<PAGE>   1





                       SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549


   
                                  FORM 10-Q/A
    

Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of
1934

                        FOR QUARTER ENDED JUNE 30, 1996

                         COMMISSION FILE NUMBER 2-92352

                            HOUSING PROGRAMS LIMITED

                        A CALIFORNIA LIMITED PARTNERSHIP

                 I.R.S. EMPLOYER IDENTIFICATION NO. 95-3906167

                         9090 Wilshire Blvd., Suite 201
                          Beverly Hills, Calif.  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 for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.

                                 Yes  X     No     
                                     ___       ___
<PAGE>   2
   
                                AMENDMENT NO. 1


        The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Quarterly Report on Form 10-Q for
the period ending June 30, 1996 as set forth in the following pages attached
hereto.


        Item. 4.   Regarding second paragraph - Impairment of Long-Lived Assets

                     Page 6

        Item 5.    Fees and Expenses Due General Partners

                     Page 8




                                   SIGNATURE

        Pursuant to the requirements 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.




                                      Housing Programs Limited
                            --------------------------------------------
                                             Registrant

                                            Bob Schafer
                            --------------------------------------------
                               Vice President and Corporate Controller
    
<PAGE>   3
                            HOUSING PROGRAMS LIMITED
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                               INDEX TO FORM 10-Q

                      FOR THE QUARTER ENDED JUNE 30, 1996




<TABLE>
<S>     <C>                                                                          <C>
PART I.  FINANCIAL INFORMATION

              Item 1.  Financial Statements

                     Balance Sheets, June 30, 1996 and December 31, 1995    . . . . . 1

                     Statements of Operations,
                            Six and Three Months Ended June 30, 1996 and 1995   . . . 2

                     Statement of Partners' Equity (Deficiency),
                            Six Months Ended June 30, 1996    . . . . . . . . . . . . 3

                     Statements of Cash Flow,
                            Six Months Ended June 30, 1996 and 1995   . . . . . . . . 4

                     Notes to Financial Statements    . . . . . . . . . . . . . . . . 5

              Item 2.  Management's Discussion and Analysis of Financial
                             Condition and Results of Operation   . . . . . . . . .  10


PART II.  OTHER INFORMATION

              Item 1.  Legal Proceedings  . . . . . . . . . . . . . . . . . . . . .  11

              Item 6.  Exhibits and Reports on Form 8-K   . . . . . . . . . . . . .  12

              Signatures  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
</TABLE>
<PAGE>   4
                            HOUSING PROGRAMS LIMITED
                       (a California limited partnership)

                                 BALANCE SHEETS

                      JUNE 30, 1996 AND DECEMBER 31, 1995

                                     ASSETS

<TABLE>
<CAPTION>
                                                            1996              1995
                                                         (Unaudited)        (Audited   
                                                         ------------      ------------
<S>                                                   <C>               <C>
INVESTMENTS IN LIMITED PARTNERSHIPS
    (Notes 1 and 2)                                   $   14,475,719    $   14,470,783

CASH AND CASH EQUIVALENTS (Notes 1 and 2)                    786,881           595,330

SHORT TERM INVESTMENTS (Note 1)                              125,000           125,000 
                                                         ------------      ------------

          TOTAL ASSETS                                $   15,387,600    $   15,191,113
                                                         ============      ============

                          LIABILITIES AND PARTNERS' DEFICIENCY

LIABILITIES:
     Notes payable (Notes 3 and 6)                    $   10,169,743    $   10,169,743
     Accrued interest payable (Notes 3 and 6)             10,370,108         9,864,545
     Accrued fees and expenses due general
         partners (Note 4)                                 1,170,380           990,393
     Accounts payable and other liabilities (Note 2)         162,617            15,432 
                                                         ------------      ------------

                                                          21,872,848        21,040,113 
                                                         ------------      ------------

COMMITMENTS AND CONTINGENCIES
    (Notes 2, 4 and 6)

PARTNERS' EQUITY (DEFICIENCY):
     General partners                                       (315,598)         (309,236)
     Limited partners                                     (6,169,650)       (5,539,764)
                                                         ------------      ------------

