UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-QSB

(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934

               For the quarterly period ended March 31, 2004


[ ]   TRANSITION  REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES
      EXCHANGE  ACT OF 1934

          For the transition period from __________ to __________

                         Commission file number 0-13808


                            HOUSING PROGRAMS LIMITED
             (Exact name of registrant as specified in its charter)


          California                                             95-3906167
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization                               Identification No.)

                          55 Beattie Place, PO Box 1089
                        Greenville, South Carolina 29602
                    (Address of principal executive offices)

                                 (864) 239-1000
                           (Issuer's telephone number)

<PAGE>

                         PART I - FINANCIAL INFORMATION


ITEM 1.     FINANCIAL STATEMENTS


                            HOUSING PROGRAMS LIMITED
                       (a California limited partnership)

                                  BALANCE SHEET
                                 (in thousands)

                                 MARCH 31, 2004
                                   (Unaudited)



                             ASSETS

Investments in local limited partnerships                                $ --
Cash and cash equivalents                                                    77

            Total assets                                                 $ 77

               LIABILITIES AND PARTNERS' DEFICIT

Liabilities:
   Note payable in default (Note 3)                                     $ 2,000
   Accrued interest payable in default (Note 3)                           3,559
   Accounts payable                                                          24
   Advances due to affiliates (Note 4)                                      101

                                                                           5,684
Partners' deficit:
   General partners                                                        (306)
   Limited partners                                                      (5,301)

                                                                         (5,607)

            Total liabilities and partners' deficit                      $ 77

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


<PAGE>

                            HOUSING PROGRAMS LIMITED
                       (a California limited partnership)

                            STATEMENTS OF OPERATIONS
                                   (Unaudited)
                      (in thousands, except per unit data)



                                                          Three Months Ended
                                                                March 31,
                                                        2004              2003
  OPERATING EXPENSES:
    Management fees - partners (Note 4)                 $ 37              $ 49
    General and administrative (Note 4)                      9                6
    Legal and accounting                                    30               14
    Interest                                                47              108
          Total operating expenses                         123              177

  Net loss                                             $ (123)           $ (177)

  Net loss to general partners (1%)                     $ (1)             $ (2)
  Net loss to limited partners (99%)                      (122)            (175)

                                                       $ (123)           $ (177)
  Net loss per limited partnership interest
    (Note 1)                                           $ (9.95)         $(14.15)



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

<PAGE>

                            HOUSING PROGRAMS LIMITED
                       (a California limited partnership)

                 STATEMENT OF CHANGES IN PARTNERS' DEFICIT
                                   (Unaudited)
                      (in thousands, except interest data)


                                        General          Limited
                                       Partners          Partners          Total

Partners' deficit,
  December 31, 2003                     $ (305)          $(5,179)       $(5,484)

Net loss for the three months
  ended March 31, 2004                       (1)            (122)          (123)

Partners' deficit,
  March 31, 2004                        $ (306)          $(5,301)       $(5,607)

Percentage interest at
  March 31, 2004                          1%               99%             100%
                                                                            (A)

(A)   Consists  of 12,250  partnership  interests  at March 31,  2004 and 12,260
      partnership  interest at December 31, 2003.  During the three months ended
      March 31, 2004, 10 interests were abandoned (Note 5).


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

<PAGE>

                            HOUSING PROGRAMS LIMITED
                       (a California limited partnership)

                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                 (in thousands)

<TABLE>
<CAPTION>

                                                                       Three Months Ended
                                                                           March 31,
                                                                      2004            2003
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                  <C>             <C>
  Net loss                                                           $ (123)         $ (177)
  Adjustments to reconcile net loss to net cash used in
   operating activities:
     Accrued interest payable                                            47             108
     Accounts payable and accrued expenses                               14              12
     Accrued fees due to affiliates                                     (87)             54
         Net cash used in operating activities                         (149)             (3)

NET DECREASE IN CASH AND CASH EQUIVALENTS                              (149)             (3)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                          226               5

CASH AND CASH EQUIVALENTS, END OF PERIOD                              $ 77            $ 2


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

</TABLE>

<PAGE>

                            HOUSING PROGRAMS LIMITED
                       (a California limited partnership)

                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

                                 MARCH 31, 2004


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

General

The  information  contained in the following  notes to the  unaudited  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  Partnership's  annual report for the year ended
December 31, 2003.  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  the  Partnership,  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 March 31,  2004 and the results of  operations  and changes in cash flows for
the three months ended March 31, 2004 and 2003.

