<PAGE>

                       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, 2001

                             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>



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.

On December 3, 2001, Casden Properties Inc., entered into a merger agreement and
certain other transaction documents with Apartment Investment and Management
Company, a Maryland corporation ("AIMCO") and certain of its subsidiaries,
pursuant to which, on March 11, 2002, AIMCO acquired Casden Properties Inc. and
its subsidiaries, including NAPICO.

The Partnership holds limited partnership interests in 7 and 8 local limited
partnerships (referred herein as the "local" or "lower-tier" limited
partnerships) as of December 31, 2001 and 2000, respectively, after surrendering
its interest in one local limited partnership in 2001 and selling its interests
in 2 and 7 local limited partnerships, in 2000 and 1998, respectively. As of
December 31, 2001 and 2000, an affiliate of NAPICO holds a general partnership
interest in 2 and 3 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



<PAGE>

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

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

The Partnership 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>


During 2001, 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, 2001, 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, 2001

<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                      121                  97%
  Cape Girardeau, MO

Cloverdale                              100                     100                       94                  94%
  Crawfordsville, IN

Cloverleaf                               94                      94                       93                  99%
  Indianapolis, IN

Evergreen Apts                          330                     330                      312                  95%
  Oshtemo, MI

Jenny Lind Hall                          78                      78                       73                  94%
  Springfield, MO

Lancaster Heights                       198                       0                      196                  99%
  Normal, IL

Plaza Village                           228                     228                      219                  96%
                                     ------                   -----                   ------
  Woonsocket, RI


     TOTAL                            1,153                     830                    1,108                  96%
                                      =====                    ====                   ======
</TABLE>

<PAGE>


ITEM 2.   PROPERTIES

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


ITEM 3.   LEGAL PROCEEDINGS

CLASS ACTION

On August 27, 1998, two investors holding an aggregate of eight units of limited
partnership interests in Real Estate Associates Limited III (a partnership in
which NAPICO is a general partner) and two investors holding an aggregate of
five units of limited partnership interest in Real Estate Associates Limited VI
(another partnership in which Company is a general partner) commenced an action
in the United States District Court for the Central District of California on
behalf of themselves and all other similarly situated, against the Partnership,
NAPICO and certain other affiliated entities. The complaint alleges that the
defendants breached their fiduciary duty to the limited partners of such Funds
and made materially false and misleading statements in the consent solicitation
statements that were disseminated to the limited partners of such Funds relating
to approval of the transfer of partnership interests in limited partnerships to
the Operating Partnership. The plaintiffs seek preliminary and permanent
injunction relief and other equitable relief, as well as compensatory and
punitive damages. However, plaintiffs made no effort to enjoin the transaction
from taking place. On August 4, 1999, a holder of one unit of limited
partnership interest in Housing Programs Limited (a partnership in which the
Company is a general partner) filed a lawsuit similar to the one discussed above
against added Housing Programs Limited. The second action has been subsumed in
the first action, which has been certified as a class action.

After defendants moved for summary disposition of the action, plaintiffs filed a
motion for leave to file an amended complaint. Although defendants opposed the
filing of the complaint proposed by plaintiffs, the court issued an order on
July 20, 2001 granting plaintiffs leave to amend but denying them leave to file
the complaint they proposed. Plaintiffs filed a Second, Restated, Amended and
Supplemental Complaint dated August 7, 2001 and on August 21, 2001 filed a
Corrected Second, Restated, Amended and Supplemental Complaint (CSRASC). The
CSRASC adds eight new defendants and six new counts which were not included in
prior complaints. The new counts include; (i) violations of the anti-bundling
rules of the Securities and Exchange Act of 1934, (ii) violation of the doctrine
of inherent fairness, (iii) a declaratory judgment that the certain defendants
are not entitled to indemnification under the partnership agreements, (iv)
rescission of the business combination discussed in Note 1, (v) a constructive
trust on any recovery from a separate lawsuit pending in the United States
District Court of the Middle District of Pennsylvania which was brought on
behalf of several limited partnerships which are not parties to this action; and
(vi) an accounting. Defendants made a motion to dismiss the CSRASC, which was
denied. The court found that the issues presented would be more appropriate
resolved in a motion for summary judgment or summary adjudication. Defendants
intend to make such a motion. The deadline to do so is April 1, 2002.