                                                          (6,485,248)       (5,849,000)
                                                         ------------      ------------
           TOTAL LIABILITIES AND PARTNERS'
                DEFICIENCY                            $   15,387,600    $   15,191,113
                                                         ============      ============
</TABLE>




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

                                          1
<PAGE>   5
                            HOUSING PROGRAMS LIMITED
                       (a California limited partnership)

                            STATEMENTS OF OPERATIONS

               SIX AND THREE MONTHS ENDED JUNE 30, 1996 AND 1995



<TABLE>
<CAPTION>
                                                         Six months     Three months     Six months     Three months
                                                           ended           ended           ended           ended
                                                        June 30, 1996   June 30, 1996   June 30, 1995   June 30, 1995
                                                        -------------   -------------   -------------   -------------
<S>                                                   <C>             <C>             <C>             <C>
INTEREST INCOME                                       $      19,563   $      12,847   $      26,616   $      21,255 
                                                        ------------    ------------    ------------    ------------

OPERATING EXPENSES:
     Management fees - general partner (Note 4)             263,326         131,663         284,448         142,224
     General and administrative (Note 4)                     25,964          10,946          39,846          22,276
     Legal and accounting (Note 4)                           66,152          21,348          90,272          32,024
     Interest (Note 3)                                      521,770         252,781         483,062         241,531 
                                                        ------------    ------------    ------------    ------------

     Total operating expenses                               877,212         416,738         897,628         438,055 
                                                        ------------    ------------    ------------    ------------

LOSS FROM OPERATIONS                                       (857,649)       (403,891)       (871,012)       (416,800)

DISTRIBUTIONS FROM LIMITED
     PARTNERSHIPS RECOGNIZED
     AS INCOME                                              145,401            -            143,419

EQUITY IN INCOME OF LIMITED
     PARTNERSHIPS AND AMORTIZATION
     OF ACQUISITION COSTS (Note 2)                           76,000          38,000          37,240          18,620 
                                                        ------------    ------------    ------------    ------------

NET LOSS                                              $    (636,248)  $    (365,891)  $    (690,353)  $    (398,180)
                                                        ============    ============    ============    ============
NET LOSS PER LIMITED PARTNERSHIP
     INTEREST                                         $         (51)  $         (30)  $         (56)  $         (32)
                                                        ============    ============    ============    ============
</TABLE>





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

                                          2
<PAGE>   6
                            HOUSING PROGRAMS LIMITED
                       (a California limited partnership)

                       STATEMENTS OF PARTNERS' DEFICIENCY

                         SIX MONTHS ENDED JUNE 30, 1996

                                  (Unaudited)


<TABLE>
<CAPTION>
                                                  General           Limited
                                                  Partners          Partners              Total 
                                                ------------      ------------      ------------
<S>                                            <C>               <C>               <C>
PARTNERSHIP INTERESTS
   June 30, 1996                                                       12,368
                                                                  ============
DEFICIENCY, January 1, 1996                    $   (309,236)     $ (5,539,764)     $ (5,849,000)

   Net loss for the six months
   ended June 30, 1996                               (6,362)         (629,886)         (636,248)
                                                ------------      ------------      ------------

DEFICIENCY, June 30, 1996                      $   (315,598)     $ (6,169,650)     $ (6,485,248)
                                                ============      ============      ============
</TABLE>





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




                                          3


<PAGE>   7
                            HOUSING PROGRAMS LIMITED
                       (a California limited partnership)

                            STATEMENTS OF CASH FLOWS

                    SIX MONTHS ENDED JUNE 30, 1996 AND 1995

                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                        1996                1995   
                                                                    ------------       ------------
<S>                                                               <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net  loss                                                       $    (636,248)     $    (690,353)
  Adjustments to reconcile net loss to net cash
     provided by (used in) operating activities:
         Equity in income of limited partnerships
             and amortization of acquisition costs                      (76,000)           (37,240)
         Increase in accrued interest payable                           505,563            474,614
         Increase in accrued fees and
            expenses due general partners                               179,987            184,452
         Increase in accounts payable and other liabilities             147,185             22,886 
                                                                    ------------       ------------