Organization

The Partnership was organized under the California  Uniform Limited  Partnership
Act on May 15, 1984.  The  Partnership  was formed to invest  primarily in other
limited  partnerships  which own or lease and  operate  federal,  state or local
government-assisted  housing  projects.  The general partners of the Partnership
are National  Partnership  Investments Corp. ("NAPICO" or the "Corporate General
Partner"),  Housing Programs Corporation II and National Partnership  Investment
Associates (collectively, the "General Partners"). The Corporate General Partner
is a subsidiary of Apartment  Investment and  Management  Company  ("AIMCO"),  a
publicly traded real estate investment trust.

The general  partners  have a one percent  interest in profits and losses of the
Partnership.  The limited  partners have the remaining 99 percent interest which
is allocated in proportion to their respective individual investments.

Basis of Presentation

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

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  account  and were
amortized by the straight line method over the estimated lives of the underlying
assets, which was 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  at the  beginning  of the year.  The number of limited  partnership
interests was 12,260 at December 31, 2003 and 12,368 at December 31, 2002.

Recent Accounting Pronouncements

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

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

NOTE 2 - INVESTMENTS IN AND ADVANCES TO LOCAL LIMITED PARTNERSHIPS

As of March 31, 2004, the  Partnership  holds limited  partnership  interests in
four local limited  partnerships (the "Local Limited  Partnerships").  The Local
Limited  Partnerships  own residential low income rental projects  consisting of
736  apartment  units.  The mortgage  loans of these  projects are payable to or
insured by various governmental agencies.

The  Partnership,  as a limited  partner,  does not  exercise  control  over the
activities and operations,  including  refinancing or selling decisions,  of the
Local  Limited  Partnerships.  Accordingly,  the  Partnership  accounts  for its
investments  in the Local  Limited  Partnerships  using the equity  method.  The
Partnership  is allocated  profits and losses of the Local Limited  Partnerships
based upon its respective ownership percentage of 99%.  Distributions of surplus
cash from operations from most of the Local Limited  Partnerships are restricted
by the Local Limited Partnerships'  Regulatory Agreements with the United States
Department of Housing and Urban Development  ("HUD").  These  restrictions limit
the distribution to a portion,  generally less than 10%, of the initial invested
capital.  The excess surplus cash is deposited into a residual receipts reserve,
of which  the  ultimate  realization  by the  Partnership  is  uncertain  as HUD
frequently retains it upon sale or dissolution of the Local Limited Partnership.
The Partnership is allocated profits and losses and receives  distributions from
refinancings  and  sales in  accordance  with the  Local  Limited  Partnerships'
partnership  agreements.   These  agreements  usually  limit  the  Partnership's
distributions to an amount  substantially less than its ownership  percentage in
the Local Limited Partnership.

The individual  investments are carried at cost plus the Partnership's  share of
the Local  Limited  Partnership's  profits less the  Partnership's  share of the
Local Limited  Partnership's  losses,  distributions and impairment charges. The
Partnership  is not  legally  liable for the  obligations  of the Local  Limited
Partnerships  and is not otherwise  committed to provide  additional  support to
them. Therefore, it does not recognize losses once its investment in each of the
Local Limited  Partnerships  reaches zero.  Distributions from the Local Limited
Partnerships  are accounted for as a reduction of the  investment  balance until
the investment  balance is reduced to zero. When the investment balance has been
reduced to zero, subsequent  distributions  received are recognized as income in
the accompanying statements of operations.

For those  investments  where the  Partnership  has determined that the carrying
value  of its  investments  approximates  the  estimated  fair  value  of  those
investments,  the  Partnership's  policy is to recognize equity in income of the
Local  Limited  Partnerships  only to the extent of  distributions  received and
amortization  of  acquisition  costs  from  those  Local  Limited  Partnerships.
Therefore,  the  Partnership  limits its  recognition of equity  earnings to the
amount it expects to ultimately realize.

The  Partnership  has no  carrying  value in  investments  in the Local  Limited
Partnerships as of March 31, 2004.

