<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 10-Q


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

                  For the Quarterly Period Ended JUNE 30, 1999

                         Commission File Number 0-13808

                            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



Indicate by check mark whether the registrant (1) has filed all documents and
reports required to be filed 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

                            HOUSING PROGRAMS LIMITED
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                               INDEX TO FORM 10-Q

                       FOR THE QUARTER ENDED JUNE 30, 1999

<TABLE>
<CAPTION>

<S>                                                                                                     <C>
PART I.  FINANCIAL INFORMATION

              Item 1.  Financial Statements

                     Balance Sheets, June 30, 1999 and December 31, 1998 .................................1

                     Statements of Operations,
                            Six and Three Months Ended June 30, 1999 and 1998.............................2

                     Statement of Partners' Deficiency,
                            Six Months Ended June 30, 1999 ...............................................3

                     Statements of Cash Flow,
                            Six Months Ended June 30, 1999 and 1998.......................................4

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

              Item 2.  Management's Discussion and Analysis of Financial
                             Condition and Results of Operation..........................................12


PART II.  OTHER INFORMATION

              Item 1.  Legal Proceedings.................................................................16

              Item 6.  Exhibits and Reports on Form 8-K..................................................16

              Signatures.................................................................................17

</TABLE>



<PAGE>   3
                            HOUSING PROGRAMS LIMITED
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                                 BALANCE SHEETS

                       JUNE 30, 1999 AND DECEMBER 31, 1998

                                     ASSETS
<TABLE>
<CAPTION>

                                                                  1999
                                                               (Unaudited)           1998
                                                             ---------------     --------------
<S>                                                           <C>                <C>
        INVESTMENTS IN LIMITED PARTNERSHIPS                   $         --       $         --

        CASH AND CASH EQUIVALENTS (Note 1)                         559,179            831,751

        CASH DUE FROM ESCROW                                            --            202,714

        OTHER ASSETS                                                64,300                 --
                                                              ------------       ------------

                  TOTAL ASSETS                                $    623,479       $  1,034,465
                                                              ============       ============



                      LIABILITIES AND PARTNERS' DEFICIENCY

        LIABILITIES:
             Notes payable (Notes 3 and 6)                    $  4,600,000       $  4,600,000
             Accrued fees and expenses due general
                 partners (Note 4)                               1,628,306          1,355,519
             Accrued interest payable (Notes 3 and 6)            5,796,361          5,577,861
             Accounts payable                                       78,567            300,309
                                                              ------------       ------------

                                                                12,103,234         11,833,689
                                                              ------------       ------------


        COMMITMENTS AND CONTINGENCIES (Notes 2, 4 and 5)

        PARTNERS' DEFICIENCY:
             General partners                                     (365,544)          (358,739)
             Limited partners                                  (11,114,211)       (10,440,485)
                                                              ------------       ------------

                                                               (11,479,755)       (10,799,224)
                                                              ------------       ------------
                   TOTAL LIABILITIES AND PARTNERS'
                        DEFICIENCY                            $    623,479       $  1,034,465
                                                              ============       ============
</TABLE>



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

                                        1
<PAGE>   4


                            HOUSING PROGRAMS LIMITED
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                            STATEMENTS OF OPERATIONS
                SIX AND THREE MONTHS ENDED JUNE 30, 1999 AND 1998
                                   (Unaudited)
<TABLE>
<CAPTION>


                                                      Six months        Three months        Six months        Three months
                                                         ended             ended               ended              ended
                                                      June 30, 1999     June 30, 1999      June 30, 1998      June 30, 1998
                                                        ---------          ---------          ---------          ---------

<S>                                                   <C>                <C>                <C>                <C>
INTEREST INCOME                                         $   7,022          $     150          $  29,665          $  14,315
                                                        ---------          ---------          ---------          ---------

OPERATING EXPENSES:
     Management fees - general partner (Note 4)           208,488            104,244            246,480            123,240
     General and administrative (Note 4)                   51,693             20,996             39,002             20,510
     Legal and accounting (Note 4)                         66,869             39,550             77,305             26,243
     Interest (Notes 3 and 4)                             218,500            109,250            411,812            205,906
                                                        ---------          ---------          ---------          ---------

         Total operating expenses                         545,550            274,040            774,599            375,899
                                                        ---------          ---------          ---------          ---------

