<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 MARCH 31, 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 March 31, 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 MARCH 31, 1996

PART I.  FINANCIAL INFORMATION

          Item 1.  Financial Statements

               Balance Sheets, March 31, 1996 and December 31, 1995 ........1

               Statements of Operations,
                    Three Months Ended March 31, 1996 and 1995..............2

               Statement of Partners' Equity (Deficiency),
                    Three Months Ended March 31, 1996 ......................3

               Statements of Cash Flow,
                    Three Months Ended March 31, 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


<PAGE>   4
                            HOUSING PROGRAMS LIMITED


                            HOUSING PROGRAMS LIMITED
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                                 BALANCE SHEETS
                      MARCH 31, 1996 AND DECEMBER 31, 1995

                                     ASSETS

<TABLE>
<CAPTION>
                                                                       1996               1995
                                                                    (Unaudited)        (Audited)
                                                                    -----------        ---------


<S>                                                                <C>               <C>
          INVESTMENTS IN LIMITED PARTNERSHIPS
              (Notes 1 and 2)                                      $ 14,508,783      $ 14,470,783

          CASH AND CASH EQUIVALENTS (Notes 1 and 2)                   1,070,803           595,330

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

                    TOTAL ASSETS                                   $ 15,704,586      $ 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)              10,117,326         9,864,545
               Accrued fees and expenses due general
                   partners (Note 4)                                  1,103,257           990,393
               Accounts payable and other liabilities (Note 2)          433,617            15,432
                                                                   ------------      ------------

                                                                     21,823,943        21,040,113
                                                                   ------------      ------------

          COMMITMENTS AND CONTINGENCIES
               (Notes 2, 4 and 5)

          PARTNERS' EQUITY (DEFICIENCY):
               General partners                                        (311,940)         (309,236)
               Limited partners                                      (5,807,417)       (5,539,764)
                                                                   ------------      ------------
                                                                     (6,119,357)       (5,849,000)
                                                                   ------------      ------------
                     TOTAL LIABILITIES AND PARTNERS'
                          DEFICIENCY                               $ 15,704,586      $ 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
                   THREE MONTHS ENDED MARCH 31, 1996 AND 1995
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                      1996           1995
                                                      ----           ----


<S>                                                 <C>            <C>      
INTEREST INCOME                                     $   6,716      $   5,361
                                                    ---------      ---------

OPERATING EXPENSES:
     Management fees - general partner (Note 4)       131,663        142,224
     General and administrative (Note 4)               15,019         17,570
     Legal and accounting (Note 4)                     44,804         58,247
     Interest (Notes 3 and 4)                         268,988        241,532
                                                    ---------      ---------

                      Total operating expenses        460,474        459,573
                                                    ---------      ---------

LOSS FROM OPERATIONS                                 (453,758)      (454,212)

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

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

NET LOSS                                            $(270,357)     $(292,173)
                                                    =========      =========

NET LOSS PER LIMITED PARTNERSHIP INTEREST           $     (22)     $     (24)
                                                    =========      =========
</TABLE>





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



                                       2
<PAGE>   6

                            HOUSING PROGRAMS LIMITED
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                   STATEMENT OF PARTNERS' EQUITY (DEFICIENCY)
                        THREE MONTHS ENDED MARCH 31, 1996
                                   (Unaudited)

<TABLE>
<CAPTION>
                                         General          Limited
                                         Partners         Partners          Total
                                         --------         --------          -----


<S>                                    <C>              <C>              <C>
PARTNERSHIP INTERESTS
     March 31, 1996                                          12,368
                                                        ===========

DEFICIENCY, January 1, 1996            $  (309,236)     $(5,539,764)     $(5,849,000)
     Net loss for the three months
     ended March 31, 1996                   (2,704)        (267,653)        (270,357)
                                       -----------      -----------      -----------

DEFICIENCY, March 31, 1996             $  (311,940)     $(5,807,417)     $(6,119,357)
                                       ===========      ===========      ===========
</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
                   THREE MONTHS ENDED MARCH 31, 1996 AND 1995
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                        1996              1995
                                                                        ----              ----

