.  SFAS 150 is effective  for financial  instruments  entered into or
modified  after May 31, 2003, and otherwise is effective at the beginning of the
first interim period  beginning after June 15, 2003. The Partnership has adopted
SFAS 150 as of July 1, 2003.  Additionally,  in September  2003,  the FASB staff
indicated  that  SFAS 150  also  applies  to the  non-controlling  interests  in
consolidated  finite life partnerships.  However,  on October 29, 2003, the FASB
indefinitely deferred the provisions of SFAS 150 for finite life partnerships.

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 Ernst & Young, LLP, Independent Auditors

Balance Sheet - December 31, 2003.

Statements of Operations - Years ended December 31, 2003 and 2002.

Statements of Partners' Deficit - Years ended December 31, 2003 and 2002.

Statements of Cash Flows - Years ended December 31, 2003 and 2002.

Notes to financial statements.



<PAGE>


                 Report of Ernst & Young LLP, Independent Auditors



The Partners
Housing Programs Limited

We have audited the accompanying balance sheet of Housing Programs Limited as of
December 31, 2003, and the related statements of operations,  partners' deficit,
and cash flows for each of the two years in the period ended  December 31, 2003.
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 did not audit the financial statements of the
limited partnerships, the investments in which are reflected in the accompanying
financial  statements  using the  equity  method  of  accounting.  The  investee
information for these limited partnerships is included in Note 2 and Note 6. The
financial  statements  of  these  limited  partnerships  were  audited  by other
auditors whose reports have been furnished to us, and our opinion, insofar as it
relates to the amounts included for these limited partnerships,  is based solely
on the reports of the other auditors.

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

In our opinion,  based on our audits and the reports of the other auditors,  the
financial statements referred to above present fairly, in all material respects,
the financial  position of Housing Programs Limited as of December 31, 2003, and
the  results of its  operations  and its cash flows for each of the two years in
the period ended  December 31, 2003 in  conformity  with  accounting  principles
generally accepted in the United States.



                                                            /s/Ernst & Young LLP


Greenville, South Carolina
April 13, 2004


<PAGE>



                            HOUSING PROGRAMS LIMITED
                       (a California limited partnership)

                                  BALANCE SHEET
                                 (in thousands)

                                DECEMBER 31, 2003



                             ASSETS

Investments in local limited partnerships                                $  --
Cash and cash equivalents                                                  226

            Total assets                                                 $ 226

               LIABILITIES AND PARTNERS' DEFICIT

Liabilities:
   Note payable in default (Note 3)                                     $ 2,000
   Accrued interest payable in default (Note 3)                           3,512
   Accrued fees due to affiliates (Note 4)                                   87
   Accounts payable                                                          10
   Advances due to affiliates (Note 4)                                      101

                                                                           5,710
Contingencies (Note 7)

Partners' deficit:
   General partners                                                        (305)
   Limited partners                                                      (5,179)

                                                                         (5,484)

            Total liabilities and partners' deficit                      $ 226


          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,
                                                           2003            2002

INTEREST INCOME                                            $ 11            $ 2

OPERATING EXPENSES:
  Management fees - partners (Note 4)                        199             199
  General and administrative (Note 4)                         56              44
  Legal and accounting                                        85              70
  Interest                                                   304             436
        Total operating expenses                             644             749

Loss from partnership operations                            (633)          (747)
Equity in loss of local limited partnerships
  (Note 2)                                                    --            (30)
Gain on extinguishment of debt (Note 3)                      102              --
Distributions from local limited partnerships
  recognized as income (Note 2)                            8,483              11

Net income (loss)                                        $ 7,952         $ (766)

Net income (loss) to general partners (1%)                 $ 80            $ (8)
Net income (loss) to limited partners (99%)                7,872           (758)

                                                         $ 7,952         $ (766)
Net income (loss) per limited partnership interest
  (Note 1)                                               $636.48        $(61.29)

          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, 2001                     $(377)         $(12,293)     $(12,670)

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

 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)

 Percentage interest at December 31, 2003         1%             99%           100%
                                                                             (A)

(A)   Consists of 12,260  partnership  interests at December 31, 2003 and 12,368
      partnership interests at December 31, 2002. During the year ended December
      31, 2003, 108 interests were abandoned (Note 8).