Defendants denied allegations in the CSRASC in their answer. The parties are in
the process of conducting discovery. The discovery deadline is February 28, 2002
and the trial is scheduled for July 16, 2002. A motion is before the court to
extend these deadlines and the hearing on that issue is scheduled for February
4, 2002. Once discovery is complete, defendants will move for summary judgement
dismissing the complaint.

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.

CLOVERLEAF

The holder of a purchase money promissory note issued by Cloverleaf limited
partnership, one of the Partnership's investments, in the amount of $845,000
plus accrued interest payable of $1,107,555 as of December 31, 2001, filed a
foreclosure action against the Cloverleaf limited partnership. The Partnership
and other defendants have answered


<PAGE>

the complaint and intend to vigorously defend this action. The Partnership has
no investment balance related to this Local Partnership.

As of December 31, 2001, 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
2,736 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>
ITEM 6.       SELECTED FINANCIAL DATA:


<TABLE>
<CAPTION>

                                                                        Year Ended December 31,
                                  --------------------------------------------------------------------------------------------------
                                      2001                 2000                 1999                   1998                 1997
                                  ------------         ------------       --------------         -------------        --------------
<S>                               <C>                  <C>                <C>                    <C>                  <C>
Loss From Operations              $   (813,613)        $   (875,582)      $     (910,387)        $  (1,510,232)       $  (1,554,011)

Gain on Sale of Limited
   Partnership Interests                65,000              488,759                   --             5,398,913                   --

Distribution From Limited
   Partnerships Recognized
   as Income                            11,201              146,765              821,124               489,499              468,618

Equity in (Loss) Income
   of Limited Partnerships
   and amortization of
   acquisition costs                  (101,354)                  --                   --            (9,591,534)             367,144

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

Net (Loss) Income                 $   (838,766)        $   (240,058)      $      (89,261)        $  (5,213,354)       $   1,430,847
                                  ============         ============       ==============         =============        =============

Net (Loss) Income per Limited
   Partner Interest               $        (67)        $        (19)      $           (7)        $        (417)       $         115
                                  ============         ============       ==============         =============        =============


Total assets                      $      8,610         $    387,546       $      817,796         $   1,034,465        $  14,571,452
                                  ============         ============       ==============         =============        =============

Investments in
   Limited Partnerships           $         --         $         --       $           --         $          --        $  13,409,054
                                  ============         ============       ==============         =============        =============


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

Fees and Expenses Due to
   General Partners               $  1,048,571         $  1,097,089       $    1,730,608         $   1,355,519        $   1,562,552
                                  ============         ============       ==============         =============        =============
</TABLE>

<PAGE>

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.

RESULTS OF OPERATIONS

The Partnership was formed to provide various benefits to its partners as
discussed in Item 1.

At December 31, 2001, the Partnership has investments in 7 limited partnerships,
all of which own housing projects that were substantially all rented. The
Partnership sold or surrendered its interests in 1, 2 and 7 local partnerships
in 2001, 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 $525,000, $202,000 and $996,000 for the years
ended December 31, 2001, 2000 and 1999, respectively. However, because losses
incurred after the investment account is reduced to a zero balance are not
recognized, the Partnership recognized equity in loss of limited partnerships of
$101,354 for the year ended December 31, 2001, which is equal to the cash
contributed during the year, and recognized no equity in income (loss) of
limited partnership for the years ended December 31, 2000 and 1999. The
cumulative amount of the unrecognized equity in losses of certain limited
partnerships was approximately $8,655,000 and $8,231,000 as of December 31, 2001
and 2000, respectively.

Distributions from the local limited partnerships in which the Partnership did
not have a positive investment balance were approximately $11,000, $147,000 and
$821,000 for the years ended December 31, 2001, 2000 and 1999, 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, 2001, 2000 and 1999, the Partnership has cash and cash
equivalents of $8,610, $372,546 and $817,796, 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
in interest income for the year ended December 31, 1999. The amount of interest
income varies with market rates available on deposits and


<PAGE>

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. Management fees were $200,193,
$231,180 and $310,790 for the years ended December 31, 2001, 2000 and 1999,
respectively. Management fees decreased because of the decrease in invested
assets as a result of the surrender and sale of partnership interests in 2001
and 2000. As of December 31, 2001, 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.

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
was $437,000 for 2001, 2000 and 1999.

All notes and related accrued interest payable aggregating $11,488,861 as of
December 31, 2001, became payable in December 1999. 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.