LOSS FROM OPERATIONS                                     (538,528)          (273,890)          (744,934)          (361,584)

DISTRIBUTIONS FROM LIMITED
     PARTNERSHIPS RECOGNIZED
     AS INCOME                                            560,711            560,711            378,885            261,317

EQUITY IN INCOME OF LIMITED
     PARTNERSHIPS AND AMORTIZATION
     OF ACQUISITION COSTS (Note 2)                             --                 --            184,000             92,000
                                                        ---------          ---------          ---------          ---------

NET INCOME (LOSS)                                       $  22,183          $ 286,821          $(182,049)         $  (8,267)
                                                        =========          =========          =========          =========

NET INCOME (LOSS) PER LIMITED PARTNERSHIP               $       2          $      23          $     (15)         $      (1)
                                                        =========          =========          =========          =========
</TABLE>


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

                                        2
<PAGE>   5

                            HOUSING PROGRAMS LIMITED
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                       STATEMENTS OF PARTNERS' DEFICIENCY
                         SIX MONTHS ENDED JUNE 31, 1999
                                   (Unaudited)


<TABLE>
<CAPTION>

                                             General               Limited
                                             Partners              Partners                 Total
                                           -----------           -------------         --------------

<S>                                        <C>                   <C>                   <C>
PARTNERSHIP INTERESTS                                                  12,368
                                                                 ============


DEFICIENCY, January 1, 1999                $   (358,739)         $(10,440,485)         $(10,799,224)

     Distribution                                (7,027)             (695,687)             (702,714)

     Net income for the six months
     ended June 30, 1999                            222                21,961                22,183
                                           ------------          ------------          ------------

DEFICIENCY, June 30, 1999                  $   (365,544)         $(11,114,211)         $(11,479,755)
                                           ============          ============          ============
</TABLE>


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

                                        3
<PAGE>   6
                            HOUSING PROGRAMS LIMITED
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                            STATEMENTS OF CASH FLOWS
                     SIX MONTHS ENDED JUNE 30, 1999 AND 1998
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                                   1999                 1998
                                                                               -----------          -----------
<S>                                                                            <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net income (loss)                                                         $    22,183          $  (182,049)
     Adjustments to reconcile net income (loss) to net
        cash provided by operating activities:
            Equity in income of limited partnerships
               and amortization of acquisition costs                                    --             (184,000)
            Increase in other assets                                               (64,300)              (3,200)
            Increase in accrued interest payable                                   218,500              394,221
            Increase in accrued fees and expenses due general partners             272,787              163,149
            (Decrease) increase in accounts payable                               (221,742)              74,585
                                                                               -----------          -----------

                  Net cash provided by operating activities                        227,428              262,706
                                                                               -----------          -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Sales proceeds                                                                202,714                   --
     Distributions from limited partnerships
        recognized as a return of capital                                               --               35,039
                                                                               -----------          -----------

                  Net cash provided by financing activities                        202,714               35,039
                                                                               -----------          -----------

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

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS                              (272,572)             297,745

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                     831,751            1,162,398
                                                                               -----------          -----------

CASH AND CASH EQUIVALENTS, END OF PERIOD                                       $   559,179          $ 1,460,143
                                                                               ===========          ===========

</TABLE>


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

                                        4
<PAGE>   7

                            HOUSING PROGRAMS LIMITED
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 30, 1999


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, 1998. National Partnership Investments Corp. ("NAPICO") is a general
        partner for the Partnership. Accounting measurements at interim dates
        inherently involve greater reliance on estimates than at year end. The
        results of operations for the interim period presented are not
        necessarily indicative of the results for the entire year.

        In the opinion of NAPICO, the accompanying unaudited financial
        statements contain all adjustments (consisting primarily of normal
        recurring accruals) necessary to present fairly the financial position
        of the Partnership at June 30, 1999 and the results of operations and
        changes in cash flows for the six and three months then ended.

        ORGANIZATION

        Housing Programs Limited (the "Partnership"), formed under the
        California Uniform Limited Partnership Act, was organized on May 15,
        1984. The Partnership was formed to invest primarily in other limited
        partnerships which own or lease and operate federal, state or local
        government-assisted housing projects. The general partners of the
        Partnership are National Partnership Investments Corp. (NAPICO), and
        Coast Housing Investment Associates (CHIA), a limited partnership and
        Housing Programs Corporation II.