          The accompanying notes are an integral part of these statements.
</TABLE>



<PAGE>


                            HOUSING PROGRAMS LIMITED
                       (a California limited partnership)

                            STATEMENTS OF CASH FLOWS
                                 (in thousands)

<TABLE>
<CAPTION>

                                                                    Years Ended December 31,
                                                                      2003            2002
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                 <C>              <C>
  Net income (loss)                                                 $ 7,952          $ (766)
  Adjustments to reconcile net income (loss) to net cash
   provided by (used in) operating activities:
     Distributions from local limited partnerships                   (6,615)             --
     Gain on extinguishment of debt                                    (102)             --
     Equity in loss of local limited partnerships                        --              30
     Increase (decrease) in:
      Accrued interest payable                                          304             436
      Accounts payable and accrued expenses                            (138)              7
      Accrued fees due to affiliates                                 (1,180)            218
         Net cash provided by (used in) operating activities            221             (75)

CASH FLOWS USED IN INVESTING ACTIVITIES:
  Capital contributions to local limited partnerships                    --             (30)

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

NET INCREASE (DECREASE)IN CASH AND CASH EQUIVALENTS                     221              (4)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR                              5               9

CASH AND CASH EQUIVALENTS, END OF YEAR                               $ 226            $ 5

SUPPLEMENTAL DISCLOSURE OF NON-CASH INFORMATION:

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, 2003


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").

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

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

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

Basis of Presentation

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

Use of Estimates

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

Method of Accounting for Investments in Limited Partnerships

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

Net income (loss) per limited partnership  interest was computed by dividing the
limited  partners'  share  of  net  income  (loss)  by  the  number  of  limited
partnership  interests  outstanding  at the beginning of the year. The number of
limited  partnership  interests  was 12,260 and 12,368 at December  31, 2003 and
2002, respectively.

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  $226,000 at  December  31, 2003 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, 2003 and
2002, 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

In January 2003,  the  Financial  Accounting  Standards  Board  ("FASB")  issued
Interpretation  No. 46 ("FIN 46"),  Consolidation of Variable Interest Entities.
FIN 46 requires the  consolidation of entities in which an enterprise  absorbs a
majority of the entity's  expected  losses,  receives a majority of the entity's
expected  residual  returns,  or both, as a result of ownership,  contractual or
other  financial  interests  in the  entity.  Prior to the  issuance  of FIN 46,
entities were generally  consolidated by an enterprise when it had a controlling
financial  interest  through  ownership  of a majority  voting  interest  in the
entity.  FIN 46 applied  immediately to variable interest entities created after
January 31, 2003,  and with respect to public  entities with  variable  interest
entities held before February 1, 2003, FIN 46 will apply to financial statements
for periods ending after December 15, 2004.

The Partnership has not entered into any partnership  investments  subsequent to
January  31,  2003.  The  Partnership  is  in  the  process  of  evaluating  its
investments  in  unconsolidated  local limited  partnerships  that may be deemed
variable  interest  entities under the provisions of FIN 46. The Partnership has
not yet determined the anticipated impact of adopting FIN 46 for its investments
in local limited  partnerships that existed as of January 31, 2003. However, FIN
46 may require the  consolidation  of the assets,  liabilities and operations of
certain  of  the  Partnership's  unconsolidated  investments  in  local  limited
partnerships. Although the Partnership does not believe the full adoption of FIN
46 will  have an  impact  on its cash  flow,  the  Partnership  cannot  make any
definitive  conclusion on the impact, if any, on net earnings until it completes
its evaluation, including an evaluation of the Partnership's maximum exposure to
loss.