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 $108,171, $103,954 and $93,124 for the years ended December 31, 2001,
2000 and 1999, respectively. General and administrative expenses were $75,713,
$103,798 and $89,302 for the years ended December 31, 2001, 2000 and 1999,
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, 2001, 2000 and 1999. Also, included in general and
administrative expenses in 1999 is $17,962, in expenses related to the third
party review of the properties discussed below.

Total revenue for the local partnerships were $7,540,000, $7,569,000 and
$10,322,000 for the years ended December 31, 2001, 2000 and 1999, respectively.

Total expenses for the local partnerships were $8,070,000, $7,773,000 and
$11,328,000 for the years ended December 31, 2001, 2000 and 1999, respectively.

The total net loss for the local partnerships for 2001, 2000 and 1999 aggregated
$530,000, $204,000 and $1,006,000, respectively. The losses allocated to the
Partnership were $525,000, $202,000 and $996,000 for 2001, 2000 and 1999,
respectively.


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


<PAGE>

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

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

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 $17,962 for the year ended December 31, 1999, and are included in general and
administrative expenses.

During the years ended December 31, 2001 and 2000, the Partnership surrendered
and sold its interests in 1 and 2 limited partnerships, respectively, for net
payments of $65,000 and $488,759, respectively. The Partnership recognized gains
of $65,000 and $488,759 in 2001 and 2000, respectively, from the sales because
it had no investment balance related to these partnerships.

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 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


<PAGE>

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>
                            HOUSING PROGRAMS LIMITED
                       (a California limited partnership)

                              FINANCIAL STATEMENTS,
                          FINANCIAL STATEMENT SCHEDULES
                  AND REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
                                DECEMBER 31, 2001




<PAGE>



                    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, 2001 and 2000, and the
related statements of operations, partners' deficiency and cash flows for each
of the three years in the period ended December 31, 2001. 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 the limited partnerships,
the investments in which are reflected in the accompanying financial statements
using the equity method of accounting. These limited partnerships represent the
investee information in Note 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, 2001 and
2000, and the results of its operations and its cash flows for each of the three
years in the period ended December 31, 2001 in conformity with accounting
principles generally accepted in the United States of America. Also, in our
opinion, based on our audit 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
$11,488,861 raise substantial doubt about the Partnership's ability to continue
as a going concern. Management's plans concerning these matters are also
described in Note 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 22, 2002

<PAGE>
                            HOUSING PROGRAMS LIMITED

                       (A CALIFORNIA LIMITED PARTNERSHIP)

                                 BALANCE SHEETS

                           DECEMBER 31, 2001 AND 2000

                                     ASSETS
<TABLE>
<CAPTION>

                                                                                           2001                     2000
                                                                                           ----                     ----
<S>                                                                          <C>                      <C>
              INVESTMENTS IN LIMITED PARTNERSHIPS
                  (Notes 1 and 2)                                            $                 -      $                 -

              CASH AND CASH EQUIVALENTS (Note 1)                                           8,610                  372,546

              DUE FROM ESCROW (Note 2)                                                         -                   15,000
                                                                              -------------------      -------------------
                        TOTAL ASSETS                                         $             8,610      $           387,546
                                                                             ===================      ===================

                      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)                                               1,048,571                1,097,089
                   Accrued interest payable (Notes 3 and 7)                            6,888,861                6,451,861
                   Accounts payable (Note 2)                                             141,203                   69,855
                                                                             -------------------      -------------------
                                                                                      12,678,635               12,218,805
                                                                             -------------------      -------------------

              COMMITMENTS AND CONTINGENCIES
                  (Notes 2, 4 and 6)

              PARTNERS' DEFICIENCY:
                   General partners                                                     (377,449)                (369,060)
                   Limited partners                                                  (12,292,576)             (11,462,199)
                                                                             -------------------      -------------------
                                                                                     (12,670,025)             (11,831,259)
                                                                             -------------------      -------------------
                TOTAL LIABILITIES AND PARTNERS'
                     DEFICIENCY                                              $             8,610      $           387,546
                                                                             ===================      ===================
</TABLE>


        The accompanying notes are an integral part of these statements.