        The general partners have a 1 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. National Partnership Investments Corp. (NAPICO) is the
        corporate general partner of the Partnership. Casden Properties Inc.
        owns a 95.25% economic interest in NAPICO, with the balance owned by
        Casden Investment Corporation ("CIC"). CIC, which is wholly owned by
        Alan I. Casden, owns 95% of the voting common stock of NAPICO.

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



                                        5


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

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                                  JUNE 30, 1999


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

        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.

        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 amortized on a straight line basis over the estimated lives
        of the underlying assets, which is generally 30 years.

        NET LOSS PER LIMITED PARTNERSHIP INTEREST

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

        CASH AND CASH EQUIVALENTS

        Cash and cash equivalents consist of cash and bank certificates of
        deposit with an original maturity of three months or less. The
        Partnership has its cash and cash equivalents on deposit primarily with
        one money market mutual fund. Such cash and cash equivalents are
        uninsured.

        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.



                                        6


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

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                                  JUNE 30, 1999


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

        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.

NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS

        The Partnership holds limited partnership interests in 10 limited
        partnerships as of June 30, 1999, after selling its interests in 7
        limited partnerships in 1998. As of June 30, 1998, the limited
        partnerships own residential low income rental projects consisting of
        1,685 apartment units. The mortgage loans of these projects are payable
        to or insured by various governmental agencies.

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

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

        The Partnership has no carrying value in investments in limited
        partnerships as of June 30, 1999.



                                        7


<PAGE>   10

                            HOUSING PROGRAMS LIMITED
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                                  JUNE 30, 1999


NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS (CONTINUED)

        The following are unaudited combined estimated statements of operations
        for the six and three months ended June 30, 1999 and 1998 for the
        limited partnerships in which the Partnership has investments:
<TABLE>
<CAPTION>

                            Six months        Three months        Six months        Three months
                               ended              ended              ended             ended
                           June 30, 1999      June 30, 1999      June 30, 1998      June 30, 1998
                            -----------        -----------        -----------        -----------
<S>                         <C>                <C>                <C>                <C>
INCOME
   Rental and Other         $ 8,420,000        $ 4,210,000        $ 8,816,000        $ 4,408,000
                            -----------        -----------        -----------        -----------

EXPENSES
   Depreciation               1,682,000            841,000          1,720,000            860,000
   Interest                   1,626,000            813,000          1,722,000            862,000
   Operating                  5,418,000          2,709,000          5,618,000          2,809,000
                            -----------        -----------        -----------        -----------

       Total expenses         4,726,000          4,363,000          9,062,000          4,531,000
                            -----------        -----------        -----------        -----------

NET LOSS                    $  (306,000)       $  (153,000)       $  (246,000)       $  (123,000)
                            ===========        ===========        ===========        ===========
</TABLE>

        NAPICO, or one of its affiliates, is the general partner and property
        management agent for certain of the limited partnerships included above.

        Under recent 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 was generally the case under existing HAP
        Contracts. The payments under the renewed HAP Contracts are not expected
        to be in an amount that would provide sufficient cash flow to permit
        owners of properties subject to HAP Contracts to meet the debt service
        requirements of existing loans insured by the Federal Housing
        Administration of HUD ("FHA") unless such mortgage loans are
        restructured. In order to address the reduction in payments under HAP
        Contracts as a result of this new policy, the Multi-family Assisted
        Housing Reform and Affordability Act of 1997 ( "MAHRAA"), which was
        adopted in October 1997, provides for the restructuring of mortgage
        loans insured by the FHA with respect to properties subject to the
        Section 8 program.


                                        8


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

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                                  JUNE 30, 1999


NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS (CONTINUED)

        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.

        MAHRAA provides that properties begin the restructuring process in
        federal fiscal year 1999 (beginning October 1, 1998). On September 11,
        1998, HUD issued interim regulations implementing MAHRAA and final
        regulations are expected to be issued in 1999. With respect to the local
        limited partnerships' expiring HAP Contracts, it is expected that the
        HAP payments will be reduced or terminated pursuant to the terms of
        MAHRAA.

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

        As a result of the foregoing, the Partnership in 1997 undertook an
        extensive review of disposition, refinancing or re-engineering
        alternatives for the properties in which the limited partnerships have
        invested and are subject to HUD mortgage and rental subsidy programs.
        The Partnership has incurred expenses in connection with this review by
        various third party professionals, including accounting, legal,
        valuation, structural and engineering costs, which amounted to $43,096
        through December 31, 1998, including approximately $18,000 for the six
        months ended June 30, 1999.

