<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
                             ----------------------

                                    FORM 10-K

                Annual Report Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

                   For the Fiscal Year Ended DECEMBER 31, 2000

                             Commission File Number
                                     0-13808
                                     -------

                            HOUSING PROGRAMS LIMITED
                        A CALIFORNIA LIMITED PARTNERSHIP
       (Formerly, Shearson Lehman/Coast Savings Housing Partners, Limited)

                  I.R.S. Employer Identification No. 95-3906167
                                                     ------------
         9090 WILSHIRE BLVD., SUITE 201, BEVERLY HILLS, CALIFORNIA 90211

        Registrant's Telephone Number, Including Area Code (310) 278-2191

      Securities Registered Pursuant to Section 12(b) or 12(g) of the Act:

                                      NONE

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed with the Commission by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding twelve months (or 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 [ ]


Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]


<PAGE>   2

PART I.

ITEM 1. BUSINESS

Housing Programs Limited (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 general partners of the Partnership are National Partnership Investments
Corp. ("NAPICO"), Housing Programs Corporation II and Coast Housing Investment
Associates ("CHIA") (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.

Prior to December 30, 1998, NAPICO was a wholly owned subsidiary of Casden
Investment Corporation ("CIC"), which is wholly owned by Alan I. Casden. On
December 30, 1998, Casden Properties Operating Partnership, L.P. (the "Operating
Partnership"), a majority owned subsidiary of Casden Properties Inc., a real
estate investment trust organized by Alan I. Casden, purchased a 95.25% economic
interest in NAPICO. The current members of NAPICO's Board of Directors are
Charles H. Boxenbaum, Bruce E. Nelson and Alan I. Casden. LBI Group Inc. owns
all of the stock of Housing Programs Corporation II. CHIA is a limited
partnership formed under the California Limited Partnership Act and consists of
Messrs. Nicholas G. Ciriello, an unrelated individual, as general partner and
Charles H. Boxenbaum, as limited partner.

The Partnership holds limited partnership interests in 8 and 10 local limited
partnerships (referred herein as the "local" or "lower-tier" limited
partnerships) as of December 31, 2000 and 1999, respectively, after selling its
interests in 2 and 7 local limited partnerships, in 2000 and 1998, respectively.
As of December 31, 2000 and 1999, an affiliate of NAPICO holds a general
partnership interest in 3 and 5 of the local limited partnerships, respectively.
The remaining local partnerships general partners are unaffiliated with the
Partnership. Each of the local partnerships owns a low income housing project
which is subsidized and/or has a mortgage note payable to or insured by agencies
of the federal or local government.

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.

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"), which was
adopted in October 1997, provides for the restructuring of mortgage loans
insured by the FHA with respect to
<PAGE>   3

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 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 limited partnerships.

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


<PAGE>   4




During 2000, 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, 2000, of the projects owned by local 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, 2000

<TABLE>
<CAPTION>

                                                          Units Authorized
                                                             For Rental                                 Percentage of
                                      No. of              Assistance Under              Units            Total Units
Name and Location                      Units                  Section 8               Occupied            Occupied
-----------------                      -----              ----------------            --------           ---------
<S>                                   <C>                 <C>                         <C>               <C>
Cape LaCroix                            125                       0                      122                  98%
  Cape Girardeau, MO

Cloverdale                              100                     100                       94                  94%
  Crawfordsville, IN

Cloverleaf                               94                      94                       93                  99%
  Indianapolis, IN

Evergreen Apts                          330                     330                      319                  97%
  Oshtemo, MI

Jenny Lind Hall                          78                      78                       78                 100%
  Springfield, MO

Lancaster Heights                       198                       0                      191                  96%
  Normal, IL

Plaza Village                           228                     228                      222                  97%
  Woonsocket, RI

Walnut Towers                            78                      77                       78                 100%
                                     ------                    ----                    -----
  Winfield, KS


     TOTAL                            1,231                     907                    1,197                  97%
                                      =====                    ====                    =====
</TABLE>


<PAGE>   5
ITEM 2. PROPERTIES

Through its investments in local limited partnerships, the Partnership holds
interests in real estate properties.


ITEM 3. LEGAL PROCEEDINGS

On August 27, 1998, two investors holding an aggregate of eight units of limited
partnership interests in Real Estate Associates Limited III (an affiliated
partnership in which NAPICO is the managing general partner) and two investors
holding an aggregate of five units of limited partnership interest in Real
Estate Associates Limited VI (another affiliated partnership in which NAPICO is
the managing general partner) commenced an action in the United States District
Court for the Central District of California against the Partnership, NAPICO and
certain other affiliated entities. The complaint alleges that the defendants
breached their fiduciary duty to the limited partners of certain NAPICO managed
partnerships and made 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 the Operating Partnership
organized by an affiliate of NAPICO. The plaintiffs seek equitable relief, as
well as compensatory damages and litigation related costs. On August 4, 1999,
one investor holding one unit of limited partnership interest in the Partnership
commenced a virtually identical action in the United States District Court for
the Central District of California against the Partnership, NAPICO and certain
other affiliated entities.  The second action has been subsumed in the first
action, which has been certified as a class action. The managing general partner
of such NAPICO managed partnerships and the other defendants believe that the
plaintiff's claims are without merit and intend to contest the actions
vigorously.


As of December 31, 2000, NAPICO was a plaintiff or defendant in several
lawsuits. None of these suits are related to the Partnership.


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

In August 1998, a consent solicitation statement was sent to the limited
partners setting forth the terms and conditions of the purchase of the limited
partners' interests, held for investment by the Partnership, by the Operating
Partnership, together with certain amendments to the Partnership Agreement and
other disclosures of various conflicts of interest in connection with the
proposed transaction. Prior to the sale of the partnership interests in 1998,
the consents of the limited partners to the sale and amendments to the
Partnership Agreement were obtained.


PART II.

ITEM 5. MARKET FOR THE REGISTRANT'S PARTNERSHIP INTERESTS AND RELATED SECURITY
        HOLDER 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. Limited Partnership Interests may be
transferred only if certain requirements are satisfied. Currently, there are
2,750 registered holders of Limited Partnership Interests in the Partnership.
The Partnership has invested in certain government assisted projects under
programs which in many instances restrict the cash return available to project
owners. The Partnership was not designed to provide cash distributions to
investors in circumstances other than refinancing or dispositions of its
investments in limited partnerships. In March 1999, the Partnership made
distributions of $695,687 to the limited partners and $7,027 to the general
partners, which included using proceeds from the sale of the partnership
interests.

No other distributions have been made since the inception of the Partnership.


<PAGE>   6

ITEM 6. SELECTED FINANCIAL DATA:


<TABLE>
<CAPTION>

                                                                   Year Ended December 31,
                                   ----------------------------------------------------------------------------------------
                                       2000               1999               1998               1997               1996
                                   ------------       ------------       ------------       ------------       ------------
<S>                                <C>                <C>                <C>                <C>                <C>
Loss From Operations               $   (875,582)      $   (910,387)      $ (1,510,232)      $ (1,554,011)      $ (1,698,332)

Gain on Sale of Limited
   Partnership Interests                488,759                 --          5,398,913                 --                 --

Distribution From Limited
   Partnerships Recognized
   as Income                            146,765            821,124            489,499            468,618            387,721

Equity in Income (Loss)
   of Limited Partnerships
   and amortization of
   acquisition costs                         --                 --         (9,591,534)           367,144            142,894

Extraordinary gain - debt
   forgiveness                               --                 --                 --          2,149,096                 --
                                   ------------       ------------       ------------       ------------       ------------

Net Income (Loss)                  $   (240,058)      $    (89,261)      $ (5,213,354)      $  1,430,847       $ (1,167,717)
                                   ============       ============       ============       ============       ============

Net Income (Loss) per Limited
   Partner Interest                $        (19)      $         (7)      $       (417)      $        115       $        (93)
                                   ============       ============       ============       ============       ============



Total assets                       $    387,546       $    817,796       $  1,034,465       $ 14,571,452       $ 15,312,532
                                   ============       ============       ============       ============       ============

Investments in
   Limited Partnerships            $         --       $         --       $         --       $ 13,409,054       $ 14,364,056
                                   ============       ============       ============       ============       ============


Notes payable                      $  4,600,000       $  4,600,000       $  4,600,000       $  8,669,743       $ 10,169,743
                                   ============       ============       ============       ============       ============

Fees and Expenses Due to
   General Partners                $  1,097,089       $  1,730,608       $  1,355,519       $  1,562,552       $  1,317,044
                                   ============       ============       ============       ============       ============

</TABLE>

<PAGE>   7


ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS:

LIQUIDITY

The Partnership's primary sources of funds include interest income on money
market accounts and certificates of deposit and distributions from local
partnerships in which the Partnership has invested. It is not expected that any
of the local partnerships in which the Partnership has invested will generate
cash flow sufficient to provide for distributions to the Partnership's limited
partners in any material amount. The Partnership sold its interest in 7 local
limited partnerships on December 30, 1998, which resulted in cash proceeds to
the Partnership of $202,714. In March 1999, the Partnership distributed $695,687
to the limited partners and $7,027 to the general partners.