The following are unaudited combined estimated  statements of operations for the
three months ended March 31, 2004 and 2003 for the Local Limited Partnerships in
which the Partnership has investments (in thousands):

                                         Three Months Ended
                                              March 31,
                                         2004          2003
                                                    (Restated)
Revenues
  Rental and other                      $ 1,216       $ 1,260

Expenses
  Operating                                 782           759
  Interest                                  355           290
  Depreciation                              282           282
                                          1,419         1,331

Loss from continuing operations            (203)          (71)
Loss from discontinued operations            --           (69)

Net loss                                $ (203)       $  (140)

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

NAPICO,  or one of its affiliates,  is the general partner and property  manager
for one of the Local  Limited  Partnerships  included  above.  During  the three
months  ended  March 31,  2004 and 2003,  affiliates  of the  Corporate  General
Partner were paid approximately $6,000 and $25,000,  respectively, for providing
property management services.

One of the Local Limited Partnerships,  Cloverdale Heights Apartments, Ltd., has
outstanding  purchase money notes and accrued  interest that matured in December
2000. In addition,  a second Local Limited  Partnership,  Jenny Lind Hall Second
Limited  Partnership,  has a subordinated note and accrued interest that matured
in December  1999.  Each of these Local  Limited  Partnerships  is in default on
these  obligations.  The Partnership risks losing its investments in these Local
Limited Partnerships through foreclosure.  All of the investments in these Local
Limited Partnerships were zero at March 31, 2004.

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

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

NOTE 3 - NOTE PAYABLE

One of the Partnership's  investments,  Plaza Village,  involved the purchase of
partnership  interests  in the  Local  Limited  Partnership  from  partners  who
subsequently withdrew from the Local Limited Partnership. The Partnership issued
a  non-recourse  note  payable  totaling   $2,000,000  to  the  sellers  of  the
partnership  interests,  such note bearing  interest at 9.5% per annum. The note
matured in 1999. This obligation and related interest is  collateralized  by the
Partnership's  investment in the Local Limited Partnership.  Unpaid interest was
due at maturity of the note.

At March  31,  2004,  the  obligation  relating  to the Plaza  Village  note was
$2,000,000  and accrued  interest was  approximately  $3,559,000.  AIMCO,  which
indirectly  owns the Corporate  General  Partner of the  Partnership,  has a 15%
interest in and is the trustee for the Plaza Village note payable.

The  Partnership  has not made any payments on the Plaza  Village note and is in
default  under the terms of the note.  Management  is  attempting  to  negotiate
extensions  of the maturity date on the note payable.  If the  negotiations  are
unsuccessful,  the  Partnership  could lose its  investment in the Local Limited
Partnership,  Plaza  Village  Group,  to  foreclosure.  The  investment in Plaza
Village was zero at March 31, 2004.

NOTE 4 - TRANSACTIONS WITH AFFILIATED PARTIES

Under  the  terms of the  Restated  Certificate  and  Agreement  of the  Limited
Partnership,  the  Partnership  is obligated  to pay to the general  partners an
annual  management fee equal to 0.5 percent of the original  invested  assets of
the Local  Limited  Partnerships.  Invested  assets is  defined  as the costs of
acquiring project interests  including the proportionate  amount of the mortgage
loans  related to the  Partnership's  interests  in the capital  accounts of the
respective Local Limited Partnerships. For the three months ended March 31, 2004
and 2003, approximately $37,000 and $49,000, respectively, has been expensed.

The Partnership  reimburses  NAPICO for certain  expenses.  The reimbursement to
NAPICO was approximately $5,000 for the three months ended March 31, 2004 and is
included in general and administrative expenses. No reimbursements were made for
the same period in 2003.

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

AIMCO,  which indirectly owns the Corporate  General Partner of the Partnership,
has a 15% interest in, and is the trustee for, the Plaza Village note payable.

NOTE 5 - ABANDONMENT OF LIMITED PARTNERSHIP INTERESTS

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

NOTE 6 - CONTINGENCIES

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

Pursuant to a formal order of investigation received by AIMCO on March 29, 2004,
the  Central  Regional  Office of the  United  States  Securities  and  Exchange
Commission is conducting an  investigation  relating to certain  matters.  AIMCO
believes the areas of investigation  include AIMCO's  miscalculated  monthly net
rental  income  figures in third  quarter 2003,  forecasted  guidance,  accounts
payable,  rent concessions,  vendor rebates,  and capitalization of expenses and
payroll.  AIMCO is cooperating  fully.  AIMCO does not believe that the ultimate
outcome  will  have a  material  adverse  effect on its  consolidated  financial
condition or results of operations  taken as a whole.  Similarly,  the Corporate
General Partner does not believe that the ultimate  outcome will have a material
adverse effect on the Partnership's financial condition or results of operations
taken as a whole.

ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The matters discussed in this report contain certain forward-looking statements,
including, without limitation, statements regarding future financial performance
and the effect of government  regulations.  Actual results may differ materially
from those described in the forward-looking statements and will be affected by a
variety of risks and factors including,  without limitation:  national and local
economic  conditions;  the terms of  governmental  regulations  that  affect the
Registrant and interpretations of those regulations; the competitive environment
in which the Registrant operates;  financing risks, including the risk that cash
flows from operations may be insufficient to meet required payments of principal
and interest;  real estate risks, including variations of real estate values and
the general  economic  climate in local markets and  competition  for tenants in
such markets;  litigation,  including  costs  associated  with  prosecuting  and
defending  claims  and  any  adverse   outcomes,   and  possible   environmental
liabilities.   Readers  should  carefully  review  the  Registrant's   financial
statements and the notes thereto,  as well as the risk factors  described in the
documents  the  Registrant  files  from  time to time  with the  Securities  and
Exchange Commission.

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

Liquidity and Capital Resources

The properties in which the Partnership has invested, through its investments in
the Local Limited Partnerships, receive one or more forms of assistance from the
Federal  Government.  As a result,  the Local Limited  Partnerships'  ability to
transfer funds either to the Partnership or among themselves in the form of cash
distributions,  loans or advances is generally  restricted  by those  government
assistance programs.

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

At  March  31,  2004,  the  Partnership   had  cash  and  cash   equivalents  of
approximately  $77,000  which was  invested in interest  bearing  accounts.  The
amount of interest  income  varies with market  rates  available on deposits and
with the amount of funds available for investment. Interest earned was less than
$1,000 for the three  months  ended  March 31,  2004 and 2003.  The  Partnership
intends to continue investing available funds in this manner.

One of the Partnership's  investments,  Plaza Village,  involved the purchase of
partnership  interests  in the  Local  Limited  Partnership  from  partners  who
subsequently withdrew from the Local Limited Partnership. The Partnership issued
a  non-recourse  note  payable  totaling   $2,000,000  to  the  sellers  of  the
partnership  interests,  such note bearing  interest at 9.5% per annum. The note
matured in 1999. This obligation and related interest is  collateralized  by the
Partnership's  investment in the Local Limited Partnership.  Unpaid interest was
due at maturity of the note.

The  Partnership  has not made any payments on the Plaza  Village note and is in
default  under the terms of the note.  Management  is  attempting  to  negotiate
extensions  of the maturity date on the note payable.  If the  negotiations  are
unsuccessful,  the  Partnership  could lose its  investment in the Local Limited
Partnership,  Plaza  Village  Group,  to  foreclosure.  The  investment in Plaza
Village is zero at March 31, 2004.

One of the Local Limited  Partnerships has outstanding  purchase money notes and
accrued  interest  that  matured in  December  2000 and  another  Local  Limited
Partnership  has a  subordinated  note and  accrued  interest  that  matured  in
December 1999.  Each of these Local Limited  Partnerships is in default on these
obligations. The Partnership risks losing its investments in these Local Limited
Partnerships through foreclosure.  All of the investments in these Local Limited
Partnerships were zero at March 31, 2004.

Results of Operations

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

An annual  management fee is payable to the general  partners of the Partnership
and is  calculated  at 0.5 percent of the  Partnership's  invested  assets.  The
management fee is paid to the general partners for their  continuing  management
of Partnership  affairs.  The fee is payable  beginning with the month following
the Partnership's initial investment in a Local Limited Partnership.  Management
fees were approximately $37,000 and $49,000 for the three months ended March 31,
2004 and 2003, respectively.

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

Operating expenses,  other than management fees and interest expense, consist of
legal and accounting  fees for services  rendered to the Partnership and general
and  administrative  expenses.  Legal and  accounting  fees  were  approximately
$30,000  and  $14,000  for the  three  months  ended  March  31,  2004 and 2003,
respectively. The increase in legal fees is due to costs incurred in relation to
a solicitation of the limited partners. General and administrative expenses were
approximately  $9,000 and $6,000 for the three  months  ended March 31, 2004 and
2003, respectively.