In May 2003,  the FASB issued SFAS 150, which  establishes  standards for how an
issuer   classifies   and   measures   certain   financial    instruments   with
characteristics  of both  liabilities and equity.  The  requirements of SFAS 150
apply  to  the   classification   and  measurement  of  freestanding   financial
instruments.  SFAS 150 is effective  for financial  instruments  entered into or
modified  after May 31, 2003, and otherwise is effective at the beginning of the
first interim period  beginning after June 15, 2003. The Partnership has adopted
SFAS 150 as of July 1, 2003.  Additionally,  in September  2003,  the FASB staff
indicated  that  SFAS 150  also  applies  to the  non-controlling  interests  in
consolidated  finite life partnerships.  However,  on October 29, 2003, the FASB
indefinitely deferred the provisions of SFAS 150 for finite life partnerships.

NOTE 2 - INVESTMENTS IN AND ADVANCES TO LOCAL LIMITED PARTNERSHIPS

As of December 31, 2003, 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, 2003.

The  difference  between the investment  per the  accompanying  balance sheet at
December  31,  2003,  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 has outstanding  purchase money notes and
accrued  interest  that  matured in  December  2000 and  another  Local  Limited
Partnership  has a  subordinated  note and  accrued  interest  that  matured  in
December 1999.  Each of these Local Limited  Partnerships is in default on these
obligations. The Partnership risks losing its investments in these Local Limited
Partnerships through foreclosure.  All of the investments in these Local Limited
Partnerships were zero at December 31, 2003.

Selected  financial  information from the combined  financial  statements of the
Local Limited Partnerships in which the Partnership has investments:

    Condensed Combined Balance Sheet of the Local Limited Partnerships
                              (in thousands)
                                                      December 31, 2003
Assets
  Land                                                     $ 1,119
  Building and improvements, net of accumulated
    depreciation of approximately $18,529                     8,580
  Other assets                                                6,265
Total assets                                               $ 15,964

Liabilities and Partners Deficit:
Liabilities:
  Mortgage notes payable                                   $ 17,290
  Notes payable                                               3,099
  Accrued interest on notes payable                           2,603
  Other liabilities                                           1,614
                                                             24,606
Partners' deficit
  General partners                                          $ (148)
  Limited partners                                           (8,494)
                                                             (8,642)

Total liabilities and partners' deficit                    $ 15,964

    Condensed Combined Results of Operations of the Local Limited Partnerships
                                 (in thousands)
                                                       Years ended December 31,
                                                         2003            2002
                                                                      (Restated)
Revenues:
  Rental income                                         $ 4,338        $ 4,217
  Other income                                              528            821
    Total revenues                                        4,866          5,038

Expenses:
  Operating expenses                                      3,130          3,035
  Financial expenses                                        770            616
  Interest on notes payable                                 647            545
  Depreciation                                            1,127          1,127
  Loss on refinancing of debt                             7,115             --
    Total expenses                                       12,789          5,323

Loss from continuing operations                          (7,923)          (285)
Loss from discontinued operations                          (119)          (273)

Net loss                                                $(8,042)        $ (558)

Effective January 1, 2002, the Partnership adopted SFAS No. 144, "Accounting for
the Impairment or Disposal of Long-Lived  Assets",  which established  standards
for the way that public business enterprises report information about long-lived
assets that are either being held for sale or have  already been  disposed of by
sale or other means.  The standard  requires  that results of  operations  for a
long-lived  asset that is being held for sale or has already been disposed of be
reported as a  discontinued  operation  on the  statement  of  operations.  As a
result,  the condensed  combined  results of operations have been restated as of
January 1, 2002 to 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 an unrelated 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.

In  October  2003,  the  property  in  one of the  Local  Limited  Partnerships,
Cloverleaf  Apartments Ltd., was sold to an unrelated 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 an unrelated 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.

An  affiliate  of  NAPICO is the  general  partner  in one of the Local  Limited
Partnerships  at December 31,  2003.  Another  affiliate  served as the property
manager  for  two of  the  Local  Limited  Partnerships'  properties,  receiving
property management fees of approximately $83,000 and $77,000 for 2003 and 2002,
respectively.