CAPITAL RESOURCES

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

The Partnership made its capital contributions to the local limited partnerships
in stages, over a period of two to five years, with each contribution due on a
specified date, provided that certain conditions regarding construction or
operation of the project were fulfilled. The Partnership has no further capital
commitments to the local limited partnerships.

RESULTS OF OPERATIONS

The Partnership was formed to provide various benefits to its partners as
discussed in Item 1. It is anticipated that the local limited partnerships in
which the Partnership has invested could produce tax losses for as long as 20
years. Tax benefits will decline over time as the advantages of accelerated
depreciation are greatest in the earlier years, as deductions for interest
expense will decrease as mortgage principal is amortized and as the Tax Reform
Act of 1986 limits the deductions available.

At December 31, 2000, the Partnership has investments in 8 limited partnerships,
all of which own housing projects that were substantially all rented. The
Partnership sold its interest in 2 and 7 local partnerships in December 2000 and
1998, respectively.  The Partnership, as a limited partner, is entitled to 99%
of the profits and losses of the local limited partnerships. 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. Equity in losses of
limited partnerships is recognized in the financial statements until the limited
partnership investment account is reduced to a zero balance. Losses incurred
after the limited partnership investment account is reduced to zero are not
recognized. Limited partners are not liable for losses beyond their contributed
capital.

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

The total losses from the local partnerships that were allocated to the
Partnership was approximately $202,000, $996,000 and $606,000 for the years
ended December 31, 2000, 1999 and 1998, respectively. However, because losses
incurred after the investment account is reduced to a zero balance are not
recognized, the Partnership recognized no equity in income of limited
partnerships for the years ended December 31, 2000 and 1999 and recognized
equity in income of $281,486 for the year ended December 31, 1998. In addition,
the loss recorded by the Partnership in 1998 includes impairment losses of
approximately $9,873,020 recognized to the carrying values of the investments in
certain local limited partnerships. The cumulative amount of the unrecognized
equity in losses of certain limited partnerships was approximately $8,231,000
and $15,382,000 as of December 31, 2000 and 1999, respectively.
<PAGE>   8

Distributions from the local limited partnerships in which the Partnership did
not have a positive investment balance were approximately $147,000, $821,000 and
$489,000 for the years ended December 31, 2000, 1999 and 1998,
respectively. These amounts were recognized as income on the accompanying
statements of operations, in accordance with the equity method of accounting.

As of December 31, 2000, 1999 and 1998, the Partnership has cash and cash
equivalents of $372,546, $817,796 and $831,751, respectively. Substantially all
of these amounts are on deposit primarily with high quality financial
institutions, earning interest. This resulted in the Partnership earning
approximately $20,000 and $56,000 in interest income for the years ended
December 31, 1999 and 1998, respectively. The amount of interest income varies
with market rates available on deposits and with the amount of funds available
for investment. Cash equivalents can be converted to cash to meet obligations of
the Partnership as they arise. The Partnership intends to continue investing
available funds in this manner.

A recurring partnership expense is the annual management fee. The fee is payable
to the General Partners of the Partnership and is calculated at .5 percent of
the Partnership's original remaining invested assets. The management fee is paid
to the General Partners for their continuing management of partnership affairs.
The fee is payable beginning with the month following the Partnership's initial
investment in a local limited partnership. Because of the decrease in invested
assets at the end of 1998 as a result of the sale of partnership interests,
management fees decreased from $492,960 for the year ended 1998, to $231,180,
$310,790 for the years ended December 31, 2000 and 1999, respectively.

The Partnership is obligated on non-recourse notes payable of $4,600,000 which
bear interest at 9.5 percent per annum and matured on December 31,1999. The
Partnership was relieved of notes payable in the amount of $4,069,743 in
connection the sale of the partnership interests to the Operating Partnership.
The notes and related interest are payable from cash flow generated from
operations of the related rental properties as defined in the notes. These
obligations are collateralized by the Partnership's investments in the limited
partnerships. Unpaid interest is due at maturity of the notes. Interest expense
totaled $437,000, $437,000 and $823,624 for 2000, 1999 and 1998, respectively.
Interest expense has decreased from 1998 due to the relief of notes payable in
1998.

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 generally consistent
and were $103,954, $93,124 and $124,902 for the years ended December 31, 2000,
1999 and 1998, respectively. General and administrative expenses were $103,798,
$89,302 and $128,108 for the years ended December 31, 2000, 1999 and 1998,
respectively. Included in general and administrative expenses are reimbursements
to NAPICO for certain expenses, which totaled approximately $20,000 for each of
the years ended December 31,2000, 1999 and 1998.  Also included in general and
administrative expenses in 1999 and 1998 is $17,962 and $37,556, respectively,
in expenses related to the third party review of the properties discussed below.
Accounts payable at December 31, 1998 includes $153,452 of such costs.

Revenues and expenses of the local limited partnerships decreased during the
year ended December 31, 2000 and 1999 as compared to 1998, as a result of the
sale of 7 partnership interests on December 30, 1998.

Total revenue for the local partnerships decreased from $16,839,000 for the year
ended December 31, 1998, to $7,569,000 and $10,322,000 for the years ended
December 31, 2000 and 1999, respectively.

Total expenses for the local partnerships decreased from $17,451,000 for the
year ended December 31, 1998, to $7,773,000 and $11,328,000 for the years ended
December 31, 2000 and 1999, respectively.

The total net loss for the local partnerships for 2000, 1999 and 1998 aggregated
$204,000, $1,006,000 and $612,000, respectively. The losses allocated to the
Partnership were $202,000, $996,000 and $606,000 for 2000, 1999 and 1998,
respectively.
<PAGE>   9


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"), which was
adopted in October 1997, 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.

As a result of the foregoing, the Partnership in 1997 undertook an extensive
review of disposition, refinancing or re-engineering alternatives for the
properties in which the limited partnerships have invested and are subject to
HUD mortgage and rental subsidy programs. The Partnership has incurred expenses
in connection with this review by various third party professionals, including
accounting, legal, valuation, structural and engineering costs, which amounted
to $37,556 and $5,540 for the years ended December 31, 1998 and 1997,
respectively, and are included in general and administrative expenses.

On December 30, 1998, the Partnership sold its limited partnership interests in
7 local limited partnerships, with a total carrying value of $3,691,082, to the
Operating Partnership. The sale resulted in proceeds to the Partnership of
$202,714 and a net gain of $5,398,913, after being relieved of notes and
interest payable of $9,172,563 and incurring selling costs of $285,282, most of
which are included in accounts payable at December 31, 1998. The cash proceeds
were held in escrow at December 31, 1998 and were received in 1999. In March
1999, the Partnership made cash distributions of $695,687 to the limited
partners and $7,027 to the general partners, which included using proceeds from
the sale of the partnership interests.

The Operating Partnership purchased such limited partner interests for cash,
which it raised in connection with a private placement of its equity securities.
The purchase was subject to, among other things, (i) the purchase of the general
partner interests in the local limited partnerships by the Operating
Partnership; (iii) the approval of HUD and certain state housing finance
agencies; and (iii) the consent of the limited partners to the sale of the local
limited partnership interests held for investment by the Partnership.