                                        2


<PAGE>
                            HOUSING PROGRAMS LIMITED

                       (A CALIFORNIA LIMITED PARTNERSHIP)

                            STATEMENTS OF OPERATIONS

              FOR THE YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999

<TABLE>
<CAPTION>

                                                                       2001                  2000                   1999
                                                                ----------------     -----------------    -------------------
<S>                                                             <C>                  <C>                   <C>
INTEREST AND OTHER INCOME                                       $          7,464     $             350     $           19,829
                                                                ----------------     -----------------     ------------------
OPERATING EXPENSES:
     Management fees - general partner (Note 4)                          200,193               231,180                310,790
     General and administrative (Note 4)                                  75,713               103,798                 89,302
     Legal and accounting                                                108,171               103,954                 93,124
     Interest (Note 3)                                                   437,000               437,000                437,000
                                                                ----------------     -----------------     ------------------
              Total operating expenses                                   821,077               875,932                930,216
                                                                ----------------     -----------------     ------------------

LOSS FROM OPERATIONS                                                    (813,613)             (875,582)              (910,387)

GAIN ON SALE OF LIMITED PARTNERSHIP
     INTERESTS (Note 2)                                                   65,000               488,759                      -
DISTRIBUTIONS FROM LIMITED
     PARTNERSHIPS RECOGNIZED
     AS INCOME (Note 2)                                                   11,201               146,765                821,124

EQUITY IN LOSS OF LIMITED PARTNERSHIPS
     AND AMORTIZATION OF ACQUISITION
     COSTS (Note 1 and 2)                                               (101,354)                    -                      -
                                                                ----------------     -----------------     ------------------

NET LOSS                                                        $       (838,766)    $        (240,058)    $          (89,263)
                                                                ================     =================     ==================


NET LOSS PER LIMITED
     PARTNERSHIP INTEREST                                        $           (67)     $            (19)    $               (7)
                                                                ================     =================     ==================
</TABLE>









    The accompanying notes are an integral part these financial statements.

                                        3


<PAGE>
                            HOUSING PROGRAMS LIMITED

                       (A CALIFORNIA LIMITED PARTNERSHIP)

                       STATEMENTS OF PARTNERS' DEFICIENCY

              FOR THE YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999

<TABLE>
<CAPTION>
                                                            General                  Limited
                                                            Partners                Partners                   Total
                                                            --------                --------                   -----
<S>                                                  <C>                      <C>                      <C>
      DEFICIENCY, January 1, 1999                    $        (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)

           Net loss, 2001                                       (8,389)                (830,377)                (838,766)
                                                     -----------------        -----------------        -----------------
      DEFICIENCY, December 31, 2001                  $        (377,449)       $     (12,292,576)       $     (12,670,025)
                                                     =================        =================        =================
</TABLE>







        The accompanying notes are an integral part of these statements.

                                        4


<PAGE>

                            HOUSING PROGRAMS LIMITED

                       (A CALIFORNIA LIMITED PARTNERSHIP)

                            STATEMENTS OF CASH FLOWS

              FOR THE YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999

<TABLE>
<CAPTION>
                                                                                    2001                2000             1999
                                                                                    ----                ----             ----
<S>                                                                               <C>               <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
       Net  loss .........................................................      $  (838,766)      $  (240,058)      $   (89,263)
       Adjustments to reconcile net loss to net cash (used in) provided by
          operating activities:
              Gain on sale of partnership interests ......................          (65,000)         (488,759)             --
              Equity in loss of limited partnerships .....................          101,354              --                --
              Increase in accrued interest payable .......................          437,000           437,000           437,000
              (Decrease) increase in accrued fees and
                 expenses due general partners ...........................          (48,518)         (633,519)          375,089
              Decrease (increase) in due from escrow .....................           15,000           (15,000)             --
              Increase (decrease) in accounts payable ....................           71,348             6,327          (236,781)
                                                                                  ---------         ---------         ---------
                    Net cash (used in) provided by operating activities ..         (327,582)         (934,009)          486,045
                                                                                  ---------         ---------         ---------

CASH FLOWS FROM INVESTING ACTIVITIES:

       Capital contributions to limited partnerships .....................         (101,354)             --                --
       Proceeds from sale of limited partnership interests ...............           65,000           488,759           202,714
                                                                                  ---------         ---------         ---------

                   Net cash (used in) provided by investing activities ...          (36,354)          488,759           202,714
                                                                                  ---------         ---------         ---------

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

NET DECREASE IN CASH AND CASH EQUIVALENTS ................................         (363,936)         (445,250)          (13,955)

CASH AND CASH EQUIVALENTS,
       beginning of year .................................................          372,546           817,796           831,751
                                                                                  ---------         ---------         ---------
CASH AND CASH EQUIVALENTS,
       end of year .......................................................      $     8,610       $   372,546        $  817,796
                                                                                ===========       ===========        ==========
</TABLE>







      The accompanying notes are an integral part of financial statements.