NOTE 3 - NOTE PAYABLE

Two of the  Partnership's  investments,  Evergreen 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,  Evergreen  refinanced  the mortgage
encumbering its investment property. The distribution from Evergreen 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, 2003,  the  obligation  relating to the Plaza  Village note was
$2,000,000  and  accrued  interest  was  approximately   $3,512,000.   Apartment
Investment and  Management  Company,  a Maryland  corporation  ("AIMCO"),  which
indirectly  owns the Corporate  General  Partner of the  Partnership,  has a 15%
interest in and is the trustee for the Plaza Village note payable.

The  Partnership  has not made any payments 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.

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 both the years ended December 31, 2003 and 2002,
approximately  $199,000 has been  expensed.  The unpaid  balance at December 31,
2003 is approximately $44,000

The Partnership  reimburses  NAPICO for certain  expenses.  The reimbursement to
NAPICO was approximately  $19,000 for both the years ended December 31, 2003 and
2002 and is included in general and administrative  expenses. The unpaid balance
at December 31, 2003 is approximately $43,000.

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.  During the year ended December
31, 2002, the Corporate General Partner advanced approximately $101,000 for such
purposes. There were no advances during 2003.

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 - 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,
                                                     2003            2002
                                                       (in thousands)

Net income (loss) per financial statements         $ 7,952          $ (766)

Other                                                 (999)            636
Partnership's share of Local Limited
  Partnership                                       (2,264)            961

Income per tax return                              $ 4,689          $ 831

Income per limited partnership interest            $361.60         $ 66.93

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

                                                   December 31, 2003
                                                     (in thousands)

      Net deficit as reported                           $ (5,484)

      (Deduct) add:
        Investment in Partnerships                        (8,646)
        Other                                              3,368

      Net deficit - federal tax basis                   $(10,762)


NOTE 6 - REAL ESTATE AND ACCUMULATED  DEPRECIATION OF LOCAL LIMITED PARTNERSHIPS
         IN WHICH THE PARTNERSHIP HAS INVESTED

(1) Schedule of Encumbrances (in thousands):


                                                          Notes
                                                       Payable and
                                      Mortgage           Accrued
Partnership Name                       Notes            Interest          Total

Cloverdale                             $ 713             $ 2,383         $ 3,096
Evergreen Apts.                        13,362                 --          13,362
Jenny Lind Hall                           586              3,319           3,905
Plaza Village                           2,629                 --           2,629
Total                                 $17,290            $ 5,702         $22,992

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

<TABLE>
<CAPTION>

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

<S>                    <C>       <C>      <C>       <C>        <C>            <C>
Cloverdale             $ 713     $ 100    $ 2,052   $ 2,152    $ (1,351)      1972
Evergreen Apts.        13,362       617    16,871    17,488     (10,071)      1978
Jenny Lind Hall           586        32       986     1,018        (347)      1977
Plaza Village           2,629       370     7,200     7,570      (6,760)      1975
Total                 $17,290    $1,119   $27,109   $28,228    $(18,529)
</TABLE>


(3) Reconciliation of real estate and accumulated depreciation:

                                                 Years Ended December 31,
                                                   2003           2002
                                                      (in thousands)
Real estate:
  Balance at beginning of year                   $ 38,364       $38,033
  Improvements during the year                        449           397
  Disposals of rental properties                  (10,585)          (66)
Balance at end of year                           $ 28,228       $38,364


                                                 Years Ended December 31,
                                                   2003           2002
                                                      (in thousands)
Accumulated depreciation:
  Balance at beginning of year                    $23,162       $21,725
  Depreciation expense for the year                 1,420         1,465
  Disposals of rental properties                   (6,053)          (28)
Balance at end of year                            $18,529       $23,162