In August 1998, a consent solicitation statement was sent to the limited
partners setting forth the terms and conditions of the purchase of the limited
partners' interests held for investment by the Partnership, together with
certain amendments to the Partnership Agreement and other disclosures of various
conflicts of interest in connection with the
<PAGE>   10

proposed transaction. Prior to the sale of the partnership interests, the
consents of the limited partners to the sale and amendments to the Partnership
Agreement were obtained.

The Partnership, as a Limited Partner in the local partnerships in which it has
invested, is subject to the risks incident to the construction, 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.


ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.


ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA:

The Financial Statements and Supplementary Data are listed under Item 14.


ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE:

Not applicable.


<PAGE>   11


                            HOUSING PROGRAMS LIMITED
                       (a California limited partnership)

                              FINANCIAL STATEMENTS,
                          FINANCIAL STATEMENT SCHEDULES
                  AND REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
                                DECEMBER 31, 2000


<PAGE>   12


                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

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

We have audited the accompanying balance sheets of Housing Programs Limited (a
California limited partnership) as of December 31, 2000 and 1999, and the
related statements of operations, partners' deficiency and cash flows for each
of the three years in the period ended December 31, 2000. Our audits also
included the financial statement schedules listed in the index in Item 14. These
financial statements and financial statement schedules are the responsibility of
the management of the Partnership. Our responsibility is to express an opinion
on these financial statements and financial statement schedules based on our
audits. We did not audit the financial statements of certain limited
partnerships, the investments in which are reflected in the accompanying
financial statements using the equity method of accounting. The equity in loss
of these limited partnerships represents 5 percent of the total net loss of the
Partnership for the year ended December 31, 1998, and these limited partnerships
represent a substantial portion of the investee information in Note 2 and the
financial statement schedules. The financial statements of these limited
partnerships were audited by other auditors. Their reports have been furnished
to us and our opinion, insofar as it relates to the amounts included for these
limited partnerships, is based solely on the reports of the other auditors.

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

In our opinion, based on our audits and the reports of 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, 2000 and
1999, and the results of its operations and its cash flows for each of the three
years in the period ended December 31, 2000 in conformity with accounting
principles generally accepted in the United States of America. Also, in our
opinion, based on our audits and the reports of other auditors, such financial
statement schedules, when considered in relation to the basic financial
statements taken as a whole, present fairly in all material respects the
information set forth therein.

The accompanying financial statements have been prepared assuming that the
Partnership will continue as a going concern. As discussed in Note 3 to the
financial statements, the Partnership's recurring losses from operations,
partners' deficiency and past due notes and related accrued interest payable of
$11,051,861 raise substantial doubt about the Partnership's ability to continue
as a going concern. Management's plans concerning these matters are also
described in Note 3. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.


DELOITTE & TOUCHE LLP

Los Angeles, California
March 28, 2001


<PAGE>   13


                            HOUSING PROGRAMS LIMITED
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                                 BALANCE SHEETS

                           DECEMBER 31, 2000 AND 1999

                                     ASSETS

<TABLE>
<CAPTION>

                                                        2000               1999
                                                    ------------       ------------
  <S>                                               <C>                <C>
 INVESTMENTS IN LIMITED PARTNERSHIPS

     (Notes 1 and 2)                                $         --       $         --

 CASH AND CASH EQUIVALENTS (Note 1)                      372,546            817,796

 DUE FROM ESCROW (NOTE 2)                                 15,000
                                                    ------------       ------------

           TOTAL ASSETS                             $    387,546       $    817,796
                                                    ============       ============

LIABILITIES AND PARTNERS' DEFICIENCY

 LIABILITIES:
      Notes payable (Notes 3 and 7)                 $  4,600,000       $  4,600,000
      Accrued fees and expenses due general
          partners (Note 4)                            1,097,089          1,730,608
      Accrued interest payable (Notes 3 and 7)         6,451,861          6,014,861
      Accounts payable (Note 2)                           69,855             63,528
                                                    ------------       ------------

                                                      12,218,805         12,408,997
                                                    ------------       ------------



 COMMITMENTS AND CONTINGENCIES
     (Notes 2, 4 and 6)

 PARTNERS' DEFICIENCY:
      General partners                                  (369,060)          (366,659)
      Limited partners                               (11,462,199)       (11,224,542)
                                                    ------------       ------------

                                                     (11,831,259)       (11,591,201)
                                                    ------------       ------------
            TOTAL LIABILITIES AND PARTNERS'
                 DEFICIENCY                         $    387,546       $    817,796
                                                    ============       ============
</TABLE>



   The accompanying notes are an integral part of these financial statements.


<PAGE>   14

                            HOUSING PROGRAMS LIMITED
                       (a California limited partnership)

                            STATEMENTS OF OPERATIONS
              FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998

<TABLE>
<CAPTION>

                                                         2000              1999              1998
                                                     -----------       -----------       -----------
<S>                                                  <C>               <C>               <C>
INTEREST AND OTHER INCOME                            $       350       $    19,829       $    59,362
                                                     -----------       -----------       -----------

OPERATING EXPENSES:
     Management fees - general partner (Note 4)          231,180           310,790           492,960
     General and administrative (Note 4)                 103,798            89,302           128,108
     Legal and accounting                                103,954            93,124           124,902
     Interest (Note 3)                                   437,000           437,000           823,624
                                                     -----------       -----------       -----------

              Total operating expenses                   875,932           930,216         1,569,594
                                                     -----------       -----------       -----------

LOSS FROM OPERATIONS                                    (875,582)         (910,387)       (1,510,232)

GAIN ON SALE OF LIMITED PARTNERSHIP
     INTERESTS (Note 2)                                  488,759                --         5,398,913

DISTRIBUTIONS FROM LIMITED
     PARTNERSHIPS RECOGNIZED
     AS INCOME (Note 2)                                  146,765           821,124           489,499

EQUITY IN LOSS OF LIMITED PARTNERSHIPS
     AND AMORTIZATION OF ACQUISITION
     COSTS (Note 1 and 2)                                     --                --        (9,591,534)
                                                     -----------       -----------       -----------

NET LOSS                                             $  (240,058)      $   (89,263)      $(5,213,354)
                                                     ===========       ===========       ===========

NET LOSS PER LIMITED
     PARTNERSHIP INTEREST                            $       (19)      $        (7)      $      (417)
                                                     ===========       ===========       ===========
</TABLE>


   The accompanying notes are an integral part of these financial statements.


<PAGE>   15




                            HOUSING PROGRAMS LIMITED
                       (a California limited partnership)

                       STATEMENTS OF PARTNERS' DEFICIENCY
              FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998

<TABLE>
<CAPTION>

                                            General            Limited
                                            Partners           Partners            Total
                                          ------------       ------------       ------------
      <S>                                 <C>                <C>                <C>
      DEFICIENCY, January 1, 1998         $   (306,605)      $ (5,279,265)      $ (5,585,870)

           Net loss, 1998                      (52,134)        (5,161,220)        (5,213,354)
                                          ------------       ------------       ------------

      DEFICIENCY, December 31, 1998           (358,739)       (10,440,485)       (10,799,224)

           Distributions to partners            (7,027)          (695,687)          (702,714)

           Net loss, 1999                         (893)           (88,370)           (89,263)
                                          ------------       ------------       ------------

      DEFICIENCY, December 31, 1999           (366,659)       (11,224,542)       (11,591,201)

           Net loss, 2000                       (2,401)          (237,657)          (240,058)
                                          ------------       ------------       ------------

      DEFICIENCY, December 31, 2000       $   (369,060)      $(11,462,199)      $(11,831,259)
                                          ============       ============       ============
</TABLE>


   The accompanying notes are an integral part of these financial statements.