<S>                                                                  <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
          Net  loss                                                  $  (270,357)     $  (292,173)
          Adjustments to reconcile net loss to net cash
             provided by operating activities:
                 Equity in income of limited partnerships
                    and amortization of acquisition costs                (38,000)         (18,620)
                 Increase in accrued interest payable                    252,781          241,532
                 Increase in accrued fees and
                    expenses due general partners                        112,864           92,226
                 Increase in accounts payable                            418,185          421,854
                                                                     -----------      -----------

                       Net cash provided by operating activities         475,473          444,819
                                                                     -----------      -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
          Distributions from limited partnerships
             recognized as a return of capital                              --             16,897
          Increase in advances to limited partnership                       --            (10,331)
          Decrease in short term investments                                --              8,233
                                                                     -----------      -----------

                      Net cash provided by investing activities             --             14,799
                                                                     -----------      -----------

NET INCREASE IN CASH AND CASH EQUIVALENTS                                475,473          459,618

CASH AND CASH EQUIVALENTS,  BEGINNING OF PERIOD                          595,330          624,935
                                                                     -----------      -----------

CASH AND CASH EQUIVALENTS,  END OF PERIOD                            $ 1,070,803      $ 1,084,553
                                                                     ===========      ===========
</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

                                 MARCH 31, 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 the corporate 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 March
31, 1996 and the results of operations for the three and three months then ended
and changes in cash flow for the three 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)

                                 MARCH 31, 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 limited partnership interests in 18 limited
         partnerships. As a result of the loss of the Montecito Hotel on July
         18, 1995 through foreclosure proceedings, the number of limited
         partnership interests now held by the Partnership 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)

                                 MARCH 31, 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 March 31, 1996:

<TABLE>
<CAPTION>
<S>                                                          <C>         
                Balance, beginning of period                 $ 14,470,783
                Amortization of acquisition costs                  (9,000)
                Equity in income of limited partnerships           47,000
                                                             ------------

                Balance, end of period                       $ 14,508,783
                                                             ============
</TABLE>


         The following are unaudited combined estimated statements of operations
         for the three months ended March 31, 1996 and 1995 for the limited
         partnerships in which the Partnership has investments:


<TABLE>
<CAPTION>
                                         1996             1995
                                         ----             ----

<S>                                   <C>              <C>        
            INCOME
               Rental and Other       $ 4,283,000      $ 4,204,000

            EXPENSES
               Depreciation               881,000          877,000
               Interest                   927,000          943,000
               Operating                2,823,000        2,790,000
                                      -----------      -----------

                   Total expenses       4,631,000        4,610,000
                                      -----------      -----------

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


         Included in cash and accounts payable and other liabilities is $419,723
         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)

                                 MARCH 31, 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 March 31, 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 December, 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 $7,462 for the three months ended March 31,
         1996 and 1995, and is included in operating expenses.

   
         As of March 31, 1996, the fees and expenses due the general partners
         exceeded the Partnership's cash, and cash equivalents. 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 three months ended March 31, 1996 and 1995, approximate by 
         $58,900 and $58,600, respectively, was paid to the 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, which were estimated to have been paid on behalf of the
         Partnership in connection with issues raised in the



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

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                                 MARCH 31, 1996

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

         Memorandum of Understanding. These amounts are included in operating
         expenses for the three months ended March 31, 1996 and in accrued fees
         and expenses due general partners at March 31, 1996.

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 management and 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 operations generated by 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)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                                 MARCH 31, 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 to
         improve the situation. 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 March 31, 1996 and December 31, 1995.


                                       10
<PAGE>   14
                            HOUSING PROGRAMS LIMITED
                       (A CALIFORNIA LIMITED PARTNERSHIP)
                                 MARCH 31, 1996

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

As of March 31, 1996, NAPICO was a plaintiff or defendant in several lawsuits.
None of these suits are related to the Partnership. In the opinion of management
and 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 resolves and
settles 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
                  estimated to have been paid 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)

                                 MARCH 31, 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
                  March 31, 1996.


                                       12
<PAGE>   16
                            HOUSING PROGRAMS LIMITED
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                                 MARCH 31, 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:
                                   ---------------------------
                                   Charles Boxenbaum
                                   Chairman of the Board

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