        On December 30, 1998, the Partnership sold its limited partnership
        interests in 7 local limited partnerships to the Operating Partnership.
        The sale resulted in cash proceeds to the Partnership of $202,714 and a
        net gain of $5,398,973, after being relieved of notes and interest
        payable and deducting selling costs. The cash proceeds were held in
        escrow at December 31, 1998 and were




                                        9


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

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                                  JUNE 30, 1999


NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS (CONTINUED)

        collected in 1999. In March 1999, the Partnership made cash
        distributions of $695,687 to the limited partners and $7,027 to the
        general partners, which included using proceeds from the sale of the
        partnership interests.

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

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

NOTE 3 - NOTES PAYABLE

        Certain of the Partnership's investments involved purchases of
        partnership interests from partners who subsequently withdrew from the
        operating partnership. The Partnership is obligated for non-recourse
        notes payable of $4,600,000 to the sellers of the partnership interests,
        bearing interest at 9.5 percent per annum to the various sellers of the
        partnership interests. The Partnership was relieved of notes payable in
        the amount of $4,069,743 in connection with the sale of the Partnership
        interests to Casden Properties Inc. The notes have principal maturity
        dates ranging from December 31, 1999 to December 2001 or upon sale or
        refinancing of the underlying partnership properties. These obligations
        and the related interest are collateralized by the Partnership's
        investment in the investee limited partnerships and are payable only out
        of cash distributions from the investee partnerships, as defined in the
        notes. Unpaid interest is due at maturity of the notes.



                                       10
<PAGE>   13

                            HOUSING PROGRAMS LIMITED
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                                  JUNE 30, 1999


NOTE 4 - FEES AND EXPENSES DUE TO GENERAL PARTNERS

        Under the terms of the Restated Certificate and Agreement of the Limited
        Partnership, the Partnership is obligated to the general partners for an
        annual management fee equal to 0.5 percent of the original 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.

        As of June 30, 1999, the fees and expenses due the general partners
        exceeded the Partnership's cash. The general partners, during the
        forthcoming year, will not demand payment of amounts due in excess of
        such cash or such that the Partnership would not have sufficient
        operating cash; however, the Partnership will remain liable for all such
        amounts.

NOTE 5 - CONTINGENCIES

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

        The Partnership has assessed the potential impact of the Year 2000
        computer systems issue on its operations. The Partnership believes that
        no significant actions are required to be taken by the Partnership to
        address the issue and that the impact of the Year 2000 computer systems
        issue will not materially affect the Partnership's future operating
        results or financial condition.

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 cash flow generated by operations of the investee limited
        partnerships, which account for the Partnership's primary source of
        revenues, are subject to various government rules, regulations and
        restrictions which make it impracticable to estimate the fair value of
        the notes payable and related accrued interest. The carrying amount of
        other assets and liabilities reported on the balance sheets that require
        such disclosure approximates fair value due to their short-term
        maturity.


                                       11


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

                                  JUNE 30, 1999


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 on
        money market accounts and certificates of deposit 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 the Partnership's limited partners in any material
        amount. The Partnership made a distribution to the investors in March
        1999, which included using proceeds from disposition of its investments
        in certain limited partnerships.

        RESULTS OF OPERATIONS

        Partnership revenues consist primarily of interest income earned on
        certificates of deposit and other temporary investment of funds. The
        Partnership also receives distributions from the lower-tier limited
        partnerships in which it has invested.

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

        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.

        A recurring partnership expense is the annual management fee. The fee is
        payable to the General Partners of the Partnership and is calculated at
        .5 percent of the Partnership's 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 $208,488 and $246,480 for the six
        months ended June 30, 1999 and 1998, respectively. The fees have
        decreased due to the sale of partnership interests in 1998, which
        reduced the invested assets.