<PAGE>   16



                            HOUSING PROGRAMS LIMITED
                       (a California limited partnership)

                            STATEMENTS OF CASH FLOWS
              FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998

<TABLE>
<CAPTION>

                                                                               2000              1999              1998
                                                                            -----------       -----------       -----------
<S>                                                                         <C>               <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
      Net  loss                                                             $  (240,058)      $   (89,263)      $(5,213,354)
      Adjustments to reconcile net loss to net
         cash provided by (used in) operating activities:
             Gain on sale of partnership interests                             (488,759)               --        (5,398,913)
             Equity in loss of limited partnerships                                  --                --         9,559,407
             Amortization of acquisition costs                                       --                --            32,127
             Increase in accrued interest payable                               437,000           437,000           759,509
             (Decrease) increase in accrued fees and
                expenses due general partners                                  (633,519)          375,089          (207,033)
             Due from escrow                                                    (15,000)               --                --
             Increase (decrease) in accounts payable                              6,327          (236,781)          296,454
                                                                            -----------       -----------       -----------

                   Net cash (used in) provided by operating activities         (934,009)          486,045          (171,803)
                                                                            -----------       -----------       -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
      Costs related to the sale of partnership interests                             --                --          (285,282)
      Capital contributions to limited partnerships                                  --                --          (556,697)
      Distributions from limited partnerships
         recognized as a return of capital                                           --                --           683,135
      Proceeds from sale of limited partnership interests                            --           202,714                --
                                                                            -----------       -----------       -----------

                  Net cash provided by (used in) investing activities           488,759           202,714          (158,844)
                                                                            -----------       -----------       -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
      Distributions to partners                                                 488,759          (702,714)               --
                                                                            -----------       -----------       -----------

NET DECREASE IN CASH
      AND CASH EQUIVALENTS                                                     (445,250)          (13,955)         (330,647)

CASH AND CASH EQUIVALENTS,
      beginning of year                                                         817,796           831,751         1,162,398
                                                                            -----------       -----------       -----------
CASH AND CASH EQUIVALENTS,
      end of year                                                           $   372,546       $   817,796       $   831,751
                                                                            ===========       ===========       ===========

SUPPLEMENTAL DISCLOSURE OF
   CASH FLOW INFORMATION
        Cash paid during the year for interest                              $        --       $        --       $    64,113
                                                                            ===========       ===========       ===========

SUPPLEMENTAL SCHEDULE OF NON-CASH
   INVESTING AND FINANCING ACTIVITIES
        See Note 2 to financial statements regarding
        notes and interest payable
</TABLE>

   The accompanying notes are an integral part of these financial statements.


<PAGE>   17


                            HOUSING PROGRAMS LIMITED
                       (a California limited partnership)

                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2000


1.        Summary of Significant Accounting Policies

          Organization

          Housing Programs Limited (the "Partnership"), formed under the
          California Uniform Limited Partnership Act, was organized 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), and
          Coast Housing Investment Associates (CHIA), a limited partnership and
          Housing Programs Corporation II. The business of the Partnership is
          conducted primarily by its general partners.

          Prior to December 30, 1998, NAPICO was a wholly owned subsidiary of
          Casden Investment Corporation ("CIC"), which is wholly owned by Alan
          I. Casden. On December 30, 1998, Casden Properties Operating
          Partnership, L.P., (the "Operating Partnership") a majority owned
          subsidiary of Casden Properties Inc., a real estate investment trust
          organized by Alan I. Casden, purchased a 95.25% economic interest in
          NAPICO. The limited partner of CHIA is an officer of NAPICO.

          The Partnership offered and issued 6,184 units of limited partnership
          interests through a public offering. Each unit was comprised of two
          limited partnership interests and one warrant, which entitled the
          investor two additional limited partnership interests. An additional
          6,184 of interests were issued from the exercise of warrants and the
          sale of interests associated with warrants not exercised. The general
          partners have a 1 percent interest in profits and losses of the
          Partnership. The limited partners have the remaining 99 percent
          interest in proportion to their respective investments.

          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


<PAGE>   18
                            HOUSING PROGRAMS LIMITED
                       (a California limited partnership)

                    NOTES TO FINANCIAL STATEMENTS(CONTINUED)
                                DECEMBER 31, 2000

1.        Summary of Significant Accounting Policies (Continued)

          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.

          On December 30, 1998, the Partnership sold its limited partnership
          interests in 7 local limited partnerships for net proceeds of $202,714
          to the Operating Partnership.

          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 of America requires
          management to make estimates and assumptions that affect the reported
          amounts of assets and liabilities and disclosure of contingent assets
          and liabilities at the date of the financial statements and reported
          amounts of revenues and expenses during the reporting period. Actual
          results could differ from those estimates.

          Method of Accounting for Investments in Limited Partnerships

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

          Net Loss Per Limited Partnership Interest

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



<PAGE>   19
                            HOUSING PROGRAMS LIMITED
                       (a California limited partnership)

                    NOTES TO FINANCIAL STATEMENTS(CONTINUED)
                                DECEMBER 31, 2000


1.        Summary of Significant Accounting Policies (Continued)

          Cash and Cash Equivalents

          Cash and cash equivalents consist of cash and bank certificates of
          deposit with an original maturity of three months or less. The
          Partnership has its cash and cash equivalents on deposit with high
          quality financial institutions. Such cash and cash equivalents are in
          excess of FDIC insurance limit.

          Impairment of Long-Lived Assets

          The Partnership reviews 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. During 1998, the Partnership recognized an impairment
          loss of $9,873,020 related to certain investments in local limited
          partnerships, which has been included in equity in loss of limited
          partnerships.

2.        Investments in Limited Partnerships

          The Partnership holds limited partnership interests in 8 and 10
          limited partnerships as of December 31, 2000 and 1999, respectively,
          after selling its interests in 2 and 7 limited partnerships in 2000
          and 1998, respectively. The limited partnerships own residential low
          income rental projects consisting of 1231 apartment units. The
          mortgage loans of these projects are payable to or insured by various
          governmental agencies.

          The Partnership, as a limited partner, is entitled to 99 percent of
          the profits and losses of the limited partnerships.

          Equity in losses of limited partnerships is recognized in the
          financial statements until the limited partnership investment account
          is reduced to a zero balance. Losses incurred after the investment
          account is reduced to zero are not recognized. The cumulative amount
          of unrecognized equity in losses of certain limited partnerships was
          approximately $8,231,000 and $15,382,000 as of December 31, 2000 and
          1999, respectively.

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


<PAGE>   20

                            HOUSING PROGRAMS LIMITED
                       (a California limited partnership)

                    NOTES TO FINANCIAL STATEMENTS(CONTINUED)
                                DECEMBER 31, 2000

2.        Investments in Limited Partnerships (Continued)

          The Partnership has not carrying value in investments in limited
          partnerships as of December 31, 2000 and 1999.

          The difference between the investment per the accompanying balance
          sheets at December 31, 2000 and 1999, 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.

          Selected financial information from the combined financial statements
          of the limited partnerships at December 31, 2000 and 1999 and for each
          of the three years in the period ended December 31, 2000 is as
          follows:

                                 Balance Sheets
<TABLE>
<CAPTION>

                                           2000           1999
                                         --------       --------
                                              (in thousands)

<S>                                      <C>            <C>
Land and buildings, net                  $ 17,881       $ 29,567
                                         ========       ========

Total assets                             $ 32,287       $ 44,197
                                         ========       ========

Mortgages payable                        $ 17,718       $ 27,953
                                         ========       ========

Total liabilities                        $ 33,512       $ 52,534
                                         ========       ========

Deficit of Housing Programs Limited      $ (1,016)      $ (8,019)
                                         ========       ========

Deficit of other partners                $   (209)      $   (318)
                                         ========       ========
</TABLE>


<PAGE>   21


                            HOUSING PROGRAMS LIMITED
                       (a California limited partnership)

                    NOTES TO FINANCIAL STATEMENTS(CONTINUED)
                                DECEMBER 31, 2000

2.        Investments in Limited Partnerships (Continued)

                            Statements of Operations
<TABLE>
<CAPTION>


                                              2000           1999           1998
                                            --------       --------       --------
                                                        (in thousands)
<S>                                         <C>            <C>            <C>
Total revenues                              $  7,569       $ 10,322       $ 16,839
                                            ========       ========       ========

Interest expense                            $    967       $  1,751       $  3,251
                                            ========       ========       ========

Depreciation                                $  1,449       $  2,067       $  3,363
                                            ========       ========       ========

Total expenses                              $  7,773       $ 11,328       $ 17,451
                                            ========       ========       ========

Net loss                                    $   (204)      $ (1,006)      $   (612)
                                            ========       ========       ========

Net loss allocable to Housing Programs
     Limited                                $   (202)      $   (996)      $   (606)
                                            ========       ========       ========
</TABLE>

          During the year ended December 31, 2000, the Partnership sold its
          interest in two limited partnerships for a net payment of $488,759.
          The Partnership recognized a gain of $488,759 from the sale because it
          had no investment balance related to these partnerships.  In January
          2001, the Partnership sold its interest in the Walnut Towers property
          for a net payment and gain of $65,000.  At December 31, 20000, the
          Partnership had a deposit in escrow of $15,000 related to this sale,
          which was also collected in January 2001.