NOTE 7 - CONTINGENCIES

On August 27, 1998, two investors holding an aggregate of eight units of limited
partnership  interest  in Real  Estate  Associates  Limited  III (an  affiliated
partnership in which National  Partnership  Investments Corp.  ("NAPICO") is the
corporate  general partner) and two investors holding an aggregate of five units
of limited  partnership  interests in Real Estate Associates Limited VI (another
affiliated  partnership  in  which  NAPICO  is the  corporate  general  partner)
commenced  an  action  against  the   Partnership,   NAPICO  and  certain  other
defendants. The claims included, but were not limited to, claims for breaches of
fiduciary duty to the limited  partners of certain  NAPICO-managed  partnerships
and  violations of securities  laws by making  materially  false and  misleading
statements in the consent  solicitation  statements sent to the limited partners
of such  partnerships  relating  to  approval  of the  transfer  of  partnership
interests  in  limited  partnerships,  owning  certain  of  the  properties,  to
affiliates of Casden Properties,  Inc.,  organized by an affiliate of NAPICO. On
August 4, 1999, one investor holding one unit of limited partnership interest in
the Partnership  commenced a virtually identical action against the Partnership,
NAPICO and certain other  entities.  The second action was subsumed in the first
action, and was certified as a class action.

On April 29, 2003, the court entered  judgment  against NAPICO and certain other
defendants  in the amount of  approximately  $25.2  million  for  violations  of
securities laws and against NAPICO for approximately  $67.3 million for breaches
of fiduciary  duty, both amounts plus interest of  approximately  $25.6 million,
and for punitive damages against NAPICO in the amount of $2.6 million.

On August 11, 2003,  Apartment  Investment and Management  Company ("AIMCO") and
NAPICO  entered  into  a  Stipulation  of  Settlement   (the   "Stipulation   of
Settlement")  with the  plaintiff  class (the  "Plaintiffs")  and their  counsel
relating  to the  settlement  of the  litigation.  The  principal  terms  of the
Stipulation of Settlement include,  among other things (1) payments in both cash
($29 million) and stock ($19  million) by Alan I. Casden,  on behalf of himself,
NAPICO and other defendants,  to the Plaintiffs,  (2) guaranteed  payments in an
aggregate  amount  of $35  million  ($7  million  per  year for 5  years),  plus
interest,  by NAPICO to the  Plaintiffs,  (3) a release of claims of all parties
associated with the litigation and (4) joint agreement by the parties to request
that a new judgment be entered in the litigation to, among other things, expunge
the judgment originally entered against NAPICO and the other defendants.

In connection with the Stipulation of Settlement, on August 12, 2003, NAPICO and
AIMCO executed a Settlement  Agreement  (the  "Settlement  Agreement")  with the
prior  shareholders  of  Casden  Properties,  Inc.  The  principal  terms of the
Settlement  Agreement  include,   among  other  things,  that  (1)  NAPICO  will
voluntarily  discontinue  the action it  commenced  on May 13, 2003  against the
former  shareholders  of Casden  Properties,  Inc. and other  indemnitors in the
Casden  Merger,  (2) Alan I. Casden and certain  related  entities  will resolve
certain  pending  claims for  indemnification  made by  NAPICO,  AIMCO and their
affiliates,  (3) AIMCO or an  affiliate  will  provide  $25  million  of the $29
million in cash that Alan I. Casden is obligated to provide under the Stipulaton
of Settlement in exchange for 531,915 shares of AIMCO Class A Common Stock owned
by The Casden Company,  and (4) The Casden Company will promise to pay to NAPICO
an  aggregate  amount of $35 million  ($7  million  per year for 5 years),  plus
interest,  on a secured,  nonrecourse  basis.  The Casden Company can prepay its
obligation  set forth in item (4) above in shares of AIMCO Class A Common  Stock
having a value based on the greater of $47 per share or the market value of such
shares at the time of payment.

On December 30, 2003,  the  Stipulation of Settlement  with the plaintiff  class
(the  "Plaintiffs")  and their counsel  relating to the settlement of litigation
against the Registrant,  National Partnership  Investments Corp.  ("NAPICO") and
certain  other  defendants  became  effective in accordance  with its terms.  In
addition,  on  December  30,  2003,  the  Settlement  Agreement  with the  prior
shareholders of Casden  Properties,  Inc.,  NAPICO and Apartment  Investment and
Management Company ("AIMCO") also closed in accordance with its terms.