                                       12


<PAGE>   15
                            HOUSING PROGRAMS LIMITED
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                                  JUNE 30, 1999


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

        RESULTS OF OPERATION (CONTINUED)

        The Partnership is obligated on non-recourse notes payable of $4,600,000
        at June 30, 1999 and December 31, 1998, which bear interest at 9.5
        percent per annum and mature on December 31, 1999. The Partnership was
        relieved of notes payable in the amount of $4,069,743 in connection with
        the sale of the partnership interests to Casden Properties Inc. The
        notes and related interest are payable from cash flow generated from
        operations of the related rental properties as defined in the notes.
        These obligations are collateralized by the Partnership's investments in
        the limited partnerships. Unpaid interest is due at maturity of the
        notes.

        Operating expenses, other than management fees and interest expense,
        consist of legal and accounting fees for services rendered to the
        Partnership and administrative expenses, which were generally consistent
        for periods presented. Legal and accounting fees were $66,869 and
        $77,303 for the six months ended June 30, 1999 and 1998, respectively.
        General and administrative expenses were $51,693 and $39,002 for the six
        months ended June 30, 1999 and 1998, respectively. 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.

        Under recent 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 was generally the case under existing HAP
        Contracts. The payments under the renewed HAP Contracts are not expected
        to be in an amount that would provide sufficient cash flow to permit
        owners of properties subject to HAP Contracts to meet the debt service
        requirements of existing loans insured by the Federal Housing
        Administration of HUD ("FHA") unless such mortgage loans are
        restructured. In order to address the reduction in payments under HAP
        Contracts as a result of this new policy, the Multi-family Assisted
        Housing Reform and Affordability Act of 1997 ( "MAHRAA"), which was
        adopted in October 1997, provides for the restructuring of mortgage
        loans insured by the FHA with respect to properties subject to the
        Section 8 program. Under MAHRAA, an FHA-insured mortgage loan can be
        restructured into a first mortgage loan


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<PAGE>   16

                            HOUSING PROGRAMS LIMITED
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                                  JUNE 30, 1999



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

        RESULTS OF OPERATION (CONTINUED)

        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.

        MAHRAA provides that properties begin the restructuring process in
        federal fiscal year 1999 (beginning October 1, 1998). On September 11,
        1998, HUD issued interim regulations implementing MAHRAA and final
        regulations are expected to be issued in 1999. With respect to the local
        limited partnerships' expiring HAP Contracts, it is expected that the
        HAP payments will be reduced or terminated pursuant to the terms of
        MAHRAA.

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

        As a result of the foregoing, the Partnership in 1997 undertook an
        extensive review of disposition, refinancing or re-engineering
        alternatives for the properties in which the limited partnerships have
        invested and are subject to HUD mortgage and rental subsidy programs.
        The Partnership has incurred expenses in connection with this review by
        various third party professionals, including accounting, legal,
        valuation, structural and engineering costs, which amounted to $43,096
        through December 31, 1998, including approximately $18,000 for the six
        months ended June 30, 1999.

        On December 30, 1998, the Partnership sold its limited partnership
        interests in 7 local limited partnerships to the subsidiaries of Casden
        Properties Inc. The sale resulted in cash proceeds to the Partnership of
        $202,714 and a net gain of $5,398,973, after deducting selling costs.
        The cash


                                       14


<PAGE>   17
                            HOUSING PROGRAMS LIMITED
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                                  JUNE 30, 1999


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

        RESULTS OF OPERATION (CONTINUED)

        proceeds were held in escrow at December 31, 1998 and were collected in
        1999. In March 1999, the Partnership made cash distributions of $695,687
        to the limited partners and $7,027 to the general partners, primarily
        using proceeds from the sale of the partnership interests.

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

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


                                       15


<PAGE>   18
                            HOUSING PROGRAMS LIMITED
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                                  JUNE 30, 1999


PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

As of June 30, 1999, NAPICO was a plaintiff or defendant in several lawsuits.
None of these suits are related to the Partnership. In the opinion of NAPICO,
the claims will not result in any material liability to the Partnership.


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

        (a) No reports on Form 8-K were filed during the quarter ended June 30,
            1999.




                                       16


<PAGE>   19
                            HOUSING PROGRAMS LIMITED
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                                  JUNE 30, 1999

                                   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


                                    /s/ BRUCE NELSON
                                    ---------------------------------------
                                    Bruce Nelson
                                    President


                                    Date:    August 13, 1999
                                         ----------------------------------



                                    /s/ CHARLES H. BOXENBAUM
                                    ---------------------------------------
                                    Charles H. Boxenbaum
                                    Chief Executive Officer


                                    Date:     August 13, 1999
                                         ---------------------------------




                                       17