          Prior to the sale of certain partnership interests on December 30,
          1998, an affiliate of NAPICO was the general partner in 10 of the
          limited partnerships included above, and another affiliate of NAPICO
          received property management fees of approximately 5 to 6 percent of
          revenues from 4 of these partnerships. Subsequent to the sale of
          certain partnership interests, NAPICO is the general partner in three
          and five of the limited partnerships at December 2000 and 1999, and
          another affiliate manages one of the limited partnership's property.
          The affiliate received property management fees of $65,494, $57,228
          and $187,166 in 2000, 1999 and 1998, respectively. The following sets
          forth the significant data for the partnerships in which an affiliate
          of NAPICO is currently the general partner, reflected in the
          accompanying financial statements using the equity method of
          accounting:


<PAGE>   22
                            HOUSING PROGRAMS LIMITED
                       (a California limited partnership)

                    NOTES TO FINANCIAL STATEMENTS(CONTINUED)
                                DECEMBER 31, 2000


2.        Investments in Limited Partnerships (Continued)

<TABLE>
<CAPTION>

                                              2000           1999           1998
                                            --------       --------       --------
                                                        (in thousands)
<S>                                         <C>            <C>            <C>
Total assets                                $  6,179       $ 18,210
                                            ========       ========

Total liabilities                           $ 12,608       $ 31,407
                                            ========       ========

Deficiency of Housing Programs Limited      $ (6,287)      $(12,949)
                                            ========       ========

Deficiency of other partners                $   (142)      $   (248)
                                            ========       ========

Total revenue                               $  1,857       $  4,719       $  8,383
                                            ========       ========       ========

Net loss                                    $   (652)      $ (1,502)      $   (616)
                                            ========       ========       ========
</TABLE>


          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"), which was
          adopted in October 1997, 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.


<PAGE>   23
                            HOUSING PROGRAMS LIMITED
                       (a California limited partnership)

                    NOTES TO FINANCIAL STATEMENTS(CONTINUED)
                                DECEMBER 31, 2000


2.        Investments in Limited Partnerships (Continued)

          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.

          As a result of the foregoing, the Partnership, in 1997, commenced an
          extensive review of disposition, refinancing or re-engineering
          alternatives for the properties in which the limited partnerships have
          invested and are subject to HUD mortgage and rental subsidy programs.
          The Partnership has incurred expenses in connection with this review
          by various third party professionals, including accounting, legal,
          valuation, structural and engineering costs, which amounted to $17,962
          and $37,556 for the years ended December 31, 1999 and 1998,
          respectively, and are included in general and administrative expenses.
          Accounts payable at December 31, 1998 includes $153,452 of such costs.

          On December 30, 1998, the Partnership sold its limited partnership
          interests in 7 local limited partnerships, with a total carrying value
          of $3,691,082, to the Operating Partnership. The sale resulted in
          proceeds to the Partnership of $202,714 and a net gain of $5,398,913,
          after being relieved of notes and interest payable of $9,172,563 and
          incurring selling costs of $285,282, most of which are included in
          accounts payable at December 31, 1998. The cash proceeds were held in
          escrow at December 31, 1998 and were received in 1999. In March 1999,
          the Partnership made cash distributions of $695,687 to the limited
          partners and $7,027 to the general partners, which included using
          proceeds from the sale of the partnership interests.

          The Operating Partnership purchased such limited partner interests for
          cash, which it raised in connection with a private placement of its
          equity securities. The purchase was subject to, among other things,
          (i) the purchase of the general partner interests in the local limited
          partnerships by the Operating Partnership; (ii) the approval of HUD
          and certain state housing finance agencies; and (iii) the consent of
          the limited partners to the sale of the local limited partnership
          interests held for investment by the Partnership.



<PAGE>   24
                            HOUSING PROGRAMS LIMITED
                       (a California limited partnership)

                    NOTES TO FINANCIAL STATEMENTS(CONTINUED)
                                DECEMBER 31, 2000

2.        Investments in Limited Partnerships (Continued)

          In August 1998, a consent solicitation statement was sent to the
          limited partners setting forth the terms and conditions of the
          purchase of the limited partners' interests held for investment by the
          Partnership, together with certain amendments to the Partnership
          Agreement and other disclosures of various conflicts of interest in
          connection with the proposed transaction. Prior to the sale of the
          partnership interests, the consents of the limited partners to the
          sale and amendments to the Partnership Agreement were obtained.

3.        Notes Payable

          Certain of the Partnership's investments involved purchases of
          partnership interests from partners who subsequently withdrew from the
          operating partnership. The Partnership is obligated for non-recourse
          notes payable of $4,600,000 to the sellers of the partnership
          interests, bearing interest at 9.5 percent. The Partnership was
          relieved of notes payable in the amount of $4,069,743 in connection
          with the sale of the partnership interests to the Operating
          Partnership in 1998. The notes matured in December 1999. These
          obligations and the related interest are collateralized by the
          Partnership's investment in the investee limited partnerships and are
          payable only out of cash distributions from the investee partnerships,
          as defined in the notes. Unpaid interest is due at maturity of the
          notes.

          Notes payable and related accrued interest payable aggregating
          $11,051,861 as of December 31, 2000 become payable on December 31,
          2000. The Partnership has not made any payments and is in default
          under the terms of the notes. Due to the Partnership's lack of cash
          and partners' deficiency, there is substantial doubt about its ability
          to make these payments, which would result in the possible foreclosure
          of the investments in the local limited partnerships. As a result,
          there is substantial doubt about the Partnerships' ability to continue
          as a going concern.

          Management is in process of attempting to negotiate extensions of the
          maturity dates on the notes payable.



<PAGE>   25
                            HOUSING PROGRAMS LIMITED
                       (a California limited partnership)

                    NOTES TO FINANCIAL STATEMENTS(CONTINUED)
                                DECEMBER 31, 2000

4.        Fees and Expenses Due General Partners

          Under the terms of the Restated Certificate and Agreement of the
          Limited Partnership, the Partnership is obligated to the general
          partners for an annual asset management fee equal to .5% of the
          original remaining invested assets of the 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
          limited partnerships.

          The Partnership reimburses NAPICO for certain expenses.  The
          reimbursement to NAPICO was approximately $20,000 for each of the
          years ended December 31, 2000, 1999 and 1998, and is included in
          general administrative expenses.  As of December 31, 2000, the fees
          and expenses due the general partners exceeded the Partnership's
          cash. The general partners, during the forthcoming year, will not
          demand payment of amounts due in excess of such cash or such that
          the Partnership would not have sufficient operating cash; however,
          the Partnership will remain liable for all such amounts.

5.        Income Taxes

          No provision has been made for income taxes in the accompanying
          financial statements since such taxes, if any, are the liability of
          the individual partners. The major differences in tax and financial
          reporting result from the use of different bases and depreciation
          methods for the properties held by the limited partnerships.
          Differences in tax and financial reporting also arise as losses are
          not recognized for financial reporting purposes when the investment
          balance has been reduced to zero or to a negative amount equal to
          further capital contributions required.