The  Partnership,  as a limited  partner,  does not  exercise  control  over the
activities and  operations,  including  refinancing or selling  decisions of the
Local  Limited  Partnerships.  Accordingly,  the  Partnership  accounts  for its
investment in the Local Limited  Partnerships using the equity method.  Thus the
individual  investments are carried at cost plus the Partnership's  share of the
Local Limited  Partnership's  profits less the Partnership's  share of the Local
Limited  Partnership's  losses,  distributions and impairment charges.  However,
since the  Partnership  is not legally  liable for the  obligations of the Local
Limited  Partnerships,  or is not  otherwise  committed  to  provide  additional
support to them, it does not recognize losses once its investment in each of the
Local Limited  Partnerships  reaches zero.  Distributions from the Local Limited
Partnerships  are accounted for as a reduction of the  investment  balance until
the investment balance is reduced to zero. Subsequent distributions received are
recognized  as  income  in  the  accompanying  statements  of  operations.   The
Partnership  received no distributions that were recognized as income during the
three  months  ended March 31, 2004 and 2003.  For those  investments  where the
Partnership   has  determined   that  the  carrying  value  of  its  investments
approximates the estimated fair value of those  investments,  the  Partnership's
policy is to recognize equity in income of the Local Limited  Partnerships  only
to the extent of distributions  received and  amortization of acquisition  costs
from those Local Limited  Partnerships.  During the three months ended March 31,
2004 and 2003, there was no equity in losses in Local Limited Partnerships.  The
Partnership  did not make any  advances  during the three months ended March 31,
2004 or 2003.

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

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

Other

AIMCO and its affiliates owned 580.5 limited  partnership units (the "Units") or
1,161.0 limited partnership  interests in the Partnership  representing 9.48% of
the  outstanding  Units  at March  31,  2004.  A Unit  consists  of two  limited
partnership interests.  It is possible that AIMCO or its affiliates will acquire
additional  Units in  exchange  for cash or a  combination  of cash and units in
AIMCO  Properties,  L.P., the operating  partnership  of AIMCO.  Pursuant to the
Partnership Agreement,  unitholders holding a majority of the Units are entitled
to take action with  respect to a variety of matters that  include,  but are not
limited to, voting on certain amendments to the Partnership Agreement and voting
to remove the Corporate General Partner.  Although the Corporate General Partner
owes fiduciary duties to the limited partners of the Partnership,  the Corporate
General partner also owes fiduciary duties to AIMCO as its sole stockholder.  As
a result,  the duties of the Corporate  General  Partner,  as corporate  general
partner, to the Partnership and its limited partners may come into conflict with
the duties of the Corporate General Partner to AIMCO, as its sole stockholder.

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with accounting principles
generally  accepted  in the  United  States  requires  the  Partnership  to make
estimates and  assumptions.  The  Partnership  believes that of its  significant
accounting  policies,  the following may involve a higher degree of judgment and
complexity.

Method of Accounting for Investments in Local Limited Partnerships

The  Partnership,  as a limited  partner,  does not  exercise  control  over the
activities and operations,  including  refinancing or selling decisions,  of the
Local  Limited  Partnerships.  Accordingly,  the  Partnership  accounts  for its
investments  in the Local  Limited  Partnerships  using the equity  method.  The
Partnership  is allocated  profits and losses of the Local Limited  Partnerships
based upon its respective ownership percentage of 99%.  Distributions of surplus
cash from operations from most of the Local Limited  Partnerships are restricted
by the Local Limited Partnerships'  Regulatory Agreements with the United States
Department of Housing and Urban Development  ("HUD").  These  restrictions limit
the distribution to a portion,  generally less than 10%, of the initial invested
capital.  The excess surplus cash is deposited into a residual receipts reserve,
of which  the  ultimate  realization  by the  Partnership  is  uncertain  as HUD
frequently retains it upon sale or dissolution of the Local Limited Partnership.
The Partnership is allocated profits and losses and receives  distributions from
refinancings  and  sales in  accordance  with the  Local  Limited  Partnerships'
partnership  agreements.   These  agreements  usually  limit  the  Partnership's
distributions to an amount  substantially less than its ownership  percentage in
the Local Limited Partnership.