In addition to the litigation  discussed above, the Corporate General Partner is
involved in various other  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.

NOTE 8 - ABANDONMENT OF LIMITED PARTNERSHIP INTERESTS

In 2003, the number of Limited Partnership  Interests decreased by 108 interests
due to limited partners abandoning their units. In abandoning his or her Limited
Partnership  Unit(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 units  outstanding  at the
beginning of the year.


<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 2003 that have materially  affected,  or are reasonably likely
to  materially  affect,  the  Partnership's   internal  control  over  financial
reporting.



<PAGE>




                                    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.

Peter K. Kompaniez              58    Director
David R. Robertson              37    President, Chief Executive Officer
                                        and Director
Charles McKinney                52    Senior Vice President and Director
                                        of Asset Management
Jeffrey H. Sussman              38    Senior Vice President, General
                                        Counsel and Secretary
Brian H. Shuman                 41    Senior Vice President and Chief
                                        Financial Officer

Peter K.  Kompaniez  has been Director of the  Corporate  General  Partner since
April 1, 2002. Mr. Kompaniez has been Vice Chairman of the Board of Directors of
AIMCO since July 1994 and was appointed  President in July 1997.  Mr.  Kompaniez
has also  served as Chief  Operating  Officer of NHP  Incorporated  after it was
acquired by AIMCO in  December  1997.  Effective  April 1, 2004,  Mr.  Kompaniez
resigned as  President  of AIMCO.  Mr.  Kompaniez  will  continue in his role as
Director of the Corporate General Partner and Vice Chairman of AIMCO's Board and
will serve AIMCO on a variety of special and  ongoing  projects in an  operating
role.

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.

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, 2003.

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 both the years ended December 31, 2003 and 2002,
approximately  $199,000 has been  expensed.  The unpaid  balance at December 31,
2003 is approximately $44,000

The Partnership  reimburses  NAPICO for certain  expenses.  The reimbursement to
NAPICO was approximately  $19,000 for both the years ended December 31, 2003 and
2002 and is included in general and administrative  expenses. The unpaid balance
at December 31, 2003 is approximately $43,000.

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.  During the year ended December
31, 2002, the Corporate General Partner advanced approximately $101,000 for such
purposes. There were no advances during 2003.

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

      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.

      Exhibit 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.

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

      Exhibit 99.1      Independent Auditors Report for Cloverdale Heights
                        Apts., Ltd.

      Exhibit 99.2      Independent Auditors Report for Jenny Lind Hall Second
                        Limited Partnership

      Exhibit 99.3      Independent Auditors Report for Oshtemo Limited Dividend
                        Housing Association

      Exhibit 99.4      Independent Auditors Report for Plaza Village Group

Reports on Form 8-K filed during the fourth quarter of fiscal year 2003:

      Current  Report on Form 8-K dated  November 24, 2003 and filed on November
      26, 2003,  disclosing the Stipulation of Settlement between NAPICO and the
      plaintiffs.

ITEM 14.    PRINCIPAL ACCOUNTING FEES AND SERVICES

The Corporate  General Partner has reappointed  Ernst & Young LLP as independent
auditors to audit the financial statements of the Partnership for 2004.

Audit  Fees.  The  Partnership   paid  to  Ernst  &  Young  LLP  audit  fees  of
approximately $44,000 and $28,000 for 2003 and 2002, respectively.

Tax Fees.  The  Partnership  paid to Ernst & Young LLP fees for tax services for
both 2003 and 2002 of approximately $28,000.



<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 21, 2004


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


/s/Peter K. Kompaniez         Director                      Date: April 21, 2004
Peter K. Kompaniez


/s/David R. Robertson         President, Chief Executive    Date: April 21, 2004
David R. Robertson             Officer and Director


/s/Brian H. Shuman            Senior Vice President and     Date: April 21, 2004
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.