               Net cash provided by (used in)
                  operating activities                                  120,487            (45,641)
                                                                    ------------       ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Distributions from limited partnerships
     recognized as a return of capital                                   71,064            174,593
  Increase in advances to limited partnership                            -                 (31,331)
  Decrease in short term investments                                     -                 408,409 
                                                                    ------------       ------------

              Net cash provided by investing activities                  71,064            551,671 
                                                                    ------------       ------------


NET INCREASE IN CASH AND CASH EQUIVALENTS                               191,551            506,030

CASH AND CASH EQUIVALENTS,beginning of period                           595,330            624,935 
                                                                    ------------       ------------

CASH AND CASH EQUIVALENTS,end of period                           $     786,881      $   1,130,965
                                                                    ============       ============
</TABLE>





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



                                          4
<PAGE>   8
                            HOUSING PROGRAMS LIMITED
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                         NOTES TO FINANCIAL STATEMENTS

                                 JUNE 30, 1996


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         GENERAL

         The information contained in the following notes to the financial
         statements is condensed from that which would appear in the annual
         audited financial statements; accordingly, the financial statements
         included herein should be reviewed in conjunction with the financial
         statements and related notes thereto contained in the Housing Programs
         Limited (the "Partnership") annual report for the year ended December
         31, 1995.  National Partnership Investments Corp. ("NAPICO") is a
         general partner for the Partnership.  Accounting measurements at
         interim dates inherently involve greater reliance on estimates than at
         year end.  The results of operations for the interim period presented
         are not necessarily indicative of the results for the entire year.

         In the opinion of NAPICO, the accompanying unaudited financial
         statements contain all adjustments (consisting primarily of normal
         recurring accruals) necessary to present fairly the financial position
         of the Partnership at June 30, 1996 and the results of operations for
         the six and three months then ended and changes in cash flows for the
         six months then ended.

         ORGANIZATION

         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 6,000 limited
         partnership interests and warrants to purchase a maximum of 6,000
         additional limited partnership interests through a public offering .

         The general partners of the Partnership are Housing Programs
         Corporation II, NAPICO, and Coast Housing Investment Associates
         ("CHIA").  LB I Group Inc. owns 100 percent of the stock of Housing
         Programs Corporation II.  Casden Investment Corp. owns 100 percent of
         NAPICO's stock.  CHIA is a limited partnership formed under the
         California Limited Partnership Act and consists of Messrs. Nicholas G.
         Ciriello, general partner and Charles H. Boxenbaum, limited partner.
         Mr. Boxenbaum is currently the chief executive officer of NAPICO. The
         business of the Partnership is conducted primarily by its general
         partners as the Partnership has no employees of its own.

         USE OF ESTIMATES

         The preparation of financial statements in conformity with generally
         accepted accounting principles 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.





                                       5
<PAGE>   9
                            HOUSING PROGRAMS LIMITED
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                                 JUNE 30, 1996

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         METHOD OF ACCOUNTING FOR INVESTMENT IN LIMITED PARTNERSHIPS

         The investments in local limited partnerships are accounted for on the
         equity method.  Acquisition, selection fees and other costs related to
         the acquisition of the projects have been capitalized to  the
         investment accounts.

         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.

         SHORT TERM INVESTMENTS

         Short term investments consist of bank certificates of deposit and
         other securities with original maturities ranging from more than
         three months to twelve months.  The fair value of these securities,
         which have been classified as held for sale, approximates their
         carrying value.

   
         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.
    

         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.

NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS

         The Partnership now holds indirect interests in 18 properties, as the
         sole limited partner in various limited partnerships.  As a result of
         the loss of the Montecito Hotel on July 18, 1995 through foreclosure
         proceedings, the number of properties in which the Partnership has an
         interest, has been reduced from 19 to 18.  The 18 lower-tier limited
         partnerships own residential rental projects consisting of a total of
         2,686 apartment units.  The mortgage loans of these projects are
         insured by various governmental agencies.

