<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 MARCH 31, 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 MARCH 31, 1999



<TABLE>

PART I.  FINANCIAL INFORMATION

<S>                                                                                        <C>
            Item 1.  Financial Statements

                  Balance Sheets, March 31, 1999 and December 31, 1998......................1

                  Statements of Operations,
                        Three Months Ended March 31, 1999 and 1998..........................2

                  Statement of Partners' Deficiency,
                        Three Months Ended March 31, 1999 ..................................3

                  Statements of Cash Flow,
                        Three Months Ended March 31, 1999 and 1998..........................4

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

            Item 2.  Management's Discussion and Analysis of Financial
                         Condition and Results of Operation................................11


PART II.  OTHER INFORMATION

            Item 1.  Legal Proceedings ....................................................14

            Item 6.  Exhibits and Reports on Form 8-K .....................................14

            Signatures ....................................................................15
</TABLE>




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

                                 BALANCE SHEETS

                      MARCH 31, 1999 AND DECEMBER 31, 1998

                                     ASSETS
<TABLE>
<CAPTION>
                                                                  1999                   1998
                                                              (Unaudited)              (Audited)
                                                             ------------             ------------

<S>                                                          <C>                      <C>
CASH DUE FROM ESCROW (Note 2)                                $         --             $    202,714

CASH AND CASH EQUIVALENTS (Note 1)                                 62,403                  831,751
-------------------------------------------------            ------------             ------------

          TOTAL ASSETS                                       $     62,403             $  1,034,465
                                                             ============             ============



             LIABILITIES AND PARTNERS' DEFICIENCY

LIABILITIES:
     Notes payable (Notes 3)                                 $  4,600,000             $  4,600,000
     Accrued fees and expenses due general
         partners (Note 4)                                      1,459,763                1,355,519
     Accrued interest payable (Notes 3)                         5,687,111                5,577,861
     Accounts payable                                              82,104                  300,309
                                                             ------------             ------------

                                                               11,828,978               11,833,689
                                                             ------------             ------------


COMMITMENTS AND CONTINGENCIES (Notes 2, 4 and 5)

PARTNERS' DEFICIENCY:
     General partners                                            (368,413)                (358,739)
     Limited partners                                         (11,398,162)             (10,440,485)
                                                             ------------             ------------

                                                              (11,766,575)             (10,799,224)
                                                             ------------             ------------
           TOTAL LIABILITIES AND PARTNERS'
                DEFICIENCY                                   $     62,403             $  1,034,465
                                                             ============             ============

</TABLE>





   The accompanying notes are an integral part of these financial statements.
<PAGE>   4

                            HOUSING PROGRAMS LIMITED
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                            STATEMENTS OF OPERATIONS
               FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                              1999                  1998
                                                           ---------             ---------

<S>                                                        <C>                   <C>
INTEREST INCOME                                            $   6,872             $  15,350
                                                           ---------             ---------

OPERATING EXPENSES:
     Management fees - general partner (Note 4)              104,244               123,240
     General and administrative (Note 4)                      30,697                18,192
     Legal and accounting (Note 4)                            27,318                51,362
     Interest (Notes 3 and 4)                                109,250               205,906
                                                           ---------             ---------

         Total operating expenses                            271,509               398,700
                                                           ---------             ---------

LOSS FROM OPERATIONS                                        (264,637)             (383,350)

DISTRIBUTIONS FROM LIMITED
     PARTNERSHIPS RECOGNIZED
     AS INCOME                                                                     117,568

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

NET LOSS                                                   $(264,637)            $(173,782)
                                                           =========             =========

NET LOSS PER LIMITED PARTNERSHIP INTEREST                  $     (21)            $     (14)
                                                           =========             =========

</TABLE>




   The accompanying notes are an integral part of these financial statements.
<PAGE>   5
                            HOUSING PROGRAMS LIMITED
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                       STATEMENTS OF PARTNERS' DEFICIENCY
                        THREE MONTHS ENDED MARCH 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)

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

     Net loss for the three months
     ended March 31, 1999                           (2,646)                (261,991)                (264,637)
                                              ------------             ------------             ------------

DEFICIENCY, March 31, 1999                    $   (368,413)            $(11,398,162)            $(11,766,575)
                                              ============             ============             ============

</TABLE>

   The accompanying notes are an integral part of these financial statements.
<PAGE>   6
                            HOUSING PROGRAMS LIMITED
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                            STATEMENTS OF CASH FLOWS
                   THREE MONTHS ENDED MARCH 31, 1999 AND 1998
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                                      1999                    1998
                                                                                  -----------             -----------