                                        5
<PAGE>

                            HOUSING PROGRAMS LIMITED
                       (a California limited partnership)

                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2001


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), 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.

     On December 3, 2001, Casden Properties Inc., entered into a merger
     agreement and certain other transaction documents with Apartment Investment
     and Management Company, a Maryland corporation ("AIMCO") and certain of its
     subsidiaries, pursuant to which, on March 11, 2002, AIMCO acquired Casden
     Properties Inc. and its subsidiaries, including 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.



                                       6
<PAGE>




                            HOUSING PROGRAMS LIMITED
                       (a California limited partnership)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                DECEMBER 31, 2001



1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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

     Basis of Presentation

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

     Recent Accounting Pronouncements

     In July 2001, the Financial Accounting Standards Board issued Statement of
     Financial Accounting Standards Number (SFAS No.) 141, "Business
     Combinations" and SFAS No. 142, "Goodwill and Other Intangible Assets."
     SFAS No. 141 was effective immediately and SFAS 142 will be effective
     January 2002. The new standards are not expected to have a significant
     impact on the Partnership's financial statements.

     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




                                       7
<PAGE>



1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     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.

     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 the 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.

     No impairment losses were recognized during the years ended December 31,
     2001, 2000 and 1999.

2.   INVESTMENTS IN LIMITED PARTNERSHIPS

     The Partnership holds limited partnership interests in 7 and 8 limited
     partnerships as of December 31, 2001 and 2000, respectively, after
     surrendering its interest in one local limited partnership in 2001 and
     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 1,153 apartment units. The mortgage loans of these
     projects are payable to or insured by various governmental agencies.

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



                                       8
<PAGE>



2.   INVESTMENTS IN LIMITED PARTNERSHIPS (CONTINUED)

     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. Limited partners are not liable for losses beyond
     their contributed capital. The cumulative amount of unrecognized equity in
     losses of certain limited partnerships was approximately $8,655,000 and
     $8,231,000 as of December 31, 2001 and 2000, 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.

     The Partnership has not carrying value in investments in limited
     partnerships as of December 31, 2001 and 2000.

     The difference between the investment per the accompanying balance sheets
     at December 31, 2001 and 2000, 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, 2001 and 2000 and for each of the
     three years in the period ended December 31, 2001 is as follows:

                                 Balance Sheets
<TABLE>
<CAPTION>
                                                                         2001             2000
                                                                      ---------        ---------
                                                                                   (in thousands)
     <S>                                                                    <C>               <C>
     Land and buildings, net                                           $ 16,308          $ 17,881
                                                                       ========          ========

     Total assets                                                      $ 30,574          $ 32,287
                                                                       ========          ========

     Mortgages payable                                                 $ 15,707          $ 17,718
                                                                       ========          ========

     Total liabilities                                                 $ 31,084          $ 33,512
                                                                       ========          ========

     Deficit of Housing Programs Limited                               $   (418)         $ (1,016)
                                                                       =========         ========

     Deficit of other partners                                         $    (92)         $   (209)
                                                                       =========         ========
</TABLE>


                                       9
<PAGE>





2.   INVESTMENTS IN LIMITED PARTNERSHIPS (CONTINUED)

                            Statements of Operations

<TABLE>
<CAPTION>
                                                        2001              2000              1999
                                                     -------            ----------       -----------
                                                                     (in thousands)
     <S>                                             <C>                <C>              <C>
     Total revenues                                  $ 7,540            $  7,569         $  10,322
                                                     =======            ========          ========

     Interest expense                                $   968            $    967         $   1,751
                                                     =======            ========          ========

     Depreciation                                    $ 1,496            $  1,449         $   2,067
                                                     =======            ========          ========

     Total expenses                                  $ 8,070            $  7,773         $  11,328
                                                     =======            ========          ========

     Net loss                                        $  (530)           $   (204)        $  (1,006)
                                                     =======            ========          ========

     Net loss allocable to Housing Programs
          Limited                                    $  (525)           $   (202)        $    (996)
                                                     =======            ========          ========
</TABLE>

          During the years ended December 31, 2001 and 2000, the Partnership
          surrendered or sold its interests in 1 and 2 limited partnerships,
          respectively, for net payments of $65,000 and $488,759, respectively.
          The Partnership recognized gains of $65,000 and $488,759 in 2001 and
          2000, respectively, from the sales because it had no investment
          balance related to these partnerships.