         The Partnership, as a limited partner, is entitled to 99 percent of
         the income and losses of the lower-tier limited partnerships.





                                       6
<PAGE>   10
                            HOUSING PROGRAMS LIMITED
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                                 JUNE 30, 1996


NOTE 2 - INVESTMENT IN LIMITED PARTNERSHIPS (CONTINUED)

         The Partnership's allocated portion of equity in losses from the
         lower-tier limited partnerships is recognized in the financial
         statements of the Partnership until the Partnership's investment
         account in the applicable lower-tier limited partnership is reduced to
         a zero balance.  Losses incurred after the investment account is
         reduced to zero are not recognized.

         Distributions from the limited partnerships are treated as a reduction
         of capital until the Partnership's investment account balance in the
         applicable lower-tier limited partnership has been reduced to the
         lesser of zero or a negative amount equal to future capital
         contributions required to be made by the Partnership to the applicable
         lower-tier limited partnership.  Subsequent distributions are treated
         as income.

         The following is a summary of the Partnership's investment in
         lower-tier limited partnerships as of June 30, 1996:

<TABLE>
              <S>                                                                               <C>
              Balance, beginning of period                                                      $14,470,783
              Amortization of acquisition costs                                                     (18,000)
              Equity in income of limited partnerships                                               94,000                   
              Distribution recognized as return of capital                                          (71,064)
                                                                                                -----------

              Balance, end of period                                                            $14,475,719
                                                                                                ===========
</TABLE>

         The following are unaudited combined estimated statements of
         operations for the six and three months ended June 30, 1996 and 1995
         for the limited partnerships in which the Partnership has investments:

<TABLE>
<CAPTION>
                                       Six months           Three months            Six months          Three months
                                         ended                  ended                  ended                ended
                                     June 30, 1996          June 30, 1996          June 30, 1995        June 30, 1995
                                    ---------------        --------------          -------------        -------------
             <S>                      <C>                     <C>                   <C>                  <C>
             INCOME
               Rental and Other        $8,566,000            $4,283,000            $ 8,408,000           $4,204,000

             EXPENSES
               Depreciation             1,762,000               881,000              1,754,000              877,000
               Interest                 1,854,000               927,000              1,886,000              943,000
               Operating                5,646,000             2,823,000              5,580,000            2,790,000
                                        ---------             ---------           ------------          -----------
  
                   Total expenses       9,262,000             4,631,000              9,220,000            4,610,000
                                        ---------             ---------           ------------          -----------

             NET LOSS                  $ (696,000)           $ (348,000)           $  (812,000)         $  (406,000)
                                      ===========           ===========            ===========          =========== 
</TABLE>

         Included in cash and accounts payable and other liabilities at June 30,
         1996 is $157,898 received by the Partnership from certain limited
         partnerships that is payable on their behalf to various lenders.





                                       7
<PAGE>   11
                            HOUSING PROGRAMS LIMITED
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                                 JUNE 30, 1996


NOTE 3 - NOTES PAYABLE

         Certain of the Partnership's investments involved purchases of
         partnership interests in the lower-tier partnerships from partners who
         subsequently withdrew from the applicable lower-tier partnership.  The
         Partnership is obligated for non-recourse notes payable in the
         aggregate outstanding principal amount as of June 30, 1996 of
         $10,169,743, bearing interest at 9.5 percent, to such sellers of the
         partnership interests.  The notes have principal maturity dates
         ranging from October 1996 to December 1999 or upon the sale or
         refinancing of the underlying partnership properties.  The notes are
         collateralized by the Partnership's investment in the applicable
         investee limited partnerships and are payable only out of cash
         distributions from the applicable investee partnerships, as defined in
         the notes.  Unpaid and accrued interest is due at maturity of the
         notes.