6.        Contingencies

          On August 27, 1998, two investors holding an aggregate of eight units
          of limited partnership interests in Real Estate Associates Limited III
          (an affiliated partnership in which NAPICO is the managing general
          partner) and two investors holding an aggregate of five units of
          limited partnership interest in Real Estate Associates Limited VI
          (another affiliated partnership in which NAPICO is the managing
          general partner) commenced an action in the United States District
          Court for the Central District of California against the Partnership,
          NAPICO and certain other affiliated entities. The complaint alleges
          that the defendants breached their fiduciary duty to the limited
          partners of certain NAPICO managed partnerships and made 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 the Operating Partnership
          organized by an affiliate of NAPICO. The plaintiffs seek equitable
          relief, as well as compensatory damages and litigation related costs.
          On August 4, 1999, one investor holding one unit of limited
          partnership interest in the Partnership commenced a



<PAGE>   26
                            HOUSING PROGRAMS LIMITED
                       (a California limited partnership)

                    NOTES TO FINANCIAL STATEMENTS(CONTINUED)
                                DECEMBER 31, 2000

6.        Contingencies (Continued)

          virtually identical action in the United States District Court for the
          Central District of California against the Partnership, NAPICO and
          certain other affiliated entities. The second action has been subsumed
          in the first action, which has been certified as a class action. The
          managing general partner of such NAPICO managed partnerships and the
          other defendants believe that the plaintiffs' claims are without merit
          and intend to contest the actions vigorously.

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

7.        Fair Value of Financial Instruments

          Statement of Financial Accounting Standards No. 107, "Disclosure about
          Fair Value of Financial Instruments," requires disclosure of fair
          value information about financial instruments, when it is practicable
          to estimate that value. The notes payable are collateralized by the
          Partnership's investments in investee limited partnerships, which
          account for the Partnership's primary source of revenues, are subject
          to various government rules, regulations and restrictions which make
          it impracticable to estimate the fair value of the notes and related
          accrued interest payable. It is impracticable to estimate the fair
          value of the amounts due general partner due to their related party
          nature. The carrying amount of other assets and liabilities reported
          on the balance sheets that require such disclosure approximates fair
          value due to their short-term maturity.

8.        Fourth-Quarter Adjustment

          The Partnership's policy is to record its equity in the loss of
          limited partnerships on a quarterly basis using estimated financial
          information furnished by the various local operating general partners.
          The equity in (loss) income of limited partnerships reflected in the
          accompanying financial statements is based primarily upon audited
          financial statements of the investee limited partnerships.


<PAGE>   27


                                                                        SCHEDULE


                            HOUSING PROGRAMS LIMITED
                       INVESTMENTS IN LIMITED PARTNERSHIPS
              FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
<TABLE>
<CAPTION>

                                                           Year Ended December 31, 2000
                         --------------------------------------------------------------------------------------------------------
                                                                Cash
                            Balance                            Distri-                                               Balance
                            January           Capital          butions          Equity in                            December
Limited Partnerships        1, 2000         Contributions     Received         Income/(Loss)        Sale             31, 2000
                         ---------------   --------------   --------------    --------------   ---------------    ---------------
<S>                      <C>               <C>              <C>               <C>              <C>                <C>
Cape La Croix            $                 $                $                 $                $                  $

Cloverdale

Cloverleaf

Evergreen Apts.

Jenny Lind Hall

Lancaster Heights

Plaza Village

Walnut Towers
                         ---------------   --------------   ---------------   --------------   ---------------    ---------------
                         $                 $                $                 $                $                  $
                         ===============   ==============   ===============   ==============   ===============    ===============
</TABLE>


<PAGE>   28


                                                                      SCHEDULE
                                                                     (CONTINUED)

                            HOUSING PROGRAMS LIMITED
                       INVESTMENTS IN LIMITED PARTNERSHIPS
              FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998

<TABLE>
<CAPTION>

                                                           Year Ended December 31, 1999
                         --------------------------------------------------------------------------------------------------------
                                                                Cash
                            Balance                            Distri-                                               Balance
                            January           Capital          butions          Equity in                            December
Limited Partnerships        1, 1999         Contributions     Received         Income/(Loss)        Sale             31, 1999
                         ---------------   --------------   --------------    --------------   ---------------    ---------------
<S>                      <C>               <C>              <C>               <C>              <C>                <C>
Cape La Croix            $                 $                $                 $                $                  $


Cloverdale

Cloverleaf                                         24,899          (24,899)                                                    --

Evergreen Apts.

Jenny Lind Hall

Lancaster Heights

Midpark Towers

Plaza Village

Santa Fe Towers                                    72,808          (72,808)                                                    --

Walnut Towers
                         ---------------   --------------   --------------    --------------   ---------------    ---------------
                         $                 $       97,707   $      (97,707)   $                $                  $            --
                         ===============   ==============   ==============    ==============   ===============    ===============
</TABLE>

<PAGE>   29

                                                                      SCHEDULE
                                                                     (CONTINUED)

                            HOUSING PROGRAMS LIMITED
                       INVESTMENTS IN LIMITED PARTNERSHIPS
              FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998

<TABLE>
<CAPTION>

                                                                Year Ended December 31, 1998
                        -----------------------------------------------------------------------------------------------------------
                                                                  Cash
                           Balance                                Distri-                                               Balance
                           January            Capital             butions         Equity in                             December
Limited Partnerships       1, 1998         Contributions         Received       Income/(Loss)          Sale             31, 1998
--------------------    -------------      -------------       -------------    -------------      -------------      -------------
<S>                     <C>                <C>                 <C>              <C>                <C>                <C>
Bannock Arms            $     615,775      $                   $                $      68,680      $    (684,455)     $          --

Berkeley Gardens              288,107                                                 (90,957)          (197,150)                --

Cape La Croix                                      2,237              (2,237)                                                    --

Cloverdale                                        29,843             (29,843)                                                    --

Cloverleaf                                        95,763             (95,763)                                                    --

Evergreen Apts              9,181,872                                (77,702)      (9,104,170)                                   --

Friendship Arms             2,055,500                                (35,039)         (98,171)        (1,922,290)                --

Jenny Lind Hall

Lancaster Heights                                 21,858             (21,858)                                                    --

Locust House*                                    979,769             (16,897)         (78,885)          (883,987)                --

Midpark Towers                                   236,732            (236,732)                                                    --

Oxford Towers*                                     3,200                                                  (3,200)                --

Plaza Village                 288,031                                                (288,031)                                   --

Round Barn Manor*

Santa Fe Towers                                   87,818             (87,818)                                                    --

Walnut Towers                                     48,005             (48,005)                                                    --

Westwood Terrace*                                 31,241             (31,241)                                                    --
                        -------------      -------------       -------------    -------------      -------------      -------------

                        $  13,409,054      $     556,697       $    (683,135)   $  (9,591,534)     $  (3,691,082)     $          --
                        =============      =============       =============    =============      =============      =============
</TABLE>

<PAGE>   30

                                                                      SCHEDULE
                                                                     (CONTINUED)


                            HOUSING PROGRAMS LIMITED
                       INVESTMENTS IN LIMITED PARTNERSHIPS
                               FOR THE YEARS ENDED
                        DECEMBER 31, 2000, 1999 AND 1998


NOTES:    1.        Equity in income (losses) of the limited partnerships
                    represents the Partnership's allocable share of the net
                    income (loss) from the limited partnerships for the year.
                    Equity in losses of the limited partnerships will be
                    recognized until the investment balance is reduced to zero
                    or below zero to an amount equal to future capital
                    contributions to be made by the Partnership.

          2.        Cash distributions from the limited partnerships will be
                    treated as a return on the investment and will reduce the
                    investment balance until such time as the investment is
                    reduced to an amount equal to additional contributions.
                    Distributions subsequently received will be recognized as
                    income.