          An affiliate of NAPICO is the general partner in three of the limited
          partnerships at December 2001 and 2000, included above and another
          affiliate receives property management fees of 5 percent of the
          revenues of one of the limited partnership's property. The affiliate
          received property management fees of $64,078, $65,494 and $57,228 in
          2001, 2000 and 1999, respectively. The following sets forth the
          significant data for the partnerships in which an affiliate of NAPICO
          is the general partner, reflected in the accompanying financial
          statements using the equity method of accounting:




                                       10
<PAGE>



2.   INVESTMENTS IN LIMITED PARTNERSHIPS (CONTINUED)

<TABLE>
<CAPTION>
                                                        2001              2000              1999
                                                     -------            ----------       -----------
                                                                     (in thousands)
     <S>                                             <C>                <C>              <C>

     Total assets                                    $ 6,164            $  6,179
                                                     =======            ========

     Total liabilities                               $13,125            $ 12,608
                                                     ========           ========

     Deficiency of Housing Programs Limited          $(6,869)           $ (6,287)
                                                     =======            ========

     Deficiency of other partners                    $   (91)           $   (142)
                                                    ========            ========

     Total revenue                                   $ 1,834            $  1,857         $  4,719
                                                     ========           ========         ========

     Net loss                                        $  (602)           $   (652)        $ (1,502)
                                                     =======            ========          =======
</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") 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.



                                       11
<PAGE>



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 for the year ended December
     31, 1999, 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; (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.



                                       12
<PAGE>



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 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.

     All notes and related accrued interest payable aggregating $11,488,861 as
     of December 31, 2001, became payable in December 1999. 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.

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.



                                       13
<PAGE>


4.   FEES AND EXPENSES DUE GENERAL PARTNERS (CONTINUED)

     The Partnership reimburses NAPICO for certain expenses. The reimbursement
     to NAPICO was approximately $20,000 for each of the years ended December
     31, 2001, 2000 and 1999, and is included in general administrative
     expenses.

     As of December 31, 2001, 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

     CLASS ACTION

     On August 27, 1998, two investors holding an aggregate of eight units of
     limited partnership interests in Real Estate Associates Limited III (a
     partnership in which NAPICO is a general partner) and two investors holding
     an aggregate of five units of limited partnership interest in Real Estate
     Associates Limited VI (another partnership in which Company is a general
     partner) commenced an action in the United States District Court for the
     Central District of California on behalf of themselves and all other
     similarly situated, against the Partnership, NAPICO and certain other
     affiliated entities. The complaint alleges that the defendants breached
     their fiduciary duty to the limited partners of such Funds and made
     materially false and misleading statements in the consent solicitation
     statements that were disseminated to the limited partners of such Funds
     relating to approval of the transfer of partnership interests in limited
     partnerships to the Operating Partnership. The plaintiffs seek preliminary
     and permanent injunction relief and other equitable relief, as well as
     compensatory and punitive damages. However, plaintiffs made no effort to
     enjoin the transaction from taking place. On




                                       14
<PAGE>

6.   CONTINGENCIES (CONTINUED)

     August 4, 1999, a holder of one unit of limited partnership interest in
     Housing Programs Limited (a partnership in which the Company is a general
     partner) filed a lawsuit similar to the one discussed above against added
     Housing Programs Limited. The second action has been subsumed in the first
     action, which has been certified as a class action.

     After defendants moved for summary disposition of the action, plaintiffs
     filed a motion for leave to file an amended complaint. Although defendants
     opposed the filing of the complaint proposed by plaintiffs, the court
     issued an order on July 20, 2001 granting plaintiffs leave to amend but
     denying them leave to file the complaint they proposed. Plaintiffs filed a
     Second, Restated, Amended and Supplemental Complaint dated August 7, 2001
     and on August 21, 2001 filed a Corrected Second, Restated, Amended and
     Supplemental Complaint (CSRASC). The CSRASC adds eight new defendants and
     six new counts which were not included in prior complaints. The new counts
     include; (i) violations of the anti-bundling rules of the Securities and
     Exchange Act of 1934, (ii) violation of the doctrine of inherent fairness,
     (iii) a declaratory judgment that the certain defendants are not entitled
     to indemnification under the partnership agreements, (iv) rescission of the
     business combination discussed in Note 1, (v) a constructive trust on any
     recovery from a separate lawsuit pending in the United States District
     Court of the Middle District of Pennsylvania which was brought on behalf of
     several limited partnerships which are not parties to this action; and (vi)
     an accounting. Defendants made a motion to dismiss the CSRASC, which was
     denied. The court found that the issues presented would be more appropriate
     resolved in a motion for summary judgment or summary adjudication.
     Defendants intend to make such a motion. The deadline to do so is April 1,
     2002.