         The Partnership is currently negotiating for the sale of Deep Lake
         Hermitage.  There is a $1,500,000 note payable by the Partnership to a
         seller of interests in the lower-tier partnership that owns the Deep
         Lake Hermitage property.  That note, together with accrued interest
         thereon of $1,402,846, becomes due in October, 1996.  Based on the
         current estimated value of the Deep Lake Hermitage property, it is
         anticipated that the sale will not generate sufficient funds to fully
         repay the note payable.

NOTE 4 - ACCRUED FEES AND EXPENSES DUE TO GENERAL PARTNERS

         Under the terms of the Partnership's Restated Certificate and
         Agreement of Limited Partnership, the Partnership is obligated to the
         general partners for an annual management fee equal to 0.5 percent of
         the 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 interests in the capital accounts of the respective
         limited partnerships.

         The Partnership also reimburses NAPICO for certain expenses.  The
         reimbursement to NAPICO was  $9,948, and $14,923 for the six months
         ended June 30, 1996 and 1995, respectively, and is included in
         operating expenses.

   
         As of  June 30, 1996, the fees and expenses due the general partners
         exceeded the Partnership's cash and cash equivalents and short term
         investments.  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.
    

         An affiliate of NAPICO is the general partner in 10 of the limited
         partnerships, and another affiliate receives property management fees
         of approximately 5 to 6% of revenues from five of these partnerships.
         For the six months ended June 30, 1996 and 1995, approximately
         $118,900 and $113,900, respectively, was paid to the NAPICO affiliate
         for property management fees.

         Pursuant to the Memorandum of Understanding entered into on August 11,
         1995, the Partnership paid to the affiliated management company
         $16,207 in interest on May 1, 1996.  The interest relates to funds
         advanced to the Partnership by the master disbursement account
         maintained by the management company.  In addition, the Partnership on
         May 1, 1996 reimbursed Housing Programs Corporation II $15,000 for
         professional fees,





                                       8
<PAGE>   12
                            HOUSING PROGRAMS LIMITED
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                                 JUNE 30, 1996


NOTE 4 - ACCRUED FEES AND EXPENSES DUE TO GENERAL PARTNERS (CONTINUED)

         which were paid on behalf of the Partnership in connection with issues
         raised in the Memorandum of Understanding.

NOTE 5 - CONTINGENCIES

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

NOTE 6 - 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 and are
         payable only out of cash distributions from the investee partnerships.
         The income generated by the operations of the 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 payable and related accrued interest.  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.





                                       9
<PAGE>   13
                            HOUSING PROGRAMS LIMITED
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                                 JUNE 30, 1996


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS

         LIQUIDITY AND CAPITAL RESOURCES

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

         RESULTS OF OPERATIONS

         Partnership revenues consist primarily of interest income earned on
         certificates of deposit and other temporary investment of funds.  The
         Partnership may also receive distributions from the lower-tier limited
         partnerships in which it has invested, however, such amounts are not
         expected to be material.

         Operating expenses of the Partnership consist of recurring general and
         administrative expenses, professional fees for services rendered to
         the Partnership and accrued interest on the notes payable.  In
         addition, an annual Partnership management fee in an amount equal to
         .5 percent of invested assets is payable to the general partners.

         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.  Losses incurred after the limited partnership
         investment account is reduced to zero are not recognized.

         Distributions received from limited partnerships are treated 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 treated as income.

         Except for certificates of deposit and money market funds, the
         Partnership's investments consist entirely of interests in other
         limited partnerships owning government assisted housing projects.
         Available cash is invested to provide interest income as reflected in
         the statements of operations.  These funds can be converted to cash to
         meet obligations as they arise.  The Partnership intends to continue
         investing available funds in this manner.

         The Montecito Local Partnership had been operating at a deficit, and
         the general partner of the Montecito Local Partnership was
         unsuccessful in its attempts to negotiate a mortgage modification with
         the lender.  No mortgage payments were made since June 6, 1994 and the
         mortgage was in default.  On July 18, 1995, the property was
         foreclosed upon by the lender.  The Partnership's original investment
         in the Montecito Local Partnership represented approximately 5% of the
         Partnership's total capital raised.  The Partnership's financial
         statements reflect no investment in the Montecito Local Partnership at
         June 30, 1996 and December 31, 1995.