<PAGE>   31

                            HOUSING PROGRAMS LIMITED                SCHEDULE III
                    REAL ESTATE AND ACCUMULATED DEPRECIATION
                 OF PROPERTY HELD BY LOCAL LIMITED PARTNERSHIPS
                         IN WHICH H P L HAS INVESTMENTS
                                DECEMBER 31, 2000


<TABLE>
<CAPTION>

                                                                          Buildings, Furnishings
                                                                              and Equipment
                               Number         Outstanding                    Amount Carried
                                 of            Mortgage                        at Close of                        Accumulated
Partnership/Location            Apts.            Loan             Land            Period            Total         Depreciation
                             -----------      -----------      -----------      -----------      -----------      ------------
<S>                          <C>              <C>              <C>         <C>                   <C>              <C>
Jenny Lind Hall                       78      $   672,328      $    32,000      $   886,202      $   918,202      $   169,402
     Springfield, MO
Lancaster Heights                    198        1,881,930          200,000        4,901,938        5,101,938        2,593,036
     Normal, IL
Walnut Towers                         78        1,306,552           85,229        3,056,802        3,142,031        1,688,800
     Winfield, KS
Cape La Croix                        125        1,213,030          169,000        2,484,615        2,653,615        1,408,111
     Cape Girardeau, MO
Cloverdale                           100          871,140          100,000        2,051,596        2,151,596        1,155,077
     Crawfordsville, IN
Cloverleaf                            94          804,940          123,000        1,927,274        2,050,274        1,090,981
     Indianapolis, IN
Evergreen Apts                       330        7,948,474          617,369       15,694,782       16,312,151        8,200,143
     Oshtemo, MI
Plaza Village                        228        3,019,405          369,700        7,199,237        7,568,937        5,712,078
     Woonsocket, RI
                             -----------      -----------      -----------      -----------      -----------      -----------

                                   1,231      $17,717,799      $ 1,696,298      $38,202,446      $39,898,744      $22,017,628
                             ===========      ===========      ===========      ===========      ===========      ===========
</TABLE>

<PAGE>   32




                                                                  SCHEDULE III
                                                                   (Continued)


                            HOUSING PROGRAMS LIMITED
              REAL ESTATE AND ACCUMULATED DEPRECIATION OF PROPERTY
                       HELD BY LOCAL LIMITED PARTNERSHIPS
                          IN WHICH HPL HAS INVESTMENTS
                                DECEMBER 31, 2000


NOTES:    1.        Each local limited partnership has developed, owns and
                    operates the housing project. Substantially all project
                    costs, including construction period interest expense, were
                    capitalized by the local limited partnerships.

          2.        Depreciation is provided for by various methods over the
                    estimated useful lives of the projects. The estimated
                    composite useful lives of the buildings are from 25 to 40
                    years.


          3.        Investments in property and equipment - limited
                    partnerships:

<TABLE>
<CAPTION>

                                                    Buildings,
                                                   Furnishings,
                                                       And
                                    Land            Equipment            Total
                                ------------       ------------       ------------
<S>                             <C>               <C>                <C>
Balance, January 1, 1998           3,924,878         93,032,611         96,957,489

Net additions in 1998                     --          1,005,225          1,005,225

Sale of Properties                (1,300,263)       (34,280,580)       (35,580,843)
                                ------------       ------------       ------------

Balance, December 31, 1998         2,624,615         59,757,256         62,381,871

Net additions in 1999                (79,000)        (1,492,643)        (1,571,643)
                                ------------       ------------       ------------

Balance, December 31, 1999         2,545,615         58,264,613         60,810,228

Net additions in 2000                201,364            201,364

Sale of Properties                  (849,317)       (20,263,531)       (21,112,848)
                                ------------       ------------       ------------

Balance, December 31, 2000      $  1,696,298       $ 38,202,446       $ 39,898,744
                                ============       ============       ============
</TABLE>


<PAGE>   33

                                                                   SCHEDULE III
                                                                     (CONTINUED)


                            HOUSING PROGRAMS LIMITED
              REAL ESTATE AND ACCUMULATED DEPRECIATION OF PROPERTY
                       HELD BY LOCAL LIMITED PARTNERSHIPS
                          IN WHICH HPL HAS INVESTMENTS
                                DECEMBER 31, 2000

<TABLE>
<CAPTION>


                                 Buildings,
                                Furnishings,
                                    And
                                 Equipment
                                ------------
<S>                             <C>
Accumulated Depreciation:

Balance, January 1, 1998        $ 45,808,298

Net additions for 1998             3,281,218

Sale of Properties               (18,630,725)
                                ------------

Balance, December 31, 1998        30,458,791

Net additions for 1999               784,752
                                ------------

Balance, December 31, 1999        31,243,543

Net additions for 2000             1,433,029

Sale of Properties               (10,658,944)
                                ------------

Balance, December 31, 2000      $ 22,017,628
                                ============
</TABLE>


<PAGE>   34

PART III.

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT:

HOUSING PROGRAMS LIMITED (the "Partnership") has no directors or executive
officers of its own.

The general partners of the Partnership are National Partnership Investments
Corp. ("NAPICO"), Coast Housing Investments Associates (an affiliate of NAPICO)
and Housing Programs Corporation II. Prior to December 30, 1998, NAPICO was a
wholly owned subsidiary of Casden Investment Corporation ("CIC"), which is
wholly owned by Alan I. Casden. On December 30, 1998, Casden Properties
Operating Partnership, L.P., (the "Operating Partnership") a majority owned
subsidiary of Casden Properties Inc., a real estate investment trust organized
by Alan I. Casden, purchased a 95.25% economic interest in NAPICO. Housing
Programs Corporation II is a wholly-owned subsidiary of LB I Group Inc. The
following biographical information is presented for the directors and executive
officers of NAPICO and officers of Housing Programs Corporation II with
principal responsibility for the Partnership's affairs.

CHARLES H. BOXENBAUM, 71, Chairman of the Board of Directors and Chief Executive
Officer of NAPICO.

Mr. Boxenbaum has been associated with NAPICO since its inception. He has been
active in the real estate industry since 1960, and prior to joining NAPICO was a
real estate broker with the Beverly Hills firm of Carl Rhodes Company. Mr.
Boxenbaum has been a member of the Board of Directors of Casden Properties Inc.
since 1998.

Mr. Boxenbaum has been a guest lecturer at national and state realty
conventions, certified properties exchanger's seminars, Los Angeles Town Hall,
National Association of Home Builders, International Council of Shopping
Centers, Society of Conventional Appraisers, California Real Estate Association,
National Institute of Real Estate Brokers, Appraisal Institute, various mortgage
banking seminars, and the North American Property Forum held in London, England.
He is one of the founders and a past director of the First Los Angeles Bank,
organized in November 1974. Since March 1995, Mr. Boxenbaum has served on the
Board of Directors of the National Housing Council. Mr. Boxenbaum received his
Bachelor of Arts degree from the University of Chicago.

BRUCE E. NELSON, 49, President, Chief Operating Officer and a director of
NAPICO.

Mr. Nelson joined NAPICO in 1980 and became President in February 1989. He is
responsible for the operations of all NAPICO sponsored limited partnerships.
Prior to that he was primarily responsible for the securities aspects of the
publicly offered real estate investment programs. Mr. Nelson is also involved in
the identification, analysis, and negotiation of real estate investments. Mr.
Nelson is a member of the Board of Directors of Casden Properties Inc. and is a
Director of the Affordable Housing Tax Credit Coalition.

From February 1979 to October 1980, Mr. Nelson held the position of Associate
General Counsel at Western Consulting Group, Inc., private residential and
commercial real estate syndicators. Prior to that time, Mr. Nelson was engaged
in the private practice of law in Los Angeles. Mr. Nelson received his Bachelor
of Arts degree from the University of Wisconsin and is a graduate of the
University of Colorado School of Law. He is a member of the State Bar of
California and is a licensed real estate broker in California and Texas.

ALAN I. CASDEN, 55, Chairman of the Board of Directors and Chief Executive
Officer of Casden Properties Inc., a director and member of the audit committee
of NAPICO, and chairman of the Executive Committee of NAPICO.

Mr. Casden has been involved in approximately $3 billion of real estate
financings and sales and has been responsible for the development and
construction of more than 12,000 apartment units and 5,000 single-family homes
and condominiums.
<PAGE>   35

Mr. Casden is a member of the American Institute of Certified Public Accountants
and of the California Society of Certified Public Accountants. Mr. Casden is a
member of the advisory board of the National Multi-Family Housing Conference,
the Multi-Family Housing Council, the President's Council of the California
Building Industry Association and the Urban Land Institute. He also serves on
the Board of Trustees of the University of Southern California. He holds a
Bachelor of Science degree and a Masters in Business Administration degree from
the University of Southern California.