     Defendants denied allegations in the CSRASC in their answer. The parties
     are in the process of conducting discovery. The discovery deadline is
     February 28, 2002 and the trial is scheduled for July 16, 2002. A motion is
     before the court to extend these deadlines and the hearing on that issue is
     scheduled for February 4, 2002. Once discovery is complete, defendants will
     move for summary judgement dismissing the complaint.

     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.


                                       15
<PAGE>


6.   CONTINGENCIES (CONTINUED)

     CLOVERLEAF

     The holder of a purchase money promissory note issued by Cloverleaf limited
     partnership, one of the Partnership's investments, in the amount of
     $845,000 plus accrued interest payable of $1,107,555 as of December 31,
     2001, filed a foreclosure action against the Cloverleaf limited
     partnership. The Partnership and other defendants have answered the
     complaint and intend to vigorously defend this action. The Partnership has
     no investment balance related to this Local Partnership.

     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 of limited partnerships reflected in the accompanying financial
     statements is based primarily upon audited financial statements of the
     investee limited partnerships. The increase of approximately $4,765,
     between the estimated nine-month equity in loss and the actual 2001 year
     end equity in loss has been recorded in the fourth quarter.



                                       16





<PAGE>
                                                                        SCHEDULE

                            HOUSING PROGRAMS LIMITED
                       INVESTMENTS IN LIMITED PARTNERSHIPS

              FOR THE YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999

<TABLE>
<CAPTION>
                                                       Year Ended December 31, 2001
                             -------------------------------------------------------------------------------------------
                                                                            Cash
                                      Balance            Capital          Distri-            Equity             Balance
                                      January            Contri-          butions              in              December
Limited Partnerships                  1, 2001            butions          Received            Loss             31, 2001
--------------------          ---------------        -----------        ----------    -------------     --------------
<S>                           <C>                    <C>                <C>          <C>               <C>
Cape La Croix                 $                      $                  $             $                 $

Cloverdale

Cloverleaf

Evergreen Apts.

Jenny Lind Hall

Lancaster Heights                           -            100,278                           (100,278)                 -

Plaza Village                               -              1,076                             (1,076)                 -
                              ---------------        -----------        ----------    -------------     --------------
                              $             -        $   101,354        $        -    $    (101,354)    $            -
                              ===============        ===========        ==========    =============     ==============
</TABLE>



<PAGE>
                                                                      SCHEDULE
                                                                     (CONTINUED)

                            HOUSING PROGRAMS LIMITED
                       INVESTMENTS IN LIMITED PARTNERSHIPS

              FOR THE YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999


<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)         31, 2000
--------------------          ---------------      ---------------- ---------------  -----------------  ----------------
<S>                           <C>                  <C>              <C>               <C>               <C>
Cape La Croix                 $                    $                $                 $                 $

Cloverdale

Cloverleaf

Evergreen Apts.

Jenny Lind Hall

Lancaster Heights

Plaza Village

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



<PAGE>
                                                                      SCHEDULE
                                                                     (CONTINUED)

                            HOUSING PROGRAMS LIMITED
                       INVESTMENTS IN LIMITED PARTNERSHIPS

              FOR THE YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999

<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)         31, 1999
--------------------          ----------------     ---------------- ----------------- -----------------  ---------------------
<S>                           <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>



                                                                        SCHEDULE
                                                                     (CONTINUED)


                            HOUSING PROGRAMS LIMITED
                       INVESTMENTS IN LIMITED PARTNERSHIPS
                               FOR THE YEARS ENDED
                        DECEMBER 31, 2001, 2000 AND 1999