<S>                                                                               <C>                     <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net  loss                                                                    $  (264,637)            $  (173,782)
     Adjustments to reconcile net loss to net cash
        (used in) provided by operating activities:
            Equity in income of limited partnerships                                       --                (100,000)
            Amortization of acquisition costs                                              --                   8,000
            Increase in accrued interest payable                                      109,250                 205,906
            Increase in accrued fees and expenses due general partners                104,244                  73,241
            Increase (decrease) in accounts payable                                  (218,205)                333,077
                                                                                  -----------             -----------

                  Net cash (used in) provided by operating activities                (269,348)                346,442
                                                                                  -----------             -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Sale proceeds                                                                    202,714                      --
     Distributions to partners                                                       (702,714)                     --
                                                                                  -----------             -----------

                  Net cash used in investing activities                              (500,000)                     --
                                                                                  -----------             -----------

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS                                 (769,348)                346,442

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

CASH AND CASH EQUIVALENTS, END OF PERIOD                                          $    62,403             $ 1,508,840
                                                                                  ===========             ===========

</TABLE>

   The accompanying notes are an integral part of these financial statements.
<PAGE>   7

                            HOUSING PROGRAMS LIMITED
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 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 March 31, 1999 and the results of operations and changes
       in cash flows for the 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 92.25% 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.

       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>   8


                            HOUSING PROGRAMS LIMITED
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                                 MARCH 31, 1999


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
       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.

       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 March 31, 1999, after selling its interests in 7
       limited partnerships. The limited partnerships owned as of March 31,
       1999, 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.

                                       6
<PAGE>   9

                            HOUSING PROGRAMS LIMITED
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                                 MARCH 31, 1999

NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS (CONTINUED)

       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 equity investment in limited partnerships as of
       March 31, 1999.

       The following are unaudited combined estimated statements of operations
       for the three months ended March 31, 1999 and 1998 for the limited
       partnerships in which the Partnership has investments:
<TABLE>
<CAPTION>

                                            Three months           Three months
                                                ended                  ended
                                           March 31, 1999         March 31, 1998
                                           --------------         --------------
<S>                                         <C>                     <C>
INCOME
   Rental and Other                         $ 4,210,000             $ 4,408,000
                                            -----------             -----------

EXPENSES
   Depreciation                                 841,000                 860,000
   Interest                                     813,000                 862,000
   Operating                                  2,709,000               2,809,000
                                            -----------             -----------

       Total expenses                         4,363,000               4,531,000
                                            -----------             -----------

NET LOSS                                    $  (153,000)            $  (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. Under MAHRAA, an FHA-insured mortgage loan can be restructured
       into a first mortgage loan which will be amortized on a


                                        7


<PAGE>   10

                            HOUSING PROGRAMS LIMITED
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                                 MARCH 31, 1999


NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS (CONTINUED)

       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.

       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 collected in 1998. 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
                                        8


<PAGE>   11


                            HOUSING PROGRAMS LIMITED
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                                 MARCH 31, 1999


NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS (CONTINUED)

       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.

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 March 31, 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.

                                        9


<PAGE>   12


                            HOUSING PROGRAMS LIMITED
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                                 MARCH 31, 1999



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.


                                     10


<PAGE>   13


                            HOUSING PROGRAMS LIMITED
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                                 MARCH 31, 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 $104,244 and $123,240 for the three
       months ended March 31, 1999 and 1998, respectively. The fees have
       decreased due to the sale of a property owned by a local partnership in
       1997, which reduced the invested assets.

       The Partnership is obligated on non-recourse notes payable of $4,600,000
       at March 31, 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.


                                       11


<PAGE>   14


                            HOUSING PROGRAMS LIMITED
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                                 MARCH 31, 1999


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

       RESULTS OF OPERATION (CONTINUED)

       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 $27,318 and $51,362
       for the three months ended March 31, 1999 and 1998, respectively. General
       and administrative expenses were $30,697 and $18,192 for the periods
       ended March 31, 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 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.



                                       12


<PAGE>   15


                            HOUSING PROGRAMS LIMITED
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                                 MARCH 31, 1999


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

       RESULTS OF OPERATION (CONTINUED)

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

       As a result of the foregoing, the Partnership in 1997 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.

       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 proceeds were held in escrow at December 31, 1998 and were collected
       subsequent to year-end. 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.


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<PAGE>   16


                            HOUSING PROGRAMS LIMITED
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                                 MARCH 31, 1999


PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

As of March 31, 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 March 31,
1999.




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<PAGE>   17


                            HOUSING PROGRAMS LIMITED
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                                 MARCH 31, 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:  May 20, 1999
                                            ------------------------------------

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


                                     Date:  May 20, 1999
                                            ------------------------------------



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