BRIAN H. SHUMAN, 38, Vice President and Chief Financial Officer.

Mr. Shuman joined NAPICO in 2000, and is responsible for the financial affairs
of NAPICO, as well as the limited partnerships sponsored by it. From 1996 until
joining NAPICO in August 2000, Mr. Shuman was Vice President - Finance for
Preferred Health Management Inc., the largest provider of worker compensation
diagnostic imaging services in California formed in 1996, and was responsible
for establishing and managing the accounting, billing, collection , treasury and
financial reporting departments. From 1994 to 1996, he was the Controller for
DVI Business Credit Corporation, which provides asset based lending to a wide
range of health concerns. From 1985 to 1994, Mr. Shuman served in senior
management positions, as a director or manager of finance, a portfolio tax
analyst, and a senior accountant/tax consultant. He holds a Bachelor of Arts
degree in economics and accounting from the University of Maryland. Mr. Shuman
is a Certified Public Accountant and is a member of American Institute of
Certified Public Accountants and the California Society of Public Accountants.

PATRICIA W. TOY, 71, Senior Vice President - Communications and Assistant
Secretary.

Mrs. Toy joined NAPICO in 1977, following her receipt of an MBA from the
Graduate School of Management, UCLA. From 1952 to 1956, Mrs. Toy served as a
U.S. Naval Officer in communications and personnel assignments. She holds a
Bachelor of Arts Degree from the University of Nebraska.

JEFFREY H. SUSSMAN, 34, Senior Vice President, General Counsel and Secretary.

Mr. Sussman joined NAPICO in 1998, and is responsible for the legal affairs of
NAPICO and its affiliates. He is also the President of NPEI and a member of the
preliminary investment committee. Prior to joining NAPICO in April 1998, Mr.
Sussman was an associate with the law firm of Rus, Miliband, Williams & Smith in
Irvine, California. His practice emphasized real estate finance and insolvency
law and included the representation of borrowers, lenders, and court-appointed
trustees in matters involving apartment complexes, retail centers and hotels.
Mr. Sussman received a Bachelor of Arts degree from the University of
California, Berkeley and Juris Doctor and Master in Business Administration
degrees from the University of Southern California. He is a member of the State
Bar of California, and holds Series 22, 39 and 63 licenses issued by the
National Association of Securities Dealers, Inc.

NAPICO and several of its officers, directors and affiliates, including Charles
H. Boxenbaum, Bruce E. Nelson and Alan I. Casden, consented to the entry, on
June 25, 1997, of an administrative cease and desist order by the U.S.
Securities and Exchange Commission (the "Commission"), without admitting or
denying any of the findings made by the Commission. The Commission found that
NAPICO and others had violated certain federal securities laws in connection
with transactions unrelated to the Partnership. The Commission's order did not
impose any cost, burden or penalty on any partnership managed by NAPICO and does
not impact NAPICO's ability to serve as the Partnership's Managing General
Partner.


<PAGE>   36

ITEM 11. MANAGEMENT REMUNERATION AND TRANSACTIONS:

Housing Programs Limited has no officers, employees, or directors. However,
under the terms of the Restated Certificate and Agreement of Limited
Partnership, the Partnership is obligated to pay the general partners an annual
management fee. The annual management fee is approximately equal to .5% of the
invested assets, including the Partnership's allocable share of the mortgages
related to real estate properties held by local limited partnerships. The fee is
earned beginning in the month the Partnership makes its initial contribution to
the lcoal partnership. In addition, the Partnership reimburses NAPICO for
certain expenses.

An affiliate of NAPICO is responsible for the on-site property management for
certain properties owned by the limited partnerships in which the Partnership
has invested.


ITEM 12. 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)           With the exception of the Initial Limited Partner, Bruce Nelson,
              who is an officer of NAPICO, none of the officers or directors of
              NAPICO own directly or beneficially any limited partnership
              interests in the Partnership.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS:

The Partnership has no officers, directors or employees of its own. All of its
affairs are managed by the Corporate General Partner, National Partnership
Investments Corp. The Partnership is obligated to NAPICO for an annual
management fee equal to .5 percent of the original remaining invested assets of
the 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
partnerships. The management fee was $231,180, $310,790 and $492,960 for the
years ended December 31, 2000, 1999 and 1998, respectively.

The Partnership reimburses NAPICO for certain expenses. The reimbursement to
NAPICO was approximately $20,000 for each of the years ended December 31, 2000,
1999 and 1998, and is included in general and administrative expenses.

Prior to the sale of certain partnership interests on December 30, 1998, an
affiliate of NAPICO was the general partner in 10 of the limited partnerships
included above, and another affiliate of NAPICO received property management
fees of approximately 5 to 6 percent of revenues from 4 of these partnerships.
Subsequent to the sale of certain partnership interests, NAPICO is the general
partner in five of the limited partnerships, and another affiliate manages one
of the limited partnership's property. The affiliate received property
management fees of $65,494, $57,228 and $187,166 in 2000, 1999 and 1998,
respectively.

On December 30, 1998, the Partnership sold its limited partnership interests in
7 local limited partnerships, with a total carrying value of $3,691,082, to the
Operating Partnership. The sale resulted in proceeds to the Partnership of
$202,714 and a net gain of $5,398,913, after being relieved of notes and
interest payable of $9,172,563 and incurring selling costs of $285,282. In March
1999, the Partnership made cash distributions of $695,687 to the limited
partners and $7,027 to the general partners, which included using proceeds from
the sale of the partnership interests.

<PAGE>   37


ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K:

FINANCIAL STATEMENTS

Reports of Independent Public Accountants.

Balance Sheets as of December 31, 2000 and 1999.

Statements of Operations for the years ended December 31, 2000, 1999 and 1998.

Statements of Partners' Deficiency for the years ended December 31,
2000, 1999 and 1998.

Statements of Cash Flows for the years ended December 31, 2000, 1999 and 1998.

Notes to Financial Statements.

FINANCIAL STATEMENT SCHEDULES
APPLICABLE TO HOUSING PROGRAMS LIMITED AND LIMITED PARTNERSHIPS IN WHICH HOUSING
PROGRAMS LIMITED HAS INVESTMENTS

Schedule - Investments in Limited Partnerships for the years ended December 31,
2000, 1999 and 1998.

Schedule III - Real Estate and Accumulated Depreciation of Property Held by
Local Limited Partnerships, December 31, 2000, 1999 and 1998.

The remaining schedules are omitted because the required information is included
in the financial statements and notes thereto or they are not applicable or not
required.

EXHIBITS

(3)       Articles of incorporation and bylaws: The registrant is not
          incorporated. The Partnership Agreement was filed with Form S-11
          #2-92352 incorporated herein by reference.

(10)      Material contracts: The registrant is not party to any material
          contracts, other than the Restated Certificate and Agreement of
          Limited Partnership dated May 15, l984, and the nineteen contracts
          representing the partnership's investment in local limited
          partnerships as previously filed at the Securities Exchange
          Commission, File #2-92352 which is hereby incorporated by reference.

REPORTS ON FORM 8-K

No reports on Form 8K were filed during the year ended December 31, 2000.

<PAGE>   38


                                   SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized in the City of Los Angeles,
State of California.


HOUSING PROGRAMS LIMITED

By:              NATIONAL PARTNERSHIP INVESTMENTS CORP.
                 The General Partner


/s/ CHARLES H. BOXENBAUM
--------------------------------------
Charles H. Boxenbaum
Chairman of the Board of Directors
and Chief Executive Officer

/s/ BRUCE E. NELSON
--------------------------------------
Bruce E. Nelson
Director and President

/s/ ALAN I. CASDEN
--------------------------------------
Alan I. Casden
Director

/s/ BRIAN H. SHUMAN
--------------------------------------
Brian H. Shuman
Chief Financial Officer