NOTES:    1.   Equity in losses of the limited partnerships represents the
               Partnership's allocable share of the net 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>
                                                                    SCHEDULE III
                            HOUSING PROGRAMS LIMITED
                    REAL ESTATE AND ACCUMULATED DEPRECIATION
                 OF PROPERTY HELD BY LOCAL LIMITED PARTNERSHIPS
                          IN WHICH HPL HAS INVESTMENTS
                                DECEMBER 31, 2001
<TABLE>
<CAPTION>
                                                                          BUILDINGS, FURNISHINGS
                                                                                AND EQUIPMENT
                                NUMBER         OUTSTANDING                      AMOUNT CARRIED
                                  OF            MORTGAGE                        AT CLOSE OF                           ACCUMLATED
PARTNERSHIP/LOCATION             APTS.            LOAN              LAND           PERIOD              TOTAL         DEPRECIATION
--------------------            ------      --------------    -----------   -------------------- -----------       ---------------
<S>                                <C>      <C>               <C>               <C>               <C>               <C>
Jenny Lind Hall                    78       $   648,318       $    32,000       $   935,570       $   967,570       $   220,602
   Springfield, MO
Lancaster Heights                 198         1,781,037           200,000         5,246,916         5,446,916         2,764,467
   Normal, IL
Cape La Croix                     125         1,151,310           169,000         2,484,615         2,653,615         1,486,358
   Cape Girardeau, MO
Cloverdale                        100           769,502           100,000         2,051,596         2,151,596         1,220,265
   Crawfordsville, IN
Cloverleaf                         94           716,606           123,000         1,927,274         2,050,274         1,152,845
   Indianapolis, IN
Evergreen Apts                    330         7,742,434           617,369        16,576,328        17,193,697         8,804,801
   Oshtemo, MI
Plaza Village                     228         2,898,119           369,700         7,199,237         7,568,937         6,075,322
   Woonsocket, RI
                                 ----       -----------       -----------       -----------       -----------       -----------
                                 1153       $15,707,326       $ 1,611,069       $36,421,536       $38,032,605       $21,724,660
                                 ====       ===========       ===========       ===========       ===========       ===========
</TABLE>




<PAGE>
                                                                    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, 2001

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>                      <C>
Balance, January 1, 1999                        $      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

Net additions in 2001                                          -                 1,275,892                  1,275,892

Sale of Properties                                       (85,229)               (3,056,802)                (3,142,031)
                                                ----------------         -----------------        -------------------

Balance, December 31, 2001                      $      1,611,069          $     36,421,536         $       38,032,605
                                                ================          ================         ==================
</TABLE>




<PAGE>
                                                                    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, 2001


<TABLE>
<CAPTION>
                                                                     Buildings,
                                                                    Furnishings,
                                                                         And
                                                                      Equipment

Accumulated Depreciation:
-------------------------                                           ------------
<S>                                                            <C>

Balance, January 1, 1999                                       $        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

Net additions for 2001                                                   1,493,540

Sale of Properties                                                      (1,786,508)
                                                               -------------------

Balance, December 31, 2001                                     $        21,724,660
                                                               ===================


</TABLE>


<PAGE>

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. On March 11,
2002, NAPICO became a wholly owned subsidiary of Apartment Investment and
Management Company. 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, 72, 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, 50, 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, 56, 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.



<PAGE>


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.

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, 39, Senior 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, 72, 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, 35, 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>


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 local 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 $200,193, $231,180 and $310,790 for the
years ended December 31, 2001, 2000 and 1999, respectively.

The Partnership reimburses NAPICO for certain expenses. The reimbursement to
NAPICO was approximately $20,000 for each of the years ended December 31, 2001,
2000 and 1999, and is included in general and administrative expenses.

An affiliate of NAPICO is currently the general partner in two of the limited
partnerships included above, and another affiliate receives property management
fees of 5 percent of revenues from 1 of these partnerships. The affiliate
received property management fees of $64,078, $65,494 and $57,228 in 2001, 2000
and 1999, 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>


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, 2001 and 2000.

Statements of Operations for the years ended December 31, 2001, 2000 and 1999.

Statements of Partners' Deficiency for the years ended December 31, 2001, 2000
and 1999.

Statements of Cash Flows for the years ended December 31, 2001, 2000 and 1999.

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,
2001, 2000 and 1999.

Schedule III - Real Estate and Accumulated Depreciation of Property Held by
Local Limited Partnerships, December 31, 2001, 2000 and 1999.

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, 2001.

<PAGE>


                                   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
Chairman of the Board of Directors
and Chief Executive Officer


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



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



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