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

   99.2     Independent Auditors Report for Jenny Lind Hall Second Limited
            Partnership

   99.3     Independent Auditors Report for Oshtemo Limited Dividend Housing
            Association

   99.4     Independent Auditors Report for Plaza Village Group


<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 registrant as of, and for, the periods presented in this report;

4.    The  registrant'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 registrant
      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
            registrant,  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 registrant'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  registrant's  internal
            control  over   financial   reporting   that  occurred   during  the
            registrant's  most recent fiscal  quarter (the  registrant's  fourth
            fiscal  quarter in the case of an annual report) that has materially
            affected,   or  is  reasonably  likely  to  materially  affect,  the
            registrant's internal control over financial reporting; and

5.    The registrant's other certifying  officer(s) and I have disclosed,  based
      on  our  most  recent   evaluation  of  internal  control  over  financial
      reporting,  to the  registrant's  auditors and the audit  committee of the
      registrant'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  registrant'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  registrant's
            internal control over financial reporting.


Date:  April 21, 2004

                                    /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 registrant as of, and for, the periods presented in this report;

4.    The  registrant'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 registrant
      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
            registrant,  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 registrant'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  registrant's  internal
            control  over   financial   reporting   that  occurred   during  the
            registrant's  most recent fiscal  quarter (the  registrant's  fourth
            fiscal  quarter in the case of an annual report) that has materially
            affected,   or  is  reasonably  likely  to  materially  affect,  the
            registrant's internal control over financial reporting; and

5.    The registrant's other certifying  officer(s) and I have disclosed,  based
      on  our  most  recent   evaluation  of  internal  control  over  financial
      reporting,  to the  registrant's  auditors and the audit  committee of the
      registrant'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  registrant'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  registrant's
            internal control over financial reporting.


Date:  April 21, 2004

                                /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,  2003 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 21, 2004


                                           /s/Brian H. Shuman
                                    Name:  Brian H. Shuman
                                    Date:  April 21, 2004


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.



<PAGE>



Exhibit 99.1

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

We have audited the  accompanying  balance  sheets of Cloverdale  Heights Apts.,
Ltd.  (an Indiana  limited  partnership),  FHA Project  No.  073-44131-LDP  (the
"Partnership"),  as of December 31, 2003 and 2002 and the related  statements of
operations,  changes in partners'  deficiency  and cash flows for the years then
ended.  These financial  statements are the  responsibility of the Partnership's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of Cloverdale Heights Apts., Ltd.
as of December 31, 2003 and 2002 and the results of its  operations and its cash
flows for the years  then  ended in  conformity  with  U.S.  generally  accepted
accounting principles.

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

In accordance with Government  Auditing  Standards,  we have also issued reports
dated  February  29, 2004 on our  consideration  of the  Partnership's  internal
control and on our tests of its  compliance  with  certain  provisions  of laws,
regulations,  contracts  and grants.  Those  reports are an integral  part of an
audit performed in accordance with Government  Auditing  Standards and should be
read in conjunction with this report in considering the results of our audit.

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

/s/Altschuler, Melvoin and Glasser LLP
Los Angeles, California
February 29, 2004



<PAGE>


Exhibit 99.2

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

We have  audited  the  accompanying  balance  sheets of Jenny  Lind Hall  Second
Limited  Partnership  (a  California  limited  partnership),   FHA  Project  No.
084-35307 (the "Partnership"),  as of December 31, 2003 and 2002 and the related
statements of  operations,  changes in partners'  deficit and cash flows for the
years then ended.  These  financial  statements  are the  responsibility  of the
Partnership's  management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of Jenny Lind Hall Second Limited
Partnership  as of December 31, 2003 and 2002 and the results of its  operations
and its cash flows for the years then ended in  conformity  with U.S.  generally
accepted accounting principles.

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

In accordance with Government  Auditing  Standards,  we have also issued reports
dated  January  16,  2004 on our  consideration  of the  Partnership's  internal
control and on our tests of its  compliance  with  certain  provisions  of laws,
regulations,  contracts  and grants.  Those  reports are an integral  part of an
audit performed in accordance with Government  Auditing  Standards and should be
read in conjunction with this report in considering the results of our audit.