The individual  investments are carried at cost plus the Partnership's  share of
the Local  Limited  Partnership's  profits less the  Partnership's  share of the
Local Limited  Partnership's  losses,  distributions and impairment charges. The
Partnership  is not  legally  liable for the  obligations  of the Local  Limited
Partnerships  and is not otherwise  committed to provide  additional  support to
them. Therefore, it does not recognize losses once its investment in each of the
Local Limited  Partnerships  reaches zero.  Distributions from the Local Limited
Partnerships  are accounted for as a reduction of the  investment  balance until
the investment  balance is reduced to zero. When the investment balance has been
reduced to zero, subsequent  distributions  received are recognized as income in
the accompanying statements of operations.

For those  investments  where the  Partnership  has determined that the carrying
value  of its  investments  approximates  the  estimated  fair  value  of  those
investments,  the  Partnership's  policy is to recognize equity in income of the
Local  Limited  Partnerships  only to the extent of  distributions  received and
amortization  of  acquisition  costs  from  those  Local  Limited  Partnerships.
Therefore,  the  Partnership  limits its  recognition of equity  earnings to the
amount it expects to ultimately realize.

Recent Accounting Pronouncements

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

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

ITEM 3.     CONTROLS AND PROCEDURES

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

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

                           PART II - OTHER INFORMATION


ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

            a) Exhibits:

                  Exhibit  3,  Restated  Certificate  and  Agreement  of Limited
                  Partnership  dated May 15, 1984 filed with the  Securities and
                  Exchange  Commission  Form S-11 No.  2-92352,  which is hereby
                  incorporated by reference.

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

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

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

            b) Reports  on Form 8-K filed  during the  quarter  ended  March 31,
               2004:

                  Current  Report dated  December 31, 2003 and filed  January 2,
                  2004 disclosing the  Stipulation of Settlement  between NAPICO
                  and the plaintiffs.


<PAGE>


                                   SIGNATURES



In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.


                                    HOUSING PROGRAMS LIMITED
                                    (a California limited partnership)


                                    By:   National Partnership Investments Corp.
                                          Corporate General Partner


                                    By:   /s/David R. Robertson
                                          David R. Robertson
                                          President and Chief Executive
                                          Officer


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


                                    Date: May 13, 2004


<PAGE>



Exhibit 31.1


                                  CERTIFICATION


I, David R. Robertson, certify that:


1.    I have reviewed this quarterly  report on Form 10-QSB of Housing  Programs
      Limited;

2.    Based on my knowledge,  this report does not contain any untrue  statement
      of a material fact or omit to state a material fact  necessary to make the
      statements made, in light of the circumstances under which such statements
      were made,  not  misleading  with  respect  to the period  covered by this
      report;

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

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

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

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

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

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

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

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


Date:  May 13, 2004

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


<PAGE>



Exhibit 31.2


                                  CERTIFICATION

I, Brian H. Shuman, certify that:

1.    I have reviewed this quarterly  report on Form 10-QSB of Housing  Programs
      Limited;

2.    Based on my knowledge,  this report does not contain any untrue  statement
      of a material fact or omit to state a material fact  necessary to make the
      statements made, in light of the circumstances under which such statements
      were made,  not  misleading  with  respect  to the period  covered by this
      report;

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

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

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

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

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

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

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

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


Date:  May 13, 2004

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



<PAGE>


Exhibit 32.1


                          Certification of CEO and CFO
                       Pursuant to 18 U.S.C. Section 1350,
                           As Adopted Pursuant to
               Section 906 of the Sarbanes-Oxley Act of 2002



In  connection  with the  Quarterly  Report on Form  10-QSB of Housing  Programs
Limited (the  "Partnership"),  for the quarterly  period ended March 31, 2004 as
filed with the  Securities  and  Exchange  Commission  on the date  hereof  (the
"Report"),  David R. Robertson, as the equivalent of the chief executive officer
of the  Partnership,  and  Brian  H.  Shuman,  as the  equivalent  of the  chief
financial  officer of the  Partnership,  each hereby  certifies,  pursuant to 18
U.S.C.  Section 1350, as adopted  pursuant to Section 906 of the  Sarbanes-Oxley
Act of 2002, that, to the best of his knowledge:

      (1)   The Report fully complies with the  requirements of Section 13(a) or
            15(d) of the Securities Exchange Act of 1934; and

      (2)   The  information  contained in the Report  fairly  presents,  in all
            material respects, the financial condition and results of operations
            of the Partnership.


                                           /s/David R. Robertson
                                    Name:  David R. Robertson
                                    Date:  May 13, 2004


                                           /s/Brian H. Shuman
                                    Name:  Brian H. Shuman
                                    Date:  May 13, 2004


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