                                       10
<PAGE>   14
                            HOUSING PROGRAMS LIMITED
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                                 JUNE 30, 1996


PART II.   OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS

As of June 30, 1996, NAPICO was a plaintiff or defendant in several lawsuits.
None of these suits are related to the Partnership.  In the opinion of NAPICO,
the claims will not result in any material liability to the Partnership.

Housing Programs Corporation II, a general partner of the Partnership, and
certain of its affiliates, on their own behalf and on behalf of the Partnership
and certain other partnerships with which they are associated (collectively,
the "Plaintiff Partnerships"), and NAPICO, and certain of its affiliates, have
entered into a Memorandum of Understanding dated August 11, 1995 and a
Supplement to Memorandum of Understanding dated April 30 1996 (the "MOU").  In
addition to establishing certain Partnership controls, the MOU resolved and
settled various management and control issues which were under discussion for
some time and various claims which were raised in a lawsuit filed in the Los
Angeles Superior Court on June 9, 1995 by Housing Programs Corporation II, the
Partnership, and others against, among others , NAPICO ("the Lawsuit").  All
parties entered into the MOU without any admission of wrongdoing or liability
by any defendant as to any claim in the Lawsuit, in a desire to avoid continued
litigation that would be expensive, time consuming and complex.

By virtue of the MOU, the parties thereto have agreed, among other things,  to
the following:

      1.   An analysis was prepared of the books and records of the Partnership
           including an analysis of the books and records of the master
           disbursement account maintained by an affiliate of NAPICO.  Based on
           the analysis, the Partnership paid NAPICO and its affiliates $16,207
           in interest on May 1, 1996, related to funds advanced to the
           Partnership by the master disbursement account.

      2.   HAPI Management, Inc. ("HAPI"), an affiliate of NAPICO shall
           continue to manage the five Partnership properties it currently
           manages, subject to various agreed-upon modifications to the
           existing management agreements, and HAPI will not manage the other
           properties of the Partnership.  All future management arrangements
           with HAPI will be subject to Housing Programs Corporation II's
           reasonable approval.

      3.   On May 1, 1996, the Partnership reimbursed Housing Programs
           Corporation II $15,000 for professional fees, which were paid on
           behalf of the Partnership in connection with issues raised in the
           MOU.

      4.   The Partnership has engaged an independent Cash Manager, designated
           by Housing Programs Corporation II, and approved by NAPICO, to
           perform cash management services, including maintenance of the
           Partnership's bank accounts and reserves, payment of property
           management fees and other accounts payable, payments to affiliates
           of NAPICO, and payment of cash distributions, if any, to the Limited
           Partners.   NAPICO has agreed to prepare detailed annual budgets to
           be approved by  Housing Programs Corporation II and thereafter used
           by the Cash Manager as a guide and control over Partnership
           operations.





                                       11
<PAGE>   15

                            HOUSING PROGRAMS LIMITED
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                                 JUNE 30, 1996


PART II.   OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS (CONTINUED)

      5.   Upon the uncured breach of certain provisions of the MOU, or upon a
           future breach of NAPICO's fiduciary duties, Housing Programs
           Corporation II may cause NAPICO to resign as a general partner of
           the Partnership and become a limited partner thereof.


ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K

      (a)  No reports on Form 8-K were filed during the quarter ended June 30,
           1996.





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<PAGE>   16
                            HOUSING PROGRAMS LIMITED
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                                 JUNE 30, 1996


                                   SIGNATURES


Pursuant to the requirements 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.


                     HOUSING PROGRAMS LIMITED
                     (a California limited partnership)



                     By:     National Partnership Investments Corp.
                             General Partner


                     Date:                                                  
                           -------------------------------------------------




                     By:                                                       
                           -------------------------------------------------
                             Bruce Nelson
                             President



                     Date:                                                  
                           -------------------------------------------------



                     By:                                                       
                           -------------------------------------------------
                             Shawn Horwitz
                             Executive Vice President and
                             Chief Financial Officer




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