Our audit was  conducted  for the  purpose  of  forming  an opinion on the basic
financial  statements taken as a whole. The  accompanying  additional  financial
data (shown on pages 16 through 16) are  presented for the purpose of additional
analysis and are not a required  part of the basic  financial  statements of the
Partnership.  Such  information  has been  subjected to the auditing  procedures
applied in the audit of the basic financial  statements and, in our opinion,  is
fairly  stated in all  material  respects  in  relation  to the basic  financial
statements taken as a whole.

/s/Altschuler, Melvoin and Glasser LLP
Los Angeles, California
January 16, 2004



<PAGE>


Exhibit 99.3

Independent Auditors Report

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

We have  audited the  accompanying  balance  sheet of Oshtemo  Limited  Dividend
Housing Association (a Michigan limited partnership),  MSHDA Development No. 544
as of December 31, 2003, and the related  statements of profit and loss, changes
in accumulated  earnings and cash flows for the year then ended. These financial
statements  are  the  responsibility  of  the  Partnership's   management.   Our
responsibility is to express an opinion on the financial statements based on our
audit.

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

In our  opinion,  such  financial  statements  present  fairly,  in all material
respects,   the  financial   position  of  Oshtemo  Limited   Dividend   Housing
Association,  MSHDA No. 544 as of  December  31,  2003,  and the  results of its
operations,  the  changes in its  cumulative  income and cash flows for the year
then ended, in conformity with accounting  principles  generally accepted in the
United States or America.

Our audit was  conducted  for the  purpose  of  forming  an opinion of the basic
financial  statements  taken as a whole.  The additional  information of Oshtemo
Limited  Dividend  Housing  Association  MSHDA  No.  544  on  pages  14 to 16 is
presented for the purpose of  additional  analysis and is not a required part of
the  basic   financial   statements.   This   additional   information   is  the
responsibility  of the  Partnership's  management.  Such  information  has  been
subjected to the auditing procedures applied in the audit of the basic financial
statements and, in our opinion, is fairly stated in all material respects to the
basic financial statements taken as a whole.

The data on page 16, for the years 1983  through 2000 was not audited by us, and
accordingly  we do not  express an opinion on such data.  The data for the years
1990 through 2000 was audited by other auditors whose report,  dated January 29,
2001, stated that such information was fairly stated, in all material  respects,
in relation to the basic financial statements taken as a whole. The data for the
years 1983 through 1989 was audited by other auditors who have ceased operations
and whose  report,  dated  January 24, 1990,  stated that such  information  was
fairly  stated,  in all material  respects,  in relation to the basic  financial
statements taken as a whole.

In accordance with Government Auditing  Standards,  we have also issued a report
dated  January  28,  2004 on our  consideration  of the  Partnership's  internal
control structure and on its compliance with laws and regulations.



                                                       /s/Follmer Rudzewicz, PLC


Southfield, Michigan
January 28, 2004



<PAGE>


Exhibit 99.4

Independent Auditors Report

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

We have audited the accompanying balance sheet of Plaza Village Group (a Limited
Partnership),  Project No.  016-44076-LDT-SUP,  as of December 31, 2003, and the
related statements of loss, partners' equity deficit and cash flows for the year
then  ended.   These  financial   statements  are  the   responsibility  of  the
Partnership's  management.  Our responsibility is to express an opinion on these
financial statements based on our audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of Plaza Village Group (a Limited
Partnership) as of December 31, 2003, and the results of its operations, changes
in  partners'  equity  deficit  and cash  flows  for the  year  then  ended,  in
accordance with accounting principles generally accepted in the United States.

In accordance with Government  Auditing  Standards,  we have also issued reports
dated  January  23,  2004 on our  consideration  of the  Partnership's  internal
control and on our tests of its  compliance  with  certain  provisions  of laws,
regulations,  contracts,  and grants.  Those  reports are an integral part of an
audit performed in accordance with Government  Auditing  Standards and should be
read in conjunction with this report in considering the results of our audit.


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


Providence, Rhode Island
